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EXHIBIT 4.7
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PULTE CORPORATION
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INDENTURE SUPPLEMENT
DATED AS OF JULY 31, 2001
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BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
(successor-in-interest to the First National Bank of Chicago)
TRUSTEE
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SENIOR DEBT SECURITIES
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INDENTURE SUPPLEMENT dated as of July 31, 2001, among PULTE HOMES, INC.
(formerly known as PULTE CORPORATION), a Michigan corporation (the "Company"),
located at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION (successor-in-interest to
the First National Bank of Chicago) (the "Trustee"), PULTE HOME CORPORATION
("Pulte Home"), the wholly-owned subsidiaries of Pulte Home set forth on the
attached Exhibit A (Pulte Home and such subsidiaries, all together the "Existing
Guarantors"), ▇▇▇ ▇▇▇▇ Corporation ("▇▇▇ ▇▇▇▇") and the wholly-owned
subsidiaries of ▇▇▇ ▇▇▇▇ set forth on the attached Exhibit B (▇▇▇ ▇▇▇▇ and such
subsidiaries, all together the "New Guarantors") (the Existing Guarantors and
the New Guarantors are referred to in the Indenture, as amended by this
Indenture Supplement and as may be further amended, collectively as the
"Guarantors" and individually as a "Guarantor")
The Company, the Trustee and the Existing Guarantors have entered into
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 and the
Indenture Supplement dated as of April 3, 2000 (the "Indenture"), pursuant to
which the Trustee acts as trustee for the holders of the Company's 7.3% Senior
Notes due October 24, 2005, the Company's 7.625% Senior Notes due October 15,
2017, the Company's 9.5% Senior Notes due April 1, 2003 and the Company's 8.125%
Senior Notes, due March 1, 2011. Capitalized terms used in this Indenture
Supplement and not otherwise defined herein shall have the meanings set forth in
the Indenture.
The parties desire to add the following companies as guarantors of the
Guaranteed Obligations under the Indenture:
Anthem Arizona L.L.C.
Asset Five Corp.
Asset Seven Corp.
Bellasera Corp.
▇▇▇ ▇▇▇▇ California Corp.
▇▇▇ ▇▇▇▇ Communities, Inc.
▇▇▇ ▇▇▇▇ Corporation
▇▇▇ ▇▇▇▇ Golf Corp.
▇▇▇ ▇▇▇▇ Home Construction, Inc.
▇▇▇ ▇▇▇▇ Limited Holding Co.
▇▇▇ ▇▇▇▇ Southwest Co.
▇▇▇ ▇▇▇▇ Texas Limited Partnership
▇▇▇ ▇▇▇▇'▇ Coventry Homes Construction Co.
▇▇▇ ▇▇▇▇'▇ Coventry Homes, Inc.
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▇▇▇ ▇▇▇▇'▇ Coventry Homes of Nevada, Inc.
▇▇▇ ▇▇▇▇'▇ Spruce Creek Communities, Inc.
▇▇▇ ▇▇▇▇'▇ Sunflower of Tucson, Inc.
Del ▇. ▇▇▇▇ Development Co., L.P.
Del ▇. ▇▇▇▇ Foothills Corporation
Mountain View Two, LLC
New Mexico Asset Corporation
New Mexico Asset Limited Partnership
PH 1 Acquisition Corporation
PH 2 Acquisition Corporation
Spruce Creek South Utilities, Inc.
Terravita Corp.
Terravita Home Construction Co.
Section 901 of the Indenture permits the Company and the Trustee to
execute supplements to the Indenture for the purpose of adding guarantors of the
Guaranteed Obligations without the consent of any Holders.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the mutual covenants and
agreements contained herein, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Securities or of any series
thereof, as follows:
1. The following companies are hereby added as guarantors of the
Guaranteed Obligations under the Indenture:
Anthem Arizona L.L.C.
Asset Five Corp.
Asset Seven Corp.
Bellasera Corp.
▇▇▇ ▇▇▇▇ California Corp.
▇▇▇ ▇▇▇▇ Communities, Inc.
▇▇▇ ▇▇▇▇ Corporation
▇▇▇ ▇▇▇▇ Golf Corp.
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▇▇▇ ▇▇▇▇ Home Construction, Inc.
▇▇▇ ▇▇▇▇ Limited Holding Co.
▇▇▇ ▇▇▇▇ Southwest Co.
▇▇▇ ▇▇▇▇ Texas Limited Partnership
▇▇▇ ▇▇▇▇'▇ Coventry Homes Construction Co.
▇▇▇ ▇▇▇▇'▇ Coventry Homes, Inc.
▇▇▇ ▇▇▇▇'▇ Coventry Homes of Nevada, Inc.
▇▇▇ ▇▇▇▇'▇ Spruce Creek Communities, Inc.
▇▇▇ ▇▇▇▇'▇ Sunflower of Tucson, Inc.
Del ▇. ▇▇▇▇ Development Co., L.P.
Del ▇. ▇▇▇▇ Foothills Corporation
Mountain View Two, LLC
New Mexico Asset Corporation
New Mexico Asset Limited Partnership
PH 1 Acquisition Corporation
PH 2 Acquisition Corporation
Spruce Creek South Utilities, Inc.
Terravita Corp.
Terravita Home Construction Co.
2. The Indenture, as supplemented by and together with this Indenture
Supplement, shall be read, taken and construed as one and the same instrument.
3. 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.
4. 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.
[signatures appear on pages following]
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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.
BANK ONE TRUST COMPANY,
NATIONAL ASSOCIATION
as Trustee
By:
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Name:
Title:
PULTE CORPORATION
Attest: By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
PULTE HOME CORPORATION and the
Existing Guarantors listed on the attached
Exhibit A
Attest: By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇ CORPORATION and the
New Guarantors listed on the
attached Exhibit B
Attest: By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇ Name:
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Title:
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EXHIBIT A: EXISTING GUARANTORS
American Title of the Palm Beaches Acquisition Corp.
▇▇▇▇'▇ ▇▇▇▇▇, L.L.C.
Devtex Land, ▇.▇.
▇▇▇▇▇▇▇▇ Hills, LLC
Homesite Solutions Corporation
One Willowbrook, L.L.C.
PC/BRE Development L.L.C.
PC/BRE Springfield L.L.C.
PC/BRE Venture L.L.C.
PC/BRE ▇▇▇▇▇▇▇ ▇▇▇▇ L.L.C.
PC/▇▇▇ ▇▇▇▇▇▇▇▇ L.L.C.
PC/Palm Beach, Inc.
PN I, Inc.
Pulte Home Corporation of New England
Pulte Homes of Texas, ▇.▇.
▇▇▇▇▇ Homes Tennessee Limited Partnership
Pulte Land Company, LLC
Riverwalk Commerce Acquisition Corp.
Wilben, LLLP
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EXHIBIT B: NEW GUARANTORS
Anthem Arizona L.L.C.
Asset Five Corp.
Asset Seven Corp.
Bellasera Corp.
▇▇▇ ▇▇▇▇ California Corp.
▇▇▇ ▇▇▇▇ Communities, Inc.
▇▇▇ ▇▇▇▇ Golf Corp.
▇▇▇ ▇▇▇▇ Home Construction, Inc.
▇▇▇ ▇▇▇▇ Limited Holding Co.
▇▇▇ ▇▇▇▇ Southwest Co.
▇▇▇ ▇▇▇▇ Texas Limited Partnership
▇▇▇ ▇▇▇▇'▇ Coventry Homes Construction Co.
▇▇▇ ▇▇▇▇'▇ Coventry Homes, Inc.
▇▇▇ ▇▇▇▇'▇ Coventry Homes of Nevada, Inc.
▇▇▇ ▇▇▇▇'▇ Spruce Creek Communities, Inc.
▇▇▇ ▇▇▇▇'▇ Sunflower of Tucson, Inc.
Del ▇. ▇▇▇▇ Development Co., L.P.
Del ▇. ▇▇▇▇ Foothills Corporation
Mountain View Two, LLC
New Mexico Asset Corporation
New Mexico Asset Limited Partnership
PH 1 Acquisition Corporation
PH 2 Acquisition Corporation
Spruce Creek South Utilities, Inc.
Terravita Corp.
Terravita Home Construction Co.
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