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): July 26, 2016

PulteGroup, Inc.

(Exact name of registrant as specified in its charter)

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

3350 Peachtree Road NE, Suite 150, Atlanta, Georgia 30326

(Address of principal executive offices)

(404) 978-6400

(Registrant’s telephone number, including area code)

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:

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

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

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

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

Item 8.01 Other Events

On July 26, 2016, PulteGroup, Inc. (the “Company”) and certain of the Company’s direct and indirect wholly-owned homebuilding subsidiaries in the United States, including Pulte Home Corporation, Centex Homes and Del Webb Corporation (the “Guarantors”), entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein, with respect to the Company’s issuance and sale of a total of $1,000,000,000 aggregate principal amount of its senior unsecured notes, consisting of $400,000,000 aggregate principal amount of its 4.25% Senior Notes due 2021 (the “2021 senior notes”), which is a “reopening” of this series of senior notes which were initially issued on March 1, 2016 in an aggregate principal amount of $300,000,000, and $600,000,000 aggregate principal amount of its 5.00% Senior Notes due 2027 (the “2027 senior notes” and, together with the 2021 senior notes, the “senior notes”) pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-209598), the prospectus dated February 19, 2016 contained therein, and the related prospectus supplement dated July 26, 2016.

The senior notes were issued under an Indenture, dated as of October 24, 1995 (the “Indenture”), among the Company, certain of its subsidiaries, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as successor trustee, as amended by the Indenture Supplements thereto dated as of August 27, 1997, March 20, 1998, January 31, 1999, April 3, 2000, February 21, 2001, July 31, 2001, August 6, 2001, May 17, 2006, September 15, 2009, February 8, 2016, March 1, 2016 and July 29, 2016. The 2021 senior notes and the 2027 senior notes are each sometimes referred to as a “series” of senior notes.

The senior notes will be irrevocably and unconditionally guaranteed on a senior basis (the “guarantees”), jointly and severally, by the Guarantors. The senior notes and the guarantees will be senior unsecured obligations of the Company and the Guarantors, respectively, and will rank equally in right of payment with the existing and future senior unsecured indebtedness of the Company and the Guarantors, respectively.

The senior notes of each series are redeemable at the option of the Company at any time or from time to time, in whole or in part, at the redemption prices specified (i) in the case of the 2021 senior notes, in the form of senior note attached as Exhibit A to the Indenture Supplement dated as of March 1, 2016 (the “2021 Notes Supplemental Indenture”) filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 1, 2016 (the “Company’s March 1, 2016 8-K”) and (ii) in the case of the 2027 senior notes, in the applicable form of senior note attached to the Indenture Supplement dated as of July 26,, 2016 (the “Supplemental Indenture” and, together with the 2021 Notes Supplemental Indenture, the “Supplemental Indentures”), filed as Exhibit 4.3 hereto.

In addition, if a Change of Control Triggering Event (as defined in the Supplemental Indentures) occurs with respect to the senior notes of either series, then, unless the Company has exercised its right to redeem all of the outstanding senior notes of such series, the Company must offer to repurchase the senior notes of such series at a price in cash equal to 101% of the principal amount of such senior notes, plus any accrued and unpaid interest to, but not including the applicable Change of Control Payment Date (as defined in the Supplemental Indentures).

The foregoing descriptions of the Underwriting Agreement and the senior notes and guarantees are qualified in their entirety by reference to the complete terms and conditions of the Underwriting Agreement and of the Indenture and the Supplemental Indentures establishing the terms and form of the senior notes (including the form of each series of senior note attached thereto), which are filed herewith as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4. The foregoing description of the Supplemental Indentures are qualified in its entirety by reference to the complete terms and conditions of the Supplemental Indentures, which are incorporated by reference herein. In connection with the issuance of the senior notes and the guarantees, Sidley Austin LLP and Steven M. Cook, Executive Vice President, Chief Legal Officer and Corporate Secretary of the Company, each provided the Company with the legal opinion attached to this Current Report on Form 8-K as Exhibits 5.1 and 5.2, respectively.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of July 26, 2016, among the Company and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein.
4.1	Indenture Supplement, dated as of March 1, 2016, between the Company, The Bank of New York Mellon Trust Company, N.A., as successor trustee and DiVosta Homes, L.P (incorporated by reference to Exhibit 4.1 of the Company’s March 1, 2016 8-K).

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4.2	Form of 4.25% Senior Note due 2021 and endorsement of Guarantee (included in Exhibit 4.1).
4.3	Indenture Supplement, dated as of July 29, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee.
4.4	Form of 5.00% Senior Note due 2027 and endorsement of Guarantee (included in Exhibit 4.3).
5.1	Opinion of Sidley Austin LLP.
5.2	Opinion of Steven M. Cook, Executive Vice President, Chief Legal Officer and Corporate Secretary of the Company.
23.1	Consent of Sidley Austin LLP (included in Exhibit 5.1).
23.2	Consent of Steven M. Cook, Executive Vice President, Chief Legal Officer and Corporate Secretary of the Company (included in Exhibit 5.2).

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SIGNATURES

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, thereunto duly authorized.

	PulteGroup, Inc.
Date: July 29, 2016	By:	/s/ Steven M. Cook
		Name:  Steven M. Cook Title:    Executive Vice President, Chief Legal Officer, and          Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of July 26, 2016, among the Company and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein.
4.1	Indenture Supplement, dated as of March 1, 2016, between the Company, The Bank of New York Mellon Trust Company, N.A., as successor trustee and DiVosta Homes, L.P (incorporated by reference to Exhibit 4.1 of the Company’s March 1, 2016 8-K).
4.2	Form of 4.25% Senior Note due 2021 and endorsement of Guarantee (included in Exhibit 4.1).
4.3	Indenture Supplement, dated as of July 29, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee.
4.4	Form of 5.00% Senior Note due 2027 and endorsement of Guarantee (included in Exhibit 4.3).
5.1	Opinion of Sidley Austin LLP.
5.2	Opinion of Steven M. Cook, Executive Vice President, Chief Legal Officer and Corporate Secretary of the Company.
23.1	Consent of Sidley Austin LLP (included in Exhibit 5.1).
23.2	Consent of Steven M. Cook, Executive Vice President, Chief Legal Officer and Corporate Secretary of the Company (included in Exhibit 5.2).

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EX-1.1

Exhibit 1.1

EXECUTION VERSION

PulteGroup, Inc.

$400,000,000 4.250% Senior Notes due 2021

$600,000,000 5.000% Senior Notes due 2027

Underwriting Agreement

New York, New York

July 26, 2016

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

As Representatives of the several Underwriters,

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

PulteGroup, Inc., a corporation organized under the laws of Michigan (the “Issuer”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the respective amounts set forth in such Schedule II of (i) $400,000,000 4.250% Senior Notes due 2021 (the “2021 Notes”) and (ii) $600,000,000 5.000% Senior Notes due 2027 (the “2027 Notes” and, together with the 2021 Notes, the “Notes”). The Notes are to be issued under the indenture (the “Original Indenture”) dated as of October 24, 1995, as supplemented and 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, the indenture supplement 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 May 17, 2006, the indenture supplement dated as of September 15, 2009, and the indenture supplement dated as of February 8, 2016 (such indenture supplements, collectively, the “Indenture Supplements” and, together with the Original Indenture, the “Base Indenture”), and as supplemented and amended by an indenture supplement dated as of March 1, 2016 (the “2021 Supplemental Indenture”), which established the 4.250% Senior Notes due 2021 series of debt securities under the Indenture (as defined below) and an indenture supplement to be dated as of the Closing Date (the “Supplemental Indenture” and, together with the 2021 Supplemental Indenture and the Base Indenture, the “Indenture”), among the Issuer, the guarantors party thereto (individually, a “Guarantor” and, collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”, as successor trustee to J.P. Morgan Trust Company, National Association, which was successor trustee to Bank One Trust Company, National Association, which was successor trustee to The First National Bank of Chicago). The Notes will be fully and unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”) by the Guarantors.

The Issuer has previously issued $300,000,000 in aggregate principal amount of its 4.25% Senior Notes due 2021 (the “Existing 2021 Notes”). The 2021 Notes, when issued, will have the same terms (except for issue date) as the Existing 2021 Notes and will be treated together with the Existing 2021 Notes as a single series of debt securities for all purposes under the Indenture. To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary 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 Securities and Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder (the “Exchange Act”) on or before each date and time when the Registration Statement, and any post-effective amendment or amendments thereto became or becomes effective (the “Effective Date”) or the issue date of the Base Prospectus, any Preliminary 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 Base Prospectus, any Preliminary 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 Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference.

1. Representations and Warranties. The Issuer and the Guarantors, jointly and severally, represent and warrant to, and agree with, each Underwriter as set forth below:

(a) The Issuer meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Securities Act”) and has prepared and filed with the SEC an automatic shelf registration statement, as defined in Rule 405 under the Securities Act (the file number of which is set forth in Schedule I hereto) on Form S-3, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the SEC pursuant to Rule 424(b) under the Securities Act and deemed part of such registration statement pursuant to Rule 430B under the Securities Act, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended (the “Registration Statement”), and including a related base prospectus, for registration under the Securities Act of the offering and sale of, among other securities, the Securities (the “Base Prospectus”). Such Registration Statement, including any amendments thereto filed prior to the date and time that this agreement (the “Underwriting Agreement”) is executed and delivered by the parties hereto (the “Execution Time”), became effective upon filing and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Issuer. No order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceeding for that purpose has been initiated or, to the knowledge of the Issuer, threatened by the SEC. No proceeding pursuant to Section 8A of the Securities Act against the Issuer has been initiated or, to

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the knowledge of the Issuer, threatened by the SEC. The Issuer may have filed with the SEC, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements to the Base Prospectus relating to the Securities which is used prior to the filing of the Final Prospectus, together with the Base Prospectus (the “Preliminary Prospectus”), each of which has previously been furnished to you. The Issuer will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after the Execution Time, together with the Base Prospectus (the “Final Prospectus”). As filed, such Final Prospectus supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in any Preliminary Prospectus) as the Issuer has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time;

(b) On each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) under the Securities Act and on the Closing Date (as defined herein), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Trust Indenture Act”); on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and 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 the Indenture did or will comply in all material respects with the applicable requirements of the Trust Indenture Act; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, 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 Issuer and the Guarantors make 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, any Preliminary Prospectus or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Issuer by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement, any Preliminary Prospectus or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof;

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(c) The “Disclosure Package” shall mean (i) the Preliminary Prospectus used most recently prior to the Execution Time, (ii) the issuer free writing prospectuses, as defined in Rule 433 of the Securities Act (the “Issuer Free Writing Prospectuses”), if any, identified in Schedule III hereto, and (iii) any other free writing prospectus, as defined in Rule 405 under the Securities Act (“Free Writing Prospectus”), that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. The (i) Disclosure Package and (ii) each electronic road show distributed by or on behalf of the Issuer, when taken together as a whole with the Disclosure Package, does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Issuer by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof;

(d) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Issuer or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Securities in reliance on the exemption in Rule 163 under the Securities Act, and (iv) at the Execution Time (with such date being used as the determination date for purposes of this clause (iv)), the Issuer was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act. The Issuer agrees to pay the fees required by the SEC 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);

(e) (i) At the earliest time after the filing of the Registration Statement that the Issuer or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Issuer was not and is not an ineligible issuer, as defined in Rule 405 under the Securities Act (an “Ineligible Issuer”) without taking account of any determination by the SEC pursuant to Rule 405 that it is not necessary that the Issuer be considered an Ineligible Issuer;

(f) Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference and any prospectus supplement

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deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Issuer by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof;

(g) The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto;

(h) Each of the Issuer and its subsidiaries has been duly incorporated or formed, as the case may be, and is validly existing as a corporation, limited liability company, partnership or other entity in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate, limited liability company, partnership or other entity 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, limited liability company, partnership or other entity 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 on the condition (financial or otherwise), prospects, earnings, business or properties of the Issuer and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”);

(i) All the outstanding shares of capital stock of each subsidiary that is a corporation have been duly and validly authorized and issued and are fully paid and non-assessable, all outstanding limited liability company interests or partnership interests of each subsidiary that is a limited liability company or partnership have been duly and validly issued, and, except as otherwise set forth in the Disclosure Package and the Final Prospectus and except with respect to the subsidiaries set forth on Annex A-2 attached hereto on which Annex the Issuer’s direct or indirect equity ownership in such subsidiaries is set forth (which equity interests are owned by the Issuer either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances), all outstanding shares of capital stock of each subsidiary that is a corporation and all limited liability company interests or partnership interests of each subsidiary that is a limited liability company or a partnership are owned by the Issuer either directly or through wholly owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances;

(j) There is no franchise, contract or other document of a character required to be described in the Registration Statement or Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required (and the Disclosure Package contains in all material respects the same description of the foregoing matters contained

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in the Final Prospectus); and the statements in the Disclosure Package and the Final Prospectus under the headings “Material United States Federal Income Tax Considerations,” “Description of Senior Notes” and “Description of Debt Securities” insofar as such statements summarize legal matters, agreements (or provisions thereof), documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements (or provisions thereof), documents or proceedings;

(k) This Underwriting Agreement has been duly authorized, executed and delivered by the Issuer and the Guarantors;

(l) Each of the Issuer and the Guarantors 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 required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended;

(m) 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 Securities 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;

(n) Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Issuer or any of its subsidiaries pursuant to, (i) the charter or by-laws or other similar governing documents of the Issuer or any of its subsidiaries, (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 Issuer or any of its subsidiaries is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Issuer or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Issuer or any of its subsidiaries or any of its or their properties, except for, in the case of clauses (ii) and (iii) above, such conflicts, breaches, violations or impositions of liens, charges or encumbrances which would not have a Material Adverse Effect;

(o) No holders of securities of the Issuer have rights to the registration of such securities under the Registration Statement;

(p) The Base Indenture complies in all material respects with the applicable requirements of the Trust Indenture Act and has been duly qualified as an indenture under the Trust Indenture Act;

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(q) The Base Indenture has been duly authorized, executed and delivered by the Issuer and the Guarantors party thereto and constitutes a legal, valid and binding instrument enforceable against the Issuer and each of the Guarantors that is a party thereto as of the date hereof in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, fraudulent transfer 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); the 2021 Supplemental Indenture has been duly authorized, executed and delivered by the Issuer and Divosta Homes, L.P. and the Base Indenture, as amended and supplemented by the 2021 Supplemental Indenture, constitutes a legal, valid and binding instrument enforceable against the Issuer and the Guarantors in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, fraudulent transfer 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); the Supplemental Indenture has been duly authorized by the Issuer and, assuming due authorization, execution and delivery thereof by the Trustee, when executed and delivered by the Issuer, the Indenture will constitute a legal, valid and binding instrument enforceable against the Issuer and the Guarantors in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, fraudulent transfer 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);

(r) The Notes have been duly authorized by the Issuer, and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters, will have been duly executed and delivered by the Issuer and will constitute the legal, valid and binding obligations of the Issuer entitled to the benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, fraudulent transfer 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);

(s) The notation of the Guarantees on the Notes will be in the form contemplated by the Indenture. The Guarantees have been duly authorized by the Guarantors and, when the notation of the Guarantees on the Notes has been executed and delivered by each of the Guarantors in accordance with the provisions of the Indenture, will have been duly executed, issued and delivered and, when the Notes have been executed and duly authenticated, the Guarantees will constitute valid and legally

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binding obligations of each such Guarantor, entitled to the benefits of the Indenture and enforceable against each such Guarantor in accordance with their terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, fraudulent transfer 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);

(t) The consolidated historical financial statements and schedules of the Issuer and its consolidated subsidiaries included or incorporated by reference in the Disclosure Package, the Final Prospectus and the Registration Statement present fairly in all material respects the financial condition, results of operations and cash flows of the Issuer as of the dates and for the periods indicated, comply as to form in all material respects with the applicable accounting requirements of the Securities 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 financial data set forth under the caption “Summary—Selected Consolidated Financial Information” included or incorporated by reference in the Disclosure Package, the Final Prospectus and Registration Statement fairly present in all material respects, on the basis stated in the Disclosure Package, the Final Prospectus 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 Issuer or any of its subsidiaries or its or their property is pending or, to the knowledge of the Issuer, threatened that (i) could reasonably be expected to have a material adverse effect on the performance by the Issuer or the Guarantors of this Underwriting Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto);

(v) Each of the Issuer 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 Issuer nor any subsidiary is in violation or default of (i) any provision of its charter or bylaws (or any similar governing document), (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 Issuer or such subsidiary or any of its properties, as applicable, except for, in the case of clauses (ii) and (iii) above, such violations or defaults which would not have a Material Adverse Effect;

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(x) Ernst & Young LLP, who have certified certain financial statements of the Issuer 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 Issuer within the meaning of the Securities Act and the applicable published rules and regulations thereunder and the rules and regulations of the Public Company Accounting Oversight Board;

(y) The Issuer has filed all 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 or as would not have a Material Adverse Effect;

(z) No labor problem or dispute with the employees of the Issuer or any of its subsidiaries exists or, to the knowledge of the Issuer, is threatened or imminent, and the Issuer is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, in the case of any of the foregoing, that could have a Material Adverse Effect;

(aa) The Issuer 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 Issuer or any of its subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Issuer 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 Issuer 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 Issuer nor any such subsidiary has been refused any insurance coverage sought or applied for; and neither the Issuer 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;

(bb) No subsidiary of the Issuer is currently prohibited, directly or indirectly, from paying any dividends to the Issuer, from making any other distribution on such subsidiary’s capital stock, from repaying to the Issuer any loans or advances to such subsidiary from the Issuer or from transferring any of such subsidiary’s property or assets to the Issuer or any other subsidiary of the Issuer, except as described in or contemplated by the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto);

(cc) The Issuer and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by all applicable authorities necessary to conduct their respective businesses, except where failure to possess such licenses, certificates, permits or other authorizations would not have a Material Adverse Effect, and neither the Issuer

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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;

(dd) The Issuer 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 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; (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; and (v) the interactive data in XBRL included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus is in compliance in all material respects with the SEC’s published rules, regulations and guidelines applicable thereto. The Issuer and its subsidiaries’ internal controls over financial reporting are effective and the Issuer and its subsidiaries are not aware of any material weakness in their internal controls over financial reporting;

(ee) The Issuer and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective;

(ff) Neither the Issuer nor any of the Guarantors has 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 Issuer or the Guarantors to facilitate the sale or resale of the Securities;

(gg) The Issuer 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 (collectively, the “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 under any environmental law, 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. Neither the Issuer 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;

(hh) In the ordinary course of its business, the Issuer periodically reviews the effect of Environmental Laws on the business, operations and properties of the Issuer and its subsidiaries, in the course of which it identifies and evaluates associated costs and

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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 Issuer has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect;

(ii) None of the following events has occurred or exists: (i) a failure to fulfill the 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 a Plan, determined without regard to any waiver of such obligations or extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees by any of the Issuer or any of its subsidiaries that could have a Material Adverse Effect; (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Issuer or any of its subsidiaries that could have a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur: (i) a material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Issuer and its subsidiaries compared to the amount of such contributions made in the most recently completed fiscal year of the Issuer and its subsidiaries; (ii) a material increase in the “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) of the Issuer and its subsidiaries compared to the amount of such obligations in the most recently completed fiscal year of the Issuer and its subsidiaries; (iii) any event or condition giving rise to a liability under Title IV of ERISA that could have a Material Adverse Effect; or (iv) the filing of a claim by one or more employees or former employees of the Issuer or any of its subsidiaries related to their employment that could have a Material Adverse Effect. For purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which the Issuer or any of its subsidiaries may have any liability;

(jj) There is and has been no failure on the part of the Issuer and any of the Issuer’s directors or officers, in their capacities as such, to comply in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 relating to loans and Sections 302 and 906 relating to certifications;

(kk) Neither the Issuer nor any of its subsidiaries nor, to the knowledge of the Issuer, any director, officer, agent, employee, affiliate or other person acting on behalf of the Issuer or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that could result in a violation or a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be

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amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder; and the Issuer and its subsidiaries have instituted and maintain policies and procedures designed to promote and ensure compliance with all anti-bribery and anti-corruption laws applicable to the Issuer and its subsidiaries in the jurisdictions in which they operate. No part of the proceeds of the offering will be used, directly or indirectly, in violation of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder;

(ll) The operations of the Issuer and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Issuer, threatened;

(mm) Neither the Issuer nor any of its subsidiaries nor, to the knowledge of the Issuer, any director, officer, agent, employee or affiliate of the Issuer or any of its subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory or (iii) will, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that, to the Issuer’s knowledge after due inquiry, would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise);

(nn) The subsidiaries listed on Annex A-1 attached hereto are the only significant subsidiaries of the Issuer as defined by Rule 1-02 of Regulation S-X (the “Subsidiaries”);

(oo) The Issuer and its subsidiaries own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade

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secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the Issuer’s business as now conducted or as proposed in the Disclosure Package and Final Prospectus to be conducted, except where the failure to own, possess or have rights to any of the foregoing would not have a Material Adverse Effect. Except as would not have a Material Adverse Effect (a) there are no rights of third parties to any such Intellectual Property; (b) there is no infringement by third parties of any such Intellectual Property; (c) there is no pending or threatened action, suit, proceeding or claim by others challenging the Issuer’s rights in or to any such Intellectual Property, and the Issuer is unaware of any facts which would form a reasonable basis for any such claim; (d) there is no pending or threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property, and the Issuer is unaware of any facts which would form a reasonable basis for any such claim; (e) there is no pending or, to the knowledge of the Issuer, threatened action, suit, proceeding or claim by others that the Issuer infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, and the Issuer is unaware of any other fact which would form a reasonable basis for any such claim; (f) there is no U.S. patent or published U.S. patent application which contains claims that dominate or may dominate any Intellectual Property described in the Disclosure Package and the Final Prospectus as being owned by or licensed to the Issuer or that interferes with the issued or pending claims of any such Intellectual Property; and (g) there is no prior art of which the Issuer is aware that may render any U.S. patent held by the Issuer invalid or any U.S. patent application held by the Issuer un-patentable which has not been disclosed to the U.S. Patent and Trademark Office;

(pp) Except as disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus, the Issuer (i) does not have any material lending or other relationship with any bank or lending affiliate of any 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 any of the Underwriters; and

(qq) Any certificate signed by any officer of the Issuer or any Guarantor and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Issuer or such Guarantor, as to matters covered thereby, to each Underwriter.

2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Issuer at the respective purchase prices set forth in Schedule I hereto (i) the principal amount of the 2021 Notes set forth opposite such Underwriter’s name in Schedule II hereto, and (ii) the principal amount of the 2027 Notes set forth opposite such Underwriter’s name in Schedule II hereto.

3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 AM, Eastern Standard Time, on July 29, 2016, or at such time on such later

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date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Issuer or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall have the meaning of 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, New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Issuer by wire transfer payable in same-day funds to an account specified by the Issuer. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Final Prospectus.

5. Agreements. The Issuer and the Guarantors, jointly and severally, agree with the several Underwriters that:

(a) Prior to the termination of the offering of the Securities, the Issuer will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Issuer 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 Issuer will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the SEC pursuant to the applicable paragraph of Rule 424(b) under the Securities Act within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Issuer will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the SEC pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the SEC or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Disclosure Package or Final Prospectus or for any additional information, (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act and (v) of the receipt by the Issuer 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 Issuer will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, 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 as soon as practicable;

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(b) To prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in the form approved by you and attached as Schedule IV hereto and to file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such Rule;

(c) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b) under the Securities Act, any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, or if it shall be necessary to amend the Disclosure Package or supplement the Disclosure Package to comply with the Securities Act or the Exchange Act or the respective rules thereunder, the Issuer will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission or to effect such compliance; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request;

(d) If, at any time when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities 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 in order to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Issuer promptly will (i) notify the Representatives of any such event, (ii) prepare and file with the SEC, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (iv) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request;

(e) As soon as practicable, the Issuer will make generally available to its security holders and to the Representatives an earnings statement or statements of the Issuer and its subsidiaries which will satisfy the provisions of Section 11(a) of Rule 158 under the Securities Act;

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(f) The Issuer will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the signed 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 Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request. The Issuer will pay the expenses of printing or other production of all documents relating to the offering;

(g) The Issuer will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided that in no event shall the Issuer be obligated to qualify to do business in any jurisdiction where it is not now so qualified, 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, or subject itself to payment of taxes, in each case in any jurisdiction where it is not now so subject.

(h) The Issuer agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Issuer that, unless it has or shall have obtained, as the case may be, the prior written consent of the Issuer, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Issuer with the SEC or retained by the Issuer under Rule 433 under the Securities Act, other than a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(b) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives and the Issuer is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuer agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping;

(i) The Issuer will not, without the prior written consent of the Representatives, 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 Issuer or any affiliate of the Issuer or any person in privity with the Issuer or any affiliate of the Issuer), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the SEC in respect

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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 Issuer (other than the Securities) or publicly announce an intention to effect any such transaction, until after the Closing Date;

(j) Neither the Issuer nor the Guarantors will 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 Issuer to facilitate the sale or resale of the Securities;

(k) The Issuer and the Guarantors, jointly and severally, agree to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the SEC of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Underwriting Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vi) any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (vii) the transportation and other expenses incurred by or on behalf of Issuer representatives in connection with presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the Issuer’s accountants and the fees and expenses of counsel (including local and special counsel) for the Issuer; and (ix) all other costs and expenses incident to the performance by the Issuer of its obligations hereunder.

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

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(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 Securities Act; the final term sheet contemplated by Section 5(b) hereto, and any other permitted Free Writing Prospectus required to be filed by the Issuer pursuant to Rule 433(d) under the Securities Act, shall have been filed with the SEC within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use or any post-effective amendment thereto shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act shall have been instituted or threatened;

(b) The Issuer shall have requested and caused Sidley Austin LLP, counsel for the Issuer, to have furnished to the Representatives their written opinions and negative assurance letter, to be delivered and dated as of the Closing Date and addressed to the Representatives, substantially to the effect set forth in Exhibit A hereto;

(c) The Issuer shall have requested and caused Steven M. Cook, Executive Vice President, Chief Legal Officer and Corporate Secretary of the Issuer, to have furnished to the Representatives his written opinions, to be delivered and dated as of the Closing Date and addressed to the Representatives, substantially to the effect set forth in Exhibit B hereto;

(d) The Representatives shall have received from Proskauer Rose LLP, counsel for the Underwriters, such opinion or opinions, to be delivered and dated as of the Closing Date and addressed to the Representatives, 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 Representatives may reasonably require, and the Issuer and the Guarantors shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters;

(e) The Issuer and the Guarantors shall have furnished to the Representatives a certificate of the Issuer, signed by the Chief Executive Officer or the Chief Legal Officer and the principal financial officer of the Issuer and an authorized officer, director or manager of each Guarantor, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Underwriting Agreement and that:

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

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(ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use or to any post-effective amendment thereto has been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or, to the Issuer’s knowledge, threatened; and

(iii) since the date of the most recent financial statements incorporated by reference in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto), there has been no Material Adverse Effect.

(f) The Issuer shall have requested and caused Ernst & Young LLP to have furnished to the Representatives (i) a customary comfort letter, dated the date hereof, with respect to the financial statements and certain financial information contained or incorporated by reference in the Disclosure Package, and (ii) a customary comfort letter, to be delivered and dated as of the Closing Date, in form and substance reasonably satisfactory to the Underwriters and their counsel, to the effect that Ernst & Young LLP reaffirms the statements made in its letter furnished pursuant to clause (i) with respect to the financial statements and certain financial information contained or incorporated by reference in the Disclosure Package and the Final Prospectus.

(g) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (f) 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 Issuer 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 Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto);

(h) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Issuer’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange 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;

(i) The issuance and sale of the Securities pursuant to this Agreement shall not have been enjoined (temporarily or permanently), no restraining order or other injunctive order shall have been issued and no action, suit or proceeding shall have been commenced with respect to this Agreement before any court or governmental authority;

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(j) The Supplemental Indenture shall have been duly executed and delivered by the Issuer and the Trustee, and the Securities shall have been duly executed by the Issuer, as applicable, and the Notes shall have been duly authenticated by the Trustee; and

(k) Prior to the Closing Date, the Issuer and the Guarantors shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Underwriting Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Underwriting Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Underwriting Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Issuer 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 Proskauer Rose LLP, counsel for the Underwriters, at Eleven Times Square, New York, NY 10036, on the Closing Date.

7. Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Issuer to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Issuer and Guarantors, will, severally and jointly, reimburse the Underwriters severally through J.P. Morgan Securities LLC on demand for all expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

8. Indemnification and Contribution.

(a) The Issuer and each of the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Securities 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 Securities 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 the Registration Statement, the Preliminary Prospectus, the Final Prospectus, any Issuer Free

20

Writing Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein 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 neither the Issuer nor any of the Guarantors will 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 information furnished in writing to the Issuer by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Issuer and the Guarantors may otherwise have.

(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Issuer and the Guarantors, each of their directors, each of their officers who signs the Registration Statement, and each person who controls the Issuer or any Guarantor within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuer and the Guarantors to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Issuer by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Issuer and the Guarantors acknowledge that the statements set forth in (i) the list of Underwriters and their respective participation in the sale of the Securities in the first paragraph, (ii) the second and third sentences in the third paragraph (related to concessions and reallowances), (iii) the eighth paragraph (related to Associated Investment Services, Inc.), (iv) the ninth paragraph (related to short sales, stabilization and syndicate covering transactions), (v) the third and fourth sentences in the tenth paragraph, and (vi) the third sentence of the eleventh paragraph, in each case, under the heading “Underwriting” in the Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing 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

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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: (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(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 Issuer and the 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 the same) (collectively “Losses”) to which the Issuer and the 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 Issuer and the Guarantors on the one hand and by the Underwriters on the other from the offering of the Securities. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Issuer and the 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 Issuer and the 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 Issuer and the Guarantors shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by them, 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

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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 Issuer and the 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 Issuer and the 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), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities 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 Securities Act or the Exchange Act and each director, officer, employee, affiliate and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Issuer or the Guarantors within the meaning of either the Securities Act or the Exchange Act, each officer of the Issuer or the Guarantors who shall have signed the Registration Statement and each director of the Issuer or the Guarantors shall have the same rights to contribution as the Issuer and the Guarantors, subject in each case to the applicable terms and conditions of this paragraph (d). The Underwriters’ obligations to contribute pursuant to this paragraph (d) are several in proportion to their respective purchase obligations hereunder and not joint.

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 Underwriting 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 non-defaulting Underwriters do not purchase all the Securities, this Underwriting Agreement will terminate without liability to any non-defaulting Underwriter or the Issuer. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business

23

Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer and any non-defaulting Underwriter for damages occasioned by its default hereunder.

10. Termination. This Underwriting Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Issuer prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the Issuer’s common stock shall have been suspended by the SEC 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) a banking moratorium shall have been declared either by Federal or New York State authorities, (iii) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis, either within or outside the United States, the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated by any Preliminary Prospectus or 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 Issuer and the Guarantors or their officers and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Issuer or the Guarantors or any of the officers, directors, employees, affiliates, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 5(k), 7 and 8 hereof shall survive the termination or cancellation of this Underwriting Agreement.

12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to J.P. Morgan Securities LLC. at 383 Madison Avenue, New York, New York 10179, Attention: Ken Lang, facsimile number: +1 (212) 270-1063 and Merrill Lynch, Pierce, Fenner & Smith Incorporated at 50 Rockefeller Plaza, New York, New York 10020, Attention: High Yield Legal Department, facsimile number: (212) 901-7897; or, if sent to the Issuer or the Guarantors, will be mailed, delivered or telefaxed to PulteGroup, Inc., 3350 Peachtree Rd NE, Suite 150, Atlanta, Georgia 30326, +1 (404) 978-6400, Attention: Steven M. Cook.

13. Successors. This Underwriting 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.

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14. No Fiduciary Duty. The Issuer and the Guarantors hereby acknowledge that (a) the purchase and sale of the Securities pursuant to this Underwriting Agreement is an arm’s-length commercial transaction between the Issuer and the Guarantors, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Issuer or any of the Guarantors and (c) the Issuer’s and the Guarantors’ engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, each of the Issuer and the Guarantors agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Issuer or the Guarantors on related or other matters). The Issuer and the Guarantors agree that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Issuer or the Guarantors, in connection with such transaction or the process leading thereto.

15. Obligations of Guarantors. Notwithstanding anything in this Agreement to the contrary, a Guarantor will not have any liability with regard to representations and warranties in Section 1, with regard to indemnification or contribution under Section 8 or with regard to any other provisions of this Agreement, at any time when that Guarantor is not guaranteeing the Issuer’s obligations under the Notes (whether because that Guarantor has never guaranteed the Issuer’s obligations under the Notes, because that Guarantor’s guarantee of the Issuer’s obligations under the Notes has been suspended or because that Guarantor has been released as a guarantor of the Notes in accordance with the terms of the Indenture).

16. Integration. This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuer and the Underwriters, or any of them, with respect to the subject matter hereof.

17. Applicable Law. This Underwriting 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.

18. Waiver of Jury Trial. The Issuer hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Underwriting Agreement or the transactions contemplated hereby.

19. Counterparts. This Underwriting 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.

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

[Signature Pages Follow]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Underwriting Agreement and your acceptance shall represent a binding agreement among the Issuer, the Guarantors and the several Underwriters.

PulteGroup, Inc.
By:	\s\ Bruce E. Robinson
	Name:	Bruce E. Robinson
	Title:	Vice President and Treasurer

Anthem Arizona, L.L.C.	PH4 Corporation
Centex Construction of New Mexico, LLC	PN II, Inc.
Centex Homes of California, LLC	Preserve II, Inc.
Centex Homes, LLC	Pulte Arizona Services, Inc.
Centex International II, LLC	Pulte Building Systems Holding Company, LLC
Centex LLC	Pulte Development Corporation
Centex Real Estate Construction Company	Pulte Development New Mexico, Inc.
Centex Real Estate Corporation	Pulte Home Corporation
Del Webb California Corp.	Pulte Home Corporation of the Delaware Valley
Del Webb Communities of Illinois, Inc.	Pulte Homes of Greater Kansas City, Inc.
Del Webb Communities, Inc.	Pulte Homes of Michigan LLC
Del Webb Corporation	Pulte Homes of Minnesota LLC
Del Webb Home Construction, Inc.	Pulte Homes of New England LLC
Del Webb Limited Holding Co.	Pulte Homes of New Mexico, Inc.
Del Webb Southwest Co.	Pulte Homes of New York LLC
Del Webb’s Coventry Homes Construction Co.	Pulte Homes of Ohio LLC
Del Webb’s Coventry Homes of Nevada, Inc.	Pulte Homes of St. Louis, LLC
Del Webb’s Coventry Homes, Inc.	Pulte Homes Tennessee, Inc.
DiVosta Building, LLC	Pulte Land Company, LLC
DiVosta Homes Holdings, LLC	Pulte Nevada I LLC
DW Homebuilding Co.	Pulte Payroll Corporation
Nomas LLC	Pulte Realty Holdings, Inc.
PH 19 Corporation	Pulte Texas Holdings LLC
PH1 Corporation	RN Acquisition 2 Corp.
PH3 Corporation	Terravita Home Construction Co.
	Wil Corporation

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

[continued on following page]

[Signature Page – Underwriting Agreement]

Centex Development Company, L.P.		Centex Homes
By:	Centex Homes	By:	Centex Real Estate Corporation
Its:	General Partner	Its:	Managing Partner
By:	Centex Real Estate Corporation	\s\ Bruce E. Robinson
Its:	Managing Partner	By:	Bruce E. Robinson
		Title:	Vice President and Treasurer
\s\ Bruce E. Robinson
By:	Bruce E. Robinson
Title:	Vice President and Treasurer
Del Webb Texas Limited Partnership		DiVosta Homes, L.P.
By:	Del Webb Southwest Co.	By:	DiVosta Homes Holdings, LLC
Its:	General Partner	Its:	General Partner
\s\ Bruce E. Robinson		\s\ Bruce E. Robinson
By:	Bruce E. Robinson	By:	Bruce E. Robinson
Title:	Vice President and Treasurer	Title:	Vice President and Treasurer
Potomac Yard Development LLC		Pulte Communities NJ, Limited Partnership
By:	Potomac Yard Development Sole	By:	Preserve I, Inc.
	Member LLC	Its:	General Partner
Its:	Sole Member
		\s\ Bruce E. Robinson
By:	Pulte Home Corporation	By:	Bruce E. Robinson
Its:	Sole Member	Title:	Vice President and Treasurer
\s\ Bruce E. Robinson
By:	Bruce E. Robinson
Title:	Vice President and Treasurer
Pulte Homes of NJ, Limited Partnership		Pulte Homes of Texas, L.P.
By:	Pulte Home Corporation of The	By:	Pulte Nevada I LLC
	Delaware Valley	Its:	General Partner
Its:	General Partner
		\s\ Bruce E. Robinson
\s\ Bruce E. Robinson		By:	Bruce E. Robinson
By:	Bruce E. Robinson	Title:	Vice President and Treasurer
Title:	Vice President and Treasurer

[continued on following page]

[Signature Page – Underwriting Agreement]

Pulte Homes of PA, Limited Partnership
By:	PH 50 LLC
Its:	General Partner
\s\ Stephen Schlageter
By:	Stephen P. Schlageter
Title:	Manager
Pulte Homes Tennessee Limited Partnership
By:	Pulte Homes Tennessee, Inc.
Its:	General Partner
\s\ Bruce E. Robinson
By:	Bruce E. Robinson
Title:	Vice President and Treasurer
Pulte Realty Limited Partnership
By:	PH 55 LLC
Its:	General Partner
By:	Pulte Realty Holdings, Inc.
Its:	Sole Member
\s\ Bruce E. Robinson
By:	Bruce E. Robinson
Title:	Vice President and Treasurer
Pulte/BP Murrieta Hills, LLC
By:	Pulte Home Corporation
Its:	Manager Member
\s\ Bruce E. Robinson
By:	Bruce E. Robinson
Title:	Vice President and Treasurer
Pulte Homes of Indiana, LLC
\s\ Steven M. Cook
By:	Steven M. Cook
Title:	Manager

[Signature Page – Underwriting Agreement]

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By:	J.P. Morgan Securities LLC
By:	\s\ Kenneth A. Lang
	Name: Kenneth A. Lang
	Title: Managing Director
By:	Merrill Lynch, Pierce, Fenner & Smith
	Incorporated
By:	\s\ William Conkling
	Name: William Conkling
	Title: Managing Director
For themselves and the other several Underwriters named in Schedule II to the foregoing Underwriting Agreement.

[Signature Page – Underwriting Agreement]

SCHEDULE I

Underwriting Agreement dated July 26, 2016

Registration Statement No. 333-209598

Representatives: J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated

Title, Purchase Price and Description of 2021 Notes:

Title:	4.25% Senior Notes due 2021
Principal amount:	$400,000,000
Purchase price:	102.850% of the aggregate principal amount thereof, plus an amount equal to accrued interest on the Existing 2021 Notes from March 1, 2016 to the Closing Date

Title, Purchase Price and Description of 2027 Notes:

Title:	5.000% Senior Notes due 2027
Principal amount:	$600,000,000
Purchase price:	99.350% of the aggregate principal amount thereof

Closing Date, Time and Location: July 29, 2016 at 10:00 A.M. at Proskauer Rose LLP, Eleven Times Square, New York, NY 10036

Type of Offering: Non-delayed

Date referred to in Section 5(i) after which the Issuer may offer or sell debt securities issued or guaranteed by the Issuer without the consent of the Representative(s): July 29, 2016

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

SCHEDULE II

Underwriters	Principal Amount of 2021 Notes to be Purchased		Principal Amount of 2027 Notes to be Purchased
J.P. Morgan Securities LLC	$	100,000,000	$	150,000,000
Merrill Lynch, Pierce, Fenner & Smith                       Incorporated	$	40,000,000	$	60,000,000
BB&T Capital Markets, a division of BB&T Securities, LLC	$	40,000,000	$	60,000,000
SunTrust Robinson Humphrey, Inc.	$	40,000,000	$	60,000,000
Citigroup Global Markets Inc.	$	32,000,000	$	48,000,000
Wells Fargo Securities, LLC	$	32,000,000	$	48,000,000
Comerica Securities, Inc.	$	24,000,000	$	36,000,000
Mizuho Securities USA Inc.	$	24,000,000	$	36,000,000
PNC Capital Markets LLC	$	24,000,000	$	36,000,000
U.S. Bancorp Investments, Inc.	$	12,000,000	$	18,000,000
Fifth Third Securities, Inc.	$	12,000,000	$	18,000,000
BNP Paribas Securities Corp.	$	12,000,000	$	18,000,000
TD Securities (USA) LLC	$	6,000,000	$	9,000,000
Samuel A. Ramirez & Company, Inc.	$	2,000,000	$	3,000,000
Total	$	400,000,000	$	600,000,000

SCHEDULE III

• Final Term Sheet set forth in Schedule IV hereto.

SCHEDULE IV

See attached.

SCHEDULE V

Guarantors	State of Organization
Anthem Arizona, L.L.C.	Arizona
Centex Construction of New Mexico, LLC	Delaware
Centex Development Company, L.P.	Delaware
Centex Homes	Nevada
Centex Homes of California, LLC	Delaware
Centex Homes, LLC	Delaware
Centex International II, LLC	Nevada
Centex LLC	Nevada
Centex Real Estate Construction Company	Nevada
Centex Real Estate Corporation	Nevada
Del Webb California Corp.	Arizona
Del Webb Communities, Inc.	Arizona
Del Webb Communities of Illinois, Inc.	Arizona
Del Webb Corporation	Delaware
Del Webb Home Construction, Inc.	Arizona
Del Webb Limited Holding Co.	Arizona
Del Webb Southwest Co.	Arizona
Del Webb Texas Limited Partnership	Arizona
Del Webb’s Coventry Homes Construction Co.	Arizona
Del Webb’s Coventry Homes, Inc.	Arizona
Del Webb’s Coventry Homes of Nevada, Inc.	Arizona
DiVosta Building, LLC	Michigan
DiVosta Homes Holdings, LLC	Delaware
DiVosta Homes, L.P.	Delaware
DW Homebuilding Co.	Arizona
Nomas LLC	Nevada
PH1 Corporation	Michigan
PH3 Corporation	Michigan
PH4 Corporation	Michigan
PH 19 Corporation	Michigan
PN II, Inc.	Nevada
Potomac Yard Development LLC	Delaware
Preserve II, Inc.	Michigan
Pulte Arizona Services, Inc.	Michigan
Pulte Building Systems Holding Company, LLC	Nevada
Pulte Communities NJ, Limited Partnership	Michigan
Pulte Development Corporation	Michigan
Pulte Development New Mexico, Inc.	Michigan
Pulte Home Corporation	Michigan
Pulte Home Corporation of the Delaware Valley	Michigan
Pulte Homes of Greater Kansas City, Inc.	Michigan
Pulte Homes of Indiana, LLC	Indiana
Pulte Homes of Michigan LLC	Michigan
Pulte Homes of Minnesota LLC	Minnesota
Pulte Homes of New England LLC	Michigan
Pulte Homes of New Mexico, Inc.	Michigan
Pulte Homes of New York LLC	Delaware
Pulte Homes of NJ, Limited Partnership	Michigan
Pulte Homes of Ohio LLC	Michigan
Pulte Homes of PA, Limited Partnership	Michigan
Pulte Homes of St. Louis, LLC	Nevada

Pulte Homes of Texas, L.P.	Texas
Pulte Homes Tennessee, Inc.	Michigan
Pulte Homes Tennessee Limited Partnership	Nevada
Pulte Land Company, LLC	Michigan
Pulte Nevada I LLC	Delaware
Pulte Payroll Corporation	Michigan
Pulte Realty Holdings, Inc.	Michigan
Pulte Realty Limited Partnership	Michigan
Pulte Texas Holdings LLC	Michigan
Pulte/BP Murrieta Hills, LLC	California
RN Acquisition 2 Corp.	Nevada
Terravita Home Construction Co.	Arizona
Wil Corporation	Michigan

Annex A-1

Significant Subsidiaries

Pulte Home Corporation

Centex Homes

Pulte Realty Limited Partnership

Pulte Homes of Texas, L.P.

Annex A-2

Less than Wholly-Owned Subsidiaries

Subsidiary	PulteGroup, Inc. Direct or Indirect Ownership Interest
Cave Buttes Development Partners, LLC	50%
Contracts Insurance Company of North America, Inc., a Risk Retention Group	100% of Class A stock
FRCS II, LLC	99%
Golfclub of the Everglades, Inc.	100% of common stock
Pulte Georgia Holdings LLC	70%
Pulte / BP Murrieta Hills, LLC	70%
Pulte Realty of Connecticut, Inc.	100% of common stock

Exhibit A

Form of Opinion of Sidley Austin LLP

Exhibit B

Form of Opinion of Steven M. Cook

EX-4.3

Exhibit 4.3

EXECUTION VERSION

PULTEGROUP, INC.

INDENTURE SUPPLEMENT

DATED AS OF JULY 29, 2016

TO

INDENTURE

DATED AS OF OCTOBER 24, 1995

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(as successor to J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION)

TRUSTEE

SENIOR DEBT SECURITIES

INDENTURE SUPPLEMENT, dated as of July 29, 2016, among PULTEGROUP, INC., a Michigan corporation (the “Company”), located at 3350 Peachtree Road NE, Suite 150, Atlanta, Georgia 30326, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).

RECITALS

The Company and certain direct and indirect subsidiaries of the Company have heretofore executed and delivered to the Trustee that certain Indenture, dated as of October 24, 1995 (the “Original Indenture”), 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, the Indenture Supplement 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, the Indenture Supplement dated as of May 17, 2006, the Indenture Supplement dated as of September 15, 2009, the Indenture Supplement dated as of February 8, 2016 and the Indenture Supplement dated as of March 1, 2016 (the “2021 Senior Notes Indenture Supplement”) (as so amended, the “Base Indenture;” and the Base Indenture, as amended by this Indenture Supplement, the “Indenture”), pursuant to which one or more series of unsecured senior debentures, notes, bonds or other evidences of senior indebtedness of the Company (hereinafter, the “Securities”) may be issued from time to time.

Section 901(6) of the Base Indenture provides that a supplemental indenture may be entered into by the Company, when authorized by or pursuant to a Board Resolution, 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 Base Indenture.

Section 301 of the Base Indenture provides that a series of Securities may be reopened for issuances of additional Securities of such series.

Pursuant to the terms of Section 901(6) of the Base 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 5.00% Senior Notes due 2027 (the “Notes”).

Pursuant to the 2021 Senior Notes Indenture Supplement, the Company, among other things, established a series of Securities designated the 4.25% Senior Notes due 2021 (the “2021 Senior Notes”), limited, subject to certain exceptions, in aggregate principal amount to $300,000,000, provided that the Company may, from time to time, without notice to or consent of Holders or beneficial owners of any Outstanding Securities, “reopen” the series of the 2021 Senior Notes so as to increase the aggregate principal amount of Outstanding 2021 Senior Notes; and the Company now desires to “reopen” the series of the 2021 Senior Notes and amend the 2021 Senior Notes Indenture Supplement to increase the aggregate principal amount of the 2021 Senior Notes that may be issued to $700,000,000 in aggregate principal amount.

The Company has furnished the Trustee with (i) an Opinion of Counsel stating that the execution of this Indenture Supplement is permitted by the Base Indenture and (ii) a copy of the resolutions of its Board of Directors certified by its Executive Vice President, Chief Legal Officer and Corporate 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 Base Indenture have been done.

NOW THEREFORE, THIS INDENTURE SUPPLEMENT WITNESSETH:

For and in consideration of the premises and the mutual covenants and agreements contained herein, it is mutually covenanted and agreed, 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 Base Indenture shall have the meanings assigned to them in the Base Indenture. For all purposes of this Indenture Supplement:

“Base Indenture” has the meaning set forth in the recitals hereof.

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

“Closing Date” means July 29, 2016.

“Company” has the meaning set forth in the preamble hereof.

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

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

“Indenture” has the meaning set forth in the recitals hereof.

“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 fourth paragraph of the recitals hereof and Section 2.01 hereof that are authenticated and delivered under the Indenture. For all purposes of this Indenture Supplement, the term “Notes” shall include the Notes initially issued on the Closing Date and any other Notes issued after the Closing Date. For purposes of the Indenture, the Notes shall constitute a single series of Securities under the Indenture and shall vote together to the extent so provided in the Indenture.

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“Original Indenture” has the meaning set forth in the recitals hereof.

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

“Registrar” has the meaning set forth in Section 5.03 hereof.

“Securities” has the meaning set forth in the recitals hereof.

“Trustee” has the meaning set forth in the preamble hereof.

The parties hereto acknowledge that certain terms are defined in both the Base 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 Base 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.

There is hereby authorized and established a series of Securities designated the 5.00% Senior Notes due 2027, limited in aggregate principal amount to $600,000,000 (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture, or pursuant to Section 5 of the form of Notes attached hereto as Exhibit A); provided that the Company may, from time to time, without notice to or consent of Holders or beneficial owners 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, by issuing additional Securities having the same ranking, interest rate, maturity and other terms (except for the issue date, issue price and, in some cases, the first Interest Payment Date and the date from which interest shall begin to accrue) as the Notes then Outstanding; provided, further, that the Company shall not issue such additional Securities with the same CUSIP number as the Notes issued on the Closing Date if they are not fungible for U.S. federal income tax purposes with the Notes issued on the Closing Date; and provided, further, that any such additional Securities will constitute part of the same series as the Notes issued on the Closing Date.

SECTION 2.02. Terms of the Notes. The Stated Maturity on which the principal of the Notes shall be due and payable shall be January 15, 2027.

The principal of the Notes shall bear interest at the rate of 5.00% per annum, which interest shall accrue from the most recent Interest Payment Date with respect to the Notes to which interest has been paid or duly provided for, and if no interest has been paid or duly provided for with respect to the Notes, from and including July 29, 2016, payable semi-annually in arrears on January 15 and July 15 (each, an “Interest Payment Date”) in each year, commencing January 15, 2017, to the Persons in whose names the Notes (or one or more

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Predecessor Securities) are registered at the close of business on the January 1 or July 1 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 5.00% 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 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 The Bank of New York Mellon Global Corporate Trust, Corporate Trust Window, 101 Barclay Street, 1^st Floor, New York, New York 10286, Attention: Corporate Trust Administration.

The Notes are subject to redemption at the option of the Company as provided in the form of Note attached hereto as Exhibit A and in the Indenture.

The Notes shall not have the benefit of a sinking fund and will not be subject to mandatory redemption, but the Notes shall be subject to repurchase by the Company at the option of the Holders thereof on the terms and subject to the conditions set forth in Section 5 of the form of Note attached hereto as Exhibit A.

The Notes shall be subject to the covenants set forth in Sections 1006 and 1007 and Article Eight of the Indenture. Articles Thirteen and Seventeen of the Indenture shall not apply to the Notes.

The Notes shall be subject to defeasance and covenant defeasance at the option of the Company as provided in Article Fourteen of the Indenture, and, without limiting the foregoing, in addition to the covenants set forth in Sections 1006 and 1007 and Article Eight of the Indenture, the provisions set forth in Section 5 of the form of Note attached hereto as Exhibit A shall be subject to covenant defeasance pursuant to Section 1403 of the Indenture.

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

SECTION 2.03. Denominations. The Notes shall be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

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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 the 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 (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. The Notes may be issued in certificated form without interest coupons only to the extent provided by the Base Indenture and this Indenture Supplement (“Certificated Notes”). Except as provided in Section 5.02 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 in the Notes 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

AMENDMENTS TO THE 2021 SENIOR NOTES INDENTURE SUPPLEMENT

SECTION 3.01. Amendment to the First Paragraph of Section 2.01. The first paragraph of Section 2.01 of the 2021 Senior Notes Indenture Supplement, relating to the establishment of the series of 2021 Senior Notes, is hereby amended and restated to read as follows:

There is hereby authorized and established a series of Securities designated the 4.25% Senior Notes due 2021, limited in aggregate principal amount to $700,000,000 (except for 2021 Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other 2021 Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture, or pursuant to

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Section 5 of the form of 2021 Notes attached hereto as Exhibit A); provided that the Company may, from time to time, without notice to or consent of Holders or beneficial owners of the Outstanding 2021 Notes, “reopen” this series of Securities so as to increase the aggregate principal amount of 2021 Notes Outstanding in compliance with the procedures set forth in the Indenture, including Sections 301 and 303 thereof, by issuing additional Securities having the same ranking, interest rate, maturity and other terms (except for the issue date, issue price and, in some cases, the first Interest Payment Date and the date from which interest shall begin to accrue) as the 2021 Notes then Outstanding; provided, further, that the Company shall not issue such additional Securities with the same CUSIP number as the 2021 Notes issued on the Closing Date if they are not fungible for U.S. federal income tax purposes with the 2021 Notes issued on the Closing Date; and provided, further, that any such additional Securities will constitute part of the same series as the 2021 Notes issued on the Closing Date.

SECTION 3.02. Amendment to Section 5.01. Section 5.01 of the 2021 Senior Notes Indenture Supplement is hereby amended and restated to read as follows:

SECTION 5.01. Notes. 2021 Notes in the aggregate principal amount of $700,000,000 may be executed by the Company and delivered to the Trustee for authentication and the Trustee shall thereupon authenticate and deliver said Notes upon a Company Order without any further action by the Company.

2026 Notes in the aggregate principal amount of $700,000,000 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 3.03. Amendment to Form of Note in Exhibit A. The form of note set forth in Exhibit A to the 2021 Senior Notes Indenture Supplement is hereby amended by replacing the reference to “$300,000,000” in Section 2 thereof with “$700,000,000.”

ARTICLE IV

AMENDMENTS TO INDENTURE SOLELY FOR THE BENEFIT

OF HOLDERS OF THE NOTES

SECTION 4.01. Amendment to Definition of “Business Day.” The definition of “Business Day” in Section 101 of the Base Indenture is hereby amended and restated to read as follows, but only insofar as it relates to the Notes:

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the City of New York are authorized or obligated by law or executive order to close.

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SECTION 4.02. Amendment to Definition of “Consolidated Net Tangible Assets.” The definition of “Consolidated Net Tangible Assets” in Section 101 of the Base Indenture (including as amended and restated by Section 3.02 of this Indenture Supplement) is hereby amended and restated to read as follows, but only insofar as it relates to the Notes:

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

(1) all short-term liabilities and liability items, except for (i) liabilities and liability items payable by their terms more than one year from the date of determination (or renewable or extendible at the option of the obligor for a period ending more than one year after such date) and (ii) liabilities in respect of retiree benefits other than pensions for which the Restricted Subsidiaries are required to accrue pursuant to Accounting Standards Codification No. 715;

(2) Investments in Subsidiaries that are not Restricted Subsidiaries, including Pulte Mortgage LLC; and

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

SECTION 4.03. Amendment to Definition of “Generally Accepted Accounting Principles” or “GAAP.” The definition of “Generally Accepted Accounting Principles” or “GAAP” in Section 101 of the Base Indenture is hereby amended and restated to read as follows, but only insofar as it relates to the Notes:

“Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles in the United States, consistently applied, that are in effect as of the date of application thereof.

SECTION 4.04. Amendment to Definition of “Restricted Subsidiary.” The definition of “Restricted Subsidiary” in Section 101 of the Base Indenture is hereby amended and restated to read as follows, but only insofar as it relates to the Notes:

“Restricted Subsidiary” means any Guarantor and any other of the Company’s Subsidiaries, now owned or hereafter formed or acquired, and any successor to such Guarantor or Subsidiary other than (i) Pulte Mortgage LLC and its Subsidiaries, Centex Financial Services, LLC and its Subsidiaries and any other Subsidiary of the Company engaged primarily in the mortgage banking or title insurance business, (ii) North American Builders Indemnity Company and its Subsidiaries, (iii) any Subsidiary (and its immediate holding company parent, so long as such parent’s primary assets are Capital Stock in Subsidiaries formed for the specific purpose of (A) acquiring mortgages or other assets from the Company or any Guarantor, for cash or cash equivalents and at a value which is comparable to that which is obtained for such assets on an arm’s length transactions and (B)

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entering into a securitization program (or similar transaction or series of transactions) with respect to the acquired assets, provided that the sole recourse of such Subsidiary’s creditors is the assets of such Subsidiary or another Person other than the Company or a Guarantor; and (iv) any successor to any of the Subsidiaries described in clauses (i) through (iii).

SECTION 4.05. Amendment to Definition of “Senior Indebtedness.” The definition of “Senior Indebtedness” in Section 101 of the Base Indenture is hereby amended and restated to read as follows, but only insofar as it relates to the Notes:

“Senior Indebtedness” means the principal of (and premium, if any, on) and interest on (including interest accruing after the occurrence of an Event of Default or after the filing of a petition initiating any proceeding pursuant to any bankruptcy law whether or not such interest is an allowable claim in any such proceeding) and other amounts due on or in connection with any Indebtedness of the Company, whether outstanding on the date hereof or hereafter created, incurred or assumed, including under the Securities and the Bank Credit Facility, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be pari passu in right of payment to the Securities. Notwithstanding the foregoing, “Senior Indebtedness” shall not include (1) Indebtedness of the Company that is expressly subordinated in right of payment to any Senior Indebtedness of the Company, (2) Indebtedness of the Company that by operation of law is subordinate to any of our general unsecured obligations, (3) Indebtedness of the Company to any Subsidiary, (4) Indebtedness incurred in violation of Section 1006 or Section 1007, (5) to the extent it might constitute Indebtedness, any liability for federal, state or local taxes or other taxes, owed or owing by the Company, and (6) to the extent it might constitute Indebtedness, trade account payables owed or owing by the Company.

SECTION 4.06. Amendment to Definition of “Subsidiary.” The definition of “Subsidiary” in Section 101 of the Base Indenture is hereby amended and restated to read as follows, but only insofar as it relates to the Notes:

“Subsidiary” means, with respect to any Person, any corporation of which at the time of determination such Person, directly and/or indirectly through one or more Subsidiaries, owns more than 50% of the shares of Voting Stock, provided, however, that references to “Subsidiary” without reference to any particular Person means a Subsidiary of the Company.

SECTION 4.07. Addition of Definition of “Business Day at any Place of Payment” and “Business Day at such Place of Payment.” Section 101 of the Base Indenture is hereby supplemented, but only insofar as relates to the Notes, to add the following definition, in appropriate alphabetical sequence:

“Business Day at any Place of Payment” and “Business Day at such Place of Payment” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in such Place of Payment are authorized or obligated by law or executive order to close.

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SECTION 4.08. Amendment to Section 203 – Form of Guarantee. The form of Guarantee set forth in Section 203 of the Base Indenture is hereby amended, but only insofar as it relates to the Notes, by deleting the reference to “Attest:                     .”

SECTION 4.09. Amendment to the first paragraph of Section 303. The first paragraph of Section 303 of the Base Indenture is hereby amended and restated to read as follows, but only insofar as it relates to the Notes:

The Securities shall be executed on behalf of the Company by its Chairman, its President or a Vice President. The Guarantees shall be executed on behalf of each Guarantor by such Guarantor’s Chairman, President, Vice President, Secretary, Assistant Secretary, Manager or Director (or if such Guarantor does not have any officers, managers or directors, by the Chairman, President, Vice President, Secretary, Assistant Secretary, Manager or Director of the Person that directly or indirectly manages or directs the affairs of such Guarantor). The signature of any of these officers on the Securities or Guarantees, as the case may be, may be the manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities.

ARTICLE V

ORIGINAL ISSUE OF NOTES

SECTION 5.01. Notes. Notes in the aggregate principal amount of $600,000,000 may be executed by the Company and delivered to the Trustee for authentication and the Trustee shall thereupon authenticate and deliver the Notes upon a Company Order without any further action by the Company.

SECTION 5.02. 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 Indenture and Section 5.03 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 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.

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(b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 5.02 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 5.02 shall be executed, authenticated and delivered only in denominations equal to integral multiples of $1,000 of principal amount, but in any case not less then $2,000 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 of such Global Note, 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 5.02(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 5.03. 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

(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).

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(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 the relevant Global Note to reflect an increase in the aggregate principal amount of the Notes represented by such 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 such Global Note to be increased by the aggregate principal amount of such 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 such Global Note equal to the principal amount of such Certificated Note so canceled. If no Global Notes are then outstanding and no Global Note has been previously exchanged for Certificated Notes pursuant to Section 5.02 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 5.02 of this Indenture Supplement), a Global Note 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.

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(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 or 1107 of the Indenture or pursuant to Section 5 of the form of Note attached hereto as Exhibit A).

(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 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

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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 VI

MISCELLANEOUS

SECTION 6.01. Ratification. This Indenture Supplement shall be deemed part of the Base Indenture in the manner and to the extent herein provided. Except as expressly amended hereby, the Base Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

SECTION 6.02. 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 6.03. 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 6.04. 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.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed as of the day and year first above written.

PULTEGROUP, INC.
By:	/s/ Bruce E. Robinson
	Name:  Bruce E. Robinson
	Title:    Vice President and Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/ Manjari Purkayastha
	Name:  Manjari Purkayastha
	Title:    Vice President

Indenture Supplement

EXHIBIT A

FORM OF 2027 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”).

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.

UNLESS THIS GLOBAL SECURITY 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 GLOBAL SECURITY 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.

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PULTEGROUP, INC.

5.00% SENIOR NOTES DUE 2027

$●,000,000 No. ● CUSIP: 745867 AX9 ISIN: US745867AX94

1. PAYMENTS. PULTEGROUP, 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 The Depository Trust Company, 55 Water Street, New York, New York 10041, or registered assigns, the principal sum indicated on Schedule A hereto on January 15, 2027, and to pay interest thereon from the most recent Interest Payment Date to which interest with respect to this Security has been paid or duly provided for, and if no interest has been paid or duly provided for with respect this Security, from and including July 29, 2016 [Note: if this Security is issued as part of a reopening of this series of Securities, then insert July 29, 2016 here if this Security is issued before the first Interest Payment Date for this series of Securities; if, however, such Security is issued on or after an Interest Payment Date for this series of Securities, then insert the date of the Interest Payment Date if issued on such Interest Payment Date or the date of the most recent Interest Payment Date if issued after such Interest Payment Date], semi-annually in arrears on January 15 and July 15 in each year, commencing on January 15, 2017, at the rate of 5.00% 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 the 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 January 1 or July 1 (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 the 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.

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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.

[To be inserted only for Global Securities—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 $1,000, but in any case not less then $2,000. 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.

2. INDENTURE. 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, among the Company (formerly known as Pulte Homes, Inc., and previously, Pulte Corporation), those direct and indirect subsidiaries of the Company who are named therein as guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (as successor trustee to J.P. Morgan Trust Company, National Association, which was successor trustee to Bank One Trust Company, National Association, which was successor trustee to The First National Bank of Chicago) (herein called the “Trustee”, which term includes any successor trustee under the Indenture), as amended and 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, the Indenture Supplement 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, the Indenture Supplement dated as of May 17, 2006, the Indenture Supplement dated as of September 15, 2009, the Indenture Supplement dated as of February 8, 2016, the Indenture Supplement dated as of March 1, 2016 and the Indenture Supplement dated as of the date hereof (the “July 2016 Indenture Supplement”) (as so amended, 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 $600,000,000; provided that the aggregate principal amount of the

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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 July 2016 Indenture Supplement. The Securities of this series are issuable only in registered form, without coupons, in the denominations specified in the July 2016 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. OPTIONAL REDEMPTION. The Company may, at its option, at any time and from time to time, redeem, in whole or in part, prior to October 15, 2026 (the “Par Call Date”), the Securities of this series at a Redemption Price equal to the greater of:

(1) 100% of the principal amount of the Securities of this series to be redeemed; or

(2) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities of this series to be redeemed (exclusive of accrued and unpaid interest to, but not including, the applicable Redemption Date) that would be due if the Securities of this series matured on the Par Call Date, discounted to the Redemption Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points (0.50%);

plus, in the case of both clauses (1) and (2) above, accrued and unpaid interest on the principal amount of the Securities of this series being redeemed to, but not including, such Redemption Date.

On or after the Par Call Date, the Company may, at its option, redeem the Securities of this series in whole or in part at any time and from time to time at a Redemption Price equal to 100% of the principal amount of the Securities of this series being redeemed, plus accrued and unpaid interest on the principal amount of the Securities of this series being redeemed to, but not including, such Redemption Date.

Notwithstanding the foregoing, payments of interest on this Security that are due and payable on any Interest Payment Date falling on or prior to the relevant Redemption Date shall be payable to the Holder of this Security, registered as such at the close of business on the relevant record date according to their terms and the terms and provisions of the Indenture.

Any redemption will be on at least 30, but not more than 60 days’ prior notice (which notice, as long as the Securities of this series are held in book-entry form, will be given to DTC (or its nominee) or a successor Depositary (or its nominee)).

If money in U.S. dollars sufficient to pay the Redemption Price of and accrued interest on the Securities of this series to be redeemed is deposited with the Trustee on or before the Redemption Date, then on and after the Redemption Date interest will cease to accrue on the Securities of this series (or such portions thereof) called for redemption and those Securities of this series will cease to be outstanding.

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If less than all the Securities of this series are to be redeemed, the Securities to be redeemed shall be selected by the Depositary in accordance with its standard procedures in the case of Securities of this series represented by a Global Security, or by the Trustee by lot, in the case of Securities of this series that are not represented by a Global Security, as provided in the Indenture.

As used in this Section 3, the following terms have the meanings set forth below.

“Comparable Treasury Issue” means, with respect to any Redemption Date for the Securities of this series, the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Securities of this series to be redeemed (assuming the Securities of this series matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities of this series (assuming the Securities of this series matured on the Par Call Date).

“Comparable Treasury Price” means, with respect to any Redemption Date for the Securities of this series, (1) if the Quotation Agent obtains four or more Reference Treasury Dealer Quotations, the arithmetic average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest such Reference Treasury Dealer Quotations; (2) if the Quotation Agent obtains fewer than four but more than one such Reference Treasury Dealer Quotations, the arithmetic average of all such Reference Treasury Dealer Quotations for such Redemption Date; or (3) if the Quotation Agent obtains only one such Reference Treasury Dealer Quotation, such Reference Treasury Dealer Quotation for such redemption date.

“Quotation Agent” means, for purposes of determining the Redemption Price of the Securities of this series to be redeemed on any Redemption Date, one of the Reference Treasury Dealers appointed by us.

“Reference Treasury Dealers” means, with respect to any Redemption Date for the Securities of this series (A) J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and one primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”) designated by BB&T Capital Markets, a division of BB&T Securities, LLC, or their respective successors, as the case may be; provided, however, that if any such firm or any such successor, as the case may be, shall cease to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer or Primary Treasury Dealers selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date for the Securities of this series, the average, as determined by the Quotation Agent, of the bid and asked prices for the relevant Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date.

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“Treasury Rate” means, with respect to any Redemption Date for the Securities of this series, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated yield to maturity of the relevant Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

4. NO MANDATORY REDEMPTION. This Security is not entitled to the benefit of a sinking fund or mandatory redemption provisions, but this Security shall be subject to repurchase by the Company at the option of the Holder of this Security on the terms and subject to the conditions set forth in Section 5 of this Security.

5. CHANGE OF CONTROL OFFER. If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option to redeem the Securities of this series by notifying the Holders of Securities of this series to that effect as provided in Section 3 of this Security, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder of Securities of this series to repurchase (at such Holder’s option and on the terms described below) all or any part (in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof, provided that any remaining principal amount of any Security repurchased in part is $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities of this series. In a Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate principal amount of the Securities of this series repurchased, plus accrued and unpaid interest, if any, on the Securities of this series repurchased to, but not including, the Change of Control Payment Date (as defined below) (a “Change of Control Payment”); provided that, notwithstanding the foregoing, payments of interest on Securities of this series that are due and payable on any Interest Payment Date falling on or prior to such Change of Control Payment Date will be payable to the Holders of the Securities of this series registered as such at the close of business on the relevant record date according to their terms and the terms and provisions of the Indenture.

Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (as defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will, unless the Company has exercised its option to redeem the Securities of this series by notifying the Holders of Securities of this series to that effect as provided in Section 3 of this Security, mail or cause to be mailed (or, in the case of Global Securities, give or cause to be given in accordance with the Depositary’s procedures) a notice (the “Change of Control Purchase Notice”) to all Holders of the Securities of this series, describing the transaction or transactions that constitute or may constitute the Change of Control and offering to repurchase the Securities of this series on the date specified in the Change of Control Purchase Notice, which date will be no earlier than 30 days and no later than 60 days from the date that the Change of Control Purchase Notice is sent, other than as may be required by applicable law or regulation (the “Change of Control Payment Date”). The Change of Control Purchase Notice will, if mailed (or given, as the case may be) prior to the date of consummation of the applicable Change of Control, state that the Change of Control Offer for, and the Company’s obligation to purchase, the Securities of this series are conditioned on such Change of Control and the related Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.

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Holders electing to have a Security of this series or portion thereof repurchased pursuant to a Change of Control Offer will be required to surrender the Security (which, in the case of Global Securities, must be made in accordance with the procedures of the Depositary), together with a duly completed and executed notice of Holder to elect repurchase in the form attached to this Security (which may, in the case of Global Securities, be given in accordance with the Depositary’s procedures) to the Trustee (or to such other Person as may be designated by the Company for such purpose) as provided in the applicable Change of Control Purchase Notice prior to the close of business on the third Business Day immediately preceding the applicable Change of Control Payment Date and to comply with other procedures and requirements set forth in such Change of Control Purchase Notice.

On each Change of Control Payment Date, the Company will be required, to the extent lawful, to:

1) accept for payment all Securities or portions of Securities of this series properly tendered and not withdrawn pursuant to the applicable Change of Control Offer;

2) deposit with a Paying Agent for the Securities of this series an amount equal to the aggregate Change of Control Payment in respect of all Securities or portions of Securities of this series properly tendered and not withdrawn pursuant to the applicable Change of Control Offer; and

3) deliver or cause to be delivered to the Trustee the Securities or portions of Securities of this series properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities of this series being repurchased and that all conditions precedent provided for in the Indenture to the Change of Control Offer and to the repurchase by the Company of the Securities of this series pursuant to the applicable Change of Control Offer have been complied with.

Interest on Securities and portions of Securities of this series properly tendered for repurchase pursuant to a Change of Control Offer and not withdrawn will cease to accrue on and after the applicable Change of Control Payment Date, unless the Company shall have failed to accept such Securities and such portions of Securities for payment or failed to deposit the Change of Control Payment in respect thereof in accordance with the immediately preceding paragraph. The Company will promptly pay, or cause the Trustee or a Paying Agent for the Securities of this series to promptly pay (by application of funds deposited by the Company as aforesaid), to each Holder of Securities of this series (or portions thereof) properly tendered and not withdrawn and accepted for payment by the Company pursuant to such Change of Control Offer, the Change of Control Payment for such Securities. In the case of any Security of this series repurchased in part, the Trustee will promptly authenticate and mail (or cause to be delivered by book-entry transfer) to the Holder a new Security of this series equal in principal amount to any unrepurchased portion of the Security of this series repurchased in part.

The Company shall not be required to make a Change of Control Offer or repurchase any Securities of this series pursuant to any Change of Control Offer if a third party agrees to make such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Securities of this series properly tendered and not withdrawn under its offer. In addition, the Company will not be

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required to, and the Company will not, repurchase Securities of this series pursuant to a Change of Control Offer if there has occurred and is continuing an Event of Default, other than an Event of Default resulting from our failure to pay the Change of Control Payment on the applicable Change of Control Payment Date.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Securities of this series as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Securities of this series or the Indenture, the Company will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Triggering Event provisions of the Securities of this series or the Indenture by virtue of any such conflict.

As used in this Section 5, the following terms have the meanings set forth below:

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s assets and the assets of its Subsidiaries, taken as a whole, to any Person, other than to the Company or one of its Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than the Company, its Subsidiaries, the Company’s or its Subsidiaries’ employee stock ownership plans or employee benefit plans or any Permitted Holder) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (3) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person or any direct or indirect parent company of the surviving Person, immediately after giving effect to such transaction; or (4) the adoption by the Board of Directors (as defined in the Indenture) of a plan relating to the Company’s liquidation or dissolution.

Notwithstanding the foregoing, a transaction (or series of related transactions) will not be deemed to be a Change of Control under clauses (2) and (3) above if (i) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same (in the Company’s good-faith judgment) as the holders of the Company Voting Stock immediately prior to that transaction or (B) the shares of the Company’s Voting Stock outstanding immediately prior to such transaction are converted into or exchanged for, a majority of the Voting Stock of such holding company immediately after giving effect to such transaction.

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“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P, and a rating equal to or higher than the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Company pursuant to clause (2) of the definition of “Rating Agencies.”

“Moody’s” means Moody’s Investors Service, Inc., and its successors.

“Permitted Holder” means (i) William J. Pulte, (ii) any of his respective affiliates, parents, spouses, descendants, and spouses of descendants, (iii) any trusts or other entities controlled by Mr. Pulte and (iv) in the event of the death or incapacity of Mr. Pulte or any of the Persons referred to in clause (ii) above, their respective estates, heirs, executors, administrators or other personal representatives.

“Rating Agencies” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Securities of this series or fails to make a rating of the Securities of this series publicly available for reasons beyond the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

“Rating Event” means the rating on Securities of this series is lowered by each of the Rating Agencies and the Securities of this series are rated below an Investment Grade Rating by each of the Rating Agencies, in each case on any day during the 60-day period (which 60-day period will be extended so long as the rating of the Securities of this series is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing on the earlier of (i) the first public notice of the occurrence of a Change of Control or (ii) the first public notice of the Company’s intention to effect a Change of Control; provided, however, that a Rating Event that would otherwise arise by virtue of a particular reduction in rating of the Securities of this series will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of “Change of Control Triggering Event”) if each Rating Agency making the reduction in its rating of the Securities of this series does not publicly announce or publicly confirm or inform the Trustee in writing at the Company’s request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event).

“S&P” means Standard & Poor’s Rating Services, a division of McGraw Hill Financial, Inc., and its successors.

For the avoidance of doubt, the foregoing provisions of this Section 5 shall be the only provisions in respect of the Securities of this series relating to the subject matter set forth in this Section 5 and the provisions of Article Thirteen and Article Seventeen of the Indenture shall not be applicable to the Securities of this series.

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6. ADDITIONAL COVENANTS APPLICABLE; INAPPLICABLE ARTICLES OF THE INDENTURE; DEFEASANCE AND COVENANT DEFEASANCE. The Securities of this series shall be subject to the covenants set forth in Sections 1006 and 1007 and Article Eight of the Indenture. As stated in Section 5 of this Security, Article Thirteen and Article Seventeen of the Indenture shall not apply to the Securities of this series. The Securities of this series shall be subject to defeasance and covenant defeasance at the option of the Company as provided in Article Fourteen of the Indenture, and, without limiting the foregoing, in addition to the covenants set forth in Sections 1006 and 1007 and Article Eight of the Indenture, the provisions set forth in Section 5 of this Security shall be subject to covenant defeasance pursuant to Section 1403 of the Indenture.

7. MODIFICATION AND WAIVER. 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 Outstanding 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.

8. EVENTS OF DEFAULT AND REMEDIES. If an Event of Default shall occur and be continuing, the principal amount of all of the Outstanding Securities under the Indenture may be declared due and payable in the manner and with the effect provided in the Indenture.

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 of Securities, 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 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.

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9. REGISTRATION OF TRANSFER. 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.

10. GOVERNING LAW AND MISCELLANEOUS. 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 July 2016 Indenture Supplement shall have the meanings assigned to them in the July 2016 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]

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

PULTEGROUP, INC.
By:
	Name: Bruce E. Robinson
	Title:   Vice President and Treasurer

Dated: [                    ]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By:
	Authorized Signatory

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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.

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.

A-13

Notice of Holder to Elect Repurchase

PulteGroup, Inc.

5.00% Senior Notes due 2027

To: PulteGroup, Inc.                

The Bank of New York Mellon Trust Company, N.A., as Trustee

The undersigned registered holder of this Security hereby acknowledges receipt of a Change of Control Purchase Notice from PulteGroup, Inc. (the “Company”) and hereby surrenders this Security (or the portion of the principal amount of this Security set forth below) for repurchase by the Company on the terms and subject to the conditions set forth in Section 5 of this Security and in the Change of Control Purchase Notice. Capitalized terms used herein but not defined shall have meanings set forth in this Security.

If you elect to have only a part of this Security repurchased by the Company, indicate the principal amount you elect to have repurchased in the following space; if you do not indicate a principal amount in the following space it means that you elect to have this entire Security repurchased by the Company:

Principal amount surrendered for repurchase	$
	(must be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof and any portion of this Security not surrendered for repurchase must be in a principal amount of $2,000 or a multiple of $1,000 in excess thereof)

If the Security you are surrendering for repurchase is in physical form, insert the certificate number of the Security in the following space:

Certificate No.                                                                                               

Date:                                                                  

Your Signature:
	(sign exactly as your name(s) appear(s) on the face of this Security)

By:
	Authorized Signatory

Tax Identification No:

Signature Guarantee:

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar for this Security, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-14

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: [                    ]

A-15

Centex Development Company, L.P.,
a Delaware limited partnership
By:	Centex Homes
Its:	General Partner
By: Centex Real Estate Corporation
Its: Managing Partner

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

Del Webb Texas Limited Partnership,
an Arizona limited partnership
By:	Del Webb Southwest Co.
Its:	General Partner

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

Potomac Yard Development LLC,
a Delaware limited liability company
By:	Potomac Yard Development Sole Member LLC
Its:	Sole Member

    By: Pulte Home Corporation

    Its: Sole Member

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

Centex Homes,
a Nevada general partnership
By:	Centex Real Estate Corporation
Its:	Managing Partner

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

DiVosta Homes, L.P.,
a Delaware limited partnership
By:	DiVosta Homes Holdings, LLC
Its:	General Partner

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

Pulte Communities NJ, Limited Partnership,
a Michigan limited partnership
By:	Preserve I, Inc.
Its:	General Partner

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

[Signatures to Guarantee continued on following page]

A-16

Pulte Homes of NJ, Limited Partnership, a Michigan limited partnership		Pulte Homes of Texas, L.P., a Texas limited partnership
By:	Pulte Home Corporation of The Delaware Valley	By:	Pulte Nevada I LLC
Its:	General Partner	Its:	General Partner
		By:
By:			Name: Bruce E. Robinson
	Name: Bruce E. Robinson Title:  Vice President and Treasurer		Title:  Vice President and Treasurer
Pulte Homes Tennessee Limited Partnership, a Nevada limited partnership		Pulte Realty Limited Partnership, a Michigan limited partnership
By:	Pulte Homes Tennessee, Inc.	By:	PH 55 LLC
Its:	General Partner	Its:	General Partner
			By: Pulte Realty Holdings, Inc.
			Its: Sole Member
By:
	Name: Bruce E. Robinson Title: Vice President and Treasurer
		By:
			Name: Bruce E. Robinson
			Title:  Vice President and Treasurer
Pulte/BP Murrieta Hills, LLC, a California limited liability company		The Guarantors listed on the attached Exhibit A
By:	Pulte Home Corporation
Its:	Manager Member
		By:
			Name: Bruce E. Robinson
			Title:  Vice President and Treasurer
By:
	Name: Bruce E. Robinson
	Title: Vice President and Treasurer

[Signatures to Guarantee continued on following page]

A-17

Pulte Homes of PA, Limited Partnership, a Michigan limited partnership		Pulte Homes of Indiana, LLC, an Indiana limited liability company
By:	PH 50 LLC
Its:	General Partner	By:
			Name: Steven M. Cook Title:  Manager
By:
	Name: Stephen P. Schlageter
	Title:  Manager

[Signatures to Guarantee]

A-18

Exhibit A to Guarantee

1.	Anthem Arizona, L.L.C.	an Arizona limited liability company
2.	Centex Construction of New Mexico, LLC	a Delaware limited liability company
3.	Centex Homes of California, LLC	a Delaware limited liability company
4.	Centex Homes, LLC	a Delaware limited liability company
5.	Centex International II, LLC	a Nevada limited liability company
6.	Centex LLC	a Nevada limited liability company
7.	Centex Real Estate Construction Company	a Nevada corporation
8.	Centex Real Estate Corporation	a Nevada corporation
9.	Del Webb California Corp.	an Arizona corporation
10.	Del Webb Communities of Illinois, Inc.	an Arizona corporation
11.	Del Webb Communities, Inc.	an Arizona corporation
12.	Del Webb Corporation	a Delaware corporation
13.	Del Webb Home Construction, Inc.	an Arizona corporation
14.	Del Webb Limited Holding Co.	an Arizona corporation
15.	Del Webb Southwest Co.	an Arizona corporation
16.	Del Webb’s Coventry Homes Construction Co.	an Arizona corporation
17.	Del Webb’s Coventry Homes of Nevada, Inc.	an Arizona corporation
18.	Del Webb’s Coventry Homes, Inc.	an Arizona corporation
19.	DiVosta Building, LLC	a Michigan limited liability company
20.	DiVosta Homes Holdings, LLC	a Delaware limited liability company
21.	DW Homebuilding Co.	an Arizona corporation
22.	Nomas LLC	a Nevada limited liability company
23.	PH 19 Corporation	a Michigan corporation
24.	PH1 Corporation	a Michigan corporation
25.	PH3 Corporation	a Michigan corporation
26.	PH4 Corporation	a Michigan corporation
27.	PN II, Inc.	a Nevada corporation
28.	Preserve II, Inc.	a Michigan corporation
29.	Pulte Arizona Services, Inc.	a Michigan corporation
30.	Pulte Building Systems Holding Company, LLC	a Nevada limited liability company
31.	Pulte Development Corporation	a Michigan corporation
32.	Pulte Development New Mexico, Inc.	a Michigan corporation
33.	Pulte Home Corporation	a Michigan corporation
34.	Pulte Home Corporation of the Delaware Valley	a Michigan corporation
35.	Pulte Homes of Greater Kansas City, Inc.	a Michigan corporation
36.	Pulte Homes of Michigan LLC	a Michigan limited liability company
37.	Pulte Homes of Minnesota LLC	a Minnesota limited liability company
38.	Pulte Homes of New England LLC	a Michigan limited liability company
39.	Pulte Homes of New Mexico, Inc.	a Michigan corporation
40.	Pulte Homes of New York LLC	a Delaware limited liability company
41.	Pulte Homes of Ohio LLC	a Michigan limited liability company
42.	Pulte Homes of St. Louis, LLC	a Nevada limited liability company

A-19

43.	Pulte Homes Tennessee, Inc.	a Michigan corporation
44.	Pulte Land Company, LLC	a Michigan limited liability company
45.	Pulte Nevada I LLC	a Delaware limited liability company
46.	Pulte Payroll Corporation	a Michigan corporation
47.	Pulte Realty Holdings, Inc.	a Michigan corporation
48.	Pulte Texas Holdings LLC	a Michigan limited liability company
49.	RN Acquisition 2 Corp.	a Nevada corporation
50.	Terravita Home Construction Co.	an Arizona corporation
51.	Wil Corporation	a Michigan corporation

A-20

SCHEDULE A

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

Date made Amount of increase in principal amount of this Global Security Amount of decrease in principal amount of this Global Security Principal amount of this Global Security
following such decrease or increase Signature of authorized signatory of Trustee

A-21

EX-5.1

Exhibit 5.1

July 29, 2016

PulteGroup, Inc.

3350 Peachtree Road NE, Suite 150

Atlanta, Georgia 30326

Re:    Registration Statement on Form S-3

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-3 (Registration No. 333-209598) (the “Registration Statement”) filed by PulteGroup, Inc., a Michigan corporation (the “Company”), and certain direct and indirect subsidiaries of the Company set forth in the Registration Statement (collectively, the “Subsidiary Guarantors”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement became effective upon filing pursuant to Rule 462(e) under the Securities Act. Pursuant to the Registration Statement, the Company is issuing (i) $400,000,000 aggregate principal amount of the Company’s 4.25% Senior Notes due 2021 (the “2021 Senior Notes”) and (ii) $600,000,000 aggregate principal amount of the Company’s 5.00% Senior Notes due 2027 (the “2027 Senior Notes” and, together with the 2021 Senior Notes, the “Senior Notes”). The 2021 Senior Notes and the 2027 Senior Notes are each sometimes referred to herein as a “series” of Senior Notes. The Subsidiary Guarantors are providing guarantees of each series of Senior Notes (the “Guarantees” and, together with the Senior Notes, the “Securities”). The Securities are being issued under that certain Indenture, dated as of October 24, 1995, among the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as amended and supplemented by the Indenture Supplements thereto dated as of August 27, 1997, March 20, 1998, January 31, 1999, April 3, 2000, February 21, 2001, July 31, 2001, August 6, 2001, June 12, 2002, February 3, 2003, May 22, 2003, January 16, 2004, July 9, 2004, February 10, 2005, May 17, 2006, September 15, 2009, February 8, 2016 and March 1, 2016 and as further amended and supplemented by an Indenture Supplement, dated as of July 29, 2016, between the Company and the Trustee (collectively, the “Indenture”). The Securities are to be sold by the Company and the Subsidiary Guarantors pursuant to that certain Underwriting Agreement, dated as of July 26, 2016 (the “Underwriting Agreement”), among the Company, the Subsidiary Guarantors and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein. We refer to the Subsidiary Guarantors listed on Annex A hereto, each of which is formed or organized under the laws of the State of Delaware, as the “Specified Subsidiary Guarantors.”

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

PulteGroup, Inc.

July 29, 2016

Page 2

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined and relied upon (i) the Registration Statement and the exhibits thereto, (ii) the Company’s prospectus dated February 19, 2016 (the “Base Prospectus”), (iii) the Company’s prospectus supplement dated July 26, 2016 supplementing the Base Prospectus and relating to the Securities, (iv) the Indenture, (v) the forms of certificates in global form evidencing each series of Senior Notes and the form of endorsement of Guarantee set forth therein (each, a “Notation of Guarantee”), (vi) the Underwriting Agreement, (vii) the certificate of incorporation and bylaws, certificate of formation and limited liability company agreement or certificate of limited partnership and limited partnership agreement, as the case may be, of each Specified Subsidiary Guarantor and (viii) the resolutions adopted by the board of directors, sole member, board of managers, board of management, general partner or managing partner of the general partner of the Specified Subsidiary Guarantors relating to the Registration Statement, the Indenture, the Underwriting Agreement and the Guarantees. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and each of the Specified Subsidiary Guarantors and other documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion 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. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company and the Specified Subsidiary Guarantors.

Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that, the Senior Notes will constitute valid and binding obligations of the Company and the Guarantees of such Senior Notes set forth in the Indenture by each Subsidiary Guarantor will constitute valid and binding obligations of each such Subsidiary Guarantor, in each case when the Senior Notes are duly executed and delivered by duly authorized officers of the Company (and the Notation of Guarantee shall have been duly executed and delivered by a duly authorized officer of each Subsidiary Guarantor), duly authenticated by the Trustee and issued, all in accordance with the Indenture, and shall have been duly delivered to the purchasers thereof against payment of the agreed consideration therefor in accordance with the Underwriting Agreement.

PulteGroup, Inc.

July 29, 2016

Page 3

With respect to each instrument or agreement referred to in or otherwise relevant to the opinions set forth herein (each, an “Instrument”), we have assumed, to the extent relevant to the opinions set forth herein, that (i) each party to such Instrument (if not a natural person) was duly organized or formed, as the case may be, and was at all relevant times and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, as the case may be, and had at all relevant times and has full right, power and authority to execute, deliver and perform its obligations under such Instrument, (ii) such Instrument has been duly authorized, executed and delivered by each party thereto and (iii) such Instrument was at all relevant times and is a valid, binding and enforceable agreement or obligation, as the case may be, of each party thereto; provided that (x) we make no assumption insofar as any of the foregoing matters relates to a Specified Subsidiary Guarantor and is expressly covered by our opinion set forth herein and (y) we make no assumption in clause (iii) with respect to the Company or any Subsidiary Guarantor that is not a Specified Subsidiary Guarantor and is expressly covered by our opinion set forth herein. We have also assumed that no event has occurred or will occur that would cause the release of the Guarantee by any Subsidiary Guarantor under the terms of the Indenture.

Our opinion is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.

This opinion letter is limited to the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware, the Revised Uniform Limited Partnership Act of the State of Delaware and the laws of the State of New York (excluding the securities laws of the State of New York). We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

We hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K to be filed with the SEC on the date hereof, which Form 8-K will be incorporated by reference into 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.

                                     Very truly yours,

                                     /s/ Sidley Austin LLP

ANNEX A

SPECIFIED SUBSIDIARY GUARANTORS

Centex Construction of New Mexico, LLC

Centex Development Company, L.P.

Centex Homes of California, LLC

Centex Homes, LLC

Del Webb Corporation

DiVosta Homes Holdings, LLC

DiVosta Homes, L.P.

Potomac Yard Development LLC

Pulte Homes of New York LLC

Pulte Nevada I L.L.C.

EX-5.2

Exhibit 5.2

July 29, 2016

PulteGroup, Inc.

3350 Peachtree Road NE, Suite 150

Atlanta, Georgia 30326

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

I am the Executive Vice President, Chief Legal Officer and Corporate Secretary of PulteGroup, Inc., a Michigan corporation (the “Company”). I refer to the Registration Statement on Form S-3 (Registration No. 333-209598) (the “Registration Statement”) filed by the Company and certain direct and indirect subsidiaries of the Company set forth in the Registration Statement (collectively, the “Subsidiary Guarantors”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement became effective upon filing pursuant to Rule 462(e) under the Securities Act. Pursuant to the Registration Statement, the Company is issuing (i) $400,000,000 aggregate principal amount of the Company’s 4.25% Senior Notes due 2021 (the “2021 Senior Notes”) and (ii) $600,000,000 aggregate principal amount of the Company’s 5.00% Senior Notes due 2027 (the “2027 Senior Notes” and, together with the 2021 Senior Notes, the “Senior Notes”). The 2021 Senior Notes and the 2027 Senior Notes are each sometimes referred to herein as a “series” of Senior Notes. The Subsidiary Guarantors are providing guarantees of each series of Senior Notes (the “Guarantees” and, together with the Senior Notes, the “Securities”). The Securities are being issued under that certain Indenture, dated as of October 24, 1995, among the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as amended and supplemented by the indenture supplements thereto dated as of August 27, 1997, March 20, 1998, January 31, 1999, April 3, 2000, February 21, 2001, July 31, 2001, August 6, 2001, June 12, 2002, February 3, 2003, May 22, 2003, January 16, 2004, July 9, 2004, February 10, 2005, May 17, 2006, September 15, 2009, February 8, 2016 and March 1, 2016 and as further amended and supplemented by an Indenture Supplement, dated as of July 29, 2016, between the Company and the Trustee (collectively, the “Indenture”). I refer to the Subsidiary Guarantors listed on Annex A hereto as the “Specified Subsidiary Guarantors.”

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

I have examined and relied upon (i) the Registration Statement and the exhibits thereto, (ii) the Company’s prospectus dated February 19, 2016 (the “Base Prospectus”), (iii) the Company’s prospectus supplement dated July 26, 2016 supplementing the Base Prospectus and relating to the Securities, (iv) the Indenture, (v) the forms of certificates in global form evidencing each series of Senior Notes and the form of endorsement of Guarantee set forth therein (each, a “Notation of Guarantee”), (vi) the Underwriting Agreement dated July 26, 2016 (the “Underwriting Agreement”) among the Company, the Subsidiary Guarantors and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein, (vii) the Restated Articles of Incorporation of the Company, as amended to the date hereof, and the by-laws of the Company, as amended to the date hereof, (viii) the certificate of incorporation and by-laws, certificate of formation and limited liability company agreement or partnership agreement, as the case may be, of each Specified Subsidiary Guarantor, (viii) the resolutions adopted by the board of directors of the Company relating to the Registration Statement, the Indenture, the Underwriting Agreement and the Senior Notes and (ix) the resolutions adopted by the board of directors, member or members, manager or managers of the Specified Subsidiary Guarantors or of the general partner or managing or general partner of the general partner of the Specified Subsidiary Guarantors, as the case may be, in each case relating to the Registration Statement, the Indenture, the Underwriting Agreement and the Guarantees. I have also examined originals, or copies of originals certified to my satisfaction, of such agreements, documents, certificates and statements of the Company and each of the Specified Subsidiary Guarantors, and have examined such questions of law, as I have considered relevant and necessary as a basis for this opinion letter. I have assumed the authenticity of all documents submitted to me 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 me for examination. As to facts relevant to the opinions expressed herein, I have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company and the Specified Subsidiary Guarantors.

Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, I am of the opinion that, the Company and each Specified Subsidiary Guarantor (i) is a corporation duly incorporated or a limited liability company or partnership duly formed and in each case validly existing under the laws of the state of its incorporation or formation; (ii) has the corporate, limited liability company or partnership power and authority to execute, deliver and perform its obligations under the Registration Statement, the Indenture, the Underwriting Agreement, the Senior Notes and the Guarantees, as applicable, and (iii) has duly authorized, executed and delivered the Registration Statement, the Indenture, the Underwriting Agreement, the Senior Notes and the Notation of Guarantee, as applicable, and duly authorized its performance of its obligations under the Indenture, the Underwriting Agreement, the Senior Notes and the Guarantees, as applicable.

2

This opinion letter is limited to the MBCA, the Arizona Revised Statutes (Corporations and Associations), Title 29 of the Arizona Revised Statutes (Partnerships), Title 2.6 of the California Corporations Code, the Indiana Business Flexibility Act, the Minnesota Limited Liability Company Act, Chapter 78 of the Nevada Revised Statutes (Private Corporations), Chapter 86 of the Nevada Revised Statutes (Limited Liability Companies), Chapter 87 of the Nevada Revised Statutes (Partnerships), Chapter 87A of the Nevada Revised Statutes (Uniform Limited Partnership Act (2001)), Chapter 88 of the Nevada Revised Statutes (Limited Partnerships (Uniform Act)) and the Texas Business Organizations Code. I express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

I hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K to be filed with the SEC on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement, and to all references to me included in or made a part of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Steven M. Cook

Steven M. Cook

Executive Vice President, Chief Legal Officer and Corporate Secretary

3

ANNEX A

SPECIFIED SUBSIDIARY GUARANTORS

Anthem Arizona, L.L.C.

Centex Homes

Centex International II, LLC

Centex LLC

Centex Real Estate Construction Company

Centex Real Estate Corporation

Del Webb California Corp.

Del Webb Communities, Inc.

Del Webb Communities of Illinois, Inc.

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.

DiVosta Building, LLC

DW Homebuilding Co.

Nomas LLC

PH1 Corporation

PH3 Corporation

PH4 Corporation

PH 19 Corporation

PN II, Inc.

Preserve II, Inc.

Pulte Arizona Services, Inc.

Pulte Building Systems Holding Company, L.L.C.

Pulte Communities NJ, Limited Partnership

Pulte Development Corporation

Pulte Development New Mexico, Inc.

Pulte Home Corporation

Pulte Home Corporation of the Delaware Valley

Pulte Homes of Greater Kansas City, Inc.

Pulte Homes of Indiana, LLC

Pulte Homes of Michigan LLC

Pulte Homes of Minnesota LLC

Pulte Homes of New England LLC

Pulte Homes of New Mexico, Inc.

Pulte Homes of NJ, Limited Partnership

Pulte Homes of Ohio LLC

Pulte Homes of PA, Limited Partnership

Pulte Homes of St. Louis, LLC

Pulte Homes of Texas, L.P.

Pulte Homes Tennessee, Inc.

Pulte Homes Tennessee Limited Partnership

Pulte Land Company, LLC

Pulte Payroll Corporation

Pulte Realty Holdings, Inc.

Pulte Realty Limited Partnership

Pulte Texas Holdings LLC

Pulte/BP Murrieta Hills, LLC

RN Acquisition 2 Corp.

Terravita Home Construction Co.

Wil Corporation