8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 10, 2006

Pulte Homes, Inc.

(Exact name of registrant as specified in its charter)

Michigan
(State or other jurisdiction
of incorporation) 001-09804
(Commission
File Number) 38-2766606
(I.R.S. Employer
Identification No.)

100 Bloomfield Hills Parkway, Suite
300, Bloomfield Hills, Michigan
(Address of principal executive offices)
48304
(Zip Code)

Registrant’s telephone number, including area code: 248-647-2750

Not Applicable

Former name or former address, if changed since last report

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Underwriting Agreement, dated May 10, 2006

Form of Indenture Supplement

7.375% Senior Note due 2046

Opinion of Sidley Austin LLP

Item 8.01 Other Events.

On May 10, 2006, Pulte Homes, Inc. (the “Company”) and certain of its domestic wholly-owned homebuilding subsidiaries (the “Guarantors”) entered into an Underwriting Agreement covering the issuance and sale by the Company of $150,000,000 aggregate principal amount of its 7.375% Senior Notes due June 1, 2046 (the “Senior Notes”). The Senior Notes are being guaranteed by the Guarantors. The Senior Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s automatic shelf registration statement, Registration No. 333-133876.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

The following exhibits are filed with this current report on Form 8-K:

Exhibit No.	Description of Exhibit
1(a)	Underwriting Agreement, dated May 10, 2006, among Pulte Homes, Inc., the subsidiary guarantors named therein and Wachovia Capital Markets, LLC, as Representative of the several underwriters.
4(a)	Form of Indenture Supplement relating to the 7.375% Senior Notes due 2046.
4(b)	7.375% Senior Note due 2046.
5(a)	Opinion of Sidley Austin LLP.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PULTE HOMES, INC.
Dated: May 16, 2006	By:	/s/ Steven M. Cook
		Steven M. Cook
		Vice President, General Counsel and Secretary

Index to Exhibits

Exhibit No.	Description of Exhibit
1(a)	Underwriting Agreement, dated May 10, 2006, among Pulte Homes, Inc., the subsidiary guarantors named therein and Wachovia Capital Markets, LLC, as Representative of the several underwriters.
4(a)	Form of Indenture Supplement relating to the 7.375% Senior Notes due 2046.
4(b)	7.375% Senior Note due 2046.
5(a)	Opinion of Sidley Austin LLP.

EX-1.(A)

                                                                    EXHIBIT 1(a)
                                                                  EXECUTION COPY

                                PULTE HOMES, INC.

                    $150,000,000 7.375% SENIOR NOTES DUE 2046

                             UNDERWRITING AGREEMENT

                                                              New York, New York
                                                                    May 10, 2006

Wachovia Capital Markets, LLC
As Representative of the Several Underwriters

Ladies and Gentlemen:

      Pulte Homes, Inc., a corporation organized under the laws of Michigan (the
"Company"), proposes to sell to the several underwriters named in Schedule II
hereto (the "Underwriters"), for whom you (the "Representative") are acting as
representative, $150,000,000 aggregate principal amount of its 7.375% Senior
Notes due 2046 (the "Initial Securities") and to grant to the Underwriters,
acting severally and not jointly, the option described in Section 2(b) hereof to
purchase all or any part of an additional $22,500,000 aggregate principal amount
of its 7.375% Senior Notes due 2046 (the "Option Securities") to cover
over-allotments, if any. Unless the context otherwise requires, the Initial
Securities to be purchased by the Underwriters on the Closing Date (as defined
in Section 3) and all or any part of the Option Securities are hereinafter
referred to collectively as the "Securities." The Securities are to be issued
under an indenture (the "Indenture") dated as of October 24, 1995, as
supplemented by the indenture supplement dated as of August 27, 1997, the
indenture supplement dated as of March 20, 1998, the indenture supplement dated
as of January 31, 1999, two indenture supplements each dated as of April 3,
2000, the indenture supplement dated as of February 21, 2001, the indenture
supplement dated July 31, 2001, the indenture supplement dated August 6, 2001,
the indenture supplement dated June 12, 2002, the indenture supplement dated
February 3, 2003, the indenture supplement dated May 22, 2003, the indenture
supplement dated January 16, 2004, the indenture supplement dated July 9, 2004,
the indenture supplement dated February 10, 2005 and the indenture supplement to
be dated May 17, 2006 between the Company, as issuer, the Company's subsidiaries
listed in Schedule III hereto (collectively, the "Subsidiary Guarantors"), and
J.P. Morgan Trust Company, National Association (successor-in-interest to Bank
One Trust Company, National Association, which was successor-in-interest to The
First National Bank of Chicago), as trustee (the "Trustee"). The Subsidiary
Guarantors, jointly and severally, shall fully and unconditionally guarantee, on
a senior basis, to each holder of Securities and the Trustee, the payment and
performance of the Company's obligations under the Indenture and the Securities
(each guarantee being referred to herein as a "Guarantee"). Any reference herein
to the Registration Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
which were filed under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may be; and
any reference herein to the terms "amend", "amendment" or "supplement" with
respect to the Registration Statement, the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus shall be deemed to refer to and include
the filing of any document under the Exchange Act after the Effective Date of
the



Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may be, deemed
to be incorporated therein by reference. Certain terms used herein are defined
in Section 17 hereof.

            1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each Underwriter as set forth below in this
Section 1.

            (a) The Company meets the requirements for use of Form S-3 under the
      Act and has prepared and filed with the Commission a registration
      statement (the file number of which is set forth in Schedule I hereto) on
      Form S-3, including a related basic prospectus, for registration under the
      Act of the offering and sale of the Securities which is effective under
      the Act (including any amendments thereto filed prior to the Applicable
      Time). The Company may have filed one or more amendments thereto,
      including a Preliminary Final Prospectus, each of which has previously
      been furnished to you. The Company will file with the Commission a Final
      Prospectus Supplement relating to the Securities, which shall contain all
      information required by the Act and the rules thereunder to be included in
      such Final Prospectus Supplement similar in all substantive respects to
      the most recent Preliminary Final Prospectus and shall contain only such
      information as (i) may be included in the final term sheet as prepared and
      filed with the Commission pursuant to Section 5(a) of this Agreement and
      (ii) such specific additional information and other changes (beyond that
      contained in the most recent Preliminary Final Prospectus) as the Company
      has advised you, prior to the Applicable Time, will be included or made
      therein. The Registration Statement, at the Applicable Time (and, if any
      Option Securities are purchased, at the Date of Delivery), meets the
      requirements set forth in Rule 415(a)(1)(x).

            (b) (1) At the time of filing the Registration Statement, (2) at the
      time of the most recent amendment thereto for the purposes of complying
      with Section 10(a)(3) of the Act (whether such amendment was by
      post-effective amendment, incorporated report filed pursuant to Section 13
      or 15(d) of the Exchange Act or form of prospectus), (3) at the time the
      Company or any person acting on its behalf (within the meaning, for this
      clause only, of Rule 163(c)) made any offer relating to the Securities in
      reliance on the exemption of Rule 163 and (4) at the date hereof, the
      Company was and is a "well-known seasoned issuer" as defined in Rule 405.
      The Registration Statement is an "automatic shelf registration statement,"
      as defined in Rule 405, and the Securities, since their registration on
      the Registration Statement, have been and remain eligible for registration
      by the Company on a Rule 405 "automatic shelf registration statement". The
      Company has not received from the Commission any notice pursuant to Rule
      401(g)(2) objecting to the use of the automatic shelf registration
      statement form.

            (c) At the time of filing the Registration Statement, at the
      earliest time thereafter that the Company or another offering participant
      made a bona fide offer (within the meaning of Rule 164(h)(2)) of the
      Securities and at the date hereof, the Company was not and is not an
      "ineligible issuer," as defined in Rule 405, without taking account of any
      determination by the Commission pursuant to Rule 405 that it is not
      necessary that the Company be considered an "ineligible issuer."

                                       2


            (d) Any offer that is a written communication relating to the
      Securities made prior to the filing of the initial Registration Statement
      by the Company or any person acting on its behalf (within the meaning, for
      this paragraph only, of Rule 163(c)) has been filed with the Commission in
      accordance with the exemption provided by Rule 163 and otherwise complied
      with the requirements of Rule 163, including without limitation the
      legending requirement, to qualify such offer for the exemption from
      Section 5(c) of the Act provided by Rule 163.

            (e) Each Issuer Free Writing Prospectus, as of its issue date and at
      all subsequent times through the completion of the public offer and sale
      of the Securities or until any earlier date that the issuer notified or
      notifies the Underwriters as described in Section 5(l), did not, does not
      and will not include any information that conflicted, conflicts or will
      conflict with the information contained in the Registration Statement or
      the Prospectus, including any document incorporated by reference therein
      and any preliminary or other prospectus deemed to be a part thereof that
      has not been superseded or modified.

            (f) (i) The Registration Statement complied and will comply in all
      material respects on the Effective Date and on the Closing Date (and, if
      any Option Securities are purchased, at the Date of Delivery), and any
      amendment to the Registration Statement filed after the date hereof will
      comply in all material respects when filed with the Commission, to the
      requirements of the Act, the Exchange Act and the Trust Indenture Act, as
      applicable; (ii) the most recent Preliminary Prospectus complied, and the
      Final Prospectus (and any supplement thereto) will comply, in all material
      respects when filed with the Commission pursuant to 424(b) and on the
      Closing Date (and, if any Option Securities are purchased, at the Date of
      Delivery) to the requirements of the Act; (iii) the documents incorporated
      by reference in the most recent Preliminary Prospectus or the Final
      Prospectus complied, and any further documents to be filed and so
      incorporated will comply, when filed with the Commission, in all material
      respects to the requirements of the Exchange Act or the Act, as
      applicable; (iv) each Issuer Free Writing Prospectus complied or will
      comply in all material respects to the requirements of the Act on the date
      of first use, and the Company has complied with any filing requirements
      applicable to such Issuer Free Writing Prospectus pursuant to the Act; and
      (v) on the Effective Date and on the Closing Date (and, if any Option
      Securities are purchased, at the Date of Delivery), the Indenture did and
      will comply in all material respects with the applicable requirements of
      the Trust Indenture Act, and upon due execution and delivery of the
      Supplemental Indenture, the Indenture will so comply.

            (g) On the Effective Date and at the Applicable Time (and, if any
      Option Securities are purchased, at the Date of Delivery), the
      Registration Statement did not or will not contain any untrue statement of
      a material fact or omit to state any material fact required to be stated
      therein or necessary in order to make the statements therein not
      misleading; on the Effective Date and on the Closing Date (and, if any
      Option Securities are purchased, at the Date of Delivery) the Indenture
      did or will comply in all material respects with the applicable
      requirements of the Trust Indenture Act and the rules thereunder; the
      Disclosure Package did not, or as of the Applicable Time (and, if any
      Option Securities are purchased, at the Date of Delivery) will not,
      contain any untrue

                                       3


      statement of material fact or omit to state any material fact required to
      be stated therein or necessary in order to make the statements therein not
      misleading; when considered together with the Disclosure Package as of the
      Applicable Time (and, if any Option Securities are purchased, at the Date
      of Delivery), each Issuer Free Writing Prospectus (i) when considered
      together with the Disclosure Package as of the Applicable Time, and (ii)
      as of its issue date and as of the Closing Date (and, if any Option
      Securities are purchased, at the Date of Delivery) did not or will not
      contain any untrue statement of material fact or omit to state any
      material fact required to be stated therein or necessary in order to make
      the statements therein not misleading; and, on the Effective Date, the
      Final Prospectus, if not filed pursuant to Rule 424(b), will not, and on
      the date of any filing pursuant to Rule 424(b) and on the Closing Date
      (and, if any Option Securities are purchased, at the Date of Delivery),
      the Final Prospectus (together with any supplement thereto) will not,
      include any untrue statement of a material fact or omit to state a
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading;
      provided, however, that the Company makes no representations or warranties
      as to (i) that part of the Registration Statement which shall constitute
      the Statement of Eligibility and Qualification (Form T-1) under the Trust
      Indenture Act of the Trustee or (ii) the information contained in or
      omitted from the Registration Statement, the Final Prospectus (or any
      supplement thereto) or any Issuer Free Writing Prospectus in reliance upon
      and in conformity with information furnished in writing to the Company by
      or on behalf of any Underwriter through the Representative specifically
      for inclusion in the Registration Statement, the Disclosure Package or the
      Final Prospectus (or any supplement thereto). If there occurs an event or
      development as a result of which the Disclosure Package would include an
      untrue statement of a material fact or would omit to state a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances then prevailing, not misleading, the Company will notify
      promptly the Underwriters so that any use of the Disclosure Package may
      cease until it is amended or supplemented.

            (h) The documents incorporated or deemed to be incorporated by
      reference in the Final Prospectus at the time they were or hereafter are
      filed with the Commission complied and will comply in all material
      respects with the requirements of the Exchange Act and rules and
      regulations of the Commission thereunder, and, when read together with the
      other information in the Final Prospectus, at the time each was issued and
      on the Closing Date (and, if any Option Securities are purchased, at the
      Date of Delivery), did not and will not include an untrue statement of a
      material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading.

            (i) Since the respective dates as of which information is given in
      the Disclosure Package and the Final Prospectus, except as otherwise
      stated therein, (i) there has been no material adverse change or any
      condition or event that has resulted or could reasonably be expected to
      result in a material adverse effect on the condition (financial or
      otherwise), prospects, earnings, business or properties of the Company and
      its subsidiaries, taken as a whole, whether or not arising from
      transactions in the ordinary course of business (a "Material Adverse
      Effect"), (ii) there have been no transactions entered into by the Company
      or any of its subsidiaries, other than those in the ordinary course of
      business,

                                       4


      which are material with respect to the Company and its subsidiaries, taken
      as a whole, and (iii) there has been no dividend or distribution of any
      kind declared, paid or made by the Company on any class of its capital
      stock.

            (j) All the issued and outstanding equity interests of each
      subsidiary of the Company have been duly and validly authorized and issued
      and are fully paid and nonassessable, and, except as otherwise set forth
      in the Disclosure Package and the Final Prospectus, all issued and
      outstanding equity interests of such subsidiaries are owned by the Company
      either directly or through wholly-owned subsidiaries, free and clear of
      any perfected security interest or any other security interests, claims,
      liens or encumbrances of any kind. None of the outstanding shares of
      capital stock of the Subsidiary Guarantors was issued in violation of any
      preemptive or similar rights arising by operation of law, or under the
      charter or by-laws of such Subsidiary Guarantor or under any agreement to
      which the Company or such Subsidiary Guarantor is a party.

            (k) Each of the Company and its subsidiaries has been duly
      incorporated and is validly existing as a corporation in good standing
      under the laws of the jurisdiction in which it is chartered or organized
      with full corporate power and authority to own or lease, as the case may
      be, and to operate its properties and conduct its business as described in
      the Disclosure Package and the Final Prospectus, and is duly qualified to
      do business as a foreign corporation and is in good standing under the
      laws of each jurisdiction which requires such qualification; except in
      such jurisdictions in which the failure to so qualify would not have a
      Material Adverse Effect or a material adverse effect on the enforceability
      of this Agreement, the Indenture, the Securities or any of the Guarantees.

            (l) The Company's authorized equity capitalization is as set forth
      in the Disclosure Package and the Final Prospectus; and the Securities
      conform in all material respects to the description thereof contained in
      the Disclosure Package and the Final Prospectus; and, except as set forth
      in the Disclosure Package and the Final Prospectus, no options, warrants,
      or other rights to purchase, agreements or other obligations to issue, or
      rights to convert any obligations into or exchange any securities for,
      shares of capital stock of or ownership interests in the Company are
      outstanding.

            (m) (i) The Company has all requisite corporate power and authority
      to execute, deliver and perform its obligations under this Agreement and
      to consummate the transactions contemplated hereby; (ii) the Company and
      each Subsidiary Guarantor has all requisite power and authority to
      execute, deliver and perform each of its obligations under the Indenture;
      and (iii) the Company and each of the Subsidiary Guarantors has all
      requisite power and authority to execute, deliver and perform each of its
      obligations under the Securities.

            (n) (i) This Agreement has been duly authorized, executed and
      delivered by the Company; (ii) the Indenture meets the requirements for
      qualification under the Trust Indenture Act and has been duly and validly
      authorized and, assuming due authorization, execution and delivery thereof
      by the Trustee, when executed and delivered by the Company, will
      constitute a legal, valid, binding instrument enforceable against the
      Company and each Subsidiary Guarantor in accordance with its terms
      (subject, as to the

                                       5


      enforcement of remedies, to applicable bankruptcy, reorganization,
      insolvency, moratorium or other laws affecting creditors' rights generally
      from time to time in effect and to general principles of equity); (iii)
      the Securities have been duly and validly authorized by the Company and,
      when executed by the Company and each Subsidiary Guarantor party thereto
      and authenticated by the Trustee in accordance with the provisions of the
      Indenture and when delivered to and paid for by the Underwriters in
      accordance with the terms of this Agreement and the Indenture, will have
      been duly executed, issued and delivered and will constitute valid and
      legally binding obligations of the Company, entitled to the benefits of
      the Indenture, and enforceable against the Company and each Subsidiary
      Guarantor in accordance with their respective terms (subject, as to the
      enforcement of remedies, to applicable bankruptcy, insolvency, moratorium
      or other laws affecting creditors' rights generally from time to time in
      effect and to general principles of equity); and (iv) the Guarantees have
      been duly and validly authorized, executed and delivered by the Subsidiary
      Guarantors, and when such Guarantees are executed and endorsed upon the
      Securities and delivered in accordance with the terms of the Indenture,
      such Guarantees will constitute valid binding obligations of the
      Subsidiary Guarantors entitled to the benefits of the Indenture,
      enforceable against the Subsidiary Guarantors in accordance with their
      terms (subject, as to the enforcement of remedies, to applicable
      bankruptcy, insolvency, moratorium or other laws affecting creditors'
      rights generally from time to time in effect and to general principles of
      equity).

            (o) There is no franchise, contract or other document of a character
      required to be described in the Registration Statement, the Disclosure
      Package or the Final Prospectus, or to be filed as an exhibit thereto,
      which is not described or filed as required;

            (p) The Company is not and, after giving effect to the offering and
      sale of the Securities and the application of the proceeds thereof as
      described in the Disclosure Package and the Final Prospectus, will not be
      an "investment company" as defined in the Investment Company Act of 1940,
      as amended.

            (q) No consent, approval, authorization, filing with or order of any
      court or governmental agency or body is required in connection with the
      transactions contemplated herein, except such as have been obtained under
      the Act and the Trust Indenture Act and such as may be required under the
      blue sky laws of any jurisdiction in connection with the purchase and
      distribution of the Securities by the Underwriters in the manner
      contemplated herein and in the Disclosure Package and the Final
      Prospectus.

            (r) Neither the execution and delivery of the Indenture, this
      Agreement, the issue and sale of the Securities, the Guarantees, nor the
      consummation of any other of the transactions herein or therein
      contemplated, nor the fulfillment of the terms hereof or thereof will,
      whether with or without the giving of notice or passage of time or both,
      conflict with, result in a breach or violation or default or imposition of
      any lien, charge or encumbrance upon any property or assets of the Company
      or any Subsidiary Guarantor pursuant to, (i) the charter or by-laws of the
      Company or any Subsidiary Guarantor; (ii) the terms of any indenture,
      contract, lease, mortgage, deed of trust, note agreement, loan agreement,
      or other agreement, obligation, condition, covenant or instrument to which
      the Company or any Subsidiary Guarantor is a party or bound or to which
      its or their

                                       6


      property is subject; or (iii) any statute, law, rule, regulation,
      judgment, order or decree applicable to the Company or any Subsidiary
      Guarantor or any court, regulatory body, administrative agency,
      governmental body, arbitrator or other authority having jurisdiction over
      the Company or any Subsidiary Guarantor or any of its or their properties,
      other than, in the case of clauses (ii) and (iii) above only, such
      breaches, violations, defaults, liens, charges or encumbrances which,
      singly or in the aggregate, would not have a Material Adverse Effect. The
      execution, delivery and performance of this Agreement, the Indenture, the
      issue and sale of the Securities and, in the case of the Subsidiary
      Guarantors, the Guarantees, and the consummation of the transactions
      contemplated herein and therein (including the issuance and sale of the
      Securities and the use of the proceeds from the sale of the Securities as
      described in the Disclosure Package and the Final Prospectus under the
      caption "Use of Proceeds") and compliance by each of the Company and the
      Subsidiary Guarantors with its obligations hereunder and thereunder will
      not, whether with or without the giving of notice or passage of time or
      both, conflict with or constitute a breach of, or default or Repayment
      Event (as defined below) under, or result in the creation or imposition of
      any lien, charge or encumbrance upon any property or assets of the Company
      or any Subsidiary Guarantor pursuant to, the Agreements and Instruments,
      except for such conflicts, breaches or defaults or liens, charges or
      encumbrances that, singly or in the aggregate, would not result in a
      Material Adverse Effect, nor will such action result in a breach or
      violation of the provisions of the charter or bylaws of the Company or any
      Subsidiary Guarantor or any applicable law, statute, judgment, writ,
      decree, order, rule or regulation applicable to it or any of its
      properties, assets or operations. As used herein, a "Repayment Event"
      means any event or condition which gives the holder of any note, debenture
      or other evidence or indebtedness (or any person acting on such holders'
      behalf) the right to require the repurchase, redemption or repayment of
      all or a portion of such indebtedness by the Company or any of its
      subsidiaries.

            (s) No holders of securities of the Company have rights to the
      registration of such securities under the Registration Statement.

            (t) The consolidated historical financial statements and schedules
      of the Company and its consolidated subsidiaries included in the
      Disclosure Package and the Final Prospectus and the Registration Statement
      present fairly in all material respects the financial condition, results
      of operations and cash flows of the Company as of the dates and for the
      periods indicated, comply as to form with the applicable accounting
      requirements of the Act and have been prepared in conformity with
      generally accepted accounting principles applied on a consistent basis
      throughout the periods involved (except as otherwise noted therein). The
      selected consolidated financial data set forth under the caption "Selected
      Consolidated Financial Information" in the Final Prospectus, the
      Disclosure Package and Registration Statement fairly present, on the basis
      stated in the Final Prospectus, the Disclosure Package and the
      Registration Statement, the information included therein.

            (u) No action, suit or proceeding by or before any court or
      governmental agency, authority or body or any arbitrator involving the
      Company or any of its subsidiaries or its or their property is pending or,
      to the best knowledge of the Company, threatened that (i)

                                       7


      is required to be disclosed in the Disclosure Package and the Final
      Prospectus, (ii) could reasonably be expected to have a material adverse
      effect on the performance of this Agreement, the Indenture, or the
      Securities, or the consummation of any of the transactions contemplated
      hereby or thereby; or (iii) could reasonably be expected to have a
      Material Adverse Effect. All pending legal or governmental proceedings to
      which the Company or any Subsidiary Guarantor is a party or of which any
      of their respective property assets is the subject which are not described
      in the Disclosure Package and the Final Prospectus, including ordinary
      routine litigation incidental to the business, could not reasonably be
      expected to result in a Material Adverse Effect. There are no contracts or
      documents of the Company or any of its subsidiaries which are required to
      be filed as exhibits to the Disclosure Package and the Final Prospectus by
      the Securities Act which have not been so filed.

            (v) Each of the Company and each of its subsidiaries owns or leases
      all such properties as are necessary to the conduct of its operations as
      presently conducted.

            (w) Neither the Company nor any subsidiary is in violation or
      default of (i) any provision of its charter or bylaws, (ii) the terms of
      any indenture, contract, lease, mortgage, deed of trust, note agreement,
      loan agreement or other agreement, obligation, condition, covenant or
      instrument to which it is a party or bound or to which its property is
      subject, or (iii) any statute, law, rule, regulation, judgment, order or
      decree of any court, regulatory body, administrative agency, governmental
      body, arbitrator or other authority having jurisdiction over the Company
      or such subsidiary or any of its properties, as applicable, other than, in
      the case of clauses (ii) and (iii) above only, such violations or defaults
      which, singly or in the aggregate, would not have a Material Adverse
      Effect.

            (x) Ernst & Young, LLP, who have certified certain financial
      statements of the Company and its consolidated subsidiaries and delivered
      their report with respect to the audited consolidated financial statements
      and schedules included in the Disclosure Package and the Final Prospectus,
      are independent public accountants with respect to the Company within the
      meaning of the Act and the applicable published rules and regulations
      thereunder.

            (y) The Company and its subsidiaries have filed all foreign,
      federal, state and local tax returns that are required to be filed or has
      requested extensions thereof (except in any case in which the failure so
      to file would not have a Material Adverse Effect), and has paid all taxes
      required to be paid by it and any other assessment, fine or penalty levied
      against it, to the extent that any of the foregoing is due and payable,
      except for any such assessment, fine or penalty that is currently being
      contested in good faith and by appropriate proceedings, and for which the
      Company and the Subsidiary Guarantors, as applicable, have provided
      adequate charges, accruals and reserves in accordance with generally
      accepted accounting principles or as would not have a Material Adverse
      Effect. There is no tax deficiency or actual or proposed tax assessment
      that has been asserted against the Company or any Subsidiary Guarantor
      that would have, singly or in the aggregate, a Material Adverse Effect.

                                       8


            (z) No labor problem or dispute with the employees of the Company or
      any of its subsidiaries exists or, to the Company's knowledge, is
      threatened or imminent, and the Company is not aware of any existing labor
      disturbance by the employees of any of its or its subsidiaries' principal
      suppliers, contractors or customers, that could have a Material Adverse
      Effect, except as set forth in or contemplated in the Disclosure Package
      and the Final Prospectus (exclusive of any supplement thereto).

            (aa) The Company and each of its subsidiaries are insured by
      insurers of recognized financial responsibility against such losses and
      risks and in such amounts as are prudent and customary in the businesses
      in which they are engaged; all policies of insurance and fidelity or
      surety bonds insuring the Company or any of its subsidiaries or their
      respective businesses, assets, employees, officers and directors are in
      full force and effect; the Company and its subsidiaries are in compliance
      with the terms of such policies and instruments in all material respects;
      and there are no claims by the Company or any of its subsidiaries under
      any such policy or instrument as to which any insurance company is denying
      liability or defending under a reservation of rights clause; neither the
      Company nor any such subsidiary has been refused any insurance coverage
      sought or applied for; and neither the Company nor any such subsidiary has
      any reason to believe that it will not be able to renew its existing
      insurance coverage as and when such coverage expires or to obtain similar
      coverage from similar insurers as may be necessary to continue its
      business at a cost that would not have a Material Adverse Effect, except
      as set forth in or contemplated in the Disclosure Package and the Final
      Prospectus (exclusive of any supplement thereto).

            (bb) No subsidiary of the Company is currently prohibited, directly
      or indirectly, from paying any dividends to the Company, from making any
      other distribution on such subsidiary's capital stock, from repaying to
      the Company any loans or advances to such subsidiary from the Company or
      from transferring any of such subsidiary's property or assets to the
      Company or any other subsidiary of the Company, except as described in or
      contemplated by the Disclosure Package and the Final Prospectus. There is
      no tax deficiency or actual or proposed tax assessment that has been
      asserted against the Company or any Subsidiary Guarantor that would have,
      singly or in the aggregate, a Material Adverse Effect.

            (cc) The Company and its subsidiaries possess all licenses,
      certificates, permits and other authorizations issued by the appropriate
      federal, state or foreign regulatory authorities necessary to conduct
      their respective businesses, and neither the Company nor any such
      subsidiary has received any notice of proceedings relating to the
      revocation or modification of any such certificate, authorization or
      permit which, singly or in the aggregate, if the subject of an unfavorable
      decision, ruling or finding, would have a Material Adverse Effect, except
      as set forth in or contemplated in the Disclosure Package and the Final
      Prospectus (exclusive of any supplement thereto).

            (dd) The Company and each of its subsidiaries maintain a system of
      internal accounting controls sufficient to provide reasonable assurance
      that (i) transactions are executed in accordance with management's general
      or specific authorizations; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in

                                       9


      conformity with generally accepted accounting principles and to maintain
      asset accountability; (iii) access to assets is permitted only in
      accordance with management's general or specific authorization; and (iv)
      the recorded accountability for assets is compared with the existing
      assets at reasonable intervals and appropriate action is taken with
      respect to any differences.

            (ee) The Company has not taken, directly or indirectly, any action
      designed to or that would constitute or that might reasonably be expected
      to cause or result in, under the Exchange Act or otherwise, stabilization
      or manipulation of the price of any security of the Company to facilitate
      the sale or resale of the Securities.

            (ff) The Company and its subsidiaries are (i) in compliance with any
      and all applicable foreign, federal, state and local laws and regulations
      relating to the protection of human health and safety, the environment or
      hazardous or toxic substances or wastes, pollutants or contaminants
      ("Environmental Laws"), (ii) have received and are in compliance with all
      permits, licenses or other approvals required of them under applicable
      Environmental Laws to conduct their respective businesses and (iii) have
      not received notice of any actual or potential liability for the
      investigation or remediation of any disposal or release of hazardous or
      toxic substances or wastes, pollutants or contaminants, except where such
      non-compliance with Environmental Laws, failure to receive required
      permits, licenses or other approvals, or liability would not, individually
      or in the aggregate, have a Material Adverse Effect, except as set forth
      in or contemplated in the Disclosure Package and the Final Prospectus
      (exclusive of any supplement thereto). Except as set forth in the
      Disclosure Package and the Final Prospectus, neither the Company nor any
      of the subsidiaries has been named as a "potentially responsible party"
      under the Comprehensive Environmental Response, Compensation, and
      Liability Act of 1980, as amended.

            (gg) In the ordinary course of its business, the Company
      periodically reviews the effect of Environmental Laws on the business,
      operations and properties of the Company and its subsidiaries, in the
      course of which it identifies and evaluates associated costs and
      liabilities (including, without limitation, any capital or operating
      expenditures required for clean-up, closure of properties or compliance
      with Environmental Laws, or any permit, license or approval, any related
      constraints on operating activities and any potential liabilities to third
      parties). On the basis of such review, the Company has reasonably
      concluded that such associated costs and liabilities would not, singly or
      in the aggregate, have a Material Adverse Effect, except as set forth in
      or contemplated in the Disclosure Package and the Final Prospectus
      (exclusive of any supplement thereto).

            (hh) Each of the Company and its subsidiaries has fulfilled its
      obligations, if any, under the minimum funding standards of Section 302 of
      the United States Employee Retirement Income Security Act of 1974, as
      amended ("ERISA"), and the regulations and published interpretations
      thereunder with respect to each "plan" (as defined in Section 3(3) of
      ERISA and such regulations and published interpretations) in which
      employees of the Company and its subsidiaries are eligible to participate
      and each such plan is in compliance in all material respects with the
      presently applicable provisions of ERISA and such regulations and
      published interpretations. The Company and its subsidiaries have

                                       10


      not incurred any unpaid liability to the Pension Benefit Guaranty
      Corporation (other than for the payment of premiums in the ordinary
      course) or to any such plan under Title IV of ERISA.

            (ii) Other than First Heights Holding Corp., Pulte Financial
      Companies, Inc., Pulte Mortgage LLC (formerly Pulte Mortgage Corporation),
      Pulte Diversified Companies Inc. and North American Builders Indemnity
      Corporation, the Subsidiary Guarantors are the only significant
      subsidiaries of the Company as defined by Rule 1-02 of Regulation S-X.

            (jj) Except as disclosed in the Registration Statement, the
      Disclosure Package and the Final Prospectus, the Company (i) does not have
      any material lending or other relationship with any bank or lending
      affiliate of the Underwriters and (ii) does not intend to use any of the
      proceeds from the sale of the Securities hereunder to repay any
      outstanding debt owed to any affiliate of the Underwriters.

            (kk) The Company and its subsidiaries have good and marketable title
      to all real property and other material assets (personal, tangible,
      intangible or mixed) described in the Disclosure Package and the Final
      Prospectus as owned by the Company and its subsidiaries, in each case,
      free and clear of all mortgages, pledges, liens, security interests,
      claims, restrictions or encumbrances of any kind, except such as (a) are
      described in the Disclosure Package and the Final Prospectus or (b) do
      not, singly or in the aggregate, materially affect the value of such
      property and do not interfere with the use made and proposed to be made of
      such property by the Company or any of its subsidiaries. All of the leases
      and subleases material to the business of the Company and its subsidiaries
      and under which the Company or any of its subsidiaries holds properties
      described in the Disclosure Package and the Final Prospectus are in full
      force and effect, and neither the Company nor any of its subsidiaries has
      any notice of any material claim of any sort that has been asserted by
      anyone adverse to the rights of the Company or any of its subsidiaries
      under any of the leases or subleases mentioned above, or affecting or
      questioning the rights of the Company or any subsidiary thereof to the
      continued possession of the leased or subleased premises under any such
      lease or sublease. All tangible assets and properties of the Company and
      each Subsidiary Guarantor are in good working order (subject to ordinary
      wear and tear) and are adequate for the uses to which they are being put
      in the ordinary course of business.

            (ll) The direct or indirect subsidiaries of the Company that are not
      Subsidiaries Guarantors account, in the aggregate, for less than 4.5% of
      the Company's consolidated total revenues. The financial information
      relating to the Subsidiary Guarantors contained or incorporated by
      reference in the Disclosure Package and the Final Prospectus (the
      "Subsidiary Guarantor Segment Financial Information") is based upon the
      books and records of the Subsidiary Guarantors; the Subsidiary Guarantor
      Segment Financial Information is a fair and accurate presentation in all
      material respects of the Subsidiary Guarantors' financial condition and
      operations and does not contain an untrue statement of a material fact or
      omit to state a material fact where omission would make the information
      therein misleading in any material respect; and the Subsidiary Guarantor
      Segment Financial Information has been prepared in conformity with
      generally accepted

                                       11


      accounting principles applied on a consistent basis throughout the periods
      involved. The Subsidiary Guarantor Segment Financial Information contained
      or incorporated by reference in the Final Prospectus complies with the
      financial statement reporting requirements and guidelines of Regulation
      S-X of the Securities Act, including, without limitation, Rule 3-10 of
      Regulation S-X, applicable guidance and interpretations contained in
      Financial Reporting Release No. 55 and Securities Act Release No. 33-7878
      of the Securities Exchange Commission.

            (mm) The statistical and market-related data included in the
      Disclosure Package and the Final Prospectus are based on or derived from
      independent sources which the Company believes to be reliable in all
      material respects or represent the Company's good faith estimate.

            (nn) The Company has established and maintains disclosure controls
      and procedures (as such term is defined in Rule 13a-15 under the Exchange
      Act) that (i) are designed to ensure that material information relating to
      the Company, including its consolidated subsidiaries, is made known to the
      Company's Chief Executive Officer and its Chief Financial Officer by
      others within those entities, (ii) have been evaluated for effectiveness
      as of a date within 90 days prior to the filing of the Company's most
      recent Annual Report filed with the Commission and (iii) are effective to
      perform the functions for which they were established. Additionally, the
      Company maintains a system of internal accounting controls sufficient to
      provide reasonable assurance that (A) transactions are executed in
      accordance with management's general or specific authorizations, (B)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with generally accepted accounting principles and
      to maintain asset accountability, (C) access to assets is permitted only
      in accordance with management's general or specific authorization, and (D)
      the recorded accountability for assets is compared with the existing
      assets at reasonable intervals and appropriate action is taken with
      respect to any differences.

            (oo) The accountants and the Audit Committee of the Board of
      Directors of the Company have not been advised of (i) any significant
      deficiencies in the design or operation of internal controls which could
      adversely affect the Company's ability to record, process, summarize, and
      report financial data and (ii) any fraud, whether or not material, that
      involves management or other employees who have a role in the Company's
      internal controls.

            (pp) Except as disclosed in the Disclosure Package and the Final
      Prospectus or in any document incorporated by reference therein, since
      December 31, 2005, there has been (i) no material weakness in the
      Company's internal control over financial reporting (whether or not
      remediated) and (ii) no change in the Company's internal control over
      financial reporting that has materially affected, or is reasonably likely
      to materially affect, the Company's internal control over financial
      reporting.

            (qq) There is and has been no failure on the part of the Company and
      its subsidiaries or any of the officers and directors of the Company or
      any of its subsidiaries, in their capacities as such, to comply in all
      material respects with (i) the provisions of the

                                       12


      Sarbanes-Oxley Act of 2002 and the rules and regulations in connection
      therewith, including without limitation Section 402 related to loans,
      Section 404 related to management assessment of internal controls and
      Sections 302 and 906 related to certifications, and (ii) the applicable
      rules and regulations of the New York Stock Exchange with respect to the
      composition of the audit committee of the Company and related member
      independence standards.

      Any certificate signed by any officer of the Company and delivered to the
Representative or counsel for the Underwriters in connection with the offering
of the Securities shall be deemed a representation and warranty by the Company,
as to matters covered thereby, to each Underwriter.

            2. Purchase and Sale.

            (a) Subject to the terms and conditions and in reliance upon the
      representations and warranties herein set forth, the Company agrees to
      sell to each Underwriter, and each Underwriter agrees, severally and not
      jointly, to purchase from the Company, at the purchase price set forth in
      Schedule I hereto the principal amount of the Securities set forth
      opposite such Underwriter's name in Schedule II hereto.

            (b) In addition, subject to the terms and conditions and in reliance
      upon the representations and warranties herein set forth, the Company
      hereby grants an option to the Underwriters, acting severally and not
      jointly, to purchase up to $22,500,000 in aggregate principal amount of
      Option Securities from the Company at the same price as the purchase price
      to be paid by the Underwriters for the Initial Securities, plus accrued
      interest and additional interest, if any, from the Closing Date to the
      Date of Delivery. The option hereby granted will expire 30 days after the
      date hereof and may be exercised in whole or in part from time to time
      only for the purpose of covering over-allotments which may be made in
      connection with the offering and distribution of the Initial Securities
      upon notice by the Representative to the Company setting forth the number
      of Option Securities as to which the several Underwriters are then
      exercising the option and the time and date of delivery and payment for
      such Option Securities. Any such time and date of delivery (a "Date of
      Delivery") shall be determined by the Representative, but shall not be
      later than five full business days after the exercise of such option, nor
      in any event prior to the Closing Time. If the option is exercised as to
      all or any portion of the Option Securities, each of the Underwriters,
      acting severally and not jointly, will purchase that proportion of the
      total number of the Option Securities then being purchased which the
      number of Initial Securities set forth in Schedule II opposite the name of
      such Underwriter bears to the total number of Initial Securities, subject
      in each case to adjustments as the Representative in its discretion shall
      make to eliminate any sales or purchases of fractional shares.

            3. Delivery and Payment.

            (a) Delivery of and payment for the Initial Securities shall be made
      on the date and at the time specified in Schedule I hereto or at such time
      on such later date not more than three Business Days after the foregoing
      date as the Representative shall designate,

                                       13


      which date and time may be postponed by agreement between the
      Representative and the Company or as provided in Section 9 hereof (such
      date and time of delivery and payment for the Initial Securities being
      herein called the "Closing Date").

            (b) In addition, in the event that any or all of the Option
      Securities are purchased by the Underwriters, payment of the purchase
      price for, and delivery of certificates for, such Option Securities shall
      be made at the offices specified in Schedule I hereto, or at such other
      place as shall be agreed upon by the Representative and the Company, on
      each Date of Delivery as specified in the notice from the Representative
      to the Company.

            (c) Delivery of the Securities shall be made to the Representative
      for the respective accounts of the several Underwriters against payment by
      the several Underwriters through the Representative of the purchase price
      thereof to or upon the order of the Company by wire transfer payable in
      same-day funds to an account specified by the Company. Delivery of the
      Securities shall be made through the facilities of The Depository Trust
      Company unless the Representative shall otherwise instruct.

            4. Offering by Underwriters.

            (a) It is understood that the several Underwriters propose to offer
      the Securities for sale to the public as set forth in the Final
      Prospectus.

            (b) Each of the several Underwriters represents, warrants and agrees
      that:

                  (i) in relation to each Member State of the European Economic
            Area which has implemented the Prospectus Directive (each, a
            "Relevant Member State"), with effect from and including the date on
            which the Prospectus Directive is implemented in that Relevant
            Member State (the "Relevant Implementation Date"), it has not made
            and will not make an offer of the Securities to the public in that
            Relevant Member State prior to the publication of a prospectus in
            relation to the Securities which has been approved by the competent
            authority in that Relevant Member State or, where appropriate,
            approved in another Relevant Member State and notified to the
            competent authority in that Relevant Member State, all in accordance
            with the Prospectus Directive, except that it may, with effect from
            and including the Relevant Implementation Date, make an offer of the
            Securities to the public in that Relevant Member State at any time:

                        (A) to legal entities which are authorized or regulated
                  to operate in the financial markets or, if not so authorized
                  or regulated, whose corporate purpose is solely to invest in
                  securities:

                        (B) any legal entity which has two or more of (1) an
                  average of at least 250 employees during the last financial
                  year; (2) a total balance sheet of more than (euro)43,000,000,
                  and (3) an annual net turnover of more than (euro)50,000,000,
                  as shown in its last annual or consolidated accounts; or

                                       14


                        (C) in any other circumstances which do not require the
                  publication by the Company of a prospectus pursuant to Article
                  3 of the Prospectus Directive.

      For the purposes of this provision, the expression "an offer of the
Securities to the public" in relation to any Securities in any Relevant Member
State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Securities to be offered so as to
enable an investor to decide to purchase or subscribe the Securities, as the
same may be varied in that Member State by any means implementing the Prospectus
Directive in that Member State, and the expression "Prospectus Directive" means
Directive 2003/71/EC and includes any relevant implementing measure in each
Relevant Member State.

                  (ii) it has only communicated or caused to be communicated and
            will communicate or cause to be communicated an invitation or
            inducement to engage in investment activity (within the meaning of
            Section 21 of the U.K. Financial Services and Markets Act 2000
            ("FSMA") received by it in connection with the issue or sale of the
            Securities in circumstances in which Section 21(1) of FSMA does not
            apply to the Company or the Guarantors; and

                  (iii) it has complied with and will comply with all applicable
            provisions of FSMA with respect to anything done by it in relation
            to the Securities in, from or otherwise involving the United
            Kingdom.

            5. Agreements. The Company agrees with the several Underwriters
      that:

            (a) Prior to the termination of the offering of the Securities, the
      Company will not file any amendment to the Registration Statement or
      supplement (including the Final Prospectus, the Disclosure Package or any
      Preliminary Prospectus) to the Basic Prospectus unless the Company has
      furnished you a copy for your review prior to filing and will not file any
      such proposed amendment or supplement to which you reasonably object. The
      Company will cause the final term sheet substantially in the form of
      Exhibit A attached hereto to be filed in a form approved by the
      Representative with the Commission pursuant to Rule 433(d) under the Act
      within the time period prescribed, and such final term sheet will be a
      Permitted Free Writing Prospectus for purposes of this Agreement. The
      Company will cause the Final Prospectus, properly completed, and any
      supplement thereto to be filed in a form approved by the Representative
      with the Commission pursuant to the applicable paragraph of Rule 424(b)
      under the Act within the time period prescribed. The Company will promptly
      file with the Commission any amendment or supplement to the Registration
      Statement or the Final Prospectus that may, in the judgment of the Company
      after consultation with the Representative, be required by the Act or the
      Commission. The Company will promptly advise the Representative (i) when
      the final term sheet shall have been filed with the Commission pursuant to
      Rule 433(d) under the Act, (ii) when the Final Prospectus, and any
      supplement thereto, shall have been filed with the Commission pursuant to
      Rule 424(b) under the Act, (iii) when, prior to termination of the
      offering of the Securities, any amendment to the Registration Statement
      shall have been filed or become effective, (iv) of any request by the
      Commission or its staff for any amendment of the Registration Statement,
      or any Rule

                                       15


      462(b) Registration Statement, or for any supplement to the Final
      Prospectus or for any additional information, (v) of the issuance by the
      Commission of (A) any stop order or of any order preventing or suspending
      the use of the Final Prospectus or any Issuer Free Writing Prospectus, (B)
      any stop order suspending the effectiveness of the Registration Statement
      or of any notice preventing or objecting to the use of the form of the
      Registration Statement or any post-effective amendment thereto or the
      institution or threatening of any proceeding for such purpose or (C) any
      request for the amending or supplementing of the Registration Statement,
      the Final Prospectus or any Issuer Free Writing Prospectus and (vi) of the
      receipt by the Company of any notification with respect to the suspension
      of the qualification of the Securities for sale in any jurisdiction or the
      institution or threatening of any proceeding for such purpose. The Company
      will use its best efforts to prevent the issuance of any such stop order
      or the suspension of any such qualification and, if issued, to obtain as
      soon as possible the withdrawal thereof, including if necessary by filing
      an amendment to the Registration Statement or a new registration statement
      and using its best efforts to have such amendment or new registration
      statement declared effective.

            (b) If, at any time when a prospectus relating to the Securities is
      required to be delivered under the Act, any event occurs as a result of
      which the Final Prospectus as then supplemented would include any untrue
      statement of a material fact or omit to state any material fact necessary
      to make the statements therein in the light of the circumstances under
      which they were made not misleading, or if it shall be necessary to amend
      the Registration Statement or supplement the Final Prospectus to comply
      with the Act or the Exchange Act or the respective rules thereunder, the
      Company promptly will (1) notify the Representative of such event, (2)
      prepare and file with the Commission, subject to the second sentence of
      paragraph (a) of this Section 5, an amendment or supplement which will
      correct such statement or omission or effect such compliance and (3)
      supply any supplemented Final Prospectus to you in such quantities as you
      may reasonably request.

            (c) As soon as practicable, the Company will make generally
      available to its security holders and to the Representative an earnings
      statement or statements of the Company and its subsidiaries which will
      satisfy the provisions of Section 11(a) of the Act and Rule 158 under the
      Act.

            (d) The Company will furnish to the Representative and counsel for
      the Underwriters, without charge, signed copies of the Registration
      Statement (including exhibits thereto) and to each other Underwriter a
      copy of the Registration Statement (without exhibits thereto) and, so long
      as delivery of a prospectus by an Underwriter or dealer may be required by
      the Act, as many copies of each Preliminary Final Prospectus, if any, and
      the Final Prospectus and any supplement thereto and each Issuer Free
      Writing Prospectus as the Representative may reasonably request. The
      Company will pay the expenses of printing or other production of all
      documents relating to the offering.

            (e) The Company will arrange, if necessary, for the qualification of
      the Securities for sale under the laws of such jurisdictions as the
      Representative may designate, will maintain such qualifications in effect
      so long as required for the distribution of the

                                       16


      Securities and will pay any fee of the National Association of Securities
      Dealers, Inc., in connection with its review of the offering; provided
      that in no event shall the Company be obligated to qualify to do business
      in any jurisdiction where it is not now so qualified or to take any action
      that would subject it to service of process in suits, other than those
      arising out of the offering or sale of the Securities, in any jurisdiction
      where it is not now so subject. The Company will promptly advise the
      Representative of the receipt by the Company of any notification with
      respect to the suspension of the qualification of the Securities for sale
      in any jurisdiction or the initiation or threatening of any proceeding for
      such purpose and use its best efforts to obtain the withdrawal or lifting
      of such suspension at the earliest possible time.

            (f) The Company will not, without the prior written consent of the
      Representative, offer, sell, contract to sell, pledge, or otherwise
      dispose of, (or enter into any transaction which is designed to, or might
      reasonably be expected to, result in the disposition (whether by actual
      disposition or effective economic disposition due to cash settlement or
      otherwise) by the Company or any affiliate of the Company or any person in
      privity with the Company or any affiliate of the Company) directly or
      indirectly, including the filing (or participation in the filing) of a
      registration statement with the Commission in respect of, or establish or
      increase a put equivalent position or liquidate or decrease a call
      equivalent position within the meaning of Section 16 of the Exchange Act,
      any debt securities issued or guaranteed by the Company (other than the
      Securities) or publicly announce an intention to effect any such
      transaction, until the Business Day set forth on Schedule I hereto.

            (g) The Company will not take and will cause its controlled
      affiliates (within the meaning of Rule 144 under the Act) not to take,
      directly or indirectly, any action designed to or that would constitute or
      that might reasonably be expected to cause or result in, under the
      Exchange Act or otherwise, stabilization or manipulation of the price of
      any security of the Company to facilitate the sale or resale of the
      Securities.

            (h) The Company will cooperate with the Representative and use its
      best efforts to permit the Securities to be eligible for clearance and
      settlement through The Depository Trust Company.

            (i) The Company will use the net proceeds received by it from the
      sale of the Securities solely in the manner specified in the Disclosure
      Package and the Final Prospectus under the caption "Use of Proceeds".

            (j) The Company represents and agrees that, unless it obtains the
      prior consent of the Representative, and the Representative represents and
      agrees that, unless it obtains the prior consent of the Company, it has
      not made and will not make any offer relating to the Securities that would
      constitute an "issuer free writing prospectus," as defined in Rule 433, or
      that would otherwise constitute a "free writing prospectus," as defined in
      Rule 405, required to be filed with the Commission; provided, however,
      prior to the preparation of the final term sheet in accordance with
      Section 5(a), the Underwriters are authorized to use the information with
      respect to the final terms of the Securities in communications conveying
      information relating to the offering to investors. Any such

                                       17


      free writing prospectus consented to by the Company and the Representative
      is hereinafter referred to as a "Permitted Free Writing Prospectus." The
      Company represents that it has treated or agrees that it will treat each
      Permitted Free Writing Prospectus as an "issuer free writing prospectus,"
      as defined in Rule 433, and has complied and will comply with the
      requirements of Rule 164 and Rule 433 applicable to any Permitted Free
      Writing Prospectus, including timely filing with the Commission where
      required, legending and record keeping.

            (k) If at any time following issuance of an Issuer Free Writing
      Prospectus there occurred or occurs an event or development as a result of
      which such Issuer Free Writing Prospectus conflicted or would conflict
      with the information contained in the Registration Statement (or any other
      registration statement relating to the Securities) or Final Prospectus or
      any preliminary prospectus or included or would include an untrue
      statement of a material fact or omitted or would omit to state a material
      fact necessary in order to make the statements therein, in the light of
      the circumstances prevailing at that subsequent time, not misleading, the
      Company will promptly notify the Representative and will promptly amend or
      supplement, at its own expense, such Issuer Free Writing Prospectus to
      eliminate or correct such conflict, untrue statement or omission.

            (l) The registration statement relating to the Securities is an
      "automatic shelf registration statement," as defined in Rule 405, that
      initially became effective within three years of the date hereof. If
      immediately prior to the third anniversary (the "Renewal Deadline") of the
      initial Effective Date of the automatic shelf registration statement
      relating to the Securities, any of the Securities remain unsold by the
      Underwriters, the Company will prior to the Renewal Deadline file, if it
      has not already done so and is eligible to do so, a new automatic shelf
      registration statement relating to the Securities, in a form satisfactory
      to the Representative. If the Company is no longer eligible to file an
      automatic shelf registration statement, the Company will prior to the
      Renewal Deadline, if it has not already done so, file a new shelf
      registration statement relating to the Securities, in a form satisfactory
      to the Representative, and will use its best efforts to cause such
      registration statement to be declared effective within 180 days after the
      Renewal Deadline. The Company will take all other action necessary or
      appropriate to permit the public offering and sale of the Securities to
      continue as contemplated in the expired registration statement relating to
      the Securities. References herein to the Registration Statement relating
      to the Securities shall include such new automatic shelf registration
      statement or such new shelf registration statement, as the case may be.

            (m) The Company has not received from the Commission any notice
      pursuant to Rule 401(g)(2) objecting to use of the automatic shelf
      registration statement form. If at any time when Securities remain unsold
      by the Underwriters the Company receives from the Commission a notice
      pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the
      automatic shelf registration statement form, the Company will (i) promptly
      notify the Representative, (ii) promptly file a new registration statement
      or post-effective amendment on the proper form relating to the Securities,
      in a form satisfactory to the Representative, (iii) use its best efforts
      to cause such registration statement or post-effective amendment to be
      declared effective as soon as practicable, and (iv) promptly notify the
      Representative of such effectiveness. The Company will take all other
      action

                                       18


      necessary or appropriate to permit the public offering and sale of the
      Securities to continue as contemplated in the registration statement that
      was subject of the Rule 401(g)(2) notice or for which the Company has
      otherwise become ineligible. References herein to the registration
      statement relating to the Securities shall include such new registration
      statement or post-effective amendment, as the case may be.

            (n) The Company shall pay or have paid the required Commission
      filing fees relating to the Securities within the time required by Rule
      456(b)(1) without regard to the proviso therein and otherwise in
      accordance with Rules 456(b) and 457(r).

            (o) The Company has not distributed, and will not distribute or
      authorize or permit any person acting on its behalf to, prior to the later
      of the Closing Time and the termination of the Underwriters' distribution
      of the Securities, any offering material in connection with the offering
      and sale of the Securities other than (A) the Registration Statement, (B)
      the Basic Prospectus, (C) any preliminary prospectus, (D) the Final
      Prospectus, (E) any Issuer Free Writing Prospectus reviewed and consented
      to by the Representative pursuant to this Agreement or (F) any free
      writing prospectus that the Company and the Representative agree to treat
      as part of the Disclosure Package.

            (p) The Company will use its best efforts to effect the listing of
      the Securities, prior to the Closing Date, on the New York Stock Exchange.

            (q) The Company agrees not to, and to ensure that no "affiliate" (as
      defined in Rule 501(b) of the Act) of the Company will, sell, offer for
      sale or solicit offers to buy or otherwise negotiate in respect of any
      "security" (as defined in the Act) that would be integrated with the sale
      of the Securities.

            (r) The Company agrees to comply with the representation letter of
      the Company to DTC relating to the approval of the Securities by DTC for
      "book entry" transfer.

            (s) For so long as the Underwriter shall hold any of the Securities,
      the Company agrees to furnish to the Underwriter copies of all reports and
      other communications (financial or otherwise) furnished by the Company to
      the Trustee or to the holders of the Securities and, as soon as available,
      copies of any reports or financial statements furnished to or filed by the
      Company with the Commission or any national securities exchange on which
      any class of securities of the Company may be listed.

            6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Securities, as applicable, shall
be subject to the accuracy of the representations and warranties on the part of
the Company contained herein as of the Applicable Time, the Closing Date and
each Date of Delivery, as applicable, to the accuracy of the statements of the
Company made in any certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and to the following
additional conditions:

            (a) The Final Prospectus, and any supplement thereto, have been
      filed in the manner and within the time period required by Rule 424(b)
      under the Act; all filings (including, without limitation, the Final Term
      Sheet) required by Rule 433 under the Act

                                       19


      shall have been made, and no such filings shall have been made without the
      consent of the Representative (which consent shall not have been
      unreasonably withheld); and no stop order suspending the effectiveness of
      the Registration Statement or preventing or suspending the use of the
      Final Prospectus of any Issuer Free Writing Prospectus shall have been
      issued, and no proceedings or examination for such purpose shall have been
      instituted.

            (b) The Company shall have requested and caused:

                  (I) Sidley Austin LLP, counsel for the Company, to have
furnished to the Representative their opinion, dated the Closing Date and each
Date of Delivery, as applicable, and addressed to the Representative, to the
effect that:

                     (i) each of the Subsidiary Guarantors listed in Schedule IV
              hereto (which are those Subsidiary Guarantors organized or formed
              under the laws of the State of Delaware, Maryland or New York)
              (the "DMNY Subsidiary Guarantors") has been duly incorporated or
              otherwise formed and is validly existing in good standing under
              the laws of the jurisdiction in which it is incorporated or
              formed, with full corporate, partnership or limited liability
              company power and authority to own or lease, as the case may be,
              and to operate its properties and conduct its business as
              described in the Disclosure Package and the Final Prospectus;

                     (ii) (A) the Indenture has been duly authorized, executed
              and delivered by each DMNY Subsidiary Guarantor, has been duly
              qualified under the Trust Indenture Act, and (assuming the due
              authorization, execution and delivery thereof by the Company and
              each Subsidiary Guarantor (other than the DMNY Subsidiary
              Guarantors) and by the Trustee) constitutes a legal, valid and
              binding instrument enforceable against the Company and each
              Subsidiary Guarantor in accordance with its terms (subject, as to
              enforcement of remedies, to applicable bankruptcy, reorganization,
              insolvency, moratorium or other laws affecting creditors' rights
              generally from time to time in effect and to general principles of
              equity, including, without limitation, concepts of materiality,
              reasonableness, good faith and fair dealing, regardless of whether
              considered in a proceeding in equity or at law); and (B) assuming
              the Securities have been duly authorized, the Securities, when
              executed and authenticated in accordance with the provisions of
              the Indenture and delivered to and paid for by the Underwriters
              pursuant to this Agreement, will constitute legal, valid and
              binding obligations of the Company entitled to the benefits of the
              Indenture in accordance with their terms (subject, as to
              enforcement of remedies, to applicable bankruptcy, reorganization,
              insolvency, moratorium or other laws affecting creditors' rights
              generally from time to time in effect and to general principles of
              equity, including, without limitation, concepts of materiality,
              reasonableness, good faith and fair dealing, regardless of whether
              considered in a proceeding in equity or at law); and (C) the
              Guarantees to which the DMNY Subsidiary Guarantors are a party
              have been duly and validly authorized by the DMNY Subsidiary
              Guarantors and, assuming the Guarantees to which the non-DMNY
              Subsidiary Guarantors are a party have been duly authorized, the
              Guarantees, when executed and authenticated in accordance with

                                       20


              the provisions of the Indenture (assuming the due authorization,
              execution and delivery of the Indenture by the Trustee, the
              Company and each Subsidiary Guarantor (other than the DMNY
              Subsidiary Gurantors)) and when endorsed on the Securities in the
              manner provided in the Indenture, will constitute legal, valid and
              binding obligations of the Subsidiary Guarantors enforceable
              against each Subsidiary Guarantor party thereto in accordance with
              its terms and entitled to the benefits of the Indenture (subject,
              as to the enforcement of remedies, to applicable bankruptcy,
              reorganization, insolvency, moratorium or other laws affecting
              creditor' rights generally from time to time in effect and to
              general principles of equity, including, without limitation,
              concepts of materiality, reasonableness, good faith and fair
              dealing, regardless of whether considered in a proceeding in
              equity or at law); and (D) the statements set forth under the
              heading "Description of Senior Notes" in the Final Prospectus,
              insofar as such statements purport to summarize legal matters,
              agreements, documents or proceedings discussed therein, have been
              reviewed by such counsel and are correct in all material respects;

                     (iii) to the knowledge of such counsel, there is no pending
              or threatened action, suit or proceeding by or before any court or
              governmental agency, authority or body or any arbitrator involving
              the Company or any of its subsidiaries or its or their property,
              of a character required to be disclosed in the Registration
              Statement which is not adequately disclosed in the Disclosure
              Package and the Final Prospectus;

                     (iv) the Registration Statement has become effective under
              the Act; any required filing of the Basic Prospectus, any
              Preliminary Final Prospectus and the Final Prospectus, and any
              supplements thereto, pursuant to Rule 424(b) has been made in the
              manner and within the time period required by Rule 424(b); to the
              knowledge of such counsel, no stop order suspending the
              effectiveness of the Registration Statement has been issued, no
              proceedings for that purpose have been instituted or threatened,
              and the Registration Statement, the Disclosure Package and the
              Final Prospectus (other than any document filed pursuant to the
              Exchange Act and incorporated or deemed to be incorporated by
              reference in the Final Prospectus and other than the financial
              statements and other financial or statistical data contained
              therein, in each case as to which such counsel need express no
              opinion) comply as to form in all material respects with the
              applicable requirements of the Act and the Trust Indenture Act and
              the respective rules thereunder;

                     (v) the Company is not and, after giving effect to the
              offering and sale of the Securities and the application of the
              proceeds thereof as described in the Disclosure Package and the
              Final Prospectus, will not be an "investment company" as defined
              in the Investment Company Act of 1940, as amended;

                     (vi) the DMNY Subsidiary Guarantors have all requisite
              corporate, partnership or limited liability company power and
              authority, the DMNY Guarantors have taken all requisite corporate,
              partnership and limited liability

                                       21


              company action, and the Company and the DMNY Subsidiary Guarantors
              have received all governmental, judicial and other authorizations,
              approvals and orders which, to the knowledge of such counsel, are
              applicable to the Company and any DMNY Subsidiary Guarantor,
              necessary to enter into and perform this Agreement, the Indenture,
              the Securities, and the Guarantees;

                     (vii) no consent, approval, authorization, filing with or
              order of any court or governmental agency or body is required in
              connection with the execution and delivery of this Agreement by
              the Company or any Subsidiary Guarantors and the performance of
              the obligations hereunder, or under the Indenture, the Securities
              or the Guarantees, except such as have been obtained under the Act
              and such as may be required under the blue sky laws of any
              jurisdiction in connection with the purchase and distribution of
              the Securities by the Underwriters in the manner contemplated in
              this Agreement, the Disclosure Package and in the Final Prospectus
              and such other approvals as have already been obtained;

                     (viii) neither the execution and delivery of the Indenture,
              this Agreement, the issue and sale of the Securities, and in the
              case of the Subsidiary Guarantors, the Guarantees, nor the
              consummation of any other of the transactions herein or therein
              contemplated nor the fulfillment of the terms hereof or thereof
              will, to the knowledge of such counsel, conflict with, result in a
              breach or violation of or imposition of any lien, charge or
              encumbrance upon any property or assets of the Company or the DMNY
              Subsidiary Guarantors pursuant to, (i) the charter or by-laws of
              the Company or the DMNY Subsidiary Guarantors, (ii) the terms of
              any indenture, contract, lease, mortgage, deed of trust, note
              agreement, loan agreement or other agreement, obligation,
              condition, covenant or instrument to which the Company or its
              subsidiaries is a party or bound or to which its or their property
              is subject, which is filed or incorporated by reference as an
              exhibit to the Registration Statement (including any such
              agreement or other instrument filed as an exhibit to any report
              filed by the Company or any Subsidiary Guarantor with the
              Securities and Exchange Commission since the date of filing of the
              Registration Statement), or (iii) any statute, law, rule,
              regulation, or any judgment, order or decree of which such counsel
              is aware, applicable to the Company or the DMNY Subsidiary
              Guarantors of any court, regulatory body, administrative agency,
              governmental body, arbitrator or other authority having
              jurisdiction over the Company or its subsidiaries or any of its or
              their properties, except in the case of clause (ii) or (iii) for
              breaches, violations or imposition of liens which are not material
              to the operations of the Company and its subsidiaries taken as a
              whole or to the execution, delivery and performance of the
              Underwriting Agreement, the Indenture, the Securities and the
              Guarantees or the consummation of the transactions contemplated
              herein or therein;

                     (ix) to the knowledge of such counsel, no holders of
              securities of the Company have rights to the registration of such
              securities under the Registration Statement;

                                       22


                     (x) to the knowledge of such counsel, there are no
              contracts, indentures, mortgages, loan agreements, notes, leases
              or other instruments required to be described or referred to in
              the Disclosure Package and the Final Prospectus or to be filed as
              exhibits thereto other than those described or referred to therein
              or filed or incorporated by reference as exhibits thereto;

                     (xi) the Securities, the Guarantees and the Indenture
              conform in all material respects to the descriptions thereof
              contained or incorporated by reference in the Disclosure Package
              and the Final Prospectus;

                     (xii) each document filed pursuant to the Exchange Act
              (other than the financial statements and supporting schedule and
              other financial or statistical data included or incorporated by
              reference therein, as to which no opinion need be rendered) and
              incorporated or deemed to be incorporated by reference in the
              Final Prospectus complied when so filed as to form in all material
              respects with the Exchange Act; and

                     (xiii) neither the consummation of the transactions
              contemplated by this Agreement or the Indenture nor the sale,
              issuance, execution or delivery of the Securities will violate
              Regulation T, U or X promulgated by the Board of Governors of the
              Federal Reserve System, assuming the proceeds of the sale of the
              Securities are utilized as described in the Disclosure Package and
              the Final Prospectus.

              Such counsel shall also state that no fact has come to their
       attention that causes them to believe that (i) the Registration Statement
       or any amendment thereto, including the Rule 430A Information (except for
       financial statements and schedules and other financial or statistical
       data included therein or omitted therefrom, as to which such counsel
       expresses no belief and makes no statement), at the time such
       Registration Statement or any such amendment became effective, contained
       an untrue statement of a material fact or omitted to state a material
       fact required to be stated therein or necessary to make the statement
       therein not misleading, (ii) the Final Prospectus or any amendment or
       supplement thereto (except for financial statements and schedules and
       other financial or statistical data included therein or omitted
       therefrom, as to which such counsel expresses no belief and makes no
       statement), at the time the Final Prospectus was issued, at the time any
       such amended or supplemented Final Prospectus was issued or at the
       Closing Date or any Date of Delivery, as applicable, included or includes
       an untrue statement of a material fact of omitted or omits to state a
       material fact necessary in order to make the statements therein, in the
       light of the circumstances under which they were made, not misleading, or
       (iii) the documents included in the Disclosure Package (other than the
       financial statements and schedules and other financial or statistical
       data included therein or omitted therefrom, as to which such counsel
       expresses no belief and makes no statement), as of the Applicable Time,
       contained any untrue statement of a material fact or omitted to state any
       material fact necessary in order to make the statement therein, in the
       light of circumstances under which they were made, not misleading. With
       respect to statements contained in the Disclosure Package, any statement
       contained in any of the constituent documents shall be deemed to be
       modified or superseded to the extent that

                                       23


       any information contained in subsequent constituent documents modifies or
       replaces such statement.

       In rendering such opinion, such counsel (A) may limit their opinion to
       the Federal laws of the United States, the laws of the State of New York,
       the General Corporation Law of the State of Delaware, the Limited
       Liability Company Act of the State of Delaware and the General
       Corporation Law of the State of Maryland and (B) may rely as to matters
       of fact, to the extent they deem proper, on certificates of officers of
       the Company or any Subsidiary Guarantors and public officials. References
       to the Final Prospectus in this paragraph (b) include any supplements
       thereto at the Closing Date or any Date of Delivery, as applicable.

              (II) Foley & Lardner LLP, special counsel for the Company, to have
       furnished the Representative their opinion, dated the Closing Date and
       each Date of Delivery, as applicable, and addressed to the Representative
       to the effect that:

                  (i) each of the Company and the Subsidiary Guarantors other
            than the DMNY Subsidiary Guarantors (the "Remaining Subsidiary
            Guarantors") has been duly incorporated or otherwise formed and is
            validly existing in good standing under the laws of the jurisdiction
            in which it incorporated or formed, with full corporate, partnership
            or limited liability company power and authority to own or lease, as
            the case may be, and to operate its properties and conduct its
            business as described in the Disclosure Package and the Final
            Prospectus;

                  (ii) the issuance of the Securities is not subject to
            preemptive or other similar rights arising by operation of law,
            under the charter or by-laws of the Company or under any document
            filed as an exhibit to the Company's Form 10-K as filed with the
            Commission for the fiscal year ended December 31, 2005;

                  (iii) (A) the Indenture has been duly authorized, executed and
            delivered by the Company and each Remaining Subsidiary Guarantor;
            and (B) the Securities have been duly authorized; and (C) the
            Guarantees to which the Remaining Subsidiary Guarantors are a party
            have been duly and validly authorized by the Remaining Subsidiary
            Guarantors;

                  (iv) the statements included in the Final Prospectus under the
            heading "Description of Capital Stock," insofar as such statements
            purport to summarize legal matters, agreements, documents or
            proceedings discussed therein, have been reviewed by such counsel
            and are correct in all material respects;

                  (v) this Agreement has been duly authorized, executed and
            delivered by the Company;

                  (vi) the Company and the Remaining Subsidiary Guarantors have
            all requisite corporate, partnership or limited liability company
            power and authority, have taken all requisite corporate, partnership
            and limited liability company action, and have received and are in
            compliance with all governmental and judicial authorizations,
            approvals and orders which, to the actual knowledge of

                                       24


            such counsel, are applicable to the Company and any Remaining
            Subsidiary Guarantor, necessary to enter into and perform this
            Agreement, the Indenture, the Securities, and the Guarantees; and

                  (vii) no consent, approval, authorization, filing with or
            order of any court or governmental agency or body under the laws of
            the States of Arizona, Florida, Michigan, Minnesota, Nevada and
            Texas is required in connection with the execution and delivery of
            this Agreement by the Company or any Remaining Subsidiary Guarantor,
            the performance of the obligations hereunder, or under the
            Indenture, the Securities, and the Guarantees, except such as may be
            required under the blue sky laws of any jurisdiction in connection
            with the purchase and distribution of the Securities by the
            Underwriters in the manner contemplated in this Agreement, the
            Disclosure Package and in the Final Prospectus and such other
            approvals as have already been obtained.

      In rendering such opinion, such counsel may (A) limit their opinion to the
      laws of the States of Arizona, Florida, Michigan, Minnesota, Nevada and
      Texas, and (B) as to matters of fact, to the extent they deem proper, rely
      on certificates of responsible officers of the Company and each of the
      Subsidiary Guarantors and public officials. References to the Final
      Prospectus in this paragraph (b) include any supplements thereto at the
      Closing Date or any Date of Delivery, as applicable.

            (c) The Representative shall have received from Mayer, Brown, Rowe &
      Maw LLP, counsel for the Underwriters, such opinion or opinions, dated the
      Closing Date and each Date of Delivery, as applicable, and addressed to
      the Representative, with respect to the issuance and sale of the
      Securities, the Indenture, the Registration Statement, the Disclosure
      Package, the Final Prospectus (together with any supplement thereto) and
      other related matters as the Representative may reasonably require, and
      the Company shall have furnished to such counsel such documents as they
      request for the purpose of enabling them to pass upon such matters.

            (d) The Company shall have furnished to the Representative a
      certificate of the Company, signed by the Chairman of the Board or the
      President and the principal financial or accounting officer of the
      Company, dated the Closing Date and each Date of Delivery, as applicable,
      to the effect that the signers of such certificate have carefully examined
      the Registration Statement, the Disclosure Package, the Final Prospectus,
      any supplements to the Final Prospectus and this Agreement and that:

                  (i) the representations and warranties of the Company in this
            Agreement are true and correct on and as of the Closing Date or the
            Date of Delivery, as applicable, with the same effect as if made on
            the Closing Date or such Date of Delivery and the Company has
            complied with all the agreements and satisfied all the conditions on
            its part to be performed or satisfied at or prior to the Closing
            Date or such Date of Delivery;

                                       25


                  (ii) no stop order suspending the effectiveness of the
            Registration Statement has been issued and no proceedings for that
            purpose have been instituted or, to the Company's knowledge,
            threatened; and

                  (iii) since the date of the most recent financial statements
            included or incorporated by reference in the Disclosure Package and
            the Final Prospectus (exclusive of any supplement thereto), there
            has been no material adverse effect on the condition (financial or
            otherwise), prospects, earnings, business or properties of the
            Company and its subsidiaries, taken as a whole, whether or not
            arising from transactions in the ordinary course of business, except
            as set forth in or contemplated in the Final Prospectus (exclusive
            of any supplement thereto).

            (e) At the Applicable Time, on the Closing Date and on each Date of
      Delivery, the Company shall have requested and caused Ernst & Young LLP to
      furnish to the Representative one or more letters, dated respectively as
      of the Applicable Time, as of the Closing Date and as of each Date of
      Delivery, in form and substance satisfactory to the Representative, of the
      type described in AICPA Statement on Auditing Standards No. 72. References
      to the Final Prospectus in this Section 6(e) include any amendment or
      supplement thereto at the date of the applicable letter.

            (f) Subsequent to the Applicable Time or, if earlier, the dates as
      of which information is given in the Registration Statement (exclusive of
      any amendment thereof), the Disclosure Package (exclusive of any
      supplement thereof) and the Final Prospectus (exclusive of any supplement
      thereto), there shall not have been (i) any change or decrease specified
      in the letter or letters referred to in paragraph (e) of this Section 6 or
      (ii) any change, or any development involving a prospective change, in or
      affecting the condition (financial or otherwise), earnings, business or
      properties of the Company and its subsidiaries, taken as a whole, whether
      or not arising from transactions in the ordinary course of business,
      except as set forth in or contemplated in the Final Prospectus (exclusive
      of any supplement thereto) the effect of which, in any case referred to in
      clause (i) or (ii) above, is, in the sole judgment of the Representative,
      so material and adverse as to make it impractical or inadvisable to
      proceed with the offering or delivery of the Securities as contemplated by
      the Registration Statement (exclusive of any amendment thereof) and the
      Final Prospectus (exclusive of any supplement thereto).

            (g) Subsequent to the Applicable Time, there shall not have been any
      decrease in the rating of any of the Company's debt securities by any
      "nationally recognized statistical rating organization" (as defined for
      purposes of Rule 436(g) under the Act) or any notice given or announcement
      made of any intended or potential decrease in any such rating or of a
      possible change in any such rating that does not indicate the direction of
      the possible change.

            (h) The Securities shall be eligible for clearance and settlement
      through The Depositary Trust Company.

            (i) On the Closing Date and as of each Date of Delivery, counsel for
      the Underwriters shall have been furnished with such documents and
      opinions as they may

                                       26


      require for the purpose of enabling them to pass upon the issuance and
      sale of the Securities as herein contemplated and related proceedings, or
      in order to evidence the accuracy of any of the representations or
      warranties, or the fulfillment of any of the conditions, herein contained;
      and all proceedings taken by the Company in connection with the issuance
      and sale of the Securities as herein contemplated shall be reasonably
      satisfactory in form and substance to the Representative and counsel for
      the Underwriters.

            (j) The sale of the Securities hereunder shall not be enjoined
      (temporarily or permanently), in whole or in part, on the Closing Date or
      on any Date of Delivery.

            (k) Subsequent to the date of the most recent financial statements
      in the Disclosure Package and the Final Prospectus (exclusive of any
      amendment or supplement thereto after the date hereof), other than as
      described in the Disclosure Package and the Final Prospectus or
      contemplated hereby or thereby, neither the Company nor any of its
      subsidiaries shall have incurred any liabilities or obligations, direct or
      contingent not in the ordinary course of business that are material to the
      Company and its subsidiaries, taken as a whole, or entered into any
      transactions not in the ordinary course of business that are material to
      the business, condition (financial or other) or results of operations or
      prospects of the Company, taken as a whole, and there shall not have been
      any adverse change in the capital stock or long-term indebtedness of the
      Company or any of its subsidiaries that is material to the business,
      condition (financial or other) or results of operations or prospects of
      the Company and its subsidiaries, taken as a whole.

            (l) On the Closing Date and on each Date of Delivery, the Securities
      shall be rated at least Baa3 by Moody's Investor's Service Inc. and BBB-
      by Standard & Poor's Corporation, and the Company shall have delivered to
      the Underwriters a letter, dated the Closing Date or the Date of Delivery,
      as applicable, from each such rating agency, or other evidence
      satisfactory to the Underwriters, confirming that the Securities have such
      ratings; and since the date hereof, there shall not have been any decrease
      in the rating of any of the Company's debt securities by any "nationally
      recognized statistical rating organization" (as defined for purposes of
      Rule 436(g) under the Securities Act) or any notice given of any intended
      or potential decrease in any such rating or of a possible change in any
      such rating that does not indicate the direction of the possible change.

            (m) Subsequent to the date of the most recent financial statements
      in the Disclosure Package and the Final Prospectus and except as stated
      therein (exclusive of any amendment or supplement thereto after the date
      hereof), the conduct of the business and operations of the Company shall
      not have been interfered with by strike, fire, flood, hurricane, accident
      or other calamity (whether or not insured) or by any court or governmental
      action, order or decree, and the properties of the Company shall not have
      sustained any loss or damage (whether or not insured) as a result of any
      such occurrence, except any such interference, loss or damage which would
      not, individually or in the aggregate, have a Material Adverse Effect.

            (n) Each of the Company and the Trustee shall have entered into the
      Indenture, and each of the Subsidiary Guarantors shall have entered into
      the Guarantees, in each

                                       27


      case in form and substance satisfactory to the Representative and counsel
      to the Underwriters.

            (o) Prior to the Closing Date or any Date of Delivery, the Company
      shall have furnished to the Representative such further information,
      certificates and documents as the Representative may reasonably request.

      If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representative and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date or the Date of Delivery, as
applicable, by the Representative. Notice of such cancellation shall be given to
the Company in writing or by telephone or facsimile confirmed in writing.

      The documents required to be delivered by this Section 6 shall be
delivered at the office of Mayer, Brown, Rowe & Maw LLP, counsel for the
Underwriters, at 1675 Broadway, New York, New York 10019, on the Closing Date or
the Date of Delivery, as applicable.

            7. Payment of Expenses. Whether or not the offering of the
Securities or any of the transactions contemplated in this Agreement or the
Disclosure Package and Final Prospectus are consummated or this Agreement is
terminated, to pay (i) all costs, expenses, fees and taxes incidental to and in
connection with: (A) the preparation, printing, filing and distribution of the
Registration Statement, the Disclosure Package, any Preliminary Prospectus, the
Final Prospectus and any Issuer Free Writing Prospectus and all amendments and
supplements thereto (including, without limitation, financial statements and
exhibits), and all other agreements, memoranda, correspondence and other
documents prepared and delivered in connection herewith, (B) the negotiation,
printing, processing and distribution (including, without limitation, word
processing and duplication costs) and delivery of, each of the documents related
to the offering of the Securities, (C) the preparation, issuance and delivery of
the Securities, (D) the qualification of the Securities for offer and sale under
the securities or Blue Sky laws of the several states (including, without
limitation, the fees and disbursements of the Underwriter's counsel relating to
such registration or qualification) and (E) furnishing such copies of the
Registration Statement, the Disclosure Package, any Preliminary Prospectus and
the Final Prospectus, and all amendments and supplements thereto, as may
reasonably be requested for use by the Underwriters, (ii) all reasonable fees
and expenses of the counsel, accountants and any other experts or advisors
retained by the Company, (iii) all fees and expenses (including reasonable fees
and expenses of counsel) of the Company in connection with approval of the
Securities by DTC for "book-entry" transfer, (iv) all fees charged by rating
agencies in connection with the rating of the Securities, (v) all fees and
expenses (including reasonable fees and expenses of counsel) of the Trustee,
(vi) all fees, disbursements and out-of-pocket expenses incurred by the
Underwriters in connection with its services to be rendered hereunder including,
without limitation, travel and lodging expenses, word processing charges,
messenger and duplicating services, facsimile expenses and other customary
expenditures, but not including the fees and disbursements of Mayer, Brown, Rowe
& Maw LLP, counsel to the Underwriters, (vii) the fees of the National
Association of Securities Dealers, Inc. (the "NASD") in connection with

                                       28


its review of the Offering, if any, (viii) fees, if any, relating to the
registration of the Securities under the Exchange Act and (ix) all other costs
and expenses incident to the performance by the Company of its obligations
hereunder.

            8. Indemnification and Contribution. (a) The Company and the
Subsidiary Guarantors, jointly and severally, agree to indemnify and hold
harmless each Underwriter, the directors, officers, employees and agents of each
Underwriter and each person who controls any Underwriter within the meaning of
either the Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in (A) the Registration Statement, any Preliminary Final Prospectus,
the Final Prospectus, the Disclosure Package or any Issuer Free Writing
Prospectus, or in any amendment thereof or supplement thereto, (B) any "issuer
information" used or referred to in any "free writing prospectus" (as defined in
Rule 405 under the Act) used or referred to by the Underwriter, (C) any "road
show" (as defined in Rule 433 under the Act) not constituting an Issuer Free
Writing Prospectus or (D) any blue sky application or other document prepared or
executed by the Company or any Subsidiary Guarantor (or based upon an written
information furnished by the Company or any Subsidiary Guarantor) specifically
for the purpose of qualifying any or all of the notes under the securities laws
of any state or other jurisdiction (any such application, document or
information being hereinafter called a "Blue Sky Application"); or arise out of
or are based upon the omission or alleged omission to state in any such
documents a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
any Underwriter through the Representative specifically for inclusion therein.
This indemnity agreement will be in addition to any liability that the Company
may otherwise have.

            (b) Each Underwriter severally and not jointly agrees to indemnify
and hold harmless the Company, each of its directors, each of its officers who
signs the Registration Statement, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, to the same extent as
the foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representative
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability that
any Underwriter may otherwise have. The Company acknowledges that the statements
set forth (i) in the last paragraph of the cover page regarding delivery of the
Securities and, (ii) under the heading "Underwriting" (a) the list of
Underwriters and their respective participation in the sale of the Securities,
(b) the sentences related to concessions and reallowances and (c) the paragraph
related to stabilization, syndicate covering transactions and penalty bids in
any Preliminary Final Prospectus and the

                                       29


Final Prospectus constitute the only information furnished in writing by or on
behalf of the several Underwriters for inclusion in any Preliminary Final
Prospectus or the Final Prospectus.

            (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.

            (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company, the Subsidiary Guarantors and the
Underwriters severally agree to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) (collectively "Losses") to
which the Company, the Subsidiary Guarantors and one or more of the Underwriters
may be subject in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Subsidiary Guarantors on the one hand
and by the Underwriters on the other from the offering of the Securities;
provided, however, that in no case shall any Underwriter (except as may be
provided in any agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the underwriting discount
or commission applicable to

                                       30


the Securities purchased by such Underwriter hereunder. If the allocation
provided by the immediately preceding sentence is unavailable for any reason,
the Company, the Subsidiary Guarantors and the Underwriters severally shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company or the Subsidiary
Guarantors on the one hand and of the Underwriters on the other in connection
with the statements or omissions which resulted in such Losses as well as any
other relevant equitable considerations. Benefits received by the Company and
the Subsidiary Guarantors shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by it, and benefits
received by the Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as set forth on the cover
page of the Final Prospectus. Relative fault shall be determined by reference
to, among other things, whether any untrue or any alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information provided by the Company or the Subsidiary Guarantors on
the one hand or the Underwriters on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The Company, the Subsidiary
Guarantors and the Underwriters agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an Underwriter within the meaning of either the Act or the Exchange Act
and each director, officer, employee and agent of an Underwriter shall have the
same rights to contribution as such Underwriter, and each person who controls
the Company within the meaning of either the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

            9. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names in Schedule II hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate principal amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate principal amount of Securities set forth in Schedule II hereto,
the remaining Underwriters shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date or the Date of Delivery, as applicable, shall be
postponed for such period, not exceeding five Business Days, as the
Representative shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other documents or

                                       31


arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its default hereunder.

            10. Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representative, by notice given to the Company
prior to delivery of and payment for the Securities, if at any time prior to
such time (i) trading in the Company's Common Stock shall have been suspended by
the Commission or the New York Stock Exchange or trading in securities generally
on the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange, (ii) there shall have
occurred a material disruption in clearance or settlement systems in the United
States, (iii) a banking moratorium shall have been declared either by Federal or
New York State authorities or (iv) there shall have occurred any material
adverse change in the financial markets in the United States or the markets for
investment grade securities in the United States outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war, or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the sole judgment of the Representative, impractical or inadvisable
to proceed with the offering or delivery of the Securities as contemplated by
the Final Prospectus (exclusive of any amendment or supplement thereto).

            11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or the Company or any of
the officers, directors, employees, agents or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the Securities.
The provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.

            12. No Advisory or Fiduciary Relationship. The Company acknowledges
and agrees that (a) the purchase and sale of the Securities pursuant to this
Agreement, including the determination of the public offering price of the
Securities and any related discounts and commissions, is an arm's-length
commercial transaction between the Company on the one hand, and the
Underwriters, on the other hand, (b) in connection with the offering
contemplated hereby and the process leading to such transaction the Underwriters
are and have been acting solely as a principal and is not the agent or fiduciary
of the Company, or its stockholders, creditors, employees or any other party,
(c) the Underwriters have not assumed nor will they assume an advisory or
fiduciary responsibility in favor of the Company with respect to the offering
contemplated hereby or the process leading thereto (irrespective of whether the
Underwriters have advised or are currently advising the Company or any of its
affiliates on other matters) and the Underwriters do not have any obligation to
the Company with respect to the offering contemplated hereby except the
obligations expressly set forth in this Agreement, (d) the Underwriters and its
affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Company, and (e) the Underwriters have
not provided any legal, accounting, regulatory or tax advice with respect to the
offering contemplated hereby and the Company has consulted its own legal,
accounting, regulatory and tax advisors to the extent it deemed appropriate.

                                       32


            13. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representative, will be mailed,
delivered or telefaxed to Wachovia Capital Markets, LLC (fax: (704) 383-0661)
and confirmed to it at One Wachovia Center, DC-7, 301 South College Street,
Charlotte, NC 28288-0602, Attention: Debt Capital Markets (tel: (704) 715-8305)
or, if sent to the Company, will be mailed, delivered or telefaxed to Pulte
Homes, Inc. (fax: (248) 433-4598) and confirmed to it at (248) 647-2750,
attention of the Legal Department.

            14. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents and controlling persons referred to in
Section 8 hereof, and no other person will have any right or obligation
hereunder.

            15. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed within the State of New York.

            16. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

            17. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

            18. Definitions. The terms which follow, when used in this
Agreement, shall have the meanings indicated.

            "Act" shall mean the Securities Act of 1933, as amended and the
      rules and regulations of the Commission promulgated thereunder.

            "Applicable Time" shall mean the time when sales of the Securities
      were first made on the date of this Agreement.

            "Basic Prospectus" shall mean the prospectus referred to in
      paragraph 1(a) above contained in the Registration Statement at the
      Effective Date including any Preliminary Final Prospectus.

            "Business Day" shall mean any day other than a Saturday, a Sunday or
      a legal holiday or a day on which banking institutions or trust companies
      are authorized or obligated by law to close in New York City.

            "Commission" shall mean the Securities and Exchange Commission.

            "Disclosure Package" shall mean collectively, (i) the most recent
      preliminary prospectus, (ii) the final term sheet required to be filed
      with the Commission pursuant to Rule 433(d) under Section 5(a) of this
      Agreement, (iii) the Issuer Free Writing Prospectuses, if any, identified
      on Schedule V hereto and (iv) any other Free Writing

                                       33


      Prospectus that the parties hereto shall hereafter expressly agree in
      writing to treat as part of the Disclosure Package.

            "Effective Date" shall mean each date and time that the Registration
      Statement, any post-effective amendment or amendments thereto and any Rule
      462(b) Registration Statement became or become effective under the Act.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
      amended, and the rules and regulations of the Commission promulgated
      thereunder.

            "Final Prospectus" shall mean the Final Prospectus Supplement,
      together with the Basic Prospectus.

            "Final Prospectus Supplement" shall mean the prospectus supplement
      relating to the Securities that was first filed pursuant to Rule 424(b)
      after the Applicable Time, together with the Basic Prospectus.

            "Free Writing Prospectus" shall mean a free writing prospectus, as
      defined in Rule 405 under the Act.

            "Issuer Free Writing Prospectus" shall mean any "issuer free writing
      prospectus," as defined in Rule 433 under the Act.

            "Preliminary Final Prospectus" shall mean any preliminary prospectus
      supplement to the Basic Prospectus which describes the Securities and the
      offering thereof and is used prior to filing of the Final Prospectus,
      together with the Basic Prospectus.

            "Registration Statement" shall mean the registration statement
      referred to in paragraph 1(a) above, including exhibits and financial
      statements, as amended at the Applicable Time and, in the event any
      post-effective amendment thereto or any Rule 462(b) Registration Statement
      becomes effective prior to the Closing Date or prior to any Date of
      Delivery, shall also mean such registration statement as so amended or
      such Rule 462(b) Registration Statement, as the case may be. Such term
      shall include any Rule 430A Information deemed to be included therein at
      the Effective Date as provided by Rule 430A.

            "Rule 163", "Rule 164", "Rule 172", "Rule 401", "Rule 405", "Rule
      415", "Rule 424", "Rule 430A", "Rule 433" and "Rule 462" refer to such
      rules under the Act.

            "Rule 430A Information" shall mean information with respect to the
      Securities and the offering thereof permitted to be omitted from the
      Registration Statement when it becomes effective pursuant to Rule 430A.

            "Rule 462(b) Registration Statement" shall mean a registration
      statement and any amendments thereto filed pursuant to Rule 462(b)
      relating to the offering covered by the registration statement referred to
      in Section 1(a) hereof.

                                       34


            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
      amended and the rules and regulations of the Commission promulgated
      thereunder.

                                       35


      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this Agreement and your acceptance shall represent a binding agreement between
the parties hereto.

                                    Very truly yours,

                                    PULTE HOMES, INC.

                                    By: /s/ Steven M. Cook
                                        ------------------------------------
                                         Name:  Steven M. Cook
                                         Title: Vice President, General Counsel
                                                and Secretary

                                       36


                                    By: /s/ Steven M. Cook
                                        ----------------------------------------
                                         Name:  Steven M. Cook
                                         Title: Vice President, General Counsel
                                                and Secretary

                                    On behalf of the several Subsidiary
                                    Guarantors named in Schedule III to the
                                    foregoing Agreement and identified with an
                                    asterisk*.

                                    By: /s/ Bruce E. Robinson
                                        ----------------------------------------
                                         Name:  Bruce E. Robinson
                                         Title: Vice President, Treasurer
                                                and Secretary

                                    On behalf of the several Subsidiary
                                    Guarantors named in Schedule III to the
                                    foregoing Agreement and identified with two
                                    asterisks**.

                                       37


The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.

Wachovia Capital Markets, LLC

By: /s/ Jim Stenson
    --------------------------
Name:  Jim Stenson
Title: Managing Director

For itself and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.

                                       38


                                   SCHEDULE I

Underwriting Agreement dated May 10, 2006

Registration Statement No. 333-133876

Representative & Book-Running Manager:  Wachovia Capital Markets, LLC

Co-Managers:

      Citigroup Global Markets, Inc.

      Merrill Lynch, Pierce, Fenner & Smith Incorporated

      UBS Securities LLC

Title, Purchase Price and Description of 2046 Senior Notes:

      Title: 7.375% Senior Notes due 2046

      Principal Amount of Initial Securities: $150,000,000

      Principal Amount of Option Securities: $22,500,000

      Purchase Price of Initial Securities (include accrued interest or
      amortization, if any): $145,275,000

      Sinking fund provisions: None

      Redemption provisions: See Final Prospectus or Disclosure Package

      Other provisions: See Final Prospectus or Disclosure Package

Closing Date, Time and Location for the Initial Securities:

                    May 17, 2006, at 10:00 a.m. at the offices of Sidley Austin
                    LLP, counsel to the Company, at One South Dearborn
                    Street, Chicago, Illinois 60603

Type of Offering:  Rule 415

Date referred to in Section 5(f) after which the Company may offer or sell debt
securities issued or guaranteed by the Company without the consent of the
Representative(s): 30 days after the Applicable Time

Modification of items to be covered by the letter from Ernst & Young LLP,
delivered pursuant to Section 6(e) at the Applicable Time: None





                                                     SCHEDULE II
                                                                                                        Maximum
                                                                           Number of Initial       Number of Option
                                                                              Securities               Securities
Underwriters                                                                  to be Sold               to be Sold
- ------------                                                             --------------------    --------------------
                                                                                           
Wachovia Capital Markets, LLC........................................            $ 36,150,000             $ 5,422,500
Citigroup Global Markets, Inc........................................            $ 35,250,000             $ 5,287,500
Merrill Lynch, Pierce, Fenner & Smith Incorporated...................            $ 35,250,000             $ 5,287,500
UBS Securities LLC...................................................            $ 35,250,000             $ 5,287,500
Banc of America Securities LLC.......................................            $    900,000             $   135,000
Barclays Capital Inc.................................................            $    900,000             $   135,000
BNP Paribas Securities Corp..........................................            $    900,000             $   135,000
Comerica Securities Inc..............................................            $    900,000             $   135,000
Deutsche Bank Securities Inc.........................................            $    900,000             $   135,000
Fifth Third Securities, Inc..........................................            $    900,000             $   135,000
J.P. Morgan Securities Inc...........................................            $    900,000             $   135,000
LaSalle Financial Services, Inc......................................            $    900,000             $   135,000
SunTrust Capital Markets, Inc........................................            $    900,000             $   135,000

         Total.......................................................            $150,000,000             $22,500,000




                                  SCHEDULE III

List of Subsidiary Guarantors

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, L.P.**
DIVOSTA HOME SALES, INC. (formerly known as DiVosta Homes, Inc.)**
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-IN CORPORATION**
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**
WILBEN, LLLP**



                                   SCHEDULE IV


                                                         State of
DMNY Subsidiary Guarantor                                Organization
- -------------------------                                -------------
                                                      
Del Webb Corporation                                     Delaware

DiVosta Homes, L.P.                                      Delaware

Harrison Hills, LLC                                      Maryland

PC/BRE Development L.L.C.                                Delaware

PC/BRE Springfield L.L.C.                                Delaware

PC/BRE Venture L.L.C.                                    Delaware

PC/BRE Whitney Oaks L.L.C.                               Delaware

PC/BRE Winfield L.L.C.                                   Delaware

Wilben, LLLP                                             Maryland

EX-4.(A)

                                                                    EXHIBIT 4(a)

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

                               PULTE HOMES, INC.

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

                              INDENTURE SUPPLEMENT

                            DATED AS OF MAY 17, 2006

                                       TO

                                   INDENTURE

                          DATED AS OF OCTOBER 24, 1995

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

                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

                                    TRUSTEE

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

                             SENIOR DEBT SECURITIES



      INDENTURE SUPPLEMENT, dated as of May 17, 2006, among PULTE HOMES, INC., a
Michigan corporation ("Company"), located at 100 Bloomfield Hills Parkway, Suite
300, Bloomfield Hills, Michigan 48304, J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee ("Trustee"), and the Company's direct and indirect
wholly-owned domestic homebuilding subsidiaries set forth on the signature pages
hereto (collectively, the "Guarantors").

                                    RECITALS

      The Company and certain Guarantors have heretofore executed and delivered
to the Trustee that certain Indenture, dated as of October 24, 1995
(hereinafter, the "Original Indenture" and, as amended by the Indenture
Supplement dated as of August 27, 1997, the Indenture Supplement dated as of
March 20, 1998, the Indenture Supplement dated as of January 31, 1999, two
Indenture Supplements each dated as of April 3, 2000, the Indenture Supplement
dated as of February 21, 2001, the Indenture Supplement dated as of July 31,
2001, the Indenture Supplement dated as of August 6, 2001, the Indenture
Supplement dated as of June 12, 2002, the Indenture Supplement dated as of
February 3, 2003, the Indenture Supplement dated as of May 22, 2003, the
Indenture Supplement dated as of January 16, 2004, the Indenture Supplement
dated as of July 9, 2004, the Indenture Supplement dated as of February 10, 2005
and this Indenture Supplement, hereinafter, the "Indenture"), pursuant to which
one or more series of unsecured debenture, notes or other evidences of
indebtedness of the Company (hereinafter, the "Securities") may be issued from
time to time.

      Section 901(6) of the Indenture provides that a supplemental indenture may
be entered into by the Company and the Trustee without the consent of any
Holders to make provisions to establish the form or terms of Securities of any
series as permitted by Sections 201 and 301 of the Indenture.

      Pursuant to the terms of Section 901(6) of the Indenture, the Company
desires to provide for the establishment of the form and terms of a new series
of its Securities to be known as its 7.375% Senior Notes due 2046 (the "Notes").

      Section 901(9) of the Indenture provides that a supplemental indenture may
be entered into by the Company and the Trustee without the consent of any
Holders to make provisions with respect to matters arising under the Indenture
which do not adversely affect the interests of the Holders of the Securities of
any series in any material respect.

      The Company has furnished the Trustee with (i) an Opinion of Counsel
stating that the execution of this Indenture Supplement is authorized or
permitted by the Indenture and (ii) a copy of the resolutions of its Board of
Directors certified by its Secretary, pursuant to which this Indenture
Supplement has been authorized.

      All things necessary to make this Indenture Supplement a valid agreement
of the Company and the Trustee and a valid amendment of and supplement to the
Indenture have been done.



      NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

      For and in consideration of the premises and the mutual covenants and
agreements contained herein, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Notes, and, as to Articles III
and V, all Securities or series thereof, as follows:

                                   ARTICLE I

                                  DEFINED TERMS

      SECTION 1.01. Defined Terms. Except as otherwise expressly provided in
this Indenture Supplement or in the form of Note attached as Exhibit A hereto or
otherwise clearly required by the context hereof or thereof, all capitalized
terms used and not defined in this Indenture Supplement that are defined in the
Original Indenture shall have the meanings assigned to them in the Original
Indenture. For all purposes of this Indenture Supplement:

      "Certificated Note" has the meaning set forth in Section 2.04 hereof.

      "Closing Date" means May 17, 2006.

      "Commission" means the Securities and Exchange Commission and any
successor thereto.

      "Company" has the meaning set forth in the preamble.

      "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
clearing agency registered under the Exchange Act, specified for that purpose as
contemplated by Section 301 or any successor clearing agency registered under
the Exchange Act as contemplated by Section 305, and if at any time there is
more than one such Person, "Depositary" as used with respect to the Securities
of any series shall mean the Depositary with respect to the Securities of such
series.

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

      "Global Note" has the meaning set forth in Section 2.04 hereof.

      "Global Security" means a Security bearing the legend specified in Section
204 (as added hereby) evidencing all or part of a series of Securities, issued
to the Depositary for such series or its nominee, and registered in the name of
such Depositary or nominee. Unless otherwise specified, references to a
permanent global security in this Indenture shall include any Global Security.

      "Global Securities Legend" means the legend set forth on the form of Note
attached as Exhibit A hereto.

      "Guarantors" has the meaning set forth in the preamble.

      "Indenture" has the meaning set forth in the recitals.

                                      -2-



      "Interest Payment Date" has the meaning set forth in Section 2.02 hereof.

      "Notes" means any of the Securities of the series designated in the third
paragraph of the recitals hereof and Section 2.01 hereof that are authenticated
and delivered under the Indenture. For all purposes of the Indenture, the term
"Notes" shall include the Notes initially issued on the Closing Date and any
other Notes issued after the Closing Date under the Indenture. For purposes of
the Indenture, the Notes shall vote together and otherwise constitute a single
series of Securities under the Indenture.

      "Original Indenture" has the meaning set forth in the recitals.

      "Regular Record Date" has the meaning set forth in Section 2.02 hereof.

      "Registrar" has the meaning set forth in Section 4.03 hereof.

      "Securities" has the meaning set forth in the recitals.

      "Trustee" has the meaning set forth in the preamble.

      "Underwriters" means the underwriters listed on Schedule II of the
Underwriting Agreement.

      "Underwriting Agreement" means the Underwriting Agreement, dated May 10,
2006, relating to the 7.375% Senior Notes due 2046, by and among the Company,
the Guarantors and Wachovia Capital Markets, LLC, as representative of the
several Underwriters.

      The parties hereto acknowledge that certain terms are defined in both the
Original Indenture and in this Indenture Supplement. The parties hereto hereby
agree that, unless otherwise expressly stated or the context otherwise requires,
any term which is defined in both the Original Indenture and in this Indenture
Supplement, when used with respect to or in the certificates evidencing the
Notes, shall have the meaning set forth in this Indenture Supplement.

                                   ARTICLE II

                               TERMS OF THE NOTES

      SECTION 2.01. Establishment of the Notes.

      (a) There is hereby authorized and established a series of Securities
designated the 7.375% Senior Notes due 2046, limited in aggregate principal
amount to $150,000,000 (or $172,500,000 if the Underwriters' option to purchase
additional Notes set forth in the Underwriting Agreement is exercised in
full)(in each case, except as provided in Section 301(2) of the Original
Indenture); provided that the Company may, without the consent of the Holders of
the Outstanding Notes, "reopen" this series of Securities so as to increase the
aggregate principal amount of Notes Outstanding in compliance with the
procedures set forth in the Indenture, including Sections 301 and 303 thereof,
so long as any such additional Notes have the same tenor and terms (including,
without limitation, rights to receive accrued and unpaid interest) as the Notes
then Outstanding.

                                      -3-


      SECTION 2.02. Terms of the Notes. The Stated Maturity on which the
principal of the Notes shall be due and payable shall be June 1, 2046.

      The principal of the Notes shall bear interest at the rate of 7.375% per
annum from May 17, 2006 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable quarterly in arrears on
June 1, September 1, December 1 and March 1 (each, an "Interest Payment Date")
in each year, commencing September 1, 2006, to the Persons in whose names the
Notes (or one or more Predecessor Securities) are registered at the close of
business on the May 15, August 15, November 15 or February 15 immediately
preceding such Interest Payment Dates (each, a "Regular Record Date") regardless
of whether such Regular Record Date is a Business Day. Any overdue principal of
and premium, if any, on the Notes and any overdue installment of interest on the
Notes shall, to the extent permitted by law, bear interest at the rate of 7.375%
per annum.

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

      No additional amounts will be payable on any Notes held by a Person who is
a non-United States citizen in respect of any tax, assessment or governmental
charge withheld or deducted.

      The Borough of Manhattan, in The City of New York is hereby designated as
a Place of Payment for the Notes; and the place where the principal of and
interest on the Notes shall be payable, where Notes may be surrendered for
registration of transfer and exchange, and where notices and, if other than in
the manner provided in Section 105 of the Original Indenture, demands to or upon
the Company in respect of the Notes may be served, shall be the office or agency
maintained by the Company for that purpose in the Borough of Manhattan, in The
City of New York, which initially shall be the office of the Trustee located at
4 New York Plaza, New York, New York 10005, Attention: Corporate Trust
Administration.

      The Notes are subject to redemption at the option of the Company as
provided in the form of Notes attached hereto as Exhibit A and in the Indenture.
The Notes shall not have the benefit of a sinking fund.

      The Notes shall be subject to the restricted covenants described in
Sections 1006 and 1007 and Article 8 of the Indenture.

      The Notes shall be subject to defeasance and covenant defeasance at the
option of the Company as provided in Sections 1401, 1402 and 1403 of the
Indenture; provided that, without limitation to the provisions of Sections 1401,
1402 and 1403 of the Original Indenture, the provisions of Article III of this
Indenture Supplement shall survive any such defeasance or covenant defeasance
and remain in full force and effect.

      The Notes shall have such other terms and provisions as are set forth in
the form of Note attached hereto as Exhibit A (all of which incorporated by
reference in and made a part of this Indenture Supplement as if set forth in
full at this place).

                                      -4-


      SECTION 2.03. Denominations. The Notes shall be issued in denominations
equal to integral multiples of $25, but in any case not less then $25.

      SECTION 2.04. Form. The Notes shall be in substantially the form set forth
in Exhibit A hereto, with such changes therein as may be authorized by any
officer of the Company executing the Notes by manual or facsimile signature,
such approval to be conclusively evidenced by the execution thereof by such
officer.

      The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture Supplement, and the Company and
the Trustee, by their execution and delivery of this Indenture Supplement,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture Supplement, the provisions of this Indenture Supplement shall
govern and be controlling.

      The Notes shall be issued as Registered Securities without coupons.

      The Notes shall be issued initially in the form of one or more permanent
Global Securities (collectively, the "Global Notes"). The initial Depositary for
the Global Notes shall be The Depository Trust Company. The Global Notes shall
be registered in the name of the Depositary or a nominee of the Depositary and
deposited with the Trustee, as custodian for the Depositary. Notes may be issued
in certificated form without interest coupons only to the extent provided by the
Indenture and this Indenture Supplement ("Certificated Notes"). Except as
provided in Section 4.02 of this Indenture Supplement, owners of beneficial
interests in Global Notes will not be entitled to receive physical delivery of
Certificated Notes.

      Holders of beneficial interests shall have no rights under the Indenture
with respect to any Global Security held on their behalf by the Depositary or by
the Trustee as Securities Custodian or under such Global Security, and the
Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its holders of
beneficial interests, the operation of customary practices of such Depositary
governing the exercise of the rights of a holder of a beneficial interest in any
Global Security.

                                  ARTICLE III

                              INTENTIONALLY OMITTED

                     APPLICATION OF AMENDMENTS TO INDENTURE

      Section 3.01. Amendment to Definition of "Bank Credit Facility" in the
Indenture. The definition of "Bank Credit Facility" in Section 101 of the
Indenture is hereby amended and restated as follows:

                                      -5-


            "Bank Credit Facility" means the Second Amended and Restated Credit
      Agreement, dated as of October 31, 2005, by and among Pulte Homes, Inc.,
      material subsidiaries of Pulte Homes, Inc. as guarantors, JPMorgan Chase
      Bank, N.A., as administrative agent, Citigroup Global Markets, Inc., as
      syndication agent, and the other lenders named therein, as may be amended,
      restated, supplemented, renewed, replaced or otherwise modified from time
      to time, including any agreement extending the maturity of or refinancing
      of or refunding all or any portion of the Indebtedness or increasing the
      amount to be borrowed under such agreements or any successor agreement,
      whether or not by or among the same parties.

      SECTION 3.02. Amendment to Definition of "Restricted Subsidiary" in the
Indenture. The definition of "Restricted Subsidiary" in Section 101 of the
Indenture is hereby amended and restated as follows:

            "Restricted Subsidiary" means any Guarantor and any other of the
      Company's 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).

                                   ARTICLE IV

                             ORIGINAL ISSUE OF NOTES

      SECTION 4.01. Notes. Notes in the aggregate principal amount of
$150,000,000 (or $172,500,000 if the Underwriters' option to purchase additional
Notes set forth in the Underwriting Agreement is exercised in full) may be
executed by the Company and delivered to the Trustee for authentication and the
Trustee shall thereupon authenticate and, on the Closing Date, deliver said
Notes upon a Company Order without any further action by the Company.

      SECTION 4.02. Certificated Notes.

      (a) Global Notes deposited with the Depositary or with the Trustee as
Trustee pursuant to Section 2.04 of this Indenture Supplement shall be
transferred to the beneficial owners thereof in the form of Certificated Notes
in an aggregate principal amount equal to the principal amount of such Global
Notes, in exchange for such Global Notes, only if such transfer complies with
Section 305 of the Original Indenture and Section 4.03 of this Indenture
Supplement and (i) the Company notifies the Trustee that the Depositary is no
longer willing or able to act as a depositary or clearing system for the Notes
or the Depositary ceases to be a "clearing agency" registered under the Exchange
Act, and a successor depositary or clearing system is not appointed by the
Company within 90 days of such notice or cessation, (ii) upon the occurrence and
continuation of an Event of Default, or (iii) the Company, in its sole
discretion, notifies the

                                      -6-


Trustee in writing that it elects to cause the issuance of Certificated Notes
under the Indenture rather than have the Notes represented by a Global Security.

      (b) Any Global Note that is transferable to the beneficial owners thereof
pursuant to this Section 4.02 shall be surrendered by the Depositary to the
Trustee, to be so transferred, in whole or from time to time in part, without
charge, and the Trustee shall authenticate and deliver, upon such transfer of
each portion of such Global Note, an equal aggregate principal amount of
Certificated Notes of authorized denominations. Any portion of a Global Note
transferred pursuant to this Section 4.02 shall be executed, authenticated and
delivered only in denominations equal to integral multiples of $25 of principal
amount, but in any case not less then $25 and registered in such names as the
Depositary shall direct.

      (c) The registered Holder of a Global Note may grant proxies and otherwise
authorize any Person, including holders of beneficial interests, to take any
action which a Holder is entitled to take under the Indenture or the Notes.

      (d) In the event of the occurrence of any of the events specified in
Section 4.02(a)(i), (ii) or (iii) of this Indenture Supplement, the Company will
promptly make available to the Trustee a reasonable supply of Certificated Notes
in fully registered form without interest coupons.

      SECTION 4.03. Transfer and Exchange.

      (a) Transfer and Exchange of Certificated Notes. When Certificated Notes
are presented to the Company's registrar with respect to the Notes (the
"Registrar") with a request:

            (i) to register the transfer of such Certificated Notes; or

            (ii) to exchange such Certificated Notes for an equal principal
      amount of Certificated Notes of other authorized denominations, the
      Registrar shall register the transfer or make the exchange as requested if
      its reasonable requirements for such transaction are met; provided,
      however, that the Certificated Notes surrendered for transfer or exchange:

                  (A) shall be duly endorsed or accompanied by a written
            instrument of transfer in form reasonably satisfactory to the
            Company and the Registrar, duly executed by the Holder thereof or
            his attorney duly authorized in writing; and

                  (B) are accompanied by the following additional information
            and documents, as applicable:

                        (x) if such Certificated Notes are being delivered to
                  the Registrar by a Holder for registration in the name of such
                  Holder, without transfer, a certification from such Holder to
                  that effect (in the form set forth on the reverse side of the
                  Note); or

                                      -7-


                        (y) if such Certificated Notes are being transferred to
                  the Company, a certification to that effect (in the form set
                  forth on the reverse side of the Note).

      (b) Restrictions on Transfer of a Certificated Note for a Beneficial
Interest in a Global Note. A Certificated Note may not be exchanged for a
beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Certificated
Note, duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar, together with written
instructions directing the Trustee to make, or to direct the Trustee to make, an
adjustment on its books and records with respect to such Global Note to reflect
an increase in the aggregate principal amount of the Notes represented by the
Global Note, such instructions to contain information regarding the Depositary
account to be credited with such increase, then the Trustee shall cancel such
Certificated Note and cause, or direct the Trustee to cause, in accordance with
the standing instructions and procedures existing between the Depositary and the
Trustee, the aggregate principal amount of Notes represented by the Global Note
to be increased by the aggregate principal amount of the Certificated Note to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Note equal to
the principal amount of the Certificated Note so canceled. If no Global Notes
are then outstanding and the Global Note has not been previously exchanged for
Certificated Notes pursuant to Section 4.02 of this Indenture Supplement, the
Company shall issue and the Trustee shall authenticate, upon written order of
the Company in the form of an Officers' Certificate, a new Global Note in the
appropriate principal amount.

      (c) Transfer and Exchange of Global Notes.

            (i) The transfer and exchange of Global Notes or beneficial
      interests therein shall be effected through the Depositary, in accordance
      with this Indenture Supplement (including applicable restrictions on
      transfer set forth herein, if any) and the procedures of the Depositary
      therefor. A transferor of a beneficial interest in a Global Note shall
      deliver a written order given in accordance with the Depositary's
      procedures containing information regarding the participant account of the
      Depositary to be credited with a beneficial interest in such Global Note
      or another Global Note and such account shall be credited in accordance
      with such order with a beneficial interest in the applicable Global Note
      and the account of the Person making the transfer shall be debited by an
      amount equal to the beneficial interest in the Global Note being
      transferred.

            (ii) If the proposed transfer is a transfer of a beneficial interest
      in one Global Note to a beneficial interest in another Global Note, the
      Registrar shall reflect on its books and records the date and an increase
      in the principal amount of the Global Note to which such interest is being
      transferred in an amount equal to the principal amount of the interest to
      be so transferred, and the Registrar shall reflect on its books and
      records the date and a corresponding decrease in the principal amount of
      Global Note from which such interest is being transferred.

            (iii) Notwithstanding any other provisions of this Indenture
      Supplement (other than the provisions set forth in Section 4.02 of this
      Indenture Supplement), a Global Note

                                      -8-


      may not be transferred as a whole except by the Depositary to a nominee of
      the Depositary or by a nominee of the Depositary to the Depositary or
      another nominee of the Depositary or by the Depositary or any such nominee
      to a successor Depositary or a nominee of such successor Depositary.

      (d) Cancellation or Adjustment of Global Note. At such time as all
beneficial interests in a Global Note have either been exchanged for
Certificated Notes, transferred, redeemed, repurchased or canceled, such Global
Note shall be returned by the Depositary to the Trustee for cancellation or
retained and canceled by the Trustee. At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for Certificated Notes,
transferred in exchange for an interest in another Global Note, redeemed,
repurchased or canceled, the principal amount of Notes represented by such
Global Note shall be reduced and an adjustment shall be made on the books and
records of the Trustee (if it is then the custodian for such Global Note) with
respect to such Global Note, by the Trustee or the custodian, to reflect such
reduction.

      (e) Obligations with Respect to Transfers of Notes.

            (i) To permit registrations of transfers and exchanges, the Company
      shall execute and the Trustee shall authenticate, Certificated Notes and
      Global Notes at the Registrar's request.

            (ii) No service charge shall be made for any registration of
      transfer or exchange, but the Company may require payment of a sum
      sufficient to cover any transfer tax, assessments, or similar governmental
      charge payable in connection therewith (other than any such transfer
      taxes, assessments or similar governmental charge payable upon exchange or
      transfer pursuant to Sections 906, 1107 and 1305 of the Indenture).

            (iii) Prior to the due presentation for registration of transfer of
      any Note, the Company, the Trustee, the Paying Agent or the Registrar may
      deem and treat the Person in whose name a Note is registered as the
      absolute owner of such Note for the purpose of receiving payment of
      principal of and interest on such Note and for all other purposes
      whatsoever, whether or not such Note is overdue, and none of the Company,
      the Trustee, the Paying Agent or the Registrar shall be affected by notice
      to the contrary.

            (iv) The Company shall not be required to make and the Registrar
      need not register transfers or exchanges of Notes selected for redemption
      (except, in the case of Notes to be redeemed in part, the portion thereof
      not to be redeemed) or any Notes for a period of 15 days before the
      mailing of a notice of redemption of Notes to be redeemed.

            (v) All Notes issued upon any transfer or exchange pursuant to the
      terms of this Indenture Supplement shall evidence the same debt and shall
      be entitled to the same benefits under the Indenture as the Notes
      surrendered upon such transfer or exchange.

      (f) No Obligation of the Trustee.

            (i) The Trustee shall have no responsibility or obligation to any
      beneficial owner of a Global Note, a member of, or a participant in the
      Depositary or any other Person with respect to the accuracy of the records
      of the Depositary or its nominee or of

                                      -9-


      any participant or member thereof, with respect to any ownership interest
      in the Notes or with respect to the delivery to any participant, member,
      beneficial owner or other Person (other than the Depositary) of any notice
      (including any notice of redemption or repurchase) or the payment of any
      amount, under or with respect to such Notes. All notices and
      communications to be given to the Holders and all payments to be made to
      Holders under the Notes shall be given or made only to the registered
      Holders (which shall be the Depositary or its nominee in the case of a
      Global Note). The rights of beneficial owners in any Global Note shall be
      exercised only through the Depositary subject to the applicable rules and
      procedures of the Depositary. The Trustee may rely and shall be fully
      protected in relying upon information furnished by the Depositary with
      respect to its members, participants and any beneficial owners.

            (ii) The Trustee shall have no obligation or duty to monitor,
      determine or inquire as to compliance with any restrictions on transfer
      imposed under this Indenture Supplement or under applicable law with
      respect to any transfer of any interest in any Security (including any
      transfers between or among Depositary participants, members or beneficial
      owners in any Global Note) other than to require delivery of such
      certificates and other documentation or evidence as are expressly required
      by, and to do so if and when expressly required by, the terms of this
      Indenture Supplement, and to examine the same to determine substantial
      compliance as to form with the express requirements hereof.

                                   ARTICLE V

                                  MISCELLANEOUS

      SECTION 5.01. Ratification. This Indenture Supplement shall be deemed part
of the Indenture in the manner and to the extent herein provided. Except as
expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect.

      SECTION 5.02. Counterparts. This Indenture Supplement may be executed in
any number of counterparts, each of which so executed shall be deemed an
original, but all of such counterparts shall together constitute but one and the
same instrument.

      SECTION 5.03. Governing Law. This Indenture supplement shall be governed
by and construed in accordance with the laws of the State of New York, without
regard to the principles of conflicts of laws.

      SECTION 5.04. Trustee. The Trustee makes no representation as to the
validity or sufficiency of this Indenture Supplement. The recitals contained
herein shall be taken as the statements of the Company and the Trustee assumes
no responsibility for their correctness.

                                      -10-


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

                             PULTE HOMES, INC.

[SEAL]                       By:
                                 _________________________________________
                                 Name:  Bruce E. Robinson
                                 Title:    Vice President and Treasurer

Attest:

By:
    ____________________________________________
    Name: Steven M. Cook
    Title:   Vice President, General Counsel and Secretary

                               J.P. MORGAN TRUST COMPANY, NATIONAL
                               ASSOCIATION

[SEAL]                         By:
                                    ______________________________________
                                    Name:
                                    Title:

Attest:

By:

   __________________________________________
   Name:
   Title:



STATE OF MICHIGAN                   )
                                    :       ss.:
COUNTY OF                           )

      On the 17th of May, 2006, before me personally came Bruce E. Robinson, to
me known, who, being by me duly sworn, did depose and say that he is Vice
President and Treasurer of PULTE HOMES, INC. one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

         ________________
         Notary Public



STATE OF ILLINOIS                   )
                                    :       ss.:
COUNTY OF                           )

      On the 17th of May, 2006, before me personally came ____________________,
to me known, who being by me duly sworn, did depose and say that he or she is
____________________ of J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, one of
the corporations described in and which executed the foregoing instrument; that
he or she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he or she signed his or her
name thereto by like authority.

          __________________
          Notary Public



                                                                       EXHIBIT A

                                  FORM OF NOTE

      Each Global Note shall bear a legend substantially in the form set forth
in this paragraph and substantially in the form set forth in the next succeeding
paragraph (collectively, the "Global Securities Legend"). Unless this
certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to the Company or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment hereon is made to Cede & Co.
or to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.

      This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of the Depositary. This Security is exchangeable for Securities
registered in the name of a Person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture, and no transfer of this
Security (other than a transfer of this Security as a whole by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary) may be registered except in such limited
circumstances.





                                                                     REGISTERED
                               PULTE HOMES, INC.

                          7.375% SENIOR NOTES DUE 2046

$150,000,000                                                 CUSIP No. 745867200

No. G-1

      PULTE HOMES, INC., a corporation. duly organized and existing under the
laws of Michigan (herein called the "Company", which term includes any successor
Person under the Indenture referred to below), for value received, hereby
promises to pay to Cede & Co., c/o Depository Trust Company, 55 Water Street,
New York, New York 10041, or registered assigns, the principal sum indicated on
Schedule A hereto on June 1, 2046 and to pay interest thereon from May 17, 2006,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, quarterly in arrears on June 1, September 1, December 1 and
March 1 in each year, commencing on September 1, 2006, at the rate of 7.375% per
annum, until the principal hereof is paid or made available for payment and (to
the extent that the payment of such interest shall be legally enforceable) at
the same rate per annum on any overdue principal and on any overdue installment
of interest. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be May 15, August 15, November 15 or February 15 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture. Payment of the principal of (and
premium, if any) and interest on this Security will be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company, payment of interest
may be made by United States dollar check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
wire transfer to an account maintained by the payee with a bank located in the
United States.

      The payment of, and any premium and interest on, the Notes shall not be
determined with reference to any index or formula.

                                      -2-


      Payments of interest hereon with respect to any Interest Payment Date will
include interest accrued to but excluding such Interest Payment Date. Interest
on this Security shall be computed on the basis of a 360-day year of twelve
30-day months.

      This Security is a Global Security within the meaning of the Indenture and
is registered in the name of the Depositary for this series of Securities or a
nominee of the Depositary. Subject to the terms of the Indenture, beneficial
interests in this Security shall be held through the book-entry facilities of
the Depositary, and such beneficial interests shall be held in denominations
equal to integral multiples of $25, but in any case not less then $25. As long
as this Security is registered in the name of a Depositary or its nominee, the
Company will make, or will cause the Trustee to make, payments of principal of
and premium, if any, and interest on this Security by wire transfer of
immediately available funds to such Depositary or its nominee. Notwithstanding
the above, the final payment on this Security will be made only upon
presentation and surrender of this Security at an office or agency maintained by
the Company for that purpose in any Place of Payment for the Securities of this
series.

      This Security is one of a duly authorized issue of securities of the
Company (hereinafter called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of October 24, 1995 (as amended by the
Indenture Supplement dated as of August 27, 1997, the Indenture Supplement dated
as of March 20, 1998, the Indenture Supplement dated as of January 31, 1999, two
Indenture Supplements each dated as of April 3, 2000, the Indenture Supplement
dated as of February 21, 2001, the Indenture Supplement dated as of July 31,
2001, the Indenture Supplement dated as of August 6, 2001, the Indenture
Supplement dated as of June 12, 2002, the Indenture Supplement dated as of
February 3, 2003, the Indenture Supplement dated as of May 22, 2003, the
Indenture Supplement dated as of January 16, 2004, the Indenture Supplement
dated as of July 9, 2004, the Indenture Supplement dated as of February 10, 2005
and the Indenture Supplement dated as of the date hereof (the "May 2006
Indenture Supplement"), (as so amended, the "Indenture"), each between the
Company (formerly known as Pulte Corporation) and J. P. Morgan Trust Company,
National Association, as Trustee (as successor Trustee to Bank One Trust
Company, N.A., which was successor Trustee to The First National Bank of
Chicago) (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, initially limited in aggregate principal amount
to $150,000,000 (or $172,500,000 if the Underwriters' option to purchase
additional Notes set forth in the Underwriting Agreement is exercised in full);
provided that the aggregate principal amount of the Securities of this series
which may be outstanding may be increased by the Company upon the terms and
subject to the conditions set forth in the May 2006 Indenture Supplement. The
Securities of this series are issuable only in registered form, without coupons,
in the denominations specified in the May 2006 Indenture Supplement. As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

                                      -3-


      This Security will be redeemable, in whole or in part, from time to time
at the option of the Company, at any time on or after June 1, 2011 ("Redemption
Date") at a redemption price equal to 100% of the principal amount of this
Security to be redeemed plus accrued and unpaid interest on the principal amount
being redeemed to such Redemption Date; provided, however, that installments of
interest on this Security that are due and payable on an Interest Payment Date
falling on or prior to the relevant Redemption Date shall be payable to the
Holders of this Security, registered as such at the close of business on the
relevant Regular Record Date or Special Record Date, as the case may be,
according to their terms and the provisions of the Indenture.

      If money sufficient to pay the redemption price of and accrued interest on
this Security to be redeemed is deposited with the Trustee on or before the
Redemption Date, on and after the Redemption Date interest will cease to accrue
on this Security (or such portions thereof) called for redemption and this
Security will cease to be outstanding.

      Notice of any redemption by the Company will be mailed at least 60 days
before any Redemption Date to the Trustee. If less than all the Securities of
this series is to be redeemed at the option of the Company, the Securities to be
redeemed shall be selected by lot by the Depositary in the case of Securities
represented by a Global Note, or by such method as the Trustee deems fair and
appropriate, in the case of Securities that are not represented by a Global
Note, as provided in the Indenture.

      This Security is not entitled to the benefit of a sinking fund or
mandatory redemption provisions.

      If an Event of Default with respect to the Securities shall occur and be
continuing, the principal amount of all the Securities may be declared due and
payable in the manner and with the effect provided in the Indenture.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities at any time by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Outstanding Securities. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Outstanding Securities, on behalf of the Holders of all Securities, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

      As set forth in, and subject to the provisions of, the Indenture, no
Holder of any Security will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities shall have made written request,
and offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall

                                      -4-


not have received from the Holders of a majority in principal amount of the
Outstanding Securities a direction inconsistent with such request and shall have
failed to institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of or interest on this Security on or
after the respective due dates expressed herein.

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

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this 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 this Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

      All terms used in this Security which are defined in the May 2006
Indenture Supplement shall have the meanings assigned to them in the May 2006
Indenture Supplement and all other terms used in this Security and defined
elsewhere in the Indenture shall have the meanings assigned to them therein.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to below, directly or through an Authenticating Agent, by
manual signature of an authorized signatory, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.

                            [SIGNATURE PAGE FOLLOWS]

                                      -5-


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

                             PULTE HOMES, INC.

                             By:
                                 ___________________________________
                                 Name: Bruce E. Robinson
                                 Title:   Vice President and Treasurer

Attest:

By:
     _________________________________________
     Name:  Steven M. Cook
     Title:    Vice President, General Counsel
               and Secretary

Dated:  May 17, 2006

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                            J.P. MORGAN TRUST COMPANY, NATIONAL
                            ASSOCIATION
                                   as Trustee

                            By:_____________________________________________
                                Authorized Signature

                                      -6-


                                  ABBREVIATIONS

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

TEN COM    -   as tenants in common

TEN ENT    -   as tenants by the entireties

JT TEN     -   as joint tenants with right of survivorship and not as tenants in
               common

UNIF GIFT MIN ACT -  _______________       Custodian      _________________
                        (Cust)                                 (Minor)

                          under the Uniform Gifts to Minors Act
                     ___________________________________________________

                                     (State)

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

            ____________________________________________________________

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned registered holder(s) hereby sell(s),
assign(s) and transfer(s) unto ________________________________________________

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________
_______________________________________________________________________________

_______________________________________________________________________________
      (Please Print or Typewrite Name and Address Including Postal Zip Code of
Assignee)

_______________________________________________________________________________
the within Security and all rights thereunder, and hereby irrevocably
constitute(s) and appoint(s)

_______________________________________________________________________________
attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.

                                      -7-


Dated:_____________

Signature Guaranteed:

                          _________________       __________________

NOTICE: The signature(s) to this assignment must correspond with the name(s) as
written upon the within instrument in every particular, without alteration or
enlargement or any change whatever. The signature(s) must be guaranteed by an
eligible guarantor institution with membership in an approved signature
guarantee "medallion" program pursuant to Commission Rule 17Ad-15.

                                      -8-


                                   GUARANTEE

      For value received, each of the undersigned hereby irrevocably and
unconditionally guarantees, jointly and severally, on a senior basis to the
Holder of this Security and to the Trustee, on behalf of the Holder, (i) the due
and punctual payment of the principal of and interest on this Security, when and
as the same shall become due and payable, whether at Stated Maturity, by
declaration of acceleration or otherwise, the due and punctual payment of
interest on the overdue principal of and interest, if any, on this Security, to
the extent lawful, and the due and punctual performance of all other obligations
of the Company to the Holder of this Security or the Trustee all in accordance
with the terms of this Security and the Indenture and (ii) in the case of any
extension of time of payment or renewal of this Security or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, at Stated Maturity, by
declaration of acceleration or otherwise (the obligations in clauses (i) and
(ii) hereof being the "Guaranteed Obligations"). This Guarantee will not be
valid or obligatory for any purpose until the Trustee duly executes the
certificate of authentication on the Security upon which this Guarantee is
endorsed.

Dated:  May 17, 2006

                            The Guarantors listed on the attached
                            Exhibit A

                            By:
                                ________________________________________
                                 Name:   Bruce E. Robinson
                                 Title:  Vice President and Treasurer

Attest:

By:
     ____________________________________
Name:    Steven M. Cook
Title:   Vice President, General Counsel
         and Secretary

                                      -9-


                             EXHIBIT A TO GUARANTEE

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, L.P.
DIVOSTA HOME SALES, INC. (formerly known as DiVosta Homes, Inc.)
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

                                      -10-


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
WILBEN, LLLP

                                      -11-


                                   SCHEDULE A

      The initial principal amount of this Global Security is $150,000,000. The
following increases or decreases in the principal amount of this Global Security
have been made:



                   AMOUNT OF INCREASE        AMOUNT OF DECREASE     PRINCIPAL AMOUNT OF
                      IN PRINCIPAL             IN PRINCIPAL          THIS GLOBAL SECURITY     SIGNATURE OF
                     AMOUNT OF THIS           AMOUNT OF THIS           FOLLOWING SUCH          AUTHORIZED
DATE MADE           GLOBAL SECURITY          GLOBAL SECURITY        DECREASE OR INCREASE    SIGNATORY OF TRUSTEE
- --------------    ---------------------    ---------------------    ---------------------   --------------------
                                                                                


                                      -12-

EX-4.(B)

                                                                    EXHIBIT 4(b)

                                                                      REGISTERED

                                PULTE HOMES, INC.

                          7.375% SENIOR NOTES DUE 2046

$150,000,000                                                 CUSIP No. 745867200

No. G-1

      PULTE HOMES, INC., a corporation. duly organized and existing under the
laws of Michigan (herein called the "Company", which term includes any successor
Person under the Indenture referred to below), for value received, hereby
promises to pay to Cede & Co., c/o Depository Trust Company, 55 Water Street,
New York, New York 10041, or registered assigns, the principal sum indicated on
Schedule A hereto on June 1, 2046 and to pay interest thereon from May 17, 2006,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, quarterly in arrears on June 1, September 1, December 1 and
March 1 in each year, commencing on September 1, 2006, at the rate of 7.375% per
annum, until the principal hereof is paid or made available for payment and (to
the extent that the payment of such interest shall be legally enforceable) at
the same rate per annum on any overdue principal and on any overdue installment
of interest. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be May 15, August 15, November 15 or February 15 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture. Payment of the principal of (and
premium, if any) and interest on this Security will be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company, payment of interest
may be made by United States dollar check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
wire transfer to an account maintained by the payee with a bank located in the
United States.

      The payment of, and any premium and interest on, the Notes shall not be
determined with reference to any index or formula.



      Payments of interest hereon with respect to any Interest Payment Date will
include interest accrued to but excluding such Interest Payment Date. Interest
on this Security shall be computed on the basis of a 360-day year of twelve
30-day months.

      This Security is a Global Security within the meaning of the Indenture and
is registered in the name of the Depositary for this series of Securities or a
nominee of the Depositary. Subject to the terms of the Indenture, beneficial
interests in this Security shall be held through the book-entry facilities of
the Depositary, and such beneficial interests shall be held in denominations
equal to integral multiples of $25, but in any case not less then $25. As long
as this Security is registered in the name of a Depositary or its nominee, the
Company will make, or will cause the Trustee to make, payments of principal of
and premium, if any, and interest on this Security by wire transfer of
immediately available funds to such Depositary or its nominee. Notwithstanding
the above, the final payment on this Security will be made only upon
presentation and surrender of this Security at an office or agency maintained by
the Company for that purpose in any Place of Payment for the Securities of this
series.

      This Security is one of a duly authorized issue of securities of the
Company (hereinafter called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of October 24, 1995 (as amended by the
Indenture Supplement dated as of August 27, 1997, the Indenture Supplement dated
as of March 20, 1998, the Indenture Supplement dated as of January 31, 1999, two
Indenture Supplements each dated as of April 3, 2000, the Indenture Supplement
dated as of February 21, 2001, the Indenture Supplement dated as of July 31,
2001, the Indenture Supplement dated as of August 6, 2001, the Indenture
Supplement dated as of June 12, 2002, the Indenture Supplement dated as of
February 3, 2003, the Indenture Supplement dated as of May 22, 2003, the
Indenture Supplement dated as of January 16, 2004, the Indenture Supplement
dated as of July 9, 2004, the Indenture Supplement dated as of February 10, 2005
and the Indenture Supplement dated as of the date hereof (the "May 2006
Indenture Supplement"), (as so amended, the "Indenture"), each between the
Company (formerly known as Pulte Corporation) and J. P. Morgan Trust Company,
National Association, as Trustee (as successor Trustee to Bank One Trust
Company, N.A., which was successor Trustee to The First National Bank of
Chicago) (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, initially limited in aggregate principal amount
to $150,000,000 (or $172,500,000 if the Underwriters' option to purchase
additional Notes set forth in the Underwriting Agreement is exercised in full);
provided that the aggregate principal amount of the Securities of this series
which may be outstanding may be increased by the Company upon the terms and
subject to the conditions set forth in the May 2006 Indenture Supplement. The
Securities of this series are issuable only in registered form, without coupons,
in the denominations specified in the May 2006 Indenture Supplement. As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

                                      -2-


      This Security will be redeemable, in whole or in part, from time to time
at the option of the Company, at any time on or after June 1, 2011 ("Redemption
Date") at a redemption price equal to 100% of the principal amount of this
Security to be redeemed plus accrued and unpaid interest on the principal amount
being redeemed to such Redemption Date; provided, however, that installments of
interest on this Security that are due and payable on an Interest Payment Date
falling on or prior to the relevant Redemption Date shall be payable to the
Holders of this Security, registered as such at the close of business on the
relevant Regular Record Date or Special Record Date, as the case may be,
according to their terms and the provisions of the Indenture.

      If money sufficient to pay the redemption price of and accrued interest on
this Security to be redeemed is deposited with the Trustee on or before the
Redemption Date, on and after the Redemption Date interest will cease to accrue
on this Security (or such portions thereof) called for redemption and this
Security will cease to be outstanding.

      Notice of any redemption by the Company will be mailed at least 60 days
before any Redemption Date to the Trustee. If less than all the Securities of
this series is to be redeemed at the option of the Company, the Securities to be
redeemed shall be selected by lot by the Depositary in the case of Securities
represented by a Global Note, or by such method as the Trustee deems fair and
appropriate, in the case of Securities that are not represented by a Global
Note, as provided in the Indenture.

      This Security is not entitled to the benefit of a sinking fund or
mandatory redemption provisions.

      If an Event of Default with respect to the Securities shall occur and be
continuing, the principal amount of all the Securities may be declared due and
payable in the manner and with the effect provided in the Indenture.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities at any time by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Outstanding Securities. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Outstanding Securities, on behalf of the Holders of all Securities, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

      As set forth in, and subject to the provisions of, the Indenture, no
Holder of any Security will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities shall have made written request,
and offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall

                                      -3-


not have received from the Holders of a majority in principal amount of the
Outstanding Securities a direction inconsistent with such request and shall have
failed to institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of or interest on this Security on or
after the respective due dates expressed herein.

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

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this 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 this Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

      All terms used in this Security which are defined in the May 2006
Indenture Supplement shall have the meanings assigned to them in the May 2006
Indenture Supplement and all other terms used in this Security and defined
elsewhere in the Indenture shall have the meanings assigned to them therein.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to below, directly or through an Authenticating Agent, by
manual signature of an authorized signatory, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.

                            [SIGNATURE PAGE FOLLOWS]

                                      -4-


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

                                 PULTE HOMES, INC.

                                 By:
                                      _______________________________________
                                      Name:   Bruce E. Robinson
                                      Title:  Vice President and Treasurer

Attest:

By:
     _______________________________________
     Name:   Steven M. Cook
     Title:  Vice President, General Counsel
             and Secretary

Dated:  May 17, 2006

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                  J.P. MORGAN TRUST COMPANY, NATIONAL
                                  ASSOCIATION
                                         as Trustee

                                  By: _________________________________
                                        Authorized Signature

                                      -5-


                                  ABBREVIATIONS

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

TEN COM   -   as tenants in common

TEN ENT   -   as tenants by the entireties

JT TEN    -   as joint tenants with right of survivorship and not as tenants in
              common

UNIF GIFT MIN ACT -     ____________     Custodian     _______________
                            (Cust)                       (Minor)

                                under the Uniform Gifts to Minors Act

                       ________________________________________________________
                                                     (State)

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

        ____________________________________________________________

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned registered holder(s) hereby sell(s),
assign(s) and transfer(s) unto ________________________________________________


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE _________
_______________________________________________________________________________

_______________________________________________________________________________
      (Please Print or Typewrite Name and Address Including Postal Zip Code of
Assignee)

_______________________________________________________________________________
the within Security and all rights thereunder, and hereby irrevocably
constitute(s) and appoint(s)

_______________________________________________________________________________
attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.

                                      -6-


Dated:_____________

Signature Guaranteed:

                        ___________________           _________________

NOTICE: The signature(s) to this assignment must correspond with the name(s) as
written upon the within instrument in every particular, without alteration or
enlargement or any change whatever. The signature(s) must be guaranteed by an
eligible guarantor institution with membership in an approved signature
guarantee "medallion" program pursuant to Commission Rule 17Ad-15.

                                      -7-


                                    GUARANTEE

      For value received, each of the undersigned hereby irrevocably and
unconditionally guarantees, jointly and severally, on a senior basis to the
Holder of this Security and to the Trustee, on behalf of the Holder, (i) the due
and punctual payment of the principal of and interest on this Security, when and
as the same shall become due and payable, whether at Stated Maturity, by
declaration of acceleration or otherwise, the due and punctual payment of
interest on the overdue principal of and interest, if any, on this Security, to
the extent lawful, and the due and punctual performance of all other obligations
of the Company to the Holder of this Security or the Trustee all in accordance
with the terms of this Security and the Indenture and (ii) in the case of any
extension of time of payment or renewal of this Security or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, at Stated Maturity, by
declaration of acceleration or otherwise (the obligations in clauses (i) and
(ii) hereof being the "Guaranteed Obligations"). This Guarantee will not be
valid or obligatory for any purpose until the Trustee duly executes the
certificate of authentication on the Security upon which this Guarantee is
endorsed.

Dated:  May 17, 2006

                           The Guarantors listed on the attached
                           Exhibit A

                           By:
                                _________________________________________
                                Name:   Bruce E. Robinson
                                Title:  Vice President and Treasurer


Attest:

By:
   ____________________________________
Name:   Steven M. Cook
Title:  Vice President, General Counsel
        and Secretary

                                      -8-


                             EXHIBIT A TO GUARANTEE

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, L.P.
DIVOSTA HOME SALES, INC. (formerly known as DiVosta Homes, Inc.)
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

                                     -9-


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
WILBEN, LLLP

                                      -10-


                                   SCHEDULE A

      The initial principal amount of this Global Security is $150,000,000. The
following increases or decreases in the principal amount of this Global Security
have been made:



                   AMOUNT OF INCREASE       AMOUNT OF DECREASE       PRINCIPAL AMOUNT OF
                      IN PRINCIPAL             IN PRINCIPAL         THIS GLOBAL SECURITY        SIGNATURE OF
                     AMOUNT OF THIS           AMOUNT OF THIS           FOLLOWING SUCH            AUTHORIZED
   DATE MADE         GLOBAL SECURITY          GLOBAL SECURITY       DECREASE OR INCREASE    SIGNATORY OF TRUSTEE
- ----------------  ---------------------    ---------------------    ---------------------   --------------------
                                                                                


                                      -11-

EX-5.(A)

                                                                    EXHIBIT 5(a)

[SIDLEY LOGO]  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 16, 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") (File No. 333-133876) 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"). In accordance with the applicable rules and
regulations of the SEC, the Registration Statement become automatically
effective upon its filing with the SEC on May 8, 2006.

            The Securities were authorized for issuance, offering and sale by
the Board of Directors of the Company by resolutions duly adopted on May 5, 2006
(the "Board Resolutions"). Pursuant to the Board Resolutions, the Board of
Directors authorized the Finance Committee of the Board of Directors to
authorize and approve, from time to time, the specific terms and conditions of
the issuance and sale of any particular Securities. On May 5, 2006, the Finance
Committee adopted resolutions (the "Finance Committee Resolutions") authorizing
and approving the terms and conditions applicable to the issuance and sale by
the Company of $150,000,000 aggregate principal amount of the Company's 7.375%
Senior Notes due 2046 (the "2046 Senior Notes"). The Company's obligations under
the 2046 Senior Notes will be guaranteed by the Guarantors pursuant to
Guarantees to be executed and delivered by the Guarantors relating to the 2046
Senior Notes (the "2046 Senior Note Guarantees"). The 2046

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


[SIDLEY LOGO]

Pulte Homes, Inc.
May 16, 2006
Page 2

Senior Note Guarantees and the execution and delivery by the Guarantors thereof
were authorized by resolutions duly adopted by the board of directors (or
similar governing body) of each Guarantor (the "Guarantor Resolutions"). The
2046 Senior Notes will be issued pursuant to an indenture supplement (the
"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"), as previously
amended by thirteen indenture supplements thereto. A Prospectus Supplement dated
May 10, 2006 (the "Prospectus Supplement") relating to the 2046 Senior Notes and
the 2046 Senior Note Guarantees was filed with the SEC on May 12, 2006.

            In rendering the opinions expressed below, we have examined and
relied upon a copy of the Registration Statement, the exhibits filed therewith
and the Prospectus Supplement. 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 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. The 2046 Senior Notes 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 Indenture Supplement relating
thereto shall have been executed and delivered by the Company, each of the
Guarantors and the Trustee and (ii) the 2046 Senior Notes shall have been duly
executed and authenticated and issued as provided in the Senior Indenture, the
Indenture Supplement, the Board Resolutions and the Finance Committee
Resolutions and shall have been duly delivered to the purchasers thereof against
payment of the agreed consideration therefor.

            2. The 2046 Senior Note 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 Indenture Supplement relating thereto shall have been executed and
delivered by the Company, each of the Guarantors and the Trustee; (ii) the 2046
Senior Notes to which the 2046 Senior Note Guarantees relate shall have been
duly issued as set forth in paragraph 1 above; (iii) the 2046 Senior Note
Guarantees shall have been duly executed, countersigned and issued in accordance



[SIDLEY LOGO]

Pulte Homes, Inc.
May 16, 2006
Page 3

with the Senior Indenture, the Indenture Supplement and the Guarantor
Resolutions and shall have been delivered to the purchasers of the 2046 Senior
Notes to which such 2046 Senior Note Guarantees relate 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 2046 Senior Notes and the 2046 Senior
Note Guarantees: (i) such 2046 Senior Notes and the 2046 Senior Note Guarantees
being offered will be issued and sold as contemplated in the Registration
Statement or the Prospectus Supplement; (ii) the terms of any 2046 Senior Notes
or 2046 Senior Note Guarantees will not violate any applicable law or result in
a default under or breach of any agreement or instrument binding upon the
Company or any Guarantor, and will comply with any requirements or restrictions
imposed by any court or governmental body having jurisdiction over the Company
or any Guarantor; (iii) the authorization thereof by the Company or the
Guarantors 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) the Senior Indenture will not have been modified or
amended subsequent to the date of the Indenture Supplement; and (v) the Articles
of Incorporation of the Company or any Guarantor (or similar governing
instrument), 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 Indenture
Supplement 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