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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M7rAOgavLvaamXU3Mk9kd3KFLE4lNJAHdSgP4fhimvEqTN3vfplPXqfdrjJdxox+ 8sm9K7h7LKH3RcO2zUHQ7A== 0000950124-06-002546.txt : 20060508 0000950124-06-002546.hdr.sgml : 20060508 20060508081917 ACCESSION NUMBER: 0000950124-06-002546 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20060508 DATE AS OF CHANGE: 20060508 EFFECTIVENESS DATE: 20060508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TERRAVITA CORP CENTRAL INDEX KEY: 0001160345 IRS NUMBER: 860739200 STATE OF INCORPORATION: AZ FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-06 FILM NUMBER: 06814764 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE PAYROLL CORP CENTRAL INDEX KEY: 0001113910 IRS NUMBER: 311354336 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-11 FILM NUMBER: 06814769 BUSINESS ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOMES OF OHIO CORP CENTRAL INDEX KEY: 0000915207 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 383027572 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-20 FILM NUMBER: 06814778 BUSINESS ADDRESS: STREET 1: 34305 SOLON RD STREET 2: 30 FRANKLIN ROW CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOMES OF MINNESOTA CORP CENTRAL INDEX KEY: 0000947409 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 311288425 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-25 FILM NUMBER: 06814783 BUSINESS ADDRESS: STREET 1: 1355 MENDOTA HEIGHTS RD STREET 2: SUITE 300 CITY: MDNDOTA HEIGHTS STATE: MN ZIP: 55120-1112 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PH2 CORP CENTRAL INDEX KEY: 0001160328 IRS NUMBER: 000000000 STATE OF INCORPORATION: MI FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-37 FILM NUMBER: 06814796 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIVOSTA HOMES SALES, INC CENTRAL INDEX KEY: 0001113865 IRS NUMBER: 650688300 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-50 FILM NUMBER: 06814810 BUSINESS ADDRESS: STREET 1: 4500 PGA BLVD STREET 2: SUITE 400 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33418 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FORMER COMPANY: FORMER CONFORMED NAME: DIVOSTA HOMES, INC DATE OF NAME CHANGE: 20050207 FORMER COMPANY: FORMER CONFORMED NAME: DIVOSTA HOMES SALES INC DATE OF NAME CHANGE: 20040115 FORMER COMPANY: FORMER CONFORMED NAME: DIVOSTA HOMES INC DATE OF NAME CHANGE: 20000509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBBS DEL SPRUCE CREEK COMMUNITIES INC CENTRAL INDEX KEY: 0001160340 IRS NUMBER: 860843862 STATE OF INCORPORATION: AZ FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-54 FILM NUMBER: 06814814 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBB DEL SOUTHWEST CO CENTRAL INDEX KEY: 0001160337 IRS NUMBER: 860811323 STATE OF INCORPORATION: AZ FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-59 FILM NUMBER: 06814819 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEL WEBB CORP CENTRAL INDEX KEY: 0000105189 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 860077724 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-63 FILM NUMBER: 06814823 BUSINESS ADDRESS: STREET 1: 6001 NORTH 24TH STREET CITY: PHOENIX STATE: AR ZIP: 85016-2021 BUSINESS PHONE: 6028088000 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FORMER COMPANY: FORMER CONFORMED NAME: WEBB DEL E CORP DATE OF NAME CHANGE: 19880728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSET SEVEN CORP CENTRAL INDEX KEY: 0001160332 IRS NUMBER: 860956768 STATE OF INCORPORATION: AZ FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-69 FILM NUMBER: 06814829 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOMES OF MICHIGAN LLP CENTRAL INDEX KEY: 0001160347 IRS NUMBER: 383575570 STATE OF INCORPORATION: MI FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-01 FILM NUMBER: 06814759 BUSINESS ADDRESS: STREET 1: 600 WOODWARD AVE STREET 2: 2290 FIRST NATIONAL BLDG CITY: DETROIT STATE: MI ZIP: 48226 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVERWALK OF THE PALM BEACHES DEVELOPMENT CO INC CENTRAL INDEX KEY: 0001113860 IRS NUMBER: 650496407 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-08 FILM NUMBER: 06814766 BUSINESS ADDRESS: STREET 1: 4500 PGA BLVD STREET 2: SUITE 400 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33418 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE LAND CO LLC CENTRAL INDEX KEY: 0001113895 IRS NUMBER: 383500432 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-16 FILM NUMBER: 06814774 BUSINESS ADDRESS: STREET 1: 26622 WOODWARD STREET 2: SUITE 110 CITY: ROYAL OAK STATE: MI ZIP: 48067-0956 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOMES TENNESSEE LTD PARTNERSHIP CENTRAL INDEX KEY: 0001113894 IRS NUMBER: 383412151 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-17 FILM NUMBER: 06814775 BUSINESS ADDRESS: STREET 1: 5544 FRANKLIN RD. STREET 2: SUITE 200 CITY: NASHVILLE STATE: TN ZIP: 37220 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE CORP OF THE DELAWARE VALLEY CENTRAL INDEX KEY: 0001113886 IRS NUMBER: 521872230 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-28 FILM NUMBER: 06814786 BUSINESS ADDRESS: STREET 1: 1210 NORTHBROOK DR. STREET 2: SUITE 150 CITY: TREVOSE STATE: PA ZIP: 19053 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE COMMUNITIES NJ LTD PARTNERSHIP CENTRAL INDEX KEY: 0001160321 IRS NUMBER: 383567884 STATE OF INCORPORATION: MI FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-31 FILM NUMBER: 06814789 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA BUILDING PRODUCTS INC CENTRAL INDEX KEY: 0001113867 IRS NUMBER: 592519121 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-48 FILM NUMBER: 06814808 BUSINESS ADDRESS: STREET 1: 4500 PGA BLVD STREET 2: SUITE 400 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33418 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIVOSTA BUILDING CORP CENTRAL INDEX KEY: 0001160320 IRS NUMBER: 650355867 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-51 FILM NUMBER: 06814811 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBBS DEL COVENTRY HOMES CONSTRUCTION CO CENTRAL INDEX KEY: 0000883988 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-57 FILM NUMBER: 06814817 BUSINESS ADDRESS: STREET 1: 100 BLOOOMFIELD HILLS PARKWAY STREET 2: STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486422750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBB DEL LTD HOLDING CO CENTRAL INDEX KEY: 0001160336 IRS NUMBER: 860811322 STATE OF INCORPORATION: AZ FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-60 FILM NUMBER: 06814820 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSET FIVE CORP CENTRAL INDEX KEY: 0001160331 IRS NUMBER: 860742415 STATE OF INCORPORATION: AZ FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-70 FILM NUMBER: 06814830 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOMES INC/MI/ CENTRAL INDEX KEY: 0000822416 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 382766606 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876 FILM NUMBER: 06814833 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PKWY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PKWY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FORMER COMPANY: FORMER CONFORMED NAME: PULTE CORP DATE OF NAME CHANGE: 19931118 FORMER COMPANY: FORMER CONFORMED NAME: PHM CORP DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pulte Building Systems Holding Company, L.L.C. CENTRAL INDEX KEY: 0001361967 IRS NUMBER: 651164572 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-02 FILM NUMBER: 06814760 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: (248) 647-2750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE MICHIGAN HOLDINGS CORP CENTRAL INDEX KEY: 0001160325 IRS NUMBER: 383575564 STATE OF INCORPORATION: MI FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-13 FILM NUMBER: 06814771 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOMES OF TEXAS LP CENTRAL INDEX KEY: 0001113891 IRS NUMBER: 752720127 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-18 FILM NUMBER: 06814776 BUSINESS ADDRESS: STREET 1: 1431 GREENWAY DR. STREET 2: SUITE 700 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOMES OF GREATER KANSAS CITY INC CENTRAL INDEX KEY: 0000947407 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 752522882 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-27 FILM NUMBER: 06814785 BUSINESS ADDRESS: STREET 1: 1600 COLLEGE BLVD STREET 2: SUITE 200 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PN II INC CENTRAL INDEX KEY: 0001113901 IRS NUMBER: 383365528 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-32 FILM NUMBER: 06814790 BUSINESS ADDRESS: STREET 1: 1635 VILLAGE CENTER CIRCLE STREET 2: SUITE 250 CITY: LAS VEGAS STATE: NV ZIP: 89134 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PC/BRE VENTURE LLC CENTRAL INDEX KEY: 0001113876 IRS NUMBER: 860910231 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-41 FILM NUMBER: 06814801 BUSINESS ADDRESS: STREET 1: 10201 S. 51ST ST. STREET 2: SUITE 100 CITY: PHOENIX STATE: AZ ZIP: 85044 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARRISON HILLS LLC CENTRAL INDEX KEY: 0001113873 IRS NUMBER: 522176116 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-47 FILM NUMBER: 06814807 BUSINESS ADDRESS: STREET 1: 1501 S. EDGEWOOD ST. STREET 2: SUITE K CITY: BALTIMORE STATE: MD ZIP: 21227 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEVTEX LAND LP CENTRAL INDEX KEY: 0001113906 IRS NUMBER: 760567426 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-52 FILM NUMBER: 06814812 BUSINESS ADDRESS: STREET 1: 3327 RIVIERA CITY: SUGAR LAND STATE: TX ZIP: 77479 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 33 BLOOMFIELD HILLS PKWY #200 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN TITLE OF THE PALM BEACHES CORP CENTRAL INDEX KEY: 0001113852 IRS NUMBER: 383420070 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-72 FILM NUMBER: 06814832 BUSINESS ADDRESS: STREET 1: 4500 PGA BLVD STREET 2: SUITE 400 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33418 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILBEN LLLP CENTRAL INDEX KEY: 0001113871 IRS NUMBER: 521619362 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-03 FILM NUMBER: 06814761 BUSINESS ADDRESS: STREET 1: 1501 S. EDGEWOOD ST. STREET 2: SUITE K CITY: BALTIMORE STATE: MD ZIP: 21227 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE REALTY CORP CENTRAL INDEX KEY: 0001216960 IRS NUMBER: 753092773 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-10 FILM NUMBER: 06814768 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOMES OF PA LTD PARTNERSHIP CENTRAL INDEX KEY: 0001160324 IRS NUMBER: 383566766 STATE OF INCORPORATION: MI FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-19 FILM NUMBER: 06814777 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOMES OF NEW MEXICO INC CENTRAL INDEX KEY: 0001264267 IRS NUMBER: 382883485 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-23 FILM NUMBER: 06814781 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOMES OF MICHIGAN I LTD CENTRAL INDEX KEY: 0001264268 IRS NUMBER: 383575570 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-26 FILM NUMBER: 06814784 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISLAND WALK DEVELOPMENT CO CENTRAL INDEX KEY: 0001113863 IRS NUMBER: 383456935 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-46 FILM NUMBER: 06814806 BUSINESS ADDRESS: STREET 1: 4500 PGA BLVD STREET 2: SUITE 400 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33418 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIVOSTA HOMES LP CENTRAL INDEX KEY: 0001276612 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 000000000 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-49 FILM NUMBER: 06814809 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PKWY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBBS DEL SUNFLOWER OF TUCSON INC CENTRAL INDEX KEY: 0001160341 IRS NUMBER: 860859122 STATE OF INCORPORATION: AZ FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-53 FILM NUMBER: 06814813 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBB DEL GOLF CORP CENTRAL INDEX KEY: 0001160335 IRS NUMBER: 860953312 STATE OF INCORPORATION: AZ FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-62 FILM NUMBER: 06814822 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOME CORP CENTRAL INDEX KEY: 0000769291 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 381545089 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-29 FILM NUMBER: 06814787 BUSINESS ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIED HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FORMER COMPANY: FORMER CONFORMED NAME: PULTE HOMES INC DATE OF NAME CHANGE: 20020807 FORMER COMPANY: FORMER CONFORMED NAME: PULTE HOME CORP DATE OF NAME CHANGE: 20000509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOMES OF NJ LTD PARTNERSHIP CENTRAL INDEX KEY: 0001160322 IRS NUMBER: 383566768 STATE OF INCORPORATION: MI FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-21 FILM NUMBER: 06814779 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBB DEL CALIFORNIA CORP CENTRAL INDEX KEY: 0000883986 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-66 FILM NUMBER: 06814826 BUSINESS ADDRESS: STREET 1: 33 BLOOMFILED HILLS PARKWAY STREET 2: STE 200 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 33 BLOOMFIELD HILLS PARKWAY STREET 2: STE 200 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOMES OF NEW YORK INC CENTRAL INDEX KEY: 0001160323 IRS NUMBER: 383576363 STATE OF INCORPORATION: MI FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-22 FILM NUMBER: 06814780 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PB VENTURE LLC CENTRAL INDEX KEY: 0001113909 IRS NUMBER: 383421298 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-45 FILM NUMBER: 06814805 BUSINESS ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE MICHIGAN SERVICES LLC CENTRAL INDEX KEY: 0001160326 IRS NUMBER: 383498515 STATE OF INCORPORATION: MI FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-12 FILM NUMBER: 06814770 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHT BUILDING MATERIALS LTD PARTNERSHIP CENTRAL INDEX KEY: 0001216959 IRS NUMBER: 061656640 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-34 FILM NUMBER: 06814792 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBB DEL COVENTRY HOMES OF NEVADA INC CENTRAL INDEX KEY: 0001160339 IRS NUMBER: 860760396 STATE OF INCORPORATION: AZ FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-55 FILM NUMBER: 06814815 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PH4 CORP CENTRAL INDEX KEY: 0001216958 IRS NUMBER: 810590827 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-35 FILM NUMBER: 06814794 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBBS DEL COVENTRY HOMES INC CENTRAL INDEX KEY: 0000883987 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-56 FILM NUMBER: 06814816 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBB DEL E FOOTHILLS CORP CENTRAL INDEX KEY: 0000883993 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-67 FILM NUMBER: 06814827 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE LIFESTYLE COMMUNITIES INC CENTRAL INDEX KEY: 0000947412 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 383214013 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-14 FILM NUMBER: 06814772 BUSINESS ADDRESS: STREET 1: 100 DAVIDSON AVE STREET 2: SUITE 309 CITY: SOMERSET STATE: NJ ZIP: 08873 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PH3 CORP CENTRAL INDEX KEY: 0001216957 IRS NUMBER: 810590824 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-36 FILM NUMBER: 06814795 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 2486472750 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBB DEL TEXAS LTD PARTNERSHIP CENTRAL INDEX KEY: 0001160338 IRS NUMBER: 860523039 STATE OF INCORPORATION: AZ FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-58 FILM NUMBER: 06814818 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIL CORP CENTRAL INDEX KEY: 0000947415 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 383218819 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-04 FILM NUMBER: 06814762 BUSINESS ADDRESS: STREET 1: 1501 S. EDGEWOOD ST. STREET 2: SUITE K CITY: BALTIMORE STATE: MD ZIP: 21227 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PN I INC CENTRAL INDEX KEY: 0001113900 IRS NUMBER: 383365526 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-33 FILM NUMBER: 06814791 BUSINESS ADDRESS: STREET 1: 1635 VILLAGE CENTER CIRCLE STREET 2: SUITE 250 CITY: LAS VEGAS STATE: NV ZIP: 89134 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PC/BRE DEVELOPMENT LLC CENTRAL INDEX KEY: 0001113874 IRS NUMBER: 860910230 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-43 FILM NUMBER: 06814803 BUSINESS ADDRESS: STREET 1: 10201 S. 51ST ST. STREET 2: SUITE 100 CITY: PHOENIX STATE: AZ ZIP: 85044 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TERRAVITA HOME CONSTRUCTION CORP CENTRAL INDEX KEY: 0001160346 IRS NUMBER: 860194910 STATE OF INCORPORATION: AZ FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-05 FILM NUMBER: 06814763 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOME CORP OF NEW ENGLAND CENTRAL INDEX KEY: 0001113902 IRS NUMBER: 041545089 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-24 FILM NUMBER: 06814782 BUSINESS ADDRESS: STREET 1: 257 TURNPILKE RD. STREET 2: SUITE 200 CITY: SOUTHBOROUGH STATE: MA ZIP: 01772 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PBW CORP CENTRAL INDEX KEY: 0000947390 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 383218818 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-44 FILM NUMBER: 06814804 BUSINESS ADDRESS: STREET 1: 1501 S. EDGEWOOD ST. STREET 2: SUITE K CITY: BALTIMORE STATE: MD ZIP: 21227 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTHEM ARIZONA LLC CENTRAL INDEX KEY: 0001160329 IRS NUMBER: 860843863 STATE OF INCORPORATION: AZ FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-71 FILM NUMBER: 06814831 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PC/BRE WINFIELD LLC CENTRAL INDEX KEY: 0001113881 IRS NUMBER: 860910232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-39 FILM NUMBER: 06814798 BUSINESS ADDRESS: STREET 1: 10201 S. 51ST ST. STREET 2: SUITE 100 CITY: PHOENIX STATE: AZ ZIP: 85044 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBB DEL HOME CONSTRUCTION INC CENTRAL INDEX KEY: 0000883989 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-61 FILM NUMBER: 06814821 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: STE 300 CITY: BLOOMFIELDS HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RN ACQUISITION 2 CORP CENTRAL INDEX KEY: 0001113907 IRS NUMBER: 383412154 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-07 FILM NUMBER: 06814765 BUSINESS ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PC/BRE SPRINGFIELD LLC CENTRAL INDEX KEY: 0001113875 IRS NUMBER: 860910227 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-42 FILM NUMBER: 06814802 BUSINESS ADDRESS: STREET 1: 10201 S. 51ST ST. STREET 2: SUITE 100 CITY: PHOENIX STATE: AZ ZIP: 85044 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE LAND DEVELOPMENT CORP CENTRAL INDEX KEY: 0001113897 IRS NUMBER: 383500432 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-15 FILM NUMBER: 06814773 BUSINESS ADDRESS: STREET 1: 26622 WOODWARD STREET 2: SUITE 110 CITY: ROYAL OAK STATE: MI ZIP: 48067-0956 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARRS GRANT LLC CENTRAL INDEX KEY: 0001113854 IRS NUMBER: 522126236 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-68 FILM NUMBER: 06814828 BUSINESS ADDRESS: STREET 1: 1501 S EDGEWOOD ST. STREET 2: SUITE K CITY: BALTIMORE STATE: MD ZIP: 21236 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PC/BRE WHITNEY OAKS LLC CENTRAL INDEX KEY: 0001113879 IRS NUMBER: 860911332 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-40 FILM NUMBER: 06814800 BUSINESS ADDRESS: STREET 1: 10201 S. 51ST ST. STREET 2: SUITE 100 CITY: PHOENIX STATE: AZ ZIP: 85044 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE CORP STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PH1 CORP CENTRAL INDEX KEY: 0001160327 IRS NUMBER: 000000000 STATE OF INCORPORATION: MI FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-38 FILM NUMBER: 06814797 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEL WEBB COMMUNITIES OF ILLINOIS INC CENTRAL INDEX KEY: 0001160333 IRS NUMBER: 860843863 STATE OF INCORPORATION: AZ FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-64 FILM NUMBER: 06814824 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILL PARKWAY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FORMER COMPANY: FORMER CONFORMED NAME: BELLASERA CORP DATE OF NAME CHANGE: 20011001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE DEVELOPMENT CORP CENTRAL INDEX KEY: 0000915203 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 382774526 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-30 FILM NUMBER: 06814788 BUSINESS ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBB DEL COMMUNITIES INC CENTRAL INDEX KEY: 0000883985 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-65 FILM NUMBER: 06814825 BUSINESS ADDRESS: STREET 1: 2231 EAST CAMELBACK ROAD CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 6024686800 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PARKWAY STREET 2: SUITE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADNOR HOMES INC CENTRAL INDEX KEY: 0001113899 IRS NUMBER: 383412149 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-133876-09 FILM NUMBER: 06814767 BUSINESS ADDRESS: STREET 1: 1635 VILLAGE CENTER CIRCLE STREET 2: SUITE 250 CITY: LAS VEGAS STATE: NV ZIP: 89134 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: C/O PULTE HOMES, INC. STREET 2: 100 BLOOMFIELD HILLS PKWY #300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304-2946 S-3ASR 1 k05033sv3asr.htm FORM S-3ASR sv3asr

As filed with the Securities and Exchange Commission on May 8, 2006

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pulte Homes, Inc.*

(Exact name of Registrant as specified in its charter)


Michigan		38-2766606
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

100 Bloomfield Hills Parkway, Suite 300

Bloomfield Hills, Michigan 48304

(248) 647-2750

(Address, including zip code, and telephone number,

including area code, of Registrant’s and Additional Registrants’ principal executive offices)

Steven M. Cook, Esq.

Vice President, General Counsel and Secretary, Pulte Homes, Inc.

100 Bloomfield Hills Parkway, Suite 300

Bloomfield Hills, Michigan 48304

(248) 647-2750

(Name and address, including zip code, and telephone number,

including area code, of agent for service for Registrant and Additional Registrants)

Copy to:

Larry A. Barden, Esq.

Robert J. Donatucci, Esq.

Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

(312) 853-7785

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class

Proposed Maximum

of Securities to be

Amount to the

Offering Price Per

Aggregate

Amount of

Registered

Registered(1)

Unit(1)

Offering Price(1)

Registration Fee(1)

Debt Securities

Guarantees of the Debt Securities

Common Shares, $.01 par value

Preferred Shares, $.01 par value

Depositary Shares

Warrants

Stock Purchase Contracts

Stock Purchase Units


(1)	An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement. The registrant is deferring payment of the registration fee pursuant to Rule 456(b) and is omitting this information in reliance on Rule 456(b) and Rule 457(r). Registration fees will be paid subsequently on a pay-as-you-go basis.


*	Information regarding additional registrants (“Additional Registrants”) is contained in the Table of Additional Registrants on the following page.

TABLE OF ADDITIONAL REGISTRANTS


		I.R.S.
		Employer
Exact Names of Subsidiary Guarantor	State of	Identification
Registrants as Specified in their Charters	Organization	Number

American Title of the Palm Beaches Corporation	Michigan		38-3420070
Anthem Arizona L.L.C.	Arizona		86-0843863
Asset Five Corp.	Arizona		86-0742415
Asset Seven Corp.	Arizona		86-0956768
Carr’s Grant, L.L.C.	Maryland		52-2126236
Del E. Webb Foothills Corporation	Arizona		87-0432667
Del Webb California Corp.	Arizona		86-6050554
Del Webb Communities, Inc.	Arizona		86-0530275
Del Webb Communities of Illinois, Inc.	Arizona		86-0843863
Del Webb Corporation	Delaware		86-0077724
Del Webb Golf Corp.	Arizona		86-0953312
Del Webb Home Construction, Inc.	Arizona		86-0627221
Del Webb Limited Holding Co.	Arizona		86-0811322
Del Webb Southwest Co.	Arizona		86-0811323
Del Webb Texas Limited Partnership	Arizona		86-0811318
Del Webb’s Coventry Homes Construction Co.	Arizona		86-0523039
Del Webb’s Coventry Homes, Inc.	Arizona		86-0540127
Del Webb’s Coventry Homes of Nevada, Inc.	Arizona		86-0760396
Del Webb’s Spruce Creek Communities, Inc.	Arizona		86-0843862
Del Webb’s Sunflower of Tucson, Inc.	Arizona		86-0859122
Devtex Land, L.P.	Texas		76-0567426
DiVosta Building Corporation	Florida		65-0355867
DiVosta Homes Sales, Inc.	Florida		65-0688300
DiVosta Homes, L.P.	Delaware		38-3691940
Florida Building Products, LLC	Florida		59-2519121
Harrison Hills, LLC	Maryland		52-2176116
Island Walk Development Company	Florida		65-0663645
PB Venture L.L.C.	Michigan		38-3421298
PBW Corporation	Michigan		38-3218818
PC/ BRE Development L.L.C.	Delaware		86-0910230
PC/ BRE Springfield L.L.C.	Delaware		86-0910227
PC/ BRE Venture L.L.C.	Delaware		86-0910231
PC/ BRE Whitney Oaks L.L.C.	Delaware		86-0911332
PC/ BRE Winfield L.L.C.	Delaware		86-0910232
PH1 Corporation	Michigan		38-3626161
PH2 Corporation	Michigan		38-3626163
PH3 Corporation	Michigan		81-0590824
PH4 Corporation	Michigan		81-0590827
PHT Building Materials Limited Partnership	Michigan		06-1656640
PN I, Inc.	Nevada		38-3365526
PN II, Inc.	Nevada		38-3365528
Pulte Building Systems Holding Company L.L.C.	Nevada		65-1164572
Pulte Communities NJ, Limited Partnership	Michigan		38-3567884
Pulte Development Corporation	Michigan		38-2774526
Pulte Home Corporation	Michigan		38-1545089
Pulte Home Corporation of the Delaware Valley	Michigan		52-1872230
Pulte Homes of Greater Kansas City, Inc.	Michigan		75-2522882
Pulte Homes of Michigan LLC	Michigan		38-1877637
Pulte Homes of Michigan I Limited Partnership	Michigan		38-3575570
Pulte Homes of Minnesota Corporation	Minnesota		31-1288425
Pulte Homes of New England LLC	Michigan		04-3228754
Pulte Homes of New Mexico, Inc.	Michigan		38-3683485
Pulte Homes of New York, Inc.	Michigan		38-3576363


		I.R.S.
		Employer
Exact Names of Subsidiary Guarantor	State of	Identification
Registrants as Specified in their Charters	Organization	Number

Pulte Homes of NJ, Limited Partnership	Michigan		38-3566768
Pulte Homes of Ohio LLC	Michigan		38-3027572
Pulte Homes of PA, Limited Partnership	Michigan		38-3566766
Pulte Homes of Texas, L.P.	Texas		75-2720127
Pulte Homes Tennessee Limited Partnership	Nevada		38-3412151
Pulte Land Company, LLC	Michigan		38-3500432
Pulte Land Development Corporation	Michigan		38-3306253
Pulte Lifestyle Communities, Inc.	Michigan		38-3214013
Pulte Michigan Holdings Corporation	Michigan		38-3575564
Pulte Michigan Services, LLC	Michigan		38-3498515
Pulte Payroll Corporation	Michigan		31-1354336
Pulte Realty Corporation	Arizona		75-3092773
Radnor Homes, Inc.	Michigan		38-3412149
RiverWalk of the Palm Beaches Development Company, Inc.	Florida		65-0496407
RN Acquisition 2 Corp.	Nevada		38-3412154
Terravita Corp.	Arizona		86-0739200
Terravita Home Construction Co.	Arizona		86-0194910
Wil Corporation	Michigan		38-3218819
Wilben, LLLP	Maryland		52-1619362


PROSPECTUS

Pulte Homes, Inc.

Senior Debt Securities

Subordinated Debt Securities

Common Shares

Preferred Shares

Depositary Shares

Warrants

Stock Purchase Contracts

Stock Purchase Units

The following are types of securities that may be offered and sold under this prospectus:


•	Unsecured senior debt securities
•	Unsecured subordinated debt securities
•	Common shares
•	Preferred shares
•	Depositary shares
•	Warrants
•	Stock purchase contracts
•	Stock purchase units

If indicated in the relevant prospectus supplement, the securities may be fully and unconditionally guaranteed on a senior basis by a number of our direct or indirect wholly-owned homebuilding subsidiaries named in this prospectus.

Our Common Stock is quoted on the New York Stock Exchange under the trading symbol “PHM” . On May 5, 2006, the closing sale price on the New York Stock Exchange for our Common Stock was $37.05.

We will describe in a prospectus supplement, which must accompany this prospectus, the securities we are offering and selling, as well as the specific terms of the securities. Those terms may include:


• Maturity • Interest rate • Sinking fund terms • Currency of payments • Dividends				• Redemption terms • Listing on a securities exchange • Amount payable at maturity • Conversion or exchange rights				• Liquidation Amount • Subsidiary guarantees • Subordination

Investing in these securities involves certain risks. See “Special Notes Concerning Forward-Looking Statements on page 2 and “Item 1A — Risk Factors” beginning on page 9 of our annual report on Form 10-K for the year ended December 31, 2005 which is incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We may offer the securities in amounts, at prices and on terms determined at the time of offering. We may sell the securities directly to you, through agents we select, or through underwriters and dealers we select. If we use agents, underwriters or dealers to sell the securities, we will name them and describe their compensation in a prospectus supplement.

The date of this prospectus is May 8, 2006

TABLE OF CONTENTS


Special Notes Concerning Forward-Looking Statements			2
About This Prospectus			2
Pulte Homes			2
Use Of Proceeds			3
Ratio Of Earnings To Fixed Charges			4
Description Of Debt Securities			4
Description Of Capital Stock			14
Description Of Warrants			17
Description Of Stock Purchase Contracts And Stock Purchase Units			18
Plan Of Distribution			18
Experts			20
Legal Matters			20
Where You Can Find More Information			20
Indenture Supplement dated as of August 27, 1997
Opinion of Sidley Austin LLP
Computation of Ratio of Earnings to Fixed Charges
Consent of Ernst & Young LLP
Form T-1

You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement. We have not authorized any other person to provide you with different information. This document may only be used where it is legal to sell these securities. You should only assume that the information in this prospectus or in any prospectus supplement is accurate as of the date on the front of the document. Our business, financial condition, results of operations and prospects may have changed since that date.

Each reference in this prospectus to “Pulte,” “we,” “our” or “us” means Pulte Homes, Inc. and its consolidated subsidiaries, unless the context requires otherwise.

SPECIAL NOTES CONCERNING FORWARD-LOOKING STATEMENTS

As a cautionary note, except for the historical information contained therein, certain matters discussed in Item 1A. Risk Factors, Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 7A., Quantitative and Qualitative Disclosures About Market Risk of our Annual Report on Form 10-K for the Year ended December 31, 2005 and in Item 2., Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 3., Quantitative and Qualitative Disclosure About Market Risk of our quarterly report on Form 10-Q for the quarter ended March 31, 2006, are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, incorporated herein by reference (the “Reform Act”).

Forward-looking statements give current expectations or forecasts of future events. Words such as “anticipate”, “expect”, “intend”, “plan”, “believe”, “seek”, “estimate”, and other words and terms of similar meaning in connection with discussions of future operating or financial performance signify forward-looking statements. From time to time, we also may provide oral or written forward-looking statements in other materials released to the public. Such statements are made in good faith by us pursuant to the “Safe Harbor” provisions of the Reform Act. We undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Such forward-looking statements involve known risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from our future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among other things, those set forth under Item 1A. — Risk Factors of our Annual Report on Form 10-K for the Year ended December 31, 2005, incorporated herein by reference.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process, we may, from time to time, offer any combination of the securities described in this prospectus in one or more offerings in an unlimited amount. This prospectus provides you with a general description of the securities we may offer. Each time we use this prospectus to offer these securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. Please carefully read this prospectus and the prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

PULTE HOMES

We are a publicly held holding company whose subsidiaries engage in the homebuilding and financial services businesses. We have two reportable business segments: homebuilding and financial services.

Homebuilding, our core business, is engaged in the acquisition and development of land principally for residential purposes within the continental United States and Puerto Rico and the construction of housing on such land targeted to first-time, first and second move-up, and active adult home buyers. As of December 31, 2005, our homebuilding operations offered homes for sale in 662 communities in 54 markets and 27 states at prices ranging from $62,000 to $2.4 million (sales prices of homes offered for sale in 66% of our communities fall within the range of $100,000 to $350,000), with a 2005 average unit selling price of $315,000.

Our homebuilding operations are geographically diverse and, as a result, better insulate us from demand changes in individual markets. As of March 31, 2006, our homebuilding business operated in 53 markets spanning 27 states, with 19,940 units in backlog valued at approximately $7.1 billion.

Consistent with our strategy of serving all major customer segments: first-time, first and second move-up and active adult, our communities offer a wide variety of home designs including single family

detached, townhouses, condominiums and duplexes at different prices and with varying levels of options and amenities. Expanding the number of customer segments served within each of our markets has enabled us to approximately double our annual closings over the past five years to a record 45,630 homes closed in 2005. Over our 55-year history, we have delivered more than 453,000 homes throughout the United States.

On July 31, 2001, we merged with Del Webb in a tax-free stock-for-stock transaction. This merger expanded and supported our leadership position. In particular, we believe the merger strengthened our position among active adult (age 55 and older) homebuyers, added important strategic land positions, provided operational savings from economies of scale, bolstered our purchasing leverage, and enhanced our overall competitive position. In accordance with our operational strategy, we continue to evaluate available strategic acquisition opportunities that are consistent with our long-range goals.

We conduct our financial services business, which includes mortgage and title operations, through Pulte Mortgage LLC and other subsidiaries. Our mortgage bank arranges financing through the origination of mortgage loans primarily for the benefit of our homebuyers, but also services the general public. We also engage in the sale of such loans and the related servicing rights. We are a lender approved by the Federal Housing Authority and Department of Veterans Affairs and are a seller/servicer approved by Government National Mortgage Association, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation and other investors. In our conventional mortgage lending activities we follow underwriting guidelines established by Federal National Mortgage Association, Federal Home Loan Mortgage Corporation and private investors.

Our executive offices are located at 100 Bloomfield Hills Parkway, Suite 300, Bloomfield Hills, Michigan 48304, and our telephone number is (248) 647-2750. Our website is located at http://www.pulte.com. The information on our website is not part of this prospectus.

USE OF PROCEEDS

Except as otherwise provided in the related prospectus supplement, we will use the net proceeds from the sale of the offered securities for general corporate purposes. These purposes may include:


	•	repayments or refinancing of debt;

	•	working capital;

	•	capital expenditures;

	•	acquisitions; and

	•	repurchase or redemption of securities including our common shares.

RATIO OF EARNINGS TO FIXED CHARGES

The following table shows our ratios of earnings to fixed charges for the periods indicated. This information should be read in conjunction with the consolidated financial statements and the accompanying notes incorporated by reference in this prospectus.

Three Months

Ended

Year Ended December 31,

March 31,

2001

2002

2003

2004

2005

2006

Ratio of earnings to fixed charges(a)

4.16

(b)

4.46

5.44

7.69

9.32

6.23

6.76


(a)		The ratios of earnings to fixed charges set forth above are computed on a total enterprise basis, except for our discontinued thrift operations, Mexico homebuilding operations, and Argentina operations, which are excluded. Fixed charges include interest incurred and a portion of rent expense, which represents the estimated interest factor and amortization of debt expense.

(b)		Calculations for 2001 include the impact of Del Webb since July 31, 2001, the date of the closing of our merger with Del Webb.

DESCRIPTION OF DEBT SECURITIES

We describe in this section the general terms that will apply to any particular series of debt securities that we may offer by this prospectus and an applicable prospectus supplement in the future. When we issue a particular series, we will describe in the prospectus supplement that relates to the series (i) the specific terms of the securities and (ii) the extent to which the general terms described in this section apply to the securities of that series.

Any debt securities that we offer will be our direct unsecured general obligations. These debt securities may be senior debt securities, subordinated debt securities or other types of debt securities and will be issued under one or more separate indentures between us and one or more banks or trust companies, as trustee. A debt security is considered “senior” or “subordinated” depending on how it ranks in relation to our other debts. Senior debt securities will generally rank equal to other senior debt securities or unsubordinated debt. Holders of our subordinated debt securities will only be entitled to payment after we pay our senior debts, including our senior debt securities.

We have summarized the material provisions of the indentures in this section, but this is only a summary. The indentures have been filed with the SEC and are incorporated by reference. See “Where You Can Find More Information.” Our discussion of indenture provisions is not complete, therefore, you should read the indentures for a more complete understanding of the provisions we describe. You should also read the indentures for provisions that may be important to you. You should review the applicable indenture for additional information before you buy any debt securities. Capitalized terms used in the following summary have the meanings specified in the indentures unless otherwise defined below.

General

The debt securities will be our direct unsecured general obligations. If so provided in a prospectus supplement, each of the Guarantors (as defined below) would guarantee our obligations under the debt securities on terms set forth in the prospectus supplement, subject to such guarantee not constituting or resulting in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, in which case the liability of the Guarantor under its guarantee will be reduced to the maximum amount, after giving effect to all other contingent and fixed liabilities of such Guarantor, permissible under applicable fraudulent conveyance or similar law. The Guarantors would consist of some or all of American Title of the Palm Beaches Corporation; Anthem Arizona L.L.C.; Asset Five Corp.; Asset Seven Corp.; Carr’s Grant, L.L.C.; Del E. Webb Foothills Corporation; Del Webb California Corp.; Del Webb Communities, Inc.; Del Webb Communities of Illinois, Inc. (formerly known as Bellasera Corp.); Del Webb Corporation; Del

Webb Golf Corp.; Del Webb Home Construction, Inc.; Del Webb Limited Holding Co.; Del Webb Southwest Co.; Del Webb Texas Limited Partnership; Del Webb’s Coventry Homes Construction Co.; Del Webb’s Coventry Homes, Inc.; Del Webb’s Coventry Homes of Nevada, Inc.; Del Webb’s Spruce Creek Communities, Inc.; Del Webb’s Sunflower of Tucson, Inc.; Devtex Land, L.P.; DiVosta Building Corporation; DiVosta Homes Sales, Inc. (formerly known as DiVosta Homes, Inc.); DiVosta Homes, L.P.; Florida Building Products, LLC; Harrison Hills, LLC; Island Walk Development Company; PB Venture L.L.C.; PBW Corporation; PC/ BRE Development L.L.C.; PC/ BRE Springfield L.L.C.; PC/ BRE Venture L.L.C.; PC/ BRE Whitney Oaks L.L.C.; PC/ BRE Winfield L.L.C.; PH1 Corporation; PH2 Corporation; PH3 Corporation; PH4 Corporation; PHT Building Materials Limited Partnership; PN I, Inc.; PN II, Inc.; Pulte Building Systems Holding Company LLC; Pulte Communities NJ, Limited Partnership; Pulte Development Corporation; Pulte Home Corporation; Pulte Home Corporation of the Delaware Valley; Pulte Homes of Greater Kansas City, Inc.; Pulte Homes of Michigan LLC; Pulte Homes of Michigan I Limited Partnership; Pulte Homes of Minnesota Corporation; Pulte Homes of New England LLC; Pulte Homes of New Mexico, Inc.; Pulte Homes of New York, Inc.; Pulte Homes of NJ, Limited Partnership; Pulte Homes of Ohio LLC; Pulte Homes of PA, Limited Partnership; Pulte Homes of Texas, L.P.; Pulte Homes Tennessee Limited Partnership; Pulte Land Company, LLC; Pulte Land Development Corporation; Pulte Lifestyle Communities, Inc.; Pulte Michigan Holdings Corporation; Pulte Michigan Services, LLC; Pulte Payroll Corporation; Pulte Realty Corporation; Radnor Homes, Inc.; RiverWalk of the Palm Beaches Development Company, Inc.; RN Acquisition 2 Corp.; Terravita Corp.; Terravita Home Construction Co.; Wil Corporation; and Wilben, LLLP.

Our operations are conducted through our subsidiaries and, therefore, we are primarily dependent on the earnings and cash flows of our subsidiaries to meet our debt service obligations. There currently are no restrictions on the ability of our subsidiaries (including the subsidiaries that are not Guarantors) to provide funds to use to meet our debt service obligations.

Any right of ours or our creditors to participate in the assets of our subsidiaries upon any liquidation or reorganization of any such subsidiary will be subject to the prior claims of that subsidiary’s creditors, including trade creditors. Accordingly, the debt securities issued will also be effectively subordinated to the creditors of our subsidiaries. The debt securities will, if provided in a prospectus supplement, have the benefit of guarantees from the Guarantors. The Guarantors are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the debt securities or to make any funds available for the debt securities, whether by dividends, loans or other payments, other than as expressly provided in the guarantees. The payment of dividends or the making of loans and advances by our subsidiaries to us are subject to contractual, statutory and regulatory restrictions, contingent upon the earnings of those subsidiaries and are subject to various business considerations.

A prospectus supplement and a supplemental indenture relating to any series of debt securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:


	•	if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the debt securities will be issuable;

	•	the title, series, type and amount of the debt securities;

	•	whether the securities will be issued in registered or bearer form, or both;

	•	the total principal amount and priority of the debt securities;

	•	the percentage of the principal amount at which the debt securities will be issued and any payments due if the maturity of the debt securities is accelerated;

	•	the dates on which the principal of the debt securities will be payable;

	•	the interest rate which the debt securities will bear and the interest payment dates for the debt securities;


	•	the place or places where the principal of and any interest on the debt securities will be payable;

	•	the place where the debt securities may be presented for registration of transfer or exchange;

	•	any limit on the aggregate principal amount of the debt securities;

	•	any optional redemption periods;

	•	any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities;

	•	the terms of any right to convert the debt securities into our common shares or other securities or property;

	•	any provisions granting special rights to holders when a specified event occurs;

	•	any provisions relating to the deferral of payment of any interest;

	•	any changes to or additional events of default or covenants;

	•	any special tax implications of the debt securities, including provisions for original issue discount securities, if offered; and

	•	any other terms of the debt securities not inconsistent with the terms and provisions of the indentures.

Each prospectus supplement will also describe any special provisions for the payment of additional amounts with respect to the debt securities. Debt securities of any series may be issued in one or more series or tranches as described in the applicable prospectus supplement.

If the purchase price of any of the offered debt securities is denominated in a foreign currency or currencies or if the principal of and any premium and interest on any series of debt securities is payable in a foreign currency or currencies or foreign currency unit or units, the restrictions, elections, general tax considerations, specific terms and other information with respect to the issue of debt securities and such foreign currency or currencies will be set forth in the applicable prospectus supplement.

The indentures provide that the debt securities may be issued in one or more series, in each case as authorized by our Board of Directors from time to time. The indentures also provide that there may be more than one trustee under the indentures, each with respect to one or more different series of debt securities. In the event that there is more than one trustee under an indenture, the powers and trust obligations of each trustee shall extend only to the one or more series of debt securities for which it is a trustee. If more than one trustee is acting under an indenture, the debt securities (whether of one or more than one series) for which each trustee is acting shall in effect be treated as if issued under separate indentures.

Payment of Principal, Interest and Premium; Transfer of Securities

Unless we designate otherwise, we will pay principal, interest and any premium on fully registered securities in Bloomfield Hills, Michigan. We will make payments by check mailed to the persons in whose names the debt securities are registered on days specified in the indentures or any prospectus supplement. We will make debt securities payments in other forms at a place we designate and specify in a prospectus supplement. You may transfer or exchange fully registered securities at the corporate trust office of the trustee or at any other office or agency maintained by us for such purposes as provided in any prospectus supplement.

Guarantees

In order to enable us to obtain more favorable interest rates and terms, payment of principal of, premium, if any, and interest on the debt securities may (if so specified in the prospectus supplement) be guaranteed, jointly and severally, by the Guarantors; provided that the guarantees will not be applicable to

or guarantee our obligations with respect to the conversion of the debt securities into common shares if applicable. Each guarantee will be an unsecured obligation of each Guarantor issuing such guarantee, ranking pari passu in right of payment with all existing and future indebtedness of a similar series.

The indenture governing our senior debt securities provides that, in the event any guarantee would constitute or result in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, the liability of the Guarantor under such guarantee shall be reduced to the maximum amount, after giving effect to all other contingent and other liabilities of such Guarantor, permissible under the applicable fraudulent conveyance or similar law.

Global Certificates

The debt securities of a series may be issued in whole or in part in the form of one or more global certificates that will be deposited with a depository identified in a prospectus supplement.

The specific terms of the depository arrangements with respect to any debt securities of a series will be described in a prospectus supplement.

Unless otherwise specified in a prospectus supplement, debt securities issued in the form of a global certificate to be deposited with a depository will be represented by a global certificate registered in the name of the depository or its nominee. Upon the issuance of a global certificate in registered form, the depository for the global certificate will credit, on its book-entry registration and transfer system, the respective principal amounts of the debt securities represented by the global certificate to the accounts of institutions that have accounts with the depository or its nominee. The accounts to be credited shall be designated by the underwriters or agents of the debt securities or by us, if the debt securities are offered and sold directly by us. Ownership of beneficial interests in a global certificate will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests by participants in a global certificate will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the depository or its nominee for the global certificate. Ownership of beneficial interests in a global certificate by persons that hold through participants will be shown on, and the transfer of that ownership interest within the participant will be effected only through, records maintained by the participant. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of the securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in a global certificate.

So long as the depository for a global certificate in registered form, or its nominee, is the registered owner of the global certificate, the depository or its nominee, as the case may be, will be considered the sole owner or holder of the debt securities of the series represented by the global certificate for all purposes under the indentures. Generally, owners of beneficial interests in a global certificate will not be entitled to have debt securities of the series represented by the global certificate registered in their names, will not receive or be entitled to receive physical delivery of debt securities in definitive form, and will not be considered the owners or holders of the global certificate under the applicable indenture.

Payment of principal of, premium, if any, and any interest on debt securities of a series registered in the name of or held by a depository or its nominee will be made to the depository or its nominee, as the case may be, as the registered owner or the holder of a global certificate representing the debt securities. None of Pulte, the trustee, any paying agent, or the applicable debt security registrar for the debt securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global certificate for the debt securities or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

We expect that the depository for debt securities of a series, upon receipt of any payment of principal, premium or interest in respect of a permanent global certificate, will credit immediately participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global certificate as shown on the records of the depository. We also expect that payments by participants to owners of beneficial interests in a global certificate held through the

participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and the payments will be the responsibility of the participants. However, we have no control over the practices of the depository and/or the participants and there can be no assurance that these practices will not be changed.

Unless it is exchanged in whole or in part for debt securities in definitive form, a global certificate may generally be transferred only as a whole unless it is being transferred to certain nominees of the depository.

Unless otherwise stated in any prospectus supplement, The Depository Trust Company, New York, New York will act as depository. Beneficial interests in global certificates will be shown on, and transfers of global certificates will be effected only through, records maintained by The Depository Trust Company and its participants.

Events of Default

“Event of default” when used in an indenture will mean any of the following:


	•	failure to pay when due interest on any debt security for 30 days;

	•	failure to pay the principal or any premium on any debt security when due;

	•	failure to deposit any sinking fund payment when due;

	•	failure to perform any other covenant in the indenture that continues for 60 days after being given written notice;

	•	certain events in bankruptcy, insolvency or reorganization of Pulte; and

	•	any other event of default included in any indenture or supplemental indenture.

An event of default for a particular series of debt securities does not necessarily constitute an event of default for any other series of debt securities issued under an indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal or interest, if it considers such withholding of notice to be in the best interests of the holders.

If an event of default for any series of debt securities occurs and continues, the trustee or the holders of at least 25% of the total principal amount of the debt securities of the series may declare the entire principal of that series due and payable immediately. If this happens, subject to certain conditions, the holders of a majority of the aggregate principal amount of the debt securities of that series can void the declaration.

The indentures contain provisions entitling the trustee with respect to any series of debt securities, subject to the duty of the trustee during default to act with the required standard of care, to be indemnified by the holders of the applicable debt securities before proceeding to exercise any right or power under the applicable indenture at the request of the holders of such debt securities. The indentures also provide that the holders of a majority in principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee for such series of debt securities. The indentures contain a covenant that we will file annually with the trustee a certificate as to the absence of any default or specifying any default that exists.

The indentures limit the right to institute legal proceedings. No holder of any debt security will have the right to bring a claim under an indenture unless:


	•	the holder has given written notice of default to the trustee;

	•	the holders of not less than 25% of the aggregate principal amount of debt securities of a particular series shall have made a written request to the trustee to bring the claim and furnished the trustee reasonable indemnification as it may require;


	•	the trustee has not commenced an action within 60 days of receipt of that notice and indemnification; and

	•	no direction inconsistent with the request has been given to the trustee by the holders of not less than a majority of the aggregate principal amount of the debt securities of the series then outstanding.

Regarding the Trustee

J.P. Morgan Trust Company, National Association is trustee under the indenture governing our senior debt securities, pursuant to which certain of our debt securities are outstanding. J.P. Morgan Trust Company, National Association or other banks or trust companies will act as trustee pursuant to which the debt securities are to be issued. J.P. Morgan Trust Company, National Association, maintains normal banking relationships with us (and is an affiliate of J.P. Morgan Chase Bank National Association, which participates in and acts as agent in our revolving credit facility and provides cash management and other services for us in the normal course of our business).

The trustee may resign or be removed with respect to one or more series of debt securities and a successor trustee may be appointed to act with respect to such series. In the event that two or more persons are acting as trustee with respect to different series of debt securities under a single indenture, each such trustee shall be a trustee of a trust under the applicable indenture separate and apart from the trust administered by any other such trustee, and any action described herein to be taken by the trustee may then be taken by each such trustee with respect to, and only with respect to, the one or more series of debt securities for which it is trustee.

Defeasance of Debt Securities

If permitted by the terms of any debt securities, we may terminate certain of our obligations under the indentures governing such debt securities, including our obligations to comply with the restrictive covenants described in this prospectus, on the terms and subject to the conditions contained in such indentures, by depositing in trust with the trustee money or obligations of, or guaranteed by, the United States sufficient to pay the principal of, premium, if any, and interest, if any, on such debt securities to maturity (or earlier redemptions).

The prospectus supplement sets forth the specific provisions, if any, permitting such defeasance or covenant defeasance, including any modifications to the provisions described above, with respect to the debt securities of or within a particular series.

Consolidation, Merger and Sale of Assets

Except as may otherwise be provided in a supplemental prospectus, neither we, the Guarantors nor the Restricted Subsidiaries will consolidate or merge into or sell, assign, transfer or lease all or substantially all of its assets to another person unless:


	•	the person is a corporation organized under the laws of the United States of America or any state thereof;

	•	the person assumes by supplemental indenture all the obligations of Pulte or such Guarantor or Restricted Subsidiary, as the case may be, relating to the debt securities, the guarantees and the indenture, as the case may be; and

	•	immediately after the transaction no event of default exists except that this prohibition will not restrict or be applicable to a merger, consolidation or liquidation of a Restricted Subsidiary or Guarantor with or into us or another subsidiary that is wholly-owned, directly or indirectly, by us that is, or concurrently with the completion of such merger, consolidation or liquidation becomes, a Guarantor or a Restricted Subsidiary that is wholly-owned, directly or indirectly, by us.

Upon any such consolidation, merger, sale, assignment or transfer, the successor corporation will be substituted for us or such Guarantor or Restricted Subsidiary (including any merger or consolidation described in the proviso at the end of the immediately preceding sentence), as applicable, under the indenture governing our senior debt securities. The successor corporation may then exercise every power and right of ours or such Guarantor or Restricted Subsidiary under the indenture, and we or such Guarantor or Restricted Subsidiary, as applicable, will be released from all of our respective liabilities and obligations in respect of the debt securities and the indenture. If we or any Guarantor or Restricted Subsidiary leases all or substantially all of its assets, the lessee corporation will be the successor to us or such Guarantor or Restricted Subsidiary and may exercise every power and right of ours or such Guarantor or Restricted Subsidiary, as the case may be, under that indenture, but we or such Guarantor or Restricted Subsidiary, as the case may be, will not be released from our respective obligations to pay the principal of and premium, if any, and interest, if any, on the debt securities.

Modification and Waiver

We and the trustee, with the consent of the holders of at least a majority of the principal amount of the debt securities, may execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indentures or modifying the rights of the holders of the debt securities, except that no such supplemental indenture may, without the consent of the holder of each outstanding debt security affected by the supplemental indenture, among other things:


	•	extend the final maturity of the debt securities, or reduce the rate or extend the time of payment of interest on the debt securities, or reduce the principal amount of the debt securities, or impair the right to institute suit for payment of the debt securities;

	•	reduce the percentage of debt securities, the consent of the holders of which is required for any such supplemental indenture, for any waiver of compliance with certain provisions of the indentures or certain defaults under the indentures and their consequences provided in the indentures; or

	•	modify any of the provisions regarding the modification of the indentures, waivers of past defaults and waivers of certain covenants, except to increase any percentage or to provide that certain other provisions of the indentures cannot be modified or waived without the consent of the holder of each outstanding security affected thereby.

Our Board of Directors does not have the power to waive any of the covenants of the indentures including those relating to consolidation, merger or sale of assets.

We and the trustee may modify or amend provisions of the indentures without the consent of any holder for any of the following purposes:


	•	to evidence the succession of another person to us or any Guarantor under the indentures and the debt securities;

	•	to add to our covenants or the covenants of any Guarantor for the benefit of the holders of the debt securities or to surrender any right or power conferred upon us or such Guarantor by the indentures;

	•	to add events of default for the benefit of the holders of the debt securities;

	•	to change or eliminate any provisions of the indentures, provided that any such change or elimination shall become effective only when there are no outstanding debt securities;

	•	to secure any debt securities under the indenture governing our senior debt securities;

	•	to establish the form or terms of the debt securities of any series;

	•	to add Guarantors;


	•	to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indentures by more than one trustee;

	•	to close the indentures to authentication and delivery of additional series of debt securities, and to cure any ambiguity, defect or inconsistency in the indenture, provided such action does not adversely affect the interests of holders of the debt securities; or

	•	to supplement any of the provisions of the indentures to the extent necessary to permit or facilitate defeasance and discharge of the debt securities, provided that such action shall not adversely affect the interests of the holders of the debt securities in any material respect.

The holders of at least a majority in principal amount of the outstanding debt securities may, on behalf of the holders of all debt securities, waive any past default under the indentures. However, they may not waive a default (1) in the payment of the principal of (or premium, if any) or any interest on any debt Security or (2) in respect of a covenant or provision which under the indentures cannot be modified or amended without the consent of the holder of each outstanding debt security affected.

Certain Covenants

In this section we describe the principal covenants that will apply to the debt securities unless otherwise indicated in the applicable prospectus supplement. We make use of several defined terms; the associated definitions are located at the end of this section.

Restrictions on Secured Debt. The indenture governing our senior debt securities provides that we will not, and will not cause or permit a Restricted Subsidiary to, create, incur, assume or guarantee any Secured Debt unless the applicable debt securities will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee of Secured Debt which is secured by:


	(1) Security Interests on model homes, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures and equipment located thereat, or thereon;

	(2) Security Interests on property at the time of its acquisition by us or a Restricted Subsidiary, which Security Interests secure obligations assumed by us or a Restricted Subsidiary, or on the property of a corporation or other entity at the time it is merged into or consolidated with us or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or where the Security Interest attaches to or affects our property or the property of a Restricted Subsidiary prior to such transaction);

	(3) Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by us or a Restricted Subsidiary; and

	(4) Security Interests securing indebtedness of a Restricted Subsidiary owing to us or to another Restricted Subsidiary that is wholly-owned (directly or indirectly) by us or Security Interests securing our Indebtedness owing to a Guarantor.

Permitted Secured Debt also includes any amendment, restatement, supplement, renewal, replacement, extension or refunding in whole or in part, of Secured Debt permitted at the time of the original incurrence thereof.

We and our Restricted Subsidiaries may also create, incur, assume or guarantee Secured Debt, without equally and ratably securing the debt securities, if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (4) above and any Secured Debt in relation to which the new notes have been equally and ratably secured) and (2) all Attributable Debt (as defined below) in respect of Sale and Leaseback Transactions (as defined below) (excluding Attributable Debt in respect of Sale and Leaseback Transactions as to which the net proceeds of the property sold or transferred are applied to retire indebtedness or to

the purchase of property as described under “Restrictions on Sale and Leaseback Transactions”) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets (as defined below).

The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Land Financing (as defined below) by virtue of the definition of Secured Debt, and will not restrict or limit our or our Restricted Subsidiaries’ ability to create, incur, assume or guarantee any unsecured indebtedness, or of any subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured indebtedness.

Restrictions on Sale and Lease-back Transactions. The indenture governing our senior debt securities also provides that we will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless:


	(1) notice of the Sale and Leaseback Transaction is promptly given to the trustee;

	(2) fair value is received by us or the relevant Restricted Subsidiary for the property sold

	(as determined in good faith pursuant to a resolution of the Board of Directors of Pulte delivered to the trustee); and

	(3) we or a Restricted Subsidiary, within 365 days after the completion of the Sale and Leaseback Transaction, apply an amount equal to the net proceeds therefrom either:


	•	to the redemption, repayment or retirement of debt securities of any series under the indenture (including the cancellation by the trustee of any debt securities of any series delivered by Pulte to the trustee), senior indebtedness of Pulte or Guarantor senior indebtedness, or

	•	to the purchase by us or any Restricted Subsidiary of property substantially similar to the property sold or transferred.

In addition, we and our Restricted Subsidiaries may enter into a Sale and Leaseback Transaction if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (4) described in “Restrictions on Secured Debt,” above or Secured Debt in relation to which the debt securities have been equally and ratably secured) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions as to which the net proceeds of the property sold or transferred are applied to retire indebtedness or to the purchase of property as described in clause (2) above) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets.

Other than the above-described covenants, there are no covenants or provisions contained in the indentures which may afford holders of debt securities protection in the event of a highly leveraged transaction involving Pulte.

Conversion

If provided in any prospectus supplement, the debt securities will be convertible, at their principal amount or any portion thereof which is an integral multiple of $1,000 at any time prior to their maturity, into our common shares at the conversion price set forth in the applicable prospectus supplement, subject to adjustment in the event of the:


	•	subdivision, combination or reclassification of the outstanding common shares;

	•	payment in common shares of a dividend or distribution on any class of our capital stock;

	•	issuance of rights or warrants to all holders of common shares entitling them to acquire common shares at a price per share less than the current market price; or

	•	distribution to holders of common shares of capital stock other than common shares, evidences of indebtedness or assets (including securities, but excluding distributions exclusively in cash, and

excluding dividends or distributions paid exclusively in common shares, rights and warrants referred to above).

We will not be required to issue fractional common shares but will pay a cash adjustment in lieu of such issuance. Except as otherwise provided in the prospectus supplement, interest accrued shall not be paid on debt securities converted. If any debt security not called for redemption is converted between a record date for the payment of interest and the next succeeding interest payment date, such debt security must be accompanied by funds equal to the interest payable on such interest payment date on the principal amount so converted.

There will be no upward adjustment in the conversion price except in the event of a reverse stock split. We are not required to make any adjustment in the conversion price of less than $0.01, but one will be carried forward and taken into account in the computation of any subsequent adjustment. The conversion price will not be subject to adjustment under any circumstances not referred to in this paragraph, such as tender offers, open market purchases or other acquisitions of common shares by us and/or our subsidiaries, unless otherwise provided with respect to any particular series of debt securities in the applicable prospectus supplement.

In case of any reclassification (excluding those referred to above), merger, consolidation or sale of substantially all of our assets as an entirety, the holder of each outstanding convertible debt security shall have the right to convert such debt security only into the kind and amount of shares of stock and other securities and property (including cash) receivable by a holder of the number of common shares into which such debt security might have been converted immediately prior to the effective date of the transaction.

Certain Definitions

“Attributable Debt” means, in respect of a Sale and Leaseback Transaction, the present value (discounted at the weighted average effective interest cost per annum of the outstanding debt securities of all series, compounded semiannually) of the obligation of the lessee for rental payments during the remaining term of the lease included in such transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended or, if earlier, until the earliest date on which the lessee may terminate such lease upon payment of a penalty (in which case the obligation of the lessee for rental payments shall include such penalty), after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water and utility rates and similar charges.

“Consolidated Net Tangible Assets” means the total amount of assets which would be included on a combined balance sheet of the Restricted Subsidiaries (not including Pulte) together with the total amount of assets that would be included on Pulte’s balance sheet, not including its subsidiaries, under generally accepted accounting principles (less applicable reserves and other properly deductible items) after deducting therefrom:


	(1) all short-term liabilities, except for liabilities payable by their terms more than one year from the date of determination (or renewable or extendible at the option of the obligor for a period ending more than one year after such date) and liabilities in respect of retiree benefits other than pensions for which the Restricted Subsidiaries are required to accrue pursuant to Statement of Financial Accounting Standards No. 106;

	(2) investments in subsidiaries that are not Restricted Subsidiaries, including Pulte Mortgage Corporation; and

	(3) all goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expense incurred in the issuance of debt and other intangible assets.

“Non-Recourse Land Financing” means any indebtedness of ours or any Restricted Subsidiary for which the holder of such indebtedness has no recourse, directly or indirectly, to us or such Restricted

Subsidiary for the principal of, premium, if any, and interest on such indebtedness, and for which we or such Restricted Subsidiary are not, directly or indirectly, obligated or otherwise liable for the principal of, premium, if any, and interest on such indebtedness, except pursuant to mortgages, deeds of trust or other Security Interests or other recourse obligations or liabilities in respect of specific land or other real property interests of ours or such Restricted Subsidiary; provided that recourse obligations or liabilities of ours or such Restricted Subsidiary solely for indemnities, covenants or breach of warranty, representation or covenant in respect of any indebtedness will not prevent indebtedness from being classified as Non-Recourse Land Financing.

“Restricted Subsidiary” means any Guarantor and any other of our subsidiaries as of the date of the indenture and any successor to such Guarantor or subsidiary other than (i) First Heights Holding Corp., LLC, Pulte Financial Companies, Inc., Pulte Mortgage LLC, Pulte Diversified Companies, Inc. or North American Builders Indemnity Corporation; (ii) Del Webb Mortgage LLC and (iii) any successor to any of the subsidiaries described in clauses (i) and (ii).

“Sale and Leaseback Transaction” means a sale or transfer made by us or a Restricted Subsidiary (except a sale or transfer made to Pulte or another Restricted Subsidiary) of any (a) manufacturing facility, office building or warehouse whose book value equals or exceeds 1% of Consolidated Net Tangible Assets as of the date of determination or (b) other property (not including model homes) whose book value constitutes 5% or more of Consolidated Net Tangible Assets as of the date of determination, if such sale or transfer is made with the agreement, commitment or intention of leasing such property to us or a Restricted Subsidiary.

“Secured Debt” means any Indebtedness which is secured by (i) a Security Interest in any of our property or the property of any Restricted Subsidiary or (ii) a Security Interest in shares of stock owned directly or indirectly by us or a Restricted Subsidiary in a corporation or in equity interests owned by us or a Restricted Subsidiary in a partnership or other entity not organized as a corporation or in our rights or the rights of a Restricted Subsidiary in respect of indebtedness of a corporation, partnership or other entity in which we or a Restricted Subsidiary has an equity interest. “Secured Debt” does not include Non-Recourse Land Financing that consists exclusively of “land under development,” “land held for future development” or “improved lots and parcels,” as such categories of assets are determined in accordance with generally accepted accounting principles. The securing in the foregoing manner of any such indebtedness which immediately prior thereto was not Secured Debt shall be deemed to be the creation of Secured Debt at the time security is given.

“Security Interest” means any mortgage, pledge, lien, encumbrance or other security interest which secures the payment or performance of an obligation.

DESCRIPTION OF CAPITAL STOCK

The following general summary of our capital stock and certain provisions of the Michigan Business Corporation Act (“MBCA”) is qualified in its entirety by reference to our articles of incorporation, as amended (the “Articles of Incorporation”), and the MBCA.

Common Shares

We are authorized by our Articles of Incorporation to issue 400,000,000 common shares. On April 30, 2006, 256,599,768 common shares were issued and outstanding.

The holders of our common shares are entitled to one vote for each share on all matters voted on by shareholders, including election of directors. The holders of our common shares do not have any cumulative value, conversion, redemption, sinking fund or preemptive rights. In the event of our dissolution, liquidation or winding up, holders of our common shares will be entitled to share ratably in any assets remaining after the satisfaction in full of the prior rights of creditors, including holders of our indebtedness, and the aggregate liquidation preference of any preferred shares then outstanding.

Our common shares are listed on the New York Stock Exchange. We intend to apply to the New York Stock Exchange to list the additional common shares offered hereby and issuable upon conversion of convertible securities, if any. Equiserve, L.P. is the transfer agent and registrar for our common shares.

Preferred Shares

We are also authorized by our Articles of Incorporation to issue 50,000,000 preferred shares, par value $.01 per share, none of which have been issued. Our Board of Directors has authority to divide the 50,000,000 preferred shares into series and to fix the rights and preferences of any series so established. Variations between different series may be created by the Board of Directors with respect to such matters as voting rights, rate of dividend, priority of payment, rights of accumulation, redemption or signing fund terms, preferences upon liquidation or dissolution, conversion rights and any other preferences or rights.

If we offer preferred shares pursuant to this prospectus in the future, the applicable prospectus supplement will describe the terms of such preferred shares, including the following, where applicable:


	•	the designation of the shares and the number of shares that constitute the series;

	•	the dividend rate (or the method of calculating dividends), if any, on the shares of the series and the priority as to payment of dividends with respect to other classes or series of our shares of capital stock;

	•	whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred shares will accumulate;

	•	the dividend periods (or the method of calculating the dividend periods);

	•	the voting rights of the preferred shares, if any;

	•	the liquidation preference and the priority as to payment of the liquidation preference with respect to other classes or series of our capital stock and any other rights of the shares of the class or series upon our liquidation or winding-up;

	•	whether or not the shares of the series will be convertible and, if so, the security into which they are convertible and the terms and conditions of conversion, including the conversion price or the manner of determining it;

	•	whether or not and on what terms the shares of the series will be subject to redemption or repurchase at our option;

	•	whether the preferred shares of the series will be listed on a national securities exchange or quoted on an automated quotation system;

	•	federal income tax considerations; and

	•	the other material terms, rights and privileges and any qualifications, limitations or restrictions of the rights or privileges of the series.

The description in the prospectus supplement will not necessarily be complete, and reference will be made to the provisions of our Articles of Incorporation relating to a series of preferred shares which will be filed with the SEC.

Depositary Shares

We may elect to offer fractional preferred shares rather than full preferred shares. If so, we will issue “depositary receipts” for these “depositary shares.” Each depositary share will represent a fraction of a share of a particular series of preferred shares. If we offer depositary shares pursuant to these provisions in the future, the applicable prospectus supplement will describe the terms of the depository shares and the underlying preferred shares to which the depositary shares relate.

The description in the prospectus supplement will not necessarily be complete, and reference will be made to the deposit agreement relating to the depositary shares which will be filed with the SEC.

Voting Rights

Our Articles of Incorporation provide that the Board of Directors will be divided into three classes, as nearly equal in number as possible, with the term of office of one class expiring each year. The present Board of Directors consists of 12 persons who were elected to the Board of Directors for terms of three years each by our shareholders. Our Articles of Incorporation also provide that to the extent holders of preferred shares are given the right, voting separately or by class or series, to elect directors, such directors shall not be divided into the foregoing classes.

Our Articles of Incorporation require, in addition to any vote required by law, the affirmative vote of the holders of at least 69.3% of the shares voting at a meeting of shareholders in connection with (a) any merger or consolidation of Pulte or any subsidiary with any “Interested Shareholder,” as defined therein, or any corporation which is, or after the merger or consolidation would be, an “Affiliate,” as defined therein, of an Interested Shareholder that was an Interested Shareholder prior to the transaction; (b) certain transfers to any Interested Shareholder or Affiliate of an Interested Shareholder, other than Pulte or any of our subsidiaries, of any of our assets or any subsidiary which have an aggregate book value of 10% or more of consolidated net worth; (c)certain transfers by us or any subsidiary of “Equity Securities,” as defined therein, of Pulte or any subsidiary which have an aggregate market value of 5% or more of the total market value of our outstanding shares to any Interested Shareholder or Affiliate of an Interested Shareholder, other than us or our subsidiaries (subject to certain exceptions); (d) the adoption of any plan or proposal for our liquidation or dissolution proposed by or on behalf of an Interested Shareholder or any Affiliate of an Interested Shareholder, (e) any reclassification of securities or recapitalization of Pulte, or any merger, consolidation or share exchange by us with any of our subsidiaries which has the effect of increasing the proportionate amount of the outstanding shares of any class of our Equity Securities or Equity Securities of any subsidiary which is owned by an Interested Shareholder or any Affiliate of an Interested Shareholder (each of the Transactions referred to in clauses (a) through (e), a “Business Combination”); or (f) any agreement, contract or arrangement providing for one or more of the foregoing. An “Interested Shareholder” generally includes any beneficial owner of 10% or more of the voting power of Pulte or any Affiliate of ours that at any time within the two year period prior to the date in question was the beneficial owner of 10% or more of the voting power of Pulte.

The foregoing supermajority vote is not required if (i) the Board of Directors approves such Business Combination and either the Interested Shareholder has been an Interested Shareholder for at least two years prior to the date of the Board approval or such proposed transaction was approved by the Board prior to the time the Interested Shareholder became an Interested Shareholder or (ii) a majority of the outstanding stock of such other corporation is owned by us or our subsidiaries.

The foregoing supermajority provisions may only be amended by the affirmative vote of 69.3% of the shares voting on the proposed amendment at a meeting of shareholders, in addition to any vote otherwise required by law.

Certain Provisions of the Michigan Business Corporation Act

Chapters 7A and 7B of the Michigan Business Corporation Act (“MBCA”) may affect attempts to acquire control of Pulte. Pursuant to our Articles of Incorporation, we have expressly elected not to be subject to the provisions of Chapter 7A of the MBCA; however, the Board of Directors may terminate this election in whole or in part by action of the majority of directors then in office. Chapter 7A applies to “Business Combinations,” defined to include, among other transactions, certain mergers, substantial sales of assets or securities and recapitalizations between covered Michigan business corporations or their subsidiaries and an “Interested Shareholder” (generally a beneficial owner of 10% or more of the voting power of the Company’s outstanding voting stock). In general, Chapter 7A requires, for any Business Combination, an advisory statement from the Board of Directors, the approval of holders of at least 90%

of each class of the shares entitled to vote and the approval of holders of at least two-thirds of such voting shares not held by the Interested Shareholder, its affiliates and associates. These requirements do not apply, however, where the Interested Shareholder satisfies certain “fair price,” form of consideration and other requirements and at least five years have elapsed after the person involved became an Interested Shareholder. Our Board of Directors has the power to elect to be subject to Chapter 7A as to specifically identified or unidentified Interested Shareholders.

We are, however, subject to the provisions of Chapter 7B of the MBCA. Generally, under Chapter 7B, an entity that acquires “Control Shares” of Pulte may vote the Control Shares on any matter only if a majority of all shares, and of all non “Interested Shares,” of each class of shares entitled to vote as class, approve such voting rights. In general, “Interested Shares” are shares owned by employee-directors of Pulte, all its officers, or the entity making the “Control Share Acquisition.” “Control Shares” are shares that, when added to those already owned by an entity, would give the entity voting power in the election of directors over any of three thresholds: one-fifth, one-third and a majority. If Control Shares acquired in a Control Share Acquisition are accorded full voting rights and the acquirer of such Control Shares has acquired a majority of all voting power of Pulte, Chapter 7B would afford special dissenters’ rights to our shareholders other than the acquiring person, unless otherwise provided in our Articles of Incorporation or Bylaws before the Control Share Acquisition occurs. The effect of the statute is to condition the acquisition of voting control of the corporation on the approval of a majority of pre-existing disinterested shareholders. Our Board of Directors may amend the Bylaws before a Control Share Acquisition occurs to provide that Chapter 7B applies to Pulte. Our Board of Directors currently has no plans to effect any such amendment, nor is it aware of any other plans or proposals to do so by a shareholder.

DESCRIPTION OF WARRANTS

We may issue warrants to purchase debt securities, common shares, or other securities. We may issue warrants independently or together with other securities. Warrants sold with other securities may be attached to or separate from the other securities. We will issue warrants under one or more warrant agreements between us and a warrant agent that we will name in the prospectus supplement.

The prospectus supplement relating to any warrants we are offering will include specific terms relating to the offering. These terms will include some or all of the following:


	•	the title of the warrants;

	•	the aggregate number of warrants offered;

	•	the designation, number and terms of the debt securities, common shares or other securities purchasable upon exercise of the warrants and procedures by which those numbers may be adjusted;

	•	the exercise price of the warrants;

	•	the dates or periods during which the warrants are exercisable;

	•	the designation and terms of any securities with which the warrants are issued;

	•	if the warrants are issued as a unit with another security, the date on and after which the warrants and the other security will be separately transferable;

	•	if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise price is denominated;

	•	any minimum or maximum amount of warrants that may be exercised at any one time;

	•	any terms relating to the modification of the warrants; and

	•	any terms, procedures and limitations relating to the transferability, exchange or exercise of the warrants.

The description in the prospectus supplement will not necessarily be complete, and reference will be made to the warrant agreements which will be filed with the SEC.

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of common shares at a future date or dates, which we refer to in this Prospectus as “Stock Purchase Contracts.” The price per common share and number of common shares may be fixed at the time the Stock Purchase Contracts are issued or may be determined by reference to a specific formula set forth in the Stock Purchase Contracts. The Stock Purchase Contracts may be issued separately or as a part of units consisting of a Stock Purchase Contract and our debt securities or debt obligations of third parties, including U.S. Treasury securities, securing the holders’ obligations to purchase the common shares under the Stock Purchase Contracts, which we refer to in this Prospectus as “Stock Purchase Units.” The Stock Purchase Contracts may require holders to secure their obligations thereunder in a specified manner. The Stock Purchase Contracts also may require us to make periodic payments to the holders of the Stock Purchase Units or vice-versa and such payments may be unsecured or prefunded on some basis.

The applicable prospectus supplement will describe the terms of any Stock Purchase Contracts or Stock Purchase Units. The description in the prospectus supplement will not necessarily be complete, and reference will be made to the Stock Purchase Contracts, and, if applicable, collateral or depositary arrangements, relating to the Stock Purchase Contracts or Stock Purchase Units. Material United States federal income tax considerations applicable to the Stock Purchase Units and the Stock Purchase Contracts will also be discussed in the applicable prospectus supplement.

PLAN OF DISTRIBUTION

We may sell the offered securities in and outside the United States from time to time (a) through underwriters or dealers, (b) directly to purchasers, including our affiliates, (c) through agents, or (d) through a combination of any of these methods. The prospectus supplement will include the following information:


	•	the terms of the offering;

	•	the names of any underwriters or agents;

	•	the name or names of any managing underwriter or underwriters;

	•	the purchase price of the securities from us;

	•	the net proceeds to us from the sale of the securities;

	•	any delayed delivery arrangements;

	•	any underwriting discounts, commissions and other items constituting underwriters’ compensation;

	•	any initial public offering price;

	•	any discounts or concessions allowed or reallowed or paid to dealers; and

	•	any commissions paid to agents.

General

Underwriters, dealers, agents and remarketing firms that participate in the distribution of the offered securities may be “underwriters” as defined in the Securities Act of 1933. Any discounts or commissions they receive from us and any profits they receive on the resale of the offered securities may be treated as underwriting discounts and commissions under the Securities Act of 1933. We will identify any

underwriters, agents or dealers and describe their commissions, fees or discounts in the applicable prospectus supplement.

Sale Through Underwriters or Dealers

If we use underwriters in a sale, they will acquire the offered securities for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions. These sales will be made at a fixed public offering price or at varying prices determined at the time of the sale.

We may offer the securities to the public through an underwriting syndicate or through a single underwriter.

Unless the applicable prospectus supplement states otherwise, the obligations of the underwriters to purchase the offered securities will be subject to certain conditions contained in an underwriting agreement that we will enter into with the underwriters. The underwriters will be obligated to purchase all of the securities of the series offered if any of the securities are purchased, unless the applicable prospectus supplement says otherwise. Any initial public offering price and any discounts or concessions allowed, re-allowed or paid to dealers may be changed from time to time.

If we use dealers in a sale of securities, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.

Direct Sales and Sales Through Agents

We may choose to sell the offered securities directly. In this case, no underwriters or agents would be involved. We may also sell the securities through agents we designate from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable by us to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its best efforts to solicit purchases for the period of its appointment.

We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act of 1933 with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.

Delayed Delivery Contracts

If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

Indemnification

We may have agreements with agents, underwriters, dealers and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act of 1933. Agents, underwriters, dealers and remarketing firms, and their affiliates, may engage in transactions with, or perform services for, us in the ordinary course of business. This includes commercial banking and investment banking transactions.

Market Making, Stabilization and Other Transactions

Unless the applicable prospectus supplement states otherwise, each series of offered securities will be a new issue and will have no established trading market. We may elect to list any series of offered

securities on an exchange. Any underwriters that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.

Any underwriter may engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Securities Exchange Act of 1934. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. These stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.

EXPERTS

The consolidated financial statements of Pulte Homes, Inc. appearing in Pulte Homes, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2005, and Pulte Homes, Inc. management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 included therein, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein and incorporated herein by reference. Such consolidated financial statements and management’s assessment are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the debt securities, the guarantees, common shares, warrants, preferred shares, depositary shares, stock purchase contracts and stock purchase units will be passed upon for Pulte and, if applicable, the Guarantors, by Sidley Austin LLP, Chicago, Illinois.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports and other information with the SEC. The registration statement and these other SEC filings are available to you at the SEC’s website at http://www.sec.gov. You may read and copy any filed document at the SEC’s public reference rooms in Washington, D.C. at 100 F Street, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. You also may inspect our SEC filings at the New York Stock Exchange, the exchange on which our common shares are listed, at 20 Broad Street, 7th Floor, New York, NY 10005.

This prospectus is part of a registration statement we have filed with the SEC relating to the securities we may offer. As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, the exhibits and schedules for more information about us and our securities. The registration statement, exhibits and schedules are available at the SEC’s public reference room or through its web site.

The SEC allows us to “incorporate by reference” information in documents that we file with them, which means that we can disclose important information to you by referring you to those documents that

are considered to be part of this prospectus. We incorporate by reference the following documents into this prospectus:


	•	our Annual Report on Form 10-K for the year ended December 31, 2005

	•	our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006;

	•	our Current Reports on Form 8-K dated February 3, 2006, February 17, 2006 and April 27, 2006; and

	•	the description of our common shares contained in Item 1 of our Registration Statement on Form 8-A filed with the SEC on May 17, 1983, Item 4 of our Registration Statement on Form 8-B filed with the SEC on May 16, 1985 and Item 4 of our Registration Statement on Form 8-B filed with the SEC on December 18, 1987, each pursuant to Section 12 of the Exchange Act.

We also incorporate by reference into this prospectus additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we sell all of the securities we are offering. Any statements contained in a previously filed document incorporated by reference into this prospectus is deemed to be modified in or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. You may request copies of these filings at no cost, by writing or telephoning us at the following address:

Investor Relations

Pulte Homes, Inc.

100 Bloomfield Hills Parkway, Suite 300

Bloomfield Hills, Michigan 48304

(248) 647-2750

Telecopy: (248) 433-4543

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information or to make any representations other than as contained in this prospectus or in any prospectus supplement. We are not making any offer of these securities in any state where the offer is not permitted.

We maintain a website at http://www.pulte.com. Our website and the information at that site, or connected to that site, is not incorporated into this prospectus, any prospectus supplement or the registration statement of which this prospectus is a part.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses in connection with the offering described in this registration statement:


SEC registration fee	$	*
Printing fees and expenses		150,000
Legal fees and expenses		200,000
Rating agencies’ fees and expenses		1,125,000
Accountants’ fees and expenses		250,000
Miscellaneous expenses		50,000

Total	$	1,775,000


*		Omitted because the registration fee is being deferred pursuant to Rule 456(b).

Item 15. Indemnification of Directors and Officers

Under Sections 561- 571 of the Michigan Business Corporation Act, directors and officers of a Michigan corporation may be entitled to indemnification by the corporation against judgments, expenses, fines and amounts paid by the director or officer in settlement of claims brought against them by third persons or by or in the right of the corporation if those directors and officers acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation or its shareholders.

Our Articles of Incorporation provide that our directors shall not be personally liable to us or our shareholders for monetary damages for breach of the director’s fiduciary duty. However, our Articles do not eliminate or limit the liability of a director for any of the following: (a) a breach of the director’s duty of loyalty to us or our shareholders; (b) acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law; (c) a violation of Section 551(1) of the Michigan Business Corporation Act; (d) a transaction from which the director derived an improper personal benefit; or (e) an act or omission occurring before the effective date of the Articles. In addition, our Bylaws generally provide that, to the fullest extent permitted by applicable law, we shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the corporation), including a shareholders’ derivative action, by reason of the fact that he is or was our director, officer, employee or agent or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

We have obtained a Directors’ and Officers’ liability insurance policy, which provides for coverage for liabilities under the Securities Act, including for prior acts dating to our inception.

Item 16. Exhibits*


Exhibit Number		Description
(2) and (10)	(a)	Plan and Agreement of merger dated as of April 30, 2001, among Del Webb Corporation, Pulte Corporation and Pulte Acquisition Corporation. (Incorporated by reference to Exhibit 2.1 to our Registration Statement on Form S-4, Registration No. 333-62518.)

(3)	(a)	Articles of Incorporation, as amended, of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-4, Registration No. 333-62518.)

	(b)	Certificate of Amendment to the Articles of Incorporation of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3(a) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.)

	(c)	By-laws, as amended, of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated September 15, 2004.)

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Exhibit Number		Description
(4)	(a)	Senior Note Indenture dated as of October 24, 1995 among Pulte Homes, Inc. (formerly known as Pulte Corporation), certain of its subsidiaries, as Guarantors, and J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), covering Pulte Corporation’s 7.3% unsecured senior notes due 2005 ($125,000,000 aggregate principal amount outstanding) and 7.625% unsecured senior notes due 2017 ($150,000,000 aggregate principal amount outstanding). (Incorporated by reference to Exhibit (c)1 to our Current Report on Form 8-K dated October 20, 1995.)

	(b)	Indenture Supplement dated as of August 27, 1997 among Pulte Homes, Inc. (formerly known as Pulte Corporation), J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated October 6, 1997.)

	(c)	Indenture Supplement dated as of March 20, 1998 among Pulte Homes, Inc. (formerly known as Pulte Corporation), J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 24, 1998.)

	(d)	Indenture Supplement dated January 31, 1999 among Pulte Homes, Inc. (formerly known as Pulte Corporation), J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 3, 1999.)

	(e)	Indenture Supplement dated February 21, 2001, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4(j) to our Annual Report on Form 10-K for the year ended December 31, 2003.)

	(f)	Indenture Supplement dated August 6, 2001, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.8 to our Registration Statement on Form S-4, Registration No. 333-70786.)

	(g)	Indenture Supplement dated June 12, 2002, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4(m) to our Annual Report on Form 10-K for the year ended December 31, 2003.)

	(h)	Indenture Supplement dated February 3, 2003, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4(n) to our Annual Report on Form 10-K for the year ended December 31, 2003.)

	(i)	Indenture Supplement dated May 23, 2003, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4(o) to our Annual Report on Form 10-K for the year ended December 31, 2003.)

	(j)	Indenture Supplement dated January 16, 2004, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4(p) to our Annual Report on Form 10-K for the year ended December 31, 2003.)

	(k)	Indenture Supplement dated July 9, 2004, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company,

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Exhibit Number		Description
		National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4(n) to our Annual Report on Form 10-K for the year ended December 31, 2004.)

	(l)	Indenture Supplement dated February 10, 200 5, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4(o) to our Annual Report on Form 10-K for the year ended December 31, 2004.)

	(m) **	Form of Subordinated Indenture.

	(n)	Form of Pulte Homes, Inc. Subsidiary Guarantor Guarantee Agreement. (Incorporated by reference to Exhibit 4(x) to our Registration Statement on Form S-3, Registration No. 333-109029.)

(5)	(a)**	Opinion of Sidley Austin LLP.

(12)	(a)**	Computation of Ratio of Earnings to Fixed Charges.

(23)	(a)	Consent of Sidley Austin LLP (included in Exhibit 5(a) hereto).

(23)	(b)**	Consent of Ernst & Young LLP.

(24)	(a)	Power of Attorney (included in Pulte Homes, Inc. Signature page hereto)

(25)	(a)**	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of J.P. Morgan Trust Company, National Association under the Senior Note Indenture.


*		Pulte will file as an exhibit to a Current Report on Form 8-K (i) any underwriting agreement, including any remarketing agreement, relating to securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, common shares, warrants, preferred shares, depositary shares, stock purchase contracts or stock purchase units and (iii) any required opinion of counsel to Pulte as to certain tax matters relative to the securities offered hereby.

**		Filed herewith

***		To be filed either by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.

Item 17. Undertakings

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum

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aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or 1 5(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)( 5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 41 5(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

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	(ii)		Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

	(iii)		The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their respective securities provided by or on behalf of the undersigned registrants; and

	(iv)		Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b) The undersigned registrant, Pulte Homes, Inc., hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of such registrant’s annual report pursuant to Section 13(a) or 1 5(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of any employee benefit plan’s annual report pursuant to Section 1 5(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions discussed in Item 1 5 above, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(d) The undersigned registrant, Pulte Homes, Inc., hereby undertakes to file an application for the purpose of determining the eligibility of the trustee under the subordinated indenture to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on May 8, 2006.


	PULTE HOMES, INC.
	By:	/s/ STEVEN M. COOK
		Steven M. Cook
		Vice President, General Counsel and Secretary

Each of the undersigned officers and directors of Pulte Homes, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ WILLIAM J. PULTE		Chairman of the Board of Directors


William J. Pulte

/s/ RICHARD J. DUGAS, JR.		President, Chief Executive Officer and Director (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ ROGER A CREGG		Executive Vice President and Chief Financial Officer (Principal Financial Officer)


Roger A. Cregg

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

/s/ BRIAN P. ANDERSON		Director


Brian P. Anderson

/s/ D. KENT ANDERSON		Director


D. Kent Anderson

II-6


Signature		Title

/s/ DEBRA J. KELLY-ENNIS		Director


Debra J. Kelly-Ennis

/s/ DAVID N. MCCAMMON		Director


David N. McCammon

/s/ PATRICK J. O’LEARY		Director


Patrick J. O’Leary

/s/ BERNARD W. REZNICEK		Director


Bernard W. Reznicek

/s/ ALAN E. SCHWARTZ		Director


Alan E. Schwartz

/s/ FRANCIS J. SEHN		Director


Francis J. Sehn

/s/ JOHN J. SHEA		Director


John J. Shea

/s/ WILLIAM B. SMITH		Director


William B. Smith

II-7

SIGNATURES


	AMERICAN TITLE OF THE PALM BEACHES CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President and Treasurer

Each of the undersigned officers and directors of American Title of the Palm Beaches Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ DAVID A. KOON		President and Director (Principal Executive Officer)


David A. Koon

/s/ CHRISTOPHER P. SCHMIDT		Vice President and Director (Principal Accounting Officer)


Christopher P. Schmidt

/s/ STEVEN M. COOK		Vice President and Secretary


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President and Treasurer (Principal Financial Officer)


Bruce E. Robinson

II-8

SIGNATURES


	ANTHEM ARIZONA, L.L.C.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Anthem Arizona, L.L.C. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ ROGER A CREGG		Executive Vice President (Principal Financial Officer)


Roger A. CREGG

/s/ STEVEN M. COOK		Senior Vice President, General Counsel, Secretary and Manager


Steven M. Cook

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. FREES

/s/ BRUCE E. ROBINSON		Vice President and Treasurer


Bruce E. Robinson

II-9


Signature		Title

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Manager

Gregory M. Nelson

II-10

SIGNATURES


	ASSET FIVE CORP.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Asset Five Corp. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ STEVEN M. COOK		Senior Vice President, General Counsel, Secretary and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. FREES

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M.. Nelson

II-11

SIGNATURES


	ASSET SEVEN CORP.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Asset Seven Corp. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ STEVEN M. COOK		Vice President, Secretary, General Counsel and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. FREES

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-12

SIGNATURES


	CARR’S GRANT, L.L.C. By: WIL CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Wil Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ VINCENT J. FREES		President, Chief Financial Officer, Controller and Director (Principal Accounting Officer)


Vincent J. FREES

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

II-13

SIGNATURES


	DEL E. WEBB FOOTHILLS CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Del E. Webb Foothills Corporation does
hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ STEVEN M. COOK		Vice President, Secretary, General Counsel and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. FREES

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-14

SIGNATURES


	DEL WEBB CALIFORNIA CORP.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Del Webb California Corp. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ IGOR NORIEGA		President (Principal Executive Officer)


Igor Noriega

/s/ STEVEN M. COOK		Vice President, Secretary, General Counsel and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. FREES

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-15

SIGNATURES


	DEL WEBB COMMUNITIES, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Del Webb Communities, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ STEVEN M. COOK		Vice President, Secretary, General Counsel and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FRESS		Vice President and Controller (Principal Accounting Officer)


Vincent J. FREES

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-16

SIGNATURES


	DEL WEBB COMMUNITIES OF ILLINOIS, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Del Webb Communities of Illinois, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ STEVEN M. COOK		Vice President, Secretary, General Counsel and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. FREES

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-17

SIGNATURES


	DEL WEBB CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President and Treasurer

Each of the undersigned officers and directors of Del Webb Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		Chief Executive Officer, President and Director (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ ROGER A. CREGG		Senior Vice President and Chief Financial Officer and Director (Principal Financial Officer)


Roger A. Cregg

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

II-18

SIGNATURES


	DEL WEBB GOLF CORP.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer, and Director Assistant Secretary

Each of the undersigned officers and directors of Del Webb Golf Corp. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ CURTIS VANHYFTE		President and Director (Principal Executive Officer)


Curtis VanHyfte

/s/ BRUCE E. ROBINSON		Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)


Bruce E. Robinson

II-19

SIGNATURES


	DEL WEBB HOME CONSTRUCTION, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Del Webb Home Construction, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ ROGER A. CREGG		Senior Vice President and Director


Roger A. Cregg

/s/ STEVEN M. COOK		Vice President, Secretary, General Counsel and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

II-20


Signature		Title

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-21

SIGNATURES


	DEL WEBB LIMITED HOLDING CO.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Del Webb Limited Holding Co. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ STEVEN M. COOK		Vice President, Secretary, General Counsel and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-22

SIGNATURES


	DEL WEBB SOUTHWEST CO.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Del Webb Southwest Co. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ STEVEN M. COOK		Vice President, Secretary, General Counsel and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-23

SIGNATURES


	DEL WEBB TEXAS LIMITED PARTNERSHIP By: DEL WEBB SOUTHWEST CO. Its: General Partner
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ STEVEN M. COOK		Vice President, Secretary, General Counsel and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

II-24


Signature		Title

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-25

SIGNATURES


	DEL WEBB’S COVENTRY HOMES CONSTRUCTION CO.

	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Del Webb’s Coventry Homes Construction Co. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ STEVEN M. COOK		Vice President, Secretary, General Counsel and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-26

SIGNATURES


	DEL WEBB’S COVENTRY HOMES INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Del Webb’s Coventry Homes Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ STEVEN M. COOK		Vice President, Secretary, General Counsel and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-27

SIGNATURES


	DEL WEBB’S COVENTRY HOMES OF NEVADA, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Del Webb’s Coventry Homes Of Nevada, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ STEVEN M. COOK		Vice President, Secretary, General Counsel and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-28

SIGNATURES


	DEL WEBB’S SPRUCE CREEK COMMUNITIES, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Del Webb’s Spruce Creek Communities, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ JAY A. THOMPSON		President and Director (Principal Executive Officer)


Jay A. Thompson

/s/ STEVEN M. COOK		Vice President, Secretary, General Counsel and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-29

SIGNATURES


	DEL WEBB’S SUNFLOWER OF TUCSON, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Del Webb’s Sunflower of Tucson, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ STEVEN M. COOK		Vice President, Secretary, General Counsel and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-30

SIGNATURES


	DEVTEX LAND, L.P. BY: PN I, INC. ITS: GENERAL PARTNER
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of PN I, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ GREGORY M. NELSON		President (Principal Executive Officer)


Gregory M. Nelson

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President, Controller and Director (Principal Accounting Officer)


Vincent J. Frees

/s/ HARMON D. SMITH		Regional President and Director


Harmon D. Smith

II-31

SIGNATURES


	DIVOSTA BUILDING CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President and Treasurer

Each of the undersigned officers and directors of DiVosta Building Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ CURTIS K. RING		President and Director (Principal Executive Officer)


Curtis K. Ring

/s/ STEVEN M. COOK		Vice President and Secretary


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

/s/ CHRISTOPHER P. SCHMITZ		Vice President and Director


Christopher P. Schmitz

/s/ DAVID A. KOON		Vice President and Director


David A. Koon

II-32

SIGNATURES


	DIVOSTA HOMES SALES, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President and Treasurer

Each of the undersigned officers and directors of DiVosta Homes Sales, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ DAVID A. KOON		President and Director (Principal Executive Officer)


David A. Koon

/s/ CHRISTOPHER P. SCHMITZ		Vice President and Director (Principal Accounting Officer)


Christopher P. Schmitz

/s/ BRUCE E. ROBINSON		Vice President and Treasurer (Principal Financial Officer)


Bruce E. Robinson

/s/ STEVEN M. COOK		Vice President and Secretary


Steven M. Cook

II-33

SIGNATURES


	DIVOSTA HOMES, L.P. By: DIVOSTA HOMES HOLDINGS, LLC, Gen. Partner
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President and Treasurer

Each of the undersigned officers and directors of DiVosta Homes, L.P. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ DAVID A. KOON		President (Principal Executive Officer)


David A. Koon

/s/ CHRISTOPHER P. SCHMITZ		Vice President (Principal Accounting Officer)


Christopher P. Schmitz

/s/ STEVEN M. COOK		Vice President and Secretary


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President and Treasurer (Principal Financial Officer)


Bruce E. Robinson

/s/ RICHARD J. DUGAS, JR.		Manager


Richard J. Dugas, Jr.

/s/ ROGER A CREGG		Manager


Roger A. Cregg

II-34

SIGNATURES


	FLORIDA BUILDING PRODUCTS, LLC
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President and Treasurer

Each of the undersigned officers and directors of Florida Building Products, LLC does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ DAVID A. KOON		President and Manager (Principal Executive Officer)


David A. Koon

/s/ CHRISTOPHER P. SCHMITZ		Vice President and Manager (Principal Accounting Officer)


Christopher P. Schmitz

/s/ STEVEN M. COOK		Vice President and Secretary


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President and Treasurer (Principal Financial Officer)


Bruce E. Robinson

II-35

SIGNATURES


	HARRISON HILLS, LLC By WIL CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Harrison Hills, LLC does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ VINCENT J. FREES		President, Chief Financial Officer, Controller and Director (Principal Accounting Officer)


Vincent J. Frees

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

II-36

SIGNATURES


	ISLAND WALK DEVELOPMENT COMPANY
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President and Treasurer

Each of the undersigned officers and directors of Island Walk Development Company does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ DAVID A. KOON		President and Director (Principal Executive Officer)


David A. Koon

/s/ CHRISTOPHER P. SCHMITZ		Vice President and Director (Principal Accounting Officer)


Christopher P. Schmitz

/s/ STEVEN M. COOK		Vice President and Secretary


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President and Treasurer (Principal Financial Officer)


Bruce E. Robinson

II-37

SIGNATURES


	PB VENTURE L.L.C. By: PULTE HOMES, INC.
	By:	/s/ STEVEN M. COOK
		Steven M. Cook
		Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President, Chief Executive Officer and Director (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ ROGER A CREGG		Senior Vice President and Chief Financial Officer (Principal Financial Officer)


Roger A. Cregg

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

II-38

SIGNATURES


	PBW CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, General Counsel and Secretary

Each of the undersigned officers and directors of PBW Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD D. DIBELLA		President and Director (Principal Executive Officer)


Richard D. Dibella

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

/s/ BRUCE E. ROBINSON		Vice President, Treasurer and Assistant Secretary (Principal Financial Officer)


Bruce E. Robinson

/s/ VINCENT J. FREES		Vice President, Chief Financial Officer and Controller (Principal Accounting Officer)


Vincent J. Frees

II-39

SIGNATURES


	PC/BRE DEVELOPMENT L.L.C. By: PC/BRE VENTURE L.L.C. By: PB VENTURE L.L.C. By: PULTE HOMES, INC.
	By:	/s/ STEVEN M. COOK
		Steven M. Cook
		Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President, Chief Executive Officer and Director (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ ROGER A. CREGG		Senior Vice President and Chief Financial Officer (Principal Financial Officer)


Roger A. Cregg

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

II-40

SIGNATURES


	PC/BRE SPRINGFIELD L.L.C. By: PC/BRE VENTURE L.L.C. By: PB VENTURE L.L.C. By: PULTE HOMES, INC.
	By:	/s/ STEVEN M. COOK
		Steven M. Cook
		Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President, Chief Executive Officer and Director (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ ROGER A. CREGG		Senior Vice President and Chief Financial Officer (Principal Financial Officer)


Roger A. Cregg

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

II-41

SIGNATURES


	PC/BRE VENTURE L.L.C. By: PB VENTURE L.L.C. By: PULTE HOMES, INC.
	By:	/s/ STEVEN M. COOK
		Steven M. Cook
		Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President, Chief Executive Officer and Director (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ ROGER A. CREGG		Senior Vice President and Chief Financial Officer (Principal Financial Officer)


Roger A. Cregg

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

II-42

SIGNATURES


	PC/BRE WHITNEY OAKS L.L.C. By: PC/BRE VENTURE L.L.C. By: PB VENTURE L.L.C. By: PULTE HOMES, INC.
	By:	/s/ STEVEN M. COOK
		Steven M. Cook
		Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President, Chief Executive Officer and Director (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ ROGER A. CREGG		Senior Vice President and Chief Financial Officer (Principal Financial Officer)


Roger A. Cregg

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)

Vincent J. Frees

II-43

SIGNATURES


	PC/BRE WINFIELD L.L.C. By: PC/BRE VENTURE L.L.C. By: PB VENTURE L.L.C. By: PULTE HOMES, INC.
	By:	/s/ STEVEN M. COOK
		Steven M. Cook
		Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

/s/ RICHARD J. DUGAS, JR.		President, Chief Executive Officer and Director (Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ ROGER A. CREGG		Senior Vice President and Chief Financial Officer (Principal Financial Officer)


Roger A. Cregg

/s/ VINCENT J. FREES		Vice President and Controller (Principal Accounting Officer)


Vincent J. Frees

II-44

SIGNATURES


	PH1 CORPORATION
	By:	/s/ STEVEN M. COOK
		Steven M. Cook
		Vice President, General Counsel and Secretary

Each of the undersigned officers and directors of PH1 Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		Chief Executive Office and President
/s/ RICHARD J. DUGAS, JR.		(Principal Executive Officer)


Richard J. Dugas, Jr.

		Treasurer
/s/ ROGER A CREGG		(Principal Financial and Accounting Officer)


Roger A. Cregg

		Vice President, General Counsel,
/s/ STEVEN M. COOK		Secretary and Director


Steven M. Cook

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

II-45

SIGNATURES


	PH2 CORPORATION
	By:	/s/ STEVEN M. COOK
		Steven M. Cook
		Vice President, General Counsel and Secretary

Each of the undersigned officers and directors of PH2 Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		Chief Executive Office and President
/s/ RICHARD J. DUGAS, JR.		(Principal Executive Officer)


Richard J. Dugas, Jr.

		Treasurer
/s/ ROGER A CREGG		(Principal Financial and Accounting Officer)


Roger A. Cregg

		Vice President, General Counsel,
/s/ STEVEN M. COOK		Secretary and Director


Steven M. Cook

/s/ GREGORY M. NELSON		Assistant Secretary and Director


Gregory M. Nelson

II-46

SIGNATURES


	PH3 CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of PH3 Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ GREGORY M. NELSON		(Principal Executive Officer)


Gregory M. Nelson

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

		Vice President and Controller
/s/ VINCENT J. FREES		(Principal Financial and Accounting Officer)


Vincent J. Frees

II-47

SIGNATURES


	PH4 CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of PH4 Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ GREGORY M. NELSON		(Principal Executive Officer)


Gregory M. Nelson

/s/ STEVEN M. COOK		Vice President, General Counsel and Director


Steven M. Cook

		Vice President and Controller
/s/ VINCENT J. FREES		(Principal Financial and Accounting Officer)


Vincent J. Frees

II-48

SIGNATURES


	PHT BUILDING MATERIALS LIMITED PARTNERSHIP By: PHT OPERATING COMPANY LLC Its: General Partner
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of PHT Operating Company LLC does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President
/s/ GREGORY M. NELSON		(Principal Executive Officer)


Gregory M. Nelson

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

		Vice President, Controller and Manager
/s/ VINCENT J. FREES		(Principal Accounting Officer)


Vincent J. Frees

/s/ DANIEL WALSH		Manager


Daniel Walsh

II-49

SIGNATURES


	PN I, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President
/s/ GREGORY M. NELSON		(Principal Executive Officer)


Gregory M. Nelson

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

		Vice President, Controller and Director
/s/ VINCENT J. FREES		(Principal Accounting Officer)


Vincent J. Frees

/s/ HOWARD D. SMITH		Director


Harmon D. Smith

II-50

SIGNATURES


	PN II, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of PN II, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ MATTHEW W. KOART		(Principal Executive Officer)


Matthew W. Koart

/s/ GREGORY M. NELSON		Vice President and Director


Gregory M. Nelson

		Vice President and Assistant Secretary
/s/ VINCENT J. FREES		(Principal Accounting Officer)


Vincent J. Frees

		Vice President and Treasurer
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

/s/ ROGER A. CREGG		Director


Roger A. Cregg

/s/ RICHARD J. DUGAS, JR.		Director


Richard J. Dugas, Jr.

/s/ DANIEL WALSH		Director


Daniel Walsh

II-51

SIGNATURES


	PULTE BUILDING SYSTEMS HOLDING COMPANY L.L.C.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Pulte Building Systems Holding Company L.L.C. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President
/s/ ALAN E. LAING		(Principal Executive Officer)


Alan E. Laing

		Vice President
/s/ VINCENT J. FREES		(Principal Accounting Officer)


Vincent J. Frees

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

/s/ RICHARD J. DUGAS, JR.		Manager


Richard J. Dugas, Jr.

/s/ GREGORY M. NELSON		Vice President and Manager


Gregory M. Nelson

II-52

SIGNATURES


	PULTE COMMUNITIES NJ, LIMITED PARTNERSHIP By: PRESERVE I, INC. Its: General Partner
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Preserve I, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President, Chief Financial Officer and Director
/s/ VINCENT J. FREES		(Principal Executive and Accounting Officer)


Vincent J. Frees

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

II-53

SIGNATURES


	PULTE DEVELOPMENT CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Pulte Development Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ JOHN J. CHADWICK		(Principal Executive Officer)


John J. Chadwick

/s/ VINCENT J. FREES		Vice President, Controller Chief Financial Officer and Director (Principal Financial and Accounting Officer)


Vincent J. Frees

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

II-54

SIGNATURES


	PULTE HOME CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Pulte Home Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President Chief Executive Officer and Director
/s/ RICHARD J. DUGAS, JR.		(Principal Executive Officer)


Richard J. Dugas, Jr.

		Vice President, General Counsel,
/s/ STEVEN M. COOK		Secretary and Director


Steven M. Cook

		Vice President, Controller and Director
/s/ VINCENT J. FREES		(Principal Financial and Accounting Officer)


Vincent J. Frees

II-55

SIGNATURES


	PULTE HOME CORPORATION OF THE DELAWARE VALLEY
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Pulte Home Corporation of the Delaware Valley does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President
/s/ WILLIAM E. REISER, JR.		(Principal Executive Officer)


William E. Reiser, Jr.

		Vice President of Finance
/s/ VINCENT J. FREES		(Principal Accounting Officer)


Vincent J. Frees

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

/s/ RICHARD D. DIBELLA		Director


Richard D. Dibella

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

II-56

SIGNATURES


	PULTE HOMES OF GREATER KANSAS CITY, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Pulte Homes of Greater Kansas City, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President
/s/ TODD LIPSCHUTZ		(Principal Executive Officer)


Todd Lipschutz

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

/s/ RICHARD J. DUGAS, JR.		Director


Richard J. Dugas, Jr.

		Vice President
/s/ VINCENT J. FREES		(Principal Accounting Officer)

Vincent J. Frees

		Vice President, Assistant Secretary and Treasurer
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

II-57

SIGNATURES


	PULTE HOMES OF MICHIGAN LLC
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and managers of Pulte Homes of Michigan LLC does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Manager
/s/ STEVEN F. ATCHISON		(Principal Executive Officer)


Steven F. Atchison

		Vice President, Secretary and Manager
/s/ STEVEN M. COOK		(Principal Accounting Officer)


Steven M. Cook

/s/ WILLIAM J. PULTE		Manager


William J. Pulte

/s/ PETER J. KEANE		Manager


Peter J. Keane

		Vice President-Finance and Treasurer
/s/ STEPHEN V. TEODECKI		(Principal Accounting and Financial Officer)


Stephen V. Teodecki

II-58

SIGNATURES


	PULTE HOMES OF MICHIGAN I LIMITED PARTNERSHIP
	By:	PULTE MICHIGAN HOLDINGS CORPORATION
	Its:	General Partner
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Pulte Michigan Holdings Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ STEVEN F. ATCHISON		(Principal Executive Officer)


Steven F. Atchison

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

		Vice President-Finance and Treasurer
/s/ STEPHEN V. TEODECKI		(Principal Accounting and Financial Officer)


Stephen V. Teodecki

II-59

SIGNATURES


	PULTE HOMES OF MINNESOTA CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Pulte Homes of Minnesota Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President, Chief Executive Officer and Director
/s/ KEITH TOMLINSON		(Principal Executive Officer)


Keith Tomlinson

		Vice President, Chief Financial Officer and Director
/s/ VINCENT J. FREES		(Principal Financial and Accounting Officer)


Vincent J. Frees

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

II-60

SIGNATURES


	PULTE HOMES OF NEW ENGLAND LLC
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and managers of Pulte Homes of New England LLC does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Manager
/s/ JAMES R. MCCABE		(Principal Executive Officer)


James R. McCabe

/s/ MARK ENTENMAN		Manager


Mark Entenman

		Chief Financial Officer, Vice President and Controller
/s/ VINCENT J. FREES		(Principal Financial and Accounting Officer)


Vincent J. Frees

/s/ JOHN EVANS		Manager


John Evans

/s/ BRIAN LUPIEN		Manager


Brian Lupien

II-61

SIGNATURES


	PULTE HOMES OF NEW MEXICO, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Pulte Homes of New Mexico, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ RICHARD J. DUGAS, JR.		(Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

/s/ GREGORY M. NELSON		Vice President and Director


Gregory M. Nelson

/s/ VINCENT J. FREES		Vice President, Controller, and Chief Financial Officer (Principal Financial and Accounting Officer)


Vincent J. Frees

II-62

SIGNATURES


	PULTE HOMES OF NEW YORK, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Pulte Homes of New York, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ MICHAEL L. DISLER		(Principal Executive Officer)


Michael L. Disler

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

		Vice President
/s/ VINCENT J. FREES		(Principal Accounting Officer


Vincent J. Frees

II-63

SIGNATURES


	PULTE HOMES OF NJ, LIMITED PARTNERSHIP
	By:	PULTE HOME CORPORATION OF THE DELAWARE VALLEY
	Its:	General Partner
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President
/s/ WILLIAM E. REISER, JR.		(Principal Executive Officer)


William E. Reiser, Jr.

		Vice President of Finance
/s/ VINCENT J. FREES		(Principal Accounting Officer)


Vincent J. Frees

/s/ STEVEN M. COOK		Vice President and Director


Steven M. Cook

/s/ RICHARD D. DIBELLA		Director


Richard D. DiBella

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

II-64

SIGNATURES


	PULTE HOMES OF OHIO LLC
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and managers of Pulte Homes of Ohio LLC does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Manager
/s/ SCOTT E. WITHINGTON		(Principal Executive Officer)


Scott E. Withington

		Vice President of Finance
/s/ STEVEN M. COOK		(Principal Accounting Officer)


Steven M. Cook

/s/ PETER J. KEANE		Manager


Peter J. Keane

		Vice President-Finance, Treasurer and Assistant Secretary
/s/ STEPHEN V. TEODECKI		(Principal Financial and Accounting Officer)


Stephen V. Teodecki

II-65

SIGNATURES


	PULTE HOMES OF PA LIMITED PARTNERSHIP
	By:	PULTE HOME CORPORATION OF THE DELAWARE VALLEY
	Its:	General Partner
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President
/s/ WILLIAM E. REISER, JR.		(Principal Executive Officer)


William E. Reiser, Jr.

		Vice President of Finance
/s/ VINCENT J. FREES		(Principal Accounting Officer)


Vincent J. Frees

/s/ STEVEN M. COOK		Vice President, Assistant Secretary and Director


Steven M. Cook

/s/ RICHARD D. DIBELLA		Director


Richard D. DiBella

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE ROBINSON		(Principal Financial Officer)


Bruce Robinson

II-66

SIGNATURES


	PULTE HOMES OF TEXAS, L.P.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President
/s/ GREGORY M. NELSON		(Principal Executive Officer)


Gregory M. Nelson

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

		Vice President, Controller and Director
/s/ VINCENT J. FREES		(Principal Accounting Officer)


Vincent J. Frees

II-67

SIGNATURES


	PULTE HOMES OF TENNESSEE LIMITED PARTNERSHIP By: RADNOR HOMES, INC. Its: General Partner
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Radnor Homes, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ GREGORY R. DURICZ		(Principal Executive Officer)


Gregory R. Duricz

/s/ STEVEN M. COOK		Vice President , Secretary and Director


Steven M. Cook

/s/ ROBERT A . CREGG		Director


Roger A. Cregg

/s/ RICHARD J. DUGAS, JR.		Director


Richard J. Dugas, Jr.

		Vice President and Treasurer
/s/ BRUCE E. ROBINSON		(Principal Financial and Accounting Officer)


Bruce E. Robinson

II-68

SIGNATURES


	PULTE LAND COMPANY, LLC
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and managers of Pulte Land Company, LLC does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Manager
/s/ STEVEN F. ATCHISON		(Principal Executive Officer)


Steven F. Atchison

/s/ STEVEN M. COOK		Vice President, Secretary and Manager


Steven M. Cook

/s/ STEPHEN V. TEODECKI		Vice President and Manager


Stephen V. Teodecki

		Vice President Controller
/s/ VINCENT J. FREES		(Principal Accounting Officer)


Vincent J. Frees

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

II-69

SIGNATURES


	PULTE LAND DEVELOPMENT CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Pulte Land Development Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ STEVEN F. ATCHISON		(Principal Executive Officer)


Steven F. Atchison

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

		Vice President and Controller
/s/ VINCENT J. FREES		(Principal Accounting Officer)


Vincent J. Frees

II-70

SIGNATURES


	PULTE LIFESTYLE COMMUNITIES, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Pulte Lifestyle Communities, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ MICHAEL L. DISLER		(Principal Executive Officer)


Michael L. Disler

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

		Vice President
/s/ VINCENT J. FREES		(Principal Accounting Officer)


Vincent J. Frees

II-71

SIGNATURES


	PULTE MICHIGAN HOLDINGS CORPORATION By: PULTE HOMES, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ STEVEN F. ATCHISON		(Principal Executive Officer)


Steven F. Atchison

		Vice President of Finance and Treasurer
/s/ STEPHEN F. TEODECKI		(Principal Financial and Accounting Officer)


Stephen F. Teodecki

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

II-72

SIGNATURES


	PULTE MICHIGAN SERVICES, LLC By: PULTE HOMES, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President, Chief Executive Officer and Director
/s/ RICHARD J. DUGAS, JR.		(Principal Executive Officer)


Richard J. Dugas, Jr.

		Executive Vice President and Chief Financial Officer
/s/ ROGER A. CREGG		(Principal Financial Officer)


Roger A. Cregg

		Vice President and Controller
/s/ VINCENT J. FREES		(Principal Accounting Officer)


Vincent J. Frees

II-73

SIGNATURES


	PULTE PAYROLL CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Pulte Payroll Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President
/s/ RICHARD J. DUGAS, JR.		(Principal Executive Officer)


Richard J. Dugas, Jr.

		Vice President of Finance and Controller
/s/ VINCENT J. FREES		(Principal Financial and Accounting Officer)


Vincent J. Frees

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

II-74

SIGNATURES


	PULTE REALTY CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Pulte Realty Corporation does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President
/s/ RICHARD J. DUGAS, JR.		(Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

		General Counsel, Vice President,
/s/ STEVEN M. COOK		Secretary and Director


Steven M. Cook

		Vice President and Controller
/s/ VINCENT J. FREES		(Principal Accounting and Financial Officer)


Vincent J. Frees

II-75

SIGNATURES


	RADNOR HOMES, INC
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ GREGORY R. DURICZ		(Principal Executive Officer)


Gregory R. Duricz

		Vice President and Treasurer
/s/ BRUCE E. ROBINSON		(Principal Financial and Accounting Officer)


Bruce E. Robinson

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

/s/ RICHARD J. DUGAS, JR.		Director


Richard J. Dugas, Jr.

/s/ ROGER A CREGG		Director


Roger A. Cregg

II-76

SIGNATURES


	RIVERWALK OF THE PALM BEACHES DEVELOPMENT COMPANY, INC.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President and Treasurer

Each of the undersigned officers and directors of RiverWalk of the Palm Beaches Development Company, Inc. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ DAVID A. KOON		(Principal Executive Officer)


David A. Koon

		Vice President and Director
/s/ CHRISTOPHER P. SCHMITZ		(Principal Accounting Officer)


Christopher P. Schmitz

		Vice President and Treasurer
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

II-77

SIGNATURES


	RN ACQUISITION 2 CORP.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President and Treasurer

Each of the undersigned officers and directors of RN Acquisition 2 Corp. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ GREGORY R. DURICZ		(Principal Executive Officer)


Gregory R. Duricz

		Vice President and Treasurer
/s/ BRUCE E. ROBINSON		(Principal Financial and Accounting Officer)


Bruce E. Robinson

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

/s/ RICHARD J. DUGAS, JR.		Director


Richard J. Dugas, Jr.

II-78

SIGNATURES


	TERRAVITA CORP.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Terravita Corp. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President
/s/ RICHARD J. DUGAS, JR.		(Principal Executive Officer)


Richard J. Dugas, Jr.

/s/ GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

		Vice President, General Counsel,
/s/ STEVEN M. COOK		Secretary and Director


Steven M. Cook

		Vice President and Controller
/s/ VINCENT J. FREES		(Principal Accounting Officer)


Vincent J. Frees

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

II-79

SIGNATURES


	TERRAVITA HOME CONSTRUCTION CO.
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Each of the undersigned officers and directors of Terravita Home Construction Co. does hereby severally constitute and appoint Roger A. Cregg, Bruce E. Robinson and Steven M. Cook, and each of them acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President
/s/ RICHARD J. DUGAS, JR.		(Principal Executive Officer)


Richard J. Dugas, Jr.

GREGORY M. NELSON		Vice President, Assistant Secretary and Director


Gregory M. Nelson

		Senior Vice President, General Counsel,
/s/ STEVEN M. COOK		Secretary and Director


Steven M. Cook

		Vice President and Controller
/s/ VINCENT J. FREES		(Principal Accounting Officer)


Vincent J. Frees

		Vice President and Treasurer
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

II-80

SIGNATURES


	WIL CORPORATION
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President, Chief Financial Officer, Controller and Director
/s/ VINCENT J. FREES		(Principal Executive and Accounting Officer)


Vincent J. Frees

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

II-81

SIGNATURES


	WILBEN LLLP By: PBW CORPORATION Its: General Partner
	By:	/s/ BRUCE E. ROBINSON
		Bruce E. Robinson
		Vice President, Treasurer and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 8, 2006 by the following persons in the capacities indicated.


Signature		Title

		President and Director
/s/ RICHARD D. DIBELLA		(Principal Executive Officer)


Richard D. DiBella

/s/ STEVEN M. COOK		Vice President, Secretary and Director


Steven M. Cook

		Vice President, Treasurer and Assistant Secretary
/s/ BRUCE E. ROBINSON		(Principal Financial Officer)


Bruce E. Robinson

		Vice President, Chief Financial Officer and Controller
/s/ VINCENT J. FEES		(Principal Accounting Officer)


Vincent J. Frees

II-82

EXHIBIT INDEX


Exhibit Number		Description
(2) and (10)	(a)	Plan and Agreement of merger dated as of April 30, 2001, among Del Webb Corporation, Pulte Corporation and Pulte Acquisition Corporation. (Incorporated by reference to Exhibit 2.1 to our Registration Statement on Form S-4, Registration No. 333-62518.)

(3)	(a)	Articles of Incorporation, as amended, of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-4, Registration No. 333-62518.)

	(b)	Certificate of Amendment to the Articles of Incorporation of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3(a) to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.)

	(c)	By-laws, as amended, of Pulte Homes, Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated September 15, 2004.)

(4)	(a)	Senior Note Indenture dated as of October 24, 1995 among Pulte Homes, Inc. (formerly known as Pulte Corporation), certain of its subsidiaries, as Guarantors, and J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), covering Pulte Corporation’s 7.3% unsecured senior notes due 2005 ($125,000,000 aggregate principal amount outstanding) and 7.625% unsecured senior notes due 2017 ($150,000,000 aggregate principal amount outstanding). (Incorporated by reference to Exhibit (c)1 to our Current Report on Form 8-K dated October 20, 1995.)

	(b)	Indenture Supplement dated as of August 27, 1997 among Pulte Homes, Inc. (formerly known as Pulte Corporation), J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated October 6, 1997.)

	(c)	Indenture Supplement dated as of March 20, 1998 among Pulte Homes, Inc. (formerly known as Pulte Corporation), J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 24, 1998.)

	(d)	Indenture Supplement dated January 31, 1999 among Pulte Homes, Inc. (formerly known as Pulte Corporation), J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 3, 1999.)

	(e)	Indenture Supplement dated February 21, 2001, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4(j) to our Annual Report on Form 10-K for the year ended December 31, 2003.)

	(f)	Indenture Supplement dated August 6, 2001, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4.8 to our Registration Statement on Form S-4, Registration No. 333-70786.)

	(g)	Indenture Supplement dated June 12, 2002, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4(m) to our Annual Report on Form 10-K for the year ended December 31, 2003.)

	(h)	Indenture Supplement dated February 3, 2003, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4(n) to our Annual Report on Form 10-K for the year ended December 31, 2003.)

	(i)	Indenture Supplement dated May 23, 2003, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4(o) to our Annual Report on Form 10-K for the year ended December 31, 2003.)

	(j)	Indenture Supplement dated January 16, 2004, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4(p) to our Annual Report on Form 10-K for the year ended December 31, 2003.)

	(k)	Indenture Supplement dated July 9, 2004, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company,


Exhibit Number		Description
		National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4(n) to our Annual Report on Form 10-K for the year ended December 31, 2004.)

	(l)	Indenture Supplement dated February 10, 200 5, among Pulte Homes, Inc., J.P. Morgan Trust Company, National Association (as successor Trustee to Bank One Trust Company, National Association, which was successor Trustee to The First National Bank of Chicago), and certain subsidiaries of Pulte Homes, Inc. (Incorporated by reference to Exhibit 4(o) to our Annual Report on Form 10-K for the year ended December 31, 2004.)

	(m) **	Form of Subordinated Indenture.

	(n)	Form of Pulte Homes, Inc. Subsidiary Guarantor Guarantee Agreement. (Incorporated by reference to Exhibit 4(x) to our Registration Statement on Form S-3, Registration No. 333-109029.)

(5)	(a)**	Opinion of Sidley Austin LLP.

(12)	(a)**	Computation of Ratio of Earnings to Fixed Charges .

(23)	(a)	Consent of Sidley Austin LLP (included in Exhibit 5(a) hereto).

(23)	(b)**	Consent of Ernst & Young LLP.

(24)	(a)	Power of Attorney (included in Pulte Homes, Inc. Signature page hereto)

(25)	(a)**	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of J.P. Morgan Trust Company, National Association under the Senior Note Indenture.


*		Pulte will file as an exhibit to a Current Report on Form 8-K (i) any underwriting agreement, including any remarketing agreement, relating to securities offered hereby, (ii) the instruments setting forth the terms of any debt securities, common shares, warrants, preferred shares, depositary shares, stock purchase contracts or stock purchase units and (iii) any required opinion of counsel to Pulte as to certain tax matters relative to the securities offered hereby.

**		Filed herewith

***		To be filed either by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.

EX-4.(M) 2 k05033exv4wxmy.txt INDENTURE SUPPLEMENT DATED AS OF AUGUST 27, 1997 EXHIBIT 4(M) ================================================================================ PULTE HOMES, INC., Issuer to __________________, Trustee ---------- INDENTURE ---------- Dated as of __________ Subordinated Debt Securities ================================================================================ Reconciliation and tie between Trust Indenture Act of 1939 (the "Trust Indenture Act") and Indenture
Trust Indenture Indenture Act Section Section - --------------- --------- Section 310(a)(1)................................................... 607 (a)(2)................................................... 607 (b)...................................................... 608 Section 312(a)...................................................... 701 (b)...................................................... 702 (c)...................................................... 702 Section 313(a)...................................................... 703 (b)(2)................................................... 703 (c)...................................................... 703 (d)...................................................... 703 Section 314(a)...................................................... 704 (c)(1)................................................... 102 (c)(2)................................................... 102 (e)...................................................... 102 (f)...................................................... 102 Section 316(a)(last sentence)....................................... 101 (a)(1)(A)................................................ 502, 512 (a)(1)(B)................................................ 513 (b)...................................................... 508 Section 317(a)(1)................................................... 503 (a)(2)................................................... 504 (b)...................................................... 1003 Section 318(a)...................................................... 108
- ---------- Note: This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture. i TABLE OF CONTENTS
Page ---- ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions................................................ 2 Section 102. Compliance Certificates and Opinions....................... 12 Section 103. Form of Documents Delivered to Trustee..................... 12 Section 104. Acts of Holders............................................ 12 Section 105. Notices, etc. to Trustee and Company....................... 14 Section 106. Notice to Holders of Securities; Waiver.................... 14 Section 107. Language of Notices........................................ 15 Section 108. Conflict with Trust Indenture Act.......................... 16 Section 109. Effect of Headings and Table of Contents................... 16 Section 110. Successors and Assigns..................................... 16 Section 111. Separability Clause........................................ 16 Section 112. Benefits of Indenture...................................... 16 Section 113. Governing Law.............................................. 16 Section 114. Legal Holidays............................................. 16 Section 115. Counterparts............................................... 17 Section 116. Judgment Currency.......................................... 17 Section 117. Extension of Payment Dates................................. 17 Section 118. Immunity of Stockholders, Directors, Officers and Agents of the Company............................................. 17 ARTICLE TWO SECURITIES FORMS Section 201. Forms Generally............................................ 18 Section 202. Form of Trustee's Certificate of Authentication............ 18 Section 203. Securities in Global Form.................................. 19 ARTICLE THREE THE SECURITIES Section 301. Amount Unlimited; Issuable in Series....................... 20 Section 302. Currency; Denominations.................................... 24 Section 303. Execution, Authentication, Delivery and Dating............. 25 Section 304. Temporary Securities....................................... 26
i Section 305. Registration, Transfer and Exchange........................ 27 Section 306. Mutilated, Destroyed, Lost and Stolen Securities........... 31 Section 307. Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved.................................................. 32 Section 308. Persons Deemed Owners...................................... 33 Section 309. Cancellation............................................... 34 Section 310. Computation of Interest.................................... 34 ARTICLE FOUR SATISFACTION AND DISCHARGE OF INDENTURE Section 401. Satisfaction and Discharge................................. 35 Section 402. Defeasance and Covenant Defeasance......................... 36 Section 403. Application of Trust Money................................. 41 Section 404. Reinstatement.............................................. 41 Section 405. Effect on Subordination Provisions......................... 42 ARTICLE FIVE REMEDIES Section 501. Events of Default.......................................... 42 Section 502. Acceleration of Maturity; Rescission and Annulment......... 44 Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee................................................. 46 Section 504. Trustee May File Proofs of Claim........................... 47 Section 505. Trustee May Enforce Claims without Possession of Securities or Coupons...................................... 48 Section 506. Application of Money Collected............................. 48 Section 507. Limitations on Suits....................................... 48 Section 508. Unconditional Right of Holders to Receive Principal and any Premium, Interest and Additional Amounts............... 49 Section 509. Restoration of Rights and Remedies......................... 49 Section 510. Rights and Remedies Cumulative............................. 50 Section 511. Delay or Omission Not Waiver............................... 50 Section 512. Control by Holders of Securities........................... 50 Section 513. Waiver of Past Defaults.................................... 50 Section 514. Waiver of Usury, Stay or Extension Laws.................... 51 Section 515. Undertaking for Costs...................................... 51 ARTICLE SIX THE TRUSTEE Section 601. Certain Rights of Trustee.................................. 52

ii Section 602. Notice of Defaults......................................... 53 Section 603. Not Responsible for Recitals or Issuance of Securities..... 53 Section 604. May Hold Securities........................................ 53 Section 605. Money Held in Trust........................................ 54 Section 606. Compensation and Reimbursement............................. 54 Section 607. Corporate Trustee Required; Eligibility.................... 55 Section 608. Resignation and Removal; Appointment of Successor.......... 55 Section 609. Acceptance of Appointment by Successor..................... 56 Section 610. Merger, Conversion, Consolidation or Succession to Business................................................... 58 Section 611. Appointment of Authenticating Agent........................ 58 ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY Section 701. Company to Furnish Trustee Names and Addresses of Holders.................................................... 60 Section 702. Preservation of Information; Communications to Holders..... 60 Section 703. Reports by Trustee......................................... 61 Section 704. Reports by Company......................................... 61 ARTICLE EIGHT CONSOLIDATION, MERGER AND SALES Section 801. Company May Consolidate, Etc., Only on Certain Terms....... 62 Section 802. Successor Person Substituted for Company................... 63 ARTICLE NINE SUPPLEMENTAL INDENTURES Section 901. Supplemental Indentures without Consent of Holders......... 63 Section 902. Supplemental Indentures with Consent of Holders............ 65 Section 903. Execution of Supplemental Indentures....................... 66 Section 904. Effect of Supplemental Indentures.......................... 66 Section 905. Reference in Securities to Supplemental Indentures......... 67 Section 906. Effect on Senior Indebtedness.............................. 67 Section 907. Conformity with Trust Indenture Act........................ 67 ARTICLE TEN COVENANTS Section 1001. Payment of Principal, Premium, Interest and Additional Amounts.................................................... 67

iii Section 1002. Maintenance of Office or Agency............................ 67 Section 1003. Money for Securities Payments to Be Held in Trust.......... 69 Section 1004. Additional Amounts......................................... 70 Section 1005. Corporate Existence........................................ 71 Section 1006. Maintenance of Properties.................................. 71 Section 1007. Payment of Taxes and Other Claims.......................... 72 Section 1008. Waiver of Certain Covenants................................ 72 Section 1009. Company Statement as to Compliance......................... 72 ARTICLE ELEVEN REDEMPTION OF SECURITIES Section 1101. Applicability of Article................................... 72 Section 1102. Election to Redeem; Notice to Trustee...................... 73 Section 1103. Selection by Trustee of Securities to be Redeemed.......... 73 Section 1104. Notice of Redemption....................................... 74 Section 1105. Deposit of Redemption Price................................ 75 Section 1106. Securities Payable on Redemption Date...................... 76 Section 1107. Securities Redeemed in Part................................ 77 ARTICLE TWELVE SINKING FUNDS Section 1201. Applicability of Article................................... 77 Section 1202. Satisfaction of Sinking Fund Payments with Securities...... 77 Section 1203. Redemption of Securities for Sinking Fund.................. 78 ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS Section 1301. Applicability of Article................................... 78 ARTICLE FOURTEEN SECURITIES IN FOREIGN CURRENCIES Section 1401. Applicability of Article................................... 79

iv ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES Section 1501. Purposes for Which Meetings May Be Called.................. 79 Section 1502. Call, Notice and Place of Meetings......................... 80 Section 1503. Persons Entitled to Vote at Meetings....................... 80 Section 1504. Quorum; Action............................................. 80 Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings................................................ 81 Section 1506. Counting Votes and Recording Action of Meetings............ 82 ARTICLE SIXTEEN SUBORDINATION OF SECURITIES Section 1601. Agreement to Subordinate................................... 83

v INDENTURE, dated as of ______, ______ (the "Indenture"), between Pulte Homes, Inc., a corporation duly organized and existing under the laws of the State of Michigan (hereinafter called the "Company"), having its principal executive office located at 100 Bloomfield Hills Parkway, Suite 300, Bloomfield Hills, Michigan 48304, and ______, a banking association duly organized and existing under the laws of ______ (hereinafter called the "Trustee"). RECITALS The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its subordinated unsecured debentures, notes or other evidences of indebtedness (hereinafter called the "Securities"), unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series, to have such relative rankings in priority of payment, and to have such other provisions as shall be fixed as hereinafter provided. The Company has duly authorized the execution and delivery of this Indenture. All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder that are required to be part of this Indenture and, to the extent applicable, shall be governed by such provisions. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities by the Holders (as herein defined) thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof and any Coupons (as herein defined) as follows: 1 ARTICLE ONE. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions. Except as otherwise expressly provided in or pursuant to this Indenture or unless the context otherwise requires, for all purposes of this Indenture: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the Trust Indenture Act either directly or by reference therein, have the meanings assigned to them therein; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; (4) the words "herein", "hereof", "hereto" 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; (5) the word "or" is always used inclusively (for example, the phrase "A or B" means "A or B or both", not "either A or B but not both"); (6) provisions apply to successive events and transactions; (7) the term "merger" includes a statutory share exchange and the terms "merge" and "merged" have correlative meanings; (8) the masculine gender includes the feminine and the neuter; and (9) references to agreements and other instruments include subsequent amendments and supplements thereto. Certain terms used principally in certain Articles hereof are defined in those Articles. "Act", when used with respect to any Holders, has the meaning specified in Section 104. "Additional Amounts" means any additional amounts which are required by this Indenture or by any Security, or by the terms of any Security established pursuant to Section 301, under circumstances specified herein or therein, to be paid by the Company in respect of certain taxes, duties, levies, imposts, assessments or other governmental charges imposed on Holders specified herein or therein. "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such 2 specified Person. For the purposes of this definition, "control", when used with respect to any specified Person means the power to direct 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. "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 611 to act on behalf of the Trustee to authenticate Securities of one or more series. "Authorized Newspaper" means a newspaper, in an official language of the place of publication or in the English language, customarily published on each day that is a Business Day in the place of publication, whether or not published on days that are not Business Days in the place of publication, and of general circulation in each place in connection with which the term is used or in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same place meeting the foregoing requirements and in each case on any day that is a Business Day in the place of publication. "Bearer Security" means any Security in the form established pursuant to Section 201 which is payable to bearer. "Board of Directors" means the board of directors of the Company or any committee of that board duly authorized to act generally or in any particular respect for the Company hereunder. The term "board of directors" means the board of directors of the Company and does not include committees of the board of directors. "Board Resolution" means a copy of one or more resolutions, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, delivered to the Trustee. "Business Day" means, unless otherwise specified with respect to the Securities of any series pursuant to Section 301, any day other than a Saturday, Sunday or other day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close; provided that such term shall mean, when used with respect to any payment of principal of, or premium or interest, if any, on, or Additional Amounts with respect to, the Securities of any series to be made at any Place of Payment for such Securities, unless otherwise specified pursuant to Section 301 with respect to such Securities, any day other than a Saturday, Sunday or other day on which banking institutions in such Place of Payment are authorized or obligated by law, regulation or executive order to close. "Capitalized Lease Obligation" means any obligation under any capital lease or real or personal property that, in accordance with GAAP, has been recorded as a capitalized lease obligation. "Capital Stock" means with respect to any Person, any and all shares, interests, participations, rights or other equivalents (however designated) in the equity of such Person (including, without limitation, (i) with respect to a corporation, common stock, preferred stock and any other capital stock, (ii) with respect to a partnership, partnership interests (whether 3 general or limited), and (iii) with respect to a limited liability company, limited liability company interests). "Commission" means the Securities and Exchange Commission, as from time to time constituted, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Common Stock" includes any stock of any class of the Company which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which is not subject to redemption by the Company. "Company" means the Person named as the "Company" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Company" shall mean such successor Person and any other obligor upon the Securities. "Company Request" and "Company Order" mean, respectively, a written request or order, as the case may be, signed in the name of the Company by the Chairman, the Chief Executive Officer, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. "Conversion Event" means the cessation of use of (i) a Foreign Currency both by the government of the country or the confederation which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community or (ii) any currency unit or composite currency for the purposes for which it was established. "Corporate Trust Office" means [either (A)] the principal corporate trust office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of this Indenture is located at ______, Attention: ______ or (B) for purposes of Section 1002, "Corporate Trust Office" means the principal corporate trust office of the Trustee in the Borough of Manhattan, The City of New York at which at any particular time its corporate trust business shall be administered in The City of New York, which office at the date of this Indenture is located at ______, Attention: ______. "Corporation" includes corporations, partnerships, associations, limited liability companies and other companies, and business trusts. The term "corporation" means a corporation and does not include partnerships, associations, limited liability companies or other companies or business trusts. "Coupon" means any interest coupon appertaining to a Bearer Security. "Currency", with respect to any payment, deposit or other transfer in respect of the principal of or any premium or interest on or any Additional Amounts with respect to any Security, means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other transfer is required to be made by or pursuant to the terms hereof or such 4 Security and, with respect to any other payment, deposit or transfer pursuant to or contemplated by the terms hereof or such Security, means Dollars. "CUSIP number" means the alphanumeric designation assigned to a Security by Standard & Poor's CUSIP Service Bureau. "Defaulted Interest" has the meaning specified in Section 307. "Depository" means, with respect to any Security issuable or issued in the form of one or more global Securities, the Person designated as depository by the Company in or pursuant to this Indenture, and, unless otherwise provided with respect to any Security, any successor to such Person. If at any time there is more than one such Person, "Depository" shall mean, with respect to any Securities, the depository which has been appointed with respect to such Securities. "Dollars" or "$" means a dollar or other equivalent unit of legal tender for payment of public or private debts in the United States of America. "Event of Default" has the meaning specified in Section 501. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor thereto, in each case as amended from time to time. "Foreign Currency" means any currency, currency unit or composite currency issued by the government of one or more countries other than the United States of America or by any recognized confederation or association of such government. "GAAP" and "generally accepted accounting principles" mean, unless otherwise specified with respect to any series of Securities pursuant to Section 301, such accounting principles as are generally accepted in the United States of America as of the date or time of any computation required hereunder. "Government Obligations" means securities which are (i) direct obligations of the United States of America or the other government or governments in the confederation which issued the Foreign Currency in which the principal of or any premium or interest on the relevant Security or any Additional Amounts in respect thereof shall be payable, in each case where the payment or payments thereunder are supported by the full faith and credit of such government or governments or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such other government or governments, in each case where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government or governments, and which, in the case of (i) or (ii), are not callable or redeemable at the option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of or other amount with respect to any such Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in 5 respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to the Government Obligation evidenced by such depository receipt. "Holder", in the case of any Registered Security, means the Person in whose name such Security is registered in the Security Register and, in the case of any Bearer Security, means the bearer thereof and, in the case of any Coupon, means the bearer thereof. "Indebtedness" means (i) any liability of any Person (A) for borrowed money, or (B) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any businesses, properties or assets of any kind (other than a trade payable or a current liability arising in the ordinary course of business), or (C) for the payment of money relating to a Capitalized Lease Obligation or (D) for all Redeemable Capital Stock valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (ii) any liability of others described in the preceding clause (i) that such Person has guaranteed or that is otherwise its legal liability; (iii) all Indebtedness referred to in (but not excluded from) clauses (i) and (ii) above of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Security Interest upon or in property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; and (iv) any amendment, supplement, modification, deferral, renewal, extension or refunding or any liability of the types referred to in clauses (i), (ii) and (iii) above. "Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and, with respect to any Security, by the terms and provisions of such Security and any Coupon appertaining thereto established pursuant to Section 301 (as such terms and provisions may be amended pursuant to the applicable provisions hereof), provided, however, that, if at any time more than one Person is acting as Trustee under this instrument, "Indenture" shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of those particular series of Securities for which such Person is Trustee established pursuant to Section 301, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted. "Indexed Security" means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance. "interest", with respect to any Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. "Interest Payment Date", with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 6 "Judgment Currency" has the meaning specified in Section 116. "Maturity", with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as provided in or pursuant to this Indenture or such Security, whether at the Stated Maturity or by declaration of acceleration, upon redemption at the option of the Company, upon repurchase or repayment at the option of the Holder or otherwise, and includes a Redemption Date for such Security and a date fixed for the repurchase or repayment of such Security at the option of the Holder. "New York Banking Day" has the meaning specified in Section 116. "Non-Recourse Land Financing" means any Indebtedness of the Company or any Restricted Subsidiary for which the holder of such Indebtedness has no recourse, directly or indirectly, to the Company or such Restricted Subsidiary for the principal of, premium, if any, and interest on such Indebtedness, and for which the Company or such Restricted Subsidiary is not, directly or indirectly, obligated or otherwise liable for the principal of, premium, if any, and interest on such Indebtedness, except pursuant to mortgages, deeds of trust or other Security Interests or other recourse obligations or liabilities in respect of specific land or other real property interests of the Company or such Restricted Subsidiary; provided that recourse, obligations or liabilities of the Company or such Restricted Subsidiary solely for indemnities, covenants or breach of warranty, representation or covenant in respect of any Indebtedness will not prevent Indebtedness from being classified as Non-Recourse Land Financing. "Office" or "Agency", with respect to any Securities, means an office or agency of the Company maintained or designated in a Place of Payment for such Securities pursuant to Section 1002 or any other office or agency of the Company maintained or designated for such Securities pursuant to Section 1002 or, to the extent designated or required by Section 1002 in lieu of such office or agency, the Corporate Trust Office of the Trustee. "Officers' Certificate" means a certificate signed by the Chairman, the Chief Executive Officer, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, that complies with the requirements of Section 314(e) of the Trust Indenture Act and is delivered to the Trustee. "Opinion of Counsel" means a written opinion of counsel, who may be an employee of or counsel for the Company or other counsel who shall be reasonably acceptable to the Trustee, that, if required by the Trust Indenture Act, complies with the requirements of Section 314(e) of the Trust Indenture Act. "Original Issue Discount Security" means a Security issued pursuant to this Indenture which provides for an amount less than the principal face amount thereof to be due and payable upon declaration of acceleration pursuant to Section 502. "Outstanding", when used with respect to any Securities, means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except: 7 (a) any such Security theretofore cancelled by the Trustee or the Security Registrar or delivered to the Trustee or the Security Registrar for cancellation; (b) any such Security for whose payment at the Maturity thereof money in the necessary amount (or, to the extent that such Security is payable at such Maturity in shares of Common Stock or other securities or property, Common Stock or such other securities or property in the necessary amount, together with, if applicable, cash in lieu of fractional shares or securities) has been theretofore deposited pursuant hereto (other than pursuant to Section 402) with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities and any Coupons appertaining thereto, provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (c) any such Security with respect to which the Company has effected defeasance or covenant defeasance pursuant to Section 402, except to the extent provided in Section 402; (d) any such Security which has been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, unless there shall have been presented to the Trustee proof satisfactory to it that such Security is held by a bona fide purchaser in whose hands such Security is a valid obligation of the Company; and (e) any such Security converted or exchanged as contemplated by this Indenture into Common Stock or other securities or property, if the terms of such Security provide for such conversion or exchange pursuant to Section 301; provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination and that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that pursuant to the terms of such Original Issue Discount Security would be declared (or shall have been declared to be) due and payable upon a declaration of acceleration thereof pursuant to Section 502 at the time of such determination, and (ii) the principal amount of any Indexed Security that may be counted in making such determination and that shall be deemed Outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture, and (iii) the principal amount of a Security denominated in a Foreign Currency that may be counted in making such determination and that shall be deemed 8 Outstanding for such purposes shall be the Dollar equivalent, determined on the date of original issuance of such Security, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security, and (iv) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making any such determination or relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which shall have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee (A) the pledgee's right so to act with respect to such Securities and (B) that the pledgee is not the Company or any other obligor upon the Securities or any Coupons appertaining thereto or an Affiliate (other than a Trust) of the Company or such other obligor. "Paying Agent" means any Person authorized by the Company to pay the principal of, or any premium or interest on, or any Additional Amounts with respect to, any Security or any Coupon on behalf of the Company. "Person" and "person" mean any individual, Corporation, joint venture, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Place of Payment", with respect to any Security, means the place or places where the principal of, or any premium or interest on, or any Additional Amounts with respect to such Security are payable as provided in or pursuant to this Indenture or such Security. "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same indebtedness as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security or any Security to which a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to evidence the same indebtedness as the lost, destroyed, mutilated or stolen Security or the Security to which a mutilated, destroyed, lost or stolen Coupon appertains. "Redeemable Capital Stock" means any Capital Stock of the Company or any Subsidiary that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (i) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final Stated Maturity of the Securities or (ii) is redeemable at the Option of the holder thereof at any time prior to such final Stated Maturity or (iii) is convertible into or exchangeable for debt securities at any time prior to such final Stated Maturity. "Redemption Date", with respect to any Security or portion thereof to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture or such Security. 9 "Redemption Price", with respect to any Security or portion thereof to be redeemed, means the price at which it is to be redeemed as determined by or pursuant to this Indenture or such Security. "Registered Security" means any Security established pursuant to Section 201 which is registered in the Security Register. "Regular Record Date" for the interest payable on any Registered Security on any Interest Payment Date therefor means the date, if any, specified in or pursuant to this Indenture or such Security as the record date for the payment of such interest. "Required Currency" has the meaning specified in Section 116. "Responsible Officer" means any officer of the Trustee in its Corporate Trust Office and also means, with respect to a particular corporate trust matter, any other officer or employee of the Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject. "Restricted Subsidiary" means any Subsidiary of the Company as of the date of this Indenture and any successor to such Subsidiary, other than ______. "Securities Act" means the Securities Act of 1933, as amended, or any successor thereto, in each case as amended from time to time. "Security Interest" means any mortgage, pledge, lien, encumbrance or other security interest which secures payment or performance of an obligation. "Security" or "Securities" means any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, as the case may be, authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee under this Indenture, "Securities", with respect to any such Person, shall mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee. "Security Register" and "Security Registrar" have the respective meanings specified in Section 305. "Senior Indebtedness", when used with respect to the Securities of any series, shall have the meaning established pursuant to Section 301(25) with respect to the Securities of such series. "Significant Subsidiary" means any Subsidiary (i) whose revenues exceed 10% of the total revenues of the Company, in each case for the most recent fiscal year, or (ii) whose net worth exceeds 10% of the total stockholders' equity of the Company, in each case as of the end of the most recent fiscal year. "Special Record Date" for the payment of any Defaulted Interest on any Registered Security means a date fixed by the Trustee pursuant to Section 307. 10 "Stated Maturity", with respect to any Security or any installment of principal thereof or interest thereon or any Additional Amounts with respect thereto, means the date established by or pursuant to this Indenture or such Security as the fixed date on which the principal of such Security or such installment of principal or interest is, or such Additional Amounts are, due and payable. "Subordination Provisions", when used with respect to the Securities of any series, shall have the meaning established pursuant to Section 301(25) with respect to the Securities of such series. "Subsidiary" means (1) any corporation at least a majority of the total voting power of whose outstanding Voting Stock is owned, directly or indirectly, at the date of determination by the Company and/or one or more other Subsidiaries, and (2) any other Person in which the Company and/or one or more other Subsidiaries, directly or indirectly, at the date of determination, (x) own at least a majority of the outstanding ownership interests or (y) have the power to elect or direct the election of, or to appoint or approve the appointment of, at least a majority of the directors, trustees or managing members of, or other persons holding similar positions with, such Person. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, and any reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Act or provision, as the case may be, as amended or replaced from time to time or as supplemented from time to time by rules or regulations adopted by the Commission under or in furtherance of the purposes of such Act or provision, as the case may be. "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean each Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, "Trustee" shall mean each such Person and as used with respect to the Securities of any series shall mean the Trustee with respect to the Securities of such series. "United States", means the United States of America (including the states thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and the term "United States of America" means the United States of America. "United States Alien", except as otherwise provided in or pursuant to this Indenture or any Security, means any Person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust. "Vice President", when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "Vice President". 11 "Voting Stock" means, with respect to any Person, any class or series of Capital Stock of such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of, or to appoint or to approve the appointment of, the directors, trustees or managing members of, or other persons holding similar positions with, such Person. Section 102. Compliance Certificates and Opinions. Except as otherwise expressly provided in or pursuant to this Indenture, upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents or any of them is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Section 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the opinion with respect to the matters upon which his certificate or opinion is based is erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company, a governmental official or officers or any other Person or Persons, stating that the information with respect to such factual matters is in the possession of the Company unless such counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture or any Security, they may, but need not, be consolidated and form one instrument. Section 104. Acts of Holders. (1) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to this Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. If, but only if, Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to this Indenture to be made, given or 12 taken by Holders of Securities of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article Fifteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments or so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive in favor of the Trustee and the Company and any agent of the Trustee or the Company, if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506. Without limiting the generality of this Section 104, unless otherwise provided in or pursuant to this Indenture, a Holder, including a Depository that is a Holder of a global Security, may make, give or take, by a proxy or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture or the Securities to be made, given or taken by Holders, and a Depository that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners of interests in any such global Security through such Depository's standing instructions and customary practices. (2) The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section. (3) The ownership, principal amount and serial numbers of Registered Securities held by any Person, and the date of the commencement and the date of the termination of holding the same, shall be proved by the Security Register. (4) The ownership, principal amount and serial numbers of Bearer Securities held by any Person, and the date of the commencement and the date of the termination of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary reasonably acceptable to the Company, wherever situated, if such certificate shall be deemed by the Company and the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Company and the Trustee to be satisfactory. The Trustee and the Company may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or 13 (4) such Bearer Security is no longer Outstanding. The ownership, principal amount and serial numbers of Bearer Securities held by the Person so executing such instrument or writing and the date of the commencement and the date of the termination of holding the same may also be proved in any other manner which the Company and the Trustee deem sufficient. (5) If the Company shall solicit from the Holders of any Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may at its option (but is not obligated to), by Board Resolution, fix in advance a record date for the determination of Holders of Registered Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of Registered Securities of record at the close of business on such record date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders of Registered Securities shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. (6) Any request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee, any Security Registrar, any Paying Agent or the Company in reliance thereon, whether or not notation of such Act is made upon such Security. Section 105. Notices, etc. to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or (2) the Company by the Trustee or any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to the attention of its Treasurer at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company. Section 106. Notice to Holders of Securities; Waiver. Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture provides for notice to Holders of Securities of any event, 14 (1) such notice shall be sufficiently given to Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered Security affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice; and (2) such notice shall be sufficiently given to Holders of Bearer Securities, if any, if published in an Authorized Newspaper in The City of New York and, if such Securities are then listed on any stock exchange outside the United States, in an Authorized Newspaper in such city as the Company shall advise the Trustee that such stock exchange so requires, on a Business Day at least twice, the first such publication to be not earlier than the earliest date and the second such publication not later than the latest date prescribed for the giving of such notice. In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided herein. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given or provided. In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. In case by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of any notice mailed to Holders of Registered Securities as provided above. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 107. Language of Notices. Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the English language, except that, if the Company so elects, any published notice may be in an official language of the country of publication. 15 Section 108. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with any duties under any required provision of the Trust Indenture Act imposed hereon by Section 318(c) thereof, such required provision shall control. Section 109. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 110. Successors and Assigns. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. Section 111. Separability Clause. In case any provision in this Indenture, any Security or any Coupon shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, to the fullest extent permitted by law, in any way be affected or impaired thereby. Section 112. Benefits of Indenture. Nothing in this Indenture, any Security or any Coupon, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent and their successors hereunder and the Holders of Securities or Coupons, and, in the case of the Securities of any series, the holders of Senior Indebtedness with respect to such series, any benefit or any legal or equitable right, remedy or claim under this Indenture. Section 113. Governing Law. This Indenture, the Securities and any Coupons shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in said State. Section 114. Legal Holidays. Unless otherwise specified in or pursuant to this Indenture or any Securities, in any case where any Interest Payment Date, Stated Maturity or Maturity of, or any other day on which a payment is due with respect to, any Security shall be a day which is not a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture, any Security or any Coupon other than a provision in any Security or Coupon or in the Board Resolution, Officers' Certificate or supplemental indenture establishing the terms of any Security that specifically states that such provision shall apply in lieu hereof) payment need not be made at such Place of Payment on such date, but such payment may be made on the next succeeding day that is a Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, at the Stated Maturity or Maturity or on any such other payment date, as 16 the case may be, and no interest shall accrue on the amount payable on such date or at such time for the period from and after such Interest Payment Date, Stated Maturity, Maturity or other payment date, as the case may be, to the next succeeding Business Day. Section 115. Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 116. Judgment Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of, or premium or interest, if any, or Additional Amounts on the Securities of any series (the "Required Currency") into a currency in which a judgment will be rendered (the "Judgment Currency"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding that on which a final unappealable judgment is given and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with clause (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed. The provisions of this Section 116 shall not be applicable with respect to any payment due on a Security which is payable in Dollars. Section 117. Extension of Payment Dates. In the event that (i) the terms of any Security or Coupon appertaining thereto established in or pursuant to this Indenture permit the Company or any Holder thereof to extend the date on which any payment of principal of, or premium, if any, or interest, if any, on, or Additional Amounts, if any, with respect to such Security or Coupon is due and payable and (ii) the due date for any such payment shall have been so extended, then all references herein to the Stated Maturity of such payment (and all references of like import) shall be deemed to refer to the date as so extended. Section 118. Immunity of Stockholders, Directors, Officers and Agents of the Company. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had 17 against any past, present or future stockholder, employee, officer or director, as such, of the Company or of any predecessor or successor, either directly or through the Company or any predecessor or successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities by the Holders and as part of the consideration for the issue of the Securities. ARTICLE TWO SECURITIES FORMS Section 201. Forms Generally. Each Registered Security, Bearer Security, Coupon and temporary or permanent global Security issued pursuant to this Indenture shall be in the form established by or pursuant to a Board Resolution and set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officer of the Company executing such Security or Coupon as evidenced by the execution of such Security or Coupon. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall be issuable in registered form without Coupons. Definitive Securities and definitive Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officer of the Company executing such Securities or Coupons, as evidenced by the execution of such Securities or Coupons. Section 202. Form of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------------, as Trustee By: ------------------------------------ Authorized Signatory 18 Section 203. Securities in Global Form. Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in temporary or permanent global form. If Securities of a series shall be issuable in global form, any such Security may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. Notwithstanding the foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall take such other actions, all as contemplated by Section 305. Notwithstanding the provisions of Section 307, unless otherwise specified in or pursuant to this Indenture or any Securities, payment of principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a global Security (i) in the case of a global Security in registered form, the Holder of such global Security in registered form, or (ii) in the case of a global Security in bearer form, the Person or Persons specified pursuant to Section 301. 19 ARTICLE THREE THE SECURITIES Section 301. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. With respect to any Securities to be authenticated and delivered hereunder, there shall be established in or pursuant to one or more Board Resolutions and, subject to Section 303, set forth in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of any Securities of a series, (1) the title of the Securities of such series; (2) any limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Section 304, 305, 306, 905 or 1107, upon repayment in part of any Security of such series pursuant to Article Thirteen or upon surrender in part of any Security for conversion or exchange into Common Stock or other securities or property pursuant to its terms), and if such series may be reopened from time to time for the issuance of additional Securities of such series or to establish additional terms of such series; (3) if such Securities are to be issuable as Registered Securities, as Bearer Securities or alternatively as Bearer Securities and Registered Securities, and whether the Bearer Securities are to be issuable with Coupons, without Coupons or both, and any restrictions applicable to the offer, sale or delivery of the Bearer Securities and the terms, if any, upon which Bearer Securities may be exchanged for Registered Securities and vice versa; (4) if any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in global form and (i) whether such Securities are to be issued in temporary or permanent global form or both, (ii) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same series and of like tenor and of any authorized form and denomination, and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 305, (iii) the name of the Depository with respect to any such global Security and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the other actions with respect to such global Security contemplated by the first paragraph of Section 203; 20 (5) if any of such Securities are to be issuable as Bearer Securities, the date as of which any such Bearer Security shall be dated (if other than the date of original issuance of the first of such Securities to be issued); (6) if any of such Securities are to be issuable as Bearer Securities, whether interest in respect of any portion of a temporary Bearer Security in global form payable in respect of an Interest Payment Date therefor prior to the exchange, if any, of such temporary Bearer Security for definitive Securities shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date; (7) the date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the principal and premium, if any, of such Securities is payable; (8) the rate or rates at which such Securities shall bear interest, if any, or the method or methods, if any, by which such rate or rates are to be determined, the date or dates, if any, from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determined, the Interest Payment Dates, if any, on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date, the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of giving such notice, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months; (9) if in addition to or other than the Borough of Manhattan, The City of New York, the place or places where the principal of, any premium and interest on or any Additional Amounts with respect to such Securities shall be payable, any of such Securities that are Registered Securities may be surrendered for registration of transfer or exchange, any of such Securities may be surrendered for conversion or exchange and notices or demands to or upon the Company in respect of such Securities and this Indenture may be served; (10) whether any of such Securities are to be redeemable at the option of the Company and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities may be redeemed, in whole or in part, at the option of the Company; (11) if the Company is obligated to redeem or purchase any of such Securities pursuant to any sinking fund or analogous provision or at the option of any Holder thereof and, if so, the date or dates on which, the period or periods within which, the price or prices at which and the other terms and conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities so redeemed or purchased; 21 (12) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than denominations of $1,000 and any integral multiple thereof, and the denominations in which any of such Securities that are Bearer Securities shall be issuable if other than the denomination of $5,000; (13) whether the Securities of the series will be convertible into and/or exchangeable for Common Stock or other securities or property, and if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, and any deletions from or modifications or additions to this Indenture to permit or to facilitate the issuance of such convertible or exchangeable Securities or the administration thereof; (14) if other than the principal amount thereof, the portion of the principal amount of any of such Securities that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion is to be determined; (15) if other than Dollars, the Foreign Currency in which payment of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payable; (16) if the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities are to be payable, at the election of the Company or a Holder thereof or otherwise, in Dollars or in a Foreign Currency other than that in which such Securities are stated to be payable, the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are stated to be payable and the Currency in which such Securities or any of them are to be paid pursuant to such election, and any deletions from or modifications of or additions to the terms of this Indenture to provide for or to facilitate the issuance of Securities denominated or payable, at the election of the Company or a Holder thereof or otherwise, in a Foreign Currency; (17) if the amount of payments of principal of, any premium or interest on or any Additional Amounts with respect to such Securities may be determined with reference to an index, formula or other method or methods (which index, formula or method or methods may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and, if so, the terms and conditions upon which and the manner in which such amounts shall be determined and paid or payable; (18) any deletions from, modifications of or additions to the Events of Default or covenants of the Company with respect to any of such Securities (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein), and if Section 1008 shall be applicable with respect to any such additional covenants; (19) if any one or more of Section 401 relating to satisfaction and discharge, Section 402(2) relating to defeasance or Section 402(3) relating to covenant defeasance 22 shall not be applicable to the Securities of such series, and any covenants in addition to or other than those specified in Section 402(3) relating to the Securities of such series which shall be subject to covenant defeasance, and, if the Securities of such series are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the Company's obligation to repurchase or repay such Securities will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and, if the Holders of such Securities have the right to convert or exchange such Securities into Common Stock or other securities or property, if the right to effect such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or covenant defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article Four (including any modification which would permit satisfaction and discharge, defeasance or covenant defeasance to be effected with respect to less than all of the outstanding Securities of such series) in respect of the Securities of such series; (20) if any of such Securities are to be issuable upon the exercise of warrants, and the time, manner and place for such Securities to be authenticated and delivered; (21) if any of such Securities are issuable in global form and are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions; (22) whether and under what circumstances the Company will pay Additional Amounts on such Securities to any holder who is a United States Alien in respect of any tax, assessment or other government charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such Additional Amounts; (23) if there is more than one Trustee, the identity of the Trustee and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities; (24) the Person to whom any interest on any Registered Security of such series shall be payable, if other than the Person in whose name the Registered Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of such series shall be payable, if other than upon presentation and surrender of the Coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest payable on a temporary global Security will be paid if other than in the manner provided in this Indenture; (25) the terms pursuant to which the Securities of such series will be made subordinate in right of payment to Senior Indebtedness, the definition of such Senior Indebtedness with respect to such series and any changes in Article Sixteen with respect to such series, and a Board Resolution, Officers' Certificate or supplemental indenture, as the case may be, establishing the terms of such series shall expressly state which articles, 23 sections or other provisions thereof constitute the "Subordination Provisions" with respect to the Securities of such series; (26) if the Securities of such series are to be guaranteed by one or more of the Company's Subsidiaries, the name of such Subsidiaries and the terms pursuant to which the Securities of such series will be guaranteed, and a Board Resolution, Officer's Certificate or supplemental indenture, as the case may be, establishing the terms of such series shall expressly state which articles, sections or other provisions thereof constitute "Guarantee Provisions" with respect to securities of such series; and (27) any other terms of such Securities and any deletions from or modifications or additions to this Indenture in respect of such Securities. All Securities of any one series and all Coupons, if any, appertaining to Bearer Securities of such series shall be substantially identical except as to Currency of payments due thereunder, denomination and the rate of interest, or method of determining the rate of interest, if any, Maturity, and the date from which interest, if any, shall accrue and except as may otherwise be provided by the Company in or pursuant to the Board Resolution and set forth in the Officers' Certificate or in any indenture or indentures supplemental hereto pertaining to such series of Securities. The terms of the Securities of any series may provide, without limitation, that the Securities shall be authenticated and delivered by the Trustee on original issue from time to time upon telephonic or written order of persons designated in the Board Resolution, Officers' Certificate or supplemental indenture, as the case may be, pertaining to such series of Securities (telephonic instructions to be promptly confirmed in writing by such person) and that such persons are authorized to determine, consistent with such Board Resolution, Officers' Certificate or supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Board Resolution, Officers' Certificate or supplemental indenture. All Securities of any one series need not be issued at the same time and, if so provided by the Company as contemplated by this Section 301, a series may be reopened from time to time without the consent of any Holders for issuances of additional Securities of such series or to establish additional terms of such series of Securities. If any of the terms of the Securities of any series shall be established by action taken by or pursuant to a Board Resolution, the Board Resolution shall be delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of such series. Section 302. Currency; Denominations. Unless otherwise provided in or pursuant to this Indenture, the principal of, any premium and interest on and any Additional Amounts with respect to the Securities shall be payable in Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered Securities denominated in Dollars shall be issuable in registered form without Coupons in denominations of $1,000 and any integral multiple thereof, and the Bearer Securities denominated in Dollars shall be issuable in the denomination of $5,000. Securities not denominated in Dollars shall be issuable in such denominations as are established with respect to such Securities in or pursuant to this Indenture. 24 Section 303. Execution, Authentication, Delivery and Dating. Securities shall be executed on behalf of the Company by its Chairman, its President or one of its Vice Presidents and by its Treasurer, one of its Assistant Treasurers, its Secretary or one of its Assistant Secretaries and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. Coupons shall be executed on behalf of the Company by the Chairman, the President or any Vice President of the Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. Securities and any Coupons appertaining thereto bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities, together with any Coupons appertaining thereto, executed by the Company, to the Trustee for authentication and, provided that the Board Resolution and Officers' Certificate or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and a Company Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel shall deem appropriate: (a) the form or forms and terms of such Securities and Coupons, if any, have been established in conformity with Sections 201 and 301 of this Indenture; (b) all conditions precedent set forth in Sections 201, 301 and 303 of this Indenture to the authentication and delivery of such Securities and Coupons, if any, appertaining thereto have been complied with and that such Securities, and Coupons, when completed by appropriate insertions (if applicable), executed by duly authorized officers of the Company, delivered by duly authorized officers of the Company to the Trustee for authentication pursuant to this Indenture, and authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, arrangement, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 25 If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such opinion, with such modifications as counsel shall deem appropriate, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate request by the Company that the Trustee authenticate Securities of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Securities continue to have been complied with. The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any Bearer Security in global form shall be dated as of the date specified in or pursuant to this Indenture. No Security or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 202 or 611 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Except as permitted by Section 306 or 307 or as may otherwise be provided in or pursuant to this Indenture, the Trustee shall not authenticate and deliver any Bearer Security unless all Coupons appertaining thereto then matured have been detached and cancelled. Section 304. Temporary Securities. Pending the preparation of definitive Securities, the Company may execute and deliver to the Trustee and, upon Company Order, the Trustee shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized in or pursuant to this Indenture, in bearer form with one or more Coupons or without Coupons and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Company executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such temporary Securities may be in global form. Except in the case of temporary Securities in global form, which shall be exchanged in accordance with the provisions set forth in this Indenture or the provisions established pursuant to Section 301, if temporary Securities are issued, the Company shall cause definitive Securities to be prepared without unreasonable delay. Except as otherwise provided in or pursuant to this Indenture, after the preparation of definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such temporary Securities 26 shall be exchangeable for such definitive Securities upon surrender of such temporary Securities at an Office or Agency for such Securities, without charge to any Holder thereof. Except as otherwise provided in or pursuant to this Indenture, upon surrender for cancellation of any one or more temporary Securities (accompanied by any unmatured Coupons appertaining thereto), the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series and containing identical terms and provisions; provided, however, that no definitive Bearer Security, except as provided in or pursuant to this Indenture, shall be delivered in exchange for a temporary Registered Security; and provided, further, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in or pursuant to this Indenture. Unless otherwise provided in or pursuant to this Indenture with respect to a temporary global Security, until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. Section 305. Registration, Transfer and Exchange. With respect to the Registered Securities of each series, if any, the Company shall cause to be kept a register (each such register being herein sometimes referred to as the "Security Register") at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Registered Securities of such series and of transfers of the Registered Securities of such series. Such Office or Agency shall be the "Security Registrar" for that series of Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the initial Security Registrar for each series of Securities shall be as specified in the last paragraph of Section 1002. The Company shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that no such removal or replacement shall be effective until a successor Security Registrar with respect to such series of Securities shall have been appointed by the Company and shall have accepted such appointment. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect to a series of Securities, it shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register for each series of Securities. Except as otherwise provided in or pursuant to this Indenture, upon surrender for registration of transfer of any Registered Security of any series at any Office or Agency for such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series denominated as authorized in or pursuant to this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. Except as otherwise provided in or pursuant to this Indenture, at the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any Office or Agency for such series. Whenever any Registered Securities are so surrendered for exchange, 27 the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. If provided in or pursuant to this Indenture, with respect to Securities of any series, at the option of the Holder, Bearer Securities of such series may be exchanged for Registered Securities of such series containing identical terms, denominated as authorized in or pursuant to this Indenture and in the same aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any Office or Agency for such series, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such Office or Agency for such series in exchange for a Registered Security of such series and like tenor after the close of business at such Office or Agency on (i) any Regular Record Date and before the opening of business at such Office or Agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such Office or Agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. If provided in or pursuant to this Indenture with respect to Securities of any series, at the option of the Holder, Registered Securities of such series may be exchanged for Bearer Securities upon such terms and conditions as may be provided in or pursuant to this Indenture with respect to such series. Whenever any Securities are surrendered for exchange as contemplated by the immediately preceding two paragraphs, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, the global Securities of any series shall be exchangeable for definitive certificated Securities of such series only if (i) the Depository for such global Securities notifies the 28 Company that it is unwilling or unable to continue as a Depository for such global Securities or at any time the Depository for such global Securities ceases to be a clearing agency registered as such under the Exchange Act, if so required by applicable law or regulation, and no successor Depository for such Securities shall have been appointed within 90 days of such notification or of the Company becoming aware of the Depository's ceasing to be so registered, as the case may be, (ii) the Company, in its sole discretion, determines that the Securities of such series shall no longer be represented by one or more global Securities and executes and delivers to the Trustee a Company Order to the effect that such global Securities shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to such Securities. If the beneficial owners of interests in a global Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding paragraph, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in aggregate principal amount equal to the principal amount of such global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Security shall be surrendered from time to time by the Depository (or its custodian) as shall be specified in the Company Order with respect thereto (which the Company agrees to deliver), and in accordance with instructions given to the Trustee and the Depository (which instructions shall be in writing but need not be contained in or accompanied by an Officers' Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such global Security to be exchanged, which (unless such Securities are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged for the global Security shall be issuable only in the form in which the Securities are issuable, as provided in or pursuant to this Indenture) shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, and which shall be in such denominations and, in the case of Registered Securities, registered in such names, as shall be specified by the Depository, but subject to the satisfaction of any certification or other requirements to the issuance of Bearer Securities; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of the same series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise provided in or pursuant to this Indenture) no Bearer Security delivered in exchange for a portion of a global Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such Depository (or its custodian) or such other Depository (or its custodian) referred to above in accordance with the instructions of the Company referred to above, and the Trustee shall endorse such global Security to reflect the decrease in the principal amount thereof resulting from such exchange. If a Registered Security is issued in exchange for any portion of a global Security after the close of business at the Office or Agency for such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on 29 the next Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such Office or Agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but shall be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such global Security shall be payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company evidencing the same debt and entitling the Holders thereof to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such Security duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Securities, or any redemption or repayment of Securities, or any conversion or exchange of Securities for other types of securities or property, 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 registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 905 or 1107, upon repayment or repurchase in part of any Registered Security pursuant to Article Thirteen, or upon surrender in part of any Registered Security for conversion or exchange into Common Stock or other securities or property pursuant to its terms, in each case not involving any transfer. Except as otherwise provided in or pursuant to this Indenture, the Company shall not be required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of like tenor and terms and of the same series under Section 1103 and ending at the close of business on the day of such selection, or (ii) to register the transfer of or exchange any Registered Security, or portion thereof, so selected for redemption, except in the case of any Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except, to the extent provided with respect to such Bearer Security, that such Bearer Security may be exchanged for a Registered Security of like tenor and terms and of the same series, provided that such Registered Security shall be simultaneously surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture or (iv) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of the Holder pursuant to Article Thirteen and not withdrawn, except the portion, if any, of such Security not to be so repaid. 30 Section 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security or a Security with a mutilated Coupon appertaining to it is surrendered to the Trustee, subject to the provisions of this Section 306, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with Coupons appertaining thereto corresponding to the Coupons, if any, appertaining to the surrendered Security. If there be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or Coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security or Coupon has been acquired by a bona fide purchaser, the Company shall execute and, upon the Company's request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen Coupon appertains with all appurtenant Coupons not destroyed, lost or stolen, a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with Coupons corresponding to the Coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen Coupon appertains. Notwithstanding the foregoing provisions of this Section 306, in case any mutilated, destroyed, lost or stolen Security or Coupon 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 or Coupon; provided, however, that payment of principal of, any premium or interest on or any Additional Amounts with respect to any Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an Office or Agency for such Securities located outside the United States and, unless otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities and any Additional Amounts with respect to such interest shall be payable only upon presentation and surrender of the Coupons appertaining thereto. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security, with any Coupons appertaining thereto issued pursuant to this Section in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen Coupon appertains shall constitute a separate obligation of the Company, whether or not the destroyed, lost or stolen Security and Coupons appertaining thereto or the destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series and any Coupons, if any, duly issued hereunder. The provisions of this Section, as amended or supplemented pursuant to this Indenture with respect to particular Securities or generally, shall (to the extent lawful) be exclusive and 31 shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or Coupons. Section 307. Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved. Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Registered Security which shall be payable, and are punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered as of the close of business on the Regular Record Date for such interest. Unless otherwise provided in or pursuant to this Indenture, in case a Bearer Security is surrendered in exchange for a Registered Security after the close of business at an Office or Agency for such Security on any Regular Record Date therefor and before the opening of business at such Office or Agency on the next succeeding Interest Payment Date therefor, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date and interest shall not be payable on such Interest Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional Amounts with respect to any Registered Security which shall be payable, but shall not be punctually paid or duly provided for, on any Interest Payment Date for such Registered Security (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder thereof on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on such Registered Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person entitled to such Defaulted Interest as in this Clause provided. Thereupon, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holder of such Registered Security (or a Predecessor Security thereof) at his address as it appears in the Security Register not less 32 than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company cause a similar notice to be published at least once in an Authorized Newspaper of general circulation in the Borough of Manhattan, The City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). In case a Bearer Security is surrendered at the Office or Agency for such Security in exchange for a Registered Security after the close of business at such Office or Agency on any Special Record Date and before the opening of business at such Office or Agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Defaulted Interest and Defaulted Interest shall not be payable on such proposed date of payment in respect of the Registered Security issued in exchange for such Bearer Security, but shall be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. (2) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Security may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. Unless otherwise provided in or pursuant to this Indenture or the Securities of any particular series, at the option of the Company, interest on Registered Securities that bear interest may be paid by mailing a check to the address of the Person entitled thereto as such address shall appear in the Security Register or by transfer to an account maintained by the payee with a bank located in the United States of America. Subject to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. Section 308. Persons Deemed Owners. Prior to due presentment of a Registered Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of principal of, any premium and (subject to Sections 305 and 307) interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered Security shall be overdue, and neither the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. 33 The Company, the Trustee and any agent of the Company or the Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon as the absolute owner of such Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not any payment with respect to such Security or Coupon shall be overdue, and neither the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary. No holder of any beneficial interest in any global Security held on its behalf by a Depository shall have any rights under this Indenture with respect to such global Security, and such Depository may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of such global Security for all purposes whatsoever. None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, any Paying Agent or the Security Registrar from giving effect to any written certification, proxy or other authorization furnished by the applicable Depository, as a Holder, with respect to a global Security or impair, as between such Depository and the owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as the Holder of such global Security. Section 309. Cancellation. All Securities and Coupons surrendered for payment, redemption, registration of transfer, exchange or conversion or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and Coupons, as well as Securities and Coupons surrendered directly to the Trustee for any such purpose, shall be cancelled promptly by the Trustee. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be cancelled promptly by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by or pursuant to this Indenture. All cancelled Securities and Coupons held by the Trustee shall be destroyed by the Trustee, unless by a Company Order the Company directs their return to it. Section 310. Computation of Interest. Except as otherwise provided in or pursuant to this Indenture or in the Securities of any series, interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. 34 ARTICLE FOUR SATISFACTION AND DISCHARGE OF INDENTURE Section 401. Satisfaction and Discharge. Unless, pursuant to Section 301, the provisions of this Section 401 shall not be applicable with respect to the Securities of any series, upon the direction of the Company by a Company Order, this Indenture shall cease to be of further effect with respect to any series of Securities specified in such Company Order and any Coupons appertaining thereto, and the Trustee, on receipt of a Company Order, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when (1) either (a) all Securities of such series theretofore authenticated and delivered and all Coupons appertaining thereto (other than (i) Coupons appertaining to Bearer Securities of such series surrendered in exchange for Registered Securities of such series and maturing after such exchange whose surrender is not required or has been waived as provided in Section 305, (ii) Securities and Coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, (iii) Coupons appertaining to Securities of such series called for redemption and maturing after the relevant Redemption Date whose surrender has been waived as provided in Section 1106, and (iv) Securities and Coupons of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or (b) all Securities of such series and, in the case of (i) or (ii) below, if applicable, any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) if redeemable at the option of the Company, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Securities and any Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation, 35 including the principal of, any premium and interest on, and, to the extent that the Securities of such series provide for the payment of Additional Amounts thereon and the amount of any such Additional Amounts which are or will be payable with respect to the Securities of such series is at the time of deposit determinable by the Company (in the exercise by the Company of its reasonable discretion), any Additional Amounts with respect to, such Securities and any Coupons appertaining thereto, to the date of such deposit (in the case of Securities which have become due and payable) or to the Maturity thereof, as the case may be; (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Outstanding Securities of such series and any Coupons appertaining thereto; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. In the event there are Securities of two or more series Outstanding hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of such series as to which it is Trustee and if the other conditions thereto are met. Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company to the Trustee under Section 606 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Company and the Trustee with respect to the Securities of such series under Sections 305, 306, 403, 404, 1002, 1003 and, if applicable to the Securities of such series, 1004 (including, without limitation, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 1004, but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to Section 401(1)(b)), any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 301 with respect to the Securities of such series) to require the Company to repurchase or repay, and the obligations of the Company to repurchase or repay, such Securities at the option of the Holders pursuant to Article Thirteen hereof, and any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 301 with respect to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Common Stock or other securities or property, shall survive. Section 402. Defeasance and Covenant Defeasance. (1) Unless, pursuant to Section 301, either or both of (i) defeasance of the Securities of or within a series under clause (2) of this Section 402 or (ii) covenant defeasance of the Securities of or within a series under clause (3) of this Section 402 shall not be applicable with respect to the Securities of such series, then such provisions, together with the other provisions of this Section 402 (with such modifications thereto as may be specified pursuant to Section 301 36 with respect to any Securities), shall be applicable to such Securities and any Coupons appertaining thereto, and the Company may at its option by Board Resolution, at any time, with respect to the Securities of or within such series and any Coupons appertaining thereto, elect to have Section 402(2) or Section 402(3) be applied to such Outstanding Securities and any Coupons appertaining thereto upon compliance with the conditions set forth below in this Section 402. Unless otherwise specified pursuant to Section 301 with respect to the Securities of any series, defeasance under clause (2) of this Section 402 and covenant defeasance under clause (3) of this Section 402 may be effected only with respect to all, and not less than all, of the Outstanding Securities of any series. To the extent that the terms of any Security or Coupon appertaining thereto established in or pursuant to this Indenture permit the Company or any Holder thereof to extend the date on which any payment of principal of, or premium, if any, or interest, if any, on, or Additional Amounts, if any, with respect to such Security or Coupon is due and payable, then unless otherwise provided pursuant to Section 301, the right to extend such date shall terminate upon defeasance or covenant defeasance, as the case may be. (2) Upon the Company's exercise of the above option applicable to this Section 402(2) with respect to any Securities of or within a series, the Company shall be deemed to have been discharged from its obligations with respect to such Outstanding Securities and any Coupons appertaining thereto on the date the conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Outstanding Securities and any Coupons appertaining thereto, which shall thereafter be deemed to be "Outstanding" only for the purposes of clause (5) of this Section 402 and the other Sections of this Indenture referred to in clauses (i) through (iv) of this paragraph, and to have satisfied all of its other obligations under such Securities and any Coupons appertaining thereto and this Indenture insofar as such Securities and any Coupons appertaining thereto are concerned (and the Trustee, at the expense of the Company , shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders of such Outstanding Securities and any Coupons appertaining thereto to receive, solely (except as provided in clause (ii) below) from the trust fund described in clause (4)(a) of this Section 402 and as more fully set forth in this Section 402 and 403, payments in respect of the principal of (and premium, if any) and interest, if any, on, and Additional Amounts, if any, with respect to, such Securities and any Coupons appertaining thereto when such payments are due, (ii) the obligations of the Company and the Trustee with respect to such Securities under Sections 305, 306, 1002, 1003 and, if applicable to the Securities of such series, 1004 (including, without limitation, with respect to the payment of Additional Amounts, if any, with respect to such Securities as contemplated by Section 1004, but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to clause (4)(a) of this Section 402), any rights of Holders of such Securities (unless otherwise provided pursuant to Section 301 with respect to the Securities of such series) to require the Company to repurchase or repay, and the obligations of the Company to repurchase or repay, such Securities at the option of the Holders pursuant to Article Thirteen hereof, and any rights of Holders of such Securities (unless otherwise provided pursuant to Section 301 with respect to the Securities of such series) to convert or exchange, and the obligations of the Company to convert or exchange, such Securities into Common Stock or other securities or property, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Section 402 and Sections 403 and 37 404. The Company may exercise its option under this Section 402(2) notwithstanding the prior exercise of its option under Section 402(3) with respect to such Securities and any Coupons appertaining thereto. (3) Upon the Company's exercise of the above option applicable to this Section 402(3) with respect to any Securities of or within a series, the Company shall be released from its obligations under clauses (ii) and (iii) of Section 1005 and under Sections 1006 and 1007 and, to the extent specified pursuant to Section 301, any other covenant applicable to such Securities with respect to such Securities and any Coupons appertaining thereto and the provisions set forth in Section 501(5) shall cease to be applicable to such Securities on and after the date the conditions set forth in clause (4) of this Section 402 are satisfied (hereinafter, "covenant defeasance"), and such Securities and any Coupons appertaining thereto shall thereafter be deemed to be not "Outstanding" for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with any such covenant or with respect to any Event of Default set forth in Section 501(5), but shall continue to be deemed "Outstanding" for all other purposes hereunder. For this purpose, such covenant defeasance means that (i) with respect to such Outstanding Securities and any Coupons appertaining thereto, the Company may omit to comply with, and shall have no liability in respect of, any term, condition or limitation set forth in any such Section or any such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a default or an Event of Default under Section 501(4) or 501(9) or otherwise, as the case may be, and (ii) the occurrence of any event or condition specified in Section 501(5) shall not constitute an Event of Default with respect to such Outstanding Securities, but, except as specified above, the remainder of this Indenture and such Securities and Coupons appertaining thereto shall be unaffected thereby. (4) The following shall be the conditions to application of clause (2) or (3) of this Section 402 to any Outstanding Securities of or within a series and any Coupons appertaining thereto: (a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Section 402 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any Coupons appertaining thereto, (1) an amount in Dollars or in such Foreign Currency in which such Securities and any Coupons appertaining thereto are then specified as payable at Stated Maturity or, if such defeasance or covenant defeasance is to be effected in compliance with subsection (f) below, on the relevant Redemption Date, as the case may be, or (2) Government Obligations applicable to such Securities and Coupons appertaining thereto (determined on the basis of the Currency in which such Securities and Coupons appertaining thereto are then specified as payable at Stated Maturity or, if such defeasance or covenant defeasance is to be effected in compliance with subsection (f) below, on the relevant Redemption Date, as the case may be) which through the scheduled payment of principal and interest in respect thereof in accordance 38 with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities and any Coupons appertaining thereto, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the principal of (and premium, if any) and interest, if any, on, and, to the extent that such Securities provide for the payment of Additional Amounts thereon and the amount of any such Additional Amounts which are or will be payable with respect to the Securities of such series is at the time of deposit determinable by the Company (in the exercise by the Company of its reasonable discretion), any Additional Amounts with respect to, such Outstanding Securities and any Coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest or the applicable Redemption Date, as the case may be, and (z) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any Coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any Coupons appertaining thereto. (b) Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any Subsidiary is a party or by which it is bound. (c) No Event of Default or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any Coupons appertaining thereto shall have occurred and be continuing on the date of such deposit, and, solely in the case of defeasance under Section 402(2), no Event of Default with respect to such Securities and any Coupons appertaining thereto under clause (6) or (7) of Section 501 or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities and any Coupons appertaining thereto under clause (6) or (7) of Section 501 shall have occurred and be continuing at any time during the period ending on and including the 91st day after the date of such deposit (it being understood that this condition to defeasance under Section 402(2) shall not be deemed satisfied until the expiration of such period). (d) In the case of defeasance pursuant to Section 402(2), the Company shall have delivered to the Trustee an opinion of independent counsel reasonably acceptable to the Trustee stating that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel shall confirm that, the Holders of such Outstanding Securities and any Coupons appertaining thereto 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; or, in the case of covenant defeasance pursuant to Section 402(3), the Company shall have 39 delivered to the Trustee an opinion of independent counsel reasonably acceptable to the Trustee to the effect that the Holders of such Outstanding Securities and any Coupons appertaining thereto will not recognize income, gain or loss for federal income tax purposes as a result of such covenant 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 covenant defeasance had not occurred. (e) The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance or covenant defeasance, as the case may be, under this Indenture have been complied with. (f) If the monies or Government Obligations or combination thereof, as the case may be, deposited under clause (a) above are sufficient to pay the principal of, and premium, if any, and interest, if any, on and, to the extent provided in such clause (a), Additional Amounts with respect to, such Securities provided such Securities are redeemed on a particular Redemption Date, the Company shall have given the Trustee irrevocable instructions to redeem such Securities on such date and to provide notice of such redemption to Holders as provided in or pursuant to this Indenture. (g) Notwithstanding any other provisions of this Section 402(4), such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company in connection therewith pursuant to Section 301. (5) Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee--collectively for purposes of this Section 402(5) and Section 403, the "Trustee") pursuant to clause (4)(a) of Section 402 in respect of any Outstanding Securities of any series and any Coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any Coupons appertaining thereto and this Indenture, to the payment, either directly or through any Paying Agent (other than the Company or any Subsidiary or Affiliate of the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities and any Coupons appertaining thereto of all sums due and to become due thereon in respect of principal (and premium, if any) and interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. Unless otherwise specified in or pursuant to this Indenture or any Securities, if, after a deposit referred to in Section 402(4)(a) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 301 or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 402(4)(a) has been made in respect of such Security, or (b) a Conversion Event occurs in respect of the Foreign Currency in which the deposit pursuant to Section 402(4)(a) has been made, the indebtedness represented by such Security and any Coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any), and interest, if any, on, and Additional Amounts, if any, with 40 respect to, such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on (x) in the case of payments made pursuant to clause (a) above, the applicable market exchange rate for such Currency in effect on the second Business Day prior to each payment date, or (y) with respect to a Conversion Event, the applicable market exchange rate for such Foreign Currency in effect (as nearly as feasible) at the time of the Conversion Event. The Company shall pay and indemnify the Trustee against any tax, fee or other charge, imposed on or assessed against the Government Obligations deposited pursuant to this Section 402 or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Securities and any Coupons appertaining thereto. Anything in this Section 402 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in clause (4)(a) of this Section 402 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with this Section 402. Section 403. Application of Trust Money. Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations deposited with the Trustee pursuant to Section 401 or 402 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the Coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, interest and Additional Amounts for whose payment such money has or Government Obligations have been deposited with or received by the Trustee; but such money and Government Obligations need not be segregated from other funds except to the extent required by law. Section 404. Reinstatement. If the Trustee (or other qualifying trustee appointed pursuant to Section 402(4)(a)) or any Paying Agent is unable to apply any moneys or Government Obligations deposited pursuant to Section 401(1) or 402(4)(a) to pay any principal of or premium, if any, or interest, if any, on or Additional Amounts, if any, with respect to the Securities of any series by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no such deposit had occurred, until such time as the Trustee (or other qualifying trustee) or Paying Agent is permitted to apply all such moneys and Government Obligations to pay the principal of and premium, if any, and interest, if any, on and Additional Amounts, if any, in respect of the 41 Securities of such series as contemplated by Sections 401 or 402 as the case may be, and Section 403; provided, however, that if the Company makes any payment of the principal of or premium, if any, or interest if any, on or Additional Amounts, if any, in respect of the Securities of such series following the reinstatement of its obligations as aforesaid, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the funds held by the Trustee (or other qualifying trustee) or Paying Agent. Section 405. Effect on Subordination Provisions. Unless otherwise expressly provided pursuant to Section 301 with respect to the Securities of any series, the provisions of Article Sixteen hereof, insofar as they pertain to the Securities of such series, and the Subordination Provisions established pursuant to Section 301(25) with respect to such series are hereby expressly made subject to the provisions for satisfaction and discharge set forth in Section 401 hereof and the provisions for defeasance and covenant defeasance set forth in Section 402 hereof and, anything herein to the contrary notwithstanding, upon the effectiveness of such satisfaction and discharge pursuant to Section 401 with respect to the Securities of such series or any such defeasance or covenant defeasance pursuant to Section 402 with respect to the Securities of or within such series, all of the Securities of such series (in the case of satisfaction and discharge pursuant to Section 401) or the Securities of such series as to which defeasance or covenant defeasance, as the case may be, shall have become effective shall thereupon cease to be so subordinated and shall no longer be subject to the provisions of Article Sixteen or the Subordination Provisions established pursuant to Section 301(25) with respect to such Securities and, without limitation to the foregoing, all moneys, Government Obligations and other securities or property deposited with the Trustee (or other qualifying trustee) in trust in connection with such satisfaction and discharge, defeasance or covenant defeasance, as the case may be, and all proceeds therefrom may be applied to pay the principal of, premium, if any, and interest, if any, on, and Additional Amounts, if any, with respect to such Securities as and when the same shall become due and payable notwithstanding the provisions of Article Sixteen or such Subordination Provisions. ARTICLE FIVE REMEDIES Section 501. Events of Default. "Event of Default", wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) unless such event is specifically deleted or modified in or pursuant to the supplemental indenture, Board Resolution or Officers' Certificate establishing the terms of such series pursuant to this Indenture: (1) default in the payment of any interest on, or any Additional Amounts payable in respect of any interest on, any of the Securities of such series or any Coupon 42 appertaining thereto when such interest or such Additional Amounts, as the case may be, become due and payable (whether or not such payment is prohibited by the Subordination Provisions applicable thereto), and continuance of such default for a period of 30 days; or (2) default in the payment of any principal of or premium, if any, on, or any Additional Amounts payable in respect of any principal of or premium, if any, on, any of the Securities of such series when due (whether at Maturity or otherwise and whether payable in cash or in shares of Common Stock or other securities or property), whether or not such payment is prohibited by the Subordination Provisions applicable thereto; or (3) default in the deposit of any sinking fund payment or payment under any analogous provision when due with respect to any of the Securities of such series (whether or not such deposit or payment is prohibited by the Subordination Provisions applicable thereto); or (4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture or any Security of such series (other than a covenant or warranty for which the consequences of breach or nonperformance are addressed elsewhere in this Section 501 or a covenant or warranty which has expressly been included in this Indenture, whether or not by means of a supplemental indenture, solely for the benefit of Securities of a series other than such series), and continuance of such default or breach (without such default or breach having been waived in accordance of the provisions of this Indenture) for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of such series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (5) default under any instrument evidencing or securing any Indebtedness (other than Non-Recourse Land Financing) of the Company or any Restricted Subsidiary aggregating $_____ or more in aggregate principal amount, resulting in the acceleration of such Indebtedness, or due to the failure to pay such Indebtedness at maturity; or (6) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company or any Significant Subsidiary of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company or any Significant Subsidiary of the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Significant Subsidiary of the Company under any applicable Federal or State law, or appointing a custodian, receiver, conservator, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary of the Company or of any substantial part of the property of the Company or any Significant Subsidiary of the Company, or ordering the winding up or liquidation of the affairs of the Company or any Significant Subsidiary of the Company, and the continuance of any such decree or order for relief unstayed and in effect for a period of 60 consecutive days; or 43 (7) the commencement by the Company or any Significant Subsidiary of the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company or any Significant Subsidiary of the Company to the entry of a decree or order for relief in respect of the Company or any Significant Subsidiary of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company or any Significant Subsidiary of the Company, or the filing by the Company or any Significant Subsidiary of the Company of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by the Company or any Significant Subsidiary of the Company to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, conservator, liquidator, assignee, trustee, sequestrator or similar official of the Company or any Significant Subsidiary of the Company or of any substantial part of the property of the Company or any Significant Subsidiary of the Company, or the making by the Company or any Significant Subsidiary of the Company of an assignment for the benefit of creditors, or the taking of corporate action by the Company or any Significant Subsidiary of the Company in furtherance of any such action; or (8) default in the delivery of any shares of Common Stock, together with cash in lieu of fractional shares, or any other securities or property (including cash) when required to be delivered upon conversion of any convertible Security of such series or upon the exchange of any Security of such series which is exchangeable for other securities or property (whether or not such delivery is prohibited by the Subordination Provisions applicable thereto); and continuance of such default for a period of 10 days; or (9) any other Event of Default provided in or pursuant to this Indenture with respect to Securities of such series. Section 502. Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 501) with respect to Securities of any series occurs and is continuing, then either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal of all the Securities of such series, or such lesser amount as may be provided for in the Securities of such series, and accrued and unpaid interest, if any, thereon to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount, as the case may be, and such accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in clause (6) or (7) of Section 501 with respect to the Securities of any series occurs, then the principal of all of the Securities of such series, or such lesser amount as may be provided for in the Securities of such series, and accrued an unpaid interest, if any, thereon shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of the Securities of such series. 44 At any time after Securities of any series have been accelerated (whether by declaration of the Trustee or the Holders or automatically) and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if (1) the Company has paid or deposited with the Trustee a sum of money sufficient to pay (or, to the extent that the terms of the Securities of such series established pursuant to Section 301 expressly provide for payment to be made in shares of Common Stock or other securities or property, shares of Common Stock or other securities or property, together with cash in lieu of fractional shares or securities, sufficient to pay) (a) all overdue installments of any interest on any Securities of such series and any Coupons appertaining thereto which have become due otherwise than by such declaration of acceleration and any Additional Amounts with respect thereto, (b) the principal of and any premium on any Securities of such series which have become due otherwise than by such declaration of acceleration and any Additional Amounts with respect thereto and, to the extent permitted by applicable law, interest thereon at the rate or respective rates, as the case may be, provided for in or with respect to such Securities, or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by such Securities, (c) to the extent permitted by applicable law, interest upon installments of any interest, if any, which have become due otherwise than by such declaration of acceleration and any Additional Amounts with respect thereto at the rate or respective rates, as the case may be, provided for in or with respect to such Securities, or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by such Securities, and (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 606; and (2) all Events of Default with respect to Securities of such series other than the non-payment of the principal of, any premium and interest on, and any Additional Amounts with respect to Securities of such series which shall have become due solely by such declaration of acceleration, shall have been cured or waived as provided in Section 513. No such rescission shall affect any subsequent default or impair any right consequent thereon. 45 Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Securities because of an Event of Default specified in Section 501(5) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Company and countersigned by the holders of such Indebtedness or a trustee, fiduciary or agent for such holders, within 60 days after such declaration of acceleration in respect of the Securities, and no other Event of Default has occurred during such 60-day period which has not been cured or waived during such period. For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities. Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if: (1) default is made in the payment of any interest on, or any Additional Amounts payable in respect of any interest on, any Security or any Coupon appertaining thereto when such interest or Additional Amounts, as the case may be, shall have become due and payable and such default continues for a period of 30 days, or (2) default is made in the payment of any principal of or premium, if any, on, or any Additional Amounts payable in respect of any principal of or premium, if any, on, any Security at its Maturity, or (3) default is made in the deposit of any sinking fund payment when due, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities and any Coupons appertaining thereto, the whole amount of money then due and payable with respect to such Securities and any Coupons appertaining thereto, with interest upon the overdue principal, any premium and, to the extent permitted by applicable law, upon any overdue installments of interest and Additional Amounts at the rate or respective rates, as the case may be, provided for or with respect to such Securities or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by such Securities, and, in addition thereto, such further amount of money as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee under Section 606. 46 If the Company fails to pay the money it is required to pay the Trustee pursuant to the preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the money so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon such Securities and any Coupons appertaining thereto and collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities and any Coupons appertaining thereto, wherever situated. If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series and any Coupons appertaining thereto by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or such Securities or in aid of the exercise of any power granted herein or therein, or to enforce any other proper remedy. Section 504. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any overdue principal, premium, interest or Additional Amounts) shall be entitled and empowered, by intervention in such proceeding or otherwise, (1) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of the principal and any premium, interest and Additional Amounts owing and unpaid in respect of the Securities and any Coupons appertaining thereto and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents or counsel) and of the Holders of Securities or any Coupons allowed in such judicial proceeding, and (2) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities or any Coupons to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of Securities or any Coupons, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 606. 47 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 a Security or any Coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or Coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or any Coupon in any such proceeding. Section 505. Trustee May Enforce Claims without Possession of Securities or Coupons. All rights of action and claims under this Indenture or any of the Securities or Coupons may be prosecuted and enforced by the Trustee without the possession of any of the Securities or Coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery or judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and every Holder of a Security or Coupon in respect of which such judgment has been recovered. Section 506. Application of Money Collected. Any money collected by the Trustee pursuant to this Article with respect to the Securities of any series shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, or any premium, interest or Additional Amounts, upon presentation of such Securities or the Coupons, if any, appertaining thereto, or both, as the case may be, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under Section 606; SECOND: To the payment of amounts then due and unpaid to the holders of Senior Indebtedness with respect to such series, to the extent required pursuant to the Subordination Provisions established with respect to the Securities of such series pursuant to Section 301(25); THIRD: To the payment of the amounts then due and unpaid upon the Securities and any Coupons for principal and any premium, interest and Additional Amounts in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities and Coupons for principal and any premium, interest and Additional Amounts; FOURTH: The balance, if any, to the Person or Persons entitled thereto. Section 507. Limitations on Suits. No Holder of any Security of any series or any Coupons appertaining thereto shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 48 (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of such series; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or any Security to affect, disturb or prejudice the rights of any other such Holders or Holders of Securities of any other series, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders. Section 508. Unconditional Right of Holders to Receive Principal and any Premium, Interest and Additional Amounts. Notwithstanding any other provision in this Indenture, the Holder of any Security or Coupon shall have the right, which is absolute and unconditional, to receive payment of the principal of, any premium, if any, and (subject to Sections 305 and 307) interest, if any, on and any Additional Amounts with respect to such Security or such Coupon, as the case may be, on the respective Stated Maturity or Maturities therefor specified in such Security or Coupon (or, in the case of redemption, on the Redemption Date or, in the case of repayment pursuant to Article Thirteen hereof at the option of such Holder if provided in or pursuant to this Indenture, on the date such repayment is due) and, in the case of any Security which is convertible into or exchangeable for other securities or property, to convert or exchange, as the case may be, such Security in accordance with its terms, and to institute suit for the enforcement of any such payment and any such right to convert or exchange, and such right shall not be impaired without the consent of such Holder. Section 509. Restoration of Rights and Remedies. If the Trustee or any Holder of a Security or a Coupon has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, the Trustee and each such Holder shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions 49 hereunder, and thereafter all rights and remedies of the Trustee and each such Holder shall continue as though no such proceeding had been instituted. Section 510. Rights and Remedies Cumulative. To the extent permitted by applicable law and except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or Coupons in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security or a Coupon is intended to be exclusive of any other right or remedy, and every right and remedy, to the extent permitted by law, shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by law, prevent the concurrent assertion or employment of any other appropriate right or remedy. Section 511. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security or Coupon to exercise any right or remedy accruing upon any Event of Default shall, to the extent permitted by applicable law, impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to any Holder of a Security or a Coupon may, to the extent permitted by applicable law, be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by such Holder, as the case may be. Section 512. Control by Holders of Securities. The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series and any Coupons appertaining thereto, provided that (1) such direction shall not be in conflict with any rule of law or with this Indenture or with the Securities of any series, (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and (3) such direction is not unduly prejudicial to the rights of the other Holders of Securities of such series not joining in such action. Section 513. Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series on behalf of the Holders of all the Securities of such series and any Coupons appertaining thereto may waive any past default hereunder with respect to such series and its consequences, except 50 (1) a default in the payment of the principal of, any premium or interest on, or any Additional Amounts with respect to, any Security of such series or any Coupons appertaining thereto, or (2) in the case of any Securities which are convertible into or exchangeable for Common Stock or other securities or property, a default in any such conversion or exchange, or (3) a default in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. Section 514. Waiver of Usury, Stay or Extension Laws. The Company covenants that (to the extent that it may lawfully do so) 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 law or any other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company from paying all or any portion of the principal of or premium, if any, or interest, if any on or Additional Amounts, if any, with respect to any Securities as contemplated herein and therein or which may affect the covenants or the performance of this Indenture or the Securities; and the Company (to the extent that it may lawfully do so) 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 or the Holders, but will suffer and permit the execution of every such power as though no such law had been enacted. Section 515. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of any undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and disbursements, against any party litigant in such suit having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 515 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on or Additional Amounts, if any, with respect to any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date, and, in the case of repayment at the option of the Holder pursuant to Article Thirteen hereof, on or after the date for repayment) or for the enforcement of the right, if 51 any, to convert or exchange any Security into Common Stock or other securities in accordance with its terms. ARTICLE SIX THE TRUSTEE Section 601. Certain Rights of Trustee. Subject to Sections 315(a) through 315(d) of the Trust Indenture Act: (1) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or a Company Order (in each case, other than delivery of any Security, together with any Coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 303 which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence shall be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (4) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this Indenture at the request or direction of any of the Holders of Securities of any series or any Coupons appertaining thereto pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon 52 reasonable notice, the books, records and premises of the Company, personally or by agent or attorney; and (7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. Section 602. Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series entitled to receive reports pursuant to Section 703(3), notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any), or interest, if any, on, or Additional Amounts or any sinking fund installment with respect to, any Security of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the best interest of the Holders of Securities and Coupons of such series; and provided, further, that in the case of any default of the character specified in Section 501(4) or 501(9) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. Section 603. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee's certificate of authentication, and in any Coupons shall be taken as the statements of the Company and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or the Coupons, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof. Section 604. May Hold Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other Person that may be an agent of the Trustee or the Company, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other Person. 53 Section 605. Money Held in Trust. Except as provided in Section 403 and Section 1003, money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law and shall be held uninvested. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company. Section 606. Compensation and Reimbursement. The Company agrees: (1) to pay to the Trustee from time to time reasonable compensation for all services rendered by the Trustee hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to the Trustee's negligence or bad faith; and (3) to indemnify the Trustee and its agents for, and to hold them harmless against, any loss, liability or reasonable expense (including, without limitation, the reasonable fees and disbursements of the Trustee's agents, legal counsel, accountants and experts) incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties hereunder, except to the extent that any such loss, liability or expense was due to the Trustee's negligence or bad faith. As security for the performance of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, or premium or interest on or any Additional Amounts with respect to Securities or any Coupons appertaining thereto. Any compensation or expense incurred by the Trustee after a default specified by Section 501(6) or (7) is intended to constitute an expense of administration under any then applicable bankruptcy or insolvency law. "Trustee" for purposes of this Section 606 shall include any predecessor Trustee but the negligence or bad faith of any Trustee shall not affect the rights of any other Trustee under this Section 606. The provisions of this Section 606 shall, to the extent permitted by law, survive any termination of this Indenture (including, without limitation, termination pursuant to any Bankruptcy Laws) and the resignation or removal of the Trustee. 54 Section 607. Corporate Trustee Required; Eligibility. (1) There shall at all times be a Trustee hereunder that is a Corporation, organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act and that has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000 subject to supervision or examination by Federal or state authority. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. (2) The following indenture shall be considered specifically described herein for purposes of clause (i) of the proviso contained in Section 310(b)(1) of the Trust Indenture Act: Indenture dated as of _____ between the Company and _____, as successor trustee; and, pursuant to Section 310(b)(1)(C)(i) of the Trust Indenture Act, unless otherwise ordered by the Commission, an event of default by the Company under this Indenture will not disqualify the Trustee under this Indenture because it is a trustee under such other indenture. Section 608. Resignation and Removal; Appointment of Successor. (1) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee pursuant to Section 609. (2) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 609 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series. (3) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and the Company. (4) If at any time: (a) the Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect to Securities of any series after written request therefor by the Company or any Holder of a Security of such series who has been a bona fide Holder of a Security of such series for at least six months, or (b) the Trustee shall cease to be eligible under Section 607 and shall fail to resign after written request therefor by the Company or any such Holder, or (c) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 55 then, in any such case, (i) the Company, by or pursuant to a Board Resolution, may remove the Trustee with respect to all Securities or the Securities of such series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees. (5) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 609. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 609, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders of Securities and accepted appointment in the manner required by Section 609, any Holder of a Security who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (6) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Registered Securities, if any, of such series as their names and addresses appear in the Security Register and, if Securities of such series are issued as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each Place of Payment located outside the United States. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. Section 609. Acceptance of Appointment by Successor. (1) Upon the appointment hereunder of any successor Trustee with respect to all Securities, such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Trustee; but, on the request of the Company or such 56 successor Trustee, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 1003, shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its claim, if any, provided for in Section 606. (2) Upon the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and such successor Trustee shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, such successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder, and, upon the execution and delivery of such supplemental indenture, the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall have no further responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture with respect to the Securities of that or those series to which the appointment of such successor Trustee relates other than as hereinafter expressly set forth, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities of that or those series to which the appointment of such successor relates and subject to Section 1003 shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, subject to its claim, if any, provided for in Section 606. (3) Upon request of any Person appointed hereunder as a successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (1) or (2) of this Section, as the case may be. 57 (4) No Person shall accept its appointment hereunder as a successor Trustee unless at the time of such acceptance such successor Person shall be qualified and eligible under this Article. Section 610. Merger, Conversion, Consolidation or Succession to Business. Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder (provided that such Corporation shall otherwise be qualified and eligible under this Article), without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated but not delivered by the Trustee then in office, any such successor to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. In case any Securities shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities in either its own name or that of its predecessor Trustee. Section 611. Appointment of Authenticating Agent. The Trustee may appoint one or more Authenticating Agents acceptable to the Company with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption, partial repayment, partial conversion or exchange for Common Stock or other securities or property, or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and, except as provided in or pursuant to this Indenture, shall at all times be a Corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided 58 such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall (i) mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent shall serve, as their names and addresses appear in the Security Register, and (ii) if Securities of the series are issued as Bearer Securities, publish notice of such appointment at least once in an Authorized Newspaper in the place where such successor Authenticating Agent has its principal office if such office is located outside the United States. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. The Company agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to or in lieu of the Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form: This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. --------------------------------------, As Trustee By: ------------------------------------ As Authenticating Agent By: ------------------------------------ Authorized Signatory 59 If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing (which writing need not be accompanied by or contained in an Officers' Certificate of the Company), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect to such series of Securities. ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY Section 701. Company to Furnish Trustee Names and Addresses of Holders. In accordance with Section 312(a) of the Trust Indenture Act, the Company shall furnish or cause to be furnished to the Trustee (1) semi-annually with respect to Securities of each series not later than _____ and _____ of the year or upon such other dates as are set forth in or pursuant to the Board Resolution or indenture supplemental hereto authorizing such series, a list, in each case in such form as the Trustee may reasonably require, of the names and addresses of Holders as of the applicable date, and (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished, provided, however, that so long as the Trustee is the Security Registrar no such list shall be required to be furnished. Section 702. Preservation of Information; Communications to Holders. The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act. Every Holder of Securities or Coupons, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company, the Trustee, any Paying Agent or any Security Registrar shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 312(c) of the Trust Indenture Act, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act. 60 Section 703. Reports by Trustee. (1) Within 60 days after May 15 of each year commencing with the first May 15 following the first issuance of Securities pursuant to Section 301, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15 with respect to any of the events specified in said Sections 313(a) and 313(b)(2) which may have occurred since the later of the immediately preceding May 15 and the date of this Indenture. (2) The Trustee shall transmit the reports required by Section 313(a) of the Trust Indenture Act at the times specified therein. (3) Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust Indenture Act. Section 704. Reports by Company. The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall: (1) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company, with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and (3) transmit within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. 61 ARTICLE EIGHT CONSOLIDATION, MERGER AND SALES Section 801. Company May Consolidate, Etc., Only on Certain Terms. The Company shall not, in any transaction or series of related transactions, consolidate with or merge into any Person or sell, assign, transfer, lease or otherwise convey all or substantially all its properties and assets to any Person, unless: (1) either (A) the Company shall be the continuing Person (in the case of a merger), or (B) the successor Person (if other than the Company) formed by such consolidation or into which the Company is merged or which acquires by sale, assignment, transfer, lease or other conveyance all or substantially all the properties and assets of the Company shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by such successor corporation and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to, all the Outstanding Securities and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed, and which supplemental indenture shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities; (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and (3) either the Company or the successor Person shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. For purposes of the foregoing, any sale, assignment, transfer, lease or other conveyance of all or any of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or another Subsidiary), which, if such properties and assets were owned by the Company, would constitute all or substantially all of the Company's properties and assets, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. 62 Section 802. Successor Person Substituted for Company. Upon any consolidation by the Company with or merger of the Company into any other Person or any sale, assignment, transfer, lease or conveyance of all or substantially all of the properties and assets of the Company to any Person in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such sale, assignment, transfer, lease or other conveyance is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all obligations and covenants under this Indenture, the Securities and the Coupons. ARTICLE NINE SUPPLEMENTAL INDENTURES Section 901. Supplemental Indentures without Consent of Holders. Without the consent of any Holders of Securities or Coupons, the Company (when authorized by or pursuant to a Board Resolution) and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Securities; or (2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (as shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Company with respect to all or any series of Securities issued under this Indenture (as shall be specified in such supplemental indenture or indentures); or (3) to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of, any premium or interest on or any Additional Amounts with respect to Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be exchanged for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated or global form, provided any such action shall not adversely affect the interests of the Holders of Securities of any series or any Coupons appertaining thereto; or (4) to establish the form or terms of Securities of any series and any Coupons appertaining thereto as permitted by Sections 201 and 301, including, without limitation, Subordination Provisions and any conversion or exchange provisions applicable to Securities which are convertible into or exchangeable for other securities or property, and 63 any deletions from or additions or changes to this Indenture in connection therewith (provided that any such deletions, additions and changes shall not be applicable to any other series of Securities then Outstanding); or (5) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 609; or (6) to close this Indenture with respect to the authentication and delivery of additional series of securities, to cure any ambiguity or to correct or supplement any provision herein which may be defective or which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not adversely affect the interests of the Holders of Securities of any series then Outstanding or any Coupons appertaining thereto in any material respect; or (7) to add any additional Events of Default with respect to all or any series of Securities (as shall be specified in such supplemental indenture); or (8) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance, covenant defeasance and/or satisfaction and discharge of any series of Securities pursuant to Article Four, provided that any such action shall not adversely affect the interests of any Holder of a Security of such series and any Coupons appertaining thereto or any other Security or Coupon in any material respect; or (9) to add guarantees for the benefit of the Securities; or (10) to make provisions with respect to conversion or exchange rights of Holders of Securities of any series; or (11) to amend or supplement any provision contained herein or in any supplemental indenture or in any Securities (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture or indentures), provided that such amendment or supplement does not apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision; or (12) in the case of any series of Securities which are convertible into or exchangeable for Common Stock or other securities or property, to safeguard or provide for the conversion or exchange rights, as the case may be, of such Securities in the event of any reclassification or change of outstanding shares of Common Stock or any merger, consolidation, statutory share exchange or combination of the Company with or into another Person or any sale, lease, assignment, transfer, disposition or other conveyance of all or substantially all of the properties and assets of the Company to any other Person or 64 other similar transactions, if expressly required by the terms of such series of Securities established pursuant to Section 301. Section 902. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company (when authorized by or pursuant to a Board Resolution), and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of the Securities of such series or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, that no such supplemental indenture, without the consent of the Holder of each Outstanding Security affected thereby, shall (1) change the Stated Maturity of the principal of, or premium, if any, or any installment of interest, if any, on, or any Additional Amounts, if any, with respect to, any Security, or reduce the principal amount thereof or the premium, if any, thereon or the rate (or modify the calculation of such rate) of interest thereon, or reduce the amount payable upon redemption thereof at the option of the Company or repayment thereof at the option of the Holder, or reduce any Additional Amounts payable with respect thereto, or change the obligation of the Company to pay Additional Amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or adversely affect the right of repayment at the option of any Holder as contemplated by Article Thirteen, or change the Place of Payment where or the Currency in which the principal of, any premium or interest on, or any Additional Amounts with respect to any Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case of repayment pursuant to Article Thirteen at the option of the Holder, on or after the date for repayment) in each case as such Stated Maturity, Redemption Date or date for repayment may, if applicable, be extended in accordance with the terms of such Security or any Coupon appertaining thereto, or in the case of any Security which is convertible into or exchangeable for other securities or property, impair the right to institute suit to enforce the right to convert or exchange such Security in accordance with its terms, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in Section 513 or 1008 of this Indenture, or reduce the requirements of Section 1504 for quorum or voting, or 65 (3) in the case of Securities of any series, modify any of the Subordination Provisions applicable to such Securities or the definition of "Senior Indebtedness" applicable to such Securities in a manner adverse to the Holders of such Securities, or (4) modify any of the provisions of this Section, Section 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, or (5) make any change that adversely affects the right, if any, to convert or exchange any Security for Common Stock or other securities or property in accordance with its terms. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which shall have been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. Anything in this Indenture to the contrary notwithstanding, if more than one series of Securities is Outstanding, the Company shall be entitled to enter into a supplemental indenture under this Section 902 with respect to any one or more series of Outstanding Securities without entering into a supplemental indenture with respect to any other series of Outstanding Securities. It shall not be necessary for any Act of Holders of Securities under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Section 903. Execution of Supplemental Indentures. As a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trust created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel to the effect that the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture has been duly authorized, executed and delivered by, and is a valid, binding and enforceable obligation of, the Company, subject to customary exceptions. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Section 904. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of a Security theretofore or thereafter authenticated and delivered hereunder and of any Coupon appertaining thereto shall be bound thereby. 66 Section 905. Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. Section 906. Effect on Senior Indebtedness. No supplemental indenture shall directly or indirectly modify or eliminate the Subordination Provisions or the definition of "Senior Indebtedness" applicable with respect to the Securities of any series in any manner which might terminate or impair the subordination of such series of Securities to such Senior Indebtedness without the prior written consent of the Holders of such Senior Indebtedness. Section 907. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. ARTICLE TEN COVENANTS Section 1001. Payment of Principal, Premium, Interest and Additional Amounts. The Company covenants and agrees for the benefit of the Holders of the Securities of each series that it will duly and punctually pay the principal of, any premium and interest on and any Additional Amounts with respect to the Securities of such series, whether payable in cash, shares of Common Stock or other securities or property, in accordance with the terms thereof, any Coupons appertaining thereto and this Indenture. Any interest due on any Bearer Security on or before the Maturity thereof, and any Additional Amounts payable with respect to such interest, shall be payable only upon presentation and surrender of the Coupons appertaining thereto for such interest as they severally mature. Section 1002. Maintenance of Office or Agency. The Company shall maintain in each Place of Payment for any series of Securities an Office or Agency where Securities of such series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of such series may be surrendered for registration of transfer or exchange, where Securities of such series that are convertible or exchangeable may be surrendered for conversion or exchange, and where notices and demands to or upon the Company in respect of the Securities of such series relating thereto and this 67 Indenture may be served. If Securities of a series are issuable as Bearer Securities, the Company shall maintain, subject to any laws or regulations applicable thereto, an Office or Agency in a Place of Payment for such series which is located outside the United States where Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment; provided, however, that if the Securities of such series are listed on the London Stock Exchange or the Luxembourg Stock Exchange or any other stock exchange located outside the United States and such stock exchange shall so require, the Company shall maintain a Paying Agent in London, Luxembourg or any other required city located outside the United States, as the case may be, so long as the Securities of such series are listed on such exchange. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such Office or Agency. If at any time the Company shall fail to maintain any such required Office or Agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of such series and any Coupons appertaining thereto may be presented and surrendered for payment at the place specified for the purpose with respect to such Securities as provided in or pursuant to this Indenture, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. Except as otherwise provided in or pursuant to this Indenture, no payment of principal, premium, interest or Additional Amounts with respect to Bearer Securities shall be made at any Office or Agency in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, if amounts owing with respect to any Bearer Securities shall be payable in Dollars, payment of principal of, any premium or interest on and any Additional Amounts with respect to any such Security may be made at the Corporate Trust Office of the Trustee or any Office or Agency designated by the Company in the Borough of Manhattan, The City of New York, if (but only if) payment of the full amount of such principal, premium, interest or Additional Amounts at all offices outside the United States maintained for such purpose by the Company in accordance with this Indenture is illegal or effectively precluded by exchange controls or other similar restrictions. The Company may also from time to time designate one or more other Offices or Agencies where the Securities of one or more series 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 each Place of Payment for Securities of any series for such purposes. The Company shall 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. Unless otherwise provided in or pursuant to this Indenture, the Company hereby designates the Borough of Manhattan, the City of New York as a Place of Payment for each series of Securities, initially appoints the Corporate Trust Office of the Trustee in the Borough of Manhattan, the City of New York as the Company's Office or Agency in the Borough of Manhattan, The City of New York for such purpose and initially appoints the Trustee as the Security Registrar for each series of Securities and, if the Securities of any series are convertible into or exchangeable for Common Stock or other securities or property, initially appoints the 68 Trustee as conversion or exchange agent, as the case may be, for the Securities of such series. The Company may subsequently appoint a different Office or Agency in the Borough of Manhattan, The City of New York and, as provided in Section 305, may remove and replace from time to time the Security Registrar. Section 1003. Money for Securities Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it shall, on or before each due date of the principal of, any premium or interest on, or any Additional Amounts with respect to any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the Currency or Currencies in which the Securities of such series are payable sufficient to pay the principal, any premium, interest and Additional Amounts, as the case may be, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and shall promptly notify the Trustee of its action or failure so to act. Whenever the Company shall have one or more Paying Agents for any series of Securities, it shall, on or prior to each due date of the principal of, or any premium or interest on or any Additional Amounts with respect to, any Securities of such series, deposit with any Paying Agent a sum (in the Currency or Currencies described in the preceding paragraph) sufficient to pay the principal, premium, interest and Additional Amounts, as the case may be, so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company shall cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent shall: (1) hold all sums held by it for the payment of the principal of, any premium or interest on or any Additional Amounts with respect to Securities of such series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as provided in or pursuant to this Indenture; (2) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in the making of any payment of principal, any premium or interest on or any Additional Amounts with respect to the Securities of such series; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. To the extent that the terms of any Securities established pursuant to Section 301 provide that any principal of, or premium or interest, if any, on or any Additional Amounts with respect to any such Securities is or may be payable in Common Stock or other securities or property, then the provisions of this Section 1003 shall apply, mutatis mutandis, to such Common Stock or other securities or property. 69 The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums. Except as otherwise provided herein or pursuant hereto, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, any premium or interest on or any Additional Amounts with respect to any Security of any series or any Coupon appertaining thereto and remaining unclaimed for two years after such principal or such premium or interest or Additional Amount shall have become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security or any Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, not later than 30 days after the Company's request for such repayment, at the expense of the Company cause to be published once, in an Authorized Newspaper in each Place of Payment for such series or to be mailed to Holders of Registered Securities of such series, or both, 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 nor shall it be earlier than two years after such principal and any premium or interest or Additional Amounts shall have become due and payable, any unclaimed balance of such money then remaining will be repaid to the Company. Section 1004. Additional Amounts. If any Securities of a series provide for the payment of Additional Amounts, the Company agrees to pay to the Holder of any such Securities or any Coupon appertaining thereto Additional Amounts as provided in or pursuant to this Indenture or such Securities. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or any Coupon, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of any series, if the Securities of a series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned 70 Officers' Certificate, the Company shall furnish to the Trustee and the Paying Agent or Paying Agents, if other than the Trustee, an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest, if any, on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of such series or pursuant to Section 301 with respect to the Securities of such series. If any such withholding or deduction shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on or deducted from such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. Nothing in this Section 1004 or elsewhere in this Indenture shall limit the obligation of the Company to pay Additional Amounts with respect to the Securities of any series pursuant to the terms, if any, established pursuant to Section 301 with respect to the Securities of such series. Section 1005. Corporate Existence. Subject to Article Eight, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) the corporate existence of the Company, (ii) the existence (corporate or other) of each Significant Subsidiary of the Company and (iii) the rights (charter and statutory), licenses and franchises of the Company and each of its Significant Subsidiaries; provided, however, that the Company shall not be required to preserve the existence (corporate or other) of any of its Significant Subsidiaries or any such right, license or franchise of the Company or any of its Significant Subsidiaries if the Board of Directors of the Company determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Significant Subsidiaries taken as a whole and that the loss thereof will not be disadvantageous in any material respect to the Holders. Section 1006. Maintenance of Properties. The Company will, and will cause each Significant Subsidiary to, cause all its properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company or any Significant Subsidiary from discontinuing the operation and maintenance of any of their respective properties if such discontinuance is, in the judgment of the Board of Directors of the Company or of any Significant Subsidiary, as the case may be, desirable in the conduct of its business. 71 Section 1007. Payment of Taxes and Other Claims. The Company will, and will cause each Significant Subsidiary to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments and governmental charges levied or imposed upon it or upon its income, profits or property, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon its property; provided, however, that neither the Company nor any Significant Subsidiary shall be required to pay or discharge or cause to be paid or discharged any such material tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. Section 1008. Waiver of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1002 to 1007, inclusive, with respect to the Securities of any series and, if expressly provided pursuant to Section 301(18), any additional covenants applicable to the Securities of such series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series, by Act of such Holders, either shall waive such compliance in such instance or generally shall have waived compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. Section 1009. Company Statement as to Compliance. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not be contained in or accompanied by an Officers' Certificate) signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company, stating whether or not, to the best of his or her knowledge, the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to notice requirements or periods of grace) and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge. ARTICLE ELEVEN REDEMPTION OF SECURITIES Section 1101. Applicability of Article. Redemption of Securities of any series at the option of the Company as permitted or required by the terms of such Securities shall be made in accordance with the terms of such Securities and (except as otherwise provided herein or pursuant hereto) this Article. 72 Section 1102. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all of the Securities of any series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed and, in the event that the Company shall determine that the Securities of any series to be redeemed shall be selected from Securities of such series having the same issue date, interest rate or interest rate formula, Stated Maturity and other terms (the "Equivalent Terms"), the Company shall notify the Trustee of such Equivalent Terms. In the case of any redemption of Securities (A) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture or (B) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish to the Trustee an Officers' Certificate evidencing compliance with such restriction or condition. Section 1103. Selection by Trustee of Securities to be Redeemed. If less than all of the Securities of any series are to be redeemed or if less than all of the Securities of any series with Equivalent Terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series or from the Outstanding Securities of such series with Equivalent Terms, as the case may be, not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal amount of Registered Securities of such series; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security of such series not redeemed to less than the minimum denomination for a Security of such series established herein or pursuant hereto. The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal of such Securities which has been or is to be redeemed. Unless otherwise specified in or pursuant to this Indenture or the Securities of any series, if any Security selected for partial redemption is converted or exchanged for Common Stock or other securities or property in part before termination of the conversion or exchange right with respect to the portion of the Security so selected, the converted or exchanged portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted or exchanged during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection. 73 Section 1104. Notice of Redemption. Notice of redemption shall be given in the manner provided in Section 106, not less than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice by mailing in the manner herein provided to the Holder of any Registered Securities designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portions thereof. Any notice that is mailed to the Holder of any Registered Securities in the manner herein provided shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice. All notices of redemption shall state: (1) the Redemption Date, (2) the Redemption Price, (3) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Security or Securities to be redeemed, (4) that, in case any Security is to be redeemed in part only, on and after the Redemption Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed, (5) that, on the Redemption Date, the Redemption Price shall become due and payable upon each such Security or portion thereof to be redeemed, together (if applicable) with accrued and unpaid interest, if any, thereon (subject, if applicable, to the provisos to the first paragraph of Section 1106), and, if applicable, that interest thereon shall cease to accrue on and after said date, (6) the place or places where such Securities, together (in the case of Bearer Securities) with all Coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and any accrued interest and Additional Amounts pertaining thereto, (7) that the redemption is for a sinking fund, if such is the case, (8) that, unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied by all Coupons maturing subsequent to the date fixed for redemption or the amount of any such missing Coupon or Coupons will be deducted from the Redemption Price, unless security or indemnity satisfactory to the Company, the Trustee and any Paying Agent is furnished, 74 (9) if Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer Securities may be exchanged for Registered Securities not subject to redemption on the Redemption Date pursuant to Section 305 or otherwise, the last date, as determined by the Company, on which such exchanges may be made, (10) in the case of Securities of any series that are convertible or exchangeable into Common Stock or other securities or property, the then current conversion or exchange price or rate, the date or dates on which the right to convert or exchange the principal of the Securities of such series to be redeemed will commence or terminate, as applicable, and the place or places where and the Persons to whom such Securities may be surrendered for conversion or exchange, (11) the CUSIP number or the Euroclear or the Cedel reference numbers of such Securities, if any (or any other numbers used by a Depository to identify such Securities), and (12) if the Redemption Price or any portion thereof shall be payable, at the option of the Company or any Holders, in cash or in Common Stock or other securities or property (or a combination thereof), a statement as to whether the Company has elected to pay the Redemption Price in cash or Common Stock or other securities or property or a combination thereof and, if applicable, the portion of the Redemption Price that is to be paid in cash, common stock or other securities or property. A notice of redemption published as contemplated by Section 106 need not identify particular Registered Securities to be redeemed. Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. Section 1105. Deposit of Redemption Price. On or prior to noon (local time in New York City) on any Redemption Date, the Company shall deposit, with respect to the Securities of any series called for redemption pursuant to Section 1104, with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise specified pursuant to Section 301 for or in the Securities of such series) any accrued interest on and Additional Amounts with respect to, all such Securities or portions thereof which are to be redeemed on that date, except that, if the Securities of such series are convertible or exchangeable into Common Stock or other securities or property, no such deposit shall be required with respect to any such Securities (or portions thereof) which have been converted or exchanged prior to such Redemption Date. 75 Section 1106. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed (except, in the case of Securities which are convertible or exchangeable into Common Stock or other securities or property, any such Securities which shall have been so converted or exchanged prior to the applicable Redemption Date) shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, together with (unless otherwise provided with respect to the Securities of such series pursuant to Section 301) accrued and unpaid interest, if any, thereon and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall cease to bear interest and the Coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all Coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with, unless otherwise provided in or pursuant to this Indenture, any accrued and unpaid interest thereon and Additional Amounts with respect thereto to but excluding the Redemption Date; provided, however, that, except as otherwise provided in or pursuant to this Indenture or the Bearer Securities of such series, installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon presentation and surrender of Coupons for such interest (at an Office or Agency located outside the United States except as otherwise provided in Section 1002), and provided, further, that, except as otherwise specified in or pursuant to this Indenture or the Registered Securities of such series, installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the Regular Record Dates therefor according to their terms and the provisions of Section 307. If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price or, at the option of the Company, after payment to the Trustee for the benefit of the Company of, an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing Coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that any interest or Additional Amounts represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an Office or Agency for such Security located outside of the United States except as otherwise provided in Section 1002. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium, until paid, shall bear interest from the Redemption Date at the rate prescribed therefor in the Security or, if no rate is prescribed therefor in the Security, at the rate of interest, if any, borne by such Security. 76 Section 1107. Securities Redeemed in Part. Any Registered Security which is to be redeemed only in part shall be surrendered at any Office or Agency for such Security (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 deliver to the Holder of such Security without service charge, a new Registered Security or Securities of the same series, containing identical terms and provisions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a Security in global form is so surrendered, the Company shall execute, and the Trustee shall authenticate and deliver to the Depository for such Security in global form as shall be specified in the Company Order with respect thereto to the Trustee, without service charge, a new Security in global form in a denomination equal to and in exchange for the unredeemed portion of the principal of the Security in global form so surrendered. ARTICLE TWELVE SINKING FUNDS Section 1201. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise permitted or required in or pursuant to this Indenture or any Security of such series issued pursuant to this Indenture. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of Securities of such series is herein referred to as an "optional sinking fund payment". If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series and this Indenture. Section 1202. Satisfaction of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any series to be made pursuant to the terms of such Securities (1) deliver Outstanding Securities of such series (other than any of such Securities previously called for redemption or any of such Securities in respect of which cash shall have been released to the Company), together in the case of any Bearer Securities of such series with all unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such series of Securities or through the application of permitted optional sinking fund payments pursuant to the terms of 77 such Securities, provided that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities of any series in lieu of cash payments pursuant to this Section 1202, the principal amount of Securities of such series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such series for redemption, except upon Company Request, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at the request of the Company from time to time pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that series purchased by the Company having an unpaid principal amount equal to the cash payment requested to be released to the Company. Section 1203. Redemption of Securities for Sinking Fund. Not less than 75 days prior to each sinking fund payment date for any series of Securities, the Company shall deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so credited and not theretofore delivered. If such Officers' Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified. Not less than 60 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS Section 1301. Applicability of Article. Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance with the terms of the Securities of such series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 309, shall not operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities unless and until the Company, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be cancelled. Notwithstanding anything to the 78 contrary contained in this Section 1301, in connection with any repayment of Securities, the Company may arrange for the purchase of any Securities by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities on or before the applicable repayment date an amount not less than the repayment price payable by the Company on repayment of such Securities, and the obligation of the Company to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers. Unless otherwise expressly stated in this Indenture or pursuant to Section 301 with respect to the Securities of any series or unless the context otherwise requires, all references in this Indenture to the repayment of Securities at the option of the Holders thereof (and all references of like import) shall be deemed to include a reference to the repurchase of Securities at the option of the Holders thereof. ARTICLE FOURTEEN SECURITIES IN FOREIGN CURRENCIES Section 1401. Applicability of Article. Whenever this Indenture provides for (i) any action by, or the determination of any of the rights of, Holders of Securities of any series in which not all of such Securities are denominated in the same Currency or (ii) any distribution to Holders of Securities of any series in which not all of such Securities are denominated in the same Currency, in the absence of any provision to the contrary in or pursuant to this Indenture or the Securities of such series, any amount in respect of any Security denominated in a Currency other than Dollars shall be treated for any such action, determination or distribution as that amount of Dollars that could be obtained for such amount on such reasonable basis of exchange and as of the record date with respect to Registered Securities of such series (if any) for such action, determination or distribution (or, if there shall be no applicable record date, such other date reasonably proximate to the date of such distribution) as the Company may specify in a written notice to the Trustee or, in the absence of such written notice, as the Trustee may determine. ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES Section 1501. Purposes for Which Meetings May Be Called. A meeting of Holders of Securities of any series may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other Act provided by this Indenture to be made, given or taken by Holders of Securities of such series. 79 Section 1502. Call, Notice and Place of Meetings. (1) The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1501, to be held at such time and at such place in the Borough of Manhattan, The City of New York, or, if Securities of such series have been issued in whole or in part as Bearer Securities, in London or in such place outside the United States as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting. (2) In case at any time the Company (by or pursuant to a Board Resolution) or the Holders of at least 10% in principal amount of the Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1501, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed notice of or made the first publication of the notice of such meeting within 21 days after receipt of such request (whichever shall be required pursuant to Section 106) or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or, if Securities of such series are to be issued as Bearer Securities, in London for such meeting and may call such meeting for such purposes by giving notice thereof as provided in clause (1) of this Section. Section 1503. Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. Section 1504. Quorum; Action. The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting or duly reconvened meeting of Holders of Securities of such series; provided, however, that if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of at least 66-2/3% in principal amount of the Outstanding Securities of a series, the Persons entitled to vote 66-2/3% in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting 80 may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(1), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum. Except as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that series; provided, however, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other Act which this Indenture expressly provides may be made, given or taken by the Holders of at least 66-2/3% in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid only by the affirmative vote of the Holders of at least 66-2/3% in principal amount of the Outstanding Securities of that series; and provided, further, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other Act which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of such series. Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be binding on all the Holders of Securities of such series and the Coupons appertaining thereto, whether or not such Holders were present or represented at the meeting. Section 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings. (1) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of such series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof. 81 (2) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by Holders of Securities as provided in Section 1502(2), in which case the Company or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. (3) At any meeting, each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. If the Securities of such series are issuable in minimum denominations of less than $1,000, then a Holder of such a Security in a principal amount of less than $1,000 shall be entitled to a fraction of one vote which is equal to the fraction that the principal amount of such Security bears to $1,000. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. (4) Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting; and the meeting may be held as so adjourned without further notice. Section 1506. Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 82 ARTICLE SIXTEEN SUBORDINATION OF SECURITIES Section 1601. Agreement to Subordinate. The Company, for itself, its successors and assigns, covenants and agrees, and each Holder of Securities of any series by his acceptance thereof, likewise covenants and agrees, that the payment of the principal of (and premium, if any) and interest, if any, on, and Additional Amounts, if any, in respect of each and all of the Securities of such series shall be expressly subordinated, to the extent and in the manner provided in the Subordination Provisions established with respect to the Securities of such series pursuant to Section 301(25) hereof, in right of payment to the prior payment in full of all Senior Indebtedness with respect to such series. * * * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 83 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed, all as of the day and year first above written. PULTE HOMES, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SEAL] Attest: ----------------------------- - ------------------------------------- Name: ------------------------------- Title: ------------------------------ ---------------------------------------, as Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [SEAL] Attest: ----------------------------- - ------------------------------------- Name: ------------------------------- Title: ------------------------------ 84 ~~EX-5.(A) 3 k05033exv5wxay.htm OPINION OF SIDLEY AUSTIN LLP exv5wxay~~

Exhibit 5(a)

SIDLEY AUSTIN LLP
BEIJING GENEVA SAN FRANCISCO

ONE SOUTH DEARBORN
BRUSSELS HONG KONG SHANGHAI

CHICAGO, IL 60603
CHICAGO LONDON SINGAPORE

(312) 853 7000
DALLAS LOS ANGELES TOKYO

(312) 853 7036 FAX
FRANKFURT NEW YORK WASHINGTON, DC

FOUNDED 1866

May 8, 2006

Pulte Homes, Inc.
100 Bloomfield Hills Parkway, Suite 300
Bloomfield Hills, MI 48304

Re:
Pulte Homes, Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-3 (the “Registration Statement”) being filed by Pulte Homes, Inc., a Michigan corporation (the “Company”), and the Additional Registrants (as defined in the Registration Statement) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of an unlimited amount of: (i) shares of the Company’s common stock, $0.01 par value (“the Common Stock”); (ii) debt securities of the Company (the “Debt Securities”), which may be unsecured senior debt securities (the “Senior Debt Securities”) and/or unsecured subordinated debt securities (the “Subordinated Debt Securities”), and which Senior Debt Securities will be guaranteed (the “Guarantees”) by the Additional Registrants (the “Guarantors”); (iii) warrants to purchase Common Stock, Debt Securities or other securities of the Company (the “Warrants”); (iv) shares of the Company’s Preferred Stock, $0.01 par value (the “Preferred Stock”), which may be represented by depositary shares (“Depositary Shares”); (v) stock purchase contracts (the “Stock Purchase Contracts”); and (vi) stock purchase units (the “Stock Purchase Units” and, together with the Common Stock, Debt Securities, Guarantees, Warrants, Preferred Stock, Depositary Shares and Stock Purchase Contracts, the “Securities”). The Securities were authorized for issuance, offering and sale by the Board of Directors of the Company by resolutions duly adopted on May 4, 2006 (the “Resolutions”). Unless otherwise specified in the applicable prospectus supplement, the Senior Debt Securities will be issued pursuant to one or more indenture supplements (each, an “Indenture Supplement”) to be entered into under the Indenture (the “Senior Indenture”) dated as of October 24, 1995 between the Company and J.P. Morgan Trust Company, National Association, as Trustee (the “Trustee”), and the Subordinated Debt Securities will be issued under one or more indentures (each, a “Subordinated Indenture”), between the Company and a trustee (the “Subordinated Trustee”), substantially in the form filed as an exhibit to the Registration Statement.

In rendering the opinions expressed below, we have examined and relied upon a copy of the Registration Statement and the exhibits filed therewith. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of government officials and other instruments, and have examined such questions of law and have satisfied ourselves to such matters of fact, as we have considered relevant and necessary as a basis for this letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships

Pulte Homes, Inc.
May 8, 2006
Page 2

capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination.

          Based on the foregoing, we are of the opinion that:

          1. With respect to an offering of shares of Common Stock, such shares of Common Stock will be legally issued, fully paid and nonassessable when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act; (ii) a prospectus supplement with respect to the sale of such shares of Common Stock shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) the Company’s Board of Directors (the “Company Board”) shall have duly adopted final resolutions in conformity with the Articles of Incorporation of the Company and the Resolutions authorizing the issuance and sale of such shares of Common Stock; and (iv) certificates representing such shares of Common Stock shall have been duly executed, countersigned and registered and duly delivered in accordance with the applicable definitive purchase, underwriting or similar agreement upon payment of the consideration therefor provided for therein.

          2. If shares of Common Stock are issuable upon conversion, exercise or exchange of Warrants or Stock Purchase Contracts, as applicable, the shares of Common Stock issuable upon conversion, exchange or exercise will be legally issued, fully paid and nonassessable when certificates representing such shares of Common Stock shall have been duly executed, countersigned and registered and duly delivered in accordance with the applicable Warrant or Stock Purchase Contract, as applicable, upon receipt of the consideration therefor provided for therein, assuming: (i) that the conversion, exercise or exchange of the Warrant or Stock Purchase Contract, as applicable, is in accordance with its terms, for the consideration approved by the Company Board in conformity with the Resolutions; and (ii) that a sufficient number of shares of Common Stock is authorized and reserved and available for issuance.

          3. Each series of Debt Securities will be legally issued and binding obligations of the Company (subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity, regardless of whether considered in a proceeding in equity or at law) when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act and, in the case of Subordinated Debt Securities, the Subordinated Indenture (including any necessary indenture supplement) shall have been qualified under the Trust Indenture Act of 1939, as amended; (ii) a prospectus supplement with respect to such series of Debt Securities shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) the Company Board or a duly authorized committee thereof shall have duly adopted final resolutions in conformity with the Resolutions authorizing the issuance and sale of such series of Debt Securities and, in the case of Senior Debt Securities, the execution and delivery of an Indenture Supplement relating thereto and, in the case of Subordinated Debt Securities, the execution and delivery of a

Pulte Homes, Inc.
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Subordinated Indenture (including any necessary indenture supplement); (iv) in the case of Senior Debt Securities, any Indenture Supplement relating thereto shall have been executed and delivered by the Company, each of the Guarantors and the Trustee; (v) in the case of Subordinated Debt Securities, the Subordinated Indenture (including any necessary indenture supplement) shall have been executed by the Company and the Subordinated Trustee; and (vi) such Debt Securities shall have been duly executed and authenticated and issued as provided in the Senior Indenture, the Subordinated Indenture and any applicable indenture supplement, as the case may be, and such resolutions and shall have been duly delivered to the purchasers thereof against payment of the agreed consideration therefor.

          4. The Guarantees will be legally issued and binding obligations of the Guarantors (subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law) when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act; (ii) a prospectus supplement with respect to such Guarantees and the Senior Debt Securities to which they relate shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) an Indenture Supplement relating thereto shall have been executed and delivered by the Company, each of the Guarantors and the Trustee; (iv) the Senior Debt Securities to which such Guarantees relate shall have been duly issued as set forth in paragraph 3 above; (v) the board of directors (or similar governing body) of each Guarantor shall have duly adopted final resolutions in conformity with the Certificate of Incorporation (or similar organizational document) of such Guarantor authorizing the execution and delivery of such Indenture Supplement and the issuance of such Guarantees as contemplated by the Registration Statement and any prospectus supplement relating thereto; and (vi) such Guarantees shall have been duly executed, countersigned and issued in accordance with the Senior Indenture, such Indenture Supplement and such resolutions and shall have been delivered to the purchasers of the Senior Debt Securities to which such Guarantees relate against payment of the agreed consideration therefor.

          5. Each issue of Warrants will be legally issued and binding obligations of the Company (subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity, regardless of whether considered in a proceeding in equity or at law) when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act; (ii) a prospectus supplement with respect to such issue of Warrants shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) a warrant agreement (the “Warrant Agreement”) relating to such issue of Warrants shall have been duly authorized, executed and delivered by the Company and duly executed and delivered by the warrant agent; (iv) the Company Board or a duly authorized committee thereof shall have duly adopted final resolutions in conformity with the Articles of Incorporation of the Company and the Resolutions authorizing the execution and delivery of the

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Warrant Agreement and the issuance and sale of such issue of Warrants as contemplated by the Registration Statement, any prospectus supplement relating thereto and such Warrant Agreement; and (v) such Warrants shall have been duly executed, countersigned and issued in accordance with such Warrant Agreement and such resolutions and shall have been delivered to the purchasers thereof against payment of the agreed consideration therefor.

          6. Each series of Preferred Stock will be legally issued, fully paid and nonassessable when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act; (ii) a prospectus supplement with respect to the sale of such series of Preferred Stock shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) the Company Board shall have duly adopted final resolutions in conformity with the Articles of Incorporation of the Company and the Resolutions establishing the designations, preferences, rights, qualifications, limitations or restrictions of such series of Preferred Stock and authorizing the issuance and sale of such series of Preferred Stock; (iv) the Company shall have filed with the Secretary of State of the State of Michigan an amendment to its Articles of Incorporation duly executed on behalf of the Company with respect to such series of Preferred Stock in conformity with the Articles of Incorporation of the Company; and (v) certificates representing such series of Preferred Stock shall have been duly executed, countersigned and registered and duly delivered to the purchasers thereof against payment of the agreed consideration therefor in excess of the par value of such series of Preferred Stock.

          7. The Depositary Shares will be legally issued and entitle the holders thereof to the rights specified in the Depositary Shares and the deposit agreement relating to the Depositary Shares (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity, regardless of whether considered in a proceeding in equity or at law) when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act; (ii) a prospectus supplement with respect to the Depositary Shares and the series of Preferred Stock underlying such Depositary Shares shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) a deposit agreement relating to such Depositary Shares (a “Deposit Agreement”) shall have been duly authorized, executed and delivered by the Company and duly executed and delivered by the preferred stock depositary; (iv) the Company Board or a duly authorized committee thereof shall have duly adopted final resolutions in conformity with the Articles of Incorporation of the Company and the Resolutions establishing the designations, preferences, rights, qualifications, limitations or restrictions of the series of Preferred Stock underlying the Depositary Shares and authorizing the issuance and sale of such series of Preferred Stock; (v) the Company shall have filed with the Secretary of State of the State of Michigan a Certificate of Designation duly executed on behalf of the Company with respect to the series of Preferred Stock underlying the Depositary Shares in conformity with the Articles of Incorporation of the Company; (vi) certificates representing such series of Preferred Stock shall have been duly executed, countersigned and registered and duly delivered against payment of the agreed consideration therefor in excess of the par value of such series of Preferred Stock and (vii) the depositary

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receipts evidencing Depositary Shares shall have been duly executed and delivered by the preferred stock depositary in the manner set forth in the Deposit Agreement.

          8. The Stock Purchase Contracts and/or the Stock Purchase Units will be legally issued and binding obligations of the Company (subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law) when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act; (ii) a prospectus supplement with respect to such Stock Purchase Contracts and/or Stock Purchase Units shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) such Stock Purchase Contracts and/or Stock Purchase Units shall have been duly authorized, executed and delivered by the parties thereto; (iv) the Company Board or a duly authorized committee thereof shall have duly adopted final resolutions in conformity with the Articles of Incorporation of the Company (if applicable) and the Resolutions authorizing the execution, delivery, issuance and sale of such Stock Purchase Contracts and/or Stock Purchase Units as contemplated by the Registration Statement or any prospectus supplement relating thereto; (v) any Debt Securities and/or debt obligations of third parties issued as a security for the relevant Stock Purchase Contract and/or as part of the relevant Stock Purchase Units are duly authorized and validly issued; and (vi) certificates representing such Stock Purchase Contracts and/or Stock Purchase Units shall have been duly executed, countersigned and registered and shall have been delivered to the purchasers thereof against payment of the agreed consideration therefor.

          For the purposes of this letter, we have assumed that, at the time of the issuance, sale and delivery of each share of Common Stock, each series of Debt Securities, each issue of Guarantees, each issue of Warrants, each share of Preferred Stock and each issue of Stock Purchase Contracts and/or Stock Purchase Units, as the case may be: (i) any Securities being offered will be issued and sold as contemplated in the Registration Statement or the prospectus supplement relating thereto; (ii) the terms of any Security (other than Common Stock) will not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, and will comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company; (iii) the authorization thereof by the Company will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity, legally binding character or enforceability thereof; (iv) in the case of the issue of the Debt Securities, the Senior Indenture or the form of Subordinated Indenture, as the case may be, will not have been modified or amended; (v) in the case of the issue of Warrants, the terms and conditions of the Warrants and the related Warrant Agreement will be expressly as contemplated in the prospectus supplement relating thereto; (vi) in the case of the issue of Depositary Shares, the terms and conditions of the Depositary Shares and the underlying Preferred Stock and the related Depositary Agreement will be expressly contemplated in the prospectus supplement relating thereto; and (vii) the Articles of Incorporation of the Company, as currently in effect, will not have been modified or amended and will be in full force and effect. We have further assumed that each

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Warrant Agreement, each Deposit Agreement, the Subordinated Indenture, each indenture supplement and each Stock Purchase Contract and/or Stock Purchase Unit will be governed by the laws of the State of New York. With respect to any instrument or agreement executed or to be executed by any party, we have assumed, to the extent relevant to the opinions set forth herein, that (i) such party (if not a natural person) has been duly formed or organized and is validly existing and in good standing under the laws of its jurisdiction of formation or organization and (ii) such party has full right, power and authority to execute, deliver and perform its obligations under each instrument or agreement to which it is a party and each such instrument or agreement has been duly authorized (if applicable), executed and delivered by, and is a valid, binding and enforceable agreement or obligation, as the case may be, of such party. We have also assumed that no event has occurred or will occur that would cause the release of the Guarantee by any Guarantor under the terms of the Senior Indenture.

          We hereby consent to the filing of this letter as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations promulgated thereunder.

Very truly yours,

/s/ Sidley Austin LLP

EX-12.(A) 4 k05033exv12wxay.txt COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES . . . EXHIBIT 12(a) PULTE HOMES, INC. RATIO OF EARNINGS TO FIXED CHARGES
THREE MONTHS ENDED MARCH 31, YEARS ENDED DECEMBER 31, ------------------------- ------------------------------------------------------------------- 2006 2005 2005 2004 2003 2002 2001(a) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Earnings: Income from continuing operations before taxes ...... $ 417,544 $ 346,897 $ 2,277,014 $ 1,592,324 $ 994,008 $ 722,686 $ 493,545 Add: Fixed Charges ................. 69,906 63,599 274,156 231,252 202,716 185,372 137,982 Amortization of Capitalized Interest ..................... 41,169 30,544 179,585 133,049 78,708 48,697 36,006 Subtract: Capitalized Interest .......... (56,624) (40,664) (185,792) (156,056) (136,308) (123,086) (80,399) Distributions in excess (less than) earnings of affiliates ................... 864 (4,056) 10,670 (21,625) (36,186) (7,716) (13,546) ----------- ----------- ----------- ----------- ----------- ----------- ----------- Income as adjusted ............ $ 472,859 $ 396,320 $ 2,555,633 $ 1,778,944 $ 1,102,938 $ 825,953 $ 573,588 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Fixed Charges: Interest expensed and capitalized .................. 63,802 58,460 250,026 212,418 186,339 169,255 125,949 Portion of rents representative of interest factor ........... 6,104 5,139 24,130 18,834 16,377 16,117 12,033 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Fixed charges ................. $ 69,906 $ 63,599 $ 274,156 $ 231,252 $ 202,716 $ 185,372 $ 137,982 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Ratio of earnings to fixed charges (b), (c) ............. 6.76 6.23 9.32 7.69 5.44 4.46 4.16 =========== =========== =========== =========== =========== =========== ===========
- ---------- Note: The ratios of earnings to fixed charges set forth above are computed on a total enterprise basis, except for our discontinued thrift operations, Mexico homebuilding operations, and Argentina operations, which have been excluded. Fixed charges include interest incurred and a portion of rent expense, which represents the estimated interest factor and amortization of debt expense. (a) Calculations for 2001 include the operations of Del Webb Corporation since July 31, 2001, the date on which our merger with Del Webb Corporation closed. (b) In January 2005, the Company sold all of its Argentina operations. For all periods reported, the Argentina operations have been presented as discontinued operations. (c) In December 2005, the Company sold substantially all of its Mexico homebuilding operations. For all periods reported, the Mexico homebuilding operations have been presented as discontinued operations. EX-23.(B) 5 k05033exv23wxby.htm CONSENT OF ERNST & YOUNG LLP exv23wxby

Exhibit 23(b)

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Pulte Homes, Inc. for the registration of various debt and equity securities and to the incorporation by reference therein of our reports dated January 30, 2006, with respect to the consolidated financial statements of Pulte Homes, Inc., Pulte Homes, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Pulte Homes, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
Detroit, Michigan
May 5, 2006

EX-25.(A) 6 k05033exv25wxay.txt FORM T-1 EXHIBIT 25(A) SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ---------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ---------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 312(b) ---------- J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) ______________________________ 95-4655078 (State of incorporation (I.R.S. employer if not a national bank) identification No.)

1999 Avenue of the Stars 26th Floor Los Angeles, California 90067 (Address of principal executive offices) (Zip Code)

Christopher C. Holly Assistant General Counsel 227 West Monroe Street Chicago, Illinois 60606 Tel: (312) 267-5063 (Name, address and telephone number of agent for service) ---------- PULTE HOMES, INC. (Exact name of obligor as specified in its charter) MICHIGAN 38-2766606 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.)

~~100 Bloomfield Hills Parkway, Suite 300 Bloomfield Hills, Michigan 48304 (Address of principal executive offices) (Zip Code)~~

Debt Securities (Title of the indenture securities) ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the trustee, describe each such affiliation. None. NO RESPONSES ARE INCLUDED FOR ITEMS 3-15 OF THIS FORM T-1 BECAUSE THE OBLIGOR IS NOT IN DEFAULT AS PROVIDED UNDER ITEM 13. ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this statement of eligibility. Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2). Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 5. Not Applicable Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act. Exhibit 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not Applicable Exhibit 9. Not Applicable 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust Company, National Association has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 3rd day of May, 2006. J. P. Morgan Trust Company, National Association By /s/ George N. Reaves ------------------------------------- Authorized Officer 3 EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT May 3, 2006 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: In connection with the qualification of an indenture between Pulte Homes, Inc. and J.P. Morgan Trust Company, National Association, as trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION By /s/ George N. Reaves ------------------------------------- Authorized Officer 4 EXHIBIT 7. Report of Condition of the Trustee. J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION STATEMENT OF CONDITION 31-DEC-05
($000) ------- ASSETS Cash and Due From Banks 25,733 Securities 215,596 Loans and Leases 135,923 Premises and Fixed Assets 6,802 Intangible Assets 349,515 Goodwill 202,094 Other Assets 47,157 ------- TOTAL ASSETS 982,820 ======= LIABILITIES Deposits 96,108 Other Liabilities 54,523 ------- TOTAL LIABILITIES 150,631 EQUITY CAPITAL Common Stock 600 Surplus 701,587 Retained Earnings 130,002 ------- TOTAL EQUITY CAPITAL 832,189 ------- TOTAL LIABILITIES AND EQUITY CAPITAL 982,820 =======
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