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Exhibit 4.3
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment hereon is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of the Depositary. This Security is exchangeable for Securities
registered in the name of a Person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture, and no transfer of this
Security (other than a transfer of this Security as a whole by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary) may be registered except in such limited
circumstances.
REGISTERED REGISTERED
PULTE CORPORATION
8.125% SENIOR NOTES DUE 2011
$200,000,000
CUSIP No. 745867 AH 4
No. 001
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PULTE CORPORATION, a corporation duly organized and existing under the
laws of Michigan (herein called the "Company", which term includes any successor
Person under the Indenture referred to below), for value received, hereby
promises to pay to Cede & Co., c/o Depository Trust Company, 55 Water Street,
New York, New York 10041, or registered assigns, the principal sum of Two
Hundred Million ($200,000,000) on March 1, 2011 and to pay interest thereon from
February 26, 2001, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in arrears on March 1
and September 1 of each year, commencing on September 1, 2001, at the rate of
8.125% 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 premium, if
any, and on any overdue installment of interest; provided that the interest rate
on this Security shall be subject to increase under the circumstances provided
below. The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be August 15 or February 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Except as
otherwise provided in the Indenture, any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such
Regular Record
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Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture. Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company, payment of interest may be made by
United States dollar check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or by wire transfer to an
account maintained by the payee with a bank located in the United States.
Payments of interest hereon with respect to any Interest Payment Date
will include interest accrued to but excluding such Interest Payment Date.
Interest on this Security shall be computed on the basis of a 360-day year of
twelve 30-day months.
This Security is a Global Security within the meaning of the Indenture
and is registered in the name of the Depositary for this series of Securities or
a nominee of the Depositary. Subject to the terms of the Indenture, beneficial
interests in this Security shall be held through the book-entry facilities of
the Depositary, and such beneficial interests shall be held in minimum
denominations of $1,000 and integral multiples thereof. As long as this Security
is registered in the name of a Depositary or its nominee, the Company will make,
or will cause the Trustee to make, payments of principal of and premium, if any,
and interest on this Security by wire transfer of immediately available funds to
such Depositary or its nominee. Notwithstanding the above, the final payment on
this Security will be made only upon presentation and surrender of this Security
at an office or agency maintained by the Company for that purpose in any Place
of Payment for the Securities of this series.
This Security is one of a duly authorized issue of securities of the
Company (hereinafter called the "Securities"), issued or to be issued in one or
more series under an Indenture, dated as of October 24, 1995 (as amended by the
Indenture Supplement dated as of August 27, 1997, the Indenture Supplement dated
as of March 20, 1998, the Indenture Supplement dated as of January 31, 1999, the
Indenture Supplement dated as of April 3, 2000 and the Indenture Supplement (the
"Fifth Indenture Supplement"), dated as of February 21, 2001 (as so amended, the
"Indenture")), each between the Company and Bank One Trust Company, N.A.
(successor-in-interest to The First National Bank of Chicago), as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the
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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
$200,000,000; provided that the aggregate principal amount of the Securities of
this series which may be outstanding may be increased by the Company upon the
terms and subject to the conditions set forth in the Fifth Indenture Supplement.
The Securities of this series are issuable only in registered form, without
coupons, in the denominations specified in the Fifth 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.
If an Event of Default with respect to the Securities shall occur and
be continuing, the principal amount of all the Securities may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities at any time by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Outstanding Securities. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Outstanding Securities, on behalf of the Holders of all Securities, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
As set forth in, and subject to the provisions of, the Indenture, no
Holder of any Security will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities shall have made written request,
and offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall 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
premium, if any) 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
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unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable on the Security Register
of the Company, 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
premium, if any) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company, the Security Registrar and the Trustee duly executed by, the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.
In the event of any Change in Control Triggering Event in respect of
the Company occurring on or prior to maturity of the Securities, each Holder of
Securities will have the right, at the Holder's option, subject to the terms of
the Indenture, to require the Company to purchase all or any part (provided that
the principal amount is $1,000 or an integral multiple thereof) of such Holder's
Securities on the date that is 30 business days after such Change in Control
Triggering Event (the "Change in Control Purchase Date") at a cash price equal
to the principal amount thereof plus accrued interest to the Change in Control
Purchase Date.
All terms used in this Security which are defined in the Fifth
Indenture Supplement shall have the meanings assigned to them in the Fifth
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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
PULTE CORPORATION
[SEAL] By: /s/ Bruce E. Robinson
--------------------------------
Name: Bruce E. Robinson
Title: Vice President
Attest:
By: /s/ John R. Stoller
--------------------------------
Name: John R. Stoller
Title: Secretary
Dated: February 26, 2001
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.
BANK ONE TRUST COMPANY, N.A.,
as Trustee
By: /s/ Jeff Eubank
--------------------------------
Authorized Signature
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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)
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.
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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, premium, if any, and interest on this
Security, when and as the same shall become due and payable, whether at Stated
Maturity, purchase upon Change in Control Triggering Event, by declaration of
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal of, premium, if any, 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, purchase upon Change in Control Triggering Event, 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: February 26, 2001
Abacoa Homes, Inc.,
a Florida corporation:
American Title of the Palm Beaches Corp.,
a Michigan corporation:
American Title of the Palm Beaches, Ltd.,
a Florida corporation:
Carr's Grant, L.L.C.,
a Maryland limited liability company:
Devtex Land, L.P.,
a Texas limited partnership:
DiVosta and Company, Inc.,
a Florida corporation:
DiVosta Building Corporation,
a Florida corporation:
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DiVosta Homes, Inc.,
a Florida corporation:
Florida Building Products, Inc.,
a Florida corporation:
Florida Club Homes, Inc.,
a Florida corporation:
Hammock Reserve Development Company,
a Florida corporation:
Harrison Hills, LLC, a
Maryland limited liability
company:
Homesite Solutions Corporation,
a Michigan corporation:
Island Walk Development Company,
a Florida corporation:
One Willowbrook L.L.C.,
a Maryland limited liability company:
PB Venture L.L.C.,
a Michigan limited liability company:
PBW Corporation, a Michigan
corporation:
PC/BRE Development L.L.C.,
a Delaware limited liability company:
PC/BRE Springfield L.L.C.,
a Delaware limited liability company:
PC/BRE Venture L.L.C.,
a Delaware limited liability company:
PC/BRE Whitney Oaks L.L.C.,
a Delaware limited liability company:
PC/BRE Winfield L.L.C.,
a Delaware limited liability company:
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PC/Palm Beach, Inc.,
a Michigan corporation:
PN I, Inc.,
a Nevada corporation:
PN II, Inc.,
a Nevada corporation:
Pulte Communities NJ, Limited Partnership,
a Michigan limited partnership:
Pulte Development Corporation,
a Michigan corporation:
Pulte Home Corporation,
a Michigan corporation:
Pulte Home Corporation of New England,
a Michigan corporation:
Pulte Home Corporation of the Delaware Valley,
a Michigan corporation:
Pulte Homes of Greater Kansas City, Inc.,
a Michigan corporation:
Pulte Homes of Michigan Corporation,
a Michigan corporation:
Pulte Homes of Michigan I L.P.,
a Michigan limited partnership:
Pulte Homes of Minnesota Corporation,
a Minnesota corporation:
Pulte Homes of NJ, Limited
Partnership, a Michigan
limited partnership:
Pulte Homes of New York, Inc.
a Michigan corporation:
Pulte Homes of Ohio Corporation,
an Ohio corporation:
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Pulte Homes of PA, Limited Partnership,
a Michigan limited partnership:
Pulte Homes of South Carolina, Inc.,
a Michigan corporation:
Pulte Homes of Texas, L.P.,
a Texas limited partnership:
Pulte Homes Tennessee Limited Partnership,
a Nevada limited partnership:
Pulte Land Company, LLC,
a Michigan limited liability company:
Pulte Land Development Corporation,
a Michigan corporation:
Pulte Lifestyle Communities, Inc.,
a Michigan corporation:
Pulte Michigan Holdings Corporation,
a Michigan corporation:
Pulte Michigan Services, LLC,
a Michigan limited liability company:
Pulte Payroll Corporation,
a Michigan corporation:
Pulte-IN Corp.,
a Michigan corporation:
Radnor Homes, Inc.,
a Michigan corporation:
Riverwalk Commerce Acquisition Corp.,
a Michigan corporation:
RiverWalk of the Palm Beaches
Development Company, Inc.,
a Florida corporation:
RN Acquisition 2 Corp.,
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a Nevada corporation:
Sean/Christopher Homes, Inc.,
a Michigan corporation:
Village Walk Development Company, Inc.,
a Florida corporation:
Wilben, LLLP,
a Maryland limited liability partnership:
Wil Corporation,
a Michigan corporation:
By: /s/ Bruce E. Robinson
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Authorized Signatory for each of the
Guarantors
Attest: /s/ John R. Stoller
By: /s/ John R. Stoller
--------------------------------------
Authorized Signatory for each of the
Guarantors
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
Dated: February 26, 2001 BANK ONE TRUST COMPANY, N.A.,
as Trustee
By: /s/ Jeff Eubank
--------------------------------------
Authorized Officer
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