PIONEER FINANCIAL SERVICES, INC.



                                INVESTMENT NOTES

                         AMENDED AND RESTATED INDENTURE

                          DATED AS OF DECEMBER 15, 2004




                         U.S. BANK NATIONAL ASSOCIATION


                                       AS


                                     TRUSTEE



<PAGE>


iv


                             CROSS-REFERENCE TABLE*


TRUST INDENTURE                                                    INDENTURE
  ACT SECTION                                                       SECTION
---------------                                                    ---------

310(a)(1)........................................................      7.10
   (a)(2)........................................................      7.10
   (a)(3)........................................................      N.A.
   (a)(4)........................................................      N.A.
   (b)...........................................................      7.8; 7.10
   (c)...........................................................      N.A.
311(a)...........................................................      7.11
   (b)...........................................................      7.11
   (c)...........................................................      N.A.
312(a)...........................................................      2.5
   (b)...........................................................      11.3
   (c)...........................................................      11.3
313(a)...........................................................      7.6
   (b)(1)........................................................      N.A.
   (b)(2)........................................................      7.6
   (c)...........................................................      11.2
   (d)...........................................................      7.6
314(a)...........................................................      4.2; 11.2
   (b)...........................................................      N.A.
   (c)(1)........................................................      11.4
   (c)(2)........................................................      11.4
   (c)(3)........................................................      N.A.
   (d)...........................................................      N.A.
   (e)...........................................................      11.5
   (f)...........................................................      4.3
315(a)...........................................................      7.1(b)
   (b)...........................................................      7.5; 11.2
   (c)...........................................................      7.1(a)
   (d)...........................................................      7.1(c)
   (e)...........................................................      6.10
316(a)(last sentence)............................................      2.8
   (a)(1)(A).....................................................      6.5
   (a)(1)(B).....................................................      6.4
   (a)(2)........................................................      N.A.
   (b)...........................................................      6.6
   (c)...........................................................      9.4
317(a)(1)........................................................      6.7
   (a)(2)........................................................      6.8
   (b)...........................................................      2.4
318(a)...........................................................      11.1
N.A. MEANS NOT APPLICABLE.

               * This Cross-Reference Table is not part of the Indenture.


<PAGE>

                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

ARTICLE 1  DEFINITIONS AND INCORPORATION BY REFERENCE........................1

   SECTION 1.1  DEFINITIONS..................................................1

   SECTION 1.2  OTHER DEFINITIONS............................................3

   SECTION 1.3  INCORPORATION BY REFERENCE OF TIA............................3

ARTICLE 2  THE NOTES.........................................................3

   SECTION 2.1  FORM; DATING.................................................3

   SECTION 2.2 AMOUNT; INTEREST; MATURITY AND RENEWAL; REDEMPTION............3

   SECTION 2.3  EXECUTION....................................................6

   SECTION 2.4  REGISTRAR AND PAYING AGENT...................................6

   SECTION 2.5. NOTE HOLDER LISTS............................................6

   SECTION 2.6. TRANSFER.....................................................6

   SECTION 2.7. REPLACEMENT NOTES............................................7

   SECTION 2.8. TREASURY NOTES...............................................7

   SECTION 2.9. CANCELLATION.................................................7

ARTICLE 3  REDEMPTION........................................................7

   SECTION 3.1. NOTICE TO TRUSTEE, SELECTION OF NOTES........................7

   SECTION 3.2. NOTICE OF REDEMPTION.........................................8

   SECTION 3.3. EFFECT OF NOTICE OF REDEMPTION...............................8

   SECTION 3.4. DEPOSIT OF REDEMPTION PRICE..................................8

   SECTION 3.5. NOTES REDEEMED IN PART.......................................8

ARTICLE 4  COVENANTS.........................................................8

   SECTION 4.1  PAYMENT OF NOTES.............................................8

   SECTION 4.2  SEC REPORTS..................................................9

   SECTION 4.3  COMPLIANCE CERTIFICATE; NOTICE OF CERTAIN EVENTS.............9

   SECTION 4.4  RESERVED.....................................................9

   SECTION 4.5  MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST..................9

ARTICLE 5  SUCCESSORS.......................................................10

ARTICLE 6  DEFAULTS AND REMEDIES............................................11

   SECTION 6.1  EVENTS OF DEFAULT...........................................11

                                       ii
<PAGE>

   SECTION 6.2  ACCELERATION................................................11

   SECTION 6.3  OTHER REMEDIES..............................................12

   SECTION 6.4  WAIVERS AND CONSENTS........................................12

   SECTION 6.5  CONTROL BY MAJORITY.........................................12

   SECTION 6.6  RIGHTS OF HOLDERS TO RECEIVE PAYMENT........................13

   SECTION 6.7  COLLECTION SUIT BY TRUSTEE..................................13

   SECTION 6.8  TRUSTEE MAY FILE PROOFS OF CLAIM............................13

   SECTION 6.9  PRIORITIES..................................................13

   SECTION 6.10  UNDERTAKING FOR COSTS......................................14

ARTICLE 7  TRUSTEE..........................................................14

   SECTION 7.1  DUTIES OF TRUSTEE...........................................14

   SECTION 7.2  RIGHTS OF TRUSTEE...........................................15

   SECTION 7.3  INDIVIDUAL RIGHTS OF TRUSTEE................................16

   SECTION 7.4  TRUSTEE'S DISCLAIMER........................................16

   SECTION 7.5  NOTICE OF DEFAULTS..........................................16

   SECTION 7.6  REPORTS BY TRUSTEE TO HOLDERS...............................16

   SECTION 7.7  COMPENSATION AND INDEMNITY..................................16

   SECTION 7.8  REPLACEMENT OF TRUSTEE......................................17

   SECTION 7.9  SUCCESSOR TRUSTEE BY MERGER, ETC............................18

   SECTION 7.10  ELIGIBILITY; DISQUALIFICATION..............................18

   SECTION 7.11  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..........18

ARTICLE 8  DISCHARGE OF INDENTURE...........................................18

   SECTION 8.1  TERMINATION OF COMPANY'S OBLIGATIONS........................18

   SECTION 8.2  REPAYMENT TO THE COMPANY....................................18

ARTICLE 9  AMENDMENTS.......................................................19

   SECTION 9.1  WITHOUT CONSENT OF HOLDERS..................................19

   SECTION 9.2  WITH CONSENT OF HOLDERS.....................................19

   SECTION 9.3  COMPLIANCE WITH TRUST INDENTURE ACT.........................20

   SECTION 9.4. RECORD DATE.................................................20

   SECTION 9.5  TRUSTEE PROTECTED...........................................20

   SECTION 9.6  SUBORDINATION PROVISIONS....................................20

ARTICLE 10  SUBORDINATION...................................................20

                                      iii
<PAGE>

   SECTION 10.1  AGREEMENT TO SUBORDINATE...................................20

   SECTION 10.2  LIQUIDATION; DISSOLUTION; BANKRUPTCY.......................21

   SECTION 10.3  DEFAULT ON SENIOR INDEBTEDNESS.............................21

   SECTION 10.4  ACCELERATION OF NOTES......................................21

   SECTION 10.5  WHEN DISTRIBUTION MUST BE PAID OVER........................22

   SECTION 10.6  NOTICE BY COMPANY..........................................22

   SECTION 10.7  SUBROGATION................................................22

   SECTION 10.8  RELATIVE RIGHTS............................................22

   SECTION 10.9  SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY...............23

   SECTION 10.10  DISTRIBUTION OR NOTICE TO REPRESENTATIVE..................23

   SECTION 10.11  RIGHTS OF TRUSTEE AND PAYING AGENT........................24

   SECTION 10.12  AUTHORIZATION TO EFFECT SUBORDINATION.....................24

   SECTION 10.13  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS..24

ARTICLE 11  MISCELLANEOUS...................................................24

   SECTION 11.1  TIA CONTROLS...............................................24

   SECTION 11.2  NOTICES....................................................25

   SECTION 11.3  COMMUNICATION BY HOLDERS WITH OTHER HOLDERS................25

   SECTION 11.4  CERTIFICATE AS TO CONDITIONS PRECEDENT.....................25

   SECTION 11.5  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION..............26

   SECTION 11.6  RULES BY TRUSTEE...........................................26

   SECTION 11.7  NO RECOURSE AGAINST OTHERS.................................26

   SECTION 11.8. COUNTERPART ORIGINALS......................................26

   SECTION 11.9  GOVERNING LAW..............................................26

   SECTION 11.10  SUCCESSORS................................................26

   SECTION 11.11  SEVERABILITY..............................................27

   SECTION 11.12  TABLE OF CONTENTS, HEADINGS, ETC..........................27

SIGNATURES..................................................................28

EXHIBIT A, FORM OF INVESTMENT NOTE...........................................1


                                       iv

<PAGE>

                         AMENDED AND RESTATED INDENTURE

     AMENDED AND  RESTATED  INDENTURE  dated as of December  15,  2004,  between
Pioneer Financial Services,  Inc., a Missouri  corporation (the "Company"),  and
U.S. Bank National  Association,  a national banking  association  organized and
existing under the laws of the United States of America (the "Trustee").

     On May 12, 2003,  the Company and the Trustee  entered  into the  Indenture
("Original  Indenture").  Pursuant to this Amended and Restated  Indenture,  the
Company  desires to changes the name of the  securities  issued  hereunder  from
junior  subordinated  debentures to investment notes. No rights of any holder of
the securities issued under the Original Indenture have changed.

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Notes:

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.    DEFINITIONS.

        "BANKRUPTCY LAW" means Title 11 of the United States Code or any similar
federal or state law for the relief of debtors.

        "BOARD OF  DIRECTORS" means the Board of Directors of the Company or any
authorized committee of the Board of Directors of the Company.

        "BUSINESS DAY" means  any day that is not a legal holiday in the city of
Kansas City, Missouri or the state of Missouri.

        "COMPANY" means Pioneer Financial Services, Inc. and its successors.

        "DATE OF ISSUE" of a  Note  means  the  date the Company receives proper
documentation,  including an executed subscription agreement,  and the funds for
the purchase of the Note if such  documentation  and funds are received prior to
3:00 p.m. on a Business  Day or the next  Business  Day if the Company  receives
such funds on a non-Business Day or after 3:00 p.m. on a Business Day.

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

        "HOLDER" means a person in whose name a Note is registered.

        "INDEBTEDNESS"  means  any  indebtedness  in  respect  of borrowed money
evidenced  by bonds,  notes,  debentures  or similar  instruments  or letters of
credit.

        "INDENTURE" means this  Amended  and  Restated  Indenture  dated  as  of
December 15, 2004, as amended or supplemented from time to time.


<PAGE>

        "INVESTMENT NOTES" OR "NOTES"  means the Investment Notes of the Company
described  herein and issued  under this  Indenture  and the junior  subordinate
debentures  or  debentures  of the  Company  described  in and issued  under the
Original Indenture.

        "MATURITY DATE" means, with respect to any Note, the date upon which the
principal of such Note becomes due and payable.

        "OFFICER" means the President, any Vice President,  the  Treasurer,  the
Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.

        "OFFICERS' CERTIFICATE" means a certificate signed  by an Officer of the
Company.

        "OPINION OF COUNSEL" means  a written opinion from a law firm acceptable
in the reasonable opinion of the Company and the Trustee.

        "PERSON" means any individual, corporation, partnership, limited liabil-
ity company, joint venture,  association,  trust, unincorporated organization or
other entity, or any government or agency or political subdivision thereof.

        "SEC" means the United States Securities and Exchange Commission.

        "SENIOR  INDEBTEDNESS"  means  all  outstanding Indebtedness (present or
future)  created,  incurred,  assumed  or  guaranteed  by the  Company  (and all
renewals,  extensions  or  refundings  thereof),  which  is  (a)  not  expressly
subordinate  or junior to any other  Indebtedness  of the Company;  (b) which is
expressly subordinate and junior to the Indebtedness described in clause (a) but
not to any  other  Indebtedness  of the  Company  and  (c)  which  is  expressly
subordinate and junior to the Indebtedness  described in clauses (a) and (b) but
not to any other Indebtedness of the Company.  Senior Indebtedness includes, but
is not limited to, (x) the guarantee by the Company of any  Indebtedness  of any
other  person  (including,  without  limitation,  subordinated  Indebtedness  of
another  person),  unless such  Indebtedness  is expressly  subordinated  to the
Notes, (y) any Indebtedness of the Company to any of its subsidiaries,  pursuant
to that certain note dated as of August 1, 2000, and (z) the Indebtedness of the
Company  under the  Senior  Agreement.  Notwithstanding  anything  herein to the
contrary, Senior Indebtedness does not include junior subordinated debentures of
the  Company  issued  prior to November 1, 2002,  in the  aggregate  outstanding
principal amount of $21,396,438 as of September 30, 2002.

        "SENIOR  LENDING  AGREEMENT" means  that  certain  Amended  and Restated
Senior  Lending  Agreement,  as  amended,  among the Company and the banks named
therein, dated as of October 1, 2003.

        "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code 77aaa-77bbbb),
as amended.

        "TRUSTEE"  means  U.S. Bank  National  Association,  a  national banking
association  organized  and  existing  under  the laws of the  United  States of
America, until a successor replaces it and thereafter means the successor.

                                       2
<PAGE>

     "TRUST  OFFICER"  means an officer  or  assistant  officer  of the  Trustee
assigned by the Trustee to administer  its corporate  trust matters or to whom a
matter concerning the Indenture is referred.

Section 1.2.  OTHER DEFINITIONS.
              -----------------
                                                                  Defined in
               Term                                                 Section

               "DEBT".............................................    10.2
               "EXCHANGE ACT".....................................    4.2
               "EVENT OF DEFAULT".................................    6.1
               "PAYING AGENT'.....................................    2.4
               "REGISTRAR" .......................................    2.4

Section 1.3.   INCORPORATION BY REFERENCE OF TIA.
               ---------------------------------

     Whenever this Indenture  refers to a provision of the TIA, the provision is
incorporated by reference in, and made a part of, this Indenture. The provisions
of TIA Sections 310 through 317 that impose duties on any person  (including the
provisions  automatically  deemed included herein unless  expressly  excluded by
this  Indenture)  are part of and govern this  Indenture upon and so long as the
Indenture and Notes are subject to the TIA. If any  provision of this  Indenture
limits,  qualifies  or  conflicts  with such  duties,  the imposed  duties shall
control.  If a provision  of the TIA  requires  or permits a  provision  of this
Indenture and the TIA provision is amended,  then the Indenture  provision shall
be automatically amended to like effect.

     The following TIA terms used in this Indenture have the following meanings:

        "INDENTURE SECURITIES" means the Notes;
        "INDENTURE SECURITY HOLDER" means a Holder;
        "INDENTURE TO BE QUALIFIED" means this Indenture;
        "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and
        "OBLIGOR" on the Notes means the Company.

                                    ARTICLE 2
                                    THE NOTES

Section 2.1.   FORM; DATING.
               ------------

     The Notes must be  substantially  in the form of EXHIBIT A hereto or in the
form of EXHIBIT A attached to the Original  Indenture.  Each Note shall be dated
the date of its execution and issuance.

Section 2.2.   AMOUNT; INTEREST; MATURITY AND RENEWAL; REDEMPTION.
               --------------------------------------------------

          (a) Amount. The aggregate principal amount of Notes outstanding at any
     time under this  Indenture  is  limited to  $25,000,000.  The Notes will be
     issued,  without  coupons,  in  denominations  of  $1,000  or any  multiple
     thereof.

                                       3
<PAGE>

          (b) Term.  Each Note  will  have a term of not less than  twelve  (12)
     months and not more than one hundred  twenty (120) months as  determined by
     the Holder and the Company at the time the Note is purchased. Each Note may
     be  renewed as  provided  in this  Indenture,  but may not be  extended  or
     refunded.

          (c) Interest.

               (i) Each Note in a principal amount of $100,000 or less will bear
          interest  from its Date of Issue at the rate of interest  for Notes of
          like term and  principal  amount  then in effect  and set forth in the
          prospectus supplement most recently filed by the Company with the SEC,
          or if the Company does not have an effective registration statement on
          file  with  the SEC,  as  published  by the  Company.  Each  Note in a
          principal  amount in excess of $100,000  will bear  interest  from its
          Date of Issue at the rate of  interest  agreed upon by the Company and
          the Holder prior to the issuance of such Note.  The interest rate will
          be fixed for the term of the Note upon issuance.  Interest payable for
          any month or portion of a month will be  computed  on the basis of the
          number of days  elapsed  in a 360-day  year of twelve  30-day  months.
          Subject to the provisions of Section 2.2(c)(ii),  at the option of the
          Holder,  interest will either compound annually and be due and payable
          on the  Maturity  Date  or will be due  and  payable  annually  on the
          anniversary of the Date of Issue.  Interest on the compounded interest
          will be paid at the same rate as paid on the  underlying  principal of
          the Note.  Notwithstanding the foregoing, the Company may elect in its
          sole and absolute discretion to make any interest payment prior to the
          date it  becomes  due and  payable  without  penalty or premium of any
          kind.

               (ii) Holders of Notes in a principal  amount in excess of $10,000
          may elect to receive  monthly  payments of interest in an amount equal
          to  one-twelfth  (1/12) of the annual  interest  payment.  If a Holder
          makes such an election,  the interest rate on the Note will be reduced
          by .5% to  compensate  the  Company  for the  administrative  expenses
          associated with delivering monthly interest payments. If a Holder of a
          Note in a  principal  amount in excess of  $10,000  elects to  receive
          monthly  interest  payments,  those interest  payments will be due and
          payable on the last day of each month; provided,  however, if a Holder
          purchases  a Note in a principal  amount in excess of  $10,000,  on or
          after the  twenty-fifth  (25th) day of any month,  the first  interest
          payment due thereon will not be due and payable  until the last day of
          the next  succeeding  month.  Separate  purchases  of Notes may not be
          aggregated for the purposes of determining  whether a Holder may elect
          to receive monthly interest payments.  Notwithstanding  the foregoing,
          the Company may elect in its sole and absolute  discretion to make any
          interest  payment prior to the date it becomes due and payable without
          penalty or premium of any kind.

     (d)  Renewal.

               (i) The Company may send each Holder a written  notice and a copy
          of the  current  prospectus  for the Notes at least  twenty  (20) days
          prior to the  Maturity  Date of the Note.  The notice  will remind the
          Holder  of the  pending  maturity of

                                       4
<PAGE>

          the Note and that the  automatic  renewal  provision  described in the
          next paragraph will take effect unless the Holder requests  payment in
          writing  within the period  commencing on the Maturity Date and ending
          twenty (20) days  thereafter.  The notice will also state that payment
          of principal of a Note will be made upon  surrender of the Note to the
          Paying  Agent and specify the place where the Note may be  surrendered
          for payment. The notice will also state the new rate at which the Note
          will accrue interest if it is allowed to renew and shall indicate that
          Notes  surrendered  for  payment  will not accrue  interest  after the
          Maturity Date. If a Holder requests  repayment within twenty (20) days
          after  the  Maturity  Date,  the  Company  will  pay  the  outstanding
          principal of the Note and all accrued and unpaid interest  through the
          Maturity  Date.  The  Company  is not  required  to renew a Note  upon
          maturity.

               (ii) If a renewal  notice  has been sent and within  twenty  (20)
          days after the  Maturity  Date a Holder has not  requested  in writing
          repayment  of the  Note,  the  term  of  such  Note  will  be  renewed
          automatically  for a term  equal  to the  original  term  of the  Note
          measured  from the  Maturity  Date of the  original  Note. A Note will
          continue to renew as described  herein absent some permitted action by
          either the Holder or the  Company.  Interest  will  continue to accrue
          from the first day of such renewal term.  The Note,  as renewed,  will
          continue in all its provisions,  including  provisions relating to the
          payment or accrual of  interest,  except  the  interest  rate  payable
          during the renewal term will be the interest  rate which is then being
          offered by the Company on Notes with a like term and principal  amount
          as the renewed Note as of the renewal date,  and the principal  amount
          of the renewed Note will be equal to the principal  amount of the Note
          on the most recent Maturity Date plus all accrued and unpaid interest.
          If similar  Notes are not then being  issued,  the interest  rate upon
          renewal  will be the rate  specified  by the  Company  in the  renewal
          notice, or the Note's current rate if no such rate is specified.

     (e) Rank.  The Notes are equal in rank,  priority and right of payment with
all of the Company's junior subordinated  debentures issued prior to November 1,
2002 and are subordinated  and junior in rank,  priority and right of payment to
all Senior Indebtedness of the Company as provided in Article 10.

     (f) Incorporation; Conflict. The terms and provisions contained in the Note
are hereby expressly incorporated by reference into this Indenture. In case of a
conflict, the provisions of this Indenture will control.

     (g)  Payment  Date.  In the event  that any date on which  principal  of or
interest on a Note is payable is not a Business  Day,  then such payment will be
made on the next succeeding day which is a Business Day, without any interest or
other  payment in respect of such delay,  with the same effect as if made on the
date the payment was originally payable.

                                       5
<PAGE>

Section 2.3.   EXECUTION.
               ---------

     One  authorized  Officer  will sign the Notes for the  Company by manual or
facsimile  signature.  If an Officer whose signature appears on a Note no longer
holds that  office or  position  at the time the Note is  issued,  the Note will
nevertheless be valid. Authentication of a Note by the Trustee is not required.

Section 2.4.   REGISTRAR AND PAYING AGENT.
               --------------------------

     The  Company  must  maintain  (a) an office or  agency  where  Notes may be
presented for  registration of transfer and where notices and demands to or upon
the  Company  in  respect  of  the  Notes  and  this  Indenture  may  be  served
("REGISTRAR")  and (b) an office  or agency  where  Notes may be  presented  for
payment ("PAYING AGENT").  The Company or any of its subsidiaries or the Trustee
may act as Paying Agent or Registrar.  The Company initially  appoints itself as
Paying Agent and Registrar.  The Registrar will keep a register of the Notes and
of their transfer.  The Company may appoint one or more additional Registrars or
Paying  Agents.  The Company may change any Paying  Agent or  Registrar  without
notice to any  Holder.  The  Company  must  notify  the  Trustee of the name and
address of each Paying Agent or Registrar.  Each Paying Agent must hold in trust
for the benefit of the Holders or the Trustee all sums held by the Paying  Agent
for the  payment of  principal  and  interest  on the Notes and must  notify the
Trustee of any failure by the Company in making any such  payment.  The Company,
the  Trustee and any agent of the Company or the Trustee may treat the Person in
whose  name a Note is  registered  as the owner of the Note for the  purpose  of
receiving payment as herein provided and for all other purposes, and neither the
Company,  the  Trustee  nor any such  agent  will be  affected  by notice to the
contrary.

Section 2.5.   NOTE HOLDER LISTS.
               -----------------

     The Trustee will preserve the most recent list available to it of the names
and addresses of Holders.  The Registrar  will furnish this list to the Company,
the  Paying  Agent and the  Trustee  no less often than every six (6) months and
will furnish an updated list of the names and addresses of Holders at such other
times as the Company, the Paying Agent or the Trustee may request in writing.

Section 2.6.   TRANSFER.
               --------

     A  Note  is  transferable  only  on the  Note  register  maintained  by the
Registrar,  upon (a)  surrender  of the Note for  transfer  at the office of the
Registrar,  duly endorsed by, or accompanied by a written instrument of transfer
in a form  satisfactory  to the Company and the Registrar,  duly executed by the
registered  holder of the Note or his attorney,  duly  authorized in writing,  a
copy of which  authorization  must be  delivered  with any  such  instrument  of
transfer,  and (b) payment of any applicable  taxes or fees imposed by law. Upon
receipt of the  foregoing  and the  payment of any  service  fee  charged by the
Registrar or the Company,  the Company,  at the request of the Registrar,  shall
issue  one or more  new  Notes,  of  authorized  denominations  and for the same
aggregate  principal  amount, to the designated  transferee or transferees.  All
Notes issued upon any transfer will evidence the same  indebtedness  and will be
entitled to the same benefits under this Indenture as the Note  surrendered upon
such transfer.

                                       6
<PAGE>

     The  Registrar  will not be required to transfer any Note during the period
(a)  beginning  fifteen (15) days before  either (i) the day of the mailing of a
notice of redemption of that Note pursuant to Section 3.2 or (ii) the day of the
mailing of a notice of the maturity of that Note, and (b) ending on (i) the date
of redemption or (ii) the date which is twenty-one  (21) days after the Maturity
Date, as appropriate.

Section 2.7.   REPLACEMENT NOTES.
               -----------------

     If the Holder of a Note  claims that the Note has been lost,  destroyed  or
wrongfully  taken, the Company will issue a replacement Note if its requirements
are met. A Holder  will be  required  to agree to  indemnify  the  Company,  the
Trustee  and any  Paying  Agent or  Registrar  from any loss they may  suffer in
connection with the replacement of a Note, and if required by the Trustee or the
Company, the Holder must post an indemnity bond in an amount sufficient,  in the
reasonable judgment of the Trustee or the Company,  to protect the Company,  the
Trustee and any Paying  Agent and  Registrar  from any loss they may suffer if a
Note is replaced. The Trustee or the Company may charge the Holder a service fee
for replacing a Note.

Section 2.8.   TREASURY NOTES.
               --------------

     In determining  whether the Holders of the required principal amount of the
Notes have  concurred in any  direction,  waiver or consent,  Notes owned by the
Company or an  affiliate  will be  disregarded,  except that for the purposes of
determining  whether  the  Trustee  may rely on any such  direction,  waiver  or
consent, only Notes that the Trustee knows are so owned will be disregarded.

Section 2.9.   CANCELLATION.
               ------------

     The  Registrar  and Paying Agent are required to forward to the Company any
Notes  surrendered to them for transfer or payment.  The Company will cancel all
Notes  surrendered for transfer,  payment,  replacement or cancellation and will
notify the Trustee of any transfer.

                                   ARTICLE 3
                                   REDEMPTION

Section 3.1.   NOTICE TO TRUSTEE, SELECTION OF NOTES.
               -------------------------------------

     If the Company  determines to redeem the Notes in whole or in part, it must
notify the  Trustee by  delivery  to the  Trustee  of an  Officers'  Certificate
specifying the redemption date and the principal amount of Notes to be redeemed.
If fewer than all outstanding Notes are to be redeemed,  the Company will select
and identify the Notes to be redeemed in its sole and  absolute  discretion  and
will so inform the Trustee by Officers'  Certificate.  The redemption  price for
each Note selected for redemption will be equal to 100% of the principal  amount
of the Note plus accrued interest on a daily basis up to, but not including, the
redemption  date.  In the  event  of the  redemption  of a Note  in  part,  such
redemption must be in denominations of $1,000 or any integral multiple thereof.

                                       7
<PAGE>

Section 3.2.   NOTICE OF REDEMPTION.
               --------------------

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

     The notice must identify the Notes (or portion  thereof) to be redeemed and
state:

          (a) the redemption date;

          (b) the redemption price;

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

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

          (e) that interest on Notes called for redemption  will cease to accrue
     on and after the redemption date.

Section 3.3.   EFFECT OF NOTICE OF REDEMPTION.
               ------------------------------

     Once notice of redemption is mailed, Notes called for redemption become due
and payable on the redemption date at the redemption  price, and all interest on
the Notes called for redemption will cease to accrue on and after the redemption
date unless the Company defaults in payment of the amount due upon redemption.

Section 3.4.   DEPOSIT OF REDEMPTION PRICE.
               ---------------------------

     If the Company is not acting as Paying  Agent,  on the  business day before
the  redemption  date,  the Company will deposit with the Paying Agent (or shall
hold in  separate  trust  if the  Company  serves  as the  Paying  Agent)  money
sufficient to pay the redemption price of all Notes to be redeemed.

Section 3.5.   NOTES REDEEMED IN PART.
               ----------------------

     Upon  surrender of a Note that is redeemed in part,  the Company will issue
the Holder a new Note equal in principal amount to the unredeemed portion of the
Note surrendered and bearing interest at the same rate as the original Note.

                                   ARTICLE 4
                                    COVENANTS

Section 4.1.   PAYMENT OF NOTES.
               ----------------

     The  Company  will pay the  principal  of and  interest on the Notes on the
dates and in the manner  provided in the Notes and this  Indenture at the office
or agency maintained for such purpose. Principal and interest will be considered
paid on the date due if the Paying Agent holds on that date money designated for
and sufficient to pay all principal and interest then due. If any payment is due
on any day  which  is not a  Business  Day,  payment  may be  made  on the  next

                                       8
<PAGE>

succeeding Business Day, and no interest will accrue for the intervening period.
Notwithstanding  the  foregoing,  the  Company  may,  in its sole  and  absolute
discretion,  make  payments of  principal  or interest by mailing a check to the
Holder at the address appearing upon the register of the Notes maintained by the
Registrar at the close of business ten (10) days prior to such payment date. The
Company may charge a service fee to issue a replacement payment check.

Section 4.2.   SEC REPORTS.
               -----------

     Within fifteen (15) days of filing with the SEC, the Company will file with
the  Trustee  copies of the annual  reports  and  quarterly  reports  and of the
information,  documents, and other reports (or copies of such portions of any of
the  foregoing  as the SEC may by rules  and  regulations  prescribe)  which the
Company may be  required to file with the SEC  pursuant to Section 13 or Section
15(d) of the  Exchange  Act.  The  Company  also  must  comply  with  the  other
provisions of TIA Section 314(a).  Notwithstanding anything contrary herein, the
Trustee  has no duty to  review  such  documents  for  purposes  of  determining
compliance  with any  provisions  of the  Indenture.  Delivery  of copies of the
materials  described  in this  Section  4.2 to the  Trustee  is for  information
purposes  only and does not  constitute  official  notice the Trustee under this
Indenture.

Section 4.3.   COMPLIANCE CERTIFICATE; NOTICE OF CERTAIN EVENTS.
               ------------------------------------------------

          (a) The Company will deliver to the Trustee, within one hundred twenty
     (120) days after the end of each fiscal year of the  Company,  an Officers'
     Certificate stating, as to each such Officer signing such certificate, that
     to the best of his or her knowledge the Company has observed, performed and
     fulfilled  each covenant  contained in this Indenture and is not in default
     in the  performance  of any of the terms hereof (or, if an Event of Default
     has occurred,  describing all such Events of Default of which he or she may
     have  knowledge)  and that to the best of his or her knowledge no event has
     occurred and remains in existence by reason of which payments on account of
     the principal of or interest on the Notes are prohibited.

          (b) The  Company  will  deliver to the  Trustee  and any Paying  Agent
     prompt notice of:

               (i) Any Event of Default under this Indenture; and

               (ii) Any  Default  or notice of  default  related  to any  Senior
          Indebtedness.

Any such notice shall  constitute  official notice to the Trustee upon which the
Trustee may rely.

Section 4.4.   RESERVED.
               --------

Section 4.5.   MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST.
               -------------------------------------------

     Whenever the Company does not serve as the Paying  Agent,  it will,  on the
business day prior to each date for the payment of the  principal of or interest
on the  Notes,  deposit  with  the

                                       9
<PAGE>

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
payments;  and,  unless  such Paying  Agent is the  Trustee,  the  Company  will
promptly notify the Trustee of its action or failure so to act.

     Whenever the Company does not serve as the Paying Agent,  it will cause the
Paying  Agent to execute and deliver to the Trustee an  instrument  in which the
Paying  Agent will agree with the  Trustee,  subject to the  provisions  of this
Section, that the Paying Agent will:

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

          (b) give the  Trustee  notice of any  default  by the  Company  in the
     making of any payment of principal or interest; and

          (c) 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 the Paying Agent.

                                   ARTICLE 5
                                   SUCCESSORS

     The Company may not consolidate or merge with, or sell,  assign,  transfer,
lease or  otherwise  dispose of all or  substantially  all of its assets to, any
Person unless the Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment,  transfer, lease
or other  disposition  was  made,  assumes  by  supplemental  indenture  all the
obligations of the Company under this Indenture and the Notes then  outstanding.
Notwithstanding  the foregoing,  nothing  contained herein shall be construed as
prohibiting the Company or any of its subsidiaries  from selling to or acquiring
from third parties substantial blocks of notes receivable in the ordinary course
of the business of the Company and its subsidiaries in a manner  consistent with
past practices.

     The Company must deliver to the Trustee prior to such proposed  transaction
an  Officers'  Certificate  to the  foregoing  effect  and an opinion of counsel
stating that all conditions  precedent to the proposed transaction have been met
and such supplemental indenture comply with this Indenture.

     The  surviving  Person  will be the  successor  to the  Company and will be
obligated to pay the principal of and interest on the Notes,  but the Company in
the case of a sale, assignment,  lease or other disposition will not be released
from its obligation to pay the principal of and interest on the Notes.

                                       10
<PAGE>

                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.1.   EVENTS OF DEFAULT.
               -----------------

     An "EVENT OF DEFAULT" occurs if:

          (a) the  Company  fails to pay any  installment  of interest on a Note
     when the same becomes due and payable and the failure to pay  continues for
     a period of ten (10) days after  receipt of written  notice from the Holder
     or the Trustee;

          (b) the Company  fails to pay the  principal of any Note when the same
     becomes due and payable at maturity, upon redemption or otherwise,  and the
     failure to pay  continues  for a period of ten (10) days  after  receipt of
     written notice from the Holder or the Trustee;

          (c) the Company pursuant to or within the meaning of Bankruptcy Law:

               (i) commences a voluntary proceeding;

               (ii) a petition is filed  against  the Company in an  involuntary
          proceeding;

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

               (iv)  consents  to  the  appointment  of  a  receiver,   trustee,
          liquidator or custodian of it or for all or  substantially  all of its
          property;

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

               (vi) admits in writing its inability to pay its debts as the same
          become due; or

          (d) the Company  fails to comply with any of its other  agreements  or
     covenants  in,  or  provisions  of,  the Notes or this  Indenture  and such
     failure is not cured or waived  within sixty (60) days after receipt by the
     Company of a written  notice  from the Trustee or the Holders of at least a
     majority in principal amount of the then outstanding Notes. The notice must
     specify the Event of Default and demand that it be remedied  and state that
     the notice is a "Notice of Default."

Section 6.2.   ACCELERATION.
               ------------

     If an Event of Default occurs and is  continuing,  the Trustee by notice to
the Company,  or the Holders of at least a majority in  principal  amount of the
then outstanding Notes by notice to the Company and the Trustee, may declare the
principal  of and  accrued  interest  on all  outstanding  Notes  to be due  and
payable.  Subject  to  Section  10.4,  upon  receipt  of such  declaration,  the
principal  and  interest  owing on the then  outstanding  Notes  will be due and

                                       11
<PAGE>

payable  immediately.  The  Trustee or the  Holders of a majority  in  principal
amount of the then outstanding  Notes, by notice to the Company,  may rescind an
acceleration  and its consequences if the rescission would not conflict with any
judgment  or decree and if all  existing  Events of  Default  have been cured or
waived,  except  nonpayment  of principal or interest that has become due solely
because of the acceleration.

Section 6.3.   OTHER REMEDIES.
               --------------

     Subject to the  provisions of Article 10, if an Event of Default occurs and
is  continuing,  the  Trustee  may pursue any  available  remedy to collect  the
payment of principal or interest on the Notes or to enforce the  performance  of
any provision of the Notes or this Indenture.

     The Trustee may  maintain a  proceeding  even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder in exercising any right or remedy  accruing upon an
Event of Default  will not impair the right or remedy or  constitute a waiver of
the Event of Default.  All remedies available to the Trustee and the Holders are
cumulative to the extent permitted by law.

Section 6.4.   WAIVERS AND CONSENTS.
               --------------------

     The  Trustee,  by notice to the  Company,  may waive an  existing  Event of
Default and its  consequences or compliance with any provision of this Indenture
or the Notes on behalf of all Holders, except an Event of Default in the payment
of the  principal  of or  interest  on the Notes so long as the  Trustee in good
faith  determines  that  such a waiver or  consent  is in the  interests  of the
Holders of the Notes.  The Holders of a majority in principal amount of the then
outstanding  Notes,  by  notice to the  Company  and the  Trustee,  may waive an
existing Event of Default and its  consequences or compliance with any provision
of this Indenture or the Notes on behalf of all Holders, except for (a) an Event
of Default in the  payment of  principal  or of  interest on the Notes or (b) an
Event of Default with respect to a provision  which under  Section 9.2 cannot be
amended or modified without the consent of each affected Holder. Upon receipt by
the Company of any such notice of waiver,  such Event of Default  will be deemed
to have been cured or such provision  will be deemed  complied with; but no such
waiver will extend to any  subsequent  event or other Event of Default or impair
any  subsequent  right.  Any waiver or consent will be binding upon all Holders,
all  future  Holders  of the Notes and all  Holders  of any  Notes  issued  upon
transfer or in exchange for any Notes, whether or not a notation of such consent
or waiver is made upon any Note.

Section 6.5.   CONTROL BY MAJORITY.
               -------------------

     The Holders of a majority in principal amount of the then outstanding Notes
may  direct the time,  method and place of  conducting  any  proceeding  for any
remedy available to the Trustee, provided that indemnification for the Trustee's
fees and expenses,  in a form reasonably  satisfactory to the Trustee, have been
provided. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture or that the Trustee  determines is unduly prejudicial
to the rights of other  Holders  of the Notes or that the  Trustee in good faith
determines  would  subject  the Trustee to  liability  for which it has not been
adequately indemnified.

                                       12
<PAGE>

Section 6.6.   RIGHTS OF HOLDERS TO RECEIVE PAYMENT.
               ------------------------------------

     Notwithstanding  any other  provision of this  Indenture,  the right of any
Holder of a Note to receive payment of principal and interest on the Note, on or
after the respective  due dates  expressed in the Note, or to bring suit for the
enforcement of any such payment on or after such  respective  dates,  may not be
impaired or affected without the consent of the Holder.

Section 6.7.   COLLECTION SUIT BY TRUSTEE.
               --------------------------

     If an Event of Default specified in Section 6.1(a) or Section 6.1(b) occurs
and is  continuing,  the  Trustee  may  recover  judgment in its own name and as
trustee  of an  express  trust  against  the  Company  for the  whole  amount of
principal and interest  remaining  unpaid on the Notes with respect to which the
Event of Default  occurred and such further amount as is sufficient to cover the
costs  and  expenses  of  collection,  including  the  reasonable  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.8.   TRUSTEE MAY FILE PROOFS OF CLAIM.
               --------------------------------

     The Trustee may file such proofs of claim and other  papers or documents as
may be  necessary  or  advisable  in  order to have the  claims  of the  Trustee
(including  any  claim  for the  reasonable  compensation  and  expenses  of the
Trustee,  its agents  and  counsel)  and the  Holders  allowed  in any  judicial
proceedings  relative  to the  Company  or its  property  and  is  entitled  and
empowered  to collect  and  distribute  any money or other  property  payable or
deliverable on any such claims. Any custodian 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  consents to the making of such payments  directly to
the  Holders,  to pay to the  Trustee  any amount  due to it for the  reasonable
compensation and expenses of the Trustee,  its agents and counsel, and any other
amounts due the Trustee under Section 7.7 of this Indenture.  To the extent that
the payment of any such  compensation,  expenses,  disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 of this Indenture is denied for any reason, payment of the same will
be secured  by a lien on,  and will be paid out of,  any and all  distributions,
dividends,  money,  securities  and other  properties  which the  Holders may be
entitled to receive in such proceeding  whether in liquidation or under any plan
of  reorganization  or otherwise.  Nothing  contained in this  Indenture will 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 Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.9.   PRIORITIES.
               ----------

     If the  Trustee  collects  any  money  pursuant  to this  Article,  it will
(subject  to the  provisions  of  Article 10  hereof),  pay out the money in the
following order:

          (a) First:  to the Trustee in an amount  sufficient to cover its costs
     and expenses of  collection,  including  the  reasonable  compensation  and
     expenses of the Trustee,  its agents and counsel and all other  amounts due
     under Section 7.7;

                                       13
<PAGE>

          (b) Second:  to holders of Senior  Indebtedness to the extent required
     by Article 10;

          (c) Third:  to  Holders  for  amounts  due and unpaid on the Notes for
     principal  and  interest,  ratably,  without  preference or priority of any
     kind,  according to the amounts due and payable on the Notes for  principal
     and interest, respectively; and

          (d) Fourth:  to the  Company or to such party as a court of  competent
     jurisdiction may direct.

The  Trustee  may fix a record  date and a payment  date for any  payment to the
Holders.

Section 6.10.  UNDERTAKING FOR COSTS.
               ---------------------

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit  against the  Trustee for any action  taken or omitted by it as a
Trustee,  a court in its  discretion  may  assess  reasonable  costs,  including
reasonable  attorneys' fees,  against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses  made by the party
litigant.  This  Section  does  not  apply to a suit by the  Trustee,  a suit by
Holders of more than 10% in principal amount of the then outstanding Notes, or a
suit  instituted  by any  Holder  for  the  enforcement  of the  payment  of the
principal of or interest on any Note on or after the due dates  expressed in the
Note.

                                    ARTICLE 7
                                     TRUSTEE

Section 7.1.   DUTIES OF TRUSTEE.
               -----------------

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

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

               (i)  The  Trustee   need  perform  only  those  duties  that  are
          specifically  set forth in this  Indenture  and no others.  No implied
          covenants or obligations  may be read into this Indenture  against the
          Trustee.

               (ii) 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  resolutions,
          statements, reports, documents,  certificates or opinions furnished to
          the Trustee  and  conforming  to the  requirements  of the  Indenture.
          However,  the Trustee must examine such  certificates  and opinions to
          determine  whether  or not they  conform to the  requirements  of this
          Indenture.

                                       14
<PAGE>

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

               (i) This  paragraph does not limit the effect of paragraph (b) of
          this Section.

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

               (iii) The Trustee may not be liable with respect to any action it
          takes or omits to take in good faith in  accordance  with a  direction
          received by it pursuant to Section 6.5.

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

          (e) Subject to the  requirements  of Section  7.1(a),  no provision of
     this  Indenture  may require the Trustee to expend or risk its own funds or
     incur any liability.  Subject to Section 7.1(a),  the Trustee may refuse to
     perform any duty or exercise  any right or power at the  request,  order or
     direction of a Holder or Holders of Notes unless it receives indemnity from
     such Holders satisfactory to it against any loss, liability or expense.

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

Section 7.2.   RIGHTS OF TRUSTEE.
               -----------------

          (a) The  Trustee has no duty to inquire as to the  performance  of the
     Company's  covenants  in Article 4. In  addition,  the  Trustee  may not be
     deemed to have knowledge of any Event of Default except an Event of Default
     of which the Trustee has received  written  notification or obtained actual
     knowledge.

          (b) Before the Trustee acts or refrains from acting, it may require an
     Officers'  Certificate  or an Opinion of  Counsel.  The  Trustee may not be
     liable for any  action it takes or omits to take in good faith in  reliance
     of the Officers'  Certificate  or Opinion of Counsel.  The Trustee may also
     consult  with its counsel on any matter  relating to the  Indenture  or the
     Notes and the Trustee  shall not be liable for any action it takes or omits
     to take in good faith in reliance on the advice of its counsel.

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

          (d) The  Trustee may not be liable for any action it takes or omits to
     take in good faith which it believes to be  authorized or within its rights
     or powers conferred on it by this Indenture.

                                       15
<PAGE>

          (e) Except in connection  with compliance with TIA Section 310 or 311,
     the Trustee shall only be charged with knowledge of information that it has
     received in writing from the Company.

Section 7.3.   INDIVIDUAL RIGHTS OF TRUSTEE.
               ----------------------------

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise  deal with the Company or an affiliate of the
Company  with the same rights it would have if it were not  Trustee.  Any Paying
Agent or  Registrar  may do the same with like rights.  However,  the Trustee is
subject to TIA Sections 310(b) and 311.

Section 7.4.   TRUSTEE'S DISCLAIMER.
               --------------------

     The Trustee is not  responsible for and makes no  representation  as to the
validity or adequacy of this Indenture or the Notes;  it is not  accountable for
the  Company's  use of the  proceeds  from  the  sale  of  Notes,  and it is not
responsible for any statement in any Note.

Section 7.5.   NOTICE OF DEFAULTS.
               ------------------

     If an Event of Default  occurs and is continuing  and if it is known to the
Trustee,  the Trustee must mail to Holders of the Notes a notice of the Event of
Default within ninety (90) days after it occurs.  Except in the case of an Event
of Default in the payment of  principal  or interest on a Note,  the Trustee may
withhold the notice if the Trustee in good faith determines that withholding the
notice is in the interests of Holders of the Notes.

Section 7.6.   REPORTS BY TRUSTEE TO HOLDERS.
               -----------------------------

     If required by TIA Section 313, the Trustee will provide to each Holder one
or more  reports  satisfying  the  requirements  of Section  313 of the TIA.  If
required,  a copy of each report at the time of its  mailing to Holders  must be
filed with the SEC.

Section 7.7.   COMPENSATION AND INDEMNITY.
               --------------------------

     The  Company  will  pay to the  Trustee  reasonable  compensation  for  its
services.  The Trustee's  compensation is not limited by any law on compensation
of a trustee of an express  trust.  The Company will  reimburse the Trustee upon
request for all reasonable  out-of-pocket expenses incurred by it. Such expenses
may  include  the  reasonable  compensation  and  out-of-pocket  expenses of the
Trustee's agents and counsel.

     The Company shall indemnify, defend and hold the Trustee and its directors,
officers,   employees   and  agents   (collectively   with  the   Trustee,   the
"Indemnitees")  harmless  from and  against  every loss,  liability  or expense,
including without limitation damages, fines, suits, actions, demands, penalties,
costs,  out-of-pocket  or  incidental  expenses,  legal fees and  expenses,  the
allocated  costs and expenses of in-house  counsel and legal staff and the costs
and  expenses  of   defending   or   preparing  to  defend   against  any  claim
(collectively,  "Losses")  that may be  imposed  on,  incurred  by, or  asserted
against,  any  Indemnitee  for or in respect of the  Trustee's (a) execution and
delivery of this  Indenture,  (b)  compliance  or attempted  compliance  with or
reliance  upon any  instruction  or other  direction  upon which the  Trustee is
authorized to rely

                                       16
<PAGE>

pursuant  to the  terms  of  this  Indenture  and  (c)  performance  under  this
Indenture,  except in the case of such  performance only and with respect to any
Indemnitee  to  the  extent  that  the  Loss  resulted  from  such  Indemnitee's
negligence or willful  misconduct.  The provisions of this Section shall survive
the  termination of this Indenture and the resignation or removal of the Trustee
for any reason. The Trustee's claims under this Section shall have priority over
all of the claims against the Company under this Indenture.

     The Trustee will notify the Company  promptly of any claim for which it may
seek indemnity. Failure by the Trustee to so notify the Company will not relieve
the Company of its  obligations  hereunder,  except to the extent the Company is
prejudiced  thereby.  The Company  must  defend the claim and the  Trustee  will
cooperate in the defense. The Trustee may have separate counsel, and the Company
will pay the reasonable fees and expenses of such counsel.  The Company need not
pay for any  settlement  made  without  its  consent,  which  consent may not be
unreasonably withheld.

        The Company need not reimburse any expense or indemnify against any loss
or liability incurred by the Trustee through its own gross negligence or willful
misconduct.

     When the  Trustee  incurs  expenses or renders  services  after an Event of
Default  specified in Section 6.1(c) occurs,  the expenses and the  compensation
for the services are intended to constitute expenses of administration under any
Bankruptcy Law.

     The Trustee  shall have a lien on all  property  it holds  pursuant to this
Indenture for the payment of its fees and expenses hereunder.

Section 7.8.   REPLACEMENT OF TRUSTEE.
               ----------------------

     A  resignation  or removal of the  Trustee and  appointment  of a successor
Trustee  becomes  effective  only upon the  successor  Trustee's  acceptance  of
appointment.

     The Trustee may resign by notifying the Company in writing. The Trustee may
be  removed  by the  Holders  of a  majority  in  principal  amount  of the then
outstanding  Notes by so notifying  the Trustee and the Company in writing.  The
Company may remove the Trustee if:

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

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

          (c) a  custodian,  receiver  or  public  officer  takes  charge of the
     Trustee or its property;

          (d) the  Trustee  becomes  incapable  of acting as Trustee  under this
     Indenture; or

          (e) the Company so elects, provided a replacement Trustee is qualified
     pursuant to the terms of this Indenture.

                                       17
<PAGE>

If the Trustee resigns or is removed or if a vacancy exists in the office of the
Trustee for any reason, the Company must promptly appoint a successor Trustee.

     If a successor  Trustee  does not take office  within sixty (60) days after
notice that the Trustee has resigned or has been removed,  the retiring Trustee,
the  Company  or the  Holders  of at least 25% in  principal  amount of the then
outstanding  Notes may  petition  any court of  competent  jurisdiction  for the
appointment of a successor Trustee.

     A successor Trustee must deliver a written acceptance of its appointment to
the retiring Trustee and to the Company. Thereupon the resignation or removal of
the retiring Trustee will become effective,  and the successor Trustee will have
all the  rights,  powers and duties of the  Trustee  under this  Indenture.  The
successor  Trustee  must mail a notice of its  succession  to all  Holders.  The
retiring  Trustee must  promptly  transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided in Section 7.7.

Section 7.9.   SUCCESSOR TRUSTEE BY MERGER, ETC.
               ---------------------------------

     If the Trustee  consolidates,  merges or converts into, or transfers all or
substantially  all of its corporate trust business to another  corporation,  the
successor corporation without any further act will be the successor Trustee.

Section 7.10.  ELIGIBILITY; DISQUALIFICATION.
               -----------------------------

     This Indenture must always have a Trustee who satisfies the requirements of
Section  310(a)(1) and (2) of the TIA. Any successor  Trustee must always have a
combined  capital  and surplus of at least  $1,000,000  as set forth in its most
recent published annual report of conditions.  The Trustee is subject to Section
310(b) of the TIA.

Section 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
               -------------------------------------------------

     The Trustee is subject to Section 311(a) of the TIA, excluding any creditor
relationship  described in Section 311(b) of the TIA. A Trustee who has resigned
or been  removed  will be  subject  to  Section  311(a) of the TIA to the extent
indicated therein.

                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

Section 8.1.   TERMINATION OF COMPANY'S OBLIGATIONS.
               ------------------------------------

     This  Indenture will terminate and be of no further effect (except that the
Company's  obligations  under  Sections  7.7  and 8.2  will  survive)  when  all
outstanding  Notes  theretofore  issued  have been  called  for  redemption  and
adequate  provision has been made for full payment of all principal and interest
payments thereon.

Section 8.2.   REPAYMENT TO THE COMPANY.
               ------------------------

     The Paying Agent must promptly pay to the Company upon written  request any
money, Notes or other securities held by them at any time.

                                       18
<PAGE>

     The Paying  Agent must pay to the Company  upon  written  request any money
held by it for the payment of principal or interest  that remains  unclaimed for
two (2) years after the date upon which such payment  became due.  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 Paying Agent with respect to
such money will cease.

                                    ARTICLE 9
                                   AMENDMENTS

Section 9.1.   WITHOUT CONSENT OF HOLDERS.
               --------------------------

     The Company and the Trustee may amend this  Indenture or the Notes  without
the consent of any Holders:

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

          (b) to comply with Article 5;

          (c) to make any change that does not adversely affect the legal rights
     of any Holder; and

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

     The Company  shall give written  notice to the Holders of the execution and
substantive  provisions of any amendments or supplements to the Indenture or the
Notes.

Section 9.2.   WITH CONSENT OF HOLDERS.
               -----------------------

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

          (a) reduce the principal amount of Notes whose Holders must consent to
     an amendment or waiver;

          (b) reduce the rate of, or change the time for payment of, interest on
     any issued and outstanding Note;

          (c) reduce the principal of or change the Maturity Date of any Note;

          (d) make any Note payable in money other than U.S. dollars;

          (e) make any change in Section 6.4, 6.6 or Section 9.2;

                                       19
<PAGE>

          (f) make any change in Article 10 that adversely affects the rights of
     any Holder; or

          (g) waive an Event of  Default  in the  payment  of  principal  of, or
     interest on, any Note.

The  Company  shall give  written  notice to the  Holders of the  execution  and
substantive  provisions of any amendments or supplements to the Indenture or the
Notes.

Section 9.3.   COMPLIANCE WITH TRUST INDENTURE ACT.
               -----------------------------------

     Every  amendment or supplement  to this  Indenture or the Notes will be set
forth in a supplemental  indenture that complies with the TIA as then in effect.
The Trustee is entitled to require and the Company  must  provide to the Trustee
prior to the  execution  of a supplement  or  amendment to the  Indenture or the
Notes an Opinion of Counsel to the effect that the  Trustee's  execution  of any
such  amendment or  supplemental  Indenture is permitted  under Article 9 of the
Indenture.

Section 9.4.   RECORD DATE.
               -----------

     The record date for determining  which Holders must consent to an amendment
or waiver will be the date of the most recent list of Holders  furnished  to the
Trustee prior to such  solicitation  pursuant to Section 2.5, or such other date
as the Company designates.

Section 9.5.   TRUSTEE PROTECTED.
               -----------------

     The Trustee need not sign any supplemental indenture that adversely affects
its rights.

Section 9.6.   SUBORDINATION PROVISIONS.
               ------------------------

     Notwithstanding  any  provision  of  this  Indenture  or the  Notes  to the
contrary, the subordination  provisions of Article 10 may not be amended without
the consent of the requisite number of holders of Senior  Indebtedness under the
Senior Lending Agreement.

                                   ARTICLE 10
                                  SUBORDINATION

Section 10.1.  AGREEMENT TO SUBORDINATE.
               ------------------------

     Each Holder by accepting a Note agrees that the  indebtedness  evidenced by
the Note is  subordinated  in right of payment,  to the extent and in the manner
provided  in  this  Article,  to  the  prior  payment  in  full  of  all  Senior
Indebtedness  whether outstanding on the date hereof or hereafter incurred,  and
that the subordination is for the benefit of the holders of Senior Indebtedness.

                                       20
<PAGE>

Section 10.2.  LIQUIDATION; DISSOLUTION; BANKRUPTCY.
               ------------------------------------

     Upon any  distribution  to  creditors  of the Company in a  liquidation  or
dissolution  of the  Company  or in a  bankruptcy,  reorganization,  insolvency,
receivership or similar proceeding relating to the Company or its property:

          (a) holders of Senior  Indebtedness are entitled to receive payment in
     full of the principal and interest (including interest,  attorneys fees and
     collection costs accruing after the commencement of any such proceeding) to
     the date of payment on the Senior  Indebtedness before Holders are entitled
     to receive any payment of principal or interest on Notes; and

          (b) until the Senior Indebtedness is paid in full, any distribution to
     which  Holders  would be entitled  but for this Article must be made by the
     Company or by any receiver,  trustee in  bankruptcy,  liquidating  trustee,
     agent or other  Person  making  such  payment  or  distribution,  or by the
     Holders or by the Trustee  under this  Indenture  if  received by them,  to
     holders of Senior Indebtedness as their interest may appear.

Section 10.3.  DEFAULT ON SENIOR INDEBTEDNESS.
               ------------------------------

     Upon a  Performance  Event (as  defined in the Senior  Lending  Agreement),
eighty  percent  (80%)  of  certain  funds  of the  Company,  as  determined  in
accordance with the Senior Lending Agreement,  will be paid to the lenders under
the Senior Lending Agreement,  and will not be available for payment of interest
or  principal  on the Notes  until all  amounts  due and owing  under the Senior
Lending  Agreement are paid in full or such payment is duly provided for in cash
or in a manner satisfactory to the lenders under the Senior Lending Agreement.

     Upon the maturity of any Senior Indebtedness by lapse of time, acceleration
or  otherwise,  all  Senior  Indebtedness  must  first be paid in full,  or such
payment duly provided for in cash or in a manner  satisfactory to the holders of
Senior Indebtedness, before any payment is made by the Company on account of the
principal or interest on the Notes.

     The  Company  may not pay  principal  or  interest on the Notes and may not
acquire  Notes for cash or property if a default on Senior  Indebtedness  occurs
and is continuing that permits holders of such Senior Indebtedness to accelerate
its maturity.  The Company may resume payments on the Notes and may acquire them
when the default on Senior Indebtedness is cured or waived.

Section 10.4.  ACCELERATION OF NOTES.
               ---------------------

     If payment of the Notes is accelerated because of an Event of Default,  the
Company must promptly notify holders of Senior Indebtedness of the acceleration.
The Company must pay Holders  when ninety (90) days pass after the  acceleration
occurs if this Article permits the payment at that time.

                                       21
<PAGE>

Section 10.5.  WHEN DISTRIBUTION MUST BE PAID OVER.
               -----------------------------------

     In the event that,  notwithstanding  the  provisions of Section  10.3,  the
Company makes a payment to any Holder on account of the principal or interest on
the Notes  when a default on the Senior  Indebtedness  occurs and is  continuing
that permits the holders of Senior  Indebtedness  to  accelerate  its  maturity,
then,  unless and until such  default on Senior  Indebtedness  has been cured or
waived or has ceased to exist,  such  payment  will be held by such  Holder,  in
trust for the benefit of, and will be paid over and delivered to, the holders of
Senior  Indebtedness  (pro rata as to each of such  holders  on the basis of the
respective amounts of Senior Indebtedness held by them) or their representative,
as their respective  interests may appear, for application to the payment of all
outstanding  Senior  Indebtedness to the extent necessary to pay all outstanding
Senior Indebtedness in full in accordance with its terms, after giving effect to
any  concurrent  payment  or  distribution  to or  for  the  holders  of  Senior
Indebtedness.

Section 10.6.  NOTICE BY COMPANY.
               -----------------

     The  Company  will  promptly  notify the  Trustee  and the Paying  Agent in
writing  of any  facts  known to the  Company  that  would  cause a  payment  of
principal or interest on the Notes to violate this Article,  but failure to give
such  notice  will not  affect  the  subordination  of the  Notes to the  Senior
Indebtedness.

Section 10.7.  SUBROGATION.
               -----------

     After all Senior  Indebtedness  is paid in full and until all principal and
interest  payments  on the Notes are paid in full,  Holders  of the  outstanding
Notes will be subrogated  (equally and ratably with all other  Indebtedness that
ranks pari passu with the Notes) to the rights of holders of Senior Indebtedness
to  receive  distributions  applicable  to  Senior  Indebtedness  to the  extent
distributions  otherwise  payable to Holders have been applied to the payment of
Senior Indebtedness.

Section 10.8.  RELATIVE RIGHTS.
               ---------------

     This Article  defines the relative  rights of Holders and holders of Senior
Indebtedness. Nothing in this indenture will:

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

          (b) affect the relative rights of Holders and creditors of the Company
     other than their rights in relation to holders of Senior Indebtedness; or

          (c) prevent the Trustee or any Holder from  exercising  its  available
     remedies  upon a Default  or Event of  Default,  subject  to the  rights of
     holders of Senior Indebtedness to receive  distributions  otherwise payable
     to Holders.

                                       22
<PAGE>

Section 10.9.  SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.
               --------------------------------------------

     No right of any holder of Senior  Indebtedness to enforce the subordination
of the Notes may be  impaired  by any act or failure to act by the Company or by
its failure to comply with this Indenture.

     Without  limiting  the  effect of the  preceding  paragraph,  any holder of
Senior Indebtedness may at any time and from time to time without the consent of
or notice to any Holder or to the Trustee, without impairing or releasing any of
the rights of any holder of Senior  Indebtedness under this Indenture,  upon any
terms or conditions and in whole or in part:

          (a)  change  the  manner of  payment,  or change or extend the time of
     payment of, renew or alter any Senior Indebtedness,  any security therefor,
     or any liability  incurred  directly or indirectly in respect thereof,  and
     the provisions of this Article 10 will apply to the Senior  Indebtedness as
     so changed, extended, renewed or altered;

          (b) sell, exchange, release, surrender, realize upon or otherwise deal
     with in any manner  and in any order any  property  at any time  pledged or
     mortgaged  to secure  any  Senior  Indebtedness  or any  other  liabilities
     incurred   directly  or  indirectly  in  respect   thereof  or  any  offset
     thereagainst;

          (c) exercise or refrain from exercising any rights or remedies against
     the Company or others or  otherwise  act or refrain from acting or, for any
     reason,  fail to file, record or otherwise perfect any security interest in
     or lien on any property of the Company or any other Person; and

          (d) settle or  compromise  any  Senior  Indebtedness  or any  security
     therefor,  or any  liability  incurred  directly or  indirectly  in respect
     thereof.

     All  rights and  interests  under  this  Indenture  of any holder of Senior
Indebtedness and all agreements and obligations of the Trustee, the Holders, and
the Company  under Article 6 and under this Article 10 will remain in full force
and effect  irrespective  of (a) any lack of validity or  enforceability  of any
agreement or  instrument  relating to any Senior  Indebtedness  or (b) any other
circumstance  that  might  otherwise  constitute  a defense  available  to, or a
discharge of, the Trustee, any Holder, or the Company.

     Any holder of Senior  Indebtedness is hereby  authorized to demand specific
performance of the provisions of this Article 10, whether or not the Company has
complied with any of the  provisions of this Article 10 applicable to it, at any
time when the  Trustee  or any  Holder  has  failed to comply  with any of these
provisions.  The Trustee and the Holders  irrevocably waive any defense based on
the  adequacy  of a remedy at law that might be asserted as a bar to such remedy
of specific performance.

Section 10.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.
               ----------------------------------------

     Whenever  a  distribution  is to be made or a notice  given to  holders  of
Senior Indebtedness,  the distribution may be made and the notice given to their
representative or, in the case of the Senior Lending Agreement, the Agent Bank.

                                       23
<PAGE>

     Upon any payment or  distribution  of assets of the Company  referred to in
this  Article 10, the Trustee and the Holders  will be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which bankruptcy,
dissolution,  winding-up,  liquidation or reorganization proceedings are pending
or  upon  any  certificate  of  any  representative  of  any  holder  of  Senior
Indebtedness or of the  liquidating  trustee or agent or other Person making any
distribution for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of the Senior Indebtedness, the amount thereof
or payable  thereon,  the amount or amounts paid or distributed  thereon and all
other facts pertinent thereto or to this Article 10.

Section 10.11. RIGHTS OF TRUSTEE AND PAYING AGENT.
               ----------------------------------

     Notwithstanding the provisions of this Article 10 or any other provision of
this  Indenture,  neither the Trustee nor the Paying  Agent will be charged with
knowledge of the  existence of any facts which would  prohibit the making of any
payment or  distribution by the Paying Agent, or the taking of any action by the
Trustee,  and the Paying Agent may continue to make payments on the Notes unless
it has received at its office at least two (2)  Business  Days prior to the date
of such  payment  written  notice of facts that  would  cause any  payment  with
respect to the Notes to violate this Article.  The Trustee may conclusively rely
on such notice. Only the Company or a holder of Senior Indebtedness may give the
notice.  Nothing in this  Article  10  applies to amounts  due to, or impair the
claims of, or payments to, the Trustee  under or pursuant to Section 7.7 hereof.
This Section  shall not apply if the Company or any  affiliate of the Company is
acting as Paying Agent.

Section 10.12. AUTHORIZATION TO EFFECT SUBORDINATION.
               -------------------------------------

     Each Holder by his acceptance of a Note  authorizes and directs the Trustee
on his  behalf  to take  such  action  as may be  necessary  or  appropriate  to
effectuate,  as between the holders of Senior Indebtedness and the Holders,  the
subordination  provided  in this  Article  10,  and  appoints  the  Trustee  his
attorney-in-fact for any and all such purposes.

Section 10.13. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.
               --------------------------------------------------------

     The trustee  does not owe any  fiduciary  duty to the Holders of the Senior
Indebtedness  and may not be liable to any such Holders if the Trustee,  in good
faith and pursuant to the instructions of the Company,  pays over or distributes
to  Holders  money or assets to which any  Holders  of Senior  Indebtedness  are
entitled by virtue of this Article 10 or otherwise.

                                   ARTICLE 11
                                  MISCELLANEOUS

Section 11.1.  TIA CONTROLS.
               ------------

     If any provision of this  Indenture  limits,  qualifies,  or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision controls.

                                       24
<PAGE>

Section 11.2.  NOTICES.
               -------

     Any notice to the  Company or the  Trustee  must be in writing  and will be
deemed to have been duly given on the date of delivery,  if personally delivered
or the date of receipt  indicated on the return receipt,  if delivered or mailed
by registered or certified mail, postage prepaid and return receipt requested to
the party's address set forth below:

        If to the Company, to:

               4700 Belleview, Suite 300
               Kansas City, Missouri  64112-1359
               Attention:  Chief Financial Officer

        If to the Trustee, to:

               U.S. Bank National Association
               60 Livingston Avenue
               St. Paul, Minnesota  55107
               Attention:  Corporate Trust Department

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

     Any notice to a Holder  must be mailed by  first-class  mail to the address
shown on the  register  kept by the  Registrar or such other name and address as
provided to the  Trustee  pursuant  to  Sections  313(c)(2)  and (3) of the TIA.
Failure to mail a notice or  communication  to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.  If a notice is mailed
to a Holder in the manner provided above within the time prescribed,  it is duly
given,  whether or not the addressee  receives it. If the Company mails a notice
to Holders,  it will also mail a copy to the  Trustee and each Paying  Agent and
Registrar at the same time.

Section 11.3.  COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
               -------------------------------------------

     Holders may  communicate  pursuant to Section  312(b) of the TIA with other
Holders  with respect to their  rights  under this  Indenture or the Notes.  The
Trustee is subject to Section 312(b) of the TIA. The Company,  the Trustee,  the
Registrar and anyone else will have the protection of Section 312(c) of the TIA.

Section 11.4.  CERTIFICATE AS TO CONDITIONS PRECEDENT.
               --------------------------------------

     Upon any request or  application  by the Company to the Trustee to take any
action under this Indenture, the Company must furnish to the Trustee:

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

                                       25
<PAGE>

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

Section 11.5.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.
               ---------------------------------------------

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

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

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

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

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

Section 11.6.  RULES BY TRUSTEE.
               ----------------

     The  Trustee  may make  reasonable  rules for  action  by or a  meeting  of
Holders.

Section 11.7.  NO RECOURSE AGAINST OTHERS.
               --------------------------

     No  director,  officer,  employee,  agent,  manager or  stockholder  of the
Company as such,  will have any  liability  for any  obligations  of the Company
under the Notes or this Indenture or for any claim based on, in respect of or by
reason of such obligations.

Section 11.8.  COUNTERPART  ORIGINALS.
               ----------------------

     The  parties may sign any number of copies of this  Indenture.  Each signed
copy is deemed to be an original,  but all of them  together  represent the same
agreement.

Section 11.9.  GOVERNING LAW.
               -------------

     The internal  laws of the state of Missouri  govern this  Indenture and the
Notes.

Section 11.10. SUCCESSORS.
               ----------

     All  agreements of the Company in this  Indenture and the Notes are binding
upon its successor.  All agreements of the Trustee in this Indenture are binding
upon its successor.

                                       26
<PAGE>

Section 11.11. SEVERABILITY.
               ------------

     In case  any  provision  in this  Indenture  or the  Notes  is  found to be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions will not in any way be affected thereby.

Section 11.12. TABLE OF CONTENTS, HEADINGS, ETC.
               ---------------------------------

     The Table of Contents,  Cross-Reference  Table and Headings of the Articles
and Sections of this Indenture  have been inserted for  convenience of reference
only,  are not to be  considered  a part hereof and in no way modify or restrict
any of the terms or provisions thereof.


                                       27
<PAGE>


                                   SIGNATURES

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Indenture to be
duly executed and their  respective  corporate seals to be hereunto  affixed and
attested, as of the day and year first written above.



Dated:  as of December 15, 2004             PIONEER FINANCIAL SERVICES, INC.


                                            By:  /s/ RANDALL J. OPLIGER
                                                 -------------------------------
                                                 Randall J. Opliger

                                            Its: Chief Financial Officer



Dated:  as of December 15, 2004             U.S. BANK NATIONAL ASSOCIATION, as
                                            Trustee


                                            By: /s/ RICHARD PROKOSCH
                                                --------------------------------
                                                 Richard Prokosch

                                            Its: Vice President




                                       28
<PAGE>

                                    EXHIBIT A
                             FORM OF INVESTMENT NOTE

              Incorporated under the laws of the State of Missouri
                        PIONEER FINANCIAL SERVICES, INC.
                                 Investment note


Amount $____________________                                          No._______

Registered Owner:________________________________________________

        For value received, Pioneer Financial Services, Inc. (the "Company")
promises to pay to the Registered Owner or registered assigns the principal
amount of ____________ thousand dollars ($__________) on or prior to the
Maturity Date, and to pay interest thereon at the rate of ___% per annum from
the Issue Date hereof, or from the most recent date to which interest has been
paid, all as follows:

Issue     Principal           Maturity      Interest      Interest     Interest
 Date       Amount     Term     Date          Rate          Due         Payment
 ----       ------     ----     ----          ----          ---         -------



The Notes are issuable only as registered Notes without coupons in denominations
of one thousand dollars ($1,000.00) or any multiple thereof. The holder of this
Note may elect either: (i) to have interest on the Principal Amount compound on
each anniversary of the Issue Date until paid in full on the Maturity Date; (ii)
to receive the Interest Payment in cash annually on the anniversary of the Issue
Date; or (iii) if the original Principal Amount of this Note exceeds ten
thousand dollars ($10,000.00), in return for one-half of one percent (.5%)
reduction in the Interest Rate, to receive one-twelfth (1/12) of the Interest
Payment in cash monthly. Interest payable for any month or portion of a month
will be computed on the basis of the number of days elapsed in a 360-day year of
twelve 30-day months.

     Annual Interest Payments will be made no later than the anniversary of the
Issue Date. Each monthly Interest Payment installment or portion thereof, will
be made no later than the last day of each month. Notwithstanding the foregoing,
the Company may elect in its sole and absolute discretion to make any interest
payment prior to the date it becomes due without penalty


<PAGE>

or premium of any kind. If the term of this Note is not automatically renewed as
provided below, payment of the Principal Amount and any earned but unpaid
interest will be made no later than the Maturity Date. At the election of the
Company, such payments may be deposited in the United States mail, postage
prepaid, addressed to the holder of this Note at the address appearing upon the
Note register maintained by the Registrar at the close of business ten (10) days
prior to such payment date. Payment of the principal of and interest on this
Note will be made at the office of the Paying Agent in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts. In the event that any date on which
principal of or interest on this Note is payable is a Saturday or Sunday or day
that is a legal holiday in the city of Kansas City, Missouri or the state of
Missouri (a "Legal Holiday"), then such payment will be made on the next
succeeding day which is not a Legal Holiday, without any interest or other
payment in respect of such delay, with the same effect as if made on the date
the payment was originally payable.
     This Note will automatically renew for additional terms, each equal in
length to the original term, unless the registered holder has requested payment
in writing on or prior to the twentieth (20th) day after a Maturity Date or
unless the Company determines not to renew this Note. Interest for the term of
each renewal will accrue at the rate offered at the time of renewal by the
Company on newly issued Notes of like denomination and maturity. This Note may
not be extended or refunded.
     All or any portion of this Note is subject to redemption at any time, upon
notice as provided in the Indenture, at the election of the Company, at 100% of
the principal amount so called for redemption, together with interest accrued to
the date fixed for redemption, payable on the surrender of the Note for
redemption. Notes, or portions thereof, for which redemption and payment
provision is made in accordance with the Indenture will cease to bear interest
from and after the date fixed for redemption. If this Note is redeemed in part
only, a new Note for the portion not redeemed will be issued in the name of the
holder on the cancellation of this Note.
     This Note is one of a duly authorized issue of Investment notes of the
Company (the "Notes") issued under and subject in all respects to the terms of
an Amended and Restated Indenture dated as of December 15, 2004 (the
"Indenture"), between the Company and U.S. Bank National Association, as Trustee
(the

                                       2
<PAGE>

"Trustee"). Reference is hereby made to the Indenture and all supplemental
indentures for a statement of the respective rights of the Company, the Trustee,
the agents of the Company and the Trustee and the holders of the Notes. All
capitalized terms used, but not defined, in this Note have the meanings assigned
to them in the Indenture. No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note in the manner herein prescribed.
     As provided in the Indenture, this Note is transferable only on the Note
register maintained by the Registrar, upon surrender of this Note for transfer
at the office of the Registrar, duly endorsed by, or accompanied by a written
instrument of transfer in a form satisfactory to the Company and the Registrar
duly executed by, the registered holder hereof or his attorney duly authorized
in writing, a copy of which authorization must be delivered with any such
instrument of transfer, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees. A service fee may be charged to replace a
lost or stolen Note, to transfer this Note or to issue a replacement payment
check. The Company, the Trustee and any agent of the Company or the Trustee may
treat the person in whose name this Note is registered as the owner hereof for
the purpose of receiving payment as herein provided and for all other purposes,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
     The Company currently serves as Registrar and Paying Agent for the Notes.
     If this Note is issued in the names of holders as joint tenants, the
Registrar may transfer or re-register the ownership of this Note upon the
signature of one such joint tenants, and the Company, the Registrar, the Trustee
and any agent of the Company, Registrar or the Trustee shall not be liable to
the other joint tenants for any change of registration or other transfer
effected upon the signature of one of such joint tenants.
     Each holder of this Note agrees that the indebtedness evidenced by this
Note is subordinated in right of payment, to the extent and in the manner
provided in the Indenture, to the prior payment in full of all Senior
Indebtedness, whether outstanding on the date hereof or hereafter incurred. The
Indenture generally defines Senior Indebtedness as all outstanding Indebtedness
for borrowed money (present or future) created, incurred, assumed or guaranteed
by the Company (and all renewals, extensions or refundings thereof), which is
(i) not expressly subordinate or junior to any other Indebtedness of the
Company; (ii) which is expressly subordinate and junior to the Indebtedness
described in clause (i) but not to any other

                                       3
<PAGE>

Indebtedness of the Company and (iii) which is expressly subordinate and junior
to the Indebtedness described in clauses (i) and (ii) but not to any other
Indebtedness of the Company.
     If an Event of Default, as defined in the Indenture, occurs and is
continuing, the principal of and accrued interest on all Notes may be declared
due and payable in the manner and with the effect provided in the Indenture. The
Indenture generally provides that an Event of Default occurs if: (i) the Company
fails to pay any installment of interest on a Note when the same becomes due and
payable and the failure to pay continues for a period of ten (10) days after
receipt of written notice from the holder of the Note or the Trustee; (ii) the
Company fails to pay the principal of any Note when the same becomes due and
payable at maturity, upon redemption or otherwise, and the failure to pay
continues for a period of ten (10) days after receipt of written notice from the
holder of the Note or the Trustee; (iii) the Company becomes subject to certain
events of bankruptcy or insolvency; or (iv) the Company fails to comply with any
of its other agreements in, or the provisions of, the Note or the Indenture and
such failure is not cured or waived within sixty (60) days after receipt by the
Company of a specific written notice from the Trustee or the holders of at least
a majority in principal amount of the then outstanding Notes.
     As permitted in the Indenture, the Indenture, other than subordination
provisions, may be amended and the rights and obligations of the Company and the
rights of the holders of the Notes under the Indenture modified at any time by
the Company with the consent of the Trustee and holders of a majority in
principal amount of the then outstanding Notes. The Company and the Trustee may
not modify the Indenture without the consent of each holder affected if the
modification (i) affects the terms of payment of, the principal of, or any
interest on, any Note; (ii) changes the percentage of Note holders who consent
to a waiver or modification as required; (iii) affects the subordination
provisions of the Indenture in a manner that adversely affects the right of any
holder; or (iv) waives any Event of Default in the payment of principal of, or
interest on, any Note.
     As permitted by the Indenture, the Trustee and holders of a majority in
principal amount of the then outstanding Notes, on behalf of the holders of all
Notes, may waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences,
except an Event of Default in the payment of principal or of interest on the
Notes.

                                       4
<PAGE>

     References hereby made to the further provisions of this Note set forth on
the reverse side hereof, which further provisions shall for all purposes have
the effect as if set forth in this place.
     This Note, including the validity hereof, will be construed in accordance
with and governed by the laws of the state of Missouri.
     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                            PIONEER FINANCIAL SERVICES, INC.
                                            Kansas City, Missouri


                                            By:
                                               ---------------------------------
                                               (Authorized Officer)
Attest:




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

                                       5
<PAGE>


This  Note  is  transferable  only  on the  books  of and  by any  joint  tenant
presenting the original Note at the Office of:

                        Pioneer Financial Services, Inc.
                            4700 Belleview, Suite 300
                        Kansas City, Missouri 64112-1359

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>

<S>                                     <C>
TEN COM - as tenants in common          UNIF GIFT MIN ACT_____________Custodian_______________
TEN ENT - as tenants by the entireties                     (Cust)                   (Minor)
JT TEN -  as joint tenants with right   Under Uniform Gifts to Minors Act of _________________
          of survivorship and not                                               (State)
          as tenants in common
TOD -     transfer on death
          direction in event
          of owner's death, to
          person named on face
          subject to TOD rules
          referenced
</TABLE>

     Additional abbreviations may also be used though not in the above list.

CERTIFICATE TRANSFERS AND REDEMPTIONS

FOR VALUE RECEIVED the undersigned hereby:

[_] Sells, assigns and transfers unto        ___________________________________
                                             (Name and Address of Assignee,
                                              Including  Zip Code, Must Be
                                              Printed or Typewritten)


                                             ___________________________________
                                             the within Certificate, and all
                                             rights thereunder, hereby irrevoc-
                                             ably constituting and appointing
                                             William D. Sullivan [or Donald D.
                                             Heriford] Attorney to transfer
                                             said Certificate on the books of
                                             the registrar, with full power of
                                             substitution in the premises.


                      --------------------------------
                                                       Please Insert Social
                                                       Security or Other
                                                       Identifying Number of
                                                       New Order
                      --------------------------------


[_] Permanently Changes the Name(s)   OLD NAME (Registration):__________________
    or Registration
                                      NEW NAME (Registration):__________________


[_] Surrendering the Certificate      Please Send Check to:_____________________
    at Maturity for Payment                                _____________________


DATED:______________________________

                                       6
<PAGE>






X__________________________________________  Subscribed and sworn to before me
             Registered Owner                this _________ day of _____________
                                             20____.

X__________________________________________  _____________________________(SEAL)
             Registered Owner

X__________________________________________  Notary Public My Commission
             Registered Owner                Expires_______________________


NOTICE:  The signature must correspond with the name as it appears upon the face
of the Certificate in every particular, without alteration or enlargement or any
change whatever.


                                       7