<PAGE>

                                                                     EXHIBIT 4.3

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




                               SCHULER HOMES, INC.

                                       AND

                          BISHOP TRUST COMPANY, LIMITED

                                     TRUSTEE




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


                                    INDENTURE

                          DATED AS OF JANUARY 15, 1993


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




                6.5% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2003




================================================================================
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                           <C>                                                                              <C>
ARTICLE ONE                   DEFINITIONS.......................................................................11

         SECTION 1.01.        Definitions.......................................................................11

ARTICLE TWO                   ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF DEBENTURES............15

         SECTION 2.01.        Designation, Amount and Issue of Debentures.......................................15

         SECTION 2.02.        Form of Debentures................................................................15

         SECTION 2.03.        Date and Denomination of Debentures; Payments of Interest.........................15

         SECTION 2.04.        Execution of Debentures...........................................................16

         SECTION 2.05.        Exchange and Registration of Transfer of Debentures...............................17

         SECTION 2.06.        Mutilated, Destroyed, Lost or Stolen Debentures...................................18

         SECTION 2.07.        Temporary Debentures..............................................................18

         SECTION 2.08.        Cancellation of Debentures Paid, Etc..............................................19

ARTICLE THREE                 REDEMPTION OF DEBENTURES..........................................................19

         SECTION 3.01.        Redemption Prices.................................................................19

         SECTION 3.02.        Notice of Redemption; Selection of Debentures.....................................19

         SECTION 3.03.        Payment of Debentures Called for Redemption.......................................20

         SECTION 3.04.        Conversion Arrangement on Call for Redemption.....................................21

ARTICLE FOUR                  SUBORDINATION OF DEBENTURES.......................................................22

         SECTION 4.01.        Agreement of Subordination........................................................22

         SECTION 4.02.        Payments to Debentureholders......................................................22

         SECTION 4.03.        Subrogation of Debentures.........................................................24

         SECTION 4.04.        Authorization by Debentureholders.................................................24

         SECTION 4.05.        Notices to Trustee and Senior Indebtedness Holders................................25

         SECTION 4.06.        Trustee's Relation to Senior Indebtedness.........................................26

         SECTION 4.07.        No Impairment of Subordination....................................................26

         SECTION 4.08.        Article Applicable to Paying Agents...............................................26

ARTICLE FIVE                  PARTICULAR COVENANTS OF THE COMPANY...............................................26

         SECTION 5.01.        Payment of Principal, Premium and Interest........................................26

         SECTION 5.02.        Offices for Notices and Payments, Etc.............................................27

         SECTION 5.03.        Appointments to Fill Vacancies in Trustees Office.................................27
</TABLE>


                                      -i-

NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.
<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                           <C>                                                                              <C>
         SECTION 5.04.        Provision as to Paying Agent......................................................27

         SECTION 5.05.        Corporate Existence...............................................................28

         SECTION 5.06.        Investment Company Status.........................................................28

         SECTION 5.07.        Maintenance of Properties.........................................................28

         SECTION 5.08.        Payment of Taxes and Other Claims.................................................28

ARTICLE SIX                   DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE................29

         SECTION 6.01.        Debentureholders' Lists...........................................................29

         SECTION 6.02.        Preservation and Disclosure of Lists..............................................29

         SECTION 6.03.        Reports by the Company............................................................30

         SECTION 6.04.        Reports by the Trustee............................................................31

         SECTION 6.05.        Usury Laws........................................................................32

ARTICLE SEVEN                 REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON AN EVENT OF DEFAULT...............33

         SECTION 7.01.        Events of Default.................................................................33

         SECTION 7.02.        Payments of Debentures on Default; Suit Therefor..................................35

         SECTION 7.03.        Application of Monies Collected by Trustee........................................36

         SECTION 7.04.        Proceedings by Debentureholder....................................................37

         SECTION 7.05.        Proceedings by Trustee............................................................37

         SECTION 7.06.        Remedies Cumulative and Continuing................................................38

         SECTION 7.07.        Direction of Proceedings and Waiver of Defaults by Majority of
                              Debentureholders..................................................................38

         SECTION 7.08.        Notice of Defaults................................................................38

         SECTION 7.09.        Undertaking to Pay Costs..........................................................39

ARTICLE EIGHT                 CONCERNING THE TRUSTEE............................................................39

         SECTION 8.01.        Duties and Responsibilities of Trustee............................................39

         SECTION 8.02.        Reliance on Documents, Opinions, Etc..............................................40

         SECTION 8.03.        No Responsibility for Recitals, Etc...............................................41

         SECTION 8.04.        Trustee, Paying Agents, Conversion Agents or Registrar May Own Debentures.........41

         SECTION 8.05.        Monies to be Held in Trust........................................................41
</TABLE>


                                      -ii-

NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.
<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                           <C>                                                                              <C>
         SECTION 8.06.        Compensation and Expenses of Trustee..............................................42

         SECTION 8.07.        Officers' Certificate as Evidence.................................................42

         SECTION 8.08.        Conflicting Interest of Trustee...................................................42

         SECTION 8.09.        Eligibility of Trustee............................................................42

         SECTION 8.10.        Resignation or Removal of Trustee.................................................43

         SECTION 8.11.        Acceptance by Successor Trustee...................................................44

         SECTION 8.12.        Succession by Merge, Etc..........................................................44

         SECTION 8.13.        Limitation on Rights of Trustee as Creditor.......................................45

         SECTION 8.14.        Withholdings......................................................................48

ARTICLE NINE                  CONCERNING THE DEBENTUREHOLDERS...................................................48

         SECTION 9.01.        Action by Debentureholders........................................................48

         SECTION 9.02.        Proof of Execution by Debentureholders............................................49

         SECTION 9.03.        Who Are Deemed Absolute Owners....................................................49

         SECTION 9.04.        Company-Owned Debentures Disregarded..............................................49

         SECTION 9.05.        Revocation of Consents; Future Holders Bound......................................50

ARTICLE TEN                   DEBENTUREHOLDERS' MEETINGS........................................................50

         SECTION 10.01.       Purposes of Meetings..............................................................50

         SECTION 10.02.       Call of Meetings by Trustee.......................................................50

         SECTION 10.03.       Call of Meetings by Company or Debentureholders...................................51

         SECTION 10.04.       Qualifications for Voting.........................................................51

         SECTION 10.05.       Regulations.......................................................................51

         SECTION 10.06.       Voting............................................................................52

         SECTION 10.07.       No Delay of Rights by Meeting.....................................................52

ARTICLE ELEVEN                SUPPLEMENTAL INDENTURES...........................................................52

         SECTION 11.01.       Supplemental Indentures without Consent of Debentureholders.......................52

         SECTION 11.02.       Supplemental Indentures with Consent of Debentureholders..........................54

         SECTION 11.03.       Compliance with Trust Indenture Act; Effect of Supplemental Indentures............54

         SECTION 11.04.       Notation on Debentures............................................................55
</TABLE>


                                      -iii-

NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.
<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                           <C>                                                                              <C>
         SECTION 11.05.       Evidence of Compliance of Supplemental Indenture to be Furnished Trustee..........55

ARTICLE TWELVE                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.................................55

         SECTION 12.01.       Company May Consolidate, Etc. on Certain Terms....................................55

         SECTION 12.02.       Successor Corporation to be Substituted...........................................55

         SECTION 12.03.       Opinion of Counsel to Be Given Trustee............................................56

ARTICLE THIRTEEN              SATISFACTION AND DISCHARGE OF INDENTURE...........................................56

         SECTION 13.01.       Discharge of Indenture............................................................56

         SECTION 13.02.       Deposited Monies to Be Held in Trust by Trustee...................................57

         SECTION 13.03.       Paying Agent to Relay Monies Held.................................................57

         SECTION 13.04.       Return of Unclaimed Monies........................................................57

ARTICLE FOURTEEN              IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS...................57

         SECTION 14.01.       Indenture and Debentures Solely Corporate Obligations.............................57

ARTICLE FIFTEEN               CONVERSION OF DEBENTURES..........................................................58

         SECTION 15.01.       Right to Convert..................................................................58

         SECTION 15.02.       Exercise of Conversion Privilege; Issuance of Common Stock on Conversion;
                              No Adjustment for Interest or Dividends...........................................58
         SECTION 15.03.       Cash Payments in Lieu of Fractional Shares........................................59

         SECTION 15.04.       Conversion Price..................................................................59

         SECTION 15.05.       Adjustment of Conversion Price....................................................60

         SECTION 15.06.       Effect of Reclassification, Consolidation, Merger or Sale.........................63

         SECTION 15.07.       Taxes on Shares Issued............................................................64

         SECTION 15.08.       Reservation of Shares; Shares to Be Fully Paid:  Compliance with
                              Governmental Requirements; Listing of Common Stock................................64

         SECTION 15.09.       Responsibility of Trustee.........................................................64

         SECTION 15.10.       Notice to Holders Prior to Certain Actions........................................65

ARTICLE SIXTEEN               REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER UPON A RISK EVENT............66

         SECTION 16.01.       Right to Require Purchase.........................................................66

         SECTION 16.02.       Notice; Method of Exercising Repurchase Right. Etc................................66
</TABLE>


                                      -iv-

NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.
<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                           <C>                                                                              <C>
         SECTION 16.03.       Certain Definitions...............................................................69

         SECTION 16.04.       Applicable Law Shall Govern.......................................................70

ARTICLE SEVENTEEN   MISCELLANEOUS PROVISIONS....................................................................70

         SECTION 17.01.       Provisions Binding on Company's Successors........................................70

         SECTION 17.02.       Official Acts by Successor Corporation............................................70

         SECTION 17.03.       Addresses for Notice, Etc.........................................................70

         SECTION 17.04.       Governing Law.....................................................................71

         SECTION 17.05.       Evidence of Compliance with Conditions Precedent; Certificates to Trustee.........71

         SECTION 17.06.       Legal Holidays....................................................................71

         SECTION 17.07.       Trust Indenture Act to Control....................................................71

         SECTION 17.08.       No Security Interest Created......................................................71

         SECTION 17.09.       Benefits of Indenture.............................................................72

         SECTION 17.10.       Table of Contents, Headings, Etc..................................................72

         SECTION 17.11.       Execution in Counterparts.........................................................72

         SECTION 17.12.       Acceptance by Trustee.............................................................72
</TABLE>


                                      -v-

NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of the Indenture.
<PAGE>

                          RECONCILIATION AND TIE-SHEET*


of provisions of Trust Indenture Act of 1939 with Indenture, dated as of January
15, 1993, between Schuler Homes, Inc. and Bishop Trust Company, Limited, as
Trustee:
<TABLE>
<CAPTION>
                        SECTION OF ACT                                           SECTION OF INDENTURE
----------------------------------------------------------------------------     --------------------
<S>                                                                              <C>
310(a)(1), (2) and (5)......................................................     8.09
310(a)(3) and (4)...........................................................     Not applicable
310(b)......................................................................     8.08 and 8.10
310(c)......................................................................     Not applicable
311(a) and (b)..............................................................     8.13
311(c)......................................................................     Not applicable
312(a)......................................................................     6.01 and 6.02(a)
312(b) and (c)..............................................................     6.02(b) and (c)
313(b)(1)...................................................................     Not applicable
313(b)(2)...................................................................     6.04(b)
313(c)......................................................................     6.04(c)
314(a)......................................................................     6.03
314(b)......................................................................     Not applicable
314(c)(1) and (2)...........................................................     17.05
314(c)(3)...................................................................     Not applicable
314(d)......................................................................     Not applicable
314(e)......................................................................     17.05
314(f)......................................................................     Not applicable
315(a), (c) and (d).........................................................     8.01 and 8.07
315(b)......................................................................     7.08
315(e)......................................................................     7.09
</TABLE>


                                      -I-
<PAGE>

<TABLE>
<S>                                                                              <C>
316(a)(1)...................................................................     7.01 and 7.07
316(a) last sentence........................................................     9.04
316(b)......................................................................     7.04
316(c)......................................................................     9.01
317(a)......................................................................     7.02
317(b)......................................................................     5.04(a)
318(a)......................................................................     17.07
</TABLE>

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

*NOTE: This reconciliation and tie-sheet shall not, for any purpose, be deemed
to be a part of the Indenture.


                                      -II-
<PAGE>

                  INDENTURE, dated as of January 15, 1993, by and between
SCHULER HOMES, INC., a Delaware corporation (hereinafter sometimes called the
"Company"), and BISHOP TRUST COMPANY, LIMITED, a corporation organized and
existing under the laws of the State of Hawaii (hereinafter sometimes called the
"Trustee")

                                   WITNESSETH:

                  WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the issue of its 6.5% Convertible Subordinated Debentures Due
2003 (hereinafter sometimes called the "Debentures"), in an aggregate principal
amount not to exceed $57,500,000 and, to provide the terms and conditions upon
which the Debentures are to be authenticated, issued and delivered, the Company
has duly authorized the execution and delivery of this Indenture; and

                  WHEREAS, the Debentures, the certificate of authentication to
be borne by the Debentures and a form of conversion notice are to be
substantially in the following forms, respectively:

                           [FORM OF FACE OF DEBENTURE]

No. ______                                                           $__________

                               SCHULER HOMES, INC.

                6.5% Convertible Subordinated Debenture Due 2003

                  SCHULER HOMES, INC., a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the "Company",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to ______________
______________________, or registered assigns, the principal sum of ________
Dollars on January 15, 2003 at the office or agency of the Company maintained
for that purpose in, at the Company's option, Honolulu, Hawaii or New York, New
York, in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and
to pay interest, semi-annually on January 15 and July 15 of each year,
commencing July 15, 1993, on said principal sum at said office or agency, in
like coin or currency, at the rate per annum specified in the title of this
Debenture, from the January 15 or July 15, as the case may be, next preceding
the date of this Debenture to which interest has been paid or duly provided for,
unless the date hereof is a date to which interest has been paid or duly
provided for, in which case from the date of this Debenture, or unless no
interest has been paid or duly provided for on the Debentures, in which case
from January 28, 1993, until payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if the date hereof is after any
December 15 or June 15, as the case may be, and before the following January 15
or July 15, this Debenture shall bear interest from such January 15 or July 15;
PROVIDED, HOWEVER, that if the Company shall default in the payment of interest
due on such January 15 or July 15, then this Debenture shall bear interest from
the next preceding January 15 or July 15 to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for on the
Debentures, from January 28, 1993. The interest so payable on any January 15 or
July 15 will be paid to the person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on the record
date, which shall be the January 1 or July 1 (whether


                                      -1-
<PAGE>

or not a business day) next preceding such January 15 or July 15, provided that
any such interest not punctually paid or duly provided for shall be payable as
provided in the Indenture. Interest may, at the option of the Company, be paid
by check mailed to the registered address of such person.

                  Reference is made to the further provisions of this Debenture
set forth on the reverse hereof, including, without limitation, provisions
subordinating the payment of principal of and premium, if any, and interest on
the Debentures to the prior payment in full of all Senior Indebtedness as
defined in the Indenture and provisions giving the holder of this Debenture the
right to convert this Debenture into Common Stock of the Company on the terms
and subject to the limitations referred to on the reverse hereof and as more
fully specified in the Indenture. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.

                  This Debenture shall be deemed to be a contract made under the
laws of the State of Delaware, and for all purposes shall be construed in
accordance with and governed by the laws of said State.

                  This Debenture shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been manually
signed by the Trustee under the Indenture.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

Dated:
                                              SCHULER HOMES, INC.



                                              By:
                                                 -------------------------------
                                                 James K. Schuler,
                                                 President
ATTEST:



-------------------------------
Secretary


                                      -2-
<PAGE>

   [FORM OF TRUSTEE'S OR AUTHENTICATING AGENT'S CERTIFICATE OF AUTHENTICATION]

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

   This is one of the Debentures described in the within-mentioned Indenture.

                                           BISHOP TRUST COMPANY, LIMITED, as
                                           Trustee



                                           By:
                                                --------------------------------
                                                      Authorized Officer


                         [FORM OF REVERSE OF DEBENTURE]

                               SCHULER HOMES, INC.

                6.5% Convertible Subordinated Debenture Due 2003

                  This Debenture is one of a duly authorized issue of Debentures
of the Company, designated as its 6.5% Convertible Subordinated Debentures Due
2003 (herein called the "Debentures"), limited to the aggregate principal amount
of $57,500,000 all issued or to be issued under and pursuant to an Indenture
dated as of January 15, 1993 (herein called the "Indenture"), between the
Company and Bishop Trust Company, Limited (herein called the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Debentures (herein sometimes called the "Debentureholders").

                  In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of and accrued interest on
all Debentures may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.

                  The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of a majority of the principal
amount of the Debentures at the time outstanding, evidenced as in the Indenture
provided, to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the
holders of the Debentures; PROVIDED, HOWEVER, that no such supplemental
indenture shall (i) extend the fixed maturity of any Debenture, or reduce the
rate or extend the time of payment of interest thereon, or reduce the principal
amount thereof or premium, if any, thereon, or reduce any amount payable on
redemption thereof, or impair or affect the right of any Debentureholder to
institute suit for the payment thereof, or make the principal thereof or
interest or premium, if any, thereon payable in any coin or currency other than
that provided in the Debentures, or modify the provisions of the Indenture with
respect to the subordination of the Debentures in a manner adverse to the
Debentureholders, or


                                      -3-
<PAGE>

impair the right to convert the Debentures into Common Stock subject to the
terms set forth in the Indenture, including Section 15.06, without the consent
of the holder of each Debenture so affected or (ii) reduce the aforesaid
percentage of Debentures, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of all
Debentures then outstanding. It is also provided in the Indenture that, prior to
any declaration accelerating the maturity of the Debentures, the holders of a
majority in aggregate principal amount of the Debentures at the time outstanding
may on behalf of the holders of all of the Debentures waive any past default or
Event of Default under the Indenture and its consequences except (i) a default
in the payment of interest or premium, if any, on or the principal of, any of
the Debentures, (ii) a failure by the Company or to convert any Debentures into
Common Stock of the Company or (iii) a default in respect of a covenant or
provision hereof which under Article Eleven cannot be modified or amended
without the consent of the holders of all Debentures then outstanding. Any such
consent or waiver by the holder of this Debenture (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such holder and upon all
future holders and owners of this Debenture and any Debentures which may be
issued in exchange or substitution therefor, irrespective of whether or not any
notation thereof is made upon this Debenture or such other Debentures.

                  The indebtedness evidenced by the Debentures is, to the extent
and in the manner provided in the Indenture, expressly subordinate and subject
in right of payment to the prior payment in full of all Senior Indebtedness of
the Company, as defined in the Indenture, whether outstanding at the date of the
Indenture or thereafter incurred, and this Debenture is issued subject to the
provisions of the Indenture with respect to such subordination. Each holder of
this Debenture, by accepting the same, agrees to and shall be bound by such
provisions and authorizes the Trustee on his behalf to take such action as may
be necessary or appropriate to effectuate the subordination so provided and
appoints the Trustee his attorney in fact for such purpose.

                  No reference herein to the Indenture and no provision of this
Debenture or the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and
interest on this Debenture at the place, at the respective times, at the rate
and in the coin or currency herein prescribed.

                  Interest on the Debentures shall be computed on the basis of a
year of twelve 30-day months.

                  The Debentures are issuable in registered form without coupons
in denominations of $1,000 and any multiple of $1,000. At the office or agency
of the Company referred to on the face hereof, and in the manner and subject to
the limitations provided in the Indenture, but without payment of any service
charge, Debentures may be exchanged for a like aggregate principal amount of
Debentures or other authorized denominations.

                  The Debentures may be redeemed at the option of the Company as
a whole, or from time to time in part, on any Business Day prior to maturity on
or after January 15, 1996, upon mailing a notice of such redemption not less
than thirty nor more than sixty days before the date fixed for redemption to the
holders of Debentures at their last registered addresses, all as provided in the
Indenture, at the following optional redemption prices (expressed as percentages
of the principal amount), together in each case with accrued interest to the
date fixed for redemption:


                                      -4-
<PAGE>

If redeemed during the twelve-month period beginning January 15:
<TABLE>
<CAPTION>
   YEAR                       PERCENTAGE                      YEAR                      PERCENTAGE
   ----                       ----------                      ----                      ----------
<S>                           <C>                             <C>                       <C>
   1996                         103.5%                        2000                        101.5%
   1997                         103.0                         2001                        101.0
   1998                         102.5                         2002                        100.5
   1999                         102.0                  2003 and thereafter                100.0
</TABLE>

PROVIDED, that if the date fixed for redemption is a January 15 or July 15, then
the interest payable on such date shall be paid to the holder of record on the
next preceding January 1 or July 1, respectively.

                  Subject to the provisions of the Indenture, the holder hereof
has the right, at his option, at any time on or before the close of business on
January 15, 2003, or, as to all or any portion hereof called for redemption
during such period, the close of business on the date fixed for redemption
(unless the Company shall default in payment due upon redemption thereof), to
convert the principal hereof or any portion of such principal which is $1,000 or
a multiple thereof, into that number of shares of the Company's Common Stock, as
said shares shall be constituted at the date of conversion, obtained by dividing
the principal amount of this Debenture or portion thereof to be converted by the
conversion price of $21.83 or such conversion price as adjusted from time to
time as provided in the Indenture, upon surrender of this Debenture, together
with a conversion notice as provided in the Indenture, to the Company at the
office or agency of the Company maintained for that purpose in, at the option of
the Company, Honolulu, Hawaii or New York, New York, and, unless the shares
issuable on conversion are to be issued in the same name as this Debenture, duly
endorsed by, or accompanied by instruments of transfer in form satisfactory to
the Company duly executed by, the holder or by his duly authorized attorney. No
adjustments in respect of interest or dividends will be made upon any
conversion; PROVIDED, HOWEVER, that if this Debenture shall be surrendered for
conversion during the period from the close of business on any record date for
the payment of interest to the opening of business on the following interest
payment date, this Debenture (unless it or the portion being converted shall
have been called for redemption on a date in such period) must be accompanied by
an amount, in funds acceptable to the Company, equal to the interest payable on
such interest payment date on the principal amount being converted. No
fractional shares will be issued upon any conversion, but an adjustment in cash
will be made, as provided in the Indenture, in respect of any fraction of a
share which would otherwise be issuable upon the surrender of any Debenture of
Debentures for conversion. A holder of Debentures is not entitled to any rights
of a holder of Common Stock until such holder has converted his Debentures to
Common Stock, and only to the extent such Debentures are deemed to have been
converted to Common Stock under the Indenture.

                  Any Debentures called for redemption, unless surrendered for
conversion on or before the close of business on the date fixed for redemption,
may be deemed to be purchased from the holder of such Debentures at an amount
equal to the applicable redemption price, together with accrued interest to the
date fixed for redemption, by one or more investment bankers or other purchasers
who may agree with the Company to purchase such Debentures from the holders
thereof and convert them into Common Stock of the Company and to make payment
for such Debentures as aforesaid to the Trustee in trust for such holders.


                                      -5-
<PAGE>

                  The Indenture provides that if a Risk Event (as defined
therein) occurs, each holder of Debentures shall have the right, in accordance
with the provisions of the Indenture, to require the Company to repurchase all
of such holder's Debentures, or any portion thereof that is an integral multiple
of $1,000, for cash at a price equal to 100% of the principal amount of such
Debentures to be repurchased together with accrued interest to the Repurchase
Date. The Company may, at its option, in lieu of paying the Repurchase Price in
cash, pay the Repurchase Price in Common Stock valued at 95% of the average of
the closing prices of the Common Stock for the five trading days ending on the
third trading preceding the Repurchase Date; provided that payment may not be
made in Common Stock unless such stock is listed on a national securities
exchange or quoted on the NASDAQ National Market System at the time of payment.

                  Upon due presentment for registration of transfer of this
Debenture at the office or agency of the Company in, at the option of the
Company, Honolulu, Hawaii or New York, New York, a new Debenture or Debentures
of authorized denominations for an equal aggregate principal amount will be
issued to the transferee in exchange herefor, subject to the limitations
provided in the Indenture, without charge except for any tax or other
governmental charge imposed in connection therewith.

                  The Company, the Trustee, any paying agent, any conversion
agent and any Debenture registrar may deem and treat the registered holder
hereof as the absolute owner of this Debenture (whether or not this Debenture
shall be overdue and notwithstanding any notation of ownership or other writing
hereon made by anyone other than the Company or any Debenture registrar), for
the purpose of receiving payment hereof, or on account hereof, for the
conversion hereof and for all other purposes, and neither the Company nor the
Trustee nor any other paying agent nor any other conversion agent nor any
Debenture registrar shall be affected by any notice to the contrary. All
payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, satisfy and discharge liability for monies
payable on this Debenture.

                  No recourse for the payment of the principal of or any premium
or interest on this Debenture, or for any claim based hereon or otherwise in
respect hereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Debenture, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

                  Terms used in this Debenture and defined in the Indenture are
used herein as therein defined.


                                      -6-
<PAGE>

                                  ABBREVIATIONS


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

TEN COM - as tenants in common             UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties     __________________________  Custodian
                                                       (Cust)
JT TEN -  as joint tenants with right of   __________________________  under
          survivorship and not as tenants              (Minor)
          in common
                                           Uniform Gifts to Minors
                                           Act ________________________________
                                                       (State)

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


                                      -7-
<PAGE>

                           [FORM OF CONVERSION NOTICE]

                                CONVERSION NOTICE

To:  Schuler Homes, Inc.

                  The undersigned registered owner of this Debenture hereby
irrevocably exercises the option to convert this Debenture, or the portion
hereof (which is $1,000 or a multiple thereof) below designated, into shares of
Common Stock of Schuler Homes, Inc. in accordance with the terms of the
Indenture referred to in this Debenture, and directs that the shares issuable
and deliverable upon the conversion, together with any check in payment for
fractional shares and any Debentures representing any unconverted principal
amount hereof be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If shares or any portion of this
Debenture not converted are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable with respect
thereto. Any amount required to be paid by the undersigned on account of
interest accompanies this Debenture.

Dated:

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


                                             -----------------------------------
                                                        Signature(s)


Signature(s) must be guaranteed by a
commercial bank or trust company or a
member firm of a major stock exchange
if shares of Common Stock are to be
delivered, or Debentures to be issued,
other than to and in the name of the
registered holder.



-----------------------------------
Signature Guarantee


                                      -8-
<PAGE>

Fill in for registration of shares if to be
delivered, and Debentures if to be issued
other than to and in the name of the
registered holder:



-----------------------------------
(Name)



-----------------------------------
(Street Address)



-----------------------------------
(City, State and zip code)

Please print name and address
                                             Principal amount to be converted
                                                    (if less than all):
                                                         $____,000


                                              ---------------------------------
                                              Social Security or other Taxpayer
                                                    Identification Number


                                      -9-
<PAGE>

                              [FORM OF ASSIGNMENT]


                  For value received, ____________ hereby sell(s), assigns) and
transfer(s) unto ________________ (please insert social security or other
identifying number of assignee) the within Debenture and hereby irrevocably
constitutes and appoints _____________________ attorney to transfer the said
Debenture on the books of the Company, with full power of substitution in the
premises.

Dated:



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

Signature(s)


Signatures) must be guaranteed by a
commercial bank or trust company or
a member firm of a major stock exchange.



-------------------------------------
Signature Guarantee

NOTICE: The signature on the conversion notice or the assignment must correspond
with the name as written upon the face of the Debenture in every particular
without alteration or enlargement or any change whatever.


                                      -10-
<PAGE>

                  AND WHEREAS, all acts and things necessary to make the
Debentures, when executed by the Company and authenticated and delivered by the
Trustee, as in this Indenture provided, the valid, binding and legal obligations
of the Company, and to constitute these presents a valid agreement according to
its terms, have been done and performed, and the execution of this Indenture and
the issue hereunder of the Debentures have in all respects been duly authorized;

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  That in order to declare the terms and conditions upon which
the Debentures are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the
Debentures by the holders thereof, the Company covenants and agrees with the
Trustee for the equal and proportionate benefit of the respective holders from
time to time of the Debentures (except as otherwise provided below), as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

                  SECTION 1.01. DEFINITIONS. The terms defined in this Section
1.01 (except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section
1.01. All other terms used in this Indenture which are defined in the Trust
Indenture Act of 1939, as amended, or which are by reference therein defined in
the Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act as
in force at the date of the execution of this Indenture. The words "herein,"
"hereof and "hereunder," and words of similar import, refer to this Indenture as
a whole and not to any particular Article, Section or other Subdivision. The
terms defined in this Article include the plural as well as the singular.

                  BOARD OF DIRECTORS: The term "Board of Directors" shall mean
the Board of Directors of the Company or a duly authorized committee of such
Board.

                  BUSINESS DAY: The term "Business Day" shall mean a day on
which the Trustee and banks located in Honolulu, Hawaii and New York, New York
are open for the purpose of conducting business.

                  COMMON STOCK: The term "Common Stock" shall mean any stock of
any class of the Company which has no preference in respect of dividends or of
amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which is not subject to redemption
by the Company. Subject to the provisions of Section 15.06, however, shares
issuable on conversion of Debentures shall include only shares of the class
designated as Common Stock of the Company at the date of this Indenture or
shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or involuntary liquidation,
dissolution or winding-up of the Company and which are not subject to redemption
by the Company; PROVIDED that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable shall be
substantially in the proportion which the total number of


                                      -11-
<PAGE>

shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

                  COMPANY: The term "Company" shall mean Schuler Homes, Inc., a
Delaware corporation, and, subject to the provisions of Article Twelve, shall
include its successors and assigns.

                  CONVERSION PRICE: The term "conversion price" shall have the
meaning specified in Section 15.04.

                  CORPORATE TRUST OFFICE OF THE TRUSTEE: The term "Corporate
Trust Office of the Trustee," or other similar term, shall mean the office of
the Trustee at which at any particular time its corporate trust business shall
be principally administered, which office is, at the date as of which this
Indenture is dated, located at 111 South King Street, Honolulu, Hawaii 96813
(Attention: Corporate Trust Manager).

                  DEBENTURE OR DEBENTURES; OUTSTANDING: The terms "Debenture" or
"Debentures" shall mean any Debenture or Debentures, as the case may be,
authenticated and delivered under this Indenture.

                  The term "outstanding" (except as otherwise provided in
Section 8.08), when used with reference to Debentures, shall, subject to the
provisions of Section 9.04, mean, as of any particular time, all Debentures
authenticated and delivered by the Trustee under this Indenture, except:

                           (a) Debentures theretofore cancelled by the Trustee
         or delivered to the Trustee for cancellation;

                           (b) Debentures, or portions thereof, for the payment
         or redemption of which monies in the necessary amount shall have been
         deposited in trust with the Trustee or with any paying agent (other
         than the Company) or shall have been set aside and segregated in trust
         by the Company (if the Company shall act as its own paying agent);
         PROVIDED that if such Debentures are to be redeemed prior to the
         maturity thereof notice of such redemption shall have been given as in
         Article Three provided, or provision satisfactory to the Trustee shall
         have been made for giving such notice;

                           (c) Debentures in lieu of or in substitution for
         which other Debentures shall have been authenticated and delivered
         pursuant to the terms of Section 2.06 unless proof satisfactory to the
         Trustee is presented that any such Debentures are held by bona fide
         holders in due course; and

                           (d) Debentures converted into Common Stock pursuant
         to Article Fifteen hereof and Debentures not deemed outstanding
         pursuant to Section 3.02.

                  DEBENTUREHOLDER: The terms "Debentureholder" or "holder of
Debentures," or other similar terms, shall mean any person in whose name at the
time a particular Debenture is registered on the books of the Company kept for
that purpose in accordance with the terms hereof.


                                      -12-
<PAGE>

                  DEFAULT: The term "Default" shall mean any of the events
specified in clauses (a), (b), (c), (d) and (e) of Section 7.01, not including
periods of grace, if any, or the giving of notice, or both, provided for
therein.

                  EVENT OF DEFAULT: The term "Event of Default" shall mean any
event specified in Section 7.01, continued for the period of time, if any, and
after the giving of the notice, if any, therein designated.

                  INDENTURE: The term "Indenture" shall mean this instrument as
originally executed or, if amended or supplemented as herein provided, as so
amended or supplemented.

                  OFFICERS' CERTIFICATE: The term "Officers' Certificate," when
used with respect to the Company, shall mean a certificate signed by the
Chairman of the Board of Directors, the President, the Chief Executive Officer
or any Vice President and by the Treasurer or any Assistant Treasurer, Secretary
or any Assistant Secretary or Controller of the Company. Each such certificate
shall include the statements provided for in Section 17.05 if and to the extent
required by the provisions of such Section.

                  OPINION OF COUNSEL: The term "Opinion of Counsel" shall mean
an opinion in writing signed by legal counsel, who may be an employee of or
counsel to the Company, which counsel shall be acceptable to the Trustee. Each
such opinion shall include the statements provided for in Section 17.05 if and
to the extent required by the provisions of such Section.

                  PERSON: The term "Person" shall mean a corporation, an
association, a partnership, an organization, an individual, a government or a
political subdivision thereof or a governmental agency.

                  PREDECESSOR DEBENTURE: The term "Predecessor Debenture" of any
particular Debenture shall mean every previous Debenture evidencing all or a
portion of the same debt as that evidenced by such particular Debenture; and,
for the purposes of this definition, any Debenture authenticated and delivered
under Section 2.06 in lieu of a lost, destroyed or stolen Debenture shall be
deemed to evidence the same debt as the lost, destroyed or stolen Debenture.

                  RESPONSIBLE OFFICER: The term "Responsible Officer," when used
with respect to the Trustee, shall mean an officer of the Trustee assigned to
the Corporate Trust Office of the Trustee, including any Vice President, any
Assistant Vice President, any Trust Officer or any other officer performing
functions similar to those performed by the persons who at the time shall be
such officers and any other officer of the Trustee to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

                  RISK EVENT: The term "Risk Event" shall have the meaning
specified in Section 16.03(d).

                  SENIOR INDEBTEDNESS: The term "Senior Indebtedness" shall mean
the principal of, premium, if any, and interest on, and any other payment due
pursuant to the terms of an instrument (including, without limitation, fees,
expenses, collection expenses (including attorneys' fees), interest yield
amounts, post-petition interest and taxes) creating, securing or evidencing any
of the following, whether outstanding at the date hereof or hereafter incurred
or created:


                                      -13-
<PAGE>

                           (a) all indebtedness of the Company for money
         borrowed or constituting reimbursement obligations with respect to
         letters of credit (including, but not limited to, any indebtedness
         secured by a mortgage, conditional sales contract or other lien which
         is (i) given to secure all or part of the purchase price of property,
         subject thereto, whether given to the vendor of such property or to
         another or (ii) existing on property at the time of acquisition
         thereof);

                           (b) all indebtedness of the Company evidenced by
         notes, debentures, bonds or other securities sold by the Company for
         money;

                           (c) all lease obligations of the Company which are
         capitalized on the books of the Company in accordance with generally
         accepted accounting principles;

                           (d) any indebtedness or other obligations of the
         Company with respect to interest rate and currency swap agreements,
         cap, floor and collar agreements, currency spot and forward contracts
         and other similar agreements and arrangements designed to protect
         against fluctuations in currency exchange or interest rates;

                           (e) all indebtedness of others of the kinds described
         in either of the preceding clauses (a), (b) or (d) and all lease
         obligations of others of the kind described in the preceding clause (c)
         assumed by or guaranteed in any manner by the Company or in effect
         guaranteed by the Company through an agreement to purchase, contingent
         or otherwise; and

                           (f) all renewals, deferrals, increases, extensions or
         refundings of and modifications to indebtedness of the kinds described
         in any of the preceding clauses (a), (b), (d) and (e) and all renewals
         or extensions of lease obligations of the kinds described in either of
         the preceding clauses (c) and (d);

unless, in the case of any particular indebtedness, lease, renewal, extension or
refunding, the instrument or lease creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such indebtedness,
lease, renewal, extension, deferral, increase, modification or refunding is not
superior in right of payment to the Debentures or is expressly subordinate by
its terms in right of payment to all other indebtedness of the Company
(including the Debentures); PROVIDED, HOWEVER, that notwithstanding anything
herein to the contrary, that certain note payable to James K. Schuler in the
original principal amount of $8,696,000 (the "Schuler Note") shall not be
included in Senior Indebtedness; PROVIDED, FURTHER, HOWEVER, that the Schuler
Note, including any renewals, deferrals, increases, extensions or refundings of
and modifications thereto, shall be deemed subordinate and expressly junior in
right of payment to the indebtedness evidenced by these Debentures.

                  SUBSIDIARY: The term "Subsidiary" shall mean a corporation
more than 50 % of the outstanding voting stock of which is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition,
"voting stock" means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.


                                      -14-
<PAGE>

                  TRADING DAY: The term "Trading Day" shall mean each Monday,
Tuesday, Wednesday, Thursday and Friday, other than any day on which securities
are not traded on the applicable securities exchange or in the applicable
securities market.

                  TRUST INDENTURE ACT OF 1939: The term "Trust Indenture Act of
1939" shall mean the Trust Indenture Act of 1939, as amended, as it was in force
at the date of execution of this Indenture, except as provided in Sections 11.03
and 15.06.

                  TRUSTEE: The term "Trustee" shall mean Bishop Trust Company,
Limited, a corporation organized and existing under the laws of the State of
Hawaii, and its successors and any corporation resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee at the time serving as successor trustee hereunder.

                                   ARTICLE TWO

                   ISSUE, DESCRIPTION, EXECUTION, REGISTRATION
                           AND EXCHANGE OF DEBENTURES

                  SECTION 2.01. DESIGNATION, AMOUNT AND ISSUE OF DEBENTURES. The
Debentures shall be designated as "6.5% Convertible Subordinated Debentures Due
2003." Debentures not to exceed the aggregate principal amount of $57,500,000
upon the execution of this Indenture, or from time to time thereafter, may be
executed by the Company and delivered to the Trustee for authentication, and the
Trustee shall thereupon authenticate and deliver said Debentures to or upon the
written order of the Company in the form of a Board Resolution and Officers'
Certificate, without any further action by the Company hereunder.

                  SECTION 2.02. FORM OF DEBENTURES. The Debentures and the
Trustee's certificate of authentication to be borne by the Debentures shall be
substantially in the form as in this Indenture above recited. Any of the
Debentures may have imprinted thereon such legends or endorsements as the
officers executing the same may approve (execution thereof to be conclusive
evidence of such approval) and as are not inconsistent with the provisions of
this Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any Stock
exchange or market on which the Debentures may be listed, or to conform to
usage.

                  SECTION 2.03. DATE AND DENOMINATION OF DEBENTURES; PAYMENTS OF
INTEREST. The Debentures shall be issuable in registered form without coupons in
denominations of $1,000 and any multiple of $1,000. Every Debenture shall be
dated the date of its authentication, shall bear interest from the applicable
date and shall be payable on the dates specified on the face of the form of
Debenture recited above.

                  The person in whose name any Debenture (or its Predecessor
Debenture) is registered at the close of business on any record date with
respect to any interest payment date shall be entitled to receive the interest
payable on such interest payment date notwithstanding the cancellation of such
Debenture upon any transfer or exchange subsequent to the record date and prior
to such interest payment date. Interest may, at the option of the Company, be
paid by check mailed to the address of such person on the registry kept for such
purposes. The term "record


                                      -15-
<PAGE>

date" with respect to any interest payment date shall mean the January 1 or July
1 preceding said January 15 or July 15.

                  Interest on the Debentures shall be computed on the basis of a
year of twelve 30-day months.

                  Any interest on any Debenture which is payable, but is not
punctually paid or duly provided for, on any said January 15 or July 15 (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
Debentureholder on the relevant record date by virtue of his having been such
Debentureholder; and such Defaulted Interest shall be paid by the Company, at
its election in each case, as provided in clause (1),or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Debentures (or their respective
Predecessor Debentures) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each Debenture and the date
of the proposed payment (which shall be not less than 25 days after the receipt
by the Trustee of such notice, unless the Trustee shall consent to an earlier
date), and at the same time the Company shall deposit with the Trustee an amount
of money equal to the aggregate amount proposed to be paid in receipt of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
special record date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall promptly notify the
Company of such special record date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the special record date therefor to be mailed, first-class postage prepaid
to each Debentureholder at his address as it appears in the Debenture register,
not less than 10 days prior to such special record date. Notice of the proposed
payment of such Defaulted Interest and the special record date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Debentures (or their respective Predecessor Debentures) were
registered at the close of business on such special record date and shall no
longer be payable pursuant to the following clause (2).

                  (2) The Company may make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of any securities
exchange or market on which the Debentures may be listed, and upon such notice
as may be required by such exchange or market, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.

                  SECTION 2.04. EXECUTION OF DEBENTURES. The Debentures shall be
signed in the name and on behalf of the Company by the facsimile signature of
its Chairman of the Board of Directors, its President, its Chief Executive
Officer or any of its Vice Presidents and attested by the facsimile signature of
its Secretary or any of its Assistant Secretaries (which may be printed,
engraved or otherwise reproduced thereon, by facsimile or otherwise). Only such
Debentures as shall bear thereon a certificate of authentication substantially
in the form hereinbefore recited, manually executed by the Trustee, shall be
entitled to the benefits of this Indenture or be valid or


                                      -16-
<PAGE>

obligatory for any purpose. Such certificate by the Trustee upon any Debenture
executed by the Company shall be conclusive evidence that the Debenture so
authenticated has been duly authenticated and delivered hereunder and that the
holder is entitled to the benefits of this Indenture.

                  In case any officer of the Company who shall have signed any
of the Debentures shall cease to be such officer before the Debentures so signed
shall have been authenticated and delivered by the Trustee, or disposed of by
the Company, such Debentures nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Debentures had not ceased to be
such officer of the Company; and any Debenture may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such
Debenture, shall be the proper officers of the Company, although at the date of
the execution of this Indenture any such person was not such an officer.

                  SECTION 2.05. EXCHANGE AND REGISTRATION OF TRANSFER OF
DEBENTURES. Debentures may be exchanged for a like aggregate principal amount of
Debentures of other authorized denominations. Debentures to be exchanged shall
be surrendered at any office or agency to be maintained by the Company pursuant
to Section 5.02 and the Company shall execute and register and the Trustee shall
authenticate and deliver in exchange therefor the Debenture or Debentures which
the Debentureholder making the exchange shall be entitled to receive, bearing
registration numbers not contemporaneously outstanding.

                  The Company shall keep at its principal office, or shall cause
to be kept, at one of the offices or agencies maintained pursuant to Section
5.02, a register in which, subject to such reasonable regulations as it may
prescribe. Debentures shall be registered and the transfer of Debentures shall
be registered as in this Article Two provided. Such register shall be in written
form or in any other form capable of being converted into written form within a
reasonable time. At all reasonable times such register shall be open for
inspection by the Trustee. Upon due presentment for registration of transfer of
any Debenture at any office or agency maintained by the Company pursuant to
Section 5.02, the Company shall execute and register and the Trustee or an
authenticating agent appointed by the Trustee shall authenticate and deliver in
the name of the transferee or transferees a new Debenture or Debentures for an
equal aggregate principal amount.

                  All Debentures presented for registration of transfer or for
exchange, redemption, conversion or payment shall (if so required by the Company
or the Trustee) be duly endorsed by, or be accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company and the Trustee
duly executed by, the holder or his attorney duly authorized in writing.

                  No service charge shall be charged to the Debentureholder for
any exchange or registration of transfer of Debentures, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.

                  Neither the Company nor the Trustee shall be required to
exchange or register a transfer of (a) any Debentures for a period of 15 days
next preceding any selection of Debentures to be redeemed or (b) any Debentures
or portions thereof selected or called for redemption or (c) any Debentures or
portion thereof surrendered for conversion.


                                      -17-
<PAGE>

                  All Debentures issued upon any transfer or exchange of
Debentures shall be valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture as the Debentures
surrendered upon such exchange or transfer.

                  SECTION 2.06. MUTILATED, DESTROYED, LOST OR STOLEN DEBENTURES.
In case any temporary or definitive Debenture shall become mutilated or be
destroyed, lost or stolen, the Company in its discretion may execute, and upon
its request the Trustee or an authenticating agent appointed by the Trustee
shall authenticate and deliver, a new Debenture, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Debenture, or in lieu of and in substitution for the Debenture so destroyed,
lost or stolen. In every case the applicant for a substituted Debenture shall
furnish to the Company and to the Trustee such security or indemnity as may be
required by them to save each of them harmless for any loss, liability, cost or
expense caused by or connected with such substitution, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
to the Trustee evidence to their satisfaction of the destruction, loss or theft
of such Debenture and of the ownership thereof.

                  The Trustee or such authenticating agent may authenticate any
such substituted Debenture and deliver the same upon the receipt of such
security or indemnity as the Trustee and the Company may require. Upon the
issuance of any substituted Debenture, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses connected therewith. In case any
Debenture which has matured or is about to mature or has been called for
redemption or is about to be converted into Common Stock shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Debenture, pay or authorize the payment of or convert or authorize
the conversion of the same (without surrender thereof except in the case of a
mutilated Debenture) if the applicant for such payment or conversion shall
furnish to the Company and to the Trustee such security or indemnity as may be
required by them to save each of them harmless for any loss, liability, cost or
expense caused by or connected with such substitution, and, in case of
destruction, loss or theft, evidence satisfactory to the Company and the Trustee
of the destruction, loss or theft of such Debenture and of the ownership
thereof.

                  Every substituted Debenture issued pursuant to the provisions
of this Section 2.06 by virtue of the fact that any Debenture is destroyed, lost
or stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Debenture shall be found at any
time, and shall be entitled to all the benefits of (but shall be subject to all
the limitations set forth in) this Indenture equally and proportionately with
any and all other Debentures duly issued hereunder. To the extent permitted by
law, all Debentures shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment or
conversion of mutilated, destroyed, lost or stolen Debentures and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment
or conversion of negotiable instruments or other securities without their
surrender.

                  SECTION 2.07. TEMPORARY DEBENTURES. Pending the preparation of
definitive Debentures, the Company may execute and the Trustee or an
authenticating agent appointed by the Trustee shall authenticate and deliver
temporary Debentures (printed or lithographed). Temporary Debentures shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Debentures but with such omissions, insertions and


                                      -18-
<PAGE>

variations as may be appropriate for temporary Debentures, all as may be
determined by the Company. Every such temporary Debenture shall be executed by
the Company and authenticated by the Trustee or such authenticating agent upon
the same conditions and in substantially the same manner, and with the same
effect, as the definitive Debentures. Without unreasonable delay the Company
will execute and deliver to the Trustee or such authenticating agent definitive
Debentures and thereupon any or all temporary Debentures may be surrendered in
exchange therefor, at each office or agency maintained by the Company pursuant
to Section 5.02 and the Trustee or such authenticating agent shall authenticate
and deliver in exchange for such temporary Debentures an equal aggregate
principal amount of definitive Debentures. Such exchange shall be made by the
Company at its own expense and without any charge therefor. Until so exchanged,
the temporary Debentures shall in all respects be entitled to the same benefits
and subject to the same limitations under this Indenture as definitive
Debentures authenticated and delivered hereunder.

                  SECTION 2.08. CANCELLATION OF DEBENTURES PAID, ETC. All
Debentures surrendered for the purpose of payment, redemption, conversion,
exchange or registration of transfer, shall, if surrendered to the Company or
any paying agent or any Debenture registrar or any conversion agent, be
surrendered to the Trustee and promptly cancelled by it, or, if surrendered to
the Trustee, shall be promptly cancelled by it, and no Debentures shall be
issued in lieu thereof except as expressly permitted by any of the provisions of
this Indenture. The Trustee shall destroy cancelled Debentures (unless the
Company directs it to do otherwise) and shall deliver a certificate of such
destruction to the Company. If the Company shall acquire any of the Debentures,
such acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee for cancellation.

                                  ARTICLE THREE

                            REDEMPTION OF DEBENTURES

                  SECTION 3.01. REDEMPTION PRICES. The Company may, at its
option, redeem all or from time to time arty part of the Debentures on any
Business Day prior to maturity on or after January 15, 1996, upon notice as set
forth in Section 3.02, and at the optional redemption prices set forth in the
form of Debenture hereinabove recited, together with accrued interest to the
date fixed for redemption.

                  SECTION 3.02. NOTICE OF REDEMPTION; SELECTION OF DEBENTURES.
In case the Company shall desire to exercise the right to redeem all or, as the
case may be, any part of the Debentures pursuant to Section 3.01, it shall fix a
date for redemption and, in the case of any such redemption, it or, at its
request, the Trustee in the name of and at the expense of the Company, shall
mail or cause to be mailed a notice of such redemption at least 30 and not more
than 60 days prior to the date fixed for redemption to the holders of Debentures
so to be redeemed as a whole or in part at their last addresses as the same
appear on the registry books of the Company. Such mailing shall be by first
class mail. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the holder of any Debenture designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debenture.


                                      -19-
<PAGE>

                  Each such notice of redemption shall specify the principal
amount of each Debenture to be redeemed, the date faced for redemption, the
redemption price at which Debentures are to be redeemed, the place or places of
payment, that payment will be made upon presentation and surrender of such
Debentures, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on the portions thereof to be redeemed will cease to accrue. Such notice shall
also state the current conversion price and the date on which the right to
convert such Debentures or portions thereof into Common Stock will expire. If
fewer than all the Debentures are to be redeemed, the notice of redemption shall
identify the Debentures to be redeemed. In case any Debenture is to be redeemed
in part only, the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the date fixed
for redemption, upon surrender of such Debenture, a new Debenture or Debentures
in principal amount equal to the unredeemed portion thereof will be issued.

                  On or prior to the redemption date specified in the notice of
redemption given as provided in this Section, the Company will deposit with the
Trustee or with one or more paying agents (or, if the Company is acting as its
own paying agent, set aside, segregate and hold in trust as provided in Section
5.04) an amount of money sufficient to redeem on the redemption date all the
Debentures so called for redemption (other than those theretofore surrendered
for conversion into Common Stock) at the appropriate redemption price, together
with accrued interest to the date fixed for redemption. If any Debenture called
for redemption is converted pursuant hereto, any money deposited with the
Trustee or any paying agent or so segregated and held in trust for the
redemption of such Debenture shall be paid to the Company upon its request, or,
if then held by the Company shall be discharged from such trust. If fewer than
all the Debentures are to be redeemed, the Company will give the Trustee written
notice in the form of an Officers' Certificate not fewer than 45 days prior to
the redemption date as to the aggregate principal amount of Debentures to be
redeemed.

                  If fewer than all the Debentures are to he redeemed, the
Trustee shall select, by lot, the Debentures or portions thereof (in multiples
of $1,000) to be redeemed. If any Debenture selected for partial redemption is
converted in part after such selection, the converted portion of such Debenture
shall be deemed (so far as may be) to be the portion to be selected for
redemption. The Debentures (or portions thereof) so selected shall be deemed
duly selected for redemption for all purposes hereof, notwithstanding that any
such Debenture is converted as a whole or in part before the mailing or the
notice of redemption.

                  Upon any redemption of less than all Debentures, the Company
and the Trustee may treat as outstanding any Debentures surrendered for
conversion during the period of 15 days next preceding the mailing of a notice
of redemption and need not treat as outstanding any Debenture authenticated and
delivered during such period in exchange for the unconverted portion of any
Debenture converted in part during such period.

                  SECTION 3.03. PAYMENT OF DEBENTURES CALLED FOR REDEMPTION. If
notice of redemption has been given as above provided, the Debentures or
portions of Debentures with respect to which such notice has been given shall,
unless theretofore converted into Common Stock pursuant to the terms hereof,
become due and payable on the date and at the place or places stated in such
notice at the applicable redemption price, together with interest accrued to the
date fixed for redemption, and on and after said date (unless the Company shall
default in the payment of such


                                      -20-
<PAGE>

Debentures at the redemption price, together with interest accrued to said date)
interest on the Debentures or portions of Debentures so called for redemption
shall cease to accrue and such Debentures shall cease after the date fixed for
redemption to be convertible into Common Stock and, except as provided in
Sections 8.05 and 13.04, to be entitled to any benefit or security under this
Indenture, and the holders thereof shall have no right in respect of such
Debentures except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender of such
Debentures at a place of payment in said notice specified, the said Debentures
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable redemption price, together with interest accrued thereon to the
date fixed for redemption; PROVIDED, that any semi-annual payment of interest
becoming due on a date fixed for redemption which is a regular interest payment
date shall be payable to the holders of such Debentures registered as such on
the relevant record date subject to the terms and provisions of Section 2.03
hereof.

                  Upon presentation of any Debenture redeemed in part only, the
Company shall execute and the Trustee shall authenticate and deliver to the
holder thereof, at the expense of the Company, a new Debenture or Debentures, of
authorized denominations, in principal amount equal to the unredeemed portion of
the Debentures so presented.

                  Notwithstanding the foregoing, the Trustee shall not redeem
any Debentures or mail any notice of optional redemption during the continuance
of a default in payment of interest or premium on the Debentures or of any Event
of Default. If any Debenture called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and premium, if any, shall,
until paid or duly provided for, bear interest from the date fixed for
redemption at the rate borne by the Debenture and such Debenture shall remain
convertible into Common Stock until the principal and premium, if any, shall
have been paid or duly provided for.

                  SECTION 3.04. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.
In connection with any redemption of Debentures, the Company may arrange for the
purchase and conversion of any Debentures by an agreement with one or more
investment bankers or other purchasers to purchase such Debentures by paying to
the Trustee in trust for the Debentureholders, on or before the close of
business on the date fixed for redemption, an amount not less than the
applicable redemption price, together with interest accrued to the date fixed
for redemption, of such Debentures. Notwithstanding anything to the contrary
contained in this Article Three, the obligation of the Company to pay the
redemption price of such Debentures, together with interest accrued to the date
fixed for redemption, shall be deemed to be satisfied and discharged to the
extent such amount is so paid by such purchasers. If such an agreement is
entered into, a copy of which will be filed with the Trustee prior to the date
fixed for redemption, any Debentures not duly surrendered for conversion by the
holders thereof may, at the option of the Company, be deemed, to the fullest
extent permitted by law, acquired by such purchasers from such holders and
(notwithstanding anything to the contrary contained in Article Fifteen hereof)
surrendered by such purchasers for conversion, alt as of immediately prior to
the close of business on the date fixed for redemption, subject to payment of
the above amount as aforesaid. At the direction of the Company, the Trustee
shall hold and dispose of any such amount paid to it in the same manner as it
would monies deposited with it by the Company for the redemption of Debentures.
Without the Trustee's prior written consent, no arrangement between the Company
and such purchasers for the purchase and conversion of any Debentures shall
increase or otherwise affect any of the powers, duties, responsibilities or
obligations of the Trustee as set forth in this Indenture, and the Company


                                      -21-
<PAGE>

agrees to indemnify the Trustee from, and hold it harmless against, any loss,
liability or expense arising out of or in connection with any such arrangement
for the purchase and conversion of any Debentures between the Company and such
purchasers to which the Trustee has not consented in writing, including the
costs and expenses, including attorneys fees, incurred by the Trustee in the
defense of any claim or liability arising out of or in connection with the
exercise or performance of any of its powers, duties, responsibilities or
obligations under this Indenture.

                                  ARTICLE FOUR

                           SUBORDINATION OF DEBENTURES

                  SECTION 4.01. AGREEMENT OF SUBORDINATION. The Company
covenants and agrees, and each holder of Debentures issued hereunder by his
acceptance thereof likewise covenants and agrees, that all Debentures shall be
issued subject to the provisions of this Article Four and each Person holding
any Debenture, whether upon original issue or upon transfer or assignment
thereof, accepts and agrees to be bound by such provisions.

                  All Debentures issued hereunder shall, to the extent and in
the manner hereinafter set forth, be subordinated and subject in right of
payment to the prior payment in full of all Senior Indebtedness, whether
outstanding at the date of this Indenture or thereafter incurred.

                  No provision of this Article Four shall prevent the occurrence
of any Default or Event of Default hereunder.

                  SECTION 4.02. PAYMENTS TO DEBENTUREHOLDERS. No payment shall
be made by the Company on account of principal of (or premium, if any) or
interest on the Debentures or on account of the purchase or other acquisition of
Debentures, if there shall have occurred and be continuing (a) any default in
the payment of principal, premium, if any, or interest on any Senior
Indebtedness continuing beyond the period of grace, if any, specified in the
instrument or lease evidencing such Senior Indebtedness with respect to Senior
Indebtedness in an aggregate principal amount of at least $5,000,000, or (b) any
other default with respect to any Senior Indebtedness permitting the
acceleration thereof and such default is the subject of a judicial proceeding or
the Company receives notice of such a default from the holders of an aggregate
of not less than $5,000,000 aggregate principal amount of such Senior
Indebtedness; PROVIDED, HOWEVER, that in the case of Senior Indebtedness issued
pursuant to an indenture such notice may be validly given only by the trustee
under such indenture), unless and until such default or event of default shall
have been cured or waived or shall have ceased to exist; PROVIDED, HOWEVER. that
the foregoing shall not prohibit payments made pursuant to Article Thirteen
hereof from monies deposited with the Trustee pursuant thereto prior to such
judicial proceeding or notice.

                  Upon any acceleration of the principal of the Debentures or
any payment by the Company, or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to creditors upon any
dissolution or winding-up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due or to become due upon all Senior Indebtedness
shall first be paid in full in money or money's worth, or payment thereof
provided for in accordance with its terms, before any payment is made on account
of the principal of (and premium, if any) or interest on the Debentures (except
payments made pursuant to Article Thirteen hereof from monies


                                      -22-
<PAGE>

deposited with the Trustee pursuant thereto prior to the happening of such
dissolution, winding-up, liquidation or reorganization); and upon any such
dissolution or winding-up or liquidation or reorganization, any payment by the
Company, or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the holders of the Debentures
or the Trustee would be entitled except for the provisions of this Article Four,
shall (except as aforesaid) 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 Debentures or by the Trustee under this
Indenture if received by them or it, directly to the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
senior Indebtedness held by such holders, as calculated by the Company) or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, to the extent
necessary to pay all Senior Indebtedness in full in money or money's worth,
after giving effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness, before any payment or distribution is made to
the holders of the Debentures or to the Trustee.

                  In the event that, notwithstanding the foregoing, any payment
by or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received by
the Trustee or the holders of the Debentures before all Senior Indebtedness is
paid in full in money or money's worth, or provision is made for such payment,
and if a Responsible Officer of the Trustee or, as the case may be, such
Debentureholder, shall have actual knowledge of such fact, then and in such
event such payment or distribution shall be paid over or delivered to the
holders of Senior Indebtedness or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing any senior Indebtedness may have been issued, as their respective
interests may appear, for application to the payment of all senior Indebtedness
remaining unpaid to the extent necessary to pay all senior Indebtedness in full
in money or money's worth, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness (but subject to
the power of a court of competent jurisdiction to make other equitable
provision, which shall have been determined by such court to give effect to the
rights conferred in this Article Four upon the Senior Indebtedness and the
holders thereof with respect to Debentures or the holders thereof or the
Trustee, by a lawful plan of reorganization or readjustment under applicable
bankruptcy law).

                  The consolidation of the Company with, or the merger of the
Company 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 for in Article Twelve hereof shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 4.02 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
Twelve hereof. Nothing in this Section 4.02 shall apply to claims of, or
payments to, the Trustee pursuant to Section 8.06.

                  The holders of Senior Indebtedness may, at any time and from
time to time, without the consent of or notice to the holders of the Debentures,
without incurring responsibility to the holders of the Debentures and without
impairing or releasing the obligations of the holders of the Debentures
hereunder to the holders of Senior Indebtedness: (i) change the manner, place or
terms of payment or change or extend the time of payment of, or renew or alter,
Senior Indebtedness, or otherwise amend in any manner Senior Indebtedness or any
instrument evidencing the same or any


                                      -23-
<PAGE>

agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (iii) release any Person liable in any manner for
the collection of Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

                  SECTION 4.03. SUBROGATION OF DEBENTURES. Subject to the
payment in full of all Senior Indebtedness, the holders of the Debentures shall
be subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company
applicable to the Senior Indebtedness until the principal of (and premium, if
any) and interest on the Debentures shall be paid in full; and, for the purposes
of such subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the holders of the
Debentures or the Trustee would be entitled except for the provisions of this
Article Four, and no payments over pursuant to the provisions of this Article
Four, to or for the benefit of the holders of Senior Indebtedness by holders of
the Debentures or the Trustee, shall, as between the Company, its creditors
other than holders of Senior Indebtedness, and the holders of the Debentures, be
deemed to be a payment by the Company to or on account of the Senior
Indebtedness. It is understood that the provisions of this Article Four are and
are intended solely for the purpose of defining the relative rights of the
holders of the Debentures, on the one hand, and the holders of the Senior
Indebtedness, on the other hand.

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

                  Upon any payment or distribution of assets of the Company
referred to in this Article Four, the Trustee, subject to the provisions of
Section 8.01, and the holders of the Debentures shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the holders of the Debentures, for the purpose of ascertaining the
Persons entitled to participate in such distribution, the holders of the Senior
Indebtedness 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 Four.

                  SECTION 4.04. AUTHORIZATION BY DEBENTUREHOLDERS. Each holder
of a Debenture 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 holder of the Debenture and


                                      -24-
<PAGE>

the holders of Senior Indebtedness, the subordination provided in this Article
Four and appoints the Trustee his attorney-in-fact for any and all such
purposes.

                  SECTION 4.05. NOTICES TO TRUSTEE AND SENIOR INDEBTEDNESS
HOLDERS. The Company shall give prompt written notice in the form of an
Officers' Certificate to a Responsible Officer of the Trustee of any fact known
to the Company which would prohibit the making of any payment of monies to or by
the Trustee in respect of the Debentures pursuant to the provisions of this
Article Four. Notwithstanding the provisions of this Article Four 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 of
monies to or by the Trustee in respect of the Debentures pursuant to the
provisions of this Article Four, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof at the Corporate Trust Office
of the Trustee from the Company or a holder or holders of Senior Indebtedness or
from any representative or trustee thereof PROVIDED, HOWEVER, that in the case
of Senior Indebtedness issued pursuant to an indenture such notice may be
validly given only by the trustee under such indenture); and before the receipt
of any such written notice, the Trustee, subject to the provisions of Section
8.01, shall be entitled in all respects to assume that no such facts exist;
PROVIDED, HOWEVER, that if the Trustee shall not have received at least three
Business Days prior to the date upon which by the terms hereof any such monies
may become payable for any purpose (including, without limitation, the payment
of the principal of (or premium, if any) or interest on any Debenture) with
respect to such monies the notice provided for in this Section 4.05, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such monies and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it within three Business Days
prior to such date; PROVIDED, HOWEVER, that the immediately preceding proviso
shall not apply to any notice provided for in this Section 4.05 in the event
such notice is received and acknowledged by a Responsible Officer or the Trustee
at least one Business Day prior to such date.

                  Notwithstanding anything to the contrary hereinbefore set
forth, nothing shall prevent any payment by the Company or the Trustee to the
Debentureholders of monies in connection with a redemption of Debentures if (i)
notice of such redemption had been given pursuant to Article Three or Section
13.01 hereof prior to the receipt by the Trustee of written notice as aforesaid,
and (ii) such notice of redemption is given not earlier than 60 days before the
redemption date; PROVIDED that the provisions of this paragraph shall not
operate as a waiver of the provisions of Section 4.02 with respect to any such
monies returned to the Company upon, and as a result of a determination by a
court of competent jurisdiction that the payment of such monies to the
Debentureholders constituted (or would constitute) a preference under applicable
United States bankruptcy law.

                  The Trustee shall be entitled to rely on the delivery to it of
a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such
notice has been given by a holder of Senior Indebtedness or a representative of
or trustee on behalf of any such holder or holders. In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of Senior Indebtedness to participate in
any payment or distribution pursuant to this Article Four, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness held by such Person, the extent
to which such Person is entitled to participate in such payment or distribution
and any other facts pertinent to


                                      -25-
<PAGE>

the rights of such Person under this Article Four, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending Judicial
determination as to the right of such Person to receive such payment.

                  The Company agrees that if any default shall occur with
respect to any Senior Indebtedness, which default permits the holders of such
Senior Indebtedness to accelerate the maturity thereof, the Company will give
prompt notice in writing of such happening to all known holders of Senior
Indebtedness and shall certify to each such holder the name of the Trustee and
current notice address.

                  SECTION 4.06. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS. The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article Four in respect of any Senior Indebtedness at any time held by
it, to the same extent as any other holder of Senior Indebtedness, and nothing
in Section 8.13 or elsewhere in this Indenture shall deprive the Trustee of any
of its rights as such holder.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Four, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not owe
any fiduciary duty to the holders of Senior Indebtedness, but shall have only
such obligations to such holders as are expressly set forth in this Article
Four.

                  SECTION 4.07. NO IMPAIRMENT OF SUBORDINATION. No right of any
present or future holder or any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company (including by way of an
amendment to the provisions or this Article Four) or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

                  SECTION 4.08. ARTICLE APPLICABLE TO PAYING AGENTS. In case at
any time any paying agent other than the Trustee shall have been appointed by
the Company and be then acting hereunder, the term "Trustee" as used in this
Article Four (except in Section 4.04) 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 purposes as if such paying agent
were named in this Article Four in addition to or in place of the Trustee;
PROVIDED, HOWEVER, that this Section shall not apply to the Company or any
affiliate of the Company if it or such affiliate acts as paying agent.

                                  ARTICLE FIVE

                       PARTICULAR COVENANTS OF THE COMPANY

                  SECTION 5.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The
Company covenants and agrees that it will duly and punctually pay or cause to be
paid the principal of and premium, if any, and interest on each of the
Debentures at the places, at the respective times and in the manner provided
herein and in the Debentures. Each installment of interest on the


                                      -26-
<PAGE>

Debentures may be paid by mailing checks for the interest payable to or upon the
written order of the holders of Debentures entitled thereto as they shall appear
on the registry books of the Company.

                  SECTION 5.02. OFFICES FOR NOTICES AND PAYMENTS, ETC. So long
as any of the Debentures remain outstanding, the Company will maintain, at its
option, in Honolulu, Hawaii or New York, New York, an office or agency where the
Debentures may be presented for payment, and an office or agency where the
Debentures may be presented for registration of transfer and for exchange and
conversion as in this Indenture provided and an office or agency where notices
and demands to or upon the Company in respect of the Debentures or of this
Indenture may be served. The Company will give to the Trustee written notice of
the location of each such office or agency and of any change of location
thereof. If the Company shall fail to maintain any such office or agency or
shall fail to give such notice of the location or of any change in the location
thereof; presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Trustee and the Company hereby appoints the
Trustee at the Corporate Trust Office of the Trustee as its agent to receive all
such presentations, demands and notices.

                  SECTION 5.03. APPOINTMENTS TO FILL VACANCIES IN TRUSTEES
OFFICE. The Company, whenever necessary to avoid or fill a vacancy in the office
of Trustee, will appoint, in the manner provided in Section 8.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

                  SECTION 5.04. PROVISION AS TO PAYING AGENT.

                           (a) If the Company shall appoint a paying agent other
than the Trustee, it will cause such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 5.04:

                           (1) that it will hold all sums held by it as such
         agent for the payment of the principal of and premium, if any, or
         interest on the Debentures (whether such sums have been paid to it by
         the Company or by any other obligor on the Debentures) in trust for the
         benefit of the holders of the Debentures;

                           (2) that it will give the Trustee notice of any
         failure by the Company (or by any other obligor on the Debentures) to
         make any payment of the principal of and premium, if any, or interest
         on the Debentures when the same shall be due and payable; and

                           (3) that at any time during the continuance of an
         Event of Default, upon request of the Trustee, it will forthwith pay to
         the Trustee all sums so held in trust.

                  The Company shall, before each due date of the principal or
premium, if any, or interest on the Debentures, deposit with the paying agent a
sum sufficient to pay such principal, premium, if any, or interest, and (unless
such paying agent is the Trustee) the Company will promptly notify the Trustee
of any failure to take such action.

                           (b) If the Company shall act as its own paying agent,
it will, on or before each due date of the principal or premium, if any, or
interest on the Debentures, set aside, segregate and hold in trust for the
benefit of the holders of the Debentures a sum sufficient to pay such principal,
premium, if any, or interest so becoming due and will notify the Trustee of any
failure to take such action and of any failure by the Company (or by any other
obligor under the Debentures)


                                      -27-
<PAGE>

to make any payment of the principal of, premium, if any, or interest on the
Debentures when the same shall become due and payable.

                           (c) Anything in this Section 5.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by the Company or any
paying agent hereunder as required by this Section 5.04 such sums to be held by
the Trustee upon the trusts herein contained and upon such payment by the
Company or any paying agent to the Trustee, the Company or such paying agent
shall be released from all further liability with respect to such money.

                           (d) Anything in this Section 5.04 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
5.04 is subject to Sections 13.03 and 13.04.

                  SECTION 5.05. CORPORATE EXISTENCE. Subject to Article Twelve,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence, rights (charter and
statutory) and franchises.

                  SECTION 5.06. INVESTMENT COMPANY STATUS. The Company will not
register as, or conduct its business or take any action which shall cause it to
become or be deemed to be, an "Investment Company" as defined under the
Investment Company Act of 1940, as amended.

                  SECTION 5.07. MAINTENANCE OF PROPERTIES. The Company will
cause all properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; PROVIDED, HOWEVER, that nothing in this Section 5.07
shall prevent the Company from discontinuing the operation or maintenance of any
of such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Debentureholders.

                  SECTION 5.08. PAYMENT OF TAXES AND OTHER CLAIMS. The Company
will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Company or any Subsidiary; PROVIDED, HOWEVER, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.


                                      -28-
<PAGE>

                                   ARTICLE SIX

                     DEBENTUREHOLDERS' LISTS AND REPORTS BY
                           THE COMPANY AND THE TRUSTEE

                  SECTION 6.01. DEBENTUREHOLDERS' LISTS. The Company covenants
and agrees that it will furnish or cause to be finished to the Trustee,
semiannually, not more than 15 days after each January 1 and July 1 in each year
beginning with July 1, 1993, and at such other times as the Trustee may request
in writing, within thirty days after receipt by the Company of any such request
a list in such form as the Trustee may reasonably require of the names and
addresses of the holders of Debentures as of a date not more than fifteen days
prior to the time such information is furnished, except that no such list need
be furnished so long as the Trustee is acting as Debenture registrar.

                  SECTION 6.02. PRESERVATION AND DISCLOSURE OF LISTS.

                           (a) The Trustee shall preserve, in as current a form
as is reasonably practicable, all information as to the names and addresses of
the holders of Debentures contained in the most recent list furnished to it as
provided in Section 6.01 or maintained by the Trustee in its capacity as
Debenture registrar, if so acting. The Trustee may destroy any list furnished to
it as provided in Section 6.01 upon receipt of a new list so furnished.

                           (b) In case three or more holders of Debentures
(hereinafter referred to as "applicants") apply in writing to the Trustee and
furnish to the Trustee reasonable proof that each such applicant has owned a
Debenture for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to
communicate with other holders of Debentures with respect to their rights under
this Indenture or under the Debentures and is accompanied by a copy of the form
of proxy or other communication which such applicants propose to transmit, then
the Trustee shall, within five Business Days after the receipt of such
application, at its election, either:

                           (1) afford such applicants access to the information
         preserved at the time by the Trustee in accordance with the provisions
         of subsection (a) of this Section 6.02, or

                           (2) inform such applicants as to the approximate
         number of holders of Debentures whose names and addresses appear in the
         information preserved at the time by the Trustee in accordance with the
         provisions of subsection (a) of this Section 6.02, and as to the
         approximate cost of mailing to such Debentureholders the form of proxy
         or other communication, if any, specified in such application.

                  If the Trustee shall elect (2) and not (1) above, the Trustee
shall, upon the written request of such applicants, mail to each Debentureholder
whose name and address appears in the information preserved at the time by the
Trustee in accordance with the provisions of subsection (a) of this Section 6.02
a copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Securities and Exchange
Commission, together with a copy of the material to be mailed, a written
statement to the


                                      -29-
<PAGE>

effect that, in the opinion of the Trustee, such mailing would be contrary to
the best interests of the holders of Debentures or would be in violation of
applicable law. Such written statement shall specify the basis of such opinion.
If said Commission, after opportunity for a hearing upon the objections
specified in the written statement so filed, shall enter an order refusing to
sustain any of such objections or if, after the entry of an order sustaining one
or more of such objections, said Commission shall find, after notice and
opportunity for hearing, that all the objections so sustained have been met and
shall enter an order so declaring, the Trustee shall mail copies of such
material to all such Debentureholders with reasonable promptness after the entry
of such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

                           (c) Each and every holder of the Debentures, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any paying agent nor the Debenture
registrar shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the holders of Debentures in
accordance with the provisions of subsection (b) of this Section 6.02,
regardless of the source from which such information was derived, and that the
Trustee shah not be held accountable by reason of mailing any material pursuant
to a request made under said subsection (b).

                  SECTION 6.03. REPORTS BY THE COMPANY.

                           (a) The Company covenants and agrees to file with the
Trustee, within ten days after the Company is required to file the same with the
Securities and Exchange Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as said Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with said Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act or 1934;
or, if the Company is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Trustee and said
Commission, in accordance with rules and regulations prescribed from time to
time by said Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such
rules and regulations.

                           (b) The Company covenants and agrees to file with the
Trustee and the Securities and Exchange Commission, in accordance with the rules
and regulations prescribed from time to time by said Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants provided for in this Indenture as may be
required from time to time by such rules and regulations, including, in the case
of annual reports, if required by such rules and regulations, certificates or
opinions of independent public accountants conforming to the requirements of
Section 314 a of the Trust Indenture Act, as to compliance with the conditions
and covenants, compliance with which is subject to verification by accountants,
but no such certificate or opinion shall be required as to any matter specified
in clauses (A), (B), or (C) of Section 314(c)(3) of the Trust Indenture Act.

                           (c) The Company covenants and agrees to transmit by
mail to all holders of Debentures, as the names and addresses of such holders
appear upon the registry books of the Company (and to any other holders as may
be required pursuant to Section 313(c) of the Trust


                                      -30-
<PAGE>

Indenture Act of 1939), within thirty days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to subsections (a) and (b) of this Section 6.03 as
may be required by rules and regulations prescribed from time to time by the
Securities and Exchange Commission.

                           (d) The Company covenants and agrees to file with the
Trustee within 120 days after the end of each fiscal year, a brief certificate
from the principal executive officer, principal financial officer or principal
accounting officer as to his or her knowledge of the Company's compliance with
all conditions and covenants under the Indenture. For purposes of this
paragraph, such compliance shall be determined without regard to any period of
grace or requirement of notice provided under the Indenture. Such Certificate
shall be in compliance with Section 16.05.

                  SECTION 6.04. REPORTS BY THE TRUSTEE.

                           (a) On or before December 1, 1993, and on or before
December 1, in every year thereafter, so long as any Debentures are outstanding
hereunder, the Trustee shall transmit to the Debentureholders and the Company,
as hereinafter in this Section 6.04 provided, a brief report dated as of the
preceding November 1 with respect to any of the following events which may have
occurred during the previous 12 months (or shorter period, in the case of the
first such report) (but if no such event has occurred within such period, no
report need be transmitted):

                           (1) any change in its eligibility under Section 8.09,
         and its qualification under Section 8.08;

                           (2) the existence of any "conflicting interest" under
         Section 3.10(b) of the Trust Indenture Act of 1939;

                           (3) the character and amount of advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof) made by the Trustee (as such) which remain unpaid on the date
         of such report, and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of the Debentures, on any
         property or funds held or collected by it as Trustee, except that the
         Trustee shall not be required (but may elect) to state such advances if
         such advances so remaining unpaid aggregate not more than one-half of
         one percent of the principal amount of the Debentures outstanding on
         the date of such report;

                           (4) any change to the amount, interest rate and
         maturity date of all other indebtedness owing by the Company (or by any
         other obligor on the Debentures) to the Trustee in its individual
         capacity, on the date of such report, with a brief description of any
         property held as collateral security therefor, except an indebtedness
         based upon a creditor relationship arising in any manner described in
         paragraphs (2), (3), (4) or (6) of subsection (b) of Section 8.13;

                           (5) any change to the property and funds, if any,
         physically in the possession of the Trustee, as such, on the date of
         such report;

                           (6) any additional issue of Debentures which the
         Trustee has not previously reported; and


                                      -31-
<PAGE>

                           (7) any action taken by the Trustee in the
         performance of its duties under this Indenture which it has not
         previously reported and which in its opinion materially affects the
         Debentures, except action in respect of a default, notice of which has
         been or is to be withheld by it in accordance with the provisions of
         Section 7.08.

                           (b) The Trustee shall transmit to the
Debentureholders, as hereinafter provided, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such),
since the date of the last report transmitted pursuant to the provisions of
subsection (a) of this Section 6.04 (or, if no such report has yet been so
transmitted, since the date of execution of this Indenture), for the
reimbursement of which it claims or may claim a lien or charge prior to that of
the Debentures on property or funds held or collected by it as Trustee, and
which it has not previously reported pursuant to this subsection, if such
advances remaining unpaid at any time aggregate more than ten percent of the
principal amount of Debentures outstanding at such time, such report to be
transmitted within ninety days after such time.

                           (c) Reports pursuant to this Section 6.04 shall be
transmitted by mail to all holders of Debentures as the names and addresses of
such holders appear upon the registry books of the Company. The Trustee shall
also comply with Sections 313(c)(2) and 313(c)(3) of the Trust Indenture Act of
1939.

                           (d) A copy of each such report shall, at the time of
such transmission to Debentureholders, be filed by the Trustee with each stock
exchange upon which the Debentures are listed and also with the Securities and
Exchange Commission and the Company. The Company will notify the Trustee when
and as the Debentures become listed on any stock exchange.

                  SECTION 6.05. USURY LAWS. The Company covenants and agrees:
(i) not to insist upon, or plead, or in any manner whatsoever claim the benefit
or the advantage of the usury law of any jurisdiction against the Trustee or the
Debentureholders in connection with any claim, action or proceeding which may be
brought by the Trustee or the Debentureholders in order to enforce any right or
remedy under this Indenture; and (ii) to resist any and all efforts to compel
the Company to claim the benefit or the advantage of the usury law of any
jurisdiction against the Trustee or the Debentureholders in connection with any
clean, action or proceeding which may be brought by the Trustee or the
Debentureholders in order to enforce any right or remedy under this Indenture.


                                      -32-
<PAGE>

                                  ARTICLE SEVEN

                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                             ON AN EVENT OF DEFAULT

                  SECTION 7.01. EVENTS OF DEFAULT. In case one or more of the
following Events of Default (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body) shall have occurred and
be continuing:

                           (a) default in the payment of any installment of
interest upon any of the Debentures as and when the same shall become due and
payable, and continuance of such default for a period of thirty days; or

                           (b) default in the payment of the principal of and
premium, if any, on any of the Debentures as and when the same shall become due
and payable either at maturity or in connection with any redemption, by
declaration or otherwise; or

                           (c) failure on the part of the Company duly to
observe or perform any other of the covenants or agreements on the part of the
Company in the Debentures or in this Indenture (other than a covenant or
agreement a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with) continued for a period of forty-five days after
the date on which written notice of such failure, requiring the Company to
remedy the same, shall have been given to the Company by the Trustee, or to the
Company and the Trustee by the holders of at least twenty five percent in
aggregate principal amount of the Debentures at the time outstanding; or

                           (d) a default under any bond, debenture, note or
other evidence of indebtedness for money borrowed by the Company or any of its
Subsidiaries or under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any indebtedness for
money borrowed by the Company or any Subsidiary (including this Indenture),
whether such indebtedness now exists or shall hereafter be created, which
default shall constitute a failure to pay any portion of such indebtedness in an
amount exceeding $5,000,000 when due and payable after the expiration of any
applicable grace period with respect thereto or shall have resulted in such
indebtedness in an amount exceeding $5,000,000 becoming or being declared due
and payable prior to the date on which it would otherwise have become due and
payable, without such indebtedness having been discharged, or such acceleration
having been rescinded or annulled, within a period of 10 days after there shall
have been given, by registered or certified mail, to the Company by the Trustee
or to the Company and the Trustee by the holders of at least 25% in principal
amount of the Debentures a written notice specifying such default and requiring
the Company to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that such notice is a
"Notice of Default" hereunder; or

                           (e) the Company shall commence a voluntary case or
other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any


                                      -33-
<PAGE>

such official in an involuntary case or other proceeding commenced against it,
or shall make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due; or

                           (f) an involuntary case or other proceeding shall be
commenced against the Company seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of ninety consecutive days;
or

                           (g) a default in the payment of the Repurchase Price
(as defined in Section 16.01) in respect of any Debenture on the Repurchase Date
(as defined in Section 16.01) therefor in accordance with the provisions of
Article Sixteen.

THEN and in each and every such case, unless the principal of all of the
Debentures shall have already become due and payable, either the Trustee or the
holders of not less than twenty-five percent in aggregate principal amount of
the Debentures then outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by Debentureholders), may declare the principal of
all the Debentures and the interest accrued thereon to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Debentures
contained to the contrary notwithstanding. This provision, however, is subject
to the condition that if at any time after the principal of the Debentures shall
have been so declared due and payable, and before any judgment or decree for the
payment of the monies due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Debentures
and the principal of and premium, if any, on any and all Debentures which shall
have become due otherwise than by acceleration (with interest on overdue
installments of interest (to the extent that payment of such interest is
enforceable under applicable law) and on such principal and premium, if any, at
the rate borne by the Debentures, to the date of such payment or deposit) and
amounts due to the Trustee pursuant to Section 8.06, and if any and all Events
of Default under this Indenture, other than the nonpayment of principal of and
premium, if any, and accrued interest on Debentures which shall have become due
by acceleration, shall have been cured or waived pursuant to Section 7.07--then
and in every such case the holders of a majority in aggregate principal amount
of the Debentures then outstanding, by written notice to the Company and to the
Trustee, may waive all defaults and rescind and annul such declaration and its
consequences; but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default, or shall impair any right consequent
thereon.

                  In case the Trustee shall have proceeded to enforce any eight
under this Indenture and such proceeding shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the holders of Debentures and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the holders of Debentures and the Trustee
shall continue as though no such proceeding had been taken.


                                      -34-
<PAGE>

                  SECTION 7.02. PAYMENTS OF DEBENTURES ON DEFAULT; SUIT
THEREFOR. The Company covenants that (a) in case default shall be made in the
payment of any installment of interest upon any of the Debentures as and when
the same shall become due and payable, and such default shall have continued for
a period of thirty days or (b) in case default shall be made in the payment of
the principal of or premium, if any, on any of the Debentures as and when the
same shall have become due and payable, whether at maturity of the Debentures or
in connection with any redemption, by declaration or otherwise--THEN, upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit of
the holders of the Debentures, the whole amount that then shall have become due
and payable on all such Debentures for principal and premium, if any, or
interest, or both, as the case may be, with interest upon the overdue principal
and premium, if any, and (to the extent that payment of such interest is
enforceable under applicable law) upon the overdue installments of interest at
the rate borne by the Debentures; and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
a reasonable compensation to the Trustee, its agents, attorneys and counsel, and
any expenses or liabilities incurred by the Trustee hereunder other than through
its negligence or bad faith. Until such demand by the Trustee, the Company may
pay the principal of and premium, if any, and interest on the Debentures to the
registered holders, whether or not the Debentures are overdue.

                  In case the Company shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any actions or proceedings
at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or any other
obligor on the Debentures and collect in the manner provided by law out of the
property of the Company or any other obligor on the Debentures wherever situated
the monies adjudged or decreed to be payable.

                  In case there shall be pending proceedings for the bankruptcy
or for the reorganization of the Company or any other obligor on the Debentures
under Title 11 of the United States Code, or any other applicable law, or in
case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Company, the property of the Company or such other
obligor, or in the case of any other similar judicial proceedings relative to
the Company or other obligor upon the Debentures, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Debentures shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 7.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal, premium, if any, and interest owing and unpaid in respect of the
Debentures, and, in case of any judicial proceedings, 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 and of the Debentureholders allowed in such
judicial proceedings relative to the Company or any other obligor on the
Debentures, its or their creditors, or its or their property, and to collect and
receive any monies or other property payable or deliverable on any such claims,
and to distribute the same after the deduction of any amounts due the Trustee
under Section 8.06; and any receiver, assignee or trustee in bankruptcy or
reorganization liquidator, custodian or similar official is hereby authorized by
each of the Debentureholders to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the malting of such payments directly to
the Debentureholders, to pay to the Trustee any amount due it for compensation,
expenses, advances and disbursements including


                                      -35-
<PAGE>

counsel fees incurred by it up to the date of such distribution. To the extent
that such payment of reasonable compensation, expenses, advances and
disbursements out of the estate in any such proceedings 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, monies, securities and other property
which the holders of the Debentures may be entitled to receive in such
proceedings, 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 adopt on behalf of any Debentureholder any
plan of reorganization or arrangement, affecting the Debentures or the rights of
any Debentureholder, or to authorize the Trustee to vote in respect of the claim
of any Debentureholder in any such proceeding.

                  All rights of action and of asserting claims under this
Indenture, or under any of the Debentures, may be enforced by the Trustee
without the possession of any of the Debentures, or the production thereof on
any trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the holders of
the Debentures.

                  In any proceedings brought by the Trustee (and in any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party) the Trustee shall be held to represent all
the holders of the Debentures, and it shall not be necessary to make any holders
of the Debentures parties to any such proceedings.

                  SECTION 7.03. APPLICATION OF MONIES COLLECTED BY TRUSTEE. Any
monies collected by the Trustee pursuant to this Article Seven shall be applied
in the order following, at the date or dates fixed by the Trustee for the
distribution of such monies, upon presentation of the several Debentures, and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:

                           FIRST: To the payment of costs and expenses of
         collection and reasonable compensation to the Trustee, its agents,
         attorneys and counsel, and of all other expenses and liabilities
         incurred, and all advances made, by the Trustee except as a result of
         its negligence or bad faith;

                           SECOND: Subject to the provisions of Article Four, in
         case the principal of the outstanding Debentures shall not have become
         due and be unpaid, to the payment of interest on the Debentures in
         default in the order of the maturity of the installments of such
         interest, with interest (to the extent that such interest has been
         collected by the Trustee) upon the overdue installments of interest at
         the rate borne by the Debentures, such payments to be made ratably to
         the persons entitled thereto;

                           THIRD: Subject to the provisions of Article Four, in
         case the principal of the outstanding Debentures shall have become due,
         by declaration or otherwise, and be unpaid to the payment of the whole
         amount then owing and unpaid upon the Debentures for principal and
         premium, if any, and interest, with interest on the overdue principal
         and premium, if any, and (to the extent that such interest has been
         collected by the Trustee)


                                      -36-
<PAGE>

         upon overdue installments of interest at the rate borne by the
         Debentures; and in case such monies shall be insufficient to pay in
         full the whole amounts so due and unpaid upon the Debentures, then to
         the payment of such principal and premium, if any, and interest without
         preference or priority of principal and premium, if any, over interest,
         or of interest over principal and premium, if any, or of any
         installment of interest over any other installment of interest, or of
         any Debenture over any other Debenture, ratably to the aggregate of
         such principal and premium, if any, and accrued and unpaid interest;

                           FOURTH: Subject to the provisions of Article Four, to
         the payment of the remainder, if any, to the Company or any other
         person lawfully entitled thereto.

                  SECTION 7.04. PROCEEDINGS BY DEBENTUREHOLDER. No holder of any
Debenture shall have any right by virtue of or by availing of any provision of
this Indenture to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Indenture, or for the appointment of a
receiver, trustee, liquidator, custodian or other similar official, or for any
other remedy hereunder, unless such holder previously shall have given to the
Trustee written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the holders of not less than twenty-five
percent in aggregate principal amount of the Debentures then outstanding shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for sixty
days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding and
no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 7.07; it being understood and intended, and being
expressly covenanted by the taker and holder of every Debenture with every other
taker and holder and the Trustee, that no one or more holders of Debentures
shall have any right in any manner whatever by virtue of or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any
other holder of Debentures, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Debentures (except as otherwise provided
herein). For the protection and enforcement of this Section 7.04, each and every
Debentureholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

                  Notwithstanding any other provisions of this Indenture and any
provision of any Debenture, however, the right of any holder of any Debenture to
receive payment of the principal of and premium, if any, and interest on such
Debenture, on or after the respective due dates expressed in such Debenture or
to institute suit for the enforcement of any such payment on or after such
respective dates against the Company shall not be impaired or affected without
the consent of such holder.

                  Anything in this Indenture or the Debentures to the contrary
notwithstanding, the holder of any Debenture, without the consent of either the
Trustee or the holder of any other Debenture, in his own behalf and for his own
benefit may enforce, and may institute and maintain any proceeding suitable to
enforce, his rights of conversion as provided herein.

                  SECTION 7.05. PROCEEDINGS BY TRUSTEE. In case of an Event of
Default hereunder the Trustee may in its discretion proceed to protect and
enforce the rights vested in it by


                                      -37-
<PAGE>

this Indenture by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

                  SECTION 7.06. REMEDIES CUMULATIVE AND CONTINUING. Except as
provided in Section 2.06, all powers and remedies given by this Article Seven to
the Trustee or to the Debentureholders shall to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the holders of the Debentures, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee or of any holder of any of the Debentures to exercise any right
or power accruing upon any Event of Default occurring and continuing as
aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
the provisions of Section 7.04, every power and remedy given by this Article
Seven or by law to the Trustee or to the Debentureholders may be exercised from
time to time, and as often as shall be deemed expedient, by the Trustee or by
the Debentureholders.

                  SECTION 7.07. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS
BY MAJORITY OF DEBENTUREHOLDERS. The holders of a majority in aggregate
principal amount of the Debentures at the time outstanding determined in
accordance with Section 9.04 shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee; PROVIDED, HOWEVER, that
(subject to the provisions of Section 8.01) the Trustee shall have the right to
decline to follow any such direction if the Trustee shall be advised by counsel
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceedings so directed could
involve the Trustee in personal liability. Prior to any declaration accelerating
the maturity of the Debentures, the holders of a majority in aggregate principal
amount of the Debentures at the time outstanding may on behalf of the holders of
all of the Debentures waive any past default or Event of Default hereunder and
its consequences except (i) a default in the payment of interest or premium, if
any, on, or the principal on the Debentures, (ii) a failure by the Company to
convert any Debentures into Common Stock or (iii) a default in respect of a
covenant or provision hereof which under Article Eleven cannot be modified or
amended without the consent of the holders of all Debentures then outstanding.
Upon any such waiver the Company, the Trustee and the holders of the Debentures
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. Whenever any default or Event of
Default hereunder shall have been waived as permitted by this Section 7.07, said
default or Event of Default shall for all purposes of the Debentures and this
Indenture be deemed to have been cured and to be not continuing; but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

                  SECTION 7.08. NOTICE OF DEFAULTS. The Trustee shall, within
ninety days after the occurrence of a Default, mail to all Debentureholders, as
the names and addresses of such holders appear upon the registry books of the
Company, notice of all Defaults known to a Responsible Officer, unless such
Defaults shall have been cured or waived before the giving of such


                                      -38-
<PAGE>

notice; and PROVIDED that, except in the case of default in the payment of the
principal of or premium, if any, or interest on any of the Debentures, the
Trustee shall be protected in withholding such notice if and so long as a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Debentureholders.

                  SECTION 7.09. UNDERTAKING TO PAY COSTS. All parties to this
Indenture agree, and each holder of any Debenture by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; provided that the provisions of this Section 7.09 shall not
apply to any suit instituted by the Trustee, to any suit instituted by any
Debentureholder, or group of Debentureholders, holding in the aggregate more
than ten percent in principal amount or the Debentures outstanding, or to any
suit instituted by any Debentureholder for the enforcement of the payment of the
principal of or premium, if any, or interest on any Debenture on or after the
due date expressed in such Debenture or to any suit for the enforcement of the
right to convert any Debenture in accordance with the provisions of Article
Fifteen hereof.

                                  ARTICLE EIGHT

                             CONCERNING THE TRUSTEE

                  SECTION 8.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE. The
Trustee, prior to the occurrence of an Event of Default and after the curing of
all Events of Default which may have occurred, undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture. In case an
Event of Default has occurred (which has not been cured or waived) 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.

                  No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that:

                  (a) prior to the occurrence of an Event of Default and after
the curing or waiving of all Events of Default which may have occurred:

                           (1) the duties and obligations of the Trustee shall
         be determined solely by the express provisions of this Indenture, and
         the Trustee shall not be liable except for the performance of such
         duties and obligations as are specifically set forth in this Indenture
         and no implied covenants or obligations shall be read into this
         Indenture against the Trustee; and

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


                                      -39-
<PAGE>

         conforming to the requirements of this Indenture; but, in the case of
         any such certificates or opinions which by any provisions hereof are
         specifically required to be furnished to the Trustee, the Trustee shall
         be under a duty to examine the same to determine whether or not they
         conform to the requirements of this Indenture;

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

                           (c) the Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in accordance with
the direction of the holders of not less than a majority in principal amount of
the Debentures at the time outstanding determined as provided in Section 9.04
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture; and

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

                  None of the provisions of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

                  SECTION 8.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as
otherwise provided in Section 8.01:

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

                           (b) any request, direction, order or demand of the
Company mentioned herein shall be sufficiently evidenced by an Officers'
Certificate (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the Secretary or an Assistant
Secretary of the Company;

                           (c) the Trustee may, at the Company's cost and
expense, consult with counsel and any advice or Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken or
omitted by it hereunder in good faith and in accordance with such advice or
Opinion of Counsel;

                           (d) the Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Debentureholders pursuant to the
provisions of this Indenture, unless such Debentureholders shall


                                      -40-
<PAGE>

have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby;

                           (e) the Trustee shall not be liable for any action
taken or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture;

                           (f) prior to the occurrence of an Event of Default
hereunder and after the curing or waiving of all Events of Default, the Trustee
shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, debenture, coupon or other paper or
document unless requested in writing to do so by the holders of not less than a
majority in principal amount of the Debentures then outstanding; PROVIDED,
HOWEVER, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity against such expense or liability as a
condition to so proceeding; the reasonable expenses of every such examination
shall be paid by the Company or, if paid by the Trustee or any predecessor
Trustee, shall be repaid by the Company upon demand; and

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

                  SECTION 8.03. NO RESPONSIBILITY FOR RECITALS, ETC. The
recitals contained herein and in the Debentures (except in the Trustee's
certificate of authentication) shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representations as for the validity or sufficiency of this
Indenture or of the Debentures. The Trustee shall not be accountable for the use
or application by the Company of any Debentures or the proceeds of any
Debentures authenticated and delivered by the Trustee in conformity with the
provisions of this Indenture.

                  SECTION 8.04. TRUSTEE, PAYING AGENTS, CONVERSION AGENTS OR
REGISTRAR MAY OWN DEBENTURES. The Trustee, any paying agent, any conversion
agent or Debenture registrar, in its individual or any other capacity, may
become the owner or pledgee of Debentures with the same rights it would have if
it were not Trustee, paying agent, conversion agent or, Debenture registrar.

                  SECTION 8.05. MONIES TO BE HELD IN TRUST. Subject to the
provisions of Section 13.04, all monies received by the Trustee hereunder shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received. Money held by the Trustee in trust hereunder need not
be segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed to by the Trustee. So long as no Event of Default
shall have occurred or be continuing, all interest allowed on any such movies
shall be paid from time to time upon the written order of the Company signed by
the Chairman of the Board of Directors, the President, the Chief Executive
Officer, a Vice President, the Treasurer or an Assistant Treasurer of the
Company.


                                      -41-
<PAGE>

                  SECTION 8.06. COMPENSATION AND EXPENSES OF TRUSTEE. The
Company covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation for all services rendered
by it hereunder in any capacity (which shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust), and the
Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Company also
covenants to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on the part
of the Trustee and arising out of or in connection with the acceptance or
administration of this trust or the exercise of performance of any of the
Trustee's dowers or duties hereunder, including the costs and expenses of
defending itself against any claim of liability in the premises. The obligations
of the Company under this Section 8.06 to compensate or indemnify the Trusty and
to pay or reimburse the Trustee for expenses, disbursements and advances shall
be secured by a lien prior to that of the Debentures upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the holders of particular Debentures. The obligation of the Company
under this Section shall survive the satisfaction and discharge of this
Indenture.

                  SECTION 8.07. OFFICERS' CERTIFICATE AS EVIDENCE. Except as
otherwise provided in Section 8.01, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such Certificate, in the
absence of negligence or bad faith on the part of the Trustee, shay be full
warrant to the Trustee for any action taken or omitted by it under the
provisions of this Indenture upon the faith thereof.

                  SECTION 8.08. CONFLICTING INTEREST OF TRUSTEE. If the Trustee
has or shall acquire any conflicting interest, as defined in Section 310(b) of
the Trust Indenture Act of 1939, then, within ninety days after ascertaining
that it has such conflicting interest and if the Default to which such
conflicting interest relates has not been cured or duly waived or otherwise
eliminated before the end of such ninety-day period, it shall either eliminate
such conflicting interest or resign in the manner and with the effect specified
in such Section 310(b). In the event that the Trustee shall fail to comply with
the provisions of the immediately preceding sentence of this Section 8.08, the
Trustee shall, within 10 days after the expiration of such ninety-day period,
transmit notice of such failure to the Debentureholders in the mariner and to
the extent provided in Section 313(c) of the Trust Indenture Act.

                  SECTION 8.09. ELIGIBILITY OF TRUSTEE. The Trustee hereunder
shall at all times be a corporation organized and doing business under the taws
of the United States or any State or Territory thereof or of the District of
Columbia (or other corporation or person permitted to act as trustee by the
Securities and Exchange Commission pursuant to the Trust Indenture Act of 1939)
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least three million dollars subject to supervision or
examination by Federal, State, Territorial or District of Columbia authority, If
such corporation publishes reports of condition at


                                      -42-
<PAGE>

least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.09,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 8.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.10. Neither
the Company nor any other obligor on the Debentures or person directly or
indirectly controlling, controlled by, or under common control with the Company
or such other obligor shall serve as Trustee.

                  SECTION 8.10. RESIGNATION OR REMOVAL OF TRUSTEE.

                           (a) The Trustee may at any time resign by giving
written notice of such resignation to the Company. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee by written
instrument, in duplicate executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within thirty days after the date such notice of
resignation is given to the Company, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee, or
any Debentureholder who has been a bona fide holder of a Debenture or Debentures
for at least six months may, subject to the provisions of Section 7.09, on
behalf of himself and all others similarly situated, petition any such court for
the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

                           (b) In case at any time any of the following shall
         occur:

                           (1) the Trustee shall fail to comply with the
         provisions of Section 8.08 after written request therefor by the
         Company or by any Debentureholder who has been a bona fide holder of a
         Debenture or Debentures for at least six months, or

                           (2) the Trustee shall cease to be eligible in
         accordance with the provisions of Section 8.09 and shall fail to resign
         after written request therefor by the Company or by any such
         Debentureholder, or

                           (3) the Trustee shall become incapable of acting, or
         shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee
         or of its property shall be appointed, or any public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation,

then, in any such case the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 7.09, and, in the case of the occurrence of an event
described in paragraph (11) of this subsection (b), unless the Trustee's duty to
resign is stayed as provided in Section 8.08, any Debentureholder who has been a
bona fide holder of a Debenture or Debentures for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee.


                                      -43-
<PAGE>

Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

                           (c) The holders of a majority in aggregate principal
amount of the Debentures at the time outstanding may at any time remove the
Trustee and nominate a successor trustee which shall be deemed appointed as
successor trustee unless within ten days after notice to the Company of such
nomination the Company objects thereto, in which case the Trustee so removed or
any Debentureholder, upon the terms and conditions and otherwise as in
subsection (a) of this Section 8.10 provided, may petition any court of
competent jurisdiction for an appointment of a successor trustee.

                           (d) Any resignation or removal of the Trustee and
appointment of a successor trustee pursuant to any of the provisions of this
Section 8.10 shall become effective only upon acceptance of appointment by the
successor trustee as provided in Section 8.11.

                  SECTION 8.11. ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor
trustee appointed as provided in Section 8.10 shall execute, acknowledge and
deliver to the Company and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amounts then due it pursuant to the provisions of Section
8.06, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act, Upon request of any
such successor trustee, the Company shall execute any and all instruments in
wasting for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the provisions of Section
8.06.

                  No successor trustee shall accept appointment as provided in
this Section 8.11 unless at the time of such acceptance such successor trustee
shall be qualified under the provisions of Section 8.08 and eligible under the
provisions of Section 8.09.

                  Upon acceptance of appointment by a successor trustee as
provided in this Section 8.11, the Company and the fonder trustee shay mail
notice of the succession of such trustee hereunder to the holders of Debentures
at their addresses as they shall appear on the registry books of the Company. If
the Company fails to mail such notice within ten days after acceptance of
appointment by the successor trustee,, the successor trustee shall cause such
notice to be mailed at the expense of the Company.

                  SECTION 8.12. SUCCESSION BY MERGE, ETC. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the trust business of the Trustee,
shall be the successor to the Trustee hereunder provided such corporation shall
be qualified under the provisions of Section 8.08 and eligible under the
provisions of Section 8.09 without the execution or filing of any paper or any
further act on the part of any of the parties hereto.


                                      -44-
<PAGE>

                  In case at the time such successor to the Trustee shall
succeed to the dusts created by this Indenture any of the Debentures shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor trustee or
authenticating agent appointed by such predecessor trustee, and deliver such
Debentures so authenticated; and in case at that time any of the Debentures
shall not have been authenticated, any successor to the Trustee or an
authenticating agent appointed by such successor trustee may authenticate such
Debentures either in the name of any predecessor hereunder or in the name of the
successor trustee; and in all such cases such certificates shay have the full
force which it is anywhere in the Debentures or in this Indenture provided that
the certificate of the Trustee shall have; vide however. that the right to adopt
the certificate of authentication of any predecessor Trustee or authenticate
Debentures in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

                  SECTION 8.13. LIMITATION ON RIGHTS OF TRUSTEE AS CREDITOR.

                           (a) Subject to the provisions of subsection (b) of
this Section 8.13, if the Trustee shall be or shall become a creditor, directly
or indirectly, secured or unsecured, of the Company within three months prior to
a default, as defined in subsection (c) of this Section 8.13, or subsequent to
such a default, then, unless and until such default shall be cured, the Trustee
shall set apart and hold in a special account for the benefit of the Trustee
individually, the holders of the Debentures and the holders of other indenture
securities (as defined in paragraph (2) of subsection (c) of this Section 8.13):

                           (1) an amount dual to any and all reductions in the
         amount due and owing upon any claim a-s such creditor in respect of
         principal or interest, effected after the beginning of such three-month
         period and valid as against the Company and its other creditors, except
         any such reduction resulting from the receipt or disposition of any
         property described in paragraph (2) of this subsection, or from the
         exercise of any right of set-off which the Trustee could have exercised
         if a petition in bankruptcy had been filed by or against the Company
         upon the date of such default; and

                           (2) all property received `by the Trustee in respect
         of any claim as such creditor, either as security therefor, or in
         satisfaction or composition thereof, or otherwise, after the beginning
         of such three-month period, or an amount equal to the proceeds of any
         such property, if disposed of, SUBJECT, HOWEVER, to the rights, if any,
         of the Company and its other creditors in such property or such
         proceeds.

    Nothing herein contained, however, shall affect the right of the Trustee:

                           (A) to retain for its own account (i) payments made
         on account of any such claim by any person (other than the Company) who
         is liable thereon, and (ii) the proceeds of the bona fide sale of any
         such claim by the Trustee to a third parson, and (iii) distributions
         made in cash, securities or other property in respect of claims filed
         against the Company in bankruptcy or receivership or in proceedings for
         reorganization pursuant to Title 11 of the United States Code or
         applicable State law;


                                      -45-
<PAGE>

                           (B) to realize, for its own account, upon any
         property held by it as security for any such claim, if such property
         was so held prior to the beginning of such three-month period;

                           (C) to realize, for its own account, but only to the
         extent of the claim hereinafter mentioned, upon any property held by it
         as security for any such claim, if such claim was created after the
         beginning of such three-month period and such property was received as
         security therefor simultaneously with the creation thereof, and if the
         Trustee shall sustain the burden of proving that at the time such
         property was so received the Trustee had no reasonable cause to believe
         that a default, as defined in subsection (c) of this Section 8,13,
         would occur within three months; or

                           (D) to receive payment on any claim referred to in
         paragraph (8) or (C), against the release of any property held as
         security for such claim as provided m such paragraph (B) or (C), as the
         case may be, to the extent of the fair value of such property.

                  For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such three-month period for property held as
security at the time of such substitution shall, to the extent of the fair value
of the property released, have the same status as the property released and, to
the extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any preexisting claim of the Trustee as such creditor, such claim shall have the
same status as such preexisting claim.

                  If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned among the Trustee, the Debentureholders and the holders of other
indenture securities m such manner that the Trustee, the Debentureholders and
the holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against the
Company in bankruptcy or receivership or in proceedings for reorganization
pursuant to Title 11 of the United States Code or applicable State law, the same
percentage of their respective claims, figured before crediting to the claim of
the Trustee anything on account of the receipt by it from the Company of the
funds and property in such special account and before crediting to respective
claims of the Trustee, the Debentureholders and the holders of other indenture
securities dividends on claims filed against the Company in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable State law, but after crediting thereon receipts
on account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account. As used in this paragraph, with respect to any claim,
the term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or in proceedings for reorganization pursuant to
Title 11 of the United States Code or applicable State law, whether such
distribution is made in cash securities, or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim. The court in which such bankruptcy, receivership or proceeding for
organization is pending shall have jurisdiction (i) to apportion among the
Trustee, the Debentureholders and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and property held in
such special account and the proceeds thereof or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of this paragraph
due consideration m determining the fairness of the distributions to be made to
the Trustee, the Debentureholders and the holders of other indenture securities
with respect to their respective claims, in which event it


                                      -46-
<PAGE>

shall not be necessary to liquidate or to appraise the value of any securities
or other property held in such special account or as security for any such
claim, or to make a specific allocation of such distributions as between the
secured and unsecured portions of such claims, or otherwise to apply the
provisions of this paragraph as a mathematical formula.

                  Any Trustee who has resigned or been removed after the
beginning of such three-month period shall be subject to the provisions or this
subsection (a) as though such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the beginning of such three-month
period, it shall be subject to the provisions of this subsection (a) if and only
if the following conditions exist;

                  (i) the receipt of property or reduction of claim which would
         have given rise to the obligation to account, if such Trustee had
         continued as trustee, occurred after the beginning of such three-month
         period; and

                  (ii) such receipt of property or reduction of claim occurred
         within three months after such resignation or removal.

                           (b) There shall be excluded from the operation of
subsection (a) of this Section 8.13 a creditor relationship arising from:

                           (1) the ownership or acquisition of securities issued
         under any indenture, or any security or securities having a maturity of
         one year or more at the time of acquisition by the Trustee;

                           (2) advances authorized by a receivership or
         bankruptcy court of competent jurisdiction, or by this Indenture, for
         the purpose of preserving any property which shall at any time be
         subject to the lien of this Indenture or of discharging tax liens or
         other prior liens or encumbrances thereon, if notice of such advance
         arid of the circumstances surrounding the making thereof is given to
         the Debentureholders at the time and in the manner provided in Section
         6.04 with respect to reports pursuant to subsections (a) and (b)
         thereof, respectively;

                           (3) disbursements made in the ordinary course of
         business in the capacity of trustee under an indenture, transfer agent,
         registrar, custodian, paying agent, fiscal agent or depositary, or
         other similar capacity;

                           (4) an indebtedness created as a result of services
         rendered or premises rented; or an indebtedness created as a result of
         goods or securities sold in a cash transaction as defined in subsection
         (c) of this Section 8.13;

                           (5) the ownership of stock or of other securities of
         a corporation organized under the provisions of Section 25(a) of the
         Federal Reserve Act, as amended, which is directly or indirectly a
         creditor of the Company; or

                           (6) the acquisition, ownership, acceptance or
         negotiation of any drafts, bills of exchange, acceptances or
         obligations which fall within the classification of self-liquidating
         paper as defined in subsection (c) of this Section 8.13.


                                      -47-
<PAGE>

                           (c) As used in this Section 8.13:

                           (1) the term "default" shall mean any failure to make
         payment in full of the principal of or interest upon any of the
         Debentures or upon the other indenture securities when and as such
         principal or interest becomes due and payable;

                           (2) the tern "other indenture securities" shall mean
         securities upon which the Company is an obligor (as defined in the
         Trust Indenture Act of 1939) outstanding under any other indenture (A)
         under which the Trustee is also trustee, (B) which contains provisions
         substantially similar to the provisions of subsection (a) of this
         Section 8.13 and (C) under which a default exists at the time of the
         apportionment or the funds and property held in said special account;

                           (3) the term "cash transaction" shall mean any
         transaction in which full payment for goods or securities sold is made
         within seven days after delivery of the goods or securities in currency
         or in checks or other orders drawn upon banks or bankers and payable
         upon demand;

                           (4) the term "self-liquidating paper" shall mean any
         draft, bill of exchange, acceptance or obligation which is made, drawn,
         negotiated or incurred by the Company for the purpose of financing the
         purchase, processing, manufacture, shipment, storage or sale of goods,
         wares or merchandise and which is secured by documents evidencing tide
         to, possession of, or lien upon, the goods, wares or merchandise or the
         receivables or proceeds arising from the sale of the goods, wares or
         merchandise previously constituting the security; PROVIDED that the
         security is received by the Trustee simultaneously with the creation of
         a creditor relationship with the Company arising from the making,
         drawing, negotiating or incurring of the draft, bill of exchange,
         acceptance or obligation; and

                           (5) the term "Company" shall mean any obligor upon
         the Debentures.

                  SECTION 8.14. WITHHOLDINGS. The Trustee and any other paying
agent shall be entitled to withhold from all payments of principal of (and
premium, if any) and interest on the Debentures any amounts required to be
withheld under the applicable provisions of the Federal income tax laws of the
United States at the time of such payments. If the Company or any
Debentureholder shay furnish to the Trustee and any other paying agent (i) an
Opinion of Counsel to the effect that no withholding is required under the
applicable provisions of the Federal income tax law of the United States and
(ii) an indemnity agreement reasonably satisfactory to the Trustee and any other
paying agent, neither the Trustee nor such other paying agent shall withhold any
amounts from such payments.

                                  ARTICLE NINE

                         CONCERNING THE DEBENTUREHOLDERS

                  SECTION 9.01. ACTION BY DEBENTUREHOLDERS. Whenever in this
Indenture it is provided that the holders of a specified percentage in aggregate
principal amount of the Debentures may take any action (including the taking of
any demand or request, the giving of any notice, consent or waiver or the taking
of any other action), the fact that at the time of taking any


                                      -48-
<PAGE>

such action the holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by Debentureholders in person or by agent or proxy appointed in
writing, or (b) by the record of the holders of Debentures voting in favor
thereof at any meeting of Debentureholders duly called and held in accordance
with the provisions of Article Ten, or (c) by a combination of such instrument
or instruments and any such record of such a meeting of Debentureholders.
Whenever the Company or the Trustee solicits the taking of any action by the
holders of the Debenture, the Company or the Trustee may fix in advance of such
solicitation, a date as the record date for determining holders entitled to take
such action. The record date shall be not more than 15 days prior to the date of
commencement of solicitation of such action.

                  SECTION 9.02. PROOF OF EXECUTION BY DEBENTUREHOLDERS. Subject
to the provisions, of Sections 8.01, 8.02 and 10.05, proof of the execution of
any instrument by a Debentureholder or his agent or proxy shat! be sufficient if
made in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee. The holding of Debentures shall be proved by the registry of such
Debentures or by a certificate of the Debenture registrar.

                  The record of any Debentureholders' meeting shall be proved in
the manner provided in Section 10.06.

                  SECTION 9.03. WHO ARE DEEMED ABSOLUTE OWNERS. The Company, the
Trustee, any paying agent, any conversion agent and any Debenture registrar may
deem the person in whose name such Debenture shall be registered upon the boobs
of the Company to be, and may treat him as, the absolute owner of such Debenture
(whether or not such Debenture shall be overdue and notwithstanding any notation
of ownership or other writing thereon) for the purpose of receiving payment of
or on account of the principal of and premium, if any, and interest on such
Debenture, for conversion of such Debenture and for all other purposes; and
neither the Company nor the Trusty nor any paying agent nor any conversion agent
nor any Debenture registrar shall be affected by any notice to the contrary. All
such payments so made to any holder for the time being, or upon his order, shall
be valid, and, to the extent of the sum or sums so paid, effectual to satisfy
and discharge the liability for monies payable upon any such Debenture.

                  SECTION 9.04. COMPANY-OWNED DEBENTURES DISREGARDED. In
determining whether the holders of the requisite aggregate principal amount of
Debentures have concurred in any direction, consent, waiver or other action
under this Indenture, Debentures which are owned by the Company or any other
obligor on the Debentures or by any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
other obligor on the Debentures shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; PROVIDED that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, consent, waiver or other action only Debentures which a
Responsible Officer knows are so owned shall be so disregarded. Debentures so
owned which have been pledged in good faith may be regarded as outstanding for
the purposes of this Section 9.04 if the pledgee shall establish to the
satisfaction of the Trustee the pledgee's right to vote such Debentures and that
the pledgee is not the Company, any other obligor on the Debentures or a person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor. In the case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be


                                      -49-
<PAGE>

full protection to the Trustee. Upon request of the Trustee, the Company shall
furnish to the Trustee promptly an Officers' Certificate listing and identifying
all Debentures, if any, known by the Company to be owned or held by or for the
account of any of the above described persons; and, subject to Section 8.01, the
Trustee shall be entitled to accept such Officers' Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Debentures not
listed therein are outstanding for the purpose of any such determinations.

                  SECTION 9.05. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 9.01, of the taking of any action by the holders of the percentage in
aggregate principal amount of the Debentures specified in this Indenture in
connection with such action, any holder of a Debenture which is shown by the
evidence to be included in the Debentures the holders of which have consented to
such action may, by filing written notice with the Trustee at its Corporate
Trust Office and upon proof of holding as provided in Section 9.02, revoke such
action so far as concerns such Debenture. Except as aforesaid any such action
taken by the holder of any Debenture shall be conclusive and binding upon such
holder and upon all future holders and owners of such Debenture and of any
Debentures issued in exchange or substitution therefor, irrespective of whether
any notation in regard thereto is made upon such Debenture or any Debenture
issued in exchange or substitution therefor.

                                   ARTICLE TEN

                           DEBENTUREHOLDERS' MEETINGS

                  SECTION 10.01. PURPOSES OF MEETINGS. A meeting of
Debentureholders may be called at any time and from time to time pursuant to the
provisions of this Article Ten for any of the following purposes:

                           (1) to give any notice to the Company or to the
         Trustee or to give any directions to the Trustee permitted under this
         Indenture, or to consent to the waiving of any default hereunder and
         its consequences, or to take any other action authorized to be taken by
         Debentureholders pursuant to any of the provisions of Article Seven;

                           (2) to remove the Trustee and nominate a successor
         trustee pursuant to the provisions of Article Eight;

                           (3) to consent to the execution of an indenture or
         indentures supplemental hereto pursuant to the provisions of Section
         11.02; or

                           (4) to take any other action authorized to be taken
         by or on behalf of the holders of any specified aggregate principal
         amount of the Debentures under any other provision of this Indenture or
         under applicable law.

                  SECTION 10.02. CALL OF MEETINGS BY TRUSTEE. The Trustee may at
any time call a meeting of Debentureholders to take any action specified in
Section 10.01, to be held at such time and at such place in Honolulu, Hawaii or
New York, New York as the Trustee shall determine. Notice of every meeting of
the Debentureholders, setting forth the time and the place of such meeting and
in general terms the action proposed to be taken at such meeting and the
establishment


                                      -50-
<PAGE>

of any record date pursuant to Section 9.01, shall be mailed to holders of
Debentures at their addresses as they shall appear on the registry books of the
Company. Such notice shall also be mailed to the Company. Such notices shall be
mailed not less than twenty nor more than ninety days prior to the date fixed
for the meeting.

                  Any meeting of Debentureholders shall be valid without notice
if the holders of all Debentures then outstanding are present in person or by
proxy or if notice is waived before or after the meeting by the holders of all
Debentures outstanding, and if the Company and the Trustee are either present by
duly authorized representatives or have, before or after the meeting, waived
notice.

                  SECTION 10.03. CALL OF MEETINGS BY COMPANY OR
DEBENTUREHOLDERS. In case at any time the Company, pursuant to a resolution of
its Board of Directors, or the holders of at least ten percent in aggregate
principal amount of the Debentures then outstanding, shall have requested the
Trustee to call a meeting of Debentureholders, by written request setting forth
in reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within twenty days
after receipt of such request, then the Company or such Debentureholders may
determine the time and the place in Honolulu, Hawaii or New York, New York for
such meeting and may call such meeting to take any action authorized in Section
10.01, by mailing notice thereof as provided in Section 10.02.

                  SECTION 10.04. QUALIFICATIONS FOR VOTING. To be entitled to
vote at any meeting of Debentureholders a person shall (a) be a holder of one or
more Debentures on the record date pertaining to such meeting or (b) be a person
appointed by an instrument in writing as proxy by a holder of one or more
Debentures. The only persons who shall be entitled to be present or to speak at
any meeting of Debentureholders shall be the persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.

                  SECTION 10.05. REGULATIONS. Notwithstanding any other
provisions of this Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Debentureholders, in regard to proof
of the holding of Debentures and of the appointment of proxies, and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall think
fit.

                  The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Debentureholders as provided in Section 10.03, in which case
the Company or the Debentureholders calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the holders of a
majority in principal amount of the Debentures represented at the meeting and
entitled to vote at the meeting.

                  Subject to the provisions of Section 9.04, at any meeting each
Debentureholder or proxy shall be entitled to one vote for each $1,000 principal
amount of Debentures held or represented by him; PROVIDED, HOWEVER, that no vote
shall be cast or counted at any meeting in respect of any Debenture challenged
as not outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of Debentures held by him or instruments in writing as aforesaid duly
designating him as the person to


                                      -51-
<PAGE>

vote on behalf of other Debentureholders. Any meeting of Debentureholders duly
called pursuant to the provisions of Section 10.02 or 10.03 may be adjourned
from time to time by a majority of those present, whether or not constituting a
quorum, and the meeting may be held as so adjourned without further notice.

                  SECTION 10.06. VOTING. The vote upon any resolution submitted
to any meeting of Debentureholders shall be by written ballot on which shall be
subscribed the signatures of the holders of Debentures or of their
representatives by proxy and the principal amount of the Debentures held or
represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Debentureholders shall
be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 10.02. The record shall show the
principal amount of the Debentures voting in favor of or against any resolution.
The record shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one of the duplicates shall be
delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.

                  Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                  SECTION 10.07. NO DELAY OF RIGHTS BY MEETING. Nothing in this
Article Ten contained shall be deemed or construed to authorize or permit, by
reason of any call of a meeting of Debentureholders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrance or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to
the Debentureholders under any of the provisions of this Indenture or of the
Debentures.
                                 ARTICLE ELEVEN

                             SUPPLEMENTAL INDENTURES

                  SECTION 11.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
DEBENTUREHOLDERS. The Company, when authorized by the resolutions of the Board
of Directors, and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto for one or more of the following
purposes:

                           (a) to make provision with respect to the conversion
rights of the holders of Debentures pursuant to the requirements of Section
15.06;

                           (b) subject to Article Four, to convey, transfer,
assign, mortgage or pledge to the Trustee as security for the Debentures, any
property or assets;


                                      -52-
<PAGE>

                           (c) to evidence the succession of another corporation
to the Company, or successive successions, and the assumption bar the successor
corporation of the covenants, agreements and obligations of the Company pursuant
to Article Twelve hereof;

                           (d) to add to the covenants of the Company such
further covenants, restrictions or conditions as the Board of Directors and the
Trustee shall consider to be for the benefit of the holders of Debentures, and
to make the occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restrictions or conditions a default or an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; PROVIDED, HOWEVER, that in
respect of any such additional covenant, restriction or condition such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default;

                           (e) to provide for the issuance under this Indenture
of Debentures in coupon form (including Debentures registrable as to principal
only) and to provide for exchangeability of such Debentures with the Debentures
issued hereunder in fully registered form and to make all appropriate changes
for such purpose;

                           (f) to cure any ambiguity or to correct or supplement
any provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make such other provisions in regard to matters or
questions arising under this Indenture which shall not adversely affect the
interests of the holders of the Debentures;

                           (g) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Debentures; or

                           (h) to modify, eliminate or add to the provisions of
this Indenture to such extent as shall be necessary to effect the qualification
of this Indenture under the Trust Indenture Act of 1939, or under any similar
federal statute hereafter enacted, and to add to this Indenture such other
provisions as may be expressly permitted by the Trust Indenture Act of 1939,
excluding, however, the provisions referred to in Section 316(a)(2) of the Trust
Indenture Act of 1939 as in effect at the date as of which this instrument was
executed or any corresponding provisions provided for in any similar federal
statute hereafter enacted.

                  The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer and assignment of any property thereunder, but
the Trustee shall not be obligated to, but may in its discretion, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                  The Trustee may request an Opinion of Counsel to be delivered
by the Company to the Trustee stating that such supplemental indenture conforms
in all respects with the terms of the Trust Indenture Act of 1939 and with this
Article Eleven.


                                      -53-
<PAGE>

                  Any supplemental indenture authorized by the provisions of
this Section 11.01 may be executed by the Company and the Trustee without the
consent of the holders of any of the Debentures at the time outstanding,
notwithstanding any of the provisions of Section 11.02.

                  SECTION 11.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF
DEBENTUREHOLDERS. With the consent (evidenced as provided in Article Nine) of
the holders of a majority of the principal amount of the Debentures at the time
outstanding, the Company, when authorized by the resolutions of the Board of
Directors, and the Trustee may from time to time and at any time enter into an
indenture or indenture supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Debentures; PROVIDED, HOWEVER, that no such
supplemental indenture shall (i) extend the fixed maturity of any Debenture, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or premium, if any, thereon, or reduce any amount
payable on redemption thereof, or impair or affect the right of any
Debentureholder to institute suit for the payment thereof; or make the principal
thereof or interest or premium, if any, thereon payable in any coin or currency
other than that provided in the Debentures, or modify the provisions of this
Indenture with respect to the subordination of the Debentures in a manner
adverse to the Debentureholders, or impair the right to convert the Debentures
into Common Stock subject to the terms set forth herein, including Section
15.06, without the consent of the holder of each Debenture so affected, or (ii)
reduce the aforesaid percentage of Debentures, the holders of which are required
to consent to any such supplemental .indenture, without the consent of the
holders of all Debentures then outstanding.

                  Upon the request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any such supplemental indenture, and upon
the filing with the Trustee of evidence of the consent of Debentureholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion but shall not be obligated to, enter into
such supplemental indenture.

                  It shall not be necessary for the consent of the
Debentureholders under this Section 11.02 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

                  SECTION 11.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF
SUPPLEMENTAL INDENTURES. Any supplemental indenture executed pursuant to the
provisions of this Article Eleven shall comply with the Trust Indenture Act of
1939, as then in effect. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article Eleven, this Indenture shall be and
be deemed to be modified and amended in accordance therewith and the respective
rights, limitation of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the holders of Debentures shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.


                                      -54-
<PAGE>

                  SECTION 11.04. NOTATION ON DEBENTURES. Debentures
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article Eleven may bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company or the Trustee shall so determine, new Debentures so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this indenture contained in any such
supplemental indenture may be prepared and executed by the Company, at the
Company's expense, authenticated by the Trustee and delivered in exchange for
the Debentures then outstanding, upon surrender of such Debentures then
outstanding.

                  SECTION 11.05. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL
INDENTURE TO BE FURNISHED TRUSTEE. The Trustee, subject to the provisions of
Sections 8.01 and 8.02, may receive an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of this Article Eleven.

                                 ARTICLE TWELVE

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

                  SECTION 12.01. COMPANY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.
The Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:

                           (1) the Person formed by such consolidation or into
         which the Company is merged or the Person which acquires by conveyance
         or transfer, or which leases, the properties and assets of the Company
         substantially as an entirety shall be a corporation, partnership or
         trust, shall be organized and validly existing under the laws of the
         United States of America, any State thereof or the District of Columbia
         and shall expressly assume, by an indenture supplemental hereto,
         executed and delivered to the Trustee, in form satisfactory to the
         Trustee, the due and punctual payment of the principal of (and premium,
         if any) and interest on all the Debentures and the performance or
         observance of every covenant of this Indenture on the part of the
         Company to be performed or observed and shall have provided for
         conversion rights in accordance with Section 15.06; and

                           (2) immediately after giving effect to such
         transaction, no Event of Default, and no event which, after notice or
         lapse of time or both, would become an Event of Default, shall have
         happened and be continuing.

                  SECTION 12.02. SUCCESSOR CORPORATION TO BE SUBSTITUTED. In
case of any such consolidation, merger, sale, conveyance or lease and upon the
assumption by the successor corporation, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Debentures and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, such successor
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the party of the first part. Such
successor corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of Schuler Homes, Inc. any or all of the Debentures


                                      -55-
<PAGE>

issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor corporation
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver
any Debentures which previously shall have been signed and delivered by the
officers of the Company to the Trustee for authentication, and any Debentures
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Debentures so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Debentures theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Debentures had been issued at the date of the
execution hereof. In the event of any such consolidation, merger, sale,
conveyance or lease, the person named as the "Company" in the first paragraph of
this Indenture or any successor which shall thereafter have become such in the
manner prescribed in this Article Twelve may be dissolved, wound up and
liquidated at any time thereafter and such person shall be released from its
liabilities as obligor and maker of the Debentures and from its obligations
under this Indenture.

                  In case of any such consolidation, merger, sale, conveyance or
lease, such changes in phraseology and form (but not in substance) may be made
in the Debentures thereafter to be issued as may be appropriate.

                  SECTION 12.03. OPINION OF COUNSEL TO BE GIVEN TRUSTEE. The
Trustee, subject to Sections 8.01 and 8.02, shall receive an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, conveyance or lease and any such assumption
complies with the provisions of this Article Twelve.

                                ARTICLE THIRTEEN

                     SATISFACTION AND DISCHARGE OF INDENTURE

                  SECTION 13.01. DISCHARGE OF INDENTURE. When (a) the Company
shall deliver to the Trustee for cancellation all Debentures theretofore
authenticated (other than any Debentures which shall have been destroyed, lost
or stolen and in lieu of or in substitution for which other Debentures shall
have been authenticated and delivered) and not theretofore cancelled, or (b) all
the Debentures not theretofore cancelled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds
sufficient to pay at maturity or upon redemption all of the Debentures (other
than any Debentures which shall have been mutilated, destroyed, lost or stolen
and in lieu of or in substitution for which other Debentures shall have been
authenticated and delivered) not theretofore cancelled or delivered to the
Trustee for cancellation, including principal and premium, if any, and interest
due or to become due to such date of maturity or redemption date, as the case
may be, and if in either case the Company shall also pay or cause to be paid all
other sums payable hereunder by the Company, then this Indenture shall cease to
be of further effect (except as to (i) remaining rights of registration of
transfer, substitution and exchange and conversion of Debentures, (ii) rights
hereunder of Debentureholders to receive payments of principal of and premium,
if any, and interest on, the Debentures and the other rights, duties and
obligations of Debentureholders, as beneficiaries hereof with respect to the
amounts, if any, so deposited with the Trustee and (iii) the rights, obligations
and immunities of the Trustee hereunder), and the Trustee, on demand of the
Company accompanied by


                                      -56-
<PAGE>

an Officers' Certificate and an Opinion of Counsel as required by Section 16.05
and at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture; the Company,
however, hereby agreeing to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred by the Trustee and to compensate the
Trustee for any services thereafter reasonably and properly rendered by the
Trustee in connection with this Indenture or the Debentures.

                  SECTION 13.02. DEPOSITED MONIES TO BE HELD IN TRUST BY
TRUSTEE. Subject to Article Four and Section 13.04, all monies deposited with
the Trustee pursuant to Section 13.01 shall be held in trust and applied by it
to the payment, either directly or through any paying agent (including the
Company if acting as its own paying agent), to the holders of the particular
Debentures for the payment or redemption of which such monies have been
deposited with the Trustee, of all sums due and to become due thereon for
principal and interest and premium, if any.
                  SECTION 13.03. PAYING AGENT TO RELAY MONIES HELD. Upon the
satisfaction and discharge of this Indenture, all monies then held by any paying
agent of the Debentures (other than the Trustee) shall, upon demand of the
Company, be repaid to it or paid to the Trustee, and thereupon such paying agent
shall be released from all further liability with respect to such monies.

                  SECTION 13.04. RETURN OF UNCLAIMED MONIES. Any monies
deposited with or paid to the Trustee for payment of the principal of, premium,
if any, or interest on Debentures and not applied but remaining unclaimed by the
holders of Debentures for two years after the date upon which the principal of,
premium, if any, or interest on such Debentures, as the case may be, shall have
become due and payable, shaft be repaid to the Company by the Trustee on demand
and all liability of the Trustee shall thereupon cease with respect to such
monies; and the holder of any of the Debentures shall thereafter look only to
the Company for any payment which such holder may be entitled to collect.

                                ARTICLE FOURTEEN

                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

                  SECTION 14.01. INDENTURE AND DEBENTURES SOLELY CORPORATE
OBLIGATIONS. No recourse for the payment of the principal of or premium, if any,
or interest on any Debenture, or for any claim based thereon or otherwise in
respect thereof; and no recourse under or upon any obligation, covenant or
agreement of the Company in this Indenture or in any supplemental indenture, or
in any Debenture, or because of the creation of any indebtedness represented
thereby, shall be had against any past, present or future incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company
or any successor corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that all such liability is hereby expressly waived
and released as a condition of and as a consideration for, the execution of this
Indenture and the issue of the Debentures.


                                      -57-
<PAGE>

                                 ARTICLE FIFTEEN

                            CONVERSION OF DEBENTURES

                  SECTION 15.01. RIGHT TO CONVERT. Subject to and upon
compliance with the provisions of this Indenture, the holder of any Debenture
shall have the right, at his option, at any time on or before the close of
business on January 15, 2003 (except that, with respect to any Debenture or
portion of a Debenture which shall be called for redemption or delivered for
repurchase, such right shall terminate, except as provided in the third
paragraph of Section 15.02, at the close of business on the date fixed for
redemption of such Debenture or portion of a Debenture or the second trading day
preceding the Repurchase Date (as defined in Article Sixteen), as the case may
be, unless the Company shall default in payment due upon redemption thereof) to
convert the principal amount of any such Debenture, or any portion of such
principal amount which is $1,000 or a multiple thereby into that number of fully
paid and nonassessable shares of Common Stock (as such shares shall then be
constituted) obtained by dividing the principal amount of the Debenture or
portion thereof surrendered for conversion by the conversion price in effect at
such time, by surrender of the Debenture so to be converted in whole or in part
in the manner provided in Section 15.02. A holder of Debentures is not entitled
to any rights of a holder of Common Stock until such holder has converted his
Debentures to Common Stock, and only to the extent such Debentures are deemed to
have been converted to Common Stock under this Article Fifteen.

                  SECTION 15.02. EXERCISE OF CONVERSION PRIVILEGE; ISSUANCE OF
COMMON STOCK ON CONVERSION; NO ADJUSTMENT FOR INTEREST OR DIVIDENDS. In order to
exercise the conversion privilege, the holder of any Debenture to be converted
in whole or in part shall surrender such Debenture, duly endorsed, at an office
or agency maintained by the Company pursuant to Section 5.02, accompanied by the
funds, if any, required by the last paragraph of this Section, and shall give
written notice of conversion in the form provided on the Debentures (or such
other notice which is acceptable to the Company) to the Company at such office
or agency that the holder elects to convert such Debenture or the portion
thereof specified in said notice. Such notice shall also state the name or names
(with address) in which the certificate or certificates for shares of Common
Stock which shall be issuable on such conversion shall be issued, and shall be
accompanied by transfer taxes, if required pursuant to Section 15.07. Each
Debenture surrendered for conversion shall, unless the shares issuable on
conversion are to be issued in the same name as the registration of such
Debenture, be duly endorsed by, or be accompanied by instruments of transfer in
form satisfactory to the Company duly executed by, the holder or his duly
authorized attorney.

                  As promptly as practicable after the surrender of such
Debenture and the receipt of such notice and funds, if any, as aforesaid, the
Company shall issue and shall deliver at such office or agency to such holder,
or on his written order, a certificate or certificates for the number of full
shares issuable upon the conversion of such Debenture or portion thereof in
accordance with the provisions of this Article and a check or cash in respect of
any fractional interest in respect of a share of Common Stock arising upon such
conversion, as provided in Section 15.03. In case any Debenture of a
denomination greater than $1,000 shall be surrendered for partial conversion,
and subject to Section 2.03, the Company shall execute and the Trustee shall
authenticate and deliver to or upon the written order of the holder of the
Debenture so surrendered, without charge to him, a new Debenture or Debentures
in authorized denominations in an aggregate principal amount equal to the
unconverted portion of the surrendered Debenture.


                                      -58-
<PAGE>

                  Each conversion shall be deemed to have been effected on the
date on which such Debenture shall have been surrendered (accompanied by the
funds, if any, required by the last paragraph of this Section) and such notice
shall have been received by the Company, as aforesaid, and the person in whose
name any certificate or certificates for shares of Common Stock shall be
issuable upon such conversion shall be deemed to have become on said date the
holder of record of the shares represented thereby; PROVIDED, HOWEVER, that any
such surrender on any date when the stock transfer books of the Company shall be
closed shall constitute the person in whose name the certificates are to be
issued as the record holder thereof for all purposes on the next succeeding day
on which such stock transfer books are open, but such conversion shall be at the
conversion price in effect on the date upon which such Debenture shall have been
surrendered.

                  Any Debenture or portion thereof surrendered for conversion
during the period from the close of business on the record date for any interest
payment date to the opening of business on such interest payment date shall
(unless such Debenture or portion thereof being converted shall have been called
for redemption on a date in such period) be accompanied by payment, in funds
acceptable to the Company, of an amount equal to the interest otherwise payable
on such interest payment date on the principal amount being converted; PROVIDED,
HOWEVER, that no such payment need be made if there shall exist at the time of
conversion a default in the payment of interest on the Debentures. An amount
equal to such payment shall be paid by the Company on such interest payment date
to the holder of such Debenture at the close of business on such record date;
PROVIDED, HOWEVER, that if the Company shall default in the payment of interest
on such interest payment date, such amount shall be paid to the person who made
such required payment. Except as provided above in this Section, no adjustment
shall be made for interest accrued on any Debenture converted or for dividends
on any shares issued upon the conversion of such Debenture as provided in this
Article. In the event that any Debenture or portion thereof which has been
called for redemption on a date during the period from the close of business on
the record date for any interest payment date to the opening of business on such
interest payment date is surrendered for conversion during such period, interest
shall be payable to the holder of such Debenture on account of such Debenture or
portion thereof.

                  SECTION 15.03. CASH PAYMENTS IN LIEU OF FRACTIONAL SHARES. No
fractional shares of Common Stock or scrip representing fractional shares shall
be issued upon conversion of Debentures. If more than one Debenture shall be
surrendered for conversion at one time by the same holder, the number of full
shares which shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Debentures (or specified portions thereof
to the extent permitted hereby) so surrendered. If any fractional share of stock
would be issuable upon the conversion of any Debenture or Debentures, the
Company shall make an adjustment therefor in cash at the current market value
thereof. The current market value of a share of Common Stock shall be the
Closing Price on the first day (which is not a Legal Holiday as defined in
Section 17.06) immediately preceding the day on which the Debentures (or
specified portions thereof) are deemed to have been converted and such Closing
Price shall be determined as provided in subsection (f) of Section 15.05.

                  SECTION 15.04. CONVERSION PRICE. The conversion price shall be
as specified in the form of Debenture hereinabove set forth, subject to
adjustment as provided in this Article.


                                      -59-
<PAGE>

                  SECTION 15.05. ADJUSTMENT OF CONVERSION PRICE. The conversion
price shall be adjusted from time to time by the Company as follows:

                           (a) In case the Company shall (i) pay a dividend, or
make a distribution, in shares of its Common Stock, on its Common Stock, (ii)
subdivide its outstanding Common Stock into a greater number of shares or (iii)
combine its outstanding Common Stock into a smaller number of shares, the
conversion price in effect immediately prior thereto shall be adjusted so that
the holder of any Debenture thereafter surrendered for conversion shall be
entitled to receive the number of shares of Common Stock of the Company which he
would have owned or have been entitled to receive after the happening of any of
the events described above had such Debenture been converted immediately prior
to the happening of such event. An adjustment made pursuant to this subsection
(a) shall become effective immediately after the record date in the case of a
dividend and shall become effective immediately after the effective date in the
case of subdivision or combination. .

                           (b) In case the Company shall issue rights or
warrants to all holders of its Common Stock entitling them (for a period
expiring within 45 days after the record date mentioned below) to subscribe for
or purchase Common Stock at a price per share less than the current market price
per share of Common Stock (as determined in accordance with subsection (f)
below) at the record date for the determination of stockholders entitled to
receive such rights or warrants, except as provided in subsection (f) below, the
conversion price in effect immediately prior thereto shall be adjusted so that
the same shall equal the price determined by multiplying the conversion price in
effect immediately prior to the date of issuance of such rights or warrants by a
fraction of which the numerator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights or warrants plus the number
of shares which the aggregate offering price of the total number of shares so
offered would purchase at such current market price (determined by multiplying
the total number of shares by the exercise price of such rights or warrants and
dividing the product so obtained by the current market price), and of which the
denominator shall be the number of shares of Common Stock outstanding on the
date of issuance of such rights or warrants plus the number of additional shares
of Common Stock offered for subscription or purchase. Such adjustment shall be
made successively whenever any such rights or warrants are issued, and shall
become effective immediately after such record date. Except as provided in
subsection (f) below in determining whether any rights or warrants entitle the
holders to subscribe for or purchase shares of Common Stock at less than such
current market price, and in determining the aggregate offering price of such
shares of Common Stock, there shall be taken into account any consideration
received by the Company for such rights or warrants, the value of such
consideration, if other than cash, to be determined by the Board of Directors of
the Company whose determination shall be conclusive and described in a
certificate filed with the Trustee. Upon the expiration of any right or warrant
to purchase Common Stock the issuance of which resulted in an adjustment in the
conversion price pursuant to this subsection (b), if any such right or warrant
shall expire and shall not have been exercised, the conversion price shall
immediately upon such expiration be recomputed to the conversion price which
would have been in effect had the adjustment of the conversion price made upon
the issuance of such rights or warrants been made on the basis of offering for
subscription or purchase only that number of shares of Common Stock actually
purchased upon the exercise of such rights or warrants actually exercised.

                           (c) In case the Company shall distribute to all
holders of its Common Stock any shares of capital stock of the Company (other
than Common Stock) or evidences of its


                                      -60-
<PAGE>

indebtedness or assets (excluding cash dividends or other distributions to the
extent paid from retained earnings of the Company) or rights or warrants to
subscribe for or purchase any of its securities (excluding those referred to in
subsection (b) above), then, except as provided in subsection (f) below, in each
such case the conversion price shall be adjusted so that the same shall equal
the price determined by multiplying the conversion price in effect immediately
prior to the date of such distribution by a fraction of which the numerator
shall be the current market price per share (as defined in subsection (f) below)
of the Common Stock on the record date mentioned below less the fair market
value on such record date (as determined by the Board of Directors of the
Company, whose determination shall be conclusive, and described in a certificate
filed with the Trustee) of the portion of the capital stock or assets or
evidences of indebtedness so distributed or of such rights or warrants
applicable to one share of Common Stock, and the denominator shall be the market
price per share (as defined in subsection (f) below) of the Common Stock on such
record date. Such adjustment shall become effective immediately after the record
date for the determination of stockholders entitled to receive such
distribution, except as provided in subsection (f) below.

                           (d) In case the Company shall, by dividend or
otherwise, distribute to all holders of its Common Stock cash in an aggregate
amount that, combined together with (1) the aggregate amount of any other
distributions to alt holders of its Common Mock made exclusively in cash within
the 12 months preceding the date of payment of such distribution and in respect
of which no adjustment pursuant to this paragraph (d) has been made and (2) the
aggregate of any cash plus the fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and described in a Board
Resolution) of consideration payable in respect of any tender offer by the
Company or any of its Subsidiaries for all or any portion of the Common Stock
concluded within the 12 months preceding the date of payment of such
distribution and in respect of which no adjustment pursuant to paragraph (e) of
this Section has been made, exceeds 10% of the product of the current market
price per share of the Common Stock on the date for the determination of holders
of shares of Common Stock entitled to receive such distribution times the number
of shares of Common Stock outstanding on such date, then, and in each such case,
immediately after the close of business on such date for determination, the
conversion price shall be reduced so that the same shall equal the price
determined by multiplying the conversion price in effect immediately prior to
the close of business on the date fixed for determination of the stockholders
entitled to receive such distribution by a fraction (i) the numerator of which
shall be equal to the current market price per share (determined as provided in
paragraph (f) of this Section) of the Common Stock on the date fixed for such
determination less an amount equal to the quotient of (x) the excess of such
combined amount over such 10% and (y) the number of shares of Common Stock
outstanding on such date for determination and (ii) the denominator of which
shall be equal to the current market price per share (determined as provided in
paragraph (f) of this Section) of the Common Stock on such date for
determination.

                           (e) In case a tender offer made by the Company or any
Subsidiary for all or any portion of the Common Stock shall expire and such
tender offer (as amended at the time of the expiration thereof) shall require
the payment to stockholders (based on the acceptance (up to any maximum
specified in the terms of the tender offer) of Purchased Shares (as defined
below)) of an aggregate consideration having a fair market value (as determined
by the Board of Directors, whose determination shall be conclusive and described
in a Board Resolution) that combined together with (1) the aggregate of the cash
plus the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a Board Resolution) as of the


                                      -61-
<PAGE>

expiration of such tender offer, of consideration payable in respect of any
other tender offer, by the Company or any Subsidiary for all or any portion of
the Common Stock expiring within the 12 months preceding the expiration of such
tender offer and in respect of which no adjustment pursuant to this paragraph
(e) has been made and (2) the aggregate amount of any distributions to all
holders of the Company's Common Stock made exclusively in cash within 12 months
preceding the expiration of such tender offer and in respect of which no
adjustment pursuant to paragraph (d) of this Section has been made, exceeds 10%
of the product of the current market price per share of the Common Stock
(determined as provided in paragraph (f) of this Section) as of the last time
(the "Expiration Time") tenders could have been made pursuant to such tender
offer (as it may be amended) times the number of shares of Common Stock
outstanding (including any tendered shares) on the Expiration Time, then, and in
each such case, immediately prior to the opening of business on the day after
the date of the Expiration Time, the conversion price shall be adjusted so that
the same shall equal the price determined by multiplying the conversion price in
effect immediately prior to close of business on the date of the Expiration Time
by a fraction (i) the numerator of which shall be equal to (A) the product of
(I) the current market price per share of the Common Stock (determined as
provided in paragraph (f) of this Section) on the date of the Expiration Time
and (H) the number of shares of Common Stock outstanding (including any tendered
shares) on the Expiration Time less (B) the amount of cash plus the fair market
value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender offer) of Purchased Shares, and (ii) the denominator of which
shall be equal to the product of (A) the current market price per share of the
Common Stock (determined as provided in paragraph (f) of this Section) as of the
Expiration Time and (B) the number of shares of Common Stock outstanding
(including any tendered shares) as of the Expiration Time less the number of all
shares validly tendered and not withdrawn as of the Expiration Time (the shares
deemed so accepted up to any such maximum, being referred to as the "Purchased
Shares").

                           (f) For the purpose of any computation under
paragraphs (b), (c), (d) and (e) of this Section, the current market price per
share of Common Stock on any date shall be deemed to be the average of the daily
Closing Prices for the five consecutive Trading Days selected by the Company
commencing not more than twenty Trading Days before, and ending not later than,
the earlier of the day in question and the day before the "ex" date with respect
to the issuance or distribution requiring such computation. The "Closing Price"
for each Trading Day shall be the reported last sale price regular way or, in
case no such reported sale takes place on such day, the average of the reported
closing bid and asked prices regular way, in either case on the New York Stock
Exchange or, if the Common Stock is not listed or admitted to trading on such
Exchange, on the principal national securities exchange on which the Common
Stock is listed or admitted to trading or, if not listed or admitted to trading
on any national securities exchange, on the National Association of Securities
Dealers Automated Quotations system ("NASDAQ") National Market System
("NASDAQ/NMS") or, if not listed or admitted to trading on NASDAQ/NMS, on
NASDAQ, or, if the Common Stock is not listed or admitted to trading on any
national securities exchange or NASDAQ/NMS or quoted on NASDAQ, the average of
the closing bid and asked prices in the over-the-counter market as furnished by
any New York Stock Exchange member firm selected from time to time by the
Company for that purpose. For purposes of this paragraph, the teen "`ex' date,"
when used with respect to any issuance of distribution, shall mean the first
date on which the Common Stock trades regular way on such exchange or in such
market without the right to receive such issuance or distribution.


                                      -62-
<PAGE>

                           (g) No adjustment in the conversion price shall be
required unless such adjustment would require an increase or decrease of at
least 1% in such price; PROVIDED, HOWEVER, that any adjustments which by reason
of this subsection (g) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Article Fifteen shall be made by the Company and shall be made to the nearest
cent or to the nearest one hundredth of a share, as the case may be. Anything in
this Section 15.05 to the contrary notwithstanding, the Company shall be
entitled to make such reductions in the conversion price, in addition to those
required by this Section 15.05, as it in its discretion shall determine to be
advisable in order that any stock dividends, subdivision of shares, distribution
of rights to purchase stock or securities, or a distribution of securities
convertible into or exchangeable for stock hereafter made by the Company to its
stockholders shall not be taxable.

                           (h) Whenever the conversion price is adjusted as
herein provided, the Company shall promptly file with the Trustee and any
conversion agent other than the Trustee an Officers' Certificate setting forth
the conversion price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment. Promptly after delivery of much
certificate, the Company shall prepare a notice of such adjustment of the
conversion price setting forth the adjusted conversion price and the date on
which such adjustment becomes effective and shall mail or cause to be mailed
such notice of such adjustment of the conversion price to the holder of each
Debenture at his last address appearing on the Debenture register provided for
in Section 2.05 of the Indenture.

                           (i) In any case in which this Section 15.05 provides
that an adjustment shall become effective immediately after a record date for an
event, the Company may defer until the occurrence of such event (i) issuing to
the holder of any Debenture converted after such record date and before the
occurrence of such event the additional shares of Common Stock issuable upon
such conversion by reason of the adjustment required by such event over and
above the Common Stock issuable upon such conversion before giving effect to
such adjustment and (ii) paying to such holder any amount in cash in lieu of any
fraction pursuant to Section 15.03.

                  SECTION 15.06. EFFECT OF RECLASSIFICATION, CONSOLIDATION,
MERGER OR SALE. If any of the following events occur, namely (i) any
reclassification or change of outstanding shares of Common Stock (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination), (ii) any
consolidation, merger or combination of the Company with another corporation as
a result of which holders of Common Stock shall be entitled to receive stock,
securities or other property or assets (including cash) with respect to or in
exchange for such Common Stock, or (iii) any sale or conveyance of the
properties and assets of the Company as, or substantially as, an entirety to any
other corporation as a result of which holders of Common Stock shall be entitled
to receive stock, securities or other property or assets (including cash) with
respect to or in exchange for such Common Stock shall occur, then the Company or
the successor or purchasing corporation, as the case may be, shall execute with
the Trustee a supplemental indenture (which shall conform to the Trust Indenture
Act of 1939 as in force at the date of execution of such supplemental indenture)
providing that each Debenture shall be convertible into the kind and amount of
shares of stock and other securities or property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance by a holder of a number of shares of Common
Stock issuable upon conversion of such Debentures immediately prior to such
reclassification, change, consolidation, merger,

                                      -63-
<PAGE>

combination, sale or conveyance. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article.

                  The Company shall cause notice of the execution of such
supplemental indenture to be mailed to each holder of Debentures, at his address
appearing on the Debenture register provided for in Section 2.05 of this
Indenture.

                  The above provisions of this Section shall similarly apply to
successive reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

                  SECTION 15.07. TAXES ON SHARES ISSUED. The issue of stock
certificates on conversions of Debentures shall be made without charge to the
converting Debentureholder for any tax in respect of the issue thereof. The
Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issue and delivery of stock is any name
other than that of the holder of any Debenture converted, and the Company shall
not be required to issue or deliver any such stock certificate unless and until
the person or persons requesting the issue thereof shall have paid to the
Company the amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid.

                  SECTION 15.08. RESERVATION OF SHARES; SHARES TO BE FULLY PAID:
COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS; LISTING OF COMMON STOCK. The Company
shall use its best efforts to provide, free from preemptive rights, out of its
authorized but unissued shares or shares held in treasury, sufficient shares to
provide for the conversion of the Debentures from time to time as such
Debentures are presented for conversion.

                  Before taking any action which would cause an adjustment
reducing the conversion price below the then par value, if any, of the shares of
Common Stock issuable upon conversion of the Debentures, the Company will take
all corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue shares of such Common Stock
at such adjusted conversion price.

                  The Company covenants that all shares of Common Stock which
may be issued upon conversion of Debentures will upon issue be fully paid and
nonassessable by the Company and free from all taxes, liens and charges with
respect to the issue thereof.

                  The Company covenants that if any shares of Common Stock to be
provided for the purpose of conversion of Debentures hereunder require
registration with or approval of any governmental authority under any Federal or
State law before such shares may be validly issued upon conversion, the Company
will in good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be.

                  The Company further covenants that if at any time Common Stock
shall be listed on the New York Stock Exchange or any other national securities
exchange the Company will, if permitted by the rules of such exchange, list and
keep listed so long as the Common Stock shall be so listed on such exchange, all
Common Stock issuable upon conversion of the Debentures.

                  SECTION 15.09. RESPONSIBILITY OF TRUSTEE. The Trustee and any
other conversion agent shall not at any time be under any duty or responsibility
to any holder of Debentures to determine whether any facts exist which may
require any adjustment of the


                                      -64-
<PAGE>

conversion price or other adjustment or with respect to the nature or extent or
calculation of any such adjustment when made, or with respect to the method
employed, or herein or in any supplemental indenture provided to be employed, in
making the same. The Trustee and any other conversion agent shall not be
accountable with respect to the validity or value (or the kind or amount) of any
shares of Common Stock, or of any securities or property, which may at any time
be issued or delivered upon the conversion of any Debenture; and the Trustee and
any other conversion agent make no representations with respect thereto. Subject
to the provisions of Section 8.01, neither the Trustee nor any conversion agent
shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
properly or cash upon the surrender of any Debenture for the purpose of
conversion or to comply with any of the duties, responsibilities or covenants of
the Company contained in this Article. Without limiting the generality of the
foregoing, neither the Trustee nor any conversion agent shall be under any
responsibility to determine the correctness of any provisions contained in any
supplemental indenture entered into pursuant to Section 15.06 relating either to
the kind or amount of shares of stock or securities or property (including cash)
receivable by Debentureholders upon the conversion of their Debentures after any
event referred to in such Section 15.06 or to any adjustment to be made with
respect thereto, but, subject to the provisions of Section 8.01, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officers' Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

                  SECTION 15.10. NOTICE TO HOLDERS PRIOR TO CERTAIN ACTIONS. In
case:

                           (a) the Company shall declare a dividend (or any
other distribution) on its Common Stock (other than in cash out of retained
earnings); or

                           (b) the Company shall authorize the granting to the
holders of its Common Stock of rights or warrants to subscribe for or purchase
any share of any class or any other rights or warrants; or

                           (c) of any reclassification of the Common Stock of
the Company (other than a subdivision or combination of its outstanding Common
Stock, or a change in par value, or from par value to no par value, or from no
par value to par value), or of any consolidation or merger to which the Company
is a party and for which approval of any shareholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company; or

                           (d) of the voluntary or involuntary dissolution,
liquidation or winding-up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each
holder of Debentures at his address appearing on the Debenture register,
provided for in Section 2.05 of this Indenture, as promptly as possible but in
any event at least fifteen days prior to the applicable date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution or rights or warrants, or, if a
record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution or rights are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding-up is expected to
become effective or occurring and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their


                                      -65-
<PAGE>

Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding-up.

                                 ARTICLE SIXTEEN

                     REPURCHASE OF SECURITIES AT THE OPTION
                         OF THE HOLDER UPON A RISK EVENT

                  SECTION 16.01. RIGHT TO REQUIRE PURCHASE. In the event that a
Risk Event (as hereinafter defined) shall occur, each holder shall have the
right, at the holders option, to require the Company to repurchase, and upon the
exercise of such right of the Company shall repurchase, all of such holder's
Debentures, or any portion of the principal amount thereof that is an integral
multiple of $1,000 on the date (the "Repurchase Date") that is 45 days after the
date of the Company Notice (as defined in Section 16.02) at a purchase price
equal to 100% of the principal amount of the Debentures to be repurchased (the
"Repurchase Price"), together in each case with accrued interest to the
Repurchase Date. Such right to require the repurchase of the Debentures shall
not continue after a discharge of the Company from its obligations with respect
to the Debentures in accordance with Article Thirteen, unless a Risk Event shall
have occurred prior to such discharge. At the option of the Company, the
Repurchase Price may be paid in cash, or, except as otherwise provided in
Section 16.02(g), by delivery of Common Stock having a fair market value equal
to the Repurchase Price; PROVIDED that payment may not be made in Common Stock
unless at the time of payment such stock is listed on a national securities
exchange or quoted on the NASDAQ/NMS. For purposes of this Section, the fair
market value of Common Stock shall be equal to 95% of the average of the Quoted
Prices (as hereinafter defined in Section 16.03) for the five consecutive
trading days ending on and including the third trading day immediately preceding
the Repurchase Date.

                  SECTION 16.02. NOTICE; METHOD OF EXERCISING REPURCHASE RIGHT.
ETC.

                           (a) Unless the Company shall have theretofore called
for redemption all outstanding Debentures, on or before the 30th day after the
occurrence of a Risk Event, the Company or, at the request of the Company, the
Trustee, shall mail to all Debentureholders a notice (the "Company Notice") of
the occurrence of the Risk Event and of the repurchase right set forth herein
arising as a result thereof. The Company shall also deliver a copy of such
notice of a repurchase right to the Trustee and cause a copy of such notice of a
repurchase right, or a summary of the information contained therein, to be
published in a newspaper of general circulation in the Borough of Manhattan, the
City of New York and Honolulu, Hawaii.

                  Each notice of a repurchase right shall state:

                           (1) the Repurchase Date;

                           (2) the date by which the repurchase right must be
         exercised;

                           (3) the Repurchase Price;


                                      -66-
<PAGE>

                           (4) a description of the procedure which a holder
         must follow to exercise a repurchase right; and

                           (5) a conversion price then in effect, the date on
         which the right to convert the principal amount of the Debentures to be
         repurchased will terminate and the place or places where such
         Debentures may be surrendered for conversion.

                  In addition, at least two Business Days preceding the
Repurchase Date, the Company shall cause to be published, in a newspaper of
general circulation in the Borough of Manhattan, the City of New York, and
Honolulu, Hawaii, a notice specifying whether the Repurchase Price will be
payable in cash or in Common Stock.

                  No failure of the Company to give the foregoing notices or
defect therein shall limit any holder's right to exercise a repurchase right or
affect the validity of the proceedings for the repurchase of Debentures.

                           (b) To exercise a repurchase right, a holder shall
deliver to the Trustee on or before the 30th day after the date of the Company
Notice (i) written notice of the holder's exercise of such right, which notice
shall set forth the name of the holder, the principal amount of the Debentures
to be repurchased, a statement that an election to exercise the repurchase right
is being made thereby, and, in the event that the Repurchase Price shall be paid
in Common Stock, the name or names with addresses in which the certificate or
certificates for Common Stock shall be issued, and (ii) the Debentures with
respect to which the repurchase right is being exercised, duly endorsed for
transfer to the Company. Such written notice shall be irrevocable, except that
the right of the holder to convert the Debentures with respect to which the
repurchase right is being exercised shall continue until the close of business
on the second trading day preceding the Repurchase Date.

                           (c) In the event a repurchase right shall be
exercised in accordance with the terms hereby the Company shall pay or cause to
be paid the Repurchase Price at the Company's option in cash or Common Stock, as
provided above, to the holder on the Repurchase Date (or, if Common Stock is to
be paid) as promptly after the Repurchase Date as practicable, together with
accrued and unpaid interest to the Repurchase Date payable with respect to the
Debentures as to which the repurchase right has been exercised; PROVIDED,
however, that in the case of any Debentures delivered for repurchase on a
Repurchase Date between a record date and the next succeeding interest payment
date, no interest shall be paid on such Repurchase Date, but shall instead be
payable to the holders of such Debentures registered as such on the relevant
record date subject to the terms and provisions of Section 2.03 hereof.

                           (d) Any issuance of Common Stock in respect of the
Repurchase Price shall be deemed to have been effected immediately prior to the
close of business on the Repurchase Date and the Person or Persons in whose dame
or names any certificate or certificates for Common Stock shall be issuable upon
such repurchase shall be deemed to have become on the Repurchase Date the holder
or holders of record of the shares represented thereby; PROVIDED, HOWEVER, that
any surrender for repurchase on a date when the stock transfer books of the
Company shall be closed shall constitute the Person or Persons in whose name or
names the certificate or certificates for such shares are to be issued as the
recordholder or holders thereof for all purposes at the opening of business on
the next succeeding day on which such stock transfer books are open. No payment
or


                                      -67-
<PAGE>

adjustment shall be made for dividends or distribution on any Common Stock
issued upon repurchase of any Debenture.

                           (e) No fractions of shares or scrip representing
fractions of shares shall be issued upon repurchase of Debentures. If more than
one Debenture shall be repurchased from the same holder and the Repurchase Price
shall be payable in Common Stock, the number of full shares which shall be
issuable upon such repurchase shall be computed on the basis of the aggregate
principal amount of the Debentures so repurchased. Instead of any fractional
Common Stock which would otherwise be issuable on the repurchase of any
Debenture or Debentures, the Company will deliver to the applicable holder its
check for the current market value of such fractional share. The current market
value of a fraction of a share is determined by multiplying the current market
price of a full share by the fraction, and rounding the result to the nearest
cent. For purposes of this Section, the current market price of Common Stock is
the Quoted Price of the Common Stock on the last trading day prior to the
Repurchase Date.

                           (f) Any issuance and delivery of certificates for
Common Stock on repurchase of Debentures shall be made without charge to the
holder of Debentures being repurchased for such certificates or for any tax or
duty in respect of the issuance or delivery of such certificates or the
securities represented thereby; PROVIDED, HOWEVER, that the Company shall not be
required to pay any tax or duty which may be payable in respect of (i) income of
the holder or (ii) any transfer involved in the issuance or delivery of
certificates for Common Stock in a name other than that of the holder of the
Debentures being repurchased, and no such issuance or delivery shall be made
unless and until the person requesting such issuance or delivery has paid to the
Company the amount of any such tax or duty or has established, to the
satisfaction of the Company, that such tax or duty has been paid.

                           (g) If any Common Stock to be issued upon repurchase
of Debentures hereunder require registration with or approval of any
governmental authority under any federal or state law before such shares may be
validly issued or delivered upon repurchase, the Company covenants that it will
in good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be, PROVIDED, HOWEVER, that nothing in
this Section shall be deemed to affect in any way the obligations of the Company
to repurchase debentures as provided in this Article and if such registration is
not completed or does not become effective or such approval is not obtained
prior to the Repurchase Date, the Repurchase Price shall be paid in cash.

                           (h) The Company covenants that all Common Stock which
may be issued upon repurchase of Debentures will upon issue be duly and validly
issued and fully paid and nonassessable.

                           (i) If any Debenture surrendered for repurchase shall
not be so paid on the Repurchase Date, the principal shall, until paid, bear
interest to the extent permitted by applicable law from the Repurchase Date at
the rate borne by the Debenture and each Debenture shall remain convertible into
Common Stock until the principal of such Debenture shall have been paid or duly
provided for.

                           (j) Any Debenture which is to be repurchased only in
part shall be surrendered to the Trustee (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed


                                      -68-
<PAGE>

by, the holder thereof or his attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and deliver to the
holder of such Debenture without service charge, a new Debenture or Debentures,
of any authorized denomination as requested by such holder in aggregate
principal amount equal to and in exchange for the unrepurchased portion of the
principal of the Security so surrendered.

                  SECTION 16.03. CERTAIN DEFINITIONS.

                  For purposes of this Article:

                           (a) the term "beneficial owner" shall be determined
in accordance with Rule 13d-3, as in effect on the date of the original
execution of this Indenture, promulgated by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended;

                           (b) the term "Capital Stock" shall mean capital stock
of the Company that does not rank prior, as to the payment of dividends or as to
the distribution of assets upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Company, to shares of capital stock of any
other class of the Company;

                           (c) The term "Person" shall include any syndicate or
group which would be deemed to be a "person" under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, as in effect on the date of the
original execution of this Indenture;

                           (d) the term "Quoted Price" of the Common Stock shall
mean the last sale price regular way or, in case no such sale takes place on
such day, the average of the closing bid and asked prices regular way, in either
case on the NASDAQ/NMS as reported by NASDAQ, or, if the Common Stock is not
authorized for quotation on the NASDAQ/NMS, on the New York Stock Exchange
Composite Tape (the "Composite Tape"), or, if the Common Stock is not listed or
admitted to trading on such Exchange, on the national securities exchange in or
nearest to the City of New York on which the Common Stock is listed or admitted
to trading, or if the Common Stock is not listed or admitted to trading, or if
the Common Stock is not listed or admitted to trading on any national securities
exchange, the last sale price regular way or, in case no such sale takes place
on such day, the average of the highest reported bid and lowest reported asked
prices as furnished by the National Association of Securities Dealers, Inc.
through NASDAQ or a similar organization if NASDAQ is no longer reporting such,
or if on any such trading day the Common Stock is not quoted by any such
organization, the fair value of a Common Stock on such day, as determined by the
Board of Directors of the Company; and

                           (e) a "Risk Event" shall be deemed to have occurred
at such time after the original issuance of the Debentures as:

                           (i) any Person (other than James K. Schuler and his
         heirs and assigns) is or becomes the beneficial owner, directly or
         indirectly, through a purchase, merger or other acquisition transaction
         or series of transactions, of shares of Capital Stock of the Company
         entitling such Person to exercise 50% or more of the total voting power
         of all shares of capital stock of the Company entitled to vote
         generally in the election of directors (any shares of voting stock of
         which such person or group is the beneficial owner that are not then
         outstanding being deemed outstanding for purposes of calculating such
         percentage); or


                                      -69-
<PAGE>

                           (ii) any consolidation of the Company with, or merger
         of the Company into, any other person, any merger of another Person
         into the Company, or any sales or transfer of all or substantially all
         of the assets of the Company to another Person (other than a merger (x)
         which does not result in any reclassification, conversion, exchange or
         cancellation of outstanding shares of capital stock or (y) which is
         effected solely to change the jurisdiction of incorporation of the
         Company and results in a reclassification, conversion or exchange of
         outstanding Common Shares into solely Common Stock);

PROVIDED, HOWEVER, that a Risk Event shall not be deemed to have occurred if
either (i) the Quoted Price on any five trading days during the 10 trading day
period immediately preceding the date of the Risk Event shall equal or exceed
105% of the Conversion Price in effect on such trading day or (ii) at least 90%
of the consideration (excluding cash payments for fractional shares) to be paid
for the Common Stock in the transaction or transactions constituting Risk Event
consists of shares of common stock traded on a national securities exchange or
quoted on the NASDAQ National Market System and as a result of such transaction
or transactions the Debentures become convertible solely into such common stock.

                  SECTION 16.04. APPLICABLE LAW SHALL GOVERN. If any of the
foregoing provisions of this Article Sixteen are inconsistent with applicable
law, such law shall govern.

                                ARTICLE SEVENTEEN

                            MISCELLANEOUS PROVISIONS

                  SECTION 17.01. PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All
the covenants, stipulations, promises and agreements in this Indenture contained
by the Company shall bind its successors and assigns whether so expressed or
not.

                  SECTION 17.02. OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act
or proceeding by any provision of this Indenture authorized or required to be
done or performed by any board, committee or officer of the Company shall and
may be done and performed with like force and effect by the like board,
committee or officer of any corporation that shall at the time be the lawful
sole successor of the Company.

                  SECTION 17.03. ADDRESSES FOR NOTICE, ETC. Any notice or demand
which by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Debentures on the Company may be
given or served by being deposited postage prepaid by registered or certified
mail in a post office letter box addressed (until another address is filed by
the Company with the Trustee) to Schuler Homes, Inc., 1001 Bishop Street, Suite
1060, Honolulu, Hawaii 96813 Attention: Chief Financial Officer, telephone:
(808) 521-5661 Any notice, direction, request or demand hereunder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Corporate Trust Office or the
Trustee, which office is, at the date as of which this Indenture is dated,
located at 1000 Bishop Street, Fourth Floor, Honolulu, Hawaii 96813, Attention:
Corporate Trust Manager, telephone: (808) 523-2263; telecopy: (808) 526-3082.


                                      -70-
<PAGE>

                  SECTION 17.04. GOVERNING LAW. This Indenture and each
Debenture shall be deemed td be a contract made under the laws of Delaware, and
for all purposes shall be construed in accordance with the laws of Delaware.

                  SECTION 17.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS
PRECEDENT; CERTIFICATES TO TRUSTEE. In respect of the authentication and
delivery of the Debentures, the satisfaction or discharge of this Indenture, or
any application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

                  Each certificate or opinion provided for in this Indenture
(other than certificates provided pursuant to subsection (d) of Section 6.03)
and delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture 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 or the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion is 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 as to whether or not such covenant or
condition has been complied with; (4) a statement as to whether or not, in the
opinion of such person, such condition or covenant has been complied with; (5) a
statement as to whether the Company is in default under any provision of this
Indenture or the Debentures; and (6) in the case of an Opinion of Counsel, a
statement that in the opinion of such person the Company is duly incorporated,
validly existing and in good standing in its state of incorporation.

                  SECTION 17.06. LEGAL HOLIDAYS. In any case where the date of
maturity of interest on or principal of the Debentures or the date fixed for
redemption of any Debenture will be a legal holiday or a day on which banking
institutions in Honolulu, Hawaii or New York, New York are authorized by law or
executive order to close ("Legal Holidays"), then payment of such interest on or
principal of the Debentures need not be made on such date but may be made on the
next succeeding day not a Legal Holiday with the same force and effect as if
made on the date of maturity or the date fixed for redemption and no interest
shall accrue for the period from and after such date.

                  SECTION 17.07. TRUST INDENTURE ACT TO CONTROL. The provisions
of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, that
impose duties on any person (including provisions automatically deemed included
in an indenture unless an indenture provides that such provisions are excluded)
are a part of and govern this Indenture, whether or not physically contained
herein. If any provision of this Indenture limits, qualifies, or conflicts with
the duties imposed by operation of such Sections of the Trust Indenture Act of
1939, the imposed duties shall control. The provisions of this Section 17.07
shall not be deemed to effect the inclusion of any of the optional provisions
contemplated by Section 310(b)(1), 311(b), 314(d), 315(a), 315(b), 315(d),
315(e) or 316(a)(1) of the Trust Indenture Act of 1939.

                  SECTION 17.08. NO SECURITY INTEREST CREATED. Nothing in this
Indenture or in the Debentures, expressed or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect, in any jurisdiction
where properly of the Company or its subsidiaries is located.


                                      -71-
<PAGE>

                  SECTION 17.09. BENEFITS OF INDENTURE. Nothing in this
Indenture or in the Debentures, expressed or implied, shall give to any person,
other than the parties hereto, any paying agent, any Debenture registrar and
their successors hereunder, the holders of Debentures and the holders of Senior
Indebtedness, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

                  SECTION 17.10. TABLE OF CONTENTS, HEADINGS, ETC. The table of
contents and the titles 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 hereof.

                  SECTION 17.11. EXECUTION IN COUNTERPARTS. This Indenture may
be executed in any number of counterparts, each of which shall be an original,
but such counterparts shall together constitute but one and the same instrument.

                  SECTION 17.12. ACCEPTANCE BY TRUSTEE. Bishop Trust Company,
Limited hereby accepts the trusts in this Indenture declared and provided, upon
the terms and conditions hereinabove set forth.

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

                                        SCHULER HOMES, INC.



                                        By:  /s/ JAMES K. SCHULER
                                             ----------------------------------
                                             Name:  James K. Schuler
                                             Title: President


ATTEST:



/s/PAMELA S. JONES
----------------------------------
(SEAL)


                                      -72-
<PAGE>

                                        BISHOP TRUST COMPANY, LIMITED, as
                                        Trustee



                                        By:  /s/ MICHAEL M. DORAN
                                             ----------------------------------
                                             Name:  Michael M. Doran
                                             Title: Vice President and General
                                                    Counsel


                                        By:  /s/PENNY LEE L. VASCONCELLOS
                                             ----------------------------------
                                             Name:  Penny Lee L. Vasconcellos
                                             Title: Vice President and Corporate
                                                    Trust Officer


STATE OF CALIFORNIA       )
                          )  ss.:
COUNTY OF SAN FRANCISCO   )

                  On the ___ of January, 1993, before me personally came James
K. Schuler to me known, who, being by me duly sworn, did depose and say that he
resides at Honolulu, Hawaii; that he is the President of Schuler Homes, Inc.,
one of the corporations described in and which executed the above instrument;
that he knows the corporate seal of said corporation; that the seal affixed to
the said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation; and that he signed his name
thereto by like authority.


                                                   /s/TESSA M. BARROLL
                                            -----------------------------------
                                                     Notary Public
[SEAL]                                      My Commission Expires April 26, 1993


                                      -73-
<PAGE>

STATE OF HAWAII           )
                          )  ss.:
COUNTY OF HONOLULU        )

                  On the 20th day of January, 1993, before me personally came
Michael M. Doran to me known, who, being by me duly sworn, did depose and say
that he resides at Honolulu, Hawaii; that he is a Vice President and General
Counsel at Bishop Trust Company, Limited, a corporation described in and which
executed the above instrument; that he knows the corporate seal of said
association; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by the authority of the Board of Directors of said
association; and that he signed his name thereto by like authority.

                                                     /s/Gail Ritch
                                            -----------------------------------
                                                      Notary Public
[SEAL]                                         My Commission Expires 5/15/93

STATE OF HAWAII           )
                          )  ss.:
COUNTY OF HONOLULU        )

                  On the 20th day of January, 1993, before me personally came
Penny Lee L. Vasconcellos to me known, who, being by me duly sworn, did depose
and say that she resides at Honolulu, Hawaii; that she is a Vice President and
Corporate Trust Officer at Bishop Trust Company, Limited, a corporation
described in and which executed the above instrument; that she knows the
corporate seal of said association; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by the authority of the Board of
Directors of said association; and that she signed her name thereto by like
authority.

                                                     /s/Gail Ritch
                                            -----------------------------------
                                                      Notary Public
[SEAL]                                         My Commission Expires 5/15/93

                                      -74-