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                                SCHULER HOMES, INC.
                                          
                            THE GUARANTORS PARTY HERETO
                                          
                                        AND
                                          
                       U.S. TRUST COMPANY OF CALIFORNIA, N.A.
                                          
                                     AS TRUSTEE
                                          
                                    ------------
                                          
                                     INDENTURE
                                          
                              DATED AS OF MAY 6, 1998
                                          
                                    ------------
                                          
                                          
                                          

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                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            PAGE
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<S>                                                                         <C>
ARTICLE 1   DEFINITIONS AND INCORPORATION BY REFERENCE . . . . . . . . . . . .1
     SECTION 1.01.    DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . .1
     SECTION 1.02.    OTHER DEFINITIONS. . . . . . . . . . . . . . . . . . . 11
     SECTION 1.03.    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. . . 13
     SECTION 1.04.    RULES OF CONSTRUCTION. . . . . . . . . . . . . . . . . 13

ARTICLE 2   THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . 13
     SECTION 2.01.    FORM AND DATING. . . . . . . . . . . . . . . . . . . . 13
     SECTION 2.02.    EXECUTION AND AUTHENTICATION.. . . . . . . . . . . . . 20
     SECTION 2.03.    REGISTRAR AND PAYING AGENT.. . . . . . . . . . . . . . 20
     SECTION 2.04.    PAYING AGENT TO HOLD MONEY IN TRUST. . . . . . . . . . 21
     SECTION 2.05.    SECURITYHOLDER LISTS.. . . . . . . . . . . . . . . . . 21
     SECTION 2.06.    TRANSFER AND EXCHANGE. . . . . . . . . . . . . . . . . 21
     SECTION 2.07.    REPLACEMENT SECURITIES.. . . . . . . . . . . . . . . . 22
     SECTION 2.08.    OUTSTANDING SECURITIES.. . . . . . . . . . . . . . . . 22
     SECTION 2.09.    SECURITIES HELD BY THE COMPANY OR A RELATED PERSON.. . 23
     SECTION 2.10.    TEMPORARY SECURITIES.. . . . . . . . . . . . . . . . . 23
     SECTION 2.11.    CANCELLATION.. . . . . . . . . . . . . . . . . . . . . 23
     SECTION 2.12.    DEFAULTED INTEREST.. . . . . . . . . . . . . . . . . . 23
     SECTION 2.13.    PERSONS DEEMED OWNERS. . . . . . . . . . . . . . . . . 23
     SECTION 2.14.    COMPUTATION OF INTEREST. . . . . . . . . . . . . . . . 24

ARTICLE 3   REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     SECTION 3.01.    NOTICES TO TRUSTEE.. . . . . . . . . . . . . . . . . . 24
     SECTION 3.02.    SELECTION OF SECURITIES TO BE REDEEMED.. . . . . . . . 24
     SECTION 3.03.    NOTICE OF REDEMPTION.. . . . . . . . . . . . . . . . . 24
     SECTION 3.04.    EFFECT OF NOTICE OF REDEMPTION.. . . . . . . . . . . . 25
     SECTION 3.05.    DEPOSIT OF REDEMPTION PRICE. . . . . . . . . . . . . . 25
     SECTION 3.06.    SECURITIES REDEEMED IN PART. . . . . . . . . . . . . . 25

ARTICLE 4   COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
     SECTION 4.01.    PAYMENT OF SECURITIES. . . . . . . . . . . . . . . . . 26
     SECTION 4.02.    MAINTENANCE OF OFFICE OR AGENCY. . . . . . . . . . . . 26
     SECTION 4.03.    REPORTS TO HOLDERS.. . . . . . . . . . . . . . . . . . 26
     SECTION 4.04.    COMPLIANCE CERTIFICATE.. . . . . . . . . . . . . . . . 27
     SECTION 4.05.    STAY, EXTENSION AND USURY LAWS.. . . . . . . . . . . . 27
     SECTION 4.06.    CORPORATE EXISTENCE. . . . . . . . . . . . . . . . . . 27
     SECTION 4.07.    NOTICE OF DEFAULT. . . . . . . . . . . . . . . . . . . 27



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                                                                  --------------
                                                                  EXECUTION COPY
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     SECTION 4.08.    CHANGE OF CONTROL. . . . . . . . . . . . . . . . . . . 28
     SECTION 4.09.    MAINTENANCE OF CONSOLIDATED NET WORTH. . . . . . . . . 29
     SECTION 4.10.    LIMITATION ON ADDITIONAL INDEBTEDNESS. . . . . . . . . 31
     SECTION 4.11.    LIMITATION ON RESTRICTED PAYMENTS. . . . . . . . . . . 32
     SECTION 4.12.    LIMITATION ON PAYMENT RESTRICTIONS AFFECTING RESTRICTED
                      SUBSIDIARIES.. . . . . . . . . . . . . . . . . . . . . 34
     SECTION 4.13.    LIMITATION ON LIENS. . . . . . . . . . . . . . . . . . 35
     SECTION 4.14.    LIMITATION ON TRANSACTIONS WITH RELATED PERSONS. . . . 36
     SECTION 4.15.    LIMITATION ON ASSET DISPOSITIONS.. . . . . . . . . . . 36
     SECTION 4.16.    LIMITATION ON BUSINESS ACTIVITIES. . . . . . . . . . . 39
     SECTION 4.17.    LIMITATION ON DESIGNATION OF RESTRICTED AND UNRESTRICTED
                      SUBSIDIARIES.. . . . . . . . . . . . . . . . . . . . . 39
     SECTION 4.18.    ADDITIONAL GUARANTORS. . . . . . . . . . . . . . . . . 39

ARTICLE 5   SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
     SECTION 5.01.    LIMITATION ON MERGERS AND SALES OF ASSETS BY THE 
                      COMPANY AND THE GUARANTORS . . . . . . . . . . . . . . 40
     SECTION 5.02.    SUCCESSOR SUBSTITUTED. . . . . . . . . . . . . . . . . 40

ARTICLE 6   DEFAULTS AND REMEDIES. . . . . . . . . . . . . . . . . . . . . . 41
     SECTION 6.01.    EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . 41
     SECTION 6.02.    ACCELERATION.. . . . . . . . . . . . . . . . . . . . . 42
     SECTION 6.03.    OTHER REMEDIES.. . . . . . . . . . . . . . . . . . . . 42
     SECTION 6.04.    WAIVER OF PAST DEFAULTS. . . . . . . . . . . . . . . . 43
     SECTION 6.05.    CONTROL BY MAJORITY. . . . . . . . . . . . . . . . . . 43
     SECTION 6.06.    LIMITATION ON SUITS. . . . . . . . . . . . . . . . . . 43
     SECTION 6.07.    RIGHTS OF HOLDERS TO RECEIVE PAYMENT.. . . . . . . . . 44
     SECTION 6.08.    COLLECTION SUIT BY TRUSTEE.. . . . . . . . . . . . . . 44
     SECTION 6.09.    TRUSTEE MAY FILE PROOFS OF CLAIM.. . . . . . . . . . . 44
     SECTION 6.10.    PRIORITIES.. . . . . . . . . . . . . . . . . . . . . . 44
     SECTION 6.11.    UNDERTAKING FOR COSTS. . . . . . . . . . . . . . . . . 45
     SECTION 6.12.    WAIVER OF STAY EXTENSION OR USURY LAWS.. . . . . . . . 45

ARTICLE 7   TRUSTEE   . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
     SECTION 7.01.    DUTIES OF TRUSTEE. . . . . . . . . . . . . . . . . . . 45
     SECTION 7.02.    RIGHTS OF TRUSTEE. . . . . . . . . . . . . . . . . . . 46
     SECTION 7.03.    INDIVIDUAL RIGHTS OF TRUSTEE.. . . . . . . . . . . . . 47
     SECTION 7.04.    TRUSTEE'S DISCLAIMER.. . . . . . . . . . . . . . . . . 47
     SECTION 7.05.    NOTICE OF DEFAULTS.. . . . . . . . . . . . . . . . . . 47
     SECTION 7.06.    REPORTS BY TRUSTEE TO HOLDERS. . . . . . . . . . . . . 47
     SECTION 7.07.    COMPENSATION AND INDEMNITY.. . . . . . . . . . . . . . 47
     SECTION 7.08.    REPLACEMENT OF TRUSTEE.. . . . . . . . . . . . . . . . 48
     SECTION 7.09.    SUCCESSOR TRUSTEE BY MERGER, ETC.. . . . . . . . . . . 49
     SECTION 7.10.    ELIGIBILITY; DISQUALIFICATION. . . . . . . . . . . . . 49

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     SECTION 7.11.    PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. . . 49

ARTICLE 8   DISCHARGE AND DEFEASANCE . . . . . . . . . . . . . . . . . . . . 50
     SECTION 8.01.    DISCHARGE AND DEFEASANCE UPON DEPOSIT OF MONEYS OR 
                      U.S. GOVERNMENT OBLIGATIONS. . . . . . . . . . . . . . 50
     SECTION 8.02.    TERMINATION OF THE OBLIGATIONS PURSUANT TO REDEMPTION. 51
     SECTION 8.03.    SURVIVAL OF COMPANY'S OBLIGATIONS. . . . . . . . . . . 51
     SECTION 8.04.    APPLICATION OF TRUST MONEY.. . . . . . . . . . . . . . 52
     SECTION 8.05.    REPAYMENT TO COMPANY.. . . . . . . . . . . . . . . . . 52
     SECTION 8.06.    REINSTATEMENT. . . . . . . . . . . . . . . . . . . . . 52

ARTICLE 9   AMENDMENTS, MODIFICATIONS AND WAIVERS. . . . . . . . . . . . . . 53
     SECTION 9.01.    WITHOUT CONSENT OF HOLDERS.. . . . . . . . . . . . . . 53
     SECTION 9.02.    WITH CONSENT OF HOLDERS. . . . . . . . . . . . . . . . 54
     SECTION 9.03.    COMPLIANCE WITH TRUST INDENTURE ACT. . . . . . . . . . 54
     SECTION 9.04.    REVOCATION AND EFFECT OF CONSENTS. . . . . . . . . . . 55
     SECTION 9.05.    NOTATION ON OR EXCHANGE OF SECURITIES. . . . . . . . . 55
     SECTION 9.06.    TRUSTEE PROTECTED. . . . . . . . . . . . . . . . . . . 55

ARTICLE 10  GUARANTEE OF SECURITIES. . . . . . . . . . . . . . . . . . . . . 55
     SECTION 10.01.   GUARANTEE. . . . . . . . . . . . . . . . . . . . . . . 55
     SECTION 10.02.   EXECUTION AND DELIVERY OF GUARANTEE. . . . . . . . . . 58
     SECTION 10.03.   ADDITIONAL GUARANTORS. . . . . . . . . . . . . . . . . 58
     SECTION 10.04.   RELEASE OF A GUARANTOR.. . . . . . . . . . . . . . . . 58

ARTICLE 11  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . 59
     SECTION 11.01.   TRUST INDENTURE ACT CONTROLS.. . . . . . . . . . . . . 59
     SECTION 11.02.   NOTICES. . . . . . . . . . . . . . . . . . . . . . . . 59
     SECTION 11.03.   COMMUNICATION BY HOLDERS WITH OTHER HOLDERS. . . . . . 60
     SECTION 11.04.   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.. . 60
     SECTION 11.05.   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. . . . . 61
     SECTION 11.06.   RULES BY TRUSTEE AND AGENTS. . . . . . . . . . . . . . 61
     SECTION 11.07.   LEGAL HOLIDAYS.. . . . . . . . . . . . . . . . . . . . 61
     SECTION 11.08.   NO PERSONAL LIABILITY OF INCORPORATORS, SHAREHOLDER,
                      OFFICERS, DIRECTORS OR EMPLOYEES . . . . . . . . . . . 61
     SECTION 11.09.   DUPLICATE ORIGINALS. . . . . . . . . . . . . . . . . . 62
     SECTION 11.10.   GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . 62
     SECTION 11.11.   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. . . . . 62
     SECTION 11.12.   SUCCESSORS.. . . . . . . . . . . . . . . . . . . . . . 62

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     SECTION 11.13.   SEPARABILITY.. . . . . . . . . . . . . . . . . . . . . 62
     SECTION 11.14.   BENEFITS OF INDENTURE. . . . . . . . . . . . . . . . . 62
     SECTION 11.15.   TABLE OF CONTENTS, HEADINGS, ETC.. . . . . . . . . . . 62
</TABLE>
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                                                                  EXECUTION COPY
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    INDENTURE dated as of May 6, 1998 between SCHULER HOMES, INC., a Delaware
corporation (the "Company"), the Guarantors signatory hereto (the "Guarantors")
and U.S. TRUST COMPANY OF CALIFORNIA, N.A., a national banking association duly
organized and existing under the laws of the United States, as trustee (the
"Trustee").

    Each party agrees for the benefit of the other parties and for the equal
and ratable benefit of the Holders of the Company's 9% Senior Notes due 2008
(the "Securities") as follows:

                                     ARTICLE 1
                                          
                     DEFINITIONS AND INCORPORATION BY REFERENCE

    SECTION 1.01.  DEFINITIONS.

    "ADDITIONAL ASSETS" means (i) any property or assets (other than
Indebtedness and Capital Stock) in a Related Business; or (ii) the Capital Stock
of a Person that becomes a Restricted Subsidiary as a result of the acquisition
of such Capital Stock by the Company or another Restricted Subsidiary; PROVIDED,
HOWEVER, that any such Restricted Subsidiary is primarily engaged in a Related
Business.

    "ADDITIONAL INTEREST" means additional interest payable with respect to the
Securities pursuant to that certain Registration Rights Agreement dated
April 30, 1998 by and among the Company, the Guarantors and the other parties
named therein.

    "AGENT" means any Registrar, Paying Agent, or co-Registrar.

    "ASSET DISPOSITION" means any sale, lease, transfer or other disposition
(or series of related sales, leases, transfers or dispositions) by the Company
or any Restricted Subsidiary, including any disposition by means of a merger,
consolidation or similar transaction (each referred to for the purposes of this
definition as a "disposition"), of (i) any shares of Capital Stock of a
Restricted Subsidiary (other than directors' qualifying shares and, to the
extent required by local ownership laws in foreign countries, shares owned by
foreign shareholders); (ii) all or substantially all the assets of any division,
business segment or comparable line of business of the Company or any Restricted
Subsidiary; or (iii) any other assets of the Company or any Restricted
Subsidiary having a fair market value (as determined in good faith by the Board
of Directors) in excess of $500,000 disposed of in a single transaction or
series of related transactions outside of the ordinary course of business of the
Company or such Restricted Subsidiary (other than, in the case of (i), (ii) and
(iii) above, a disposition by a Restricted Subsidiary to the Company or by the
Company or a Restricted Subsidiary to a Wholly Owned Subsidiary).

    "AVERAGE LIFE" means, as of the date of determination, with respect to any
Indebtedness, the quotient obtained by dividing (i) the sum of the products of
the numbers of years from the date of determination to the dates of each
successive scheduled principal payment (assuming the exercise by the obligor of
such Indebtedness of all unconditional (other than as to the giving of notice)
extension options of each such scheduled payment date) of such 

                                          1
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Indebtedness multiplied by the amount of such principal payment by (ii) the sum
of all such principal payments.

    "BANK CREDIT FACILITY" means the Revolving Credit Facility and any bank (or
similar financial institution) credit agreement or credit facility entered into
in the future by the Company or any Restricted Subsidiary, as any of the same
may be amended, waived, modified, Refinanced or replaced from time to time.

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

    "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in any place where payments of
principal or interest are made under the Indenture or other place where the
corporate trust office of the Trustee is located or where the Company has its
chief executive office or other locations as are authorized or obligated by law
or executive order to close.

    "CAPITALIZED LEASE OBLIGATIONS" means any Obligations under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP.

    "CAPITAL STOCK" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

    "CHANGE OF CONTROL" means the occurrence of (or if earlier, the actual
knowledge of the Company of) any of the following events:

    (i)    any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act), is or becomes the beneficial owner (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of
this clause such person or group shall be deemed to have "beneficial ownership"
of all shares that any such person or group has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of (A) more than 50% of the total voting power of the
Voting Stock of the Company or (B) greater total voting power of the Voting
Stock of the Company than held by the Schuler Family PROVIDED THAT such "change
of control" shall be deemed to occur on the earlier of the filing of the Form
13D under the Securities Act by such beneficial or the actual knowledge of the
Company of such acquisition;

    (ii)   during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors (together with any
new directors whose election by such Board of Directors or whose nomination for
election by the shareholders of the Company was approved by a majority vote of
the directors of the Company then still in office who were either directors at
the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office; or


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<PAGE>

    (iii)  the merger or consolidation of the Company with or into another
Person or the merger of another Person with or into the Company, or the sale of
all or substantially all the assets of the Company to another Person, other than
any such sale to one or more Restricted Subsidiaries, and in the case of any
such merger or consolidation, the securities of the Company that are outstanding
immediately prior to such transaction and which represent 100% of the aggregate
voting power of the Voting Stock of the Company are changed into or exchanged
for cash, securities or property, unless pursuant to such transaction such
securities are changed into or exchanged for, in addition to any other
consideration, securities of the surviving corporation, or a parent corporation
that owns all of the Capital Stock of such surviving corporation, that represent
immediately after such transaction, at least a majority of the aggregate voting
power of the Voting Stock of the surviving corporation or such parent
corporation, as the case may be.

    "COMMON STOCK" means the common stock, par value $.01 per share, of the
Company.

    "COMPANY" means Schuler Homes, Inc. and any other obligor until a successor
replaces it pursuant to the applicable provision hereof and thereafter means the
successor.

    "CONSOLIDATED COVERAGE RATIO" with respect to the Company as of any date of
determination means the ratio of the Company's EBITDA to its Consolidated
Interest Incurred for the four fiscal quarters ending immediately prior to the
date of determination.  Notwithstanding clause (ii) of the definition of
Consolidated Net Income, if the Indebtedness which is being Incurred is Incurred
in connection with an acquisition by the Company or a Restricted Subsidiary, the
Consolidated Coverage Ratio shall be determined after giving effect to both the
Consolidated Interest Incurred related to the Incurrence of such Indebtedness
and the EBITDA as if the acquisition had occurred at the beginning of the four
fiscal quarter period (x) of the Person becoming a Restricted Subsidiary or (y)
in the case of an acquisition of assets that constitute substantially all of an
operating unit or business, relating to the assets being acquired by the Company
or a Restricted Subsidiary.

    "CONSOLIDATED INTEREST EXPENSE" of the Company means, for any period, the
aggregate amount of interest which, in accordance with GAAP, would be included
on an income statement for the Company and its Restricted Subsidiaries on a
consolidated basis, whether expensed directly, or included as a component of
cost of goods sold, or allocated to joint ventures or otherwise (including, but
not limited to, imputed interest included on Capitalized Lease Obligations, all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing, the net costs associated with
Hedging Obligations, amortization of other financing fees and expenses, the
interest portion of any deferred payment obligation, amortization of discount or
premium, if any, and all other non-cash interest expense), plus the product of
(i) cash dividends paid on any Preferred Stock of the Company, times (ii) a
fraction, the numerator of which is one and the denominator of which is one
minus the then current effective aggregate federal, state and local tax rate of
the Company, expressed as a decimal.

    "CONSOLIDATED INTEREST INCURRED" of the Company means, for any period, (i)
the aggregate amount of interest which, in accordance with GAAP, would be
included on an 


                                          3
<PAGE>

income statement for the Company and its Restricted Subsidiaries on a
consolidated basis, whether expensed directly, or included as a component of
cost of goods sold, or allocated to joint ventures or otherwise (including, but
not limited to, imputed interest included on Capitalized Lease Obligations, all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing, the net costs associated with
Hedging Obligations, amortization of discount or premium, if any, and all other
non-cash interest expense), plus (or minus, if negative) (ii) the difference
between capitalized interest for such period and the interest component of cost
of goods sold for such period, plus (iii) the product of (A) cash dividends paid
on any Preferred Stock of the Company, times (B) a fraction, the numerator of
which is one and the denominator of which is one minus the then current
effective aggregate federal, state and local tax rate of the Company, expressed
as a decimal.

    "CONSOLIDATED NET INCOME" for any period, means the aggregate of the Net
Income of the Company and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP, PROVIDED that (i) the
Net Income of any Person in which the Company or any Restricted Subsidiary has,
a joint interest with a third party (other than an Unrestricted Subsidiary)
shall be included only to the extent of the lesser of (A) the amount of
dividends or distributions actually paid to the Company or a Restricted
Subsidiary or (B) the Company's direct or indirect proportionate interest in the
Net Income of such Person, PROVIDED that, so long as the Company or a Restricted
Subsidiary has an unqualified legal right to require the payment of a dividend
or distribution, Net Income shall be determined solely pursuant to clause (B);
(ii) the Net Income of any Person acquired in a pooling of interests transaction
for any period prior to the date of such acquisition shall be excluded; and
(iii) the Net Income of any Unrestricted Subsidiary shall be included only to
the extent of the amount of dividends or distributions (the fair value of which,
if other than in cash, to be determined by the Board of Directors, in good
faith) by such Subsidiary to the Company or to any of its consolidated
Restricted Subsidiaries; (iv) the Net Income of any Unrestricted Subsidiary, any
Homebuilding Joint Venture or any other Person in which the Company or any
Restricted Subsidiary has a joint interest with a third party that is not
existing on December 31, 1997 shall be included only to the extent that the
aggregate amount of dividends or distributions (the fair value of which, if
other than cash, to be determined by the Board of Directors, in good faith) by
such Subsidiary or Homebuilding Joint Venture to the Company or to any of its
consolidated Restricted Subsidiaries exceeds the aggregate amount of unpaid
loans or advances and unreturned capital contributions made by the Company or
any Restricted Subsidiary in or to such Subsidiary or Homebuilding Joint
Venture; and (v) all non-cash items (other than income tax expense, depreciation
expense, amortization expense and any item that will require cash payments in
the future and for which an accrual reserve is, or is required by GAAP to be,
made) decreasing Consolidated Net Income shall be added back in calculating
Consolidated Net Income and all non-cash items increasing Consolidated Net
Income shall be deducted in calculating Consolidated Net Income.

    "CONSOLIDATED NET WORTH" with respect to the Company means the consolidated
stockholders' equity of the Company and its Restricted Subsidiaries, as
determined in accordance with GAAP.

                                          4
<PAGE>

    "CONSOLIDATED TANGIBLE NET WORTH" with respect to the Company means
Consolidated Net Worth, less the Intangible Assets of the Company and its
Restricted Subsidiaries.

    "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in Section 11.02 or such other address as the Trustee may give
notice of to the Company.

    "CUSTODIAN" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

    "DEPOSITORY" or "DTC" means The Depository Trust Company and any successor
to DTC in its capacity as depository for any Securities.

    "DEFAULT" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

    "DISQUALIFIED STOCK" means, with respect to any Person, that portion of any
Capital Stock which by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the sole option of the Holder
thereof, in whole or in part, in each case on or prior to the final maturity
date of the Securities; PROVIDED that Capital Stock that would be "Disqualified
Stock" solely by virtue its containing a customary requirement that the issuer
offer to repurchase such Capital Stock upon a change of control of the issuer
will not be deemed to be "Disqualified Stock."

    "EBITDA" of the Company for any period means the sum of Consolidated Net
Income plus Consolidated Interest Expense plus, without duplication, the
following to the extent deducted in calculating such Consolidated Net Income:
(i) income tax expense, (ii) depreciation expense and (iii) amortization
expense, in each case for such period.  Notwithstanding the foregoing, the
provision for taxes based on the income or profits of and the depreciation and
amortization of, a Subsidiary of the Company shall be added to Consolidated Net
Income to compute EBITDA only to the extent (and in the same proportion) that
the net income of such Subsidiary was included in calculating Consolidated Net
Income.

    "EQUITY OFFERING" means any public or private sale of equity securities
(excluding Disqualified Stock) of the Company other than any private sales to
Related Persons of the Company.

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

    "GAAP" means generally accepted accounting principles as in effect on the
date of the Offering.

    "GUARANTEE" means the guarantee of the Company's Obligations hereunder made
by a Guarantor in favor of the Holders pursuant to the terms of Article 10
hereof.


                                          5
<PAGE>

    "GUARANTORS" means (i) Schuler Homes of California, Inc., Schuler Homes of
Washington, Inc., Melody Homes, Inc., Schuler Realty/Maui, Inc., Schuler
Realty/Oahu, Inc., Lokelani Construction Corporation, Melody Mortgage Co., SHLR
of Washington, Inc. and Schuler Homes of Oregon, Inc., (ii) any other Guarantors
under any Bank Credit Facility, (iii) any other Subsidiary existing on the
Issuance Date which is a Restricted Subsidiary (other than, in the Company's
discretion, any Restricted Subsidiary with a Consolidated Tangible Net Worth of
not more than $5,000,000), and (iv) any other Person that executes a Guarantee
in accordance with the provisions of the Indenture, and their respective
successors and assigns.

    "HEDGING OBLIGATIONS" of any Person means the net Obligations of such
Person pursuant to any Interest Rate Agreement or any foreign exchange contract,
currency swap agreement or other similar agreement to which such Person is a
party or a beneficiary.

    "HOLDER" or "SECURITYHOLDER" means the Person in whose name any of the
Securities is registered on the register for the Securities.

    "HOMEBUILDING JOINT VENTURE" means any Person in which the Company or any
of its Subsidiaries has an ownership interest but less than an 80% ownership
interest that, in each case, was formed for and is engaged in homebuilding
operations.

    "INCUR" means issue, assume, guarantee, incur or otherwise become liable
for; PROVIDED, HOWEVER, that any Indebtedness or Capital Stock of a Person
existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary; PROVIDED FURTHER, HOWEVER, that
in the case of a discount security, neither the accrual of interest nor the
accretion of original issue discount shall be considered an Incurrence of
Indebtedness.  The term "Incurrence" when used as a noun shall have a
correlative meaning.

    "INDEBTEDNESS" means on any date of determination (without duplication),
(i) the principal of and premium (if any) in respect of (A) indebtedness of such
Person for money borrowed and (B) indebtedness evidenced by notes, debentures,
bonds or other similar instruments for the payment of which such Person is
responsible or liable; (ii) all Capitalized Lease Obligations of such Person;
(iii) all Obligations of such Person issued or assumed as the deferred purchase
price of property or services, all conditional sale Obligations of such Person
and all Obligations of such Person under any title retention agreement (but
excluding accounts payable and accrued expenses arising in the ordinary course
of business and which are not more than 90 days past due or are in dispute)
which would appear as a liability on a balance sheet of a Person prepared on a
consolidated basis in accordance with GAAP, which purchase price or obligation
is due more than six months after the date of placing such property in service
or taking delivery and title thereto or the completion of such services
(PROVIDED that, in the case of Obligations of an acquired Person assumed in
connection with an acquisition of such Person, such Obligations would constitute
Indebtedness of such Person); (iv) all Obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit transaction (other than Obligations with respect to letters of
credit securing Obligations (other than Obligations described in (i) through
(iii) above) entered into in the ordinary course of business of such Person to
the extent such letters of credit are not drawn upon 


                                          6
<PAGE>

or, if and to the extent drawn upon, such drawing is reimbursed no later than
the tenth Business Day following receipt by such Person of a demand for
reimbursement following payment on the letter of credit); (v) the amount of all
Obligations of such Person with respect to the redemption, repayment or other
repurchase of any Disqualified Stock; (vi) all Obligations of the type referred
to in clauses (i) through (v) of other Persons and all dividends of other
Persons for the payment of which, in either case, such Person is responsible or
liable, directly or indirectly, as obligor, guarantor or otherwise, including by
means of any guarantee; (vii) all Obligations of the type referred to in clauses
(i) through (vi) of other Persons secured by any lien on any property or asset
of such Person (whether or not such obligation is assumed by such Person), the
amount of such obligation being deemed to be the lesser of the value of such
property or assets or the amount of the obligation so secured; and (viii) to the
extent not otherwise included in this definition, Hedging Obligations of such
Person.  The amount of Indebtedness of any Person at any date shall be (a) the
outstanding balance at such date of all unconditional Obligations as described
above, (b) the maximum reasonably anticipated liability, upon the occurrence of
the contingency, other than a contingency solely within the control of such
Person, giving rise to the obligation, of any contingent Obligations as
described above (in the case of clauses other than (iii)) and the amount shown
as a liability on a balance sheet of a Person as described in clause (iii)
above, in each case at such date; PROVIDED, HOWEVER, that the amount outstanding
at any time of any Indebtedness issued with original issue discount shall be
deemed to be the face amount of such Indebtedness less the remaining unamortized
portion of the original issue discount of such indebtedness at such time as
determined in conformity with GAAP.

    "INDENTURE" means this Indenture, as amended, supplemented or otherwise
modified from time to time, in accordance with the terms hereof.

    "INDEPENDENT FINANCIAL ADVISOR" means a firm (i) which does not, and whose
directors, officers and employees or Related Persons do not, have a direct or
indirect financial interest in the Company and (ii) which, in the judgment of
the Board of Directors of the Company, is otherwise independent and qualified to
perform the task for which it is to be engaged.  Ownership of not more than 10%
of the Company and/or management on behalf of the beneficial owners of not more
than 10% of the Company shall not, in itself, prevent a firm from being an
"Independent Financial Advisor."

    "INTANGIBLE ASSETS" means the amount (to the extent reflected in
determining consolidated stockholders' equity) of (A) all write-ups (other than
write-ups of tangible assets of a going concern business made within twelve
months after the acquisition of such business) in the book value of any asset
owned by the Company or any Restricted Subsidiary, and (B) all goodwill, trade
names, trademarks, patents, unamortized debt discount and expense and other like
intangibles.

    "INTEREST RATE AGREEMENT" means any interest rate swap agreement, interest
rate cap agreement or other financial agreement or arrangement designed to
compensate the Company or any Restricted Subsidiary for fluctuations in interest
rates.

    "INVESTMENT" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable 


                                          7
<PAGE>

on the balance sheet of such Person) or other extensions of credit (including by
way of guarantee or similar arrangement) or capital contribution to (by means of
any transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or acquisition of
Capital Stock, Indebtedness or other similar instruments issued by such Person.

    "ISSUANCE DATE" means the date of issuance of $100,000,000 of Securities in
the Offering.

    "MORTGAGE" means a first priority mortgage or first priority deed of trust
on improved real property.

    "NET INCOME" of any Person means the net income (loss) of such Person,
determined in accordance with GAAP; excluding, however, from the determination
of Net Income all gains (to the extent that they exceed all losses) realized
upon the sale or other disposition (including, without limitation, dispositions
pursuant to sale leaseback transactions) of any real property or equipment of
such Person, which is not sold or otherwise disposed of in the ordinary course
of business, or of any capital stock of such Person or its subsidiaries owned by
such Person.

    "NET PROCEEDS" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Disposition
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Disposition),
net of the direct costs relating to such Asset Disposition (including, without
limitation, legal, accounting and investment banking fees, and sales
commissions) and any related expenses Incurred as a result thereof, taxes paid
or payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements), amounts required to be
applied to the repayment of Senior Debt secured by a lien on the asset or assets
that were the subject of such Asset Disposition and any reserve for adjustment
in respect of the sale price of such asset or assets established in accordance
with GAAP.

    "NON-RECOURSE INDEBTEDNESS" means Indebtedness or other Obligations secured
by a lien on property to the extent that the liability for such Indebtedness or
other Obligations is limited to the security of the property without liability
on the part of the Company or any Subsidiary (other than the Subsidiary which
holds title to such property) for any deficiency.

    "OBLIGATIONS" means any principal, interest (including interest accruing
after the commencement of any bankruptcy, reorganization, insolvency or similar
proceeding relating to the Company or any of its Subsidiaries whether or not
allowed as a claim in such proceeding), penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.

    "OFFERING" means the offering by the Company of $100,000,000 principal
amount of Securities.

    "OFFICER" means the Chief Executive Officer, the President, any Vice
President, the Treasurer or the Secretary of the Company or any Guarantor, as
applicable.


                                          8
<PAGE>

    "OFFICER'S CERTIFICATE" means a certificate signed by an Officer of the
Company or any Guarantor, as applicable.

    "OPINION OF COUNSEL" means a written opinion from legal counsel who may be
an employee of or counsel for the Company or other counsel reasonably acceptable
to the Trustee.

    "PERSON" means an individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, limited liability
partnership, trust, unincorporated organization, or government or any agency or
political subdivision thereof.

    "PREFERRED STOCK", as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

    "REFINANCE" means, in respect of Indebtedness, to refinance, extend, renew,
refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness
in exchange or replacement for, such Indebtedness.  "Refinancing" shall have a
correlative meaning.

    "RELATED BUSINESS" means any line or lines of business or business activity
reasonably related to (x) the homebuilding business or (y) a business or
business activity of the Company and/or its Restricted Subsidiaries conducted on
the Issuance Date.

    "RELATED PERSON" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person.  For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct or cause the direction of the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

    "RESTRICTED INVESTMENT" means any loan, advance, capital contribution or
transfer (including by way of guaranty or other similar arrangement) in or to
any Unrestricted Subsidiary, Homebuilding Joint Venture or any Person in which
the Company, directly or indirectly, has an ownership interest but less than 80%
ownership interest; PROVIDED, HOWEVER, that loans, advances, capital
contributions or transfers (including by way of guaranty or other similar
arrangement) to a Homebuilding Joint Venture shall be counted as a Restricted
Investment only to the extent that the aggregate at any one time outstanding of
all such amounts expended (or with respect to guaranties or similar arrangement 
the amounts then guaranteed) exceed, subsequent to December 31, 1997,
$25,000,000 in the aggregate for all Homebuilding Joint Ventures.  Restricted
Investment shall include the fair market value of the net assets of any
Restricted Subsidiary that at any time is designated an Unrestricted Subsidiary.
Any property transferred to an Unrestricted Subsidiary, and the net assets of a
Restricted Subsidiary that is designated an Unrestricted Subsidiary, shall be
valued at fair market value at the time of such transfer, in each case as
determined by the Board of Directors of the Company in good faith.  


                                          9
<PAGE>

Restricted Investment shall not include any loan, advance, capital contribution
or transfer made for the purpose of acquiring an ownership interest in a Person
and immediately designating such person as a Restricted Subsidiary, and if
required a Guarantor.

    "RESTRICTED SUBSIDIARY" means any Subsidiary in which the Company, directly
or indirectly, has an 80% or greater ownership interest that has not been
designated an Unrestricted Subsidiary.

    "REVOLVING CREDIT FACILITY" means that certain Amended and Restated Credit
Agreement, dated April 29, 1998, among the Company, its Subsidiaries named
therein and First Hawaiian Bank and Bank of America National Trust and Savings
Association, as may be further amended, modified, renewed, refunded, extended,
replaced or Refinanced from time to time.

    "SCHULER FAMILY" means James K. Schuler, his wife, their respective
descendants, any trust for the benefits of any of the foregoing persons, at
least 50% of the trustees of which are members of the Schuler Family and any
other trust or charitable foundation, the majority of whose trustees or
directors are members of the Schuler Family.

    "SEC" means the Securities and Exchange Commission.

    "SECURITIES" means the Securities issued under this Indenture.

    "SENIOR DEBT" means (i) all Indebtedness now or hereafter outstanding under
the Bank Credit Facility; (ii) any other Indebtedness permitted to be Incurred
by the Company under the terms of the Indenture, unless the instrument under
which such Indebtedness is Incurred expressly provides that it is on a parity
with or subordinated in right of payment to the Securities and (iii) all
Obligations with respect to the foregoing.  Notwithstanding anything to the
contrary in the foregoing, Senior Debt will not include (v) Indebtedness which
is classified as Non-Recourse Indebtedness or any unsecured claim arising in
respect hereof by reason of application of section 1111(b)(1) of the U.S.
bankruptcy code, (w) any liability for any federal, state, local or other taxes
owed or owing by the Company, (x) any Indebtedness of the Company to any of its
Subsidiaries or other Related Persons, (y) any trade payables or (z) any
Indebtedness that is Incurred in violation of the Indenture.

    "SUBSIDIARY" means a corporation, a majority of the capital stock with
voting power to elect directors of which is directly or indirectly owned by the
Company and its Subsidiaries, or any Person in which the Company and its
Subsidiaries has at least a majority ownership interest.

    "TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, except as provided in Section 9.03.

    "TRUST OFFICER" means any officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

    "TRUSTEE" means the party named as such in this Indenture until a successor
replaces it and thereafter means the successor.


                                          10
<PAGE>

    "UNRESTRICTED SUBSIDIARY" means (i) any Subsidiary in which the Company,
directly or indirectly, has less than an 80% ownership interest PROVIDED that
such Subsidiary is not a Homebuilding Joint Venture; (ii) any Subsidiary in
which the Company, directly or indirectly, has an 80% or greater ownership
interest, which, in accordance with the provisions of the Indenture, has been
designated in a resolution adopted by the Board of Directors of the Company as
an Unrestricted Subsidiary, in each case unless and until such Subsidiary shall,
in accordance with the provisions of the Indenture, be designated by a
resolution of the Company as a Restricted Subsidiary; and (iii) any Subsidiary
in which the Company, directly or indirectly, has an 80% or greater ownership
interest, a majority of the voting stock of which shall at the time be owned
directly or indirectly by one or more Unrestricted Subsidiaries.  At the
Issuance Date, the Company will not have designated any Subsidiaries as
Unrestricted Subsidiaries.

    "U.S. GOVERNMENT OBLIGATIONS" means direct non-callable Obligations of, or
non-callable Obligations guaranteed by, the United States of America for the
payment of which the full faith and credit of the United States of America is
pledged.

    "VOTING STOCK", with respect to any Person, means securities of any class
of Capital Stock of such Person entitling the Holders thereof (whether at all
times or only so long as no senior class of stock has voting power by reason of
any contingency) to vote in the election of members of the Board of Directors of
such Person.

    "WHOLLY OWNED SUBSIDIARY" means a Subsidiary, all of the capital stock
(whether or not voting, but exclusive of directors' qualifying shares or shares
in foreign Subsidiaries required by local laws to be held by foreign nationals)
of which is owned by the Company or a Wholly Owned Subsidiary.

    "1993 SUBORDINATED NOTES" means the Company's $57,500,000 61/2% Convertible
Subordinated Debentures due 2003.

    "1993 INDENTURE" means the indenture governing the 1993 Subordinated Notes.

    SECTION 1.02.  OTHER DEFINITIONS.
<TABLE>
<CAPTION>
                                                               DEFINED IN
                     TERM                                       SECTION
                     ----                                       -------
        <S>                                                    <C>
        "Agent Members" ...............................           2.01
        "Base Guaranty Liability" .....................           10.01
        "Cedel" .......................................           2.01
        "Certificated Security" .......................           2.01
        "Change of Control Notice" ....................           4.08
        "Change of Control Price" .....................           4.08
        "Change of Control Repurchase Date" ...........           4.08
        "Change of Control Repurchase Right" ..........           4.08
        "Company" .....................................           Preamble
        "Discharged" ..................................           8.01
        "DTC" .........................................           2.01


                                          11
<PAGE>

        "Euroclear" ...................................           2.01
        "Event of Default" ............................           6.01
        "Global Legend" ...............................           2.01
        "Global Securities" ...........................           2.01
        "Guarantee" ...................................           10.01
        "Guarantees" ..................................           10.01
        "Guarantors" ..................................           Preamble
        "Institutional Accredited Investor" ...........           2.01
        "Legal Holiday" ...............................           11.07
        "Minimum Net Worth" ...........................           4.09
        "Net Proceeds Offer" ..........................           4.15
        "Net Proceeds Offer Notice" ...................           4.15
        "Net Proceeds Repurchase Date" ................           4.15
        "Net Worth" ...................................           4.09
        "Net Worth Offer" .............................           4.09
        "Net Worth Offer Amount" ......................           4.09
        "Net Worth Notice" ............................           4.09
        "Net Worth Price" .............................           4.09
        "Net Worth Repurchase Date" ...................           4.09
        "Net Worth Repurchase Right" ..................           4.09
        "Notice of Default" ...........................           6.01
        "Offshore Securities Exchange Date" ...........           2.01
        "Option of Holder to Elect Purchase" ..........           4.08
        "Paying Agent" ................................           2.03
        "Purchase Amount" .............................           4.15
        "Qualified Institutional Buyer" ...............           2.01
        "Registrar" ...................................           2.03
        "Regulation S Global Securities ...............           2.01
        "Regulation S Permanent Global Security" ......           2.01
         "Regulation S Temporary Global Security" .....           2.01
        "Repurchase Date" .............................           4.08
        "Repurchase Price" ............................           4.08
        "Restricted Global Security" ..................           2.01
        "Restricted Payments" .........................           4.11
        "Securities" ..................................           Preamble
        "Securities Act" ..............................           2.01
        "Securities Act Legend" .......................           2.01
        "Successor" ...................................           5.01
        "Trigger Date" ................................           4.09
        "Trustee" .....................................           Preamble
</TABLE>

    SECTION 1.03.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

    Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

                                          12
<PAGE>

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

    "indenture securities" means the Securities.

    "indenture security holder" means a Securityholder.

    "indenture to be qualified" means this Indenture.

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

    "obligor" on the Indenture Securities means the Company.

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

    SECTION 1.04.  RULES OF CONSTRUCTION.

    Unless the context otherwise requires:

     (1)  a term has the meaning assigned to it;

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

     (3)  "or" is not exclusive;

     (4)  words in the singular include the plural and in the plural include the
singular;

     (5)  "including" means including, without limitation;

     (6)  provisions apply to successive events and transactions; and

     (7)  "herein," "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other Subdivision.

                                     ARTICLE 2
                                   THE SECURITIES

     SECTION 2.01.  FORM AND DATING.

     (a)  Form Generally.

          (i)    Securities offered and sold in reliance on Rule 144A
promulgated under the Securities Act shall be issued initially in the form of
one or more permanent global Securities (each a "Restricted Global Security"),
registered in the name of the Depositary or its nominee, substantially in the
form of Exhibit A, deposited with the Trustee, as custodian for the Depositary
or its nominee, duly executed by the Company 


                                          13
<PAGE>

and authenticated by the Trustee as herein provided.  The aggregate principal
amount of the Restricted Global Security may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

          (ii)   Securities offered and sold in offshore transactions in
reliance on Regulation S promulgated under the Securities Act shall be issued
initially in the form of one or more temporary global Securities, registered in
the name of the Depositary or its nominee, substantially in the form of Exhibit
A (the "Regulation S Temporary Global Securities") deposited with the Trustee,
as custodian for the Depositary or its nominee, duly executed by the Company and
authenticated by the Trustee as provided herein.  Thereafter, following receipt
by the trust administrator responsible for administering this Indenture of an
Officer's Certificate of the Company to such effect, at any time on or after
June 15, 1998 (the "Offshore Securities Exchange Date"), the Trustee shall
exchange the outstanding principal amount of Securities represented by the
Regulation S Temporary Global Securities for one or more permanent global
Securities registered in the name of the Depositary or its nominee,
substantially in the form hereinabove recited without the Securities Act Legend
(as defined below) (the "Regulation S Permanent Global Securities"; and together
with the Regulation S Temporary Global Security, the "Regulation S Global
Securities") duly executed by the Company and authenticated by the Trustee as
provided herein.  In connection with such exchange, the Trustee shall hold the
Regulation S Permanent Global Securities as custodian for the Depositary or its
nominee, reflect on its books and records the date of such exchange and cancel
the Regulation S Temporary Global Securities.  Restricted Global Securities and
Regulation S Global Securities are sometimes referred to herein as the "Global
Securities".  The aggregate principal amount of Regulation S Global Securities
may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its nominee, as
hereinafter provided.

          (iii)  Following the original issuance of Securities, Securities
offered and sold to an institutional "accredited investor" (within the meaning
of Rule 501 (a) (1), (2), (3) or (7) of Regulation D promulgated under the
Securities Act and which is not a Qualified Institutional Buyer (as defined
below), an "Institutional Accredited Investor"), shall be issued in the form of
one or more physical certificated Securities (each a "Certificated Security")
registered in the name of the purchaser thereof.  Certificated Securities may
only be issued in the circumstances described in subparagraph (c)(ii) and
paragraph (d) below.

     (b)  Restrictive Legends.

          (i)    Each Restricted Global Security, each Regulation S Global
Security and each Certificated Security shall bear the following legend (the
"Securities Act Legend") on the face thereof until the provisions of (d)(ii) or
paragraph (d)(iii) relating to the removal of such legend are complied with:

                                          14
<PAGE>

THE SECURITY (OR ITS PREDECESSORS) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THE
SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT.  THE HOLDER
OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) (a) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144 OF THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR
(d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT PROVIDED THAT IN THE CASE OF A TRANSFER PURSUANT TO THIS
CLAUSE (d), SUCH TRANSFER IS EFFECTED BY THE DELIVERY TO THE TRANSFEREE OF
DEFINITIVE SECURITIES REGISTERED IN ITS NAME (OR ITS NOMINEE'S NAME) IN THE
BOOKS MAINTAINED BY THE REGISTRAR, AND IS SUBJECT TO THE RECEIPT BY THE
REGISTRAR (AND THE COMPANY, IF IT SO REQUESTS) OF A CERTIFICATION OF THE
TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT, (2) TO THE COMPANY OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

          (ii)   Each Global Security shall bear the following legends (the
"Global Legend") on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), A NEW YORK
CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED 

                                          15
<PAGE>

BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL SINCE AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY.  THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.

     The Securities may have such other notations, legends or endorsements
required by law, stock exchange rule or usage.  Each Security shall be dated the
date of its authentication.

     (c)  Book Entry Provisions for Global Securities.

          (i)    Each Restricted Global Security initially shall (i) be
registered in the name of a nominee of the Depositary and (ii) bear legends as
set forth in paragraph (b) above.  Each Regulation S Temporary Global Security
initially shall (i) be registered in the name of a nominee for the Depositary
for the accounts of Morgan Guaranty Trust Company of New York, Brussels office,
as operator of the Euroclear System ("Euroclear") and Cedel Bank, societe
anonyme ("Cedel"), (ii) be delivered to the Trustee as custodian on behalf of
the Depositary and (iii) bear legends as set forth in paragraph (b) above.  Each
Regulation S Permanent Global Security initially shall (i) be registered in the
name of a nominee of the Depositary, (ii) be delivered to the Trustee as
custodian on behalf of the Depositary and (iii) bear the legend as set forth in
subparagraph (b)(ii) above.  Prior to the Offshore Securities Exchange Date,
interests in the Regulation S Temporary Global Security may only be held through
Euroclear and Cedel.  Following the Offshore Securities Exchange Date, interests
in the Regulation S Permanent Global Security may be held by any member of, or
participants in, the Depositary ("Agent Members").

          Agent Members shall have no rights under the Indenture with respect to
any Global Security held on their behalf by the Depositary, or the Trustee as
its custodian, or under the Global Security, and the Depositary may be treated
by the Company, the Trustee and any agent of any of them as the absolute owner
of such Global Security for all purposes whatsoever including, without
limitation, the giving of notices and action upon instructions.  Notwithstanding
the foregoing, nothing herein shall prevent the 


                                          16
<PAGE>

Company, the Trustee or any agent of any of them from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Global Security.

          (ii)   Except as provided in paragraph (c) (iv), transfers of a Global
Security shall be limited to transfers of such Global Security in whole, but not
in part, to the Depositary, its successors or their respective nominees. 
Certificated Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in any Restricted Global Security or
Regulation S Global Security, respectively, if (i) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for such
Restricted Global Security or Regulation S Global Security, as the case may be,
and a successor depository is not appointed by the Company within 90 days of
such notice, (ii) the Company, in its sole discretion, shall so request or (iii)
an Event of Default has occurred and is continuing and the Registrar shall have
received a request from the Depository to issue such Certificated Securities.

          (iii)  Any beneficial interest in one of the Global Securities that is
transferred to a Person who takes delivery in the form of an interest in another
Global Security will, upon transfer, cease to be an interest in such Global
Security and become an interest in the other Global Security and, accordingly,
will thereafter be subject to all transfer restrictions, if any, and other
procedures applicable to beneficial interests in such other Global Security for
as long as it remains such an interest.

          (iv)   In connection with the transfer of an entire Restricted Global
Security or Regulation S Global Security to beneficial owners pursuant to the
second sentence of subparagraph (ii) of this paragraph, the Restricted Global
Security or Regulation S Global Security, as the case may be, shall be deemed to
be surrendered to the Trustee for cancellation, and the Company shall execute,
and the Trustee shall authenticate and deliver, to each beneficial owner
identified by the Depositary in exchange for its beneficial interest, as
notified by the Depositary, in such Restricted Global Security or Regulation S
Global Security, as the case may be, an equal aggregate principal amount of
Certificated Securities of authorized denominations.

          (v)    Any Certificated Security delivered in exchange for an interest
in a Restricted Global Security pursuant to subparagraph (ii) or (iv) of this
paragraph (c) shall, except as otherwise provided by paragraph (d)(iii), bear
the Securities Act Legend.

     (d)  Special Transfer Provisions.  Unless and until the Securities Act
Legend is removed from a Certificated Security or Global Security pursuant to
subparagraph (iii) below (including as a result of an exchange completed on the
Offshore Securities Exchange Date pursuant to paragraph (a)(ii) above), the
following additional provisions shall apply to the proposed transfer, exchange
or replacement of Certificated Securities:

          (i)    The following provisions shall apply with respect to the
registration of any proposed transfer of a Security (or interest in a Global
Security) to any 


                                          17
<PAGE>

Institutional Accredited Investor which is not a Qualified Institutional Buyer
(within the meaning of Rule 144A under the Securities Act, a "Qualified
Institutional Buyer") or to a Non-U.S. Person (as defined in Regulation S):

                 (A)   The Registrar shall register the transfer of any
     Certificated Security containing the Securities Act Legend or any
     interest in a Restricted Global Security if (x) the requested transfer
     is after the time period referred to in Rule 144(k) under the
     Securities Act as in effect with respect to such transfer or (y) the
     proposed transferee (excluding Non-U.S. Persons) has delivered to the
     Registrar a certificate substantially in the form of Exhibit C-1
     hereto or if the transferee is a Non-U.S. Person, the proposed
     transferor has delivered to the Registrar a certificate substantially
     in the form of Exhibit C-2 hereto.

                 (B)   If the proposed transferor is an Agent Member
     holding a beneficial interest in a Restricted Global Security and the
     proposed transferee is an Institutional Accredited Investor which is
     not a Qualified Institutional Buyer, upon receipt by the Depositary
     and Registrar of (x) the documents required by subparagraph (d)(i)(A)
     above (if such transfer is pursuant to clause (y) of subparagraph
     (d)(i)(A) above) and (y) instructions given in accordance with the
     Registrar's procedures, the Registrar shall reflect on its books and
     records the date of such transfer and a decrease in the principal
     amount of such Restricted Global Security in an amount equal to the
     principal amount of the beneficial interest in such Restricted Global
     Security to be transferred and the Company shall execute, and the
     Trustee shall authenticate and deliver, one or more Certificated
     Securities of like tenor and amount.

          (ii)   The following provisions shall apply with respect to the
registration of any proposed transfer of a Security (or interest in a Global
Security) to a Qualified Institutional Buyer:

                 (A)   The Registrar shall register the transfer of any
     Certificated Security containing the Securities Act Legend if (x) the
     requested transfer is after the time period referred to in Rule 144(k)
     under the Securities Act as in effect with respect to such transfer or
     (y) such transfer is being made by a proposed transferor who has
     checked the box provided for on the form of Security stating, or has
     otherwise advised the Company and the Registrar in writing, that the
     sale has been made in compliance with the provisions of Rule 144A to a
     transferee who has signed the certification provided for on the form
     of Security stating, or has otherwise advised the Company and the
     Registrar in writing, that it is purchasing the Security for its own
     account or an account with respect to which it exercises sole
     investment discretion and that it and any such account is a Qualified
     Institutional Buyer within the meaning of Rule 144A, and is aware that
     the sale to it is being made in reliance on Rule 144A and the
     transferor is relying upon its foregoing representations in order to
     claim the exemption from registration provided by Rule 144A.


                                          18
<PAGE>

                 (B)   If the Security to be transferred is a Certificated
     Security containing the Securities Act Legend and the proposed
     transferee is an Agent Member holding such interest on behalf of a
     Qualified Institutional Buyer, upon receipt by the Registrar of (x)
     the documents referred to in subparagraph (d)(i)(A) above (if such
     transfer is pursuant to clause (y) of subparagraph (d)(i)(A) above)
     and (y) instructions given in accordance with the Registrar's
     procedures, the Registrar shall reflect on its books and records the
     date of such transfer and an increase in the principal amount of the
     Restricted Global Security in an amount equal to the principal amount
     of the Certificated Security to be transferred and the Trustee shall
     cancel the Certificated Security so transferred.

          (iii)  Upon the registration of transfer, exchange or replacement of
Securities bearing the Securities Act Legend, the Registrar shall deliver only
Securities that bear the Securities Act Legend unless the requested transfer,
exchange or replacement (i) is after the time period referred to in Rule 144(k)
under the Securities Act as in effect with respect to such transfer, exchange or
replacement, (ii) is made under the circumstances contemplated by the second
subparagraph of paragraph (a) or (c) there is delivered to the Registrar an
opinion of counsel reasonably satisfactory to the Company to the effect that
neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act.  Upon
the registration of transfer, exchange or replacement of Securities not bearing
the Securities Act Legend, the Registrar shall deliver Securities that do not
bear the Securities Act Legend.

          (iv)   By its acceptance of any Security bearing the Securities Act
Legend, each Holder of such a Security acknowledges the restrictions on transfer
of such Security set forth herein and in the Securities Act Legend and agrees
that it will transfer such Security only as provided herein.  The Registrar
shall not register a transfer of any Security unless such transfer complies with
the restrictions on transfer of such Security set forth herein.  In connection
with any transfer of Securities, each Holder agrees by its acceptance of the
Securities to furnish the Registrar or the Company such certifications, legal
opinions or other information as either of them may reasonably require to
confirm that such transfer is being made pursuant to an exemption from, or a
transaction not subject to, the registration requirements of the Securities Act;
provided that the Registrar shall not be required to determine (but may rely on
a determination made by the Company with respect to) the sufficiency of any such
certifications, legal opinions or other information.

     The Registrar shall retain copies of all letters, notices and other written
communications received pursuant to this paragraph (d) in accordance with its
customary procedures.  The Company shall have the right to inspect and make
copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the Registrar.


                                          19
<PAGE>

     SECTION 2.02.  EXECUTION AND AUTHENTICATION.

     Two Officers shall sign the Securities for the Company by manual or
facsimile signature.  The Company's seal shall be reproduced on the Securities.

     If an Officer whose signature is on a Security no longer holds that office
at the time the Security is authenticated, the Security shall nevertheless be
valid.

     A Security shall not be valid until authenticated by the manual signature
of the Trustee.  The signature shall be conclusive evidence that the Security
has been authenticated under this Indenture.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities executed by the Company to the
Trustee for authentication; and the Trustee shall (subject to the last sentence
of this paragraph), upon a written order or orders of the Company signed by an
Officer of the Company, authenticate and make available, for delivery such
Securities.  The order shall specify the amount of Securities to be
authenticated and the date on which such Securities are to be authenticated. 
The aggregate principal amount of Securities outstanding at any time may not
exceed $175,000,000 except to the extent of replaced Securities issued pursuant
to Section 2.07.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities.  An authenticating agent may authenticate Securities
whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An
authenticating agent has the same rights as an Agent to deal with the Company or
a Related Person.

     The Securities shall be issuable only in registered form without coupons
and only in denominations of $1,000 and any integral multiple thereof.

     SECTION 2.03.  REGISTRAR AND PAYING AGENT.

     The Company shall maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency where Securities
may be presented for payment ("Paying Agent"); provided that payment of interest
may, at the option of the Company, be made by check mailed to a Holder at his
registered address.  The Registrar shall keep a register of the Securities and
of their transfer and exchange.  The Company may appoint or change one or more
co-Registrars and one or more additional paying agents without notice and may
act in any such capacity on its own behalf.  The term "Paying Agent" includes
any additional paying agent.

     The Company shall enter into an appropriate agency agreement with any Agent
not a party to this Indenture.  The agreement shall implement the provisions of
this Indenture that relate to such Agent.  The Company shall notify the Trustee
of the name and address of any Agent not a party to this Indenture.  If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such, and shall be entitled to appropriate compensation therefor pursuant to
Section 7.07.


                                          20
<PAGE>

     The Company initially appoints the Trustee as Paying Agent and Registrar.

     SECTION 2.04.  PAYING AGENT TO HOLD MONEY IN TRUST.

     Each Paying Agent shall hold in trust for the benefit of the
Securityholders or the Trustee all moneys held by such Paying Agent for the
payment of principal of or interest on the Securities, and shall notify the
Trustee in writing of any default by the Company in making any such payment. 
While any such default continues, the Trustee may require a Paying Agent to pay
to the Trustee all money held by it upon demand.  The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee.  Upon payment
over to the Trustee, such Paying Agent shall have no further liability for the
money.  If the Company, a Subsidiary or a Related Person, or either of them acts
as Paying Agent, it shall segregate and hold as a separate trust fund all money
held by it as Paying Agent.

     SECTION 2.05.  SECURITYHOLDER LISTS.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders.  If the Trustee is not the Registrar, the Company shall furnish
to the Trustee on or before each interest payment date and at such other times
as the Trustee may request in writing a list, in such form and as of such date
as the Trustee may require, of the names, addresses and tax identification
numbers of Securityholders.

     SECTION 2.06.  TRANSFER AND EXCHANGE.

     Where Securities are presented to the Registrar or a co-Registrar with a
request to register the transfer or to exchange them for an equal principal
amount of Securities of other authorized denominations, the Registrar shall
register the transfer or make the exchange if the requirements of
Section 8-401(a) of the New York Uniform Commercial Code as then in effect are
met.  To permit registrations of transfer and exchanges, the Trustee shall
authenticate Securities at the Registrar's written (if the Registrar is not the
Trustee) request.  The Company or the Trustee, as the case may be, shall not be
required (a) to issue, authenticate, register the transfer of or exchange any
Security during a period beginning at the opening of business 15 days before the
mailing of a notice, of redemption of the Securities selected for redemption
under Section 3.02 and ending at the close of business on the day of such
mailing, or (b) to register the transfer of or exchange any Security so selected
for redemption in whole or in part, except the unredeemed portion of Securities
being redeemed in part.

     No Holder shall Incur a service charge for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer, registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 2.10, 3.06 or 9.05 not involving any
transfer.


                                          21
<PAGE>

     SECTION 2.07.  REPLACEMENT SECURITIES.

     If the Holder of a Security claims that the Security has been mutilated,
lost, destroyed or wrongfully taken, the Company shall issue and the Trustee
shall authenticate a replacement Security if the requirements of Section 8-405
of the New York Uniform Commercial Code are met and, in the case of a mutilated
Security, such mutilated Security is surrendered to the Trustee.  If required by
the Trustee or the Company, an indemnity bond must be sufficient, in the
judgment of both, to protect the Company, the Trustee, or any Agent from any
loss which any of them may suffer if a Security is replaced.  The Company and
the Trustee may charge for their expenses in replacing a Security.

     In case any such mutilated, destroyed or wrongfully taken Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security when due.

     Every replacement Security is an additional Obligation of the Company.

     SECTION 2.08.  OUTSTANDING SECURITIES.

     Securities outstanding at any time are all the Securities authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation and those described in this Section as not outstanding.  A Security
does not cease to be outstanding because the Company or one of its Subsidiaries
or Related Persons holds the Security.

     If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it, or a court
holds, that the replaced Security is held by a BONA FIDE purchaser.

     If the Paying Agent (other than the Company) holds on a redemption date,
repurchase date or maturity date money sufficient to pay Securities payable on
that date, then on and after that date, such Securities shall be deemed to be no
longer outstanding and interest on them shall cease to accrue.

     SECTION 2.09.  SECURITIES HELD BY THE COMPANY OR A RELATED PERSON.

     In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company or a Subsidiary or a Related Person shall be disregarded, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities which the
Trustee actually knows are so owned shall be so disregarded.

     SECTION 2.10.  TEMPORARY SECURITIES.

     Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Securities.  Temporary Securities
shall be substantially in the form of definitive Securities but may have
variations that the Company considers appropriate 


                                          22
<PAGE>

for temporary Securities.  Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate definitive Securities in exchange for
temporary Securities.

     SECTION 2.11.  CANCELLATION.

     The Company at any time may deliver Securities to the Trustee for
cancellation.  The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment.  The Trustee shall cancel all Securities surrendered for registration
of transfer, exchange, payment or cancellation and may destroy canceled
Securities and deliver a certificate of any such destruction to the Company. 
The Company may not issue new Securities to replace Securities that it has paid
or delivered to the Trustee for cancellation.

     SECTION 2.12.  DEFAULTED INTEREST.

     If and to the extent the Company defaults in a payment of interest on the
Securities, it shall pay the defaulted interest in any lawful manner plus, to
the extent not prohibited by applicable statute or case law, interest at the
rate then borne by the Securities on the defaulted interest.  It shall pay the
defaulted interest to the persons who are Securityholders on a subsequent
special record date.  The Company or Trustee (at the direction of the Company)
shall fix such record date and payment date.  At least 15 days before the record
date, the Company or Trustee (at the direction of the Company PROVIDED THAT the
Trustee shall have received the same at least ten but not more than 30 days
prior thereto or such shorter period prior thereto as is acceptable to the
Trustee) shall mail to Securityholders a notice that states the record date,
payment date and amount of interest to be paid.

     SECTION 2.13.  PERSONS DEEMED OWNERS.  

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may
conclusively presume and shall treat the person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and (subject to Section 2.08 and Section 2.12) interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

     None of the Company, the Trustee, any Paying Agent or the Registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of or actions taken in respect of beneficial
ownership interests of a Security in global form or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests
(including but not limited to CUSIP numbers, if any).

     SECTION 2.14.  COMPUTATION OF INTEREST.

     Interest on the Securities shall be computed on the basis of a 360-day year
of twelve 30-day months.
     

                                          23
<PAGE>

                                     ARTICLE 3
                                     REDEMPTION

     SECTION 3.01.  NOTICES TO TRUSTEE.

     If the Company wants to redeem all or a portion of the Securities pursuant
to paragraph 6 of the Securities, it shall provide written notice to the Trustee
at least 60 but not more than 90 days prior to the redemption date (unless a
shorter notice period shall be satisfactory to the Trustee) of the redemption
date and the principal amount of Securities to be redeemed.

     SECTION 3.02.  SELECTION OF SECURITIES TO BE REDEEMED.

     If less than all the Securities are to be redeemed, the Trustee shall
select the particular Securities (or portions thereof) to be redeemed on either
a PRO RATA basis or by lot or such other method as the Trustee shall determine,
in its sole discretion, to be fair and appropriate, such determination to be
final and conclusive for all purposes hereunder, but in any event, in such
manner as complies with applicable legal and stock exchange requirements.  The
Trustee shall make the selection from Securities outstanding not previously
called for redemption.  The Trustee may select for redemption portions of the
principal of Securities that have denominations larger than $1,000.  Securities
and portions of them it selects shall be in amounts of $1,000 or whole multiples
of $1,000.  Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.

     SECTION 3.03.  NOTICE OF REDEMPTION.

     At least 30 days but not more than 60 days before a redemption date, the
Company shall mail by first-class mail a notice of redemption to each Holder
whose Securities are to be redeemed.

     The notice shall identify the Securities and the principal amount thereof
to be redeemed (including the applicable CUSIP number, if any) and shall state:

     (1)  the redemption date;

     (2)  the redemption price (including the amount of accrued interest to be
paid on the Securities called for redemption);

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

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

     (5)  that interest on Securities called for redemption ceases to accrue on
and after the redemption date.


                                          24
<PAGE>

     At the Company's written direction, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense.  In such event
the Company will provide the Trustee with the information required by clauses
(1) through (5).

     SECTION 3.04.  EFFECT OF NOTICE OF REDEMPTION.

     Once a notice of redemption is mailed, Securities or portions thereof
called for redemption become due and payable on the redemption date at the
redemption price and, on and after such date (unless the Company shall default
in the payment of the redemption price), such Securities shall cease to bear
interest.  Upon surrender to the Paying Agent, such Securities shall be paid at
the redemption price plus accrued interest and Additional Interest, if any, to
the redemption date.

     SECTION 3.05.  DEPOSIT OF REDEMPTION PRICE.

     On or before 12:00 Noon San Francisco time on the redemption date, the
Company shall deposit with the Paying Agent money in funds immediately available
on the redemption date sufficient to pay the redemption price of and accrued
interest on all Securities to be redeemed on that date.

     SECTION 3.06.  SECURITIES REDEEMED IN PART.

     Upon surrender of a Security that is redeemed in part, the Trustee shall
authenticate for the Holder a new Security equal in principal amount to the
unredeemed portion of the Security surrendered.

                                     ARTICLE 4
                                     COVENANTS

     SECTION 4.01.  PAYMENT OF SECURITIES.

     The Company shall pay the principal of and interest on the Securities on
the dates and in the manner expressly provided in the Securities.  Principal and
interest shall be considered paid on the date due if the Paying Agent holds on
that date money sufficient to pay all principal and interest then due.

     The Company shall pay interest on overdue principal at the rate borne by
the Securities.  The Company shall pay interest on overdue installments of
interest at the same rate to the extent not prohibited by applicable statute or
case law.

     SECTION 4.02.  MAINTENANCE OF OFFICE OR AGENCY.

     The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where Securities may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served.  The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency.  If at any time the Company 


                                          25
<PAGE>

shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York for such purposes.  The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

     The Company hereby designates the Corporate Trust Office of the Trustee in
the Borough of Manhattan, The City of New York, an agency of the Company in
accordance with Section 2.03.

     SECTION 4.03.  REPORTS TO HOLDERS.

     The Company shall deliver to the Trustee and the Trustee will mail to each
Holder within 15 days after the Company files with the SEC copies of the
quarterly and annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) with respect to the Company and the Guarantors, if any,
which the Company and the Guarantors may be required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act.  The Company also shall
comply with the other provisions of TIA Section 314(a).

     Notwithstanding that neither the Company nor any of the Guarantors may be
required to remain subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act, the Company will continue to file with the SEC and provide
the Trustee and Holders with such annual and quarterly reports and such
information, documents and other reports with respect to the Company and the
Guarantors as are required under Sections 13 and 15(d) of the Exchange Act.  If
filing of documents by the Company with the SEC as aforementioned in this
paragraph is not permitted under the Exchange Act, the Company shall promptly
upon written notice supply copies of such documents to any prospective holder of
Securities.

     SECTION 4.04.  COMPLIANCE CERTIFICATE.

     The Company shall deliver to the Trustee within 120 days after the end of
each fiscal year of the Company an Officer's Certificate stating whether or not
the signatories know of any Default by the Company in performing any of its
obligations under this Indenture and the Securities.  If the Company has
knowledge of any such Default, the certificate shall describe the Default and
its status.

     SECTION 4.05.  STAY, EXTENSION AND USURY LAWS.

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, 


                                          26
<PAGE>

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

     SECTION 4.06.  CORPORATE EXISTENCE.

     Subject to Article 5, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and the corporate existence of each of its Restricted Subsidiaries in accordance
with the respective organizational documents of each Restricted Subsidiary and
the rights (charter and statutory), licenses and franchises to the Company and
its Restricted Subsidiaries; PROVIDED, HOWEVER, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate
existence of any Restricted Subsidiary if, in the judgment of the Board of
Directors of the Company, (i) such preservation or existence is not material to
the conduct of business of the Company and its Restricted Subsidiaries taken as
a whole, and (ii) the loss of such right, license or franchise or the
dissolution of such Restricted Subsidiary does not have a material adverse
impact on the Holders.

     SECTION 4.07.  NOTICE OF DEFAULT.

     In the event that any Default under Section 6.01 hereof shall occur the
Company will give prompt written notice of such Default to the Trustee.

     SECTION 4.08.  CHANGE OF CONTROL.

     (a)  Upon the occurrence of a Change of Control, each Holder shall have the
right to require that the Company repurchase all or a portion of such Holder's
Securities at a purchase price in cash equal to 101% of the principal amount
thereof plus accrued and unpaid interest and Additional Interest, if any, to the
date of repurchase (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), in
accordance with the provisions of this Section 4.08.

     (b)  Within 30 days following actual knowledge of any Change of Control,
the Company shall mail a notice to each Holder with a copy to the Trustee
stating:

          (i)    that a Change of Control has occurred and that such Holder has
     the right to require the Company to purchase such Holder's Securities at a
     purchase price in cash equal to 101% of the principal amount outstanding at
     the repurchase date plus accrued and unpaid interest and Additional
     Interest, if any, to the date of repurchase (subject to the right of
     Holders of record on the relevant record date to receive interest on the
     relevant interest payment date) (the "Repurchase Price");

          (ii)   the circumstances and relevant facts and relevant financial
     information (as determined by the Board of Directors of the Company in good
     faith and in compliance with applicable law) regarding such Change of
     Control;


                                          27
<PAGE>

          (iii)  the repurchase date (which shall be no earlier than 30 days nor
     later than 60 days from the date such notice is mailed) (the "Repurchase
     Date"); 

          (iv)   that any Security not tendered or accepted for payment will
     continue to accrue interest;

          (v)    that any Security accepted for payment shall cease to accrue
     interest after the Repurchase Date;

          (vi)   that Holders electing to have a Security purchased will be
     required to surrender the Security, with the form entitled "Option of
     Holder to Elect Purchase" on the reverse side of the Security completed, to
     the Paying Agent at the address specified in the Notice at least five days
     before the Repurchase Date;

          (vii)  that Holders will be entitled to withdraw their election if the
     Paying Agent receives, not later than three days prior to the Repurchase
     Date, a telegram, telex, facsimile transmission or letter setting forth the
     name of the Holder, the principal amount of the Security the Holder
     delivered for purchase and a statement that such Holder is withdrawing his
     election to have the Security purchased;

          (viii) that Holders whose Securities were purchased only in part will
     be issued new Securities equal in principal amount to the unpurchased
     portion of the Securities surrendered; and

          (ix)   such other information as is required under Section 14 of the
     Exchange Act.

     (c)  On the Repurchase Date, the Company shall (i) accept for payment
Securities or portions thereof properly tendered, (ii) deposit with the Paying
Agent money sufficient to pay the purchase price of all Securities or portions
thereof so accepted and (iii) deliver to the Trustee Securities so accepted
together with an Officer's Certificate stating the Securities or portions
thereof accepted for payment by the Company.  The Paying Agent shall promptly
mail or deliver to Holders of Securities so accepted, payment in an amount equal
to the Repurchase Price, and the Trustee shall promptly authenticate and mail or
deliver to such Holders a new Security equal in principal amount of any
unpurchased portion of the Security surrendered.  The Company will publicly
announce the results on or as soon as practical after the Repurchase Date.  For
purposes of this Section 4.08(c), the Trustee shall act as the Paying Agent.

     (d)  If any repurchase pursuant to the foregoing provisions constitutes a
tender offer as defined under the Exchange Act, the Company will comply with the
requirements of Rule l4e-1 and any other tender offer rules under the Exchange
Act which then may be applicable.  To the extent that the provisions of any
securities laws or regulations conflict with the provisions of the covenant
described hereunder, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its Obligations
under the covenant described hereunder by virtue thereof.


                                          28
<PAGE>

     SECTION 4.09.  MAINTENANCE OF CONSOLIDATED NET WORTH.

     (a)  In the event that the Company's Consolidated Net Worth at the end of
each of any two consecutive fiscal quarters (the last day of such second fiscal
quarter being referred to as the "Trigger Date") is less than $75,000,000 (the
"Minimum Net Worth"), then the Company shall make an offer to all Holders (a
"Net Worth Offer") to acquire on a PRO RATA basis on the date (the "Net Worth
Repurchase Date") that is 45 days following the date of the Net Worth Notice (as
defined below), Securities in an aggregate principal amount equal to 10% of the
aggregate amount of the Securities issued under the Indenture (or if less than
10% of the aggregate principal amount of the Securities issued are then
outstanding, all the Securities outstanding at the time) (the "Net Worth Offer
Amount") at a purchase price of 100% of the principal amount thereof, plus
accrued interest and Additional Interest, if any, to the Net Worth Repurchase
Date (the "Net Worth Price").  The Company may credit against the Net Worth
Offer Amount the principal amount of Securities acquired by the Company prior to
the relevant Trigger Date through purchase, optional redemption or exchange.  No
credit shall be made for any mandatory repurchase, including without limitation,
repurchases pursuant to a Net Worth Offer, a Change of Control or a Net Proceeds
Offer (as defined in Section 4.15).  The Company, however, may not credit a
specific Security in more than one Net Worth Offer.  In no event shall the
Consolidated Net Worth for any fiscal quarter included in the calculation of
Minimum Net Worth which results in the making of a Net Worth Offer be counted
toward the determination of whether the Company is required to make a subsequent
Net Worth Offer.  The Company shall notify the Trustee promptly after the
occurrence of any of the events specified in this Section 4.09 and shall notify
the Trustee in writing if its Consolidated Net Worth is equal to or less than
the Minimum Net Worth for any fiscal quarter.

     (b)  Within 30 days after the Trigger Date, the Company, or, at the request
of the Company, the Trustee, shall give notice of the Net Worth Offer to each
Holder (the "Net Worth Notice").  The Company shall also deliver a copy of the
Net Worth Notice to the Trustee.  Any such notice shall contain the following:

          (1)  the Net Worth Repurchase Date;

          (2)  the date by which the Net Worth Offer must be accepted by a
Holder;

          (3)  the Net Worth Price and the Net Worth Offer Amount; and

          (4)  a statement that Securities are to be surrendered for payment of
the Net Worth Price.

     (c)  To accept a Net Worth Offer a Holder shall deliver to the Company (if
it is acting as its own trustee) or to a trustee designated by the Company for
such purpose in the Net Worth Notice, on or before the 30th day after the date
of the Net Worth Notice, or, if such day is a Legal Holiday, the next subsequent
day which is not a Legal Holiday, (i) written notice of the Holder's acceptance
of such offer, which notice shall set forth the name of the Holder, the
principal amount of Securities (or portions thereof) to be repurchased, a
statement that an acceptance of 


                                          29
<PAGE>

the Net Worth Offer is being made thereby and (ii) the Securities with respect
to which the Net Worth Offer is being accepted, duly endorsed for transfer to
the Company, and the Holder of such Securities shall be entitled to receive from
the Company (if it is acting as its own paying agent) or such Paying Agent
(designated by the Company for such purpose) a nontransferable receipt of
deposit evidencing such deposit.  Such written notice may be withdrawn upon
further written notice delivered to such trustee on or prior to the third day
preceding the Net Worth Repurchase Date.

     If the Net Worth Repurchase Date is between a regular record date for the
payment of interest and the next succeeding interest payment date, any Security
to be repurchased must be accompanied by funds equal to the interest payable on
such succeeding interest payment date on the principal amount to be repurchased
(unless such Security shall have been called for redemption, in which case no
such payment shall be required), and the interest on the principal amount of the
Security being repurchased will be paid on such next succeeding interest payment
date to the registered Holder of such Security on the immediately preceding
record date.  A Security repurchased on an interest payment date need not be
accompanied by any payment, and the interest on the principal amount of the
Security being repurchased will be paid on such interest payment date to the
registered Holder of such Security on the immediately preceding record date.

     (d)  In the event a Net Worth Offer is accepted in accordance with the
terms hereof, the Company shall pay or cause to be paid the applicable Net Worth
Price with respect to the Securities as to which the Net Worth Offer shall have
been accepted (on a PRO RATA basis up to the Net Worth Offer Amount, plus
accrued interest) to the Holder on the Net Worth Repurchase Date.

     (e)  On the Net Worth Repurchase Date, the Company shall deliver to the
Trustee the amount of Securities to be credited against the Net Worth Offer
Amount and shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust in
accordance with Section 2.04) an amount of money sufficient to pay the Net Worth
Price payable in respect of all of the Securities which are to be repurchased on
that date, but in no event shall the Company be obligated to deposit an amount
in excess of the Net Worth Offer Amount, plus accrued interest.

     (f)  Both the notice of the Company and the notice of the Holder having
been given as specified in this Section 4.09, the Securities to be repurchased
shall, on the Net Worth Repurchase Date, become due and payable at the Net Worth
Price applicable thereto and from and after such date (unless the Company shall
default in the payment of the Net Worth Price) such Securities shall cease to
bear interest.  If any Security shall not be paid upon surrender thereof for
repurchase, the principal and interest (to the extent lawful) shall, until paid,
bear interest from the Net Worth Repurchase Date at the rate borne by such
Security.

     (g)  Any Security which is to be submitted for repurchase only in part
shall be delivered (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 by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and 


                                          30
<PAGE>

the Trustee shall authenticate and make available for delivery to the Holder of
such Security without any service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, of the same tenor and in
aggregate principal amount equal to and in exchange for the portion of the
principal of such Security not submitted for repurchase.

     (h)  If any repurchase pursuant to the foregoing provisions constitutes a
tender offer as defined under the Exchange Act, the Company will comply with the
requirements of Rule l4e-1 and any other tender offer rules under the Exchange
Act which then may be applicable.

     SECTION 4.10.  LIMITATION ON ADDITIONAL INDEBTEDNESS.

     (a)  The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, Incur any Indebtedness unless, after giving effect
thereto, either (i) the ratio of Indebtedness of the Company and the Restricted
Subsidiaries to Consolidated Tangible Net Worth of the Company is less than 2.0
to 1; or (ii) the Consolidated Coverage Ratio exceeds 2.0 to 1.

     (b)  Notwithstanding the foregoing, the Company and its Restricted
Subsidiaries may Incur:  

          (i)    Indebtedness under one or more Bank Credit Facilities in an
     amount not in excess of $125,000,000; 

          (ii)   Indebtedness Incurred as of the Issuance Date;

          (iii)  Indebtedness represented by Securities issued on the Issuance
     Date and the related Guarantees;

          (iv)   Obligations Incurred under letters of credit, escrow agreements
     and surety bonds in the ordinary course of business; 

          (v)    Indebtedness Incurred solely for the purpose of Refinancing or
     repaying any existing Indebtedness so long as: (A) the principal amount of
     such new Indebtedness does not exceed the principal amount of the existing
     Indebtedness Refinanced or repaid (plus the premiums or other payments
     required to be paid in connection with such Refinancing or repayment and
     the expenses incurred in connection therewith); (B) the maturity of such
     new Indebtedness is not earlier than that of the existing Indebtedness to
     be Refinanced or repaid; (C) such new Indebtedness, determined as of the
     date of Incurrence, has an Average Life at least equal to the remaining
     Average Life of the Indebtedness to be Refinanced or repaid; (D) the new
     Indebtedness is subordinate to the Securities to the same extent as the
     Indebtedness being Refinanced and contains restrictions on payment upon the
     occurrence of a default on Senior Debt at least as restrictive in all
     material respects as the restrictions on payment contained in the
     Indebtedness being Refinanced; and (E) the existing and new Indebtedness
     are Obligations of the same entity; and

                                          31
<PAGE>

          (vi)   Other Indebtedness Incurred (in addition to Indebtedness
     permitted by any other clause of this paragraph) in an aggregate principal
     amount at any time outstanding not to exceed $25,000,000.

     SECTION 4.11.  LIMITATION ON RESTRICTED PAYMENTS.

     (a)  The Company will not, nor will it permit any Restricted Subsidiary to,
directly or indirectly, 

          (i)    declare or pay any dividend on, or make any distribution in
     respect of, or purchase, redeem, or otherwise acquire or retire for value
     any Capital Stock of the Company other than through the issuance solely of
     the Company's own Capital Stock (other than Disqualified Stock) or rights
     thereto; 

          (ii)   make any principal payment on, or redeem, repurchase, defease
     or otherwise acquire or retire for value prior to scheduled principal
     payments or at maturity, Indebtedness of the Company or any Restricted
     Subsidiary which is expressly subordinated in right of payment to the
     Securities unless the Company or the Restricted Subsidiary, as the case may
     be, uses the proceeds of a substantially contemporaneous Incurrence of new
     Indebtedness permitted by clause (v) of the Limitation on Additional
     Indebtedness to make such principal payment on, or redeem, repurchase,
     defease or otherwise acquire or retire for value such prior Indebtedness;
     or

          (iii)  make any Restricted Investment (such payments or any other
     actions described in (i), (ii) and (iii) being referred to herein
     collectively as, "Restricted Payments") unless:

                 (A)   at the time of, and after giving effect to, the proposed
          Restricted Payment, no Event of Default (and no event that, after
          notice or lapse of time, or both, would become an Event of Default)
          shall have occurred and be continuing;

                 (B)   the Company is able to Incur an additional $1.00 in
          Indebtedness pursuant to the Section 4.10(a); and 

                 (C)   at the time of, and after giving effect thereto, the sum
          of the aggregate amount expended (or with respect to guarantees or
          similar arrangements the amount then guaranteed) for all such
          Restricted Payments (the amount expended for such purposes, if other
          than in cash, to be determined by the Board of Directors of the
          Company, whose determination shall be conclusive and evidenced by a
          resolution of such Board of Directors filed with the Trustee)
          subsequent to December 31, 1997 shall not exceed the sum of (1) 50% of
          the aggregate Consolidated Net Income (or, in case such aggregate
          Consolidated Net Income shall be a deficit, minus 100% of such
          deficit) of the Company accrued on a cumulative basis subsequent to
          December 31, 1997; (2) the aggregate net proceeds, including the fair
          market value of property other than cash (as determined by the Board
          of Directors of the Company, whose determination shall 


                                          32
<PAGE>

          be conclusive and evidenced by a resolution of such Board of Directors
          filed with the Trustee) received by the Company from the issuance or
          sale, after the Issuance Date, of Capital Stock (other than
          Disqualified Stock) of the Company, including Capital Stock (other
          than Disqualified Stock) of the Company issued subsequent to the
          Issuance Date or upon the conversion of Indebtedness of the Company
          issued subsequent to the Issuance Date and initially issued for cash,
          (3) an amount equal to the sum of (aa) 100% of dividends or
          distributions (the fair value of which, if other than cash, to be
          determined by the Board of Directors of the Company in good faith)
          paid to the Company (or any Restricted Subsidiary) by an Unrestricted
          Subsidiary, Homebuilding Joint Venture or any other Person in which
          the Company (or any Restricted Subsidiary), directly or indirectly,
          has an ownership interest but less than an 80% ownership interest; and
          (bb) the portion (proportionate to the Company's equity interest in
          the Subsidiary) of the fair market value of the net assets of an
          Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
          designated a Restricted Subsidiary; PROVIDED, HOWEVER, that the
          foregoing sum shall not exceed, in the case of an Unrestricted
          Subsidiary, the amount of Restricted Investments previously made (and
          treated as a Restricted Payment) by the Company or any Restricted
          Subsidiary in such Unrestricted Subsidiary; and (cc) $10,000,000.

     (b)  The foregoing shall not prevent (i) the payment of any dividend within
60 days after the date of declaration thereof, if at said date of declaration
the making of such payment would have complied with the provisions of this
limitation on dividends; PROVIDED, HOWEVER, that such dividend shall be included
in future calculations of Restricted Payments, (ii) the retirement of any shares
of the Company's Capital Stock by exchange for, or out of proceeds of the
substantially concurrent sale of, other shares of its Capital Stock (other than
Disqualified Stock); PROVIDED, HOWEVER, that the aggregate net proceeds from
such sale shall be excluded from the calculation of the amounts under subclause
(C)(2) above, (iii) the redemption, repayment, repurchase, defeasance or other
retirement of Indebtedness with proceeds received from the substantially
concurrent sale of shares of the Company's Capital Stock (other than
Disqualified Stock); PROVIDED, HOWEVER, that the aggregate net proceeds from
such sale shall be excluded from the calculation of the amounts under subclause
(C)(2) above.

     SECTION 4.12.  LIMITATION ON PAYMENT RESTRICTIONS AFFECTING RESTRICTED
                    SUBSIDIARIES.

     The Company will not, and will not permit any Restricted Subsidiary to,
create or otherwise cause or permit to exist or become effective any consensual
encumbrance or consensual restriction on the ability of any Restricted
Subsidiary (i) to pay dividends or make any other distributions on its Capital
Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to
the Company, (ii) to make any loans or advances to the Company or (iii) to
transfer any of its property or assets to the Company, except:  (A) any
encumbrance or restriction pursuant to an agreement in effect at or entered into
on the Issuance Date; (B) any encumbrance or restriction with respect to a
Restricted Subsidiary pursuant to an agreement relating to any Indebtedness
Incurred by such Restricted Subsidiary which was entered into on or prior to the
date on which such Restricted Subsidiary was acquired by the Company (other than
as 


                                          33
<PAGE>

consideration in, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Restricted
Subsidiary or was acquired by the Company) and outstanding on such date; (C) any
encumbrance or restriction pursuant to an agreement effecting a Refinancing of
Indebtedness Incurred pursuant to an agreement referred to in clause (A) or (B)
of this Section 4.12. (or effecting a Refinancing of such Refinancing
Indebtedness pursuant to this clause (C)) or contained in any amendment to an
agreement referred to in clause (A) or (B) of this covenant or this clause (C);
PROVIDED, HOWEVER, that the encumbrances and restrictions with respect to such
Restricted Subsidiary contained in any such Refinancing agreement or amendment
are no more restrictive in any material respect than the encumbrances and
restrictions with respect to such Restricted Subsidiary contained in such
agreements; (D) any such encumbrance or restriction consisting of customary
contractual non-assignment provisions to the extent such provisions restrict the
transfer of rights, duties or Obligations under such contract; (E) in the case
of clause (iii) above, restrictions contained in security agreements or
mortgages securing Indebtedness of a Restricted Subsidiary to the extent such
restrictions restrict the transfer of the property subject to such security
agreements or mortgages; (F) any restriction with respect to a Restricted
Subsidiary imposed pursuant to an agreement entered into for the sale or
disposition of all or substantially all the Capital Stock or assets of such
Restricted Subsidiary pending the closing of such sale or disposition; and
(G) any restriction imposed by applicable law.

     SECTION 4.13.  LIMITATION ON LIENS.

     The Company will not, and will not permit any Restricted Subsidiary to,
issue, assume, guarantee or suffer to exist any Indebtedness secured by any
mortgage, pledge, lien or other encumbrance of any nature (herein collectively
referred to as a "lien" or "liens") upon any property of the Company or any
Restricted Subsidiary, or on any shares of stock of any Restricted Subsidiary,
without in any such case effectively providing that the Securities (together
with, if the Company shall so determine, any other Indebtedness of the Company
or such Restricted Subsidiary ranking PARI PASSU with the Securities) shall be
secured equally and ratably with such Indebtedness, except that the foregoing
restrictions shall not apply to:  

     (i)    liens existing on the Issuance Date; 

     (ii)   pledges, guarantees and deposits under workers' compensation laws,
unemployment insurance laws or similar legislation, good faith deposits under
bids, tenders or contracts, deposits to secure public or statutory obligations
or appeal or similar bonds, and liens created by special assessment districts
used to finance infrastructure improvements; 

     (iii)  liens existing on property or assets of any entity on the date on
which it becomes a Restricted Subsidiary, which secured Indebtedness is not
incurred in contemplation of such entity becoming a Restricted Subsidiary,
PROVIDED that such liens are not extended to other property or assets of such
Restricted Subsidiary, any other Restricted Subsidiary or the Company;

     (iv)   liens on or leases of model home units; 


                                          34
<PAGE>

     (v)    the replacement of any of the items set forth in clauses (i) through
(iv) above, PROVIDED that (A) the principal amount of the Indebtedness secured
by liens shall not be increased, (B) such Indebtedness, determined as of the
date of Incurrence, has an Average Life at least equal to the remaining Average
Life of the Indebtedness to be Refinanced, (C) the maturity of such Indebtedness
is not earlier than that of the Indebtedness to be Refinanced, and (D) the liens
shall be limited to the property or part thereof which secured the lien so
replaced or property substituted therefor as a result of the destruction,
condemnation or damage of such property; 

     (vi)   liens or priorities Incurred in the ordinary course of business,
such as, without limitation, laborers', employees', carriers', mechanics',
vendors' and landlords' liens or priorities; 

     (vii)  liens for certain taxes and certain survey and title exceptions; 

     (viii) liens arising out of judgments or awards against the Company or any
Restricted Subsidiary with respect to which the Company or such Restricted
Subsidiary is in good faith prosecuting an appeal or proceeding for review and
with respect to which it has secured a stay of execution pending such appeal or
proceeding for review; 

     (ix)   liens on property owned by any Homebuilding Joint Venture PROVIDED
that the Indebtedness secured by such liens is Non-Recourse Indebtedness; and

     (x)    liens which would otherwise be subject to the foregoing restrictions
which, when the Indebtedness relating to those liens is added to all other then
outstanding Indebtedness of the Company and the Restricted Subsidiaries secured
by liens and not listed in clauses (i) through (ix) above, does not exceed 20%
of Consolidated Tangible Net Worth.

     SECTION 4.14.  LIMITATION ON TRANSACTIONS WITH RELATED PERSONS.

     The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into any transaction or series of
transactions with Related Persons of the Company unless: (i) such transactions
are between or among the Company and its Restricted Subsidiaries, (ii) such
transactions are in the ordinary course of business and consistent with past
practice or (iii) the terms of such transactions are fair and reasonable to the
Company or such Restricted Subsidiary, as the case may be, and are at least as
favorable as the terms which could be obtained by the Company or such Restricted
Subsidiary, as the case may be, in a comparable transaction made on an
arm's-length basis between Persons who are not Related Persons.  In the event of
any transaction or series of transactions occurring subsequent to the Issuance
Date with a Related Person which involves in excess of $1,000,000 and is not
permitted under clause (i) of the preceding sentence, all of the disinterested
members of the Board of Directors shall by resolution determine that such
transaction or series of transactions meets the criteria set forth in clause
(iii) of the preceding sentence.  In the event of any transaction or series of
transactions occurring subsequent to the Issuance Date with a Related Person
which involves in excess of $10,000,000 and is not permitted under clause (i)
above, the Company will be required to deliver to the Trustee an opinion of an
Independent Financial Advisor to the effect that the transaction is fair to the
Company or the relevant Restricted Subsidiary, as the case may be, from a
financial 


                                          35
<PAGE>

point of view.  Notwithstanding the foregoing, such provisions do not prohibit
and will not apply to (1) any Restricted Payment which is permitted by
Section 4.11 or (2) the payment of compensation to directors of the Company who
are not employees of the Company and wages and other compensation to officers of
the Company or any of its Subsidiaries in the ordinary course of business
consistent with past practice.

     SECTION 4.15.  LIMITATION ON ASSET DISPOSITIONS.

     (a)  The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, consummate an Asset Disposition,
unless:

          (i)    the Company or such Restricted Subsidiary, as the case may be,
     receives consideration at the time of such Asset Disposition at least equal
     to the fair market value (as determined in good faith by the Board of
     Directors of the Company or the Restricted Subsidiary, as the case may be)
     of the assets disposed of, and 

          (ii)   the consideration for such Asset Disposition consists of at
     least 75% cash; PROVIDED, that (x) the amount of liabilities assumed by the
     transferee, (y) any notes or other Obligations received by the Company or
     such Restricted Subsidiary and immediately converted into cash or (z) with
     respect to the sale or other disposition of all of the Capital Stock of any
     Restricted Subsidiary, the amount of liabilities that remain the obligation
     of such Restricted Subsidiary subsequent to such sale or other disposition,
     shall be deemed to be "cash."

     (b)  Within 12 months from the date that any Asset Disposition is
consummated, the Net Proceeds thereof will be reinvested in Additional Assets or
applied to the redemption or repurchase of Indebtedness of the Company which
ranks senior or PARI PASSU with the Securities or Indebtedness of a Restricted
Subsidiary which is not subordinated to other Indebtedness of such Restricted
Subsidiary (which, in each case, shall be a permanent reduction of such
Indebtedness).  To the extent that the Net Proceeds of an Asset Disposition are
not so applied, the Company or such Restricted Subsidiary, as the case may be,
will, within 30 days from the expiration of such 12-month period, use the
remaining Net Proceeds (less any amounts used to pay reasonable fees and
expenses connected with a Net Proceeds Offer (as defined below)) to make an
offer (a "Net Proceeds Offer") to repurchase the Securities at a price equal to
100% of the principal amount thereof, plus, subject to section (c) below,
accrued interest, and Additional Interest, if any, to the date of such
repurchase, which date shall be on or before the 30th day after the date of the
Net Proceeds Offer (the "Net Proceeds Repurchase Date"), in accordance with the
provisions of clause (c) below.

     Notwithstanding the foregoing, the Net Proceeds of an Asset Disposition are
not required to be applied in accordance with the preceding paragraph, unless
and until the aggregate Net Proceeds for all such Asset Dispositions in a
12-month period (measured on a rolling basis) exceeds $5,000,000.  In addition,
for purposes of this clause (b), Net Proceeds made available for use by the
Company in connection with a Net Proceeds Offer which exceed the amount of Net
Proceeds necessary to repurchase the Securities shall not be considered to be
Net Proceeds after consummation of such Net Proceeds Offer. 


                                          36
<PAGE>

     (c)  If the Company or one of its Restricted Subsidiaries is required to
make a Net Proceeds Offer pursuant to clause (b) above, the Company or such
Restricted Subsidiary, or, at the request of the Company, the Trustee, shall
give notice of the Net Proceeds Offer to each Holder (the "Net Proceeds Offer
Notice").  The Company shall also deliver a copy of the Net Proceeds Offer
Notice to the Trustee.  Any such notice shall contain all instructions and
materials necessary to enable such Holders to deliver Securities pursuant to the
Net Proceeds Offer including, without limitation, the following:

          (1)  the Net Proceeds Repurchase Date;

          (2)  the date by which the Net Proceeds Offer must be accepted;

          (3)  the applicable amount of Net Proceeds being applied to the
repurchase of Securities in the Net Proceeds Offer (the "Purchase Amount"); and

          (4)  that Securities are to be surrendered for payment.

     To accept a Net Proceeds Offer a Holder shall deliver to the Company (if it
is acting as its own trustee) or to a trustee designated by the Company for such
purpose in the notice referred to above on or before the Net Proceeds Repurchase
Date, or, if such day is a Legal Holiday, the next subsequent day which is not a
Legal Holiday, (i) written notice of the Holder's acceptance of the Net Proceeds
Offer, which notice shall set forth the name of the Holder, the principal amount
of Securities (or portions thereof) to be repurchased and a statement that an
election to accept the Net Proceeds Offer is being made thereby, and (ii) the
Securities with respect to which the Net Proceeds Offer is being accepted, duly
endorsed for transfer to the Company.  The Holder of such Securities shall be
entitled to receive from the Company (if it is acting as its own trustee) or
such other trustee designated by the Company for such purpose a nontransferable
receipt of deposit evidencing such deposit.  Such written notice may be
withdrawn upon further written notice to such trustee on or prior to the third
day preceding the Net Proceeds Repurchase Date.

     If the Net Proceeds Repurchase Date is between a regular record date for
the payment of interest and the next succeeding interest payment date, any
Security to be repurchased must be accompanied by funds equal to the interest
payable on such succeeding interest payment date on the principal amount to be
repurchased (unless such Security shall have been called for redemption, in
which case no such payment shall be required), and the interest on the principal
amount of the Security being repurchased will be paid on such next succeeding
interest payment date to the registered Holder of such Security on the
immediately preceding record date.  A Security repurchased on an interest
payment date need not be accompanied by any payment, and the interest on the
principal amount of the Security being repurchased will be paid on such interest
payment date to the registered Holder of such Security on the immediately
preceding record date.

     In the event a Net Proceeds Offer shall be accepted in accordance with the
terms hereof, the Company shall pay or cause to be paid the PRO RATA portion of
the Purchase Amount with respect to the Securities as to which the Net Proceeds
Offer shall have been accepted to the Holder of such Securities on the Net
Proceeds Repurchase Date.


                                          37
<PAGE>

     On or prior to a Net Proceeds Repurchase Date, the Company shall deposit
with the Trustee or with a trustee designated by the Company for such purpose
(or, if the Company is acting as its own trustee, segregate and hold in trust in
accordance with Section 2.04) an amount of money equal to the Purchase Amount.

     Both the notice of the Company and the notice of the Holder having been
given as specified above, the Securities to be repurchased shall, on the Net
Proceeds Repurchase Date, become due and payable and from and after such date
(unless the Company shall default in the payment of the Purchase Amount) such
Securities shall cease to bear interest.  If any Security shall not be paid upon
surrender thereof for repurchase, the principal and interest shall, until paid,
bear interest from the Net Proceeds Repurchase Date at the rate borne by such
Security.

     Any Security which is to be submitted for repurchase only in part shall be
delivered pursuant to this provision (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 by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and make available for delivery to the Holder of
such Security without any service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, of the same tenor and in
aggregate principal amount equal to and in exchange for the portion of the
principal of such Security not submitted for repurchase.

     (d)  If any repurchase pursuant to the foregoing provisions constitutes a
tender offer as defined under the Exchange Act, the Company will comply with the
requirements of Rule 14e-1 and any other tender offer rules under the Exchange
Act which then may be applicable.

     (e)  Any amount of Net Proceeds remaining after a Net Proceeds Offer shall
be returned by the Trustee to the Company and may be used by the Company for any
purpose not inconsistent with this Indenture.

     SECTION 4.16.  LIMITATION ON BUSINESS ACTIVITIES.

     The Company will not, and will not permit any Restricted Subsidiary to,
engage in any business other than a Related Business.

     SECTION 4.17.  LIMITATION ON DESIGNATION OF RESTRICTED AND UNRESTRICTED
                    SUBSIDIARIES.

     The Company will not permit any Restricted Subsidiary to be designated as
an Unrestricted Subsidiary unless the Company and its Restricted Subsidiaries
would thereafter be permitted to (i) Incur at least $1.00 of Indebtedness
pursuant to the Section 4.10(a) and (ii) make a Restricted Payment of at least
$1.00 pursuant to Section 4.11(a).

     The Company will not permit any Unrestricted Subsidiary to be designated as
a Restricted Subsidiary unless such Subsidiary has outstanding no Indebtedness
except such Indebtedness as the Company could permit it to become liable for
immediately after becoming a Restricted Subsidiary under the provisions of
Section 4.10.


                                          38
<PAGE>

     SECTION 4.18.  ADDITIONAL GUARANTORS.

     The Company shall cause any Subsidiary which is designated as a Restricted
Subsidiary (other than, in the Company's discretion, any Restricted Subsidiary
with a Consolidated Tangible Net Worth of not more than $5,000,000) and, at the
Company's discretion, any Unrestricted Subsidiary may be a Guarantor to,
simultaneously with its designation as a Restricted Subsidiary, execute and
deliver (i) a supplemental indenture to this Indenture, providing for the
guarantee of payment of the Securities by such Subsidiary pursuant to the terms
of Article Ten hereof and Exhibit B hereto and (ii) a Guarantee in the form of
Exhibit B hereto.

                                     ARTICLE 5
                                     SUCCESSORS

     SECTION 5.01.  LIMITATION ON MERGERS AND SALES OF ASSETS BY THE COMPANY AND
                    THE GUARANTORS

     (a)  The Company will not consolidate with, merge into or transfer all or
substantially all of its assets to another Person unless (i) such Person (if
other than the Company) is a corporation organized under the laws of the United
States or any state thereof or the District of Columbia and expressly assumes
all the Obligations of the Company under the Indenture and the Securities;
(ii) immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing; (iii) the Consolidated Net Worth
of the obligor of the Securities immediately after giving effect to such
transaction (exclusive of any adjustments to Consolidated Net Worth relating to
transaction costs and accounting adjustments resulting from such transaction) is
not less than the Consolidated Net Worth of the Company immediately prior to
such transaction; and (iv) the surviving corporation would be able to Incur at
least an additional $1.00 of Indebtedness pursuant to Section 4.10(a).

     (b)  No Guarantor may consolidate with or merge with or into (whether or
not such Guarantor is the surviving person) another corporation, Person or
entity, whether or not a Related Person of such Guarantor unless:  (i) subject
to the provisions of the following paragraph, the Person formed by or surviving
any such consolidation or merger (if other than such Guarantor) assumes all the
Obligations of such Guarantor, pursuant to a supplemental indenture in form and
substance reasonably satisfactory to the Trustee, under the Securities, the
Indenture, the Registration Rights Agreement and the Guarantees; (ii)
immediately after giving effect to such transaction, no Default or Event of
Default exists; and (iii) the Company would be permitted by virtue of the
Company's pro forma Consolidated Coverage Ratio, immediately after giving effect
to such transaction, to Incur at least $1.00 of additional Indebtedness pursuant
to the Consolidated Coverage Ratio test set forth in the covenant described
below under Section 4.10.

     The Company shall deliver to the Trustee prior to the consummation of any
proposed transaction an Officer's Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.


                                          39
<PAGE>

     SECTION 5.02.  SUCCESSOR SUBSTITUTED.

     Upon any consolidation, merger, sale, assignment, transfer, lease or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 5.01, the Successor shall succeed to, and be substituted
for, and may exercise every right and power of, and shall assume every duty and
Obligation of, the Company under this Indenture with the same effect as if such
Successor had been named as the Company herein.  When the Successor assumes all
Obligations of the Company hereunder, all Obligations of the predecessor shall
terminate.

                                     ARTICLE 6
                               DEFAULTS AND REMEDIES

     SECTION 6.01.  EVENTS OF DEFAULT.

     An "Event of Default" occurs if:

     (1)  the Company fails to pay the principal of any Security when the same
becomes due and payable at maturity, upon acceleration or otherwise;

     (2)  the Company fails to pay interest on any Security when the same
becomes due and payable and such failure continues for a period of 30 days;

     (3)  the Company or any Guarantor defaults in the observance or performance
of any other covenant or agreement of the Company or Guarantor in the
Securities, the Guarantees or this Indenture and the default continues for the
period and after the notice specified below;

     (4)  the Company or any of its Restricted Subsidiaries pursuant to or
within the meaning of any Bankruptcy Law:

          (A)  commences a voluntary case,

          (B)  consents to the entry of an order for relief against it in an
involuntary case,

          (C)  consents to the appointment of a Custodian of it or for all or
substantially all of its property, or

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

     (5)  a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

          (A)  is for relief against the Company in an involuntary case,

          (B)  appoints a Custodian of the Company for all or substantially all
of its property, or

          (C)  orders the liquidation of the Company,


                                          40
<PAGE>

     and the order or decree remains unstayed and in effect for 90 days.

     (6)  an Event of Default shall have occurred under one or more mortgage,
indenture (including this Indenture) or instrument under which is issued or
which secures or evidences Indebtedness of the Company or any of its Restricted
Subsidiaries (other than Non-Recourse Indebtedness) which default constitutes a
failure to pay principal of such Indebtedness in an amount of $5,000,000 or more
when due and payable (other than as a result of acceleration) or results in
Indebtedness (other than Non-Recourse Indebtedness) in the aggregate of
$5,000,000 or more becoming or being declared due and payable before it would
otherwise become due and payable, whether such Indebtedness now exists or is
created hereafter;

     (7)  entry of a final judgment for the payment of money against the Company
or any Restricted Subsidiary in an amount of $5,000,000 or more which remains
undischarged or unstayed for a period of 60 days after the date on which the
right to appeal such judgment has expired or becomes subject to an enforcement
proceeding;

     (8)  any Guarantee ceases to be in full force and effect (other than in
accordance with the terms of such Guarantee and this Indenture) or is declared
null and void and unenforceable or found to be invalid or any Guarantor denies
its liability under its Guarantee (other than by reason of release of a
Guarantor from its Guarantee in accordance with the terms of the Guarantee and
this Indenture);

     A default under clause (3) or (7) is not an Event of Default until the
Trustee or the Holders of at least 25% in principal amount of the Securities
then outstanding notify the Company of the Default and the Company does not cure
the Default within 45 days after receipt of the notice.  The notice must specify
the default, demand that it be remedied and state that the notice is a "Notice
of Default."  If the Holders of 25% in principal amount of Securities then
outstanding request the Trustee to give such notice on their behalf, the Trustee
shall do so.

     The Trustee shall not be deemed to have notice of any Default hereunder
unless it shall have actual knowledge of such Default or it shall have received
written notice thereof making specific reference to such Default as a Default.

     SECTION 6.02.  ACCELERATION.

     If an Event of Default (other than an Event of Default specified in
Section 6.01(4) or Section 6.01(5) with respect to the Company) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in principal amount of the Securities then outstanding by notice to the Company
and the Trustee, may declare the principal of and accrued interest on all the
Securities to be due and payable.  Upon such declaration such principal and
interest shall be due and payable immediately.  If an Event of Default specified
in Section 6.01(4) or Section 6.01(5), with respect to the Company occurs, all
unpaid principal and accrued interest on the Securities then outstanding shall
IPSO FACTO become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Securityholder.  The Holders of a
majority in principal amount of the Securities then outstanding by notice to the
Trustee may rescind an acceleration and its consequences if the rescission would
not conflict 


                                          41
<PAGE>

with any judgment or decree and if all existing Events of Default have been
cured or waived except nonpayment of principal or interest that has become due
solely because of the acceleration.

     SECTION 6.03.  OTHER REMEDIES.

     Notwithstanding any other provision of this Indenture, if an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy by
proceeding at law or in equity to collect the payment of principal of or
interest on the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

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

     SECTION 6.04.  WAIVER OF PAST DEFAULTS.

     Subject to Sections 6.07 and 9.02, the Holders of a majority in principal
amount of the Securities then outstanding by notice to the Trustee may waive an
existing Default and its consequences.  When a Default is waived, it is cured
and ceases; but no such waiver shall extend to any other default.

     SECTION 6.05.  CONTROL BY MAJORITY.

     The Holders of a majority in principal amount of the Securities may direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Securities, PROVIDED that such directions shall not be in
conflict with any law or the Indenture.  Before proceeding to exercise any right
or power under the Indenture at the direction of such Holders, the Trustee shall
be entitled to receive from such Holders security or indemnity satisfactory to
it against the costs, expenses and liabilities which might be Incurred by it in
complying with any such direction. 

     SECTION 6.06.  LIMITATION ON SUITS.

     Except as provided in Section 6.07, a Securityholder may pursue a remedy
with respect to this Indenture or the Securities only if:

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

     (2)  the Holders of at least 25% in principal amount of the Securities then
outstanding make a written request to the Trustee to institute proceedings in
respect of such Event of Default;

     (3)  such Holder or Holders offer to the Trustee reasonable indemnity
against any loss, liability or expense to be thereby incurred (including
reasonable attorneys' fees);


                                          42
<PAGE>

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

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

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

     SECTION 6.07.  RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

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

     SECTION 6.08.  COLLECTION SUIT BY TRUSTEE.

     If an Event of Default specified in Section 6.01(l) or (2) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of principal and
interest remaining unpaid.

     SECTION 6.09.  TRUSTEE MAY FILE PROOFS OF CLAIM.

     The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee, any
predecessor Trustee and the Securityholders allowed in any judicial proceedings
relative to the Company, its creditors or its property.  All rights of action
and claims under this Indenture may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in any
proceeding related thereto.  Any such proceeding instituted by the Trustee shall
be brought in its own name as trustee of an express trust.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of the
Securities any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder of the Securities in
any such proceeding.

     SECTION 6.10.  PRIORITIES.

     If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

     FIRST: to the Trustee for amounts due under Section 7.07;


                                          43
<PAGE>

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

     THIRD: to the Company.

     The Trustee may fix a record date and payment date for any payment by it to
Securityholders pursuant to this Section.

     SECTION 6.11.  UNDERTAKING FOR COSTS.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
in the suit other than the Trustee of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant.  This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 or a suit by Holders of more than 25% in
principal amount of the Securities.

     SECTION 6.12.  WAIVER OF STAY EXTENSION OR USURY LAWS.

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

                                     ARTICLE 7
                                          
                                      TRUSTEE

     SECTION 7.01.  DUTIES OF TRUSTEE.

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

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

          (1)  The Trustee need perform only those duties that are expressly set
forth in this Indenture and no others.


                                          44
<PAGE>

          (2)  In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture.  However, the
Trustee shall examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture but need not verify the
accuracy of the content thereof.

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

          (1)  This paragraph does not limit the effect of paragraph (b) of this
Section 7.01.

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

          (3)  The Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by
it pursuant to Section 6.05.

     (d)  Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

     (e)  The Trustee may refuse to perform any duty or exercise any right or
power unless it receives indemnity satisfactory to it against any loss,
liability or expense (anticipated or actual which have or may arise), including
reasonable attorneys' fees.

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

     (g)  The Trustee shall not be required to give any bond or surety with
respect to the execution of its rights and powers or with respect to this
Indenture.

     (h)  The Trustee shall not be bound to ascertain or inquire as to the
performance or observance of any covenants, conditions or agreements on the part
of the Company hereunder; but the Trustee may require of the Company full
information and advice as to the performance of the covenants, conditions and
agreements as aforesaid.

     SECTION 7.02.  RIGHTS OF TRUSTEE.

     (a)  The Trustee may rely on any document believed by it to be genuine and
to have been signed or presented by the proper person.  The Trustee need not
investigate any fact or matter stated in the document.

     (b)  Before the Trustee acts or refrains from acting, it may require an
Officer's Certificate and/or an Opinion of Counsel in form and substance
reasonably acceptable to 


                                          45
<PAGE>

the Trustee.  The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Certificate or Opinion.

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

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

     (e)  It shall not be the duty of the Trustee, except as expressly provided
herein, to ensure that any duties or Obligations herein imposed upon the Company
or any other Person are performed, and, except as expressly provided herein, the
Trustee shall not be liable or responsible for the failure of any other Person
to perform any act required of it or them by this Indenture.

     (f)  No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability whatsoever in the
performance of any of its duties hereunder.

     SECTION 7.03.  INDIVIDUAL RIGHTS OF TRUSTEE.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or a Related
Person thereof with the same rights it would have if it were not Trustee.  Any
Agent may do the same with like rights.  The Trustee, however, must comply with
Sections 7.10 and 7.11.

     SECTION 7.04.  TRUSTEE'S DISCLAIMER.

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities; it shall not be accountable for the Company's use
of the proceeds from the Securities; and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

     SECTION 7.05.  NOTICE OF DEFAULTS.

     If a Default occurs and is continuing and if it is actually known to the
Trustee or the Trustee has received written notice thereof, the Trustee shall
mail to each Securityholder a notice of the Default within 90 days after the
Trustee received said notice.  Except in the case of a Default in payment of
principal of or interest on any Security, the Trustee may withhold the notice if
and so long as it, in good faith, determines that withholding the notice is in
the interests of Securityholders.

     SECTION 7.06.  REPORTS BY TRUSTEE TO HOLDERS.

     If required by TIA Section 313(a), within 60 days after each May 1
beginning with May 1, 1999, the Trustee shall mail to each Securityholder as
required by TIA Section 313(c) a brief report dated as of such date that
complies with TIA Section 313(a).  The Trustee also shall comply with TIA
Section 313(b) and (c).


                                          46
<PAGE>

     A copy of each report at the time of its mailing to Securityholders shall
be filed by the Trustee with the SEC and each stock exchange, if any, on which
the Securities are listed.  The Company shall notify the Trustee when the
Securities are listed on any stock exchange.

     SECTION 7.07.  COMPENSATION AND INDEMNITY.

     The Company shall pay to the Trustee from time to time such compensation
for its services as shall be agreed upon in writing between the Company and the
Trustee.  The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust.  The Company shall promptly
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it in connection with administering this Indenture.  Such expenses
shall include the reasonable compensation and out-of-pocket expenses of the
Trustee's agents and counsel.

     The Company shall indemnify the Trustee and hold it harmless against any
loss or liability (including the reasonable fees and expenses of counsel)
incurred by it in connection with the administration of this trust and the
performance of its duties hereunder.  The Company need not pay for any
settlement made without its consent.  The Trustee shall notify the Company
promptly of any claim for which it may seek indemnification.  The Company need
not reimburse any expense or indemnify against any loss or liability incurred by
the Trustee through the Trustee's negligence or willful misconduct.

     To secure the Company's payment Obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Securities.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(6) or (7) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

     SECTION 7.08.  REPLACEMENT OF TRUSTEE.

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

     The Trustee may resign by so notifying the Company.  The Holders of a
majority in principal amount of the Securities may remove the Trustee by so
notifying the Trustee and the Company and may appoint a successor Trustee with
the Company's consent.  The Company may remove the Trustee if:

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

     (2)  the Trustee is adjudged a bankrupt or an insolvent;

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


                                          47
<PAGE>

     (4)  the Trustee becomes incapable of acting.

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

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least 10% in principal amount of the Securities may petition a
federal court or any court of competent jurisdiction for the appointment of a
successor Trustee.

     If the Trustee fails to comply with Section 7.10, any Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company.  Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its succession to
Securityholders.  The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.07.

     Notwithstanding the replacement of the Trustee pursuant to Section 7.08,
the Company's obligation to compensate the retiring Trustee under Section 7.07
for services rendered prior to its retirement shall continue for the benefit of
the retiring Trustee.

     SECTION 7.09.  SUCCESSOR TRUSTEE BY MERGER, ETC.

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

     SECTION 7.10.  ELIGIBILITY; DISQUALIFICATION.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1).  The Trustee shall always have a combined capital and
surplus of at least $10,000,000 as set forth in its most recent published annual
report of condition.  The Trustee shall comply with TIA Section 310(b), PROVIDED
that there shall be excluded from the operation of TIA Section 310(b)(1) the
1993 Indenture, the 1993 Subordinated Notes and any other indenture or
indentures under which other securities, or certificates of interest or
participation in other securities, of the Company are outstanding and meeting
the requirements for exclusion set forth in TIA Section 310(b)(1).


                                          48
<PAGE>

     SECTION 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                     ARTICLE 8
                              DISCHARGE AND DEFEASANCE

     SECTION 8.01.  DISCHARGE AND DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S.
                    GOVERNMENT OBLIGATIONS.

     This Indenture and the Guarantees shall cease to be of further effect
(except that the Company's Obligations under Sections 7.07 and 8.05 hereof shall
survive) when all outstanding Securities theretofore authenticated and issued
(other than Securities which have been destroyed, lost or stolen and which have
been replaced as provided in Section 2.07 hereof) have been delivered to the
Trustee for cancellation and the Company has paid all sums payable hereunder.

     Notwithstanding the first paragraph of this Section 8.01, at the Company's
option indicated by notice to the Trustee, either (a) the Company shall be
deemed to have been Discharged (as defined below) from its Obligations with
respect to the Securities on the 91st day after the applicable conditions set
forth below have been satisfied or (b) the Company shall cease to be under any
obligation to comply with any term, provision or condition set forth in
Sections 4.06 through 4.17 and shall cease to be subject to the provisions of
Section 6.01(3) with respect to Sections 4.06 through 4.17 and Section 6.01(6)
with respect to the Securities at any time after the conditions set forth below
have been satisfied:

     (1)  the Company shall have deposited or caused to be deposited irrevocably
with the Trustee as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the Holders of the Securities (i) money
in an amount, or (ii) U.S.  Government Obligations which through the payment of
interest and Additional Interest, if any, and principal in respect thereof in
accordance with their terms will provide, not later than one day before the due
date of any payment, money in an amount, or (iii) a combination of (i) and (ii),
sufficient, in the opinion with respect to (ii) and (iii) of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge each
installment of principal of and interest on the outstanding Securities on the
dates such installments of interest or principal are due;

     (2)  the Company shall have delivered to the Trustee an Opinion of Counsel
stating that the Holders of the outstanding Securities will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred;


                                          49
<PAGE>

     (3)  such deposit will not result in a breach or violation of, or
constitute a Default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;

     (4)  no Default or Event of Default shall have occurred and be continuing
on the date of such deposit; and

     (5)  the Company shall have delivered to the Trustee an Officers
Certificate stating that the conditions set forth in this Section 8.01 have been
satisfied or complied with.

     "Discharged" shall mean that the Company and each Guarantor shall be deemed
to have paid, satisfied and discharged the entire Indebtedness represented by,
and Obligations under, the Securities and to have satisfied all the Obligations
under this Indenture and the Guarantees relating to the Securities (and the
Trustee, upon the request of the Company and at the expense of the Company,
shall execute proper instruments acknowledging the same).

     SECTION 8.02.  TERMINATION OF THE OBLIGATIONS PURSUANT TO REDEMPTION.

     The Company and each Guarantor may terminate its Obligations under the
Securities, this Indenture and the Guarantees (except that the Company's
Obligations under Sections 7.07 and 8.05 hereof shall survive) and the Company
and the Guarantors shall be deemed to have been Discharged from its Obligations
with respect to the Securities and the Guarantees if:

     (a)  either (i) pursuant to Article Three, the Company shall have given
notice to the Trustee and mailed a notice of redemption to each Holder of the
redemption of all of the Securities under arrangements satisfactory to the
Trustee for the giving of such notice or (ii) all Securities have otherwise
become due and payable hereunder;

     (b)  the Company shall have irrevocably deposited or caused to be deposited
with the Trustee or a trustee reasonably satisfactory to the Trustee, under the
terms of an irrevocable trust agreement in form and substance satisfactory to
the Trustee, as trust funds in trust solely for the benefit of the Holders for
that purpose, money in such amount as is sufficient without consideration of
reinvestment of such interest, to pay principal of, premium, if any, and
interest on the outstanding Securities to maturity or redemption, as certified
in a certificate of a nationally recognized firm of independent public
accountants; PROVIDED that the Trustee shall have been irrevocably instructed to
apply such money to the payment of said principal, premium, if any, and interest
with respect to the Securities;

     (c)  no Default of Event of Default with respect to this Indenture or the
Securities shall have occurred and be continuing on the date of such deposit or
shall occur as a result of such deposit and such deposit will not result in a
breach or violation of, or constitute a default under, any other instrument to
which the Company is a party or by which it is bound;

     (d)  the Company shall have paid all other sums payable by it hereunder;
and


                                          50
<PAGE>

     (e)  the Company shall have delivered to the Trustee an Officer's
Certificate stating that the conditions set forth in this Section 8.02 have been
complied with.

     SECTION 8.03.  SURVIVAL OF COMPANY'S OBLIGATIONS.

     Notwithstanding the satisfaction and discharge of this Indenture under
Section 8.01 or Section 8.02, the Company's obligations in Sections 2.04, 2.05,
2.06, 2.07, 2.08, 4.01, 4.02, 4.05, 7.07, 7.08, 8.04, 8.05 and 8.06, however,
shall survive until the Securities are no longer outstanding.  Thereafter, the
Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive.

     SECTION 8.04.  APPLICATION OF TRUST MONEY.

     The Trustee shall hold in trust money or U.S.  Government Obligations
deposited with it pursuant to Section 8.01.  It shall apply the deposited money
and the money from U.S.  Government Obligations in accordance with this
Indenture to the payment of principal of and interest on the Securities.

     SECTION 8.05.  REPAYMENT TO COMPANY.

     The Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess money or securities held by them at any time.  The Trustee
and the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal or interest that remains unclaimed for two
years, PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once in a newspaper of general circulation in the City of New York
or mail to each such Holder notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such publication or mailing, any unclaimed balance of such money then
remaining will be repaid to the Company.  After payment to the Company,
Securityholders entitled to the money must look to the Company for payment as
general creditors unless applicable abandoned property law designates another
person.

     The Company shall indemnify Trustee to the fullest extent permissible by
law for the Trustee's failure to comply with any abandoned property or escheat
law by acting in accordance with this Section 8.05.

     SECTION 8.06.  REINSTATEMENT.

     If the Trustee is unable to apply any money or U.S. Government Obligations
in accordance with Section 8.01 by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's Obligations
under this Indenture and the Securities shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.01 until such time as the
Trustee is permitted to apply all such money or U.S. Government Obligations in
accordance with Section 8.01; PROVIDED, HOWEVER, that if the Company has made
any payment of interest on or principal of any Securities because of the
reinstatement of its Obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee.


                                          51
<PAGE>

                                     ARTICLE 9
                       AMENDMENTS, MODIFICATIONS AND WAIVERS

     SECTION 9.01.  WITHOUT CONSENT OF HOLDERS.

     The Company and the Guarantors, with the consent of the Trustee, may amend,
modify or supplement this Indenture, the Securities or the Guarantees without
notice to or the consent of any Securityholder:

     (1)  to add to the covenants, agreements and Obligations of the Company for
the benefit of the Holders of all the Securities or to surrender any right or
power conferred in the Indenture upon the Company;

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

     (3)  to evidence the succession of another corporation to the Company and
the assumption by it of the Obligations of the Company under the Indenture and
the Securities in order to comply with Section 5.01;

     (4)  to establish the form or terms of the Securities as permitted by
Sections 2.01 and 2.03(a) of the Indenture;

     (5)  to provide for the acceptance of appointment under the Indenture of a
successor Trustee with respect to the Securities and to add to or change any
provisions of the Indenture as shall be necessary to provide for or facilitate
the administration of the trusts by more than one Trustee;

     (6)  to secure the Securities;

     (7)  to make any change that does not adversely affect the rights of any
Securityholder hereunder, including, without limitation, any amendments
reasonably necessary to issue additional Securities hereunder;

     (8)  to comply with the qualification of this Indenture under the TIA; or

     (9)  to reflect a Guarantor ceasing to be liable on the Guarantees in
accordance with this Indenture or to reflect additional Guarantors.

     For the purposes of Section 9.01, the Trustee may, in its discretion,
determine whether or not the Holder of any Securities would be materially
adversely affected by any amendment or supplement to this Indenture and any such
determination shall be conclusive upon every Holder, whether theretofore or
thereafter entered into.  The Trustee shall, subject to the express provisions
of this Indenture, not be liable for any such determination made in good faith
and shall be entitled to, and may rely upon, an Opinion of Counsel with respect
thereto.


                                          52
<PAGE>

     SECTION 9.02.  WITH CONSENT OF HOLDERS.

     The Company and the Guarantors, with the consent of the Trustee, may amend
or supplement this Indenture and waive any existing Default or Event of Default
(other than any continuing Default or Event of Default in the payment of
interest on or the principal of the Securities), the Securities or the
Guarantees without notice to any Securityholder but with the written consent of
the Holders of at least a majority in principal amount of the Securities then
outstanding (which may include consents obtained in connection with a tender
offer or exchange offer for the Securities).  Subject to Section 6.07, the
Holders of a majority in principal amount of the Securities then outstanding may
waive compliance by the Company or any Guarantor with any provision of this
Indenture, the Securities or the Guarantees without notice to any
Securityholder.  However, without the consent of each Securityholder affected,
an amendment, supplement or waiver, including a waiver pursuant to Section 6.04,
may not:

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

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

     (3)  reduce the principal of or change the stated maturity of any Security
(including, without limitation, the optional redemption provisions, but
excluding Sections 4.08, 4.09 and 4.15);

     (4)  change the place or currency of payment of principal or interest, if
any, on any Note;

     (5)  waive a Default or Event of Default in the payment of principal of or
interest on any Security or reduce the above-stated percentage of Holders of the
Securities necessary to modify or amend the Indenture;

     (6)  make any change in Section 6.04, Section 6.07 or Section 9.02;

     (7)  release any Guarantor from any of its Obligations under its Guarantee
or this Indenture otherwise than in accordance with the terms hereof.

     Promptly after an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing the amendment.

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

     SECTION 9.03.  COMPLIANCE WITH TRUST INDENTURE ACT.

     Every amendment to this Indenture, the Securities or the Guarantees shall
comply with the TIA as then in effect.


                                          53
<PAGE>

     SECTION 9.04.  REVOCATION AND EFFECT OF CONSENTS.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Security is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security.  However, any such Holder or subsequent Holder may revoke
the consent as to his Security or portion of a Security if the Trustee receives
the notice of revocation before the date the amendment, supplement or waiver
becomes effective.  An amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every Securityholder.

     After an amendment, supplement or waiver becomes effective with respect to
the Securities, it shall bind every Securityholder unless it makes a change
described in any of clauses (1) through (7) of Section 9.02.  In that case the
amendment, supplement or waiver shall bind each Holder of a Security who has
consented to it and; PROVIDED that notice of such amendment, supplement or
waiver is reflected on a Security that evidences the same debt as the consenting
Holder's Security, every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder's Security.

     SECTION 9.05.  NOTATION ON OR EXCHANGE OF SECURITIES.

     If an amendment, supplement or waiver changes the terms of a Security, the
Trustee may require the Holder of the Security to deliver it to the Trustee. 
The Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder.  Alternatively, if the Company or the Trustee
so determines, the Company in exchange for the Security shall issue and the
Trustee shall authenticate a new Security that reflects the changed terms.

     SECTION 9.06.  TRUSTEE PROTECTED.

     The Trustee need not sign any amendment, supplement or waiver authorized
pursuant to this Article that the Trustee shall conclude in its reasonable
judgment adversely affects the Trustee's rights.  The Trustee shall be entitled
to receive and rely upon an Opinion of Counsel and an Officer's Certificate that
any supplemental indenture complies with this Indenture.

                                     ARTICLE 10
                              GUARANTEE OF SECURITIES

     SECTION 10.01. GUARANTEE.

     Subject to the provisions of this Article 10, each Guarantor (which term
includes any successor Person under this Indenture and any additional Guarantor
pursuant to Section 4.16 of this Indenture) for consideration received hereby
jointly and severally unconditionally and irrevocably guarantees on an unsecured
basis, ranking senior in right of payment to all existing and future
subordinated Indebtedness of such Guarantors and ranking PARI PASSU with such
Guarantors' other existing and future senior unsecured Indebtedness (each a
"Guarantee", and collectively, the "Guarantees") to each Holder of a Security
authenticated and delivered by the 


                                          54
<PAGE>


Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Indenture, the Securities or the Obligations
of the Company or any other Guarantor to the Holders or the Trustee hereunder or
thereunder, that: (a) the principal of, premium, if any, and interest and
Additional Interest, if any, on the Securities will be duly and punctually paid
in full when due, whether, without limitation, at maturity, as a result of
redemption, upon a Change of Control, as a result of a Net Worth Offer, a Net
Proceeds Offer, by acceleration or otherwise, and interest on the overdue
principal, premium, if any, and (to the extent permitted by law) interest, if
any, on the Securities and all other payment Obligations of the Company or the
Guarantors to the Holders or the Trustee hereunder or thereunder (including
fees, expenses or other) will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof and (b) in case of any extension of
time of payment or renewal of any Securities or any such other Obligations, the
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether, without limitation, at stated
maturity, as a result of redemption, upon a Change of Control, as a result of a
Net Worth Offer, a Net Proceeds Offer, by acceleration or otherwise.  Failing
payment when due of any amount so guaranteed for whatever reason, each Guarantor
will be obligated to pay or perform the same immediately.  An Event of Default
under this Indenture or the Securities shall constitute an event of default
under the Guarantees, and shall entitle the Holders of Securities to accelerate
the Obligations of the Guarantors hereunder in the same manner and to the same
extent as the Obligations of the Company.

     Each of the Guarantors hereby agrees that its Obligations hereunder shall
be absolute and unconditional, irrespective of, and shall be unaffected by, the
invalidity, irregularity or unenforceability of the Securities or this
Indenture, the absence of any action to enforce the same, any waiver,
modification or consent by any holder of the Securities with respect to any
provisions hereof or thereof, any release of any other Guarantor, the recovery
of any judgment against the Company, any action to enforce the same, whether or
not a Guarantee is affixed to any particular Security, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor.  Each of the Guarantors hereby waives the benefit of diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that its Guarantee will not be discharged except by complete
performance of the Obligations contained in the Securities, this Indenture and
its Guarantee.  If any Holder or the Trustee is required by any court or
otherwise to return to the Company or to any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company
or such Guarantor, any amount paid by the Company or such Guarantor to the
Trustee or such Holder, its Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect.  Each Guarantor further agrees
that, as between it, on the one hand, and the Holders of Securities and the
Trustee, on the other hand, (a) subject to this Article 10, the maturity of the
Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of its Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (b) in the event of any declaration of acceleration of
such Obligations as provided in Article 6 hereof, such Obligations (whether or
not due and payable) shall forthwith become due and payable by such Guarantor
for the purpose of its Guarantees.


                                          55
<PAGE>

     The Guarantees shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Company for liquidation
or reorganization, should the Company become insolvent or make an assignment for
the benefit of creditors or should a receiver or trustee be appointed for all or
any significant part of the Company's assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be,
if at any time payment of the Securities are, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee on the Securities, whether as a "voidable preference," "fraudulent
transfer" or otherwise, all as though such payment had not been made.  In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Securities shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.

     For purposes of this Article 10, each Guarantor's liability (a Guarantor's
"Base Guaranty Liability") shall be that amount from time to time equal to the
aggregate liability of a Guarantor hereunder, but shall be limited to the lessor
of (A) the aggregate amount of the obligation as stated in the first sentence of
this Section 10.01 with respect to the Securities or (B) the amount, if any,
which would not have (i) rendered such Guarantor "insolvent" (as such term is
defined in Section 101(29) of the Federal Bankruptcy Code and in Section 271 of
the Debtor and Creditor Law of the State of New York, as each is in effect at
the date of this Indenture) or (ii) left it with unreasonably small capital at
the time its Guarantee of the Securities was entered into, after giving effect
to the incurrence of existing Debt immediately prior to such time, PROVIDED,
that, it shall be a presumption in any lawsuit or other proceeding in which a
Guarantor is a party that the amount guaranteed is the amount set forth in (A)
above unless a creditor, or representative of creditors of such Guarantor or a
trustee in bankruptcy of the Guarantor, as debtor in possession, otherwise
proves in such a lawsuit that the aggregate liability of the Guarantor is
limited to the amount set forth in (B).  In making any determination as to the
solvency or sufficiency of capital of a Guarantor in accordance with the
previous sentence, the right of such Guarantor to contribution from other
Guarantors, to subrogation pursuant to the next paragraph and any other rights
such Guarantor may have contractual or otherwise shall be taken into account.

     Each Guarantor shall be subrogated to all rights of the Holder of any
Securities and the Trustee against the Company or any of the other Guarantors in
respect of any amounts paid to the Holder and the Trustee by such Guarantor
pursuant to the provisions of this Guarantee; PROVIDED, HOWEVER, that such
Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon, such right of subrogation until the principal of, premium,
if any, and interest on all the Securities have been paid in full.

     Nothing contained in this Article 10 or elsewhere in this Indenture or in
any Security is intended to or shall impair, as between the Guarantors and the
Holders and the Trustee, the obligation of each Guarantor, which is absolute and
unconditional, to pay the Holders and the Trustee the principal of, premium, if
any, and interest on the Securities as and when the same shall become due and
payable in accordance with the provisions of this Guarantee, nor shall anything
herein or therein prevent the Trustee or any Holder from exercising all remedies
otherwise permitted by applicable law upon Default under this Indenture.


                                          56
<PAGE>

     The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Guarantees.

     SECTION 10.02. EXECUTION AND DELIVERY OF GUARANTEE.

     To further evidence the Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Guarantee, substantially in the
form included in Exhibit B hereto, shall be endorsed on each Security
authenticated and delivered by the Trustee after such Guarantee is executed and
executed by either manual or facsimile signature of an officer of each
Guarantor.  The validity and enforceability of any Guarantee shall not be
affected by the fact that it is not affixed to any particular Security.

     Each of the Guarantors hereby agrees that its Guarantee set forth in
Section 10.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Security a notation of such Guarantee.

     If an officer of a Guarantor whose signatures is on this Indenture or a
Security no longer holds that office at the time the Trustee authenticates such
Security or at any time thereafter, such Guarantor's Guarantee of such Security
shall be valid nevertheless.

     The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of any Guarantee set forth in
this Indenture on behalf of the Guarantor.

     SECTION 10.03. ADDITIONAL GUARANTORS.

     Any person may become a Guarantor by executing and delivering to the
Trustee (a) a supplemental indenture in form and substance satisfactory to the
Trustee, which subjects such person to the provisions of Article 10 of this
Indenture as a Guarantor, and (b) an Opinion of Counsel to the effect that such
supplemental indenture has been duly authorized and executed by such person and
constitutes the legal, valid, binding and enforceable obligation of such person
(subject to such customary exceptions concerning fraudulent conveyance laws,
creditors' rights, equitable principles, and other customary matters, as may be
acceptable to the Trustee in its discretion).

     SECTION 10.04. RELEASE OF A GUARANTOR.

     (a)  Upon the sale or disposition of all of the assets or all of the
Capital Stock of a Guarantor by the Company or a Subsidiary of the Company, or
upon the consolidation or merger of a Guarantor with or into any Person (in each
case, other than to the Company or a Related Person of the Company) in
compliance with Section 5.01, or upon the designation of a Subsidiary as an
Unrestricted Subsidiary which has been designated by the Company as a Guarantor,
such Guarantor shall be deemed automatically and unconditionally released and
discharged from all Obligations under this Article 10 without any further action
required on the part of the Trustee or any Holder, and all Obligations of such
Guarantor, if any, in respect of any Indebtedness of the Company shall also
terminate upon such transaction; PROVIDED, HOWEVER, that 


                                          57
<PAGE>

each such Guarantor is sold or disposed of in accordance with Section 4.15 and
Section 5.01 hereof, respectively; PROVIDED, FURTHER, that the foregoing proviso
shall not apply to the sale or disposition of a Guarantor in a foreclosure to
the extent that such proviso would be inconsistent with the requirements of any
Uniform Commercial Code.

     (b)  The Trustee shall deliver an appropriate instrument evidencing the
release of a Guarantor upon receipt of a request of the Company accompanied by
an Officer's Certificate certifying as to the compliance with this
Section 10.04.  Any Guarantor not so released or the entity surviving such
Guarantor, as applicable, will remain or be liable under its Guarantee as
provided in this Article 10.

     The Trustee shall execute any documents reasonably requested by the Company
or a Guarantor in order to evidence the release of such Guarantor from its
Obligations under its Guarantee endorsed on the Securities and under this
Article 10.

     Except as set forth in Articles  4 and 5 and this Section 10.04, nothing
contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor or shall prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to the Company or another
Guarantor.

                                     ARTICLE 11
                                   MISCELLANEOUS

     SECTION 11.01. TRUST INDENTURE ACT CONTROLS.

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

     SECTION 11.02. NOTICES.

     Any notice or communication by the Company or the Trustee to the other is
duly given if in writing and delivered in person, mailed by first-class mail or
by express delivery to the other's address stated in this Section 11.02.  The
Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

     Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar. 
Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders.

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

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


                                          58
<PAGE>

     All notices or communications shall be in writing.

     The Company's address is:

     Schuler Homes, Inc.  828 Fort Street Mall, 4th Floor Honolulu, Hawaii 96813
Attention:  Corporate Secretary

     The Trustee's address is:

     U.S. Trust Company of California, N.A., One Embarcadero Center, Suite 2050,
San Francisco, California 94111, Attention: Corporate Trust Department

     SECTION 11.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

     SECTION 11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

     (1)  an Officers' Certificate stating that, in the opinion of the signer,
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

     (2)  to the extent expressly required by the Indenture or as otherwise may
be reasonably requested by the Trustee, an Opinion of Counsel stating that, in
the opinion of such counsel, all such conditions precedent have been complied
with.

     Each signer of an Officer's Certificate or an Opinion of Counsel may (if so
stated) rely, effectively, upon an Opinion of Counsel as to legal matters and an
Officer's Certificate as to factual matters if such signer reasonably and in
good faith believes in the accuracy of the document relied upon.

     SECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

     Each certificate or opinion 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;


                                          59
<PAGE>

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

     (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; and

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

     SECTION 11.06. RULES BY TRUSTEE AND AGENTS.

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

     SECTION 11.07. LEGAL HOLIDAYS.

     A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions are not required to be open in The City of New York, in the State
of New York, City of Los Angeles in the State of California or in the city in
which the Trustee administers its corporate trust business in respect of this
Indenture or the city in which the Company has its chief executive officer.  If
a payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue on that payment for the intervening period.

     SECTION 11.08. NO PERSONAL LIABILITY OF INCORPORATORS, SHAREHOLDERS,
                    OFFICERS, DIRECTORS OR EMPLOYEES

     No director, officer, controlling person, employee or stockholder of the
Company, any Guarantor or any successor Person thereof shall have any liability
for any Obligations, covenants or agreements of the Company or any Guarantor
under the Securities or this Indenture or for any claim based on, in respect of
or by reason of such Obligations or their creation.  No recourse under or upon
any Obligation, covenant or agreement of the Company or any Guarantor in the
Indenture or in any of the Securities or because of the creation of any
Indebtedness thereby, shall be held against any incorporator, stockholder,
director, employee or controlling person of the Company, any Guarantor or any
successor Person thereof.  Each Securityholder by accepting a Security waives
and releases all such liability.  The waiver and releases are part of the
consideration for the issue of the Securities.

     SECTION 11.09. DUPLICATE ORIGINALS.

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


                                          60
<PAGE>

     SECTION 11.10. GOVERNING LAW.

     The laws of the State of New York, without regard to principles of
conflicts of law, shall govern this Indenture, the Securities and the
Guarantees.

     SECTION 11.11. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

     SECTION 11.12. SUCCESSORS.

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

     SECTION 11.13. SEPARABILITY.

     In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby
and a Holder shall have no claim therefor against any party hereto.

     SECTION 11.14. BENEFITS OF INDENTURE.

     Nothing in this Indenture or in the Securities or Guarantees, expressed or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders of Securities, any benefits or any legal or
equitable right, remedy or claim under this Indenture.

     SECTION 11.15. TABLE OF CONTENTS, HEADINGS, ETC.

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

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.

                                          61
<PAGE>


<TABLE>
<S>                                               <C>
COMPANY:                                          SCHULER HOMES, INC.

Attest: /s/ Pamela S. Jones                       By:  /s/ James K. Schuler
       -------------------------------------         ----------------------------------------------
       Name:  PAMELA S. JONES                        Name:  James K. Schuler
       Title: Sr. Vice President of Finance          Title: President and Chief Executive Officer
              Chief Financial Officer

GUARANTORS:                                       SCHULER HOMES OF CALIFORNIA, INC.
                                                  SCHULER HOMES OF OREGON, INC.
                                                  SCHULER HOMES OF WASHINGTON, INC.
                                                  MELODY HOMES, INC.
                                                  MELODY MORTGAGE CO.
                                                  SCHULER REALTY/MAUI, INC.
                                                  SCHULER REALTY/OAHU, INC.
                                                  LOKELANI CONSTRUCTION CORPORATION
                                                  SHLR OF WASHINGTON, INC.

                                                  By:  /s/ James K. Schuler
                                                      ---------------------------------------------
                                                      Name:  James K. Schuler
                                                      Title: President and Chief Executive Officer

Attest: /s/ Pamela S. Jones
       -------------------------------------
       Name: PAMELA S. JONES
       Title: Sr. Vice President of Finance
              Chief Financial Officer

TRUSTEE:                                          U.S. TRUST COMPANY OF CALIFORNIA, N.A.

                                                  By: /s/ Josephine Libunao
                                                      --------------------------------------------
                                                      Name:  Josephine Libunao
                                                      Title: Assistant Vice President
</TABLE>