SECTION 1.  Amendments to Indenture.  The Indenture is hereby
amended as follows:

                  1.1.  Clause (vi) of the definition of "Permitted  Investment"
in Section 1.1 of the Indenture is amended by deleting the  references to "$10.0
million"  and "15  consecutive  days"  set  forth  therein  and  replacing  such
references with "$20.0 million" and "45 consecutive days," respectively.

                  1.2.  Section  4.8(c) of the  Indenture is amended by deleting
the references to "$10.0  million" and "15  consecutive  days" set forth therein
and replacing such references  with "$20.0  million" and "45 consecutive  days,"
respectively.