EXHIBIT 4(m)
--------------------------------------------------------------------------------
PULTE HOMES, INC.
-------------------------------
INDENTURE SUPPLEMENT
DATED AS OF JUNE 12, 2002
TO
INDENTURE
DATED AS OF OCTOBER 24, 1995
-------------------------------
BANK ONE TRUST COMPANY, N.A.
TRUSTEE
--------------------------------------------------------------------------------
SENIOR DEBT SECURITIES
INDENTURE SUPPLEMENT, dated as of June 12, 2002, among PULTE HOMES,
Inc., a Michigan corporation ("Company"), located at 00 Xxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000, BANK ONE TRUST
COMPANY, N.A., as Trustee ("Trustee"), and the Company's direct and indirect
wholly-owned domestic subsidiaries set forth in the signature pages hereto
(collectively, the "Guarantors").
RECITALS
The Company and certain Guarantors have heretofore executed and
delivered to the Trustee that certain Indenture, dated as of October 24, 1995
(hereinafter the "Original Indenture" and as amended by the Indenture Supplement
dated as of August 27, 1997, the Indenture Supplement dated as of March 20,
1998, the Indenture Supplement dated as of January 31, 1999, two Indenture
Supplements each dated as of April 3, 2000, the Indenture Supplement dated as of
February, 2001, the Indenture Supplement dated as of July 31, 2001, the
Indenture Supplement dated as of August 6, 2001 and this Indenture Supplement,
hereinafter the ("Indenture"), pursuant to which one or more series of unsecured
debenture, notes or other evidences of indebtedness of the Company (hereinafter,
the "Securities") may be issued from time to time.
Section 901(6) of the Indenture provides that a supplemental indenture
may be entered into by the Company and the Trustee without the consent of any
Holders to make provisions to establish the form or terms of Securities of any
series as permitted by Sections 201 and 301 of the Indenture.
Pursuant to the terms of Section 901(6) of the Indenture, the Company
desires to provide for the establishment of the form and terms of a new series
of its Securities to be known as its 7.875% Senior Notes due 2032 (hereinafter,
the "Notes").
Section 901(9) of the Indenture provides that a supplemental indenture
may be entered into by the Company and the Trustee without the consent of any
Holders to make provisions with respect to matters arising under the Indenture
which do not adversely affect the interests of the Holders of the Securities of
any series in any material respect.
The Company has furnished the Trustee with (i) an Opinion of Counsel
stating that the execution of this Indenture Supplement is authorized or
permitted by the Indenture and (ii) a copy of the resolutions of its Board of
Directors certified by its Secretary, pursuant to which this Indenture
Supplement has been authorized.
All things necessary to make this Indenture Supplement a valid
agreement of the Company and the Trustee and a valid amendment of and supplement
to the Indenture have been done.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the mutual covenants and
agreements contained herein, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Notes, as follows:
ARTICLE I
DEFINED TERMS
SECTION 1.01. Defined Terms. Except as otherwise expressly provided in this
Indenture Supplement or in the form of Note attached as Exhibit A hereto or
otherwise clearly required by the context hereof or thereof, all capitalized
terms used and not defined in this Indenture Supplement that are defined in
the Original Indenture shall have the meanings assigned to them in the
Original Indenture. For all purposes of this Indenture Supplement:
"Certificated Note" has the meaning set forth in Section 2.04 hereof.
"Closing Date" means June 12, 2002.
"Commission" means the Securities and Exchange Commission and any
successor hereto.
"Company" has the meaning set forth in the preamble.
"Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the clearing agency registered under the Exchange Act,
specified for that purpose as contemplated by Section 301 or any successor
clearing agency registered under the Exchange Act as contemplated by Section
305, and if at any time there is more than one such Person, "Depositary"
as used with respect to the Securities of any series shall mean the Depositary
with respect to the Securities of such series.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Global Note" has the meaning set forth in Section 2.04 hereof.
"Global Security" means a Security bearing the legend specified in
Section 204 (as added hereby) evidencing all or part of a series of
Securities, issued to the Depositary for such series or its nominee, and
registered in the name of such Depositary or nominee. Unless otherwise
specified, references to a permanent global security in this Indenture shall
include any Global Security.
"Global Securities Legend" means the legend set forth on the form of
Note attached as exhibit A hereto.
"Guarantors" has the meaning set forth in the preamble.
"Interest Payment Date" has the meaning set forth in Section 2.02
hereof.
"Indenture" has the meaning set forth in the recitals.
"Notes" means any of the Securities of the series designated in the
third paragraph of the recitals hereof and Section 2.01 hereof that are
authenticated and delivered under the Indenture. For all purposes of the
Indenture, the term "Notes" shall include the Notes initially issued on the
-2-
Closing Date and any other Notes issued after the Closing Date under the
Indenture. For purposes of the Indenture, all Notes shall vote together and
otherwise constitute a single series of Securities under the Indenture.
"Original Indenture" has the meaning set forth in the recitals.
"Regular Record Date" has the meaning set forth in Section 2.02 hereof.
"Registrar" has the meaning set forth in Section 4.03 hereof.
"Securities" has the meaning set forth in the recitals.
"Trustee" has the meaning set forth in the preamble.
The parties hereto acknowledge that certain terms are defined in both
the Original Indenture and in this Indenture Supplement. The parties hereto
hereby agree that, unless otherwise expressly stated or the context otherwise
requires, any term which is defined in both the Original Indenture and in this
Indenture Supplement, when used with respect to or in the certificates
evidencing the Notes, shall have the meaning set forth in this Indenture
Supplement.
ARTICLE II
TERMS OF THE NOTES
SECTION 2.01. Establishment of the Notes. There is hereby authorized
and established a series of Securities designated the 7.875% Senior Notes due
2032, limited in aggregate principal amount to $300,000,000 (except as provided
in Section 301(2) of the Original Indenture); provided that the Company may,
without the consent of the Holders of the Outstanding Notes, "reopen" this
series of Securities so as to increase the aggregate principal amount of Notes
Outstanding in compliance with the procedures set forth in the Indenture,
including Sections 301 and 303 thereof, so long as any such additional Notes
have the same tenor and terms (including, without limitation, rights to receive
accrued and unpaid interest) as the Notes then Outstanding.
SECTION 2.02. Terms of the Notes. The Stated Maturity on which the
principal of the Notes shall be due and payable shall be June 15, 2032.
The principal of the Notes shall bear interest at the rate of 7.875%
per annum from June 12, 2002 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, payable semi-annually in
arrears on June 15 and December 15 (each, an "Interest Payment Date") in each
year, commencing December 15, 2002, to the Persons in whose names the Notes (or
one or more Predecessor Securities) are registered at the close of business on
the June 1 or December 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 7.875% per annum.
-3-
Interest on the Notes shall be calculated on the basis of a 360-day
year of twelve 30-day months.
No additional amounts will be payable on any Notes held by a Person who
is a non- United States citizen in respect of any tax, assessment or
governmental charge withheld or deducted.
The Borough of Manhattan, in The City of New York is hereby designated
as a Place of Payment for the Notes; and the place where the principal of and
interest on the Notes shall be payable, where Notes may be surrendered for
registration of transfer and exchange, and where notices and, if other than in
the manner provided in Section 105 of the Original Indenture, demands to or upon
the Company in respect of the Notes may be served, shall be the office or agency
maintained by the Company for that purpose in the Borough of Manhattan, in The
City of New York, which initially shall be the office of the Trustee located at
00 Xxxx Xxxxxx, 0xx Xxxxx -Window 0, Xxx Xxxx, Xxx Xxxx 00000, 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.
The Notes shall be subject to defeasance and covenant defeasance at the
option of the Company as provided in Sections 1401, 1402 and 1403 of the
Indenture; provided that, without limitation to the provisions of Sections 1401,
1402 and 1403 of the Original Indenture, the provisions of Section 308 and of
Article III of this Indenture Supplement shall survive any such defeasance or
covenant defeasance and remain in full force and effect.
The Notes shall have such other terms and provisions as are set forth
in the form of Note attached hereto as Exhibit A (all of which incorporated by
reference in and made a part of this Indenture Supplement as if set forth in
full at this place).
SECTION 2.03. Denominations. The Notes shall be issued in denominations
of $1,000 and integral multiples thereof.
SECTION 2.04. Form. The Notes shall be in substantially the form set
forth in Exhibit A hereto, with such changes therein as may be authorized by any
officer of the Company executing the Notes by manual or facsimile signature,
such approval to be conclusively evidenced by the execution thereof by such
officer.
The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture Supplement, and the Company
and the Trustee, by their execution and delivery of this Indenture Supplement,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture Supplement, the provisions of this Indenture Supplement shall
govern and be controlling.
The Notes shall be issued as Registered Securities without coupons.
-4-
The Notes shall be issued initially in the form of one or more
permanent Global Securities ("Global Notes"). The initial Depositary for the
Global Notes shall be The Depository Trust Company. The Global Notes shall be
registered in the name of the Depositary or a nominee of the Depositary and
deposited with the Trustee, as custodian for the Depositary. Notes may be is
sued in certificated form without interest coupons only to the extent provided
by the Indenture and this Indenture Supplement ("Certificated Notes"). Except as
provided in Section 4.02 of this indenture Supplement, owners of beneficial
interests in Global Notes will not be entitled to receive physical delivery of
Certificated Notes.
Holders of beneficial interests shall have no rights under the
Indenture with respect to any Global Security held on their behalf by the
Depositary or by the Trustee as Securities Custodian or Under such Global
Security, and the Depositary may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary
and its holders of beneficial interests, the operation of customary practices of
such Depositary governing the exercise of the rights of a holder of a beneficial
interest in any Global Security.
ARTICLE III
APPLICATION OF AMENDMENT TO INDENTURE
SECTION 3.01. Amendment to Definition of "Bank Credit Facility" in the
Original Indenture. The definition of "Bank Credit Facility" in Section 101 of
the Original Indenture is hereby amended and restated as follows:
"Bank Credit Facility" means the Credit Agreement, dated as of August
31, 2000, as amended, by and among Pulte Homes, Inc., material
subsidiaries of Pulte Homes, Inc. as guarantors, Bank of America, N.A.,
as administrative agent, Bank One, N.A., as syndication agent, Comerica
Bank, as co-agent, Banc of America Securities LLC, as arranger, and the
other lenders named therein, as may be amended, restated, supplemented,
renewed, replaced or otherwise modified from time to time, including
any agreement extending the maturity of or refinancing or refunding all
or any portion of the Indebtedness or increasing the amount to be
borrowed under such agreement or any successor agreement, whether or
not by or among the same parties.
ARTICLE IV
ORIGINAL ISSUE OF NOTES
SECTION 4.01. Notes. Notes in the aggregate principal amount of
$300,000,000 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 thereupon
without any further action by the Company.
-5-
SECTION 4.02. Certificated Notes.
(a) A Global Note 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 Note, in exchange for such Global Note, only if such transfer complies
with Section 305 of the Original Indenture and Section 4.03 of this Indenture
Supplement and (i) the Company notifies the Trustee that the Depositary is no
longer willing or able to act as a depositary or clearing system for the Notes
or the Depositary ceases to be a "clearing agency" registered under the Exchange
Act, and a successor depositary or clearing system is not appointed by the
Company within 90 days of such notice or cessation, (ii) upon the occurrence and
continuation of an Event of Default, or (iii) the Company, in its sole
discretion, notifies the Trustee in writing that it elects to cause the issuance
of Certificated Notes under the Indenture rather than have the Notes represented
by a Global Security.
(b) Any Global Note that is transferable to the beneficial owners
thereof pursuant to this Section 4.02 shall be surrendered by the Depositary to
the Trustee, to be so transferred, in whole or from time to time in part,
without charge, and the Trustee shall authenticate and deliver, upon such
transfer of each portion of such Global Note, an equal aggregate principal
amount of Certificated Notes of authorized denominations. Any portion of a
Global Note transferred pursuant to this Section 4.02 shall be executed,
authenticated and delivered only in denominations of $1,000 of principal amount
and any integral multiple thereof and registered in such names as the Depositary
shall direct.
(c) The registered Holder of a Global Note may grant proxies and
otherwise authorize any Person, including holders of beneficial interests, to
take any action which a Holder is entitled to take under the Indenture or the
Notes.
(d) In the event of the occurrence of any of the events specified
in Section 4.02(a)(i), (ii) or (iii) of this Indenture Supplement, the Company
will promptly make available to the Trustee a reasonable supply of Certificated
Notes in fully registered form without interest coupons.
SECTION 4.03. Transfer and Exchange.
(a) Transfer and Exchange of Certificated Notes. When Certificated
Notes are presented to the Company's registrar with respect to the Notes (the
"Registrar") with a request:
(i) to register the transfer of such Certificated Notes;
or
(ii) to exchange such Certificated Notes for an equal
principal amount of Certificated Notes of other authorized
denominations, the Registrar shall register the transfer or make the
exchange as requested if its reasonable requirements for such
transaction are met; provided, however, that the Certificated Notes
surrendered for transfer or exchange:
-6-
(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).
(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 I Certificated
Note, duly endorsed or accompanied by a written instrument of transfer in form
reasonably satisfactory to the Company and the Registrar, together with written
instructions directing the Trustee to make, or to direct the Trustee to make, an
adjustment on its books and records with respect to such Global Note to reflect
an increase in the aggregate principal amount of the Notes represented by the
Global Note, such instructions to contain information regarding the Depositary
account to be credited with such increase, then the Trustee shall cancel such
Certificated Note and cause, or direct the Trustee to cause, in accordance with
the standing instructions and procedures existing between the Depositary and the
Trustee, the aggregate principal amount of Notes represented by the Global Note
to be increased by the aggregate principal amount of the Certificated Note to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Note equal to
the principal amount of the Certificated Note so canceled. If no Global Notes
are then outstanding and the Global Note has not been previously exchanged for
Certificated Notes pursuant to Section 4.02 of this Indenture Supplement, the
Company shall issue and the Trustee all 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
-7-
Note and the account of the Person making the transfer shall be debited
by an amount equal to the beneficial interest in the Global Note being
transferred.
(ii) If the proposed transfer is a transfer of a
beneficial interest in one Global Note to a beneficial interest in
another Global Note, the Registrar shall reflect on its books and
records the date and an increase in the principal amount of the Global
Note to which such interest is being transferred in an amount equal to
the principal amount of the interest to be so transferred, and the
Registrar shall reflect on its books and records the date and a
corresponding decrease in the principal amount of Global Note from
which such interest is being transferred.
(iii) Notwithstanding any other provisions of this
Indenture Supplement (other than the provisions set forth in Section
4.02 of this Indenture Supplement), a Global Note may not be
transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor
Depositary.
(d) Cancellation or Adjustment of Global Note. At such time as all
beneficial interests in a Global Note have either been exchanged for
Certificated Notes, transferred, redeemed, repurchased or canceled, such Global
Note shall be returned by the Depositary to the Trustee for cancellation or
retained and canceled by the Trustee. At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for Certificated Notes,
transferred in exchange for an interest in another Global Note, redeemed,
repurchased or canceled, the principal amount of Notes represented by such
Global Note shall be reduced and an adjustment shall be made on the books and
records of the Trustee (if it is then the custodian for such Global Note) with
respect to such Global Note, by the Trustee or the custodian, to reflect such
reduction.
(e) Obligations with Respect to Transfers of Notes.
(i) To permit registrations of transfers and exchanges,
the Company shall execute and the Trustee shall authenticate,
Certificated Notes and Global Notes at the Registrar's request.
(ii) No service charge shall be made for any registration
of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax, assessments, or similar
governmental charge payable in connection therewith (other than any
such transfer taxes, assessments or similar governmental charge payable
upon exchange or transfer pursuant to Sections 906, 1107 and 1305 of
the Indenture).
(iii) Prior to the due presentation for registration of
transfer of any Note, the Company, the Trustee, the Paying Agent or the
Registrar may deem and treat the Person in whose name a Note is
registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and interest on such Note and for all
other purposes whatsoever, whether or not such Note is overdue, and
none of the Company, the Trustee, the Paying Agent or the Registrar
shall be affected by notice to the contrary.
-8-
(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 notices
and communications to be given to the Holders and all payments to be
made to Holders under the Notes shall be given or made only to the
registered Holders (which shall be the Depositary or its nominee in the
case of a Global Note). The rights of beneficial owners in any Global
Note shall be exercised only through the Depositary subject to the
applicable rules and procedures of the Depositary. The Trustee may rely
and shall be fully protected in relying upon information furnished by
the Depositary with respect to its members, participants and any
beneficial owners.
(ii) The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Indenture Supplement or under applicable
law with respect to any transfer of any interest in any Security
(including any transfers between or among Depositary participants,
members or beneficial owners in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as
are expressly required by, and to do so if and when expressly required
by, the terms of this Indenture Supplement, and to examine the same to
determine substantial compliance as to form with the express
requirements hereof.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Ratification. This Indenture Supplement shall be deemed
part of the Indenture in the manner and to the extent herein provided. Except as
expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect.
-9-
SECTION 5.02. Counterparts. This Indenture Supplement may be executed
in any number of counterparts, each of which so executed shall be deemed an
original, but all of such counterparts shall together constitute but one and the
same instrument.
SECTION 5.03. Governing Law. This Indenture supplement shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to the principles of conflicts of laws.
SECTION 5.04. Trustee. The Trustee makes no representation as to the
validity or sufficiency of this Indenture Supplement. The recitals contained
herein shall be taken as the statements of the Company and the Trustee assumes
no responsibility for their correctness.
-10-
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
Supplement to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
PULTE HOMES, INC.
[SEAL] By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title:
Attest:
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title:
BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION
[SEAL] By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Officer
Attest:
By:
--------------------------------
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
Supplement to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
PULTE HOMES, INC.
[SEAL] By: ____________________________________
Name:
Title:
Attest:
By: _______________________________
Name:
Title:
BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION
[SEAL] By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Officer
Attest:
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Authorized Signer
STATE OF MICHIGAN )
: ss.:
COUNTY OF XXXXX )
On the 12th of June, 2002, before me personally came Xxxx Xxxxxxx, to
me known, who, being by me duly sworn, did depose and say that he or she is SR.
V. P. of PULTE HOMES, INC. one of the corporations described in and which
executed the foregoing instrument; that he or she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he or she signed his or her name thereto by like
authority.
/s/ Xxxxxx Xxxxxxxxx
---------------------
Notary Public
STATE OF ILLINOIS )
: ss.:
COUNTY OF XXXX )
On the_________ of _____________, 2002, before me personally came
__________________, to me known, who being by me duly sworn, did depose and say
that he or she is_________________________of BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION, one of the corporations described in and which executed the
foregoing instrument; that he or she knows the seal of said corporation.; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he
or she signed his or her name thereto by like authority.
__________________
Notary Public
STATE OF MICHIGAN )
: ss.:
COUNTY OF )
On the_________ of ______________, 2002, before me personally came
__________________, to me known, who, being by me duly sworn, did depose and say
that he or she is_________________________of PULTE HOMES, INC. one of the
corporations described in and which executed the foregoing instrument; that he
or she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he or she signed his or her
name thereto by like authority.
__________________
Notary Public
STATE OF OHIO )
: ss.:
COUNTY OF DELAWARE )
On the 12th of June, 2002, before me personally came Xxxxxxx X. Xxxxxx,
to me known, who being by me duly sworn, did depose and say that he or she is
Authorized officer of BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, one of the
corporations described in and which executed the foregoing instrument; that he
or she knows the seal of said corporation.; that the seal affixed to said
Instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he or she signed his or her
name thereto by like authority.
/s/ Xxxxx X. Xxxxxxx
------------------------------
Notary Public
[STAMP] XXXXX X. XXXXXXX, ATTORNEY AT LAW
NOTARY PUBLIC, STATE OF OHIO
My commission has no expiration date.
Section 147.03 R.C.
EXHIBIT A
FORM OF NOTE
Each Global Note shall bear a legend substantially in the form set
forth in this paragraph and substantially in the form set forth in the next
succeeding paragraph (collectively, the "Global Securities Legend"). Unless this
certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to the Company or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment hereon is made to Cede & Co.
or to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
This Security is a Global Security within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of the Depositary. This Security is exchangeable for Securities
registered in the name of a Person other than the Depositary or its nominee only
in the limited circumstances described in the Indenture, and no transfer of
this Security (other than a transfer of this Security as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary) may be registered except in
such limited circumstances.
PULTE HOMES, INC.
7.875% SENIOR NOTES DUE 2032
$_________________
CUSIP No. 000000XX0
No.______
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______________________ or registered assigns, the principal
sum indicated on Schedule A hereto on June 15, 2032 and to pay interest thereon
from June 12, 2002, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in arrears on June 15
and December 15 in each year, commencing on December 15, 2002, at the rate of
7.875% 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. 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 June 1 or December
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 said Indenture. Payment of the
principal of (and premium, if any) and interest on this Security will be made at
the office or agency of the Company maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company,
payment of interest may be made by United States dollar check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by wire transfer to an account maintained by the payee with
a bank located in the United States.
The payment of, and any premium and interest on, the Notes shall not be
determined with reference to any index or formula.
-2-
Payments of interest hereon with respect to any Interest Payment Date
will include interest accrued to but excluding such Interest Payment Date.
Interest on this Security shall be computed on the basis of a 360-day year of
twelve 30-day months.
This Security is a Global Security within the meaning of the Indenture
and is registered in the name of the Depositary for this series of Securities or
a nominee of the Depositary. Subject to the terms of the Indenture, beneficial
interests in this Security shall be held through the book-entry facilities of
the Depositary, and such beneficial interests shall be held in 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 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 July 31, 2001, the
Indenture Supplement dated August 6, 2001 and the Indenture Supplement dated as
of the date hereof (the "June 2002 Indenture Supplement") (as so amended, the
"Indenture")), each between the Company and Bank One Trust Company, National
Association, 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 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 $300,000,000; 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 June
2002 Indenture Supplement. The Securities of this series are issuable only in
registered form, without coupons, in the denominations specified in the June
2002 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.
This Security will be redeemable, in whole or in part, from time to
time at the option of the Company, on any date ("Redemption Date") at a
redemption price equal to the greater of (a) 100% of their principal amount of
this Security to be redeemed and (b) the present value of the Remaining
Scheduled Payments (as hereinafter defined) of principal and interest thereon
(exclusive of interest accrued to such Redemption Date) discounted to such
Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as hereinafter defined) plus 35
basis points (0.35%), plus accrued and unpaid interest on the principal amount
being redeemed to such Redemption Date; provided, however,
-3-
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.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of this Security to be redeemed 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 this Security.
"Comparable Treasury Price" means, with respect to any Redemption
Date, (1) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does to contain such price on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations.
"Reference Treasury Dealer" means (A) Xxxxxxx Xxxxx Barney Inc. or one
of the other initial purchasers (or their respective affiliates which are
Primary Treasury Dealers), and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), we will
substitute therefor another Primary Treasury Dealer, and (B) any other Primary
Treasury Dealer(s) selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of is principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.
"Remaining Scheduled Payments" means, with respect to this Security,
the remaining scheduled payments of the principal thereof to be redeemed and
interest thereon that would be due after the related Redemption Date but for
such redemption; provided, however, that, if such Redemption Date is not an
Interest Payment Date with respect to this Security, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such Redemption Date.
-4-
"Treasury Rate" means, with respect to any Redemption Date the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price
for such Redemption Date.
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 Trustee shall
select the Securities to be redeemed in whole or in part by such method as the
Trustee deems fair and appropriate 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 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 alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, in the coin or currency,
herein prescribed.
-5-
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
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 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.
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 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.
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 June 2002
Indenture Supplement shall have the meanings assigned to them in the June 2002
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]
-6-
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
PULTE HOMES, INC.
[SEAL] By_________________________________
Name:
Title:
Attest:
By_________________________________
Name:
Title:
Dated:
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, NATIONAL ASSOCIATION,
as Trustee
BY:________________________
Authorized Signature
-7-
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.
-8-
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.
-9-
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:
The Guarantors listed on the attached
Exhibit A
Attest:_____________________________ By:__________________________________
-10-
EXHIBIT A TO GUARANTEE
ABACOA HOMES, INC.
AMERICAN TITLE OF THE PALM BEACHES CORPORATION.
ANTHEM ARIZONA L.L.C.
ASSET FIVE CORP.
ASSET SEVEN CORP.
BELLASERA CORP.
XXXX'X XXXXX, L.L.C.
DEL X. XXXX DEVELOPMENT CO., L.P.
DEL X. XXXX FOOTHILLS CORPORATION
XXX XXXX CALIFORNIA CORP.
XXX XXXX COMMUNITIES, INC.
XXX XXXX CORPORATION
XXX XXXX GOLF CORP.
XXX XXXX HOME CONSTRUCTION, INC.
XXX XXXX LIMITED HOLDING CO.
XXX XXXX SOUTHWEST CO.
XXX XXXX TEXAS LIMITED PARTNERSHIP
XXX XXXX'X COVENTRY HOMES CONSTRUCTION CO.
XXX XXXX'X COVENTRY HOMES, INC.
XXX XXXX'X COVENTRY HOMES OF NEVADA, INC.
XXX XXXX'X SPRUCE CREEK COMMUNITIES, INC.
XXX XXXX'X SUNFLOWER OF TUSCON, INC.
DEVTEX LAND, L.P.
DIVOSTA AND COMPANY, INC.
DIVOSTA BUILDING CORPORATION
DIVOSTA HOMES, INC.
FLORIDA BUILDING PRODUCTS, INC.
FLORIDA CLUB HOMES, INC.
HAMMOCK RESERVE DEVELOPMENT COMPANY
XXXXXXXX HILLS, LLC
ISLAND WALK DEVELOPMENT COMPANY
MOUNTAIN VIEW TWO, LLC
NEW MEXICO ASSET CORPORATION
NEW MEXICO ASSET LIMITED PARTNERSHIP
ONE WILLOWBROOK L.L.C.
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 XXXXXXX XXXX L.L.C.
PC/XXX XXXXXXXX L.L.C.
PC/PALM BEACH, INC.
PH1 CORPORATION
-11-
PH2 CORPORATION
PN I,INC.
XX XX,INC.
PULTE COMMUNITIES NJ, LIMITED PARTNERSHIP
PULTE DEVELOPMENT CORPORATION
PULTE HOME CORPORATION
PULTE HOME CORPORATION OF NEW ENGLAND
PULTE HOME CORPORATION OF THE DELAWARE VALLEY
PULTE HOMES OF GREATER KANSAS CITY, INC.
PULTE HOMES OF MICHIGAN CORPORATION
PULTE HOMES OF MICHIGAN I LIMITED PARTNERSHIP
PULTE HOMES OF MINNESOTA CORPORATION
PULTE HOMES OF NEW YORK, INC.
PULTE HOMES OF NJ, LIMITED PARTNERSHIP
PULTE HOMES OF OHIO CORPORATION
PULTE HOMES OF PA, LIMITED PARTNERSHIP
PULTE HOMES OF SOUTH CAROLINA, INC.
PULTE HOMES OF TEXAS, X. X.
XXXXX HOMES TENNESSEE LIMITED PARTNERSHIP
PULTE-IN CORP.
PULTE LAND COMPANY, LLC
PULTE LAND DEVELOPMENT CORPORATION
PULTE LIFESTYLE COMMUNITIES, INC.
PULTE MICHIGAN HOLDINGS CORPORATION
PULTE MICHIGAN SERVICES, LLC
PULTE PAYROLL CORPORATION
RADNOR HOMES, INC.
RIVERWALK OF THE PALM BEACHES DEVELOPMENT COMPANY, INC.
RN ACQUISITION 2 CORP.
XXXX/ XXXXXXXXXXX HOMES, INC.
SPRUCE CREEK SOUTH UTILITIES, INC.
TERRAVITA CORP.
TERRAVITA HOME CONSTRUCTION CO.
VILLAGE WALK DEVELOPMENT COMPANY, INC.
WIL CORPORATION
AND WILBEN, LLLP
-12-
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:
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
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
-13-
