<PAGE>

                                                                     Exhibit 4.1

                                   INDENTURE

                     APPROVED FINANCIAL CORP., as obligor


         Unsecured, Subordinated Certificate of Investment Securities

                                      and

            Unsecured, Subordinated Money Market Account Securities



                                $50,000,000.00



U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association as trustee


                            Dated as of ____, 2000
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                 <C>
ARTICLE I.  DEFINITIONS AND INCORPORATION BY REFERENCE
      Section 1.1       Definitions.............................................................................    1
      Section 1.2       Other Definitions.......................................................................    4
      Section 1.3       Incorporation by Reference of Trust Indenture Act.......................................    4
      Section 1.4       Rules of Construction...................................................................    5

ARTICLE II.  THE SECURITIES
      Section 2.1       Unlimited Amount; Accounts; Interest; Maturity..........................................    5
      Section 2.2       Transaction Statement...................................................................    7
      Section 2.3       Registrar and Paying Agent..............................................................    7
      Section 2.4       Paying Agent to Hold Money in Trust.....................................................    8
      Section 2.5       Securityholder Lists....................................................................    8
      Section 2.6       Transfer and Exchange...................................................................    8
      Section 2.7       Payment of Principal and Interest; Principal and Interest Rights Preserved..............    9
      Section 2.8       Right of Set-Off In Certain Circumstances...............................................   11
      Section 2.9       Outstanding Securities..................................................................   11
      Section 2.10      Treasury Securities.....................................................................   11
      Section 2.11      Reserved................................................................................   11
      Section 2.12      Reserved................................................................................   11
      Section 2.13      Defaulted Interest......................................................................   11
      Section 2.14      Book Entry Registration.................................................................   12
      Section 2.15      Initial and Periodic Statements.........................................................   12

ARTICLE III.  REDEMPTION
      Section 3.1       Redemption of Certificate of Investment Securities......................................   13
      Section 3.2       Redemption of Money Market Account Securities...........................................   13

ARTICLE IV.  COVENANTS
      Section 4.1       Payment of Securities...................................................................   15
      Section 4.2       Maintenance of Office or Agency.........................................................   15
      Section 4.3       SEC Reports and Other Reports...........................................................   15
      Section 4.4       Compliance Certificate..................................................................   16
      Section 4.5       Stay, Extension and Usury Laws..........................................................   17
      Section 4.6       Liquidation.............................................................................   17

ARTICLE V.  SUCCESSORS
      Section 5.1       When the Company May Merge, etc.........................................................   17
      Section 5.2       Successor Corporation Substituted.......................................................   18

ARTICLE VI.  DEFAULTS AND REMEDIES
      Section 6.1       Events of Default.......................................................................   18
      Section 6.2       Acceleration............................................................................   19
      Section 6.3       Other Remedies..........................................................................   19
      Section 6.4       Waiver of Past Defaults.................................................................   20
      Section 6.5       Control by Majority.....................................................................   20
      Section 6.6       Limitation on Suits.....................................................................   20
      Section 6.7       Rights of Holders to Receive Payment....................................................   21
      Section 6.8       Collection Suit by Trustee..............................................................   21
      Section 6.9       Trustee May File Proofs of Claim........................................................   21
      Section 6.10      Priorities..............................................................................   22
      Section 6.11      Undertaking for Costs...................................................................   22
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                                <C>
ARTICLE VII.  TRUSTEE
      Section 7.1       Duties of Trustee.......................................................................   22
      Section 7.2       Rights of Trustee.......................................................................   23
      Section 7.3       Individual Rights of Trustee............................................................   24
      Section 7.4       Trustee's Disclaimer....................................................................   24
      Section 7.5       Notice of Defaults......................................................................   24
      Section 7.6       Reports by Trustee to Holders...........................................................   24
      Section 7.7       Compensation and Indemnity..............................................................   25
      Section 7.8       Replacement of Trustee..................................................................   25
      Section 7.9       Successor Trustee by Merger, etc........................................................   26
      Section 7.10      Eligibility; Disqualification...........................................................   26
      Section 7.11      Preferential Collection of Claims Against Company.......................................   27

ARTICLE VIII.  DISCHARGE OF INDENTURE
      Section 8.1       Termination of Company's Obligations....................................................   27
      Section 8.2       Application of Trust Money..............................................................   28
      Section 8.3       Repayment to Company....................................................................   28
      Section 8.4       Reinstatement...........................................................................   28

ARTICLE IX.  AMENDMENTS
      Section 9.1       Without Consent of Holders..............................................................   29
      Section 9.2       With Consent of Holders.................................................................   29
      Section 9.3       Compliance with Trust Indenture Act.....................................................   31
      Section 9.4       Revocation and Effect of Consents.......................................................   31
      Section 9.5       Notation on or Exchange of Certificate of Investment Securities.........................   31
      Section 9.6       Trustee to Sign Amendments, etc.........................................................   31

ARTICLE X.  SUBORDINATION
      Section 10.1      Agreement to Subordinate................................................................   32
      Section 10.2      Liquidation; Dissolution; Bankruptcy....................................................   32
      Section 10.3      Default of Senior Debt..................................................................   33
      Section 10.4      When Distribution Must Be Paid Over.....................................................   33
      Section 10.5      Notice by Company.......................................................................   34
      Section 10.6      Subrogation.............................................................................   34
      Section 10.7      Relative Rights.........................................................................   34
      Section 10.8      Subordination May Not Be Impaired by the Company or Holders of Senior Debt..............   35
      Section 10.9      Distribution or Notice to Representative................................................   36
      Section 10.10     Rights of Trustee and Paying Agent......................................................   36
      Section 10.11     Authorization to Effect Subordination...................................................   36
      Section 10.12     Article Applicable to Paying Agent......................................................   36
      Section 10.13     Miscellaneous...........................................................................   37

ARTICLE XI.  MISCELLANEOUS
      Section 11.1      Trust Indenture Act Controls............................................................   37
      Section 11.2      Notices.................................................................................   37
      Section 11.3      Communication by Holders with Other Holders.............................................   38
      Section 11.4      Certificate and Opinion as to Conditions Precedent......................................   38
      Section 11.5      Statements Required in Certificate or Opinion...........................................   38
      Section 11.6      Rules by Trustee and Agents.............................................................   39
      Section 11.7      Legal Holidays..........................................................................   39
      Section 11.8      No Recourse Against Others..............................................................   39
      Section 11.9      Duplicate Originals.....................................................................   39
      Section 11.10     Governing Law...........................................................................   39
      Section 11.11     No Adverse Interpretation of Other Agreements...........................................   39
      Section 11.12     Successors..............................................................................   39
      Section 11.13     Severability............................................................................   39
      Section 11.14     Counterpart Originals...................................................................   40
      Section 11.15     Table of Contents, Headings, etc........................................................   40
</TABLE>

                                      ii
<PAGE>

                            CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
   Trust Indenture
      Act Section                 Indenture Section
                                  -----------------
   <S>                                                                         <C>
   310(a)(1)...................................................................7.10
   (a)(2)......................................................................7.10
   (a)(3)......................................................................N.A.
   (a)(4)......................................................................N.A.
   (a)(5)......................................................................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)....................................................................7.6; 11.2
   (d)..........................................................................7.6
   314(a)............................................................4.3; 4.4; 11.2
   (b).........................................................................N.A.
   (c)(1)......................................................................11.4
   (c)(2)......................................................................11.4
   (c)(3)......................................................................N.A.
   (d).........................................................................N.A.
   (e).........................................................................11.5
   (f).........................................................................N.A.
   315(a)....................................................................7.1(b)
   (b)....................................................................7.5; 11.2
   (c).......................................................................7.1(a)
   (d).......................................................................7.1(c)
   (e).........................................................................6.11
   316(a)(last sentence).......................................................2.10
   (a)(1)(A)....................................................................6.5
   (a)(1)(B)....................................................................6.4
   (a)(2)......................................................................N.A.
   (b)..........................................................................6.7
   (c).........................................................................N.A.
   317(a)(1)....................................................................6.8
   (a)(2).......................................................................6.9
   (b)..........................................................................2.4
   318(a)......................................................................11.1
</TABLE>

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

                                      iii
<PAGE>

         INDENTURE dated as of ___, 2000, by Approved Financial Corp., a
Virginia corporation (the "Company"), and U.S. BANK TRUST NATIONAL ASSOCIATION,
a national banking association, as trustee (the "Trustee").

         The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the unsecured,
subordinated Certificate of Investment Securities and the unsecured adjustable
rate subordinated Money Market Account Securities of the Company issued pursuant
to the Company's registration statement on Form S-1 declared effective by the
Securities and Exchange Commission on or about [___], 2001 (collectively, the
"Securities"):

                                   ARTICLE I.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.1       Definitions.

         "Account" means the record of beneficial ownership of a Money Market
Account Security or Certificate of Investment Security maintained by the
Company.

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

         "Agent" means any Registrar, Paying Agent or co-registrar of the
Securities.

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

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

         "Company" means Approved Financial Corp., unless and until replaced by
a successor in accordance with Article V hereof and thereafter means such
successor.

         "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is originally dated, located at 100 Wall Street, New York, New York
10005 Attn. John Bowman, Corporate Trust.

         "Default" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.

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

         "Fiscal Year" means initially a December 31 year end.

                                       1
<PAGE>

         "GAAP" means, as of any date, generally accepted accounting principles
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession, which are in effect from time to time.

         "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

         "Holder" or "Securityholder" means a Person in whose name a Security is
registered.

         "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or representing the
balance deferred and unpaid of the purchase price of any property (including
capital Lease obligations) or representing any hedging obligations, except any
such balance that constitutes an accrued expense or a trade payable, if and to
the extent any of the foregoing indebtedness (other than letters of credit and
hedging obligations) would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP, and also includes, to the extent not
otherwise included, (a) the Guarantee of items that would be included within
this definition, and (b) liability for items that would arise by operation of a
Person's status as a general partner of a partnership.

         "Indenture" means, this Indenture as amended or supplemented from time
to time.

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

         "Interest Accrual Period" means, as to each Security, the period from
the later of the Interest Accrual Date of such Security or the day after the
last Payment Date upon which an interest payment was made until the following
Payment Date during which interest accrues on each Security with respect to any
Payment Date.

         "Certificate of Investment Securities" or "Certificate of Investment
Security" means the Company's Unsecured Subordinated Certificates of Investment
Security(s) issued under this Indenture.

         "Issue Date" means, with respect to any Security, the date on which
such Security is initially registered on the books and records of the Registrar.

         "Legal Holiday" means a legal holiday in the State of Virginia.

         "Maturity Date" means, with respect to any Security, the date on which
the principal of such Security becomes due and payable as therein provided.

         "Maturity Record Date" means, with respect to any Security, as of 11:59
p.m. of the date fifteen days prior to the Maturity Date or Redemption Date
applicable to such Security.

                                       2
<PAGE>

         "Money Market Account Security" means the Company's unsecured
adjustable rate, subordinated Money Market Account Securities issued pursuant to
this Indenture.

         "Obligations" means any principal, interest (including Post-Petition
Interest), penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

         "Officer" means the Chairman of the Board or principal executive
officer of the Company, the President or operating officer of the Company, the
Chief Financial Officer or principal financial officer of the Company, the
Treasurer, any Assistant Treasurer, Controller or principal officer of the
Company, Secretary or any Vice-President of the Company.

         "Officers' Certificate" means a certificate signed by two Officers, one
of whom must be the principal executive officer, principal operating officer,
principal financial officer or principal accounting officer of the Company.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

         "Payment Date" means the last day of each calendar month or such other
date as determined by the Holder and the Company or if such day is not a
Business Day, the Business Day immediately following such day and, with respect
to a specific Security, the Maturity Date or Redemption Date of such Security.

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

         "Post-Petition Interest" means interest accruing after the commencement
of any bankruptcy or insolvency case or proceeding with respect to the Company
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, at the rate applicable to such Indebtedness,
whether or not such interest is an allowable claim in any such proceeding.

         "Redemption Date" has the meaning given in Article III hereof.

         "Redemption Price" means, with respect to any Security to be redeemed,
the principal amount of such Security plus the interest accrued but unpaid
during the Interest Accrual Period up to the Redemption Date for such security.

         "Regular Record Date" means, with respect to each Payment Date, as of
11:59 p.m. of the date fifteen days prior to such Payment Date.

         "Responsible Officer" when used with respect to the Trustee, means any
officer in its Corporate Trust Office, or any other assistant officer of the
Trustee in its Corporate Trust Office customarily performing functions similar
to those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or her knowledge of and familiarity with the particular subject.

         "SEC" means the U.S. Securities and Exchange Commission.

                                       3
<PAGE>

         "Security" or "Securities" means, the Company's unsecured, subordinated
Certificates of Investment Securities and the unsecured, adjustable rate,
subordinated Money Market Account Securities issued under this Indenture.

         "Senior Debt" means any Indebtedness (whether outstanding on the date
hereof or thereafter created) incurred by the Company in connection with
borrowings by the Company (including its subsidiaries) from a bank, trust
company, insurance company, any other institutional lender or other entity which
lends funds in connection with its primary business activities whether such
Indebtedness is or is not specifically designated by the Company as being
"Senior Debt" in its defining instruments.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-
77bbbb) as in effect on the date on which this Indenture is qualified under the
TIA.

         "Total Permanent Disability" means a determination by a physician
chosen by the Company that the Holder of a Security, who was gainfully employed
on a full time basis at the Issue Date of such security is unable to work on a
full time basis during the succeeding twenty-four months. For purposes of this
definition, "working on a full time basis" shall mean working at least forty
hours per week.

         "Trustee" means US Bank Trust, a national banking association, until a
successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

         "U.S. Government Obligations" means direct obligations of the United
States of America, or any agency or instrumentality thereof for the payment of
which the full faith and credit of the United States of America is pledged.

Section 1.2 Other Definitions.

                                                 Defined in
                      Term                           Section
                                                     -------
              "Bankruptcy Law".......................................6.1
              "Custodian"............................................6.1
              "Event of Default".....................................6.1
              "Legal Holiday".......................................11.7
              "Paying Agent".........................................2.3
              "Payment Blockage Period".............................10.3
              "Payment Notice"......................................10.3
              "Registrar"............................................2.3


Section 1.3 Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                  "indenture securities" means the Securities;

                  "indenture security holder" means a Securityholder;

                  "indenture to be qualified" means this Indenture;

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

                                       4
<PAGE>

            "obligor" on the Securities means the Company or any successor
            obligor upon the Securities.

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

Section 1.4 Rules of Construction.

            Unless the context otherwise requires:

            1. a term has the meaning assigned to it;

            2. an accounting term not otherwise defined has the meaning
            assigned to it in accordance with GAAP;

            3. references to GAAP, as of any date, shall mean GAAP in
            effect in the United States as of such date;

            4. "or" is not exclusive,

            5. words in the singular include the plural, and in the plural
            include the singular; and

            6. provisions apply to successive events and transactions.

                                   ARTICLE II.
                                 THE SECURITIES

Section 2.1 Unlimited Amount; Accounts; Interest; Maturity.

         The outstanding aggregate principal amount of Securities outstanding at
any time is limited to $50 million, provided, however, that the Company and the
Trustee may, without the consent of any Holder, increase such aggregate
principal amount of Securities which may be outstanding at any time. The
Securities may be subject to notations, legends or endorsements required by law,
stock exchange rule, agreements to which the Company is subject or usage.

         Except as provided in Section 2.14 hereof, each Security shall not be
evidenced by a promissory note. The record of beneficial ownership of the
Securities shall be maintained and updated by the Company through the
establishment and maintenance of Accounts. Unless otherwise provided in or
pursuant to this Indenture, Securities shall be issued in book entry form
without coupons in such minimum denominations as may be determined from time to
time by the Company and disclosed in the offering prospectus or prospectus rate
supplement. Separate purchases may not be cumulated to satisfy the minimum
denomination requirements. Each Certificate of Investment Security shall have a
term of not less than three months and not greater than 120 months as shall be
designated by the Company from time to time. Each Money Market Account Security
shall have no stated term to maturity and shall be redeemable in increments of
$500 (except in the case of the redemption of the entire account) at the option
of the Holder upon written notice to the Company as provided in Article III of
this Indenture. The payment due upon redemption shall be made within 10 Business
Days of the Company's receipt of such notice from the Holder. Each Money Market
Account shall also be redeemable by the Company upon 30 days written notice to
the Holder thereof.

                                       5
<PAGE>

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

         Interest on a Certificate of Investment Security with a term of less
than twelve (12) months will compound daily and be payable at maturity. Interest
on an Certificate of Investment Security with a duration of twelve (12) months
or longer will compound daily and the Holder thereof may elect to have interest
paid monthly, on the fifteenth day of each calendar month, quarterly, on January
15, April 15, July 15 and October 15, semi-annually, on January 15 and July 15,
annually, on January 15, or upon maturity. A Holder may change this election
once during the term of the Certificate of Investment Security. To the extent
any applicable interest payment date is not a Business Day, then interest shall
be paid instead on the next succeeding Business Day.

         Interest on a Money Market Account Security shall compound daily and
will be payable in the form of additional notes. Interest shall be payable on a
monthly basis at the end of each calendar month on any Account with a minimum
balance as determined by the Company and disclosed in the offering prospectus or
prospectus rate supplement. No interest will be paid on any Account for any day
during which the principal balance of such account is less than such minimum
balance as determined by the Company.

         The Company will give each Holder of a Certificate of Investment
Security (existing as of the applicable Maturity Record Date) a written notice
at least seven days prior to the Maturity Date of the Certificate of Investment
Security held by such Holder reminding such Holder of the pending maturity of
the Certificate of Investment Security and noticing the Holder of the Company's
intention to repay, or if the Company does not intend to repay the Certificate
of Investment Security, reminding the Holder that the extension provision
described in the next paragraph will take effect unless the Holder requests
payment. Such notice shall also state that payment of principal of an
Certificate of Investment Security be made upon presentation and surrender of
such Certificate of Investment Security and shall specify the place where such
Certificate of Investment Security may be presented and surrendered for the
making of such payment. If the Company gives notice to a Holder of the Company's
intention to repay a Certificate of Investment Security at maturity, no interest
will accrue after the Maturity Date for such Certificate of Investment Security.
Otherwise, if a Holder requests repayment within seven days after the Maturity
Date, the Company will pay interest on the Certificate of Investment Security
during the period after the Certificate of Investment Security's Maturity Date
and prior to redemption at the lower of (i) the lowest interest rate then being
paid on Certificate of Investment Securities being offered by the Company to the
general public or (ii) the rate being paid on such Certificate of Investment
Security immediately prior to its maturity.

         If, within seven days after the Maturity Date of an Certificate of
Investment Security, a Holder of such Certificate of Investment Security has

                                       6
<PAGE>

not demanded repayment of the Certificate of Investment Security, and the
Company has not noticed its intention to repay such Security at least seven days
prior to maturity, such Certificate of Investment Security shall be extended
automatically for the same term, and shall be deemed to have been renewed by the
Holder thereof as of the Maturity Date. A Certificate of Investment Security
will continue to renew as described herein absent some permitted action by
either the Holder or the Company. Interest shall continue to accrue from the
first day of such renewed term. Such Certificate of Investment Security, as
renewed, will continue in all its provisions, including provisions relating to
payment, except that the interest rate payable during any renewed term shall be
the interest rate, which is being offered by the Company on similar Certificate
of Investment Securities as of the renewal date. If similar Certificate of
Investment Securities are not then being issued, the interest rate upon renewal
will be the rate specified by the Company on or before the Maturity Date of such
Certificate of Investment Security, or the Certificate of Investment Security's
current rate if no such rate is specified.

         Certificate of Investment Securities with a remaining duration of
greater than one (1) year are subject to early repayment at the election (a) of
the Holder only upon the occurrence of a Total Permanent Disability of such
Holder (or if such Certificate of Investment Security is held jointly by a
husband and wife, upon the Total Permanent Disability of one of such spouses),
(b) of a Holder's estate after a Holder's death or (c) if such Certificate of
Investment Security is held jointly by a husband and wife, of a Holder upon the
death of such Holder's spouse. Otherwise, Holders will have no right to demand
early repayment.

         The Company may modify its policy on redemptions after death or Total
Permanent Disability provided that any change in such policy shall not effect
any outstanding security.

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

Section 2.2 Transaction Statement.

         A Security shall not be validly issued until a transaction statement
executed by a duly authorized officer of the Company is sent to the purchaser or
transferee thereof and an Account is established by the Company in the name of
such purchaser or transferee.

Section 2.3 Registrar and Paying Agent.

         The Company shall maintain (i) an office or agency where Securities may
be presented for registration of transfer or for exchange ("Registrar") and (ii)
an office or agency where Securities may be presented for payment ("Paying
Agent"). The Registrar shall keep a register of the Securities and of their
transfer and exchange. The Company may appoint one or more co-registrars and one
or more additional paying agents. The term "Registrar" includes any
co-registrar, and the term "Paying Agent" includes any additional paying agent.
The Company may change any Paying Agent or Registrar without prior notice to any
Securityholder; provided that the Company shall promptly notify the
Securityholders of the name and address of any Agent not

                                       7
<PAGE>

a party to this Indenture. The Company may act as Paying Agent and/or Registrar.
In the event the Company uses any Agent other than the Company or the Trustee,
the Company shall enter into an appropriate agency agreement with such Agent,
which agreement shall incorporate the provisions of the TIA. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any such Agent. If
the Company fails to maintain a Registrar or Paying Agent, or fails to give the
foregoing notice, the Trustee shall act as such, and shall be entitled to
appropriate compensation in accordance with Section 7.7 hereof.

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

Section 2.4 Paying Agent to Hold Money in Trust.

         Prior to each due date of the principal or interest on any Security,
the Company shall deposit with the Paying Agent sufficient funds to pay
principal, premium, if any, and interest then so becoming due and payable in
cash. The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal or interest on the Securities, and will notify the Trustee
promptly in writing of any default by the Company in making any such payment.
While any such default continues, the Trustee shall require a Paying Agent (if
other than the Company) to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company) shall have no further liability for the money delivered to the Trustee.
If the Company acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Securityholders all money held by it as Paying
Agent. The Company shall notify the Trustee in writing at least 5 days before
the Payment Date of the name and address of the Paying Agent if a person other
than the Company is named Paying Agent at any time or from time to time.

Section 2.5 Securityholder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders and shall otherwise comply with TIA ss.312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee each quarter during
the term of this Indenture and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Security holders, and the aggregate
principal amount outstanding and the Company shall otherwise comply with TIA
ss.312(a).

Section 2.6 Transfer and Exchange.

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

                 (i)   made to the Registrar in writing on a form supplied

                                       8
<PAGE>

                       by the Company;

                 (ii)  duly executed by the current holder of the Account, as
                       reflected on the Company's records as of the date of
                       receipt of such transfer request, or his attorney duly
                       authorized in writing;

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

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

Upon transfer of a Security, the Company will provide the new registered owner
of the Security with an initial transaction statement, which will evidence the
transfer of the account on the Company's records in accordance with applicable
law.

         (b) Obligations with respect to Transfers and Exchanges of Securities.

                       (i)  The Company may assess service charges to a Holder
                            for any registration or transfer or exchange, and
                            the Company may require payment of a sum sufficient
                            to cover any transfer tax or similar governmental
                            charge payable in connection therewith (other than
                            any such transfer taxes or similar governmental
                            charge payable upon exchange pursuant to Section 9.5
                            hereof).

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

Section 2.7 Payment of Principal and Interest; Principal and Interest Rights
            Preserved.

         (a) Each Security shall accrue interest at the rate specified for such
Security and such interest shall be payable on each Payment Date following the
Issue Date for such Security, until the principal thereof becomes due and
payable. Any installment of interest payable on a Security that is caused to be
punctually paid or duly provided for by the Company on the applicable Payment
Date shall be paid to the Holder in whose name such Security is registered in
the Security Register on the applicable Regular Record Date: (i) with respect to
the Certificate of Investment Securities outstanding, by check mailed to such
Holder's address as it appears in the Security Register on such Regular Record
Date, and (ii) with respect to the Money Market Account Securities outstanding,
by crediting the Account of each Holder of a Money Market Account Security as of
the last day of each calendar date month following the Issue Date with
additional Money Market Account Securities in an amount equal to the interest
due on the balance maintained in the Account during the preceding calendar month
provided that no interest shall accrue for any day in which the balance in an
Account is less than the minimum balance determined by the Company and disclosed
to owners by means of

                                       9
<PAGE>

offering prospectus and offering prospectus rate supplements. The payment of any
interest payable in connection with the payment of any principal payable with
respect to such Security on a Maturity Date or Redemption Date shall be payable
as provided below. Any funds with respect to which such checks were issued which
remain uncollected shall be held in accordance with Section 8.3 hereof. Any
installment of interest not punctually paid or duly provided for shall be
payable in the manner and to the Holders specified in Section 2.13 hereof.

         (b) Each of the Certificate of Investment Securities shall have stated
maturities of principal as shall be indicated in each such Security. The
principal of each Certificate of Investment Security shall be paid in full no
later than the Maturity Date thereof unless the term of such Security is
extended pursuant to Section 2.1 hereof or such Certificate of Investment
Security becomes due and payable at an earlier date by acceleration, redemption
or otherwise. The interest rate paid on the Money Market Account Securities
shall be adjusted by the Company from time to time in its sole discretion. The
Company shall provide written notice to all Holders of the Money Market Account
Securities at least 14 days prior to any decrease in the interest rate to be
paid thereon, which notice shall set forth the new interest rate to be paid and
the effective date of such change. The Company shall have the right to increase
the interest rate paid on the Money Market Account Securities at any time
without prior notice to the Holders of the Money Market Account Securities.

         Interest on each Security shall be due and payable on each Payment Date
at the interest rate applicable to such Security for the Interest Accrual Period
related to such Security and such Payment Date.

         Notwithstanding any of the foregoing provisions with respect to
payments of principal of and interest on the Securities, if the Securities have
become or been declared due and payable following an Event of Default, then
payments of principal of and interest on the Securities shall be made in
accordance with Article 6 hereof.

         The principal payment made on any Certificate of Investment Security on
any Maturity Date (or the Redemption Price of any Security required to be
redeemed), and any accrued interest thereon, shall be payable on or after the
Maturity Date or Redemption Date therefore at the office or agency of the
Company maintained by it for such purpose pursuant to Section 2.3 hereof or at
the office of any Paying Agent for such Certificate of Investment Security.

         The principal payment made on any Money Market Account Security on any
Redemption Date and any accrued interest thereon, shall be payable within 10
Business Days of the Company's receipt of written notice executed by the Holder
or his duly authorized representative on a form acceptable to the Company at the
office or agency of the Company maintained by it for such purpose pursuant to
Section 2.3 hereof or at the office of any Paying Agent for such Money Market
Account Securities. All such payments made upon redemption of the Money Market
Account Securities shall be made in U.S. dollars.

         (c) All computations of interest due with respect to any Security shall
be made, unless otherwise specified in the Security, based upon the actual
number of days (e.g., 365 or 366) in the applicable year.

                                       10
<PAGE>

Section 2.8  Right of Set-Off In Certain Circumstances.

         Subject to the conditions of applicable law, if the holder of a
Security is a borrower or guarantor on a loan, lease or other obligation owned
by the Company or one of the Company's affiliates or subsidiaries and that
obligation becomes delinquent or otherwise in default, the Company reserves the
right to set-off principal and interest payments due on the Securities against
all sums due by the holder of the affiliate or subsidiary pursuant to the
set-off terms contained in the loan, lease, other indebtedness or the guarantee.
If the Company elects to exercise its right of set-off, the Security shall
automatically be deemed redeemed as of the date of set-off without regard to any
notice period otherwise applicable to redemption by the Company.

Section 2.9  Outstanding Securities.

         The Securities outstanding at any time are (i) the outstanding balances
of all Accounts representing the Certificate of Investment Securities maintained
by the Company or such other entity as the Company designated as Registrar, and
(ii) the outstanding balances of all of the Accounts representing the Money
Market Account Securities maintained by the Company or such other entity as the
Company designates as Registrar.

         If the principal amount of any Security is considered paid under
Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

         Subject to Section 2.10 hereof, a Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds the
Security.

Section 2.10 Treasury Securities.

         In determining whether the holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company or any Affiliate of the Company shall be considered as though not
outstanding, except that for purposes of determining whether the Trustee shall
be protected in relying on any such direction, waiver or consent, only
Securities that a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded.

Section 2.11  Reserved.

Section 2.12  Reserved.

Section 2.13  Defaulted Interest.

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

                                       11
<PAGE>

Section 2.14 Book Entry Registration.

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

         The Company shall notify the Trustee no less frequently than bi-weekly
of the establishment of new accounts and the transfer of existing accounts.

         Book-entry accounts representing interests in the Securities shall not
be exchangeable for Securities fully registered in the owner's name unless (a)
the Company at its option advises the Trustee in writing of its election to
terminate the book-entry system, or (b) after the occurrence of any Event of
Default, Holders of a majority of the Money Market Account Securities or
Certificate of Investment Securities then outstanding (as determined based upon
the latest quarterly statement provided to the Trustee pursuant to Section
4.3(d) hereof) advise the Trustee in writing that the continuation of the
book-entry system is no longer in the best interests of such Holders and the
Trustee notifies all Holders of the Money Market Account Securities or
Certificate of Investment Securities, as the case may be, of such event and the
availability of definitive notes to the Holders of Money Market Account
Securities or Certificate of Investment Securities, as the case may be,
requesting such notes in definitive form.

Section 2.15 Initial and Periodic Statements.

         (1) The Company shall provide initial transaction statements, which
meet the applicable law to initial purchasers, registered owners, registered
pledgees, former registered owners and former pledgees, as required by
applicable law.

         (2) The Company shall send each Holder of a Security (and each
registered pledgee) via U.S. mail not later than ten business days after each
month end in the case of Money Market Account Securities and after each quarter
end in the case of Certificate of Investment Securities in which such Holder had
an outstanding balance in such holder's Account, a statement which indicates as
of the calendar month end preceding the mailing: (a) the balance of such
Account; (b) interest credited; (c) withdrawals made, if any; and (d) the
interest rate paid on such Account during the preceding calendar month(s). The
Company shall provide additional statements as the holders or registered
pledgees of the Securities may reasonably request from time to time. The Company
may charge such holders or pledgees requesting such statements a fee to cover
the charges incurred by the Company in providing such additional statements.

                                       12
<PAGE>

                                  ARTICLE III.
                                   REDEMPTION

Section 3.1 Redemption of Certificate of Investment Securities.

         The Company may not redeem, in whole or in part, any Certificates of
Investment Securities prior to the scheduled Maturity Date of the Security
except upon 90 days written notice to the Holder thereof listed on the records
maintained by the Company. In addition, except as provided in this Article III,
the Company shall have no mandatory redemption or sinking fund obligations with
respect to any of the Certificates of Investment Securities.

         Upon the death or Total Permanent Disability of a Holder of an
Certificate of Investment Security, the estate of such Holder (in the event of
death) or such Holder (in the event of Total Permanent Disability) may require
the Company to redeem, in whole and not in part, the Certificate of Investment
Security held by such Holder provided that such Certificate of Investment
Security has a remaining maturity of greater than one (1) year at the time of
such death or disability by delivering to the Company an irrevocable election (a
"Redemption Election") requiring the Company to make such redemption. In the
event a Certificate of Investment Security is held jointly by two or more
Persons (including without limitation joint owners that are not legally
married), the Company shall not be required to redeem such Certificate of
Investment Security until each joint holder of such Certificate of Investment
Security has either died or suffered a Total Permanent Disability.
Notwithstanding the foregoing sentence, if a Certificate of Investment Security
is held jointly by a husband and wife, such Certificate of Investment Security
shall be subject to the elective redemption provisions of this Article III upon
the death or Total Permanent Disability of either spouse. Upon receipt of a
Redemption Election, the Company shall designate the Redemption Date for such
Certificate of Investment Security, which Redemption Date shall be no more than
fifteen days after the Company's receipt of the Redemption Election, and shall
pay the Redemption Price to the estate of the Holder or the Holder, as the case
may be, in accordance with the provisions set forth in Section 2.7 hereof. No
interest shall accrue on a Certificate of Investment Security to be redeemed
under this Article III for any period of time after the Redemption Date for such
Certificate of Investment Security and after the Company has tendered the
Redemption Price to the Estate of the Holder or to the Holder, as the case may
be.

The Company, may offer, in its sole discretion, certain Holders of Certificates
of Investment, the ability to extend the maturity of an existing Certificates of
Investment through the redemption of the current note and the issuance of a new
note. This redemption option shall not be subject to the 90 day notice of
redemption described in this section.

Section 3.2 Redemption of Money Market Account Securities.

         The Company may not redeem, in whole or in part, any Money Market
Account Security except upon 30 days prior written notice to the Holder thereof
listed on the records maintained by the Company. In addition, except as provided
in this Article III, the Company shall have no mandatory redemption or sinking
fund obligations with respect to any of the Money Market Account Securities.

         Any Holder of a Money Market Account Security may require the Company
to redeem, in whole and or in part, in increments of $500 (except in the case of
redemption of an entire account), the Money Market Account Security held by such
Holder by delivering to the Company an irrevocable election (a

                                       13
<PAGE>

"Redemption Election") requiring the Company to make such redemption or by
executing a draft in a form provided by or approved by the Company. Upon receipt
of a Redemption Election, the Company shall designate the Redemption Date for
such Money Market Account Security, which Redemption Date shall be within ten
(10) Business Days after the Company's receipt of the Redemption Election, and
shall pay the Redemption Price to (i) the Holder or his duly authorized attorney
in fact, as the case may be, in accordance with the provisions set forth in
Section 2.7 hereof, or (ii) in the case of a draft, to the intermediary which
presented the draft to the Company's designated bank for collection on behalf of
a payee. No interest shall accrue on a Money Market Account Security to be
redeemed under this Section 3.2 of Article III for any period of time after the
Redemption Date for such Money Market Account Security and after the Company has
tendered the Redemption Price to the Holder of the Money Market Account Security
or his duly authorized attorney in fact.

                                       14
<PAGE>

                                   ARTICLE IV.
                                    COVENANTS

Section 4.1 Payment of Securities.

         The Company shall duly pay the principal of and interest on each
Security on the dates and in the manner provided in the Prospectus related to
such Securities. Principal and interest (to the extent such interest is paid in
cash) shall be considered paid on the date due if the Paying Agent, if other
than the Company, holds at least one Business Day before that date money
deposited by the Company in immediately available funds and designated for and
sufficient to pay all principal and interest then due; provided, however, that
principal and interest shall not be considered paid within the meaning of this
Section 4.1 if money is held by the Paying Agent for the benefit of holders of
Senior Debt pursuant to the provisions of Article 10 hereof. The payment of
interest on the Money Market Account Securities shall be paid in the form of
additional notes as provided for in Section 2.1 hereof. Such Paying Agent shall
return to the Company, no later than 5 days following the date of payment, any
money (including accrued interest) that exceeds such amount of principal and
interest paid on the Securities in accordance with this Section 4. 1.

         To the extent lawful, the Company shall pay interest (including
Post-Petition Interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate borne by the Securities, compounded semi-annually; it
shall pay interest (including Post-Petition Interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate, compounded semi-annually.

Section 4.2 Maintenance of Office or Agency.

         The Company will maintain an office or agency (which may be an office
of the Trustee, Registrar or coregistrar) where Securities may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served.
The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

         The Company hereby designates its office at 1716 Corporate Landing
Parkway, Virginia Beach, Virginia 23454 as one such office or agency of the in
accordance with Section 2.3.

Section 4.3 SEC Reports and Other Reports.

         (a) The Company shall file with the Trustee, within 15 days after
filing with the SEC, copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) that the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the

                                       15
<PAGE>

Exchange Act. If the Company is not subject to the requirements of such Section
13 or 15(d) of the Exchange Act, the Company shall continue to file with the SEC
and the Trustee on the same timely basis such reports, information and other
documents as it would file if it were subject to the requirements of Section 13
or 15(d) of the Exchange Act. The Company shall also comply with the provisions
of TIA ss.314 (a). Notwithstanding anything contrary herein the Trustee shall
have no duty to review such documents for purposes of determining compliance
with any provisions of the Indenture.

         (b) So long as any of the Securities remain outstanding, the Company
shall cause an annual report to stockholders and each quarterly or other
financial report furnished by it generally to stockholders to be filed with the
Trustee at the time of such mailing or furnishing to stockholders. If the
Company is not required to furnish annual or quarterly reports to its
stockholders pursuant to the Exchange Act, the Company shall cause its financial
statements, including any notes thereto (and, with respect to annual reports, an
auditors' report by the Company's certified independent accountants) and a
"Management's Discussion and Analysis of Financial Condition or Plan of
Operations," comparable to that which would have been required to appear in
annual or quarterly reports filed under Section 13 or 15(d) of the Exchange Act
to be so filed with the Trustee within 120 days after the end of each of the
Company's fiscal years and within 60 days after the end of each of the first
three quarters of each such fiscal year.

         (c) Whether or not required by the rules and regulations of the SEC,
the Company shall file a copy of all such information with the SEC for public
availability and make such information available to investors who request it in
writing.

         (d) The Company, or such other entity as the Company shall designate as
Registrar for the Money Market Account Securities as provided in Section 7.3
hereof, shall provide the Trustee with quarterly management reports which
provide the Trustee with such information regarding the Accounts maintained by
the Company for the benefit of the Holders of the Money Market Account
Securities as the Trustee may reasonably request which information shall include
at least the following: (1) the outstanding balance of each Account; (2)
interest credited or withdrawals made for the period; (3) the amount of interest
paid in the form of additional notes at each month end and (3) the interest rate
paid on each Account maintained by the Company during the preceding quarterly
period.

Section 4.4 Compliance Certificate.

         (a) The Company shall deliver to the Trustee, within 120 days after the
end of each Fiscal Year, an Officers' Certificate stating that a review of the
activities of the Company during the preceding fiscal year has been made under
the supervision of the signing Officers with a view to determining whether each
has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his knowledge each has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which he may
have knowledge and what action each is taking or proposes to take with respect
thereto) and that to the best of his knowledge no event has occurred and remains
in existence by reason of which payments on account of the principal of or
interest, if any, on the Securities are prohibited or if such event has
occurred, a description of the event and what action each is taking or proposes
to take with respect thereto.

                                       16
<PAGE>

         (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the annual financial
statements delivered pursuant to Section 4.3 above shall be accompanied by a
written statement of the Company's independent public accountants that in making
the examination necessary for certification of such financial statements nothing
has come to their attention which would lead them to believe that the Company
has violated the provisions of Section 4. 1 of this Indenture or, if any such
violation has occurred, specifying the nature and period of existence thereof,
it being understood that such accountants shall not be liable directly or
indirectly to any Person for any failure to obtain knowledge of any such
violation.

         (c) The Company will, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.5 Stay, Extension and Usury Laws.

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

Section 4.6 Liquidation.

         The Board of Directors or the stockholders of the Company may not adopt
a plan of liquidation that provides for, contemplates or the effectuation of
which is preceded by (a) the sale, lease, conveyance or other disposition of all
or substantially all of the assets of the Company otherwise than substantially
as an entirety (Section 5.1 of this Indenture being the Section hereof which
governs any such sale, lease, conveyance or other disposition substantially as
an entirety) and (b) the distribution of all or substantially all of the
proceeds of such sale, lease, conveyance or other disposition and of the
remaining assets of the Company to the holders of capital stock of the Company,
unless the Company, prior to making any liquidating distribution pursuant to
such plan, makes provision for the satisfaction of the Company's Obligations
hereunder and under the Securities as to the payment of principal and interest.

                                   ARTICLE V.
                                   SUCCESSORS

Section 5.1 When the Company May Merge, etc.

         The Company may not consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions to another corporation, Person or
entity unless (a) the Company is the surviving corporation or the entity or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease,

                                       17
<PAGE>

conveyance or other disposition shall have been made is a corporation organized
or existing under the laws of the United States, any state thereof or the
District of Columbia; (b) the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company) or the entity or Person to
which such sale, assignment, transfer, lease, conveyance or other disposition
will have been made assumes all the obligations of the Company pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee, under
the Securities and this Indenture; and (c) immediately after such transaction no
Default or Event of Default exists. The Company shall deliver to the Trustee
prior to the consummation of the proposed transaction an Officers' Certificate
to the foregoing effect and an Opinion of Counsel stating that the proposed
transaction and such supplemental indenture comply with this Indenture. The
Trustee shall be entitled to conclusively rely upon such Officers' Certificate
and Opinion of Counsel.

Section 5.2 Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in
accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company, is merged or to which such
sale, lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person has been named
as the Company herein; provided, however, that the Company shall not be released
or discharged from the obligation to pay the principal of or interest on the
Securities.

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

Section 6.1 Events of Default.

            An "Event of Default" occurs if:

                   (1) the Company defaults in the payment of interest on a
            Security when the same becomes due and payable and the Default
            continues for a period of 30 days, whether or not such payment is
            prohibited by the provisions of Article 10 hereof;

                   (2) the Company defaults in the payment of the principal of
            any Security when the same becomes due and payable at maturity, upon
            a required redemption or otherwise, and the Default continues for a
            period of 30 days, whether or not prohibited by the provisions of
            Article 10 hereof;

                   (3) the Company fails to observe or perform any covenant,
            condition or agreement on the part of the Company to be observed or
            performed pursuant to Section 4.6 or 5.1 hereof;

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

                   (5) the Company pursuant to or within the meaning of any
            Bankruptcy Law (a) commences a voluntary case; (b) consents to the
            entry of an order for relief against it in an involuntary case; (c)
            consents to the appointment of a

                                       18
<PAGE>

            Custodian of it or for all or substantially all of its property; (d)
            makes a general assignment for the benefit of its creditors; or (e)
            admits in writing its inability to pay debts as the same become due;
            or

                   (6) a court of competent jurisdiction enters an order or
            decree under any Bankruptcy Law that (a) is for relief against the
            Company in an involuntary case; (b) appoints a Custodian of the
            Company or for all or substantially all of its property; (c) orders
            the liquidation of the Company, and the order or decree remains
            unstayed and in effect for 120 consecutive days; and

         The term "Bankruptcy Law" means title II, U.S. Code or any similar
Federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

         A Default under clause (3) or (4) of Section 6.1 is not an Event of
Default until the Trustee or the Holders of at least a majority in principal
amount of the then outstanding Securities notify the Company of the Default and
the Company does not cure the Default or such Default is not waived within 60
days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a "Notice of Default."

Section 6.2 Acceleration.

         If an Event of Default (other than an Event of Default specified in
clauses (5) or (6) of Section 6.1) 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 Securities by written notice to the Company and the
Trustee may declare the unpaid principal of and any accrued interest on all the
Securities to be due and payable. Upon such declaration the principal and
interest shall be due and payable immediately; provided, however, that if any
Indebtedness or Obligation is outstanding pursuant to the Senior Debt, upon a
declaration of acceleration by the Holders, all principal and interest under
this Indenture shall be due and payable upon the earlier of (x) the day which is
5 Business Days after the receipt by each of the Company and the holders of
Senior Debt of such written notice of acceleration or (y) the date of
acceleration of any Indebtedness under any Senior Debt. If an Event of Default
specified in clause (5) or (6) of Section 6.1 occurs, such an amount shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder. The Holders of a majority in
principal amount of the then outstanding Securities by written notice to the
Trustee may rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal or interest that has become due solely because
of the acceleration) have been cured or waived.

Section 6.3 Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal or interest on the
Securities or to enforce the performance of any provision of the Securities or
this Indenture.

                                       19
<PAGE>

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

Section 6.4 Waiver of Past Defaults.

         Holders of a majority in principal amount of the then outstanding
Securities by notice to the Trustee may waive an existing Default or Event of
Default and its consequences except a continuing Default or Event of Default in
the payment of the principal of or interest on any Security held by a
non-consenting Holder. Upon actual receipt of any such notice of waiver by a
Responsible Officer of the Trustee, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

Section 6.5 Control by Majority.

         The Holders of a majority in principal amount of the then outstanding
Securities may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on it, provided, that indemnification for the Trustee's fees and
expenses, in a form reasonably satisfactory to the Trustee, shall have been
provided. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture, that the Trustee determines may be unduly
prejudicial to the rights of other Securityholders, or that may involve the
Trustee in personal liability.

Section 6.6 Limitation on Suits.

         A Holder may pursue a remedy with respect to this Indenture or the
Securities only if:

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

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

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

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

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

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

                                       20
<PAGE>

Section 6.7 Rights of Holders to Receive Payment.

     Notwithstanding any other provision of this Indenture, but subject to
Article 10 hereof, the right of any Holder of a Security to receive payment of
principal and interest on the Security, on or after the respective due dates
expressed in the Security, or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of the Holder.

Section 6.8 Collection Suit by Trustee.

     If an Event of Default specified in Section 6.1 (1) or (2) occurs and is
continuing, the Trustee is authorized to 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 Securities and interest on
overdue principal and, to the extent lawful, interest and such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

Section 6.9 Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Securities), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and 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 shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 hereof. 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 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties which the Holders of the
Securities may be entitled to receive in such proceeding whether in liquidation
or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

     If the Trustee does not file a proper claim or proof of debt in the form
required in any such proceeding prior to 30 days before the expiration of the
time to file such claims or proofs, then any holder of Senior Debt shall have
the right to demand, sue for, collect and receive the payments and distributions
in respect of the Securities which are required to be paid or delivered to the
holders of Senior Debt as provided in Article 10 hereof and to file and prove
all claims therefore and to take all such other action in the name of the
Holders or otherwise, as such holder of Senior Debt may determine to be
necessary or appropriate for the enforcement of the provisions of Article 10.

                                       21
<PAGE>

Section 6.10 Priorities.

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

     First: to the Trustee, its agents and attorneys for amounts due under
Section 7.7, including payment of all compensation, expenses and liabilities
incurred, and all advances made, if any, by the Trustee and the costs and
expenses of collection;

     Second: to Holders of Senior Debt to the extent required by Article 10
hereof;

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

     Fourth: to the Company or to such party as a court of competent
jurisdiction shall direct.

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

Section 6.11 Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7,
or a suit by Holders of more than 10% in principal amount of the then
outstanding Securities.

                                 ARTICLE VII.
                                    TRUSTEE

Section 7.1 Duties of Trustee.

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

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

               (1)  The duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee.

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

                                       22
<PAGE>

     statements, reports, documents, orders, certificates, opinions or other
     instruments furnished to the Trustee and conforming to the requirements of
     this Indenture. However, in the case of any of the above that is
     specifically required to be furnished to the Trustee pursuant to this
     Indenture, the Trustee shall examine them to determine whether they
     substantially conform to the requirements of this Indenture.

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

          (1)  This paragraph does not limit the effect of paragraph (2) of this
     Section.

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

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

     (d)  Whether or not therein expressly so provided, 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)  No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee may refuse to perform any
duty or exercise any right or power unless it receives indemnity satisfactory to
it against any loss, liability or expense.

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

Section 7.2 Rights of Trustee.

     (a)  The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented to it by the proper Person. The
Trustee need not investigate any fact or matter stated in the document. The
Trustee shall have no duty to inquire as to the performance of the Issuers'
covenants in Article 4. In addition, the Trustee shall not be deemed to have
knowledge of any Default or any Event of Default except any Default or Event of
Default of which the Trustee shall have 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 or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

     (c)  The Trustee may act through agents, attorneys, custodians or nominees
and shall not be responsible for the misconduct or negligence or the supervision
of any agents, attorneys, custodians or nominees appointed by it with due care.

                                       23
<PAGE>

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

     (e)  Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.

     (f)  The Trustee shall not be deemed to have notice of an Event of Default
for any purpose under this Indenture unless notified of such Event of Default by
the Company, the Paying Agent (if other than the Company) or a Holder of the
Securities.

Section 7.3 Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or an Affiliate of
the Company with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
7.10 and 7.11.

Section 7.4 Trustee's Disclaimer.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company's use of the proceeds from the Securities or any
money paid to the Company or upon the Company's direction under any provision
hereof, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee and it shall not be
responsible for any statement or recital herein or any statement in the
Securities or any other document in connection with the sale of the Securities
or pursuant to this Indenture other than its certificate of authentication.

Section 7.5 Notice of Defaults.

     If a Default or Event of Default occurs and is continuing and if it is
known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders
a notice of the Default or Event of Default within 90 days after it occurs. At
least 5 Business Days prior to the mailing of any notice to Holders under this
Section 7.5, the Trustee shall provide the Company with notice of its intent to
mail such notice. Except in the case of a Default or Event of Default in payment
on any Security, the Trustee may withhold the notice if and so long as the
Responsible Officers of the Trustee in good faith determines that withholding
the notice would have no material adverse effect on the Holders.

Section 7.6 Reports by Trustee to Holders.

     Within 60 days after the end of each May 15, commencing May 15, 2000, the
Trustee shall mail to Holders a brief report dated as of such reporting date
that complies with TIA ss. 313(a) (but if no event described in TIA ss. 313(a)
has occurred within the 12 months preceding the reporting date, no report need
be prepared or transmitted). The Trustee also shall comply with TIA ss. 313(b).
The Trustee shall also transmit by mail all reports as required by TIA ss.
313(c).

     Commencing at the time this Indenture is qualified under the TIA, a copy of
each report mailed to Holders under this Section 7.6 (at the time of

                                       24
<PAGE>

its mailing to Holders) shall be filed with the SEC and each stock exchange, if
any, on which the Securities are listed. The Company shall promptly notify the
Trustee when the Securities are listed on any stock exchange.

Section 7.7 Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and its performance of the
duties and services required hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, except as set
forth in the second next paragraph. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations
hereunder, except to the extent the Company is prejudiced thereby. The Company
shall defend the claim and the Trustee shall reasonably cooperate in such
defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such one counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably
withheld.

     The obligations of the Company under this Section 7.7 shall survive the
satisfaction and discharge of this Indenture.

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

     To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on the Securities. Such lien shall survive the satisfaction and
discharge of this Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(5) or (6) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

Section 7.8 Replacement of Trustee.

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.8.

     The Trustee may resign at any time and be discharged from the trust hereby
created by so notifying the Company. The Holders of a majority in principal
amount of the then outstanding Securities may remove the Trustee by so notifying
the Trustee and the Company in writing. The Company may remove the Trustee if.

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

                                       25
<PAGE>

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

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

          (4)  the Trustee becomes incapable of acting as Trustee under this
     Indenture, or

          (5)  the Company so elects, provided such replacement Trustee is
     qualified and reasonably acceptable.

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

     If a successor Trustee does not take office within 30 days after notice
that the Trustee has resigned or has been removed, the Company or the Trustee or
the Holders of at least a majority in principal amount of the then outstanding
Securities may petition any court of competent jurisdiction for the appointment
of a successor Trustee.

     If the Trustee after written request by any Holder who has been a Holder
for at least 6 months fails to comply with Section 7.10, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to all Holders. The
retiring Trustee shall promptly transfer all property held by it as Trustee to
the successor Trustee, provided all sums owing to the Trustee hereunder have
been paid and subject to the lien provided for in Section 7.7. Notwithstanding
replacement of the Trustee pursuant to this Section 7.8, the Company's
obligations under Section 7.7 hereof shall continue for the benefit of the
retiring Trustee.

Section 7.9 Successor Trustee by Merger, etc.

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

Section 7.10 Eligibility; Disqualification.

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America or of any state or territory thereof or of the District of Columbia
authorized under such laws to exercise corporate trustee power, shall be subject
to supervision or examination by Federal, state, territorial or District of
Columbia authority and shall have a combined capital and surplus of at least
$500,000 as set forth in its most recent published annual report of condition.

                                       26
<PAGE>

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA ss. 310(a)(1). The Trustee is subject to TIA ss. 310(b).

Section 7.11 Preferential Collection of Claims Against Company.

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

                                 ARTICLE VIII.
                            DISCHARGE OF INDENTURE

Section 8.1 Termination of Company's Obligations.

     This Indenture shall cease to be of further effect (except that the
Company's obligations under Section 7.7 and 8.4, and the Company's, Trustee's
and Paying Agent's obligations under Section 8.3 shall survive) when all
outstanding Certificate of Investment Securities have been paid in full and all
outstanding Money Market Account Securities redeemed and the Company has paid
all sums payable by the Company hereunder. In addition, the Company may
terminate all of its obligations under this Indenture if:

          (1)  the Company irrevocably deposits in trust with the Trustee or at
     the option of the Trustee, with a trustee reasonably satisfactory to the
     Trustee and the Company under the terms of an irrevocable trust agreement
     in form and substance satisfactory to the Trustee, money or U.S. Government
     Obligations sufficient (as certified by an independent public accountant
     designated by the Company) to pay principal and interest on the Securities
     to maturity or redemption, as the case may be, and to pay all other sums
     payable by it hereunder, provided that (i) the trustee of the irrevocable
     trust shall have been irrevocably instructed to pay such money or the
     proceeds of such U.S. Government Obligations to the Trustee and (ii) the
     Trustee shall have been irrevocably instructed to apply such money or the
     proceeds of such U.S. Government Obligations to the payment of said
     principal and interest with respect to the Securities;

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

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

Then, this Indenture shall cease to be of further effect (except as provided in
this paragraph), and the Trustee, on demand of the Company, shall execute proper
instruments acknowledging confirmation of and discharge under this Indenture.
The Company may make the deposit only if Article X hereof does not prohibit such
payment. However, the Company's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7,
2.8, 4.1, 4.2, 4.3, 7.7, 7.8, 8.3 and 8.4 and the Trustee's and Paying Agent's
obligations in Section 8.3 shall survive until the Securities are no longer
outstanding. Thereafter, only the Company's obligations in Section 7.7 and 8.4
and the Company's, Trustee's and Paying Agent's obligations in Section 8.3 shall
survive.

     After such irrevocable deposit made pursuant to this Section 8.1 and
satisfaction of the other conditions set forth herein, the Trustee upon

                                       27
<PAGE>

written request shall acknowledge in writing the discharge of the Company's
obligations under this Indenture except for those surviving obligations
specified above.

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

Section 8.2 Application of Trust Money.

     The Trustee or a trustee satisfactory to the Trustee and the Company shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
Section 8.1. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal and interest on the Securities.

Section 8.3 Repayment to Company.

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

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

Section 8.4 Reinstatement.

     If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 8.2 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.1 until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with Section 8.2; provided, however,
that if the Company has made any payment of interest on or principal of any
Securities because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment, as long as no money is owed to the Trustee by the Company, from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

                                       28
<PAGE>

                                  ARTICLE IX.
                                  AMENDMENTS

Section 9.1 Without Consent of Holders.

     The Company and the Trustee may amend this Indenture or the Securities
without the consent of any Holder:

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

          (2)  to comply with Section 5.1;

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

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

          (5)  make any change in the second paragraph of Article 3; provided,
     however, that no such change shall adversely affect the rights of any
     outstanding Security; or

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

Section 9.2 With Consent of Holders.

     The Company and the Trustee may amend this Indenture or the Securities with
the written consent of the Holders of at least a majority in principal amount of
the then outstanding Securities. The Holders of a majority in principal of the
then outstanding Securities may also waive any existing default or compliance
with any provision of this Indenture or the Securities. However, without the
consent of the Holder of each Certificate of Investment Security affected, an
amendment or waiver under this Section may not (with respect to any Certificate
of Investment Security held by a nonconsenting Holder):

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

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

          (3)  reduce the principal of or change the fixed maturity of any
     Certificate of Investment Security or alter the redemption provisions or
     the price at which the Company shall offer to purchase such Security
     pursuant to Section 3.1 of Article III hereof;

          (4)  make any Certificate of Investment Security payable in money
     other than that stated in the Prospectus (or related supplement) with
     respect to such Certificate of Investment Security;

          (5)  Modify or eliminate the right of the estate of a Holder or a
     Holder to cause the Company to redeem a Certificate of Investment Security
     upon the death or Total Permanent Disability of a Holder pursuant to
     Article III; provided, however, that the Company may not

                                       29
<PAGE>

     modify or eliminate such right, as it may be in effect on the Issue Date,
     of any Certificate of Investment Security, which was issued with such
     right. After an amendment under this subsection 9.1(5) becomes effective,
     the Company shall mail to the Holders of each Certificate of Investment
     Security then outstanding a notice briefly describing the amendment.

          (6)  make any change in Section 6.4 or 6.7 hereof or in this sentence
     of this Section 9.2;

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

          (8)  waive a Default or Event of Default in the payment of principal
     of, or premium, if any, or interest on, or redemption payment with respect
     to, any Security (except a rescission of acceleration of the Certificate of
     Investment Securities by the Holders of at least a majority in aggregate
     principal amount of the Certificate of Investment Securities and a waiver
     of the payment default that resulted from such acceleration).

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

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

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

          (3)  reduce the principal of (other than as a result of withdrawals
     made by the Holder) or alter the redemption provisions or the price at
     which the Company shall offer to purchase such Money Market Security
     pursuant to Section 3.2 of Article III hereof;

          (4)  make any Money Market Account Security payable in money other
     than that stated in this Indenture;

          (5)  make any change in Section 6.4 or 6.7 hereof or in this sentence
     of this Section 9.2;

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

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

                                       30
<PAGE>

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

     After an amendment or waiver under this Section becomes effective, the
Company shall mail to the Holders of each Security affected thereby a notice
briefly describing the amendment or waiver. Any failure of the Company to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture or waiver. Subject to
Sections 6.4 and 6.7 hereof, the Holders of a majority in principal amount of
the Securities then outstanding may waive compliance in a particular instance by
the Company with any provision of this Indenture or the Securities.

Section 9.3 Compliance with Trust Indenture Act.

     If at the time this Indenture shall be qualified under the TIA, every
amendment to this Indenture or the Securities shall be set forth in a
supplemental indenture that complies with the TIA as then in effect.

Section 9.4 Revocation and Effect of Consents.

     Until an amendment or waiver becomes effective, a consent to it by a Holder
of a Security is a continuing consent by the Holder and every subsequent Holder
of a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security. An amendment or waiver becomes effective in accordance with its terms
and thereafter binds every Holder.

     The Company may fix a record date for determining which Holders must
consent to such amendment or waivers. If the Company fixes a record date, the
record date shall be fixed at (i) the later of 30 days prior to the first
solicitation of such consent or (ii) the date of the most recent list of Holders
furnished to the Trustee prior to such solicitation pursuant to Section 2.5, or
(iii) such other date as the Company shall designate.

Section 9.5 Notation on or Exchange of Certificate of Investment Securities.

     The Trustee may place an appropriate notation about an amendment or waiver
on any Security, if certificated, or any Account statement.

     Failure to make the any notation or issue a new note shall not affect the
validity and effect of such amendment or waiver.

Section 9.6 Trustee to Sign Amendments, etc.

     The Trustee shall sign any amendment or supplemental indenture authorized
pursuant to this Article 9 if, in the Trustee's reasonable discretion, the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it.
In signing or refusing to sign such amendment or supplemental indenture, the
Trustee shall be entitled to receive, if requested, an indemnity reasonably
satisfactory to it and to receive and, subject to Section 7.1, shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
(or written advice of counsel) as conclusive evidence that such amendment or
supplemental indenture is authorized or permitted by this Indenture, that it is
not inconsistent herewith, and that it will be valid and binding upon the
Company in accordance with its terms. The Company may not sign an amendment or
supplemental indenture until its Board of Directors approves it.

                                       31
<PAGE>

                                  ARTICLE X.
                                 SUBORDINATION

Section 10.1 Agreement to Subordinate.

     The Company agrees, and each Holder by accepting a Security consents and
agrees, that the Indebtedness evidenced by the Securities and the payment of the
principal of and interest on the Securities is subordinated in right of payment,
to the extent and in the manner provided in this Article, to the prior payment
in full, in cash, cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Debt, of all Obligations due in respect of Senior Debt of the
Company whether outstanding on the date hereof or hereafter incurred, and that
the subordination is for the benefit of the holders of Senior Debt.

     For purposes of the Article 10, a payment or distribution on account of the
Securities may consist of cash, property or securities, by set-off or otherwise,
and a payment or distribution on account of any of the Securities shall include,
without limitation, any redemption, purchase or other acquisition of the
Securities.

Section 10.2 Liquidation; Dissolution; Bankruptcy.

     (a)  Upon any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to creditors upon (i) any
dissolution or winding-up or total or partial liquidation or reorganization of
the Company whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy or (ii) any bankruptcy or insolvency case or proceeding
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its assets,
(iii) any assignment for the benefit of creditors or any other marshaling of
assets of the Company, all obligations due, or to become due, in respect of
Senior Debt (including interest after the commencement of any such proceeding at
the rate specified in the applicable Senior Debt) shall first interfeasibly be
paid in full, or provision shall have been made for such payment, in cash, cash
equivalents or otherwise in a manner satisfactory to the holders of Senior Debt,
before any payment is made on account of the principal of, premium, if any, or
interest on the Securities, except that Holders may receive securities that are
subordinated to at least the same extent as the Securities are to (x) Senior
Debt and (y) any securities issued in exchange for Senior Debt. Upon any such
dissolution winding-up, liquidation or reorganization, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders of the Securities or the Trustee
under this Indenture would be entitled, except for the provisions hereof, shall
be paid 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 of the Securities or by the Trustee under this Indenture if received by
them, directly to the holders of Senior Debt (pro rata to such holders on the
basis of the amounts of Senior Debt held by such holders) or their
Representative or Representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Debt may have been issued, as
their interests may appear, for application to the payment of Senior Debt
remaining unpaid until all such Senior Debt has been indefeasibly paid in full,
or provisions shall have been made for such payment, in cash, cash equivalents
or otherwise in a manner satisfactory to the holders of Senior Debt, after
giving effect to any concurrent payment, distribution or provision therefore to
or for the holders of Senior Debt.

                                       32
<PAGE>

     (b)  For purposes of this Article X, the words "cash, property or
securities" shall not be deemed to include securities of the Company or any
other corporation provided for by a plan of reorganization or readjustment which
are subordinated, to at least the same extent as the Securities, to the payment
of all Senior Debt then outstanding or to the payment of all securities issued
in exchange therefore to the holders of Senior Debt at the time outstanding. The
consolidation of the Company with, or the merger of the Company with or into,
another corporation or the liquidation or dissolution of the Company following
the conveyance or transfer of its property as an entirety, or substantially as
an entirety, to another corporation upon the terms and conditions provided in
Article 5 shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section if such other corporation shall,
as part of such consolidation, merger, conveyance or transfer, comply with the
conditions stated in Article V.

Section 10.3 Default of Senior Debt.

     (a)  In the event and during the continuation of any default in the payment
of principal of (or premium, if any) or interest on any Senior Debt, or any
amount owing from time to time under or in respect of Senior Debt or in the
event that any nonpayment event of default with respect to any Senior Debt shall
have occurred and be continuing and shall have resulted in such Senior Debt
becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable, or (b) in the event that any other
nonpayment event of default with respect to any Senior Debt shall have occurred
and be continuing permitting the holders of such Senior Debt (or a trustee on
behalf of the holders thereof) to declare such Senior Debt due and payable prior
to the date on which it would otherwise have become due and payable, then the
Company shall make no payment, direct or indirect (including any payment which
may be payable by reason of the payment of any other Indebtedness of the Company
being subordinated to the payment of the Securities) (other than securities that
are subordinated to at least the same extent as the Securities are to (x) Senior
Debt and (y) any securities issued in exchange for Senior Debt) unless and until
(i) such event of default shall have been cured or waived or shall have ceased
to exist or such acceleration shall have been rescinded or annulled, or (ii) in
case of any nonpayment event of default specified in (b), during the period (a
"Payment Blockage Period") commencing on the date the Company and the Trustee
receive written notice (a "Payment Notice") of such event of default (which
notice shall be binding on the Trustee and the Holders as to the occurrence of
such an event of default) from a holder of the Senior Debt to which such default
relates and ending on the earliest of (A) 179 days after such date, (B) the
date, if any, on which such Senior Debt to which such default relates is
discharged or such default is waived by the holders of such Senior Debt or
otherwise cured and (C) the date on which the Trustee receives written notice
from the holder of such Senior Debt to which such default relates terminating
the Payment Blockage Period. No new Payment Blockage Period may be commenced
within 360 days after the receipt by the Trustee of any prior Payment Blockage
Notice. For all purposes of this Section 10.3, no Event of Default which existed
or was commencing with respect to the Senior Debt to which a Payment Blockage
Period relates on the date such Payment Blockage Period commenced shall be or be
made the basis for the commencement or any subsequent Payment Blockage Period
unless such event of default is cured or waived for a period of not less than
180 consecutive days.

Section 10.4 When Distribution Must Be Paid Over.

     If the Trustee or any Holder receives any payment with respect to the
Securities, whether in cash property or securities (other than securities that
are subordinated to at least the same extent of the Securities are to

                                       33
<PAGE>

(x) Senior Debt and (y) any securities issued in exchange for Senior Debt at a
time when such payment is prohibited by Article X hereof), such payment shall be
held by the Trustee or such Holder, in trust for the benefit of, and shall be
paid forthwith over and delivered to, the holders of Senior Debt (pro rata to
such holders on the basis of the amount of Senior Debt held by such holders) for
application to the payment of all Obligations with respect to Senior Debt
remaining unpaid to the extent necessary to pay such Obligations in full, in
cash, cash equivalents or otherwise in a manner satisfactory to the holders of
Senior Debt, in accordance with the terms of such Senior Debt, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

     With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article X, except if such payment is made as a result
of the willful misconduct or gross negligence of the Trustee.

Section 10.5 Notice by Company.

     The Company shall promptly notify the Trustee and the Paying Agent in
writing of any facts known to the Company that would cause a payment of any
Obligations with respect to the Company to violate this Article, but failure to
give such notice shall not affect the subordination of the Securities to the
Senior Debt provided in this Article.

Section 10.6 Subrogation.

     After all Senior Debt is paid in full, in cash, cash equivalents or
otherwise in a manner satisfactory to the holders of such Senior Debt, and until
the Securities are paid in full, Holders shall be subrogated (equally and
ratably with all other Indebtedness pari passu with the Securities) to the
rights of holders of Senior Debt to receive distributions applicable to Senior
Debt to the extent that distributions otherwise payable to the Holders have been
applied to the payment of Senior Debt. A distribution made under this Article to
holders of Senior Debt which otherwise would have been made to Holders is not,
as between the Company and Holders, a payment by the Company on the Senior Debt.

Section 10.7 Relative Rights.

     This Article defines the relative rights of Holders and holders of Senior
Debt. Nothing in this Indenture shall:

          (1)  impair, as between the Company and Holders, the obligations of
     the Company, which are absolute and unconditional, to pay principal of and
     interest on the Securities in accordance with their terms;

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

          (3)  prevent the Trustee or any Holder from exercising its

                                       34
<PAGE>

     available remedies upon a Default or Event of Default, subject to the
     rights of holders and owners of Senior Debt to receive distributions and
     payments otherwise payable to Holders.

     If the Company fails because of this Article to pay principal of or
interest on a Security on the due date, the failure is still a Default or Event
of Default.

Section 10.8 Subordination May Not Be Impaired by the Company or Holders of
             Senior Debt.

     No right of any present or future holder of Senior Debt to enforce the
subordination of the Indebtedness evidenced by the Securities and the
Obligations related thereto shall be prejudiced or impaired by any act or
failure to act by any such holder or by the Company, the Trustee or any Agent or
by the failure of the Company to comply with this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

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

     (a)  change the manner, place or term of payment, or change or extend the
time of payment of, renew or alter any Senior Debt or any other liability of the
Company to such holder, any security therefore, or any liability incurred
directly or indirectly in respect thereof, and the provisions of this Article X
shall apply to the Securities as so changed, extended, renewed or altered;

     (b)  notwithstanding the provisions of Section 5.1 hereof, sell, exchange,
release, surrender, realize upon or otherwise deal with in any manner and in any
order any property by whomsoever at any time pledged or mortgaged to secure, or
howsoever securing, any Senior Debt or any other liability of the Company to
such holder or any other liabilities incurred directly or indirectly in respect
thereof or hereof or any offset there against;

     (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 Debt or any other liability of the
Company to such holder, or any security therefore, or any liability incurred
directly or indirectly in respect thereof.

     All rights and interests under this Indenture of any holder of Senior Debt
and all agreements and obligations of the Trustee, the Holders, and the Company
under Article 6 and under this Article 10 shall remain in full force and effect
irrespective of (i) any lack of validity or enforceability of any agreement or
instrument relating to any Senior Debt or (ii) 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 Debt hereby authorized to demand specific performance
of the provisions of this Article 10, whether or not the Company shall have
complied with any of the provisions of this Article 10 applicable

                                       35
<PAGE>

to it, at any time when the Trustee or any Holder shall have 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 10.9 Distribution or Notice to Representative.

     Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
representative.

     Upon any payment or distribution of assets of the Company referred to in
this Article X, the Trustee and the Holders shall 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 Debt or of
the liquidating trustee or agent or other Person making any distribution,
delivered to the Trustee or to the Holders, for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of the Senior
Debt and other indebtedness of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article X.

Section 10.10 Rights of Trustee and Paying Agent.

     Notwithstanding the provisions of this Article X or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment or distribution by
the Trustee, or the taking of any action by the Trustee, and the Trustee or
Paying Agent may continue to make payments on the Securities unless it shall
have received at its Corporate Trust Division at least 5 Business Days prior to
the date of such payment written notice of facts that would cause the payment of
any Obligations with respect to the Securities to violate this Article, which
notice, unless specified by a holder of Senior Debt as such, shall not be deemed
to be a Payment Notice. The Trustee may conclusively rely on such notice. Only
the Company or a holder of Senior Debt may give the notice. Nothing in this
Article X shall apply to amounts due to, or impair the claims of, or payments
to, the Trustee under or pursuant to Section 7.7 hereof.

     The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

Section 10.11 Authorization to Effect Subordination.

     Each Holder of a Security by his acceptance thereof 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 Debt and the Holders, the
subordination as provided in this Article X, and appoints the Trustee his
attorney-in-fact for any and all such purposes.

Section 10.12 Article Applicable to Paying Agent.

     In case at any time any Paying Agent (other than the Trustee or the
Company) shall have been appointed by the Company and be then acting hereunder,
the term "Trustee" as used in this Article X shall in such case (unless the
context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and

                                       36
<PAGE>

purposes as if such Paying Agent were named in this Article X in addition to or
in place of the Trustee.

Section 10.13 Miscellaneous.

     (a)  The agreements contained in this Article 10 shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Senior Debt is rescinded or must otherwise be returned by any holder
of Senior Debt upon the insolvency, bankruptcy or reorganization of the Company
or otherwise, all as though such payment had not been made.

     (b)  The Trustee shall notify all holders of Senior Debt (of whose identity
the Trustee has received reasonable advance written notice) of the existence of
any Default or Event of Default under Section 6.1 promptly after a Responsible
Officer of the Trustee actually becomes aware thereof; provided, however, that
at least 5 Business Days prior to the notification of any holder of Senior Debt
under this Section 7.5, the Company shall provide the Company with notice of its
intent to provide such notification.

                                  ARTICLE XI.
                                 MISCELLANEOUS

Section 11.1 Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA ss. 318(c), the imposed duties shall control.

Section 11.2 Notices.

     Any notice, instruction, direction, request or other communication by the
Company, the Trustee or any other holder of Senior Debt to the others is duly
given if in writing and delivered in person or mailed by first-class mail
(registered or certified, return receipt requested), telex, telecopy or
overnight air courier guaranteeing next day delivery, to the other's address:

     If to the Company:

                           APPROVED FINANCIAL CORP.
                        1716 Corporate Landing Parkway
                        Virginia Beach , Virginia 23454
                           Attn: Allen D. Wykle, CEO
                           (757) 468-6501 Facsimile

     With a copy to:

                      PAYNE GATES FARTHING AND RADD, P.C.
                              1515 Dominion Tower
                              999 Waterside Drive
                            Norfolk, Virginia 23510
                       Attention: Ronald M. Gates, Esq.
                           (757) 627- 6583 Facsimile

     If to the Trustee:

                     U.S. BANK TRUST NATIONAL ASSOCIATION
                                100 Wall Street
                                  Suite 1600
                              New York, NY 10005
                    Attention: John Bowman, Corporate Trust
                           (212) 809-5459 Facsimile

     If to a holder of Senior Debt, such address as such holder of Senior Debt
shall have provided in writing to the Company and the Trustee.

                                       37
<PAGE>

     The Company, the Trustee or a holder of Senior Debt by notice to the
Company and the Trustee may designate additional or different addresses for
subsequent notices or communications.

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; 5 Business Days after being deposited in the mail, postage prepaid,
if mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and the next Business Day after timely delivery to the courier, if
sent by overnight air courier guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first-class
mail, certified or registered, return receipt requested, to his address shown on
the register kept by the Registrar. Failure to mail a notice or communication to
a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

Section 11.3 Communication by Holders with Other Holders.

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

Section 11.4 Certificate and Opinion as to Conditions Precedent.

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

          (1)  an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 11.5) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been complied with; and

          (2)  an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 11.5) stating that, in the opinion of such counsel, all such
     conditions precedent and covenants 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 (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) shall include:

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

          (2)  a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions

                                       38
<PAGE>

     contained in such certificate or opinion are based;

          (3)  a statement that, in the opinion of such Person, he has made such
     examination or investigation as is necessary to enable him to express an
     informed opinion whether such covenant or condition has been complied with;
     and

          (4)  a statement whether, in the opinion of such Person, such
     condition or covenant has been complied with.

Section 11.6 Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 11.7 Legal Holidays.

     A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in the Commonwealth of Virginia or at a place of payment are
authorized or obligated by law, regulation or executive order to remain closed.
If a payment date is a Legal Holiday at a place of payment, payment may be made
at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

Section 11.8 No Recourse Against Others.

     No director, officer, employee, agent, manager or stockholder of the
Company as such, shall have any liability for any obligations of the Company
under the Securities or this Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability.

Section 11.9 Duplicate Originals.

     The parties may sign any number of copies of this Indenture. One signed
copy is enough to prove this Indenture.

Section 11.10 Governing Law.

     THE INTERNAL LAW OF THE COMMONWEALTH OF VIRGINIA SHALL GOVERN THIS
INDENTURE AND THE SECURITIES, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
THEREOF.

Section 11.11 No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company. Any such indenture, loan or debt agreement may not be
used to interpret this Indenture.

Section 11.12 Successors.

     All agreements of the Company in this Indenture and the Securities shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successor.

Section 11.13 Severability.

     In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability

                                       39
<PAGE>

of the remaining provisions shall not in any way be affected or impaired
thereby.

Section 11.14 Counterpart Originals.

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

Section 11.15 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 shall in no way modify or
restrict any of the terms or provisions thereof.

                                       40
<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.

                                APPROVED FINANCIAL CORP.


             (SEAL)             By: ______________________________
                                    Name: Allen D. Wykle
                                    Title: Chairman, President & CEO

Attest:


                                U.S. BANK TRUST NATIONAL
                                ASSOCIATION, as Trustee

                                By: ______________________________
                                    Name: John D. Bowman
                                    Title: Vice President




                          SIGNATURE PAGE TO INDENTURE

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