EXHIBIT 4(b)
REGISTERED
PULTE HOMES, INC.
7.375% SENIOR NOTES DUE 2046
$150,000,000 CUSIP No. 745867200
No. G-1
PULTE HOMES, INC., a corporation. duly organized and existing under the
laws of Michigan (herein called the "Company", which term includes any successor
Person under the Indenture referred to below), for value received, hereby
promises to pay to Cede & Co., c/o Depository Trust Company, 55 Water Street,
New York, New York 10041, or registered assigns, the principal sum indicated on
Schedule A hereto on June 1, 2046 and to pay interest thereon from May 17, 2006,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, quarterly in arrears on June 1, September 1, December 1 and
March 1 in each year, commencing on September 1, 2006, at the rate of 7.375% per
annum, until the principal hereof is paid or made available for payment and (to
the extent that the payment of such interest shall be legally enforceable) at
the same rate per annum on any overdue principal and on any overdue installment
of interest. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be May 15, August 15, November 15 or February 15 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture. Payment of the principal of (and
premium, if any) and interest on this Security will be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company, payment of interest
may be made by United States dollar check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
wire transfer to an account maintained by the payee with a bank located in the
United States.
The payment of, and any premium and interest on, the Notes shall not be
determined with reference to any index or formula.
Payments of interest hereon with respect to any Interest Payment Date will
include interest accrued to but excluding such Interest Payment Date. Interest
on this Security shall be computed on the basis of a 360-day year of twelve
30-day months.
This Security is a Global Security within the meaning of the Indenture and
is registered in the name of the Depositary for this series of Securities or a
nominee of the Depositary. Subject to the terms of the Indenture, beneficial
interests in this Security shall be held through the book-entry facilities of
the Depositary, and such beneficial interests shall be held in denominations
equal to integral multiples of $25, but in any case not less then $25. As long
as this Security is registered in the name of a Depositary or its nominee, the
Company will make, or will cause the Trustee to make, payments of principal of
and premium, if any, and interest on this Security by wire transfer of
immediately available funds to such Depositary or its nominee. Notwithstanding
the above, the final payment on this Security will be made only upon
presentation and surrender of this Security at an office or agency maintained by
the Company for that purpose in any Place of Payment for the Securities of this
series.
This Security is one of a duly authorized issue of securities of the
Company (hereinafter called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of October 24, 1995 (as amended by the
Indenture Supplement dated as of August 27, 1997, the Indenture Supplement dated
as of March 20, 1998, the Indenture Supplement dated as of January 31, 1999, two
Indenture Supplements each dated as of April 3, 2000, the Indenture Supplement
dated as of February 21, 2001, the Indenture Supplement dated as of July 31,
2001, the Indenture Supplement dated as of August 6, 2001, the Indenture
Supplement dated as of June 12, 2002, the Indenture Supplement dated as of
February 3, 2003, the Indenture Supplement dated as of May 22, 2003, the
Indenture Supplement dated as of January 16, 2004, the Indenture Supplement
dated as of July 9, 2004, the Indenture Supplement dated as of February 10, 2005
and the Indenture Supplement dated as of the date hereof (the "May 2006
Indenture Supplement"), (as so amended, the "Indenture"), each between the
Company (formerly known as Pulte Corporation) and J. P. Morgan Trust Company,
National Association, as Trustee (as successor Trustee to Bank One Trust
Company, N.A., which was successor Trustee to The First National Bank of
Chicago) (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, initially limited in aggregate principal amount
to $150,000,000 (or $172,500,000 if the Underwriters' option to purchase
additional Notes set forth in the Underwriting Agreement is exercised in full);
provided that the aggregate principal amount of the Securities of this series
which may be outstanding may be increased by the Company upon the terms and
subject to the conditions set forth in the May 2006 Indenture Supplement. The
Securities of this series are issuable only in registered form, without coupons,
in the denominations specified in the May 2006 Indenture Supplement. As provided
in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
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This Security will be redeemable, in whole or in part, from time to time
at the option of the Company, at any time on or after June 1, 2011 ("Redemption
Date") at a redemption price equal to 100% of the principal amount of this
Security to be redeemed plus accrued and unpaid interest on the principal amount
being redeemed to such Redemption Date; provided, however, that installments of
interest on this Security that are due and payable on an Interest Payment Date
falling on or prior to the relevant Redemption Date shall be payable to the
Holders of this Security, registered as such at the close of business on the
relevant Regular Record Date or Special Record Date, as the case may be,
according to their terms and the provisions of the Indenture.
If money sufficient to pay the redemption price of and accrued interest on
this Security to be redeemed is deposited with the Trustee on or before the
Redemption Date, on and after the Redemption Date interest will cease to accrue
on this Security (or such portions thereof) called for redemption and this
Security will cease to be outstanding.
Notice of any redemption by the Company will be mailed at least 60 days
before any Redemption Date to the Trustee. If less than all the Securities of
this series is to be redeemed at the option of the Company, the Securities to be
redeemed shall be selected by lot by the Depositary in the case of Securities
represented by a Global Note, or by such method as the Trustee deems fair and
appropriate, in the case of Securities that are not represented by a Global
Note, as provided in the Indenture.
This Security is not entitled to the benefit of a sinking fund or
mandatory redemption provisions.
If an Event of Default with respect to the Securities shall occur and be
continuing, the principal amount of all the Securities may be declared due and
payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities at any time by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Outstanding Securities. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Outstanding Securities, on behalf of the Holders of all Securities, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
As set forth in, and subject to the provisions of, the Indenture, no
Holder of any Security will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities shall have made written request,
and offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall
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not have received from the Holders of a majority in principal amount of the
Outstanding Securities a direction inconsistent with such request and shall have
failed to institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of or interest on this Security on or
after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Security which are defined in the May 2006
Indenture Supplement shall have the meanings assigned to them in the May 2006
Indenture Supplement and all other terms used in this Security and defined
elsewhere in the Indenture shall have the meanings assigned to them therein.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to below, directly or through an Authenticating Agent, by
manual signature of an authorized signatory, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
PULTE HOMES, INC.
By:
_______________________________________
Name: Bruce E. Robinson
Title: Vice President and Treasurer
Attest:
By:
_______________________________________
Name: Steven M. Cook
Title: Vice President, General Counsel
and Secretary
Dated: May 17, 2006
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.
J.P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION
as Trustee
By: _________________________________
Authorized Signature
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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.
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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 and interest on this Security, when and
as the same shall become due and payable, whether at Stated Maturity, by
declaration of acceleration or otherwise, the due and punctual payment of
interest on the overdue principal of and interest, if any, on this Security, to
the extent lawful, and the due and punctual performance of all other obligations
of the Company to the Holder of this Security or the Trustee all in accordance
with the terms of this Security and the Indenture and (ii) in the case of any
extension of time of payment or renewal of this Security or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, at Stated Maturity, by
declaration of acceleration or otherwise (the obligations in clauses (i) and
(ii) hereof being the "Guaranteed Obligations"). This Guarantee will not be
valid or obligatory for any purpose until the Trustee duly executes the
certificate of authentication on the Security upon which this Guarantee is
endorsed.
Dated: May 17, 2006
The Guarantors listed on the attached
Exhibit A
By:
_________________________________________
Name: Bruce E. Robinson
Title: Vice President and Treasurer
Attest:
By:
____________________________________
Name: Steven M. Cook
Title: Vice President, General Counsel
and Secretary
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EXHIBIT A TO GUARANTEE
AMERICAN TITLE OF THE PALM BEACHES CORPORATION
ANTHEM ARIZONA L.L.C.
ASSET FIVE CORP.
ASSET SEVEN CORP.
CARR'S GRANT, L.L.C.
DEL E. WEBB FOOTHILLS CORPORATION
DEL WEBB CALIFORNIA CORP.
DEL WEBB COMMUNITIES, INC.
DEL WEBB COMMUNITIES OF ILLINOIS, INC. (formerly known as Bellasera Corp.)
DEL WEBB CORPORATION
DEL WEBB GOLF CORP.
DEL WEBB HOME CONSTRUCTION, INC.
DEL WEBB LIMITED HOLDING CO.
DEL WEBB SOUTHWEST CO.
DEL WEBB TEXAS LIMITED PARTNERSHIP
DEL WEBB'S COVENTRY HOMES CONSTRUCTION CO.
DEL WEBB'S COVENTRY HOMES, INC.
DEL WEBB'S COVENTRY HOMES OF NEVADA, INC.
DEL WEBB'S SPRUCE CREEK COMMUNITIES, INC.
DEL WEBB'S SUNFLOWER OF TUCSON, INC.
DEVTEX LAND, L.P.
DIVOSTA BUILDING CORPORATION
DIVOSTA HOMES, L.P.
DIVOSTA HOME SALES, INC. (formerly known as DiVosta Homes, Inc.)
FLORIDA BUILDING PRODUCTS, LLC
HARRISON HILLS, LLC
ISLAND WALK DEVELOPMENT COMPANY
PB VENTURE L.L.C.
PBW CORPORATION
PC/BRE DEVELOPMENT L.L.C.
PC/BRE SPRINGFIELD L.L.C.
PC/BRE VENTURE L.L.C.
PC/BRE WHITNEY OAKS L.L.C.
PC/BRE WINFIELD L.L.C.
PH1 CORPORATION
PH2 CORPORATION
PH3 CORPORATION
PH4 CORPORATION
PHT BUILDING MATERIALS LIMITED PARTNERSHIP
PN I, INC.
PN II, INC.
PULTE BUILDING SYSTEMS HOLDING COMPANY LLC
PULTE COMMUNITIES NJ, LIMITED PARTNERSHIP
PULTE DEVELOPMENT CORPORATION
PULTE HOME CORPORATION
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PULTE HOME CORPORATION OF THE DELAWARE VALLEY
PULTE HOMES OF GREATER KANSAS CITY, INC.
PULTE HOMES OF MICHIGAN LLC
PULTE HOMES OF MICHIGAN I LIMITED PARTNERSHIP
PULTE HOMES OF MINNESOTA CORPORATION
PULTE HOMES OF NEW ENGLAND LLC
PULTE HOMES OF NEW MEXICO, INC.
PULTE HOMES OF NEW YORK, INC.
PULTE HOMES OF NJ, LIMITED PARTNERSHIP
PULTE HOMES OF OHIO LLC
PULTE HOMES OF PA, LIMITED PARTNERSHIP
PULTE HOMES OF TEXAS, L.P.
PULTE HOMES TENNESSEE LIMITED PARTNERSHIP
PULTE LAND COMPANY, LLC
PULTE LAND DEVELOPMENT CORPORATION
PULTE LIFESTYLE COMMUNITIES, INC.
PULTE MICHIGAN HOLDINGS CORPORATION
PULTE MICHIGAN SERVICES, LLC
PULTE PAYROLL CORPORATION
PULTE REALTY CORPORATION
RADNOR HOMES, INC.
RIVERWALK OF THE PALM BEACHES DEVELOPMENT COMPANY, INC.
RN ACQUISITION 2 CORP.
TERRAVITA CORP.
TERRAVITA HOME CONSTRUCTION CO.
WIL CORPORATION
WILBEN, LLLP
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SCHEDULE A
The initial principal amount of this Global Security is $150,000,000. The
following increases or decreases in the principal amount of this Global Security
have been made:
AMOUNT OF INCREASE AMOUNT OF DECREASE PRINCIPAL AMOUNT OF
IN PRINCIPAL IN PRINCIPAL THIS GLOBAL SECURITY SIGNATURE OF
AMOUNT OF THIS AMOUNT OF THIS FOLLOWING SUCH AUTHORIZED
DATE MADE GLOBAL SECURITY GLOBAL SECURITY DECREASE OR INCREASE SIGNATORY OF TRUSTEE
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