<PAGE>   1
                                                                 EXHIBIT 10.31

NOTICE: THIS BOND MAY BE TENDERED FOR PURCHASE ON AN OPTIONAL TENDER DATE UPON
TERMS AND CONDITIONS HEREIN DESCRIBED AT A PRICE EQUAL TO 100% OF THE PRINCIPAL
AMOUNT HEREOF PLUS ACCRUED INTEREST HEREON. THIS BOND IS REQUIRED TO BE TENDERED
FOR PURCHASE ON A MANDATORY TENDER DATE UPON TERMS AND CONDITIONS HEREIN
DESCRIBED AT A PRICE EQUAL TO 100% OF THE PRINCIPAL AMOUNT HEREOF PLUS ACCRUED
INTEREST HEREON. FROM AND AFTER AN OPTIONAL TENDER DATE ON WHICH THIS BOND MAY
BE TENDERED AND FROM AND AFTER A MANDATORY TENDER DATE ON WHICH THIS BOND IS
DEEMED TO HAVE BEEN TENDERED INTEREST SHALL CEASE TO ACCRUE ON THIS BOND, THIS
BOND SHALL NO LONGER BE DEEMED OUTSTANDING, AND THE HOLDER OF THIS BOND SHALL
THEREAFTER LOOK ONLY TO FUNDS HELD IN THE BOND PURCHASE FUND FOR PAYMENT OF THE
PURCHASE PRICE OF THIS BOND.


                            UNITED STATES OF AMERICA
                                STATE OF NEBRASKA

                      NEBRASKA INVESTMENT FINANCE AUTHORITY


No. R-1                                                            $2,850,000.00

                              VARIABLE RATE DEMAND
                      INDUSTRIAL DEVELOPMENT REVENUE BOND,
                                   SERIES 1997
                    (TRANSCRYPT INTERNATIONAL, INC. PROJECT)

                  THE ISSUER HAS NO TAXING POWER. THIS BOND SHALL NOT CONSTITUTE
A DEBT, LIABILITY OR GENERAL OBLIGATION OF THE STATE OR ANY POLITICAL
SUBDIVISION THEREOF; AND NEITHER THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF
SHALL BE LIABLE THEREFOR. NEITHER THE FAITH, REVENUES, CREDIT NOR TAXING POWER
OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF SHALL BE PLEDGED TO THE
PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THIS BOND. THIS
BOND IS A SPECIAL LIMITED OBLIGATION OF THE ISSUER, PAYABLE SOLELY OUT OF THE
TRUST ESTATE PLEDGED THEREFOR PURSUANT TO THE INDENTURE, WHICH IS THE SOLE ASSET
OF THE ISSUER PLEDGED THEREFOR.

                  THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE APPLICABLE "BLUE SKY" OR OTHER SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, IN
WHOLE OR IN PART, EXCEPT IN COMPLIANCE WITH ALL APPLICABLE STATE AND FEDERAL
LAWS AND EITHER UNDER EFFECTIVE FEDERAL AND STATE REGISTRATION STATEMENTS OR
PURSUANT TO EXEMPTIONS FROM SUCH REGISTRATIONS. UNDER THE TERMS OF THE
INDENTURE, ONLY BANKS, SAVINGS AND LOAN ASSOCIATIONS, FINANCIAL

<PAGE>   2

INSTITUTIONS, INVESTMENT COMPANIES, MUTUAL FUNDS, CORPORATIONS, PENSION AND
PROFIT-SHARING ACCOUNTS, BUSINESS PARTNERSHIPS OR TRUSTS, EACH OF WHOM IS AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A) OF REGULATION D OF THE
SECURITIES AND EXCHANGE COMMISSION, AND DELIVERS AN INVESTOR LETTER TO THE
ISSUER AND TO THE TRUSTEE SUBSTANTIALLY IN THE FORM ATTACHED TO THE INDENTURE AS
EXHIBIT B-1 OR B-2, AS APPLICABLE, MAY INVEST, OR ACQUIRE A BENEFICIAL INTEREST,
IN THIS BOND AND ONLY THROUGH A REGISTERED BROKER-DEALER.


     Interest       Maturity       Date of Original
       Rate           Date              Issue                    CUSIP
---------------  ---------------  ------------------    -----------------------
     Variable     March 1, 2017      March 25, 1997            639669 CB 4


REGISTERED
HOLDER:

PRINCIPAL
AMOUNT:


                  KNOW ALL PERSONS BY THESE PRESENTS that the Nebraska
Investment Finance Authority, a body politic and corporate, not a state agency
but an independent instrumentality exercising essential public functions (the
"Issuer"), for value received, promises to pay to the registered holder named
above, or registered assigns, but only from the Bond Fund (as defined in the
Indenture described below), and upon presentation and surrender hereof at the
principal corporate trust office of the Trustee named below, the principal sum
specified above, on the maturity date specified above, or, if this Bond is
prepayable as stated below, on a prior date on which it shall have been duly
called for redemption, and to pay interest on said principal sum to the Record
Date Holder hereof, as defined below, solely from the Bond Fund, until the
principal sum is paid or discharged, at the rates and on the dates provided
herein, computed during the Variable Rate Period (hereinafter defined) on the
basis of the actual number of days elapsed in a year of 365 or 366 days, as
applicable, and during the Fixed Rate Period (hereinafter defined) on the basis
of a 360-day year of twelve 30-day months.


                                        2
<PAGE>   3

                  THIS BOND SHALL BE PURCHASED ON THE DEMAND OF THE HOLDER AT
THE TIMES AND UPON THE TERMS AND CONDITIONS AS HEREINAFTER DESCRIBED.

                  This Bond shall bear interest from the date of original issue,
or from the most recent Interest Payment Date (hereinafter defined) to which
interest has been paid or provided for. The "Record Date Holder" is the person
in whose name this Bond is registered in the Bond Register maintained by the
Trustee named below or its successor in trust (the "Registered Holder" or
"Holder" hereof) either (i) with respect to each Variable Rate Interest Payment
Date (hereinafter defined) on the calendar day next preceding such Variable Rate
Interest Payment Date (hereinafter defined) and (ii) with respect to each Fixed
Rate Interest Payment Date (hereinafter defined) on the fifteenth day of the
calendar month next preceding such Fixed Rate Interest Payment Date, in each
case whether or not such day is a Business Day. Interest shall be payable by
check or draft mailed to the Registered Holder at his or her address as it
appears on the Bond Register on the Record Date, except as otherwise provided in
the Indenture.

                  The principal of and interest and premium, if any, on this
Bond are payable in lawful money of the United States of America. Upon notice to
the Trustee accompanied by proper wire instructions, any Holder of the Bonds in
an aggregate amount equal to or greater than $500,000 may elect to be paid the
interest on such Bonds payable on any Interest Payment Date by Federal Reserve
wire transfer in immediately available funds, less any applicable wire
transaction cost, to any bank in the United States specified by such Holder.

                  Interest not timely paid or duly provided for will be paid by
check mailed to the person in whose name this Bond is registered on the Bond
Register at the close of business on a date (the "Special Record Date") fixed by
the Trustee, notice of which is to be mailed to all Bondholders.

                  This Bond is one of an issue in the aggregate principal amount
of $2,850,000 (the "Bonds"), all of like nominal date of original issue and
tenor, except as to serial number and amount, issued in accordance with an
Indenture of Trust, dated as of March 1, 1997 (the "Indenture"), duly executed
and delivered by the Issuer to Norwest Bank Nebraska, National Association, in
Omaha, Nebraska (the "Trustee"), setting forth the terms upon which the


                                        3
<PAGE>   4

Bonds are issued. The Bonds are equally and ratably secured by and entitled to
the protection of the Indenture. The Bonds are issued by the Issuer for the
purpose of refunding bonds of the Issuer and financing a project within the
meaning of Section 58-201 et seq., Reissue Revised Statutes of Nebraska (1993),
as amended (the "Act"), consisting of the construction of an addition to and
acquisition and installation of manufacturing equipment in the existing
manufacturing facility (the "Project") owned by Transcrypt International, Inc.,
a Delaware corporation (the "Company") and located in Lincoln, Nebraska by
making a loan (the "Loan") of the proceeds of the Bonds to the Company. The
Company has agreed under the Loan Agreement dated as of March 1, 1997, by and
between the Issuer and the Company (the "Loan Agreement") to repay the Loan,
together with interest thereon, in amounts and at times sufficient to pay the
principal of, premium, if any, and interest on the Bonds as the same shall
become due and payable (the "Basic Payments"). Pursuant to the Indenture, the
Issuer has assigned and pledged to the Trustee, for the equal and ratable
benefit of the Holders of the Bonds, the Basic Payments due under the Loan
Agreement and other amounts as set forth in the Loan Agreement, but not
including the Reserved Rights.

                  Payment of the Bonds is further secured by an irrevocable
letter of credit (such Letter of Credit or any alternate Letter of Credit
delivered in accordance with the Loan Agreement and Indenture are hereafter
collectively referred to as the "Letter of Credit") issued by Norwest Bank
Minnesota, National Association (together with the issuer of any Alternate
Letter of Credit delivered in accordance with the Loan Agreement are hereafter
collectively referred to as the "Bank") in favor of the Trustee, obligating the
Bank to pay to the Trustee during the periods described therein, upon request
and in accordance with the terms thereof and of the Loan Agreement and the
Indenture, the amounts described therein for the purpose of making certain
payments on or with respect to the Bonds. The Company and Norwest Bank Nebraska,
National Association (the "Reimbursement Bank") have entered into a Letter of
Credit and Reimbursement Agreement dated as of March 1, 1997 (together with any
reimbursement agreement relating to any alternate Letter of Credit, the
"Reimbursement Agreement") providing for repayment of the amounts drawn under
the Letter of Credit and other provisions relating to the Company and the
Project. Reference is hereby made to the Loan Agreement, Reimbursement
Agreement, Letter of Credit and Indenture, including all indentures supplemental
thereto, for a description of the property encumbered and assigned, the
provisions, among others,


                                        4
<PAGE>   5

with respect to the nature and extent of the security, the rights of the Issuer,
and the rights, duties and obligations of the Company, the Trustee, the Bank,
the Reimbursement Bank and the Holders of the Bonds and the terms upon which the
Bonds are issued and secured.

                  The term "Business Day" shall mean a day other than a
Saturday, Sunday, legal holiday or other date on which banking institutions in
Minneapolis, Minnesota or Omaha, Nebraska are authorized or required by law to
close. If the date for making any payment or the last date for performance of
any act or the exercising of any right, as provided in this Bond, is not a
Business Day, such payment may be made or act performed or right exercised on
the next succeeding Business Day.

                  The Company has caused to be delivered to the Trustee the
Letter of Credit, which expires on April 1, 2007, or if April 1, 2007 is not a
Business Day, the first Business Day thereafter. The Trustee is entitled under
the Letter of Credit to draw up to (a) an amount sufficient (i) to pay 103
percent of the principal of the Bonds or (ii) to enable the Trustee to pay the
purchase price of the Bonds delivered to it for purchase and not remarketed,
plus (b) an amount equal to fifty (50) days' accrued interest on the Outstanding
Bonds assuming an interest rate of 10%. During the Letter of Credit Period (as
defined in the Indenture), upon the expiration of the Letter of Credit, the
Company is required to provide another letter of credit having terms
substantially similar to the Letter of Credit.

                  Interest on the Bonds shall be payable on the first day of
each month, commencing on April 1, 1997, during the Variable Rate Period, and on
the Conversion Date or the date of payment in full of this Bond if no Conversion
Date shall occur (each a "Variable Rate Interest Payment Date"), and, on March 1
or September 1 next succeeding the Conversion Date, and on each March 1 and
September 1 thereafter (each a "Fixed Rate Interest Payment Date") until payment
in full of this Bond.

                  Prior to the Conversion Date (as defined below), this Bond
shall bear interest at the Variable Rate as defined in the Indenture (the
"Variable Rate"); provided that in no event shall the Variable Rate exceed ten
percent (10.00%) per annum.

                  On and after the Conversion Date this Bond shall bear interest
at the Fixed Rate (as defined in the Indenture). The


                                        5
<PAGE>   6

interest rate on this Bond shall be converted to the Fixed Rate, on a one-time
basis at the option of the Company upon the conditions set forth in the
Indenture and below.

                  The Company may, with the written consent of the Reimbursement
Bank, exercise the option to convert the interest rate on the Bonds from a
Variable Rate to a Fixed Rate by written notice to the Trustee, the Issuer and
the Remarketing Agent, as defined in the Indenture, stating (A) its election to
convert the interest rate on this Bond to the Fixed Rate, (B) the date on which
such conversion shall occur (the "Conversion Date"), which shall be a Business
Day not less than 60 nor more than 90 days from the date the Company gives such
notice, and (C) the date on which the Fixed Rate shall be announced, which shall
be not less than ten (10) days prior to the Conversion Date (the "Computation
Date"), and by delivering to the Trustee, the Issuer and the Remarketing Agent,
with such notice, an opinion of Bond Counsel (as such term is defined in the
Indenture) stating that such conversion to the Fixed Rate is authorized and
permitted by the Act and the Indenture and will not cause the interest on the
Bonds to become includable in gross income for federal income tax purposes. In
such case, the Fixed Rate shall be the interest rate on this Bond announced by
the Remarketing Agent on the Computation Date, shall be effective on and after
the Conversion Date and shall be equal to the interest rate at which the
Remarketing Agent has received on the Computation Date commitments to purchase
all of the Bonds on the Conversion Date at par.

                  If the Company has exercised its option to convert the Bonds
to the Fixed Rate and on the Computation Date the Remarketing Agent has not
received commitments to purchase all of the Bonds on the Conversion Date at par,
the conversion of the Bonds to the Fixed Rate shall be canceled and the Bonds
shall continue to bear interest after the Conversion Date at the Variable Rate
as if such option had not been exercised. The Trustee shall promptly give notice
of any such cancellation to the Bondholders. No such cancellation shall affect
the right of the Company thereafter to exercise its option to convert the Bonds
to the Fixed Rate.

                  Prior to the Conversion Date, the Holder of this Bond may
require the Trustee to purchase this Bond (in whole but not in part), on any
Business Day during the Variable Rate Period, at a purchase price equal to the
principal amount thereof plus accrued interest thereon from the most recent
Variable Rate Interest Payment Date, upon:


                                        6
<PAGE>   7

                  a) giving to the Trustee and the Remarketing Agent notice by
         facsimile, telex or other means of written or printed instantaneous
         communication delivered to the Trustee at its principal corporate trust
         office and the Remarketing Agent at its principal office (the "Optional
         Tender Notice") stating: (1) the principal amount of this Bond and the
         name of the holder hereof, and (2) the date on which this Bond is to be
         purchased (the "Optional Tender Date"), which date shall be a Business
         Day on or after the seventh calendar day next succeeding the date of
         the giving of the Optional Tender Notice; and

                  b) delivery of this Bond (with an appropriate instrument of
         transfer executed in blank) to the Trustee by 12:00 o'clock Noon,
         Nebraska time, on the Business Day prior to the Optional Tender Date.

                  On the Optional Tender Date the Trustee shall purchase this
Bond from the Holder hereof using only funds available under the Indenture at a
purchase price equal to the principal amount hereof plus accrued interest
thereon.

                  A Mandatory Tender Date shall occur on any Conversion Date or
a date on which the Bonds are called for mandatory tender, in lieu of mandatory
redemption, as hereinafter described, or on the date on which an Alternate
Letter of Credit shall take effect. Subject to the provisions of (ii) below, the
Holder hereof shall be required to tender this Bond to the Trustee on or before
12:00 o'clock Noon, Nebraska time on the Business Day prior to the Mandatory
Tender Date, for purchase on the Mandatory Tender Date at a purchase price equal
to the principal amount hereof plus accrued interest thereon, all as more fully
provided herein and in the Indenture.

                  (i)      Notice of a Mandatory Tender Date (a "Mandatory
Tender Notice") shall be given by the Trustee, by first class mail, to the
Holder of this Bond at its address appearing on the registration books for the
Bonds maintained by the Trustee, not less than thirty days prior to the
Conversion Date, or seven days prior to the date on which an Alternate Letter of
Credit shall take effect. Such Mandatory Tender Notice shall specify the
Conversion Date, or the date on which an Alternate Letter of Credit shall take
effect, as the case may be, and state (a) the reason for the mandatory tender,
(b) that all Bonds shall be purchased on the Conversion Date at a purchase price
equal to the principal amount


                                        7
<PAGE>   8

thereof plus accrued interest thereon, (c) that all Bonds must be tendered for
purchase at or before 12:00 o'clock Noon, Nebraska time on the Business Day
prior to the Mandatory Tender Date, together with an appropriate instrument of
transfer executed in blank and (d) any such Bond which is not tendered but for
which there has been irrevocably deposited in the Letter of Credit Account in
the Bond Purchase Fund (as such term is defined in the Indenture) with the
Trustee an amount sufficient to pay the purchase price thereof (an "Untendered
Bond") shall be deemed to have been tendered and shall not be entitled to
receive interest on such Bond on and after the relevant Mandatory Tender Date.

                  (ii)     This Bond shall be tendered to the Trustee for
purchase at or before 12:00 o'clock Noon, Nebraska time on the Business Day
prior to the Mandatory Tender Date, by delivering this Bond to the Trustee
together with an appropriate instrument of transfer duly executed in blank and
on the Mandatory Tender Date, the Trustee shall purchase this Bond or cause this
Bond to be purchased at a purchase price equal to the principal amount hereof
plus accrued interest thereon from the most recent Variable Rate Interest
Payment Date.

                  (iii)    If this Bond is not tendered on or before any
Mandatory Tender Date, then this Bond shall be deemed to have been tendered and
the Holder hereof shall not be entitled to receive interest on this Bond for any
period beginning on or after the Mandatory Tender Date and upon surrender of
this Bond to the Trustee, the Holder of this Bond shall be paid only an amount
equal to the purchase price of this Bond due on the Mandatory Tender Date.

                  On or after September 1, 1997, the Bonds are subject to
redemption in whole or in part on any Interest Payment Date, at the option of
the Company and with the consent of the Reimbursement Bank, upon 30 days prior
notice, at a redemption price equal to the principal amount of the Bonds to be
redeemed plus accrued interest thereon to the redemption date, without premium.

                  During the Letter of Credit Period, as defined in the
Indenture, the Bonds are subject to mandatory redemption in whole at a
redemption price equal to the principal amount, without any premium, plus
accrued interest to the Redemption Date on the date established pursuant to the
Indenture, in the event that the Company fails to provide the Trustee at least
35 days prior to the expiration of a Letter of Credit either an extension of the


                                        8
<PAGE>   9

existing Letter of Credit by the Bank or an Alternate Letter of Credit; provided
that in lieu of redemption of the Bonds, the Company may require the Bonds be
tendered or purchased on the Redemption Date if certain conditions set forth in
the Indenture are satisfied.

                  This Bond is subject to mandatory redemption in whole on the
first Business Day for which notice of redemption can properly be given as
provided herein upon the occurrence of a Determination of Taxability (as such
term is defined in the Indenture) at a redemption price equal to 103 percent of
the principal amount of this Bond, but without any other premium or obligation
to the Holder, plus accrued interest thereon to the redemption date.

                  All Bonds are subject to mandatory prepayment and redemption
by lot at par and accrued interest without premium on each of the following
dates and in the following principal amounts (unless and to the extent a credit
against any such amount is applied as provided in the Indenture):

<TABLE>
<CAPTION>
                           Date                                        Amount
                           ----                                        ------
<S>                                                                    <C>     
                           3/1/98                                      $140,000
                           3/1/99                                       140,000
                           3/1/00                                       140,000
                           3/1/01                                       140,000
                           3/1/02                                       140,000
                           3/1/03                                       140,000
                           3/1/04                                       140,000
                           3/1/05                                       140,000
                           3/1/06                                       140,000
                           3/1/07                                       140,000
                           3/1/08                                       145,000
                           3/1/09                                       145,000
                           3/1/10                                       145,000
                           3/1/11                                       145,000
                           3/1/12                                       145,000
                           3/1/13                                       145,000
                           3/1/14                                       145,000
                           3/1/15                                       145,000
                           3/1/16                                       145,000
                           3/1/17*                                      145,000
</TABLE>

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


                                        9
<PAGE>   10

*Final Maturity

                  Pursuant to Section 4.9 of the Indenture, the Reimbursement
Bank or its designee may purchase Bonds which have been called for redemption or
acceleration due to the Company's failure to provide an Alternate Letter of
Credit, upon a Determination of Taxability or upon certain Events of Default.

                  In the case of any partial redemption of the Bonds, the
particular Bonds to be redeemed shall be selected by the Trustee in such manner
as the Trustee shall deem fair and equitable and the Bonds shall be redeemed in
the principal amounts specified in the Indenture. Upon the partial redemption of
any Bond, the Holder thereof is not required to surrender such Bond to the
Trustee for payment of the redemption price (including accrued interest thereon
on the date fixed for redemption) of the portion thereof called for redemption
and the Holder shall note (and there shall be deemed to have been noted) on the
Bond the principal amount so redeemed; provided that failure to note such
prepayment hereon shall not affect the validity of such redemption.

                  Notice of redemption shall, if required by law, be published
at least once before the redemption date in a daily or weekly financial journal
or newspaper of general circulation in New York, New York, and shall be mailed
first class mail at least thirty (30) days prior to the date fixed for
redemption to each Registered Holder of a Bond to be redeemed. All Bonds so
called for redemption, provided funds for their redemption have been duly
deposited, will cease to bear interest on the specified redemption date and
(except for the purpose of payment) shall no longer be protected by the
Indenture and shall not be deemed Outstanding under the Indenture, and shall
thereafter be payable solely from the funds provided for payment.

                  In addition to the foregoing, if under certain circumstances
an Event of Default, as defined in the Indenture, shall occur, the principal of
all the Bonds and all interest accrued thereon may, without prior notice to the
Bondholders, be declared due and payable in the manner and with the effect
provided in the Loan Agreement and Indenture.

                  This Bond and the series of which it forms a part are issued
pursuant to and in full compliance with the Constitution and laws of the State
of Nebraska, particularly the Act, and pursuant to a resolution adopted and
approved by the Issuer, which


                                       10
<PAGE>   11

resolution authorized the Project and the execution and delivery of the
Indenture, and the issuance of the Bonds as special, limited obligations payable
solely from revenues derived from the Loan Agreement, including Letter of Credit
proceeds, except that under certain circumstances the Bonds may be payable from
Bond proceeds. The Basic Payments under the Loan Agreement are scheduled to be
sufficient to pay the principal of, premium, if any, and interest on the Bonds
as the same become due and payable and are to be paid to the Trustee for the
account of the Issuer and credited to the Bond Fund as a special trust fund
account created by the Issuer and have been and are hereby pledged for that
purpose. THE BONDS, INCLUDING PRINCIPAL, PREMIUM AND ANY OTHER PAYMENTS HOWEVER
DESIGNATED, AND THE INTEREST DUE THEREON DO NOT AND SHALL NEVER CONSTITUTE A
GENERAL INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY STATE
CONSTITUTIONAL OR STATUTORY PROVISION AND DO NOT AND SHALL NOT CONSTITUTE OR
GIVE RISE TO A PECUNIARY LIABILITY OR MORAL OBLIGATION OF THE ISSUER, THE STATE
OF NEBRASKA OR ANY OF ITS POLITICAL SUBDIVISIONS, OR A CHARGE AGAINST ITS
GENERAL CREDIT, OR TO THE EXTENT PERMITTED BY LAW, ANY PECUNIARY LIABILITY OF
ANY OFFICER, EMPLOYEE OR AGENT OF THE ISSUER. THE ISSUER HAS NO TAXING POWERS.
The provisions of this paragraph are controlling notwithstanding anything herein
to the contrary.

                  The Holder of this Bond shall have no right to enforce the
provisions of the Indenture or to institute action to enforce the covenants
therein, or to take any action with respect to any Event of Default under the
Indenture, or to institute, appear in or defend any suit or other proceedings
with respect thereto, except as provided in the Indenture. Modifications or
alterations of the Indenture, or of any indenture supplemental thereto, may be
made only to the extent and in the circumstances permitted by the Indenture.

                  With the consent of the Issuer, the Company, the Reimbursement
Bank and the Trustee, as appropriate, and to the extent permitted by and as
provided in the Indenture, the terms and provisions of the Indenture, the Loan
Agreement and the Letter of Credit, or of any instrument supplemental thereto,
may be modified or altered by the consent of the Holders of at least 51% in
aggregate principal amount of the Bonds then Outstanding thereunder.

                  The Indenture also contains provisions permitting Holders of a
majority in aggregate principal amount of the Bonds at the time Outstanding, on
behalf of all the Holders of all the Bonds and


                                       11
<PAGE>   12

with the consent of the Reimbursement Bank, to waive compliance by the Issuer
with certain provisions of the Indenture and certain defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Bond shall be conclusive and binding upon such Holder and on all future
Holders of this Bond and of any Bond issued in lieu hereof whether or not
notation of such consent or waiver is made upon this Bond.

                  The Bonds are issued as fully registered Bonds without coupons
in the denomination of $100,000 or any greater amount in multiples of $5,000
except for one Bond which following redemptions may be in an amount less than
$100,000. The Bonds are interchangeable for one or more Bonds in Authorized
Denominations, aggregate principal amount, interest rate and maturity date, upon
surrender thereof by the Holder at the principal office of the Trustee, in the
manner and subject to the limitations provided in the Indenture. The Issuer, the
Trustee and any additional paying agents may deem and treat the Holder hereof as
the absolute owner hereof (whether or not this Bond shall be overdue) for the
purpose of receiving payment of or on account of principal hereof and interest
(except as otherwise hereinabove provided with respect to the Record Date) due
hereon and for all other purposes, and the Issuer, the Trustee and any
additional paying agents shall not be affected by any notice to the contrary.

                  Subject to the limitations provided in the Indenture, this
Bond is only transferable by the Holder hereof upon surrender of this Bond for
transfer at the principal corporate trust office of the Trustee, duly endorsed
or accompanied by a written instrument or instruments of transfer in the form
printed on this Bond or in another form satisfactory to the Trustee and executed
and with guaranty of signature by the Holder hereof or his attorney duly
authorized in writing, containing written instructions as to the details of the
transfer of the Bond. Thereupon the Issuer shall execute (if necessary) and the
Trustee shall authenticate and deliver, in exchange for this Bond, one or more
new Bonds in the name of the transferee (but not registered in blank or to
"bearer" or a similar designation), of an Authorized Denomination, in aggregate
principal amount equal to the principal amount of this Bond, of the same
maturity, and bearing interest at the same rate.

                  Notwithstanding anything herein to the contrary, in no event
shall this Bond be transferred to or registered in the name of any transferee
(except the Trustee, the Reimbursement Bank, the Remarketing Agent or the
Company) who is not an institutional


                                       12
<PAGE>   13

accredited investor who has (A) executed an Investor Letter in the form attached
to this Indenture as Exhibit B-1 or (B), in the event such transferee is to be
issued a Bond (i) which is in a principal amount representing less than
one-third of the Bonds Outstanding, or (ii) at such time the Letter of Credit
then securing this Bond is not issued by a Bank, the senior debt obligations of
which carry a Rating Category of at least AA, or (iii) at such time the Letter
of Credit is not then in full force and effect or has been improperly
dishonored, executed an Investor Letter in the form attached to this Indenture
as Exhibit B-2.

                  No service charge shall be made to the Holder for any
registration, transfer or exchange hereinbefore referred to, but the Trustee may
require payment of a sum sufficient to cover any tax, fee or other governmental
charge that may be imposed in connection with any transfer or exchange of Bonds,
other than exchanges expressly provided in the Indenture to be made without
charge to Bondholders.

                  IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts,
conditions and things required to exist, to happen and to be performed precedent
to and in the execution and delivery of the Indenture and the issuance of this
Bond do exist, have happened and have been performed in due time, form and
manner, as required by law, and that the issuance of this Bond and the series of
which it forms a part, together with all other obligations of the Issuer, does
not exceed or violate any constitutional or statutory limitation.

                  This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the Indenture unless the
Certificate of Authentication hereon shall have been executed by the Trustee.

                  IN WITNESS WHEREOF, the Nebraska Investment Finance Authority,
by its governing body, has caused this Bond to be executed in its name by the
manual or facsimile signatures of its Chairperson and its Executive Director and
by the manual signature of the Trustee acting as authenticating agent, and has
caused this Bond to be sealed with a facsimile of its official seal printed
hereon.


                                       13
<PAGE>   14

                                             NEBRASKA INVESTMENT FINANCE
                                             AUTHORITY



TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described
in the within mentioned Indenture.


Norwest Bank Nebraska, National Association,
Trustee


By______________________________             Date:______________________
   Responsible Agent


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                                   ASSIGNMENT


                  For value received, the undersigned hereby sells, assigns and
transfers unto ________________________________________________
_________________________________ the within Bond and does hereby irrevocably
constitute and appoint __________________ ______________ attorney to transfer
the Bond on the books kept for the registration thereof, with full power of
substitution in the premises.

Dated:  _______________________   ___________________________

         Notice:           The assignor's signature to this assignment must
                           correspond with the name as it appears upon the face
                           of the within Bond in every particular, without
                           alteration or any change whatever.

Signature Guaranteed:

_______________________

Signature(s) must be guaranteed by a national bank or trust company or by a
brokerage firm having a membership in one of the major stock exchanges.

         The Trustee will not effect transfer of this Bond unless the
information concerning the transferee requested below is provided.

Name and Address:  ________________________________________

                   ________________________________________

                   ________________________________________
                   (Include information for all joint owners
                     if the Bond is held by joint account)

Insert social security or
other identifying number of
Transferee

___________________________

___________________________


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