<PAGE>

                                                               EXECUTION VERSION

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                                      AMONG
                                PULTE HOMES, INC.
                                  AS BORROWER,

                         THE LENDERS IDENTIFIED HEREIN,

                           JPMORGAN CHASE BANK, N.A.,
                            AS ADMINISTRATIVE AGENT,
                                       AND
                         CITIGROUP GLOBAL MARKETS, INC.,
                              AS SYNDICATION AGENT
                                       AND
                               BARCLAYS BANK PLC,
                                  BNP PARIBAS,
                             CALYON NEW YORK BRANCH
                                  COMERICA BANK
                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                             MERRILL LYNCH BANK USA,
                         THE ROYAL BANK OF SCOTLAND PLC,
                                 SUNTRUST BANK,
                              UBS LOAN FINANCE LLC,
                                       AND
                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             AS DOCUMENTATION AGENTS
                                       AND
               THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH,
                             BANK OF AMERICA, N.A.,
                                 GUARANTY BANK,
                              LLOYDS TSB BANK PLC,
                          MIZUHO CORPORATE BANK, LTD.,
                                       AND
                         PNC BANK, NATIONAL ASSOCIATION
                               AS MANAGING AGENTS
                                       AND
                       LASALLE BANK NATIONAL ASSOCIATION,
                             WASHINGTON MUTUAL BANK,
                                  AMSOUTH BANK,
                 FIFTH THIRD BANK, A MICHIGAN BANK CORPORATION,
                                       AND
                        U.S. BANK, NATIONAL ASSOCIATION,
                                  AS CO-AGENTS

                          DATED AS OF OCTOBER 31, 2005

                          J.P. MORGAN SECURITIES INC.,

                      AS LEAD ARRANGER AND SOLE BOOKRUNNER

<PAGE>

                                Table of Contents

<TABLE>
<S>                                                                                             <C>
ARTICLE I   DEFINITIONS AND ACCOUNTING TERMS...................................................   1

    1.1        DEFINITIONS.....................................................................   1
    1.2        CLASSIFICATION OF LOANS AND BORROWINGS..........................................  22
    1.3        COMPUTATION OF TIME PERIODS AND OTHER DEFINITIONAL PROVISIONS...................  22
    1.4        ACCOUNTING TERMS................................................................  22
    1.5        TIME............................................................................  23

ARTICLE II  CREDIT FACILITIES..................................................................  23

    2.1        COMMITMENTS.....................................................................  23
    2.2        LOANS AND BORROWINGS............................................................  23
    2.3        REQUESTS FOR REVOLVING BORROWINGS...............................................  24
    2.4        SWINGLINE LOANS SUBFACILITY.....................................................  24
    2.5        INCREASE OF AGGREGATE COMMITMENT................................................  26
    2.6        FACILITY LCS....................................................................  28
    2.7        FUNDING OF BORROWINGS...........................................................  32
    2.8        INTEREST ELECTIONS..............................................................  33
    2.9        TERMINATION AND REDUCTION OF COMMITMENTS........................................  34
    2.10       REPAYMENT OF LOANS; EVIDENCE OF DEBT............................................  35
    2.11       PREPAYMENT OF LOANS.............................................................  36
    2.12       FEES............................................................................  36
    2.13       INTEREST........................................................................  37
    2.14       ALTERNATE RATE OF INTEREST......................................................  38
    2.15       INCREASED COSTS.................................................................  39
    2.16       BREAK FUNDING PAYMENTS..........................................................  40
    2.17       TAXES...........................................................................  41
    2.18       PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS.....................  42
    2.19       MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS..................................  43
    2.20       EXTENSION OF MATURITY DATE......................................................  44

ARTICLE III CONDITIONS PRECEDENT...............................................................  46

    3.1        CLOSING CONDITIONS..............................................................  46
    3.2        CONDITIONS TO ALL EXTENSIONS OF CREDIT..........................................  50

ARTICLE IV  REPRESENTATIONS AND WARRANTIES.....................................................  50

    4.1        FINANCIAL CONDITION.............................................................  50
    4.2        NO MATERIAL CHANGE..............................................................  51
    4.3        ORGANIZATION AND GOOD STANDING..................................................  51
    4.4        DUE AUTHORIZATION...............................................................  51
    4.5        NO CONFLICTS....................................................................  51
    4.6        CONSENTS........................................................................  52
    4.7        ENFORCEABLE OBLIGATIONS.........................................................  52
    4.8        NO DEFAULT......................................................................  52
    4.9        LIENS...........................................................................  52
    4.10       INDEBTEDNESS....................................................................  52
    4.11       LITIGATION......................................................................  52
    4.12       TAXES...........................................................................  53
    4.13       COMPLIANCE WITH LAW.............................................................  53
    4.14       ERISA...........................................................................  53
    4.15       SUBSIDIARIES....................................................................  54
    4.16       USE OF PROCEEDS.................................................................  54
    4.17       GOVERNMENT REGULATION...........................................................  54
    4.18       ENVIRONMENTAL MATTERS...........................................................  55
</Table>

                                        i

<PAGE>

<TABLE>
<S>                                                                                              <C>
    4.19       INTELLECTUAL PROPERTY...........................................................  56
    4.20       SOLVENCY........................................................................  56
    4.21       INVESTMENTS.....................................................................  56
    4.22       DISCLOSURE......................................................................  56
    4.23       LICENSES, ETC...................................................................  57
    4.24       BURDENSOME RESTRICTIONS.........................................................  57
    4.25       LABOR CONTRACTS AND DISPUTES....................................................  57
    4.26       BROKER'S FEES...................................................................  57

ARTICLE V    AFFIRMATIVE COVENANTS.............................................................  57

    5.1        INFORMATION COVENANTS...........................................................  58
    5.2        FINANCIAL COVENANTS.............................................................  61
    5.3        PRESERVATION OF EXISTENCE AND FRANCHISES........................................  61
    5.4        BOOKS AND RECORDS...............................................................  61
    5.5        COMPLIANCE WITH LAW.............................................................  61
    5.6        PAYMENT OF TAXES AND OTHER INDEBTEDNESS.........................................  61
    5.7        INSURANCE.......................................................................  62
    5.8        MAINTENANCE OF PROPERTY.........................................................  62
    5.9        PERFORMANCE OF OBLIGATIONS......................................................  62
    5.10       USE OF PROCEEDS.................................................................  62
    5.11       AUDITS/INSPECTIONS..............................................................  62
    5.12       ADDITIONAL CREDIT PARTIES.......................................................  62
    5.13       REIT REQUIREMENTS...............................................................  63

ARTICLE VI   NEGATIVE COVENANTS................................................................  63

    6.1        INDEBTEDNESS....................................................................  63
    6.2        LIENS...........................................................................  64
    6.3        NATURE OF BUSINESS..............................................................  64
    6.4        CONSOLIDATION AND MERGER........................................................  64
    6.5        SALE OR LEASE OF ASSETS.........................................................  65
    6.6        SALE AND LEASEBACK..............................................................  65
    6.7        ADVANCES, INVESTMENTS AND LOANS.................................................  66
    6.8        RESTRICTED PAYMENTS.............................................................  66
    6.9        TRANSACTIONS WITH AFFILIATES....................................................  66
    6.10       FISCAL YEAR; ORGANIZATIONAL DOCUMENTS...........................................  66
    6.11       NO LIMITATIONS..................................................................  66
    6.12       NO OTHER NEGATIVE PLEDGES.......................................................  67
    6.13       OTHER INDEBTEDNESS..............................................................  67
    6.14       RESTRICTIONS ON THE REITS.......................................................  67

ARTICLE VII  EVENTS OF DEFAULT.................................................................  68

    7.1        EVENTS OF DEFAULT...............................................................  68
    7.2        ACCELERATION; REMEDIES..........................................................  70
    7.3        ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT...................................  71

ARTICLE VIII THE ADMINISTRATIVE AGENT..........................................................  72

ARTICLE IX   MISCELLANEOUS.....................................................................  74

    9.1        NOTICES.........................................................................  74
    9.2        WAIVERS; AMENDMENTS.............................................................  75
    9.3        EXPENSES; INDEMNITY; DAMAGE WAIVER..............................................  76
    9.4        SUCCESSORS AND ASSIGNS..........................................................  77
    9.5        SURVIVAL........................................................................  80
    9.6        COUNTERPARTS; INTEGRATION; EFFECTIVENESS........................................  81
    9.7        SEVERABILITY....................................................................  81
    9.8        RIGHT OF SETOFF.................................................................  81
</TABLE>

                                       ii

<PAGE>
<TABLE>
<S>                                                                                          <C>
9.9        GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS......................  81
9.10       WAIVER OF JURY TRIAL............................................................  82
9.11       HEADINGS........................................................................  82
9.12       CONFIDENTIALITY.................................................................  82
9.13       USA PATRIOT ACT.................................................................  83
</TABLE>

SCHEDULES

Schedule 1.1(a)    Commitments
Schedule 1.1(b)    Existing Letters of Credit
Schedule 1.1(c)    Permitted Liens
Schedule 4.10      Indebtedness
Schedule 4.11      Litigation
Schedule 4.15      Subsidiaries
Schedule 4.21(a)   Investment Policy
Schedule 4.21(b)   Investments
Schedule 4.25      Labor Contracts and Disputes

EXHIBITS

Exhibit 1.1(a)     Form of Assignment and Assumption
Exhibit 1.1(b)     Form of Guaranty
Exhibit 1.1(c)     Form of Intercreditor Agreement
Exhibit 2.4(e)     Form of Swingline Note
Exhibit 2.5        Form of Commitment and Acceptance
Exhibit 2.10(e)    Form of Revolving Note
Exhibit 5.1(c)     Form of Officer's Certificate

                                      iii

<PAGE>


                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

      THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Credit
Agreement") is entered into as of October 31, 2005 among PULTE HOMES, INC., a
Michigan corporation (the "Borrower"), the Lenders (as defined herein), and
JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders ("the
Administrative Agent").

                                    RECITALS

      WHEREAS, the Borrower, the Administrative Agent (successor by merger to
Bank One, NA) and certain other lenders are party to a certain Amended and
Restated Credit Agreement dated as of September 16, 2004 (the "Original Credit
Agreement"); and

      WHEREAS, the parties hereto desire to amend and restate the Original
Credit Agreement to extend the Maturity Date and as otherwise provided herein.

      NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree that the Original Credit Agreement
is amended and restated in its entirety as follows.

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

1.1 DEFINITIONS.

      As used herein, the following terms shall have the meanings herein
specified unless the context otherwise requires. Defined terms herein shall
include in the singular number the plural and in the plural the singular:

            "ABR", when used in reference to any Loan or Borrowing, refers to a
      Loan or the Loans comprising such Borrowing which bear(s) interest at a
      rate determined by reference to the Alternate Base Rate.

            "Acquisition", by any Person, means the acquisition by such Person
      of the Capital Stock or all or substantially all of the assets of another
      Person, whether or not involving a merger or consolidation with such
      Person.

            "Additional Credit Party" means each Person that becomes a Guarantor
      after the Closing Date, as provided in Section 5.12 or otherwise.

            "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
      for any Interest Period, an interest rate per annum (rounded upwards, if
      necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such
      Interest Period multiplied by (b) the Statutory Reserve Rate.

                                       1

<PAGE>

            "Adjusted LIBOR Market Index Rate" means, with respect to an Index
      Rate Swingline Loan, the sum of (i) the product of (a) the LIBOR Market
      Index Rate applicable to such Index Rate Swingline Loan and (b) the
      Statutory Reserve Rate plus (ii) the Applicable Percentage.

            "Administrative Agent" means JPMorgan Chase Bank, N.A.. (or any
      successor thereto) or any successor administrative agent appointed
      pursuant to Article VIII.

            "Administrative Fees" has the meaning set forth in Section 2.12(b).

            "Administrative Questionnaire" means an Administrative Questionnaire
      in a form supplied by the Administrative Agent.

            "Affiliate" means, with respect to any Person, any other Person
      directly or indirectly controlling (including but not limited to all
      directors and officers (or the equivalent) of such Person), controlled by
      or under direct or indirect common control with such Person. A Person
      shall be deemed to control an entity if such Person possesses, directly or
      indirectly, the power (a) to vote 10% or more of the ordinary voting power
      for the election of directors (or the equivalent) of such entity or (b) to
      direct or cause direction of the management and policies of such entity,
      whether through the ownership of voting securities, by contract or
      otherwise.

            "Aggregate Commitment" means the Commitments of all of the Lenders
      hereunder, initially in the amount of $1,615,000,000.

            "Aggregate LC Commitment" means the lesser of (a) One Billion One
      Hundred Twenty-Five Million Dollars ($1,125,000,000) and (b) the Aggregate
      Commitment.

            "Alternate Base Rate" means, for any day, a rate per annum equal to
      the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD
      Rate in effect on such day plus 1% and (c) the Federal Funds Effective
      Rate in effect on such day plus -1/2 of 1%. Any change in the Alternate
      Base Rate due to a change in the Prime Rate, the Base CD Rate or the
      Federal Funds Effective Rate shall be effective from and including the
      effective date of such change in the Prime Rate, the Base CD Rate or the
      Federal Funds Effective Rate, respectively.

            "Applicable Percentage" means, for Eurodollar Loans, Index Rate
      Swingline Loans, Facility LC Fees and Commitment Fees, the appropriate
      applicable percentages corresponding to the Debt to Capitalization Ratio
      and the Senior Debt Rating of the Borrower as described below:

                                       2

<PAGE>

<TABLE>
<CAPTION>
                                         LEVEL I              LEVEL II             LEVEL III                 LEVEL IV
                                -------------------------   ----------------   -----------------  ----------------------------------
<S>                             <C>                         <C>                <C>                <C>
SENIOR DEBT RATING                 GREATER THAN OR EQUAL     BBB / Baa2           BBB- / Baa3     LESS THAN BBB- / Baa3 OR NO SENIOR
                                     TO BBB+ / Baa1                                                        DEBT RATING

DEBT TO CAPITALIZATION RATIO    LESS THAN OR EQUAL TO 30%   GREATER THAN 30%    GREATER THAN 40%         GREATER THAN 50%
                                                             BUT LESS THAN     BUT LESS THAN OR
                                                             OR EQUAL TO 40%     EQUAL TO 50%

APPLICABLE PERCENTAGE FOR                0.50%                  0.625%               0.75%                    1.00%
EURODOLLAR LOANS, INDEX RATE
SWINGLINE LOANS AND FACILITY
LC FEE RATE

APPLICABLE PERCENTAGE FOR               0.125%                   0.15%              0.175%                    0.20%
COMMITMENT FEES
</TABLE>

      If the Senior Debt Rating is not at the same level as the Debt to
      Capitalization Ratio, but no more than one level apart, then the pricing
      shall correspond to the level which causes pricing to be lower. If the
      Senior Debt Rating is more than one level different from the level
      applicable to the Debt to Capitalization Ratio, then the pricing shall be
      one level lower (i.e., lower pricing) than the higher of such two levels.
      Notwithstanding the foregoing, at any time that either the Moody's or the
      S&P rating of the Borrower's senior unsecured debt is at Level II or
      better, pricing shall correspond to the level of such rating or, if both
      have issued ratings, to the higher of the Moody's or S&P rating (i.e.,
      lower pricing). The Applicable Percentage shall be determined and
      adjusted, as necessary, on the date of any change in the Senior Debt
      Rating of the Borrower or upon receipt of the officer's certificate
      required by Section 5.1(c) calculating the then Debt to Capitalization
      Ratio. The parties acknowledge that, as of the date hereof, the Applicable
      Percentage is at Level III.

            "Approved Fund" has the meaning assigned to such term in Section
      9.4.

            "Arranger" means J.P. Morgan Securities Inc., a Delaware
      corporation, and its successors, in its capacity as Lead Arranger and Sole
      Bookrunner.

            "Assessment Rate" means, for any day, the annual assessment rate in
      effect on such day that is payable by a member of the Bank Insurance Fund
      classified as "well-capitalized" and within supervisory subgroup "B" (or a
      comparable successor risk classification) within the meaning of 12 C.F.R.
      Part 327 (or any successor provision) to the Federal Deposit Insurance
      Corporation for insurance by such Corporation of time deposits made in
      dollars at the offices of such member in the United States; provided that
      if, as a result of any change in any law, rule or regulation, it is no
      longer possible to determine the Assessment Rate as aforesaid, then the
      Assessment Rate shall be such annual rate as shall be determined by the
      Administrative Agent to be representative of the cost of such insurance to
      the Lenders.

                                       3

<PAGE>

            "Assignment and Assumption" means an assignment and assumption
      entered into by a Lender and an assignee (with the consent of any party
      whose consent is required by Section 9.4), and accepted by the
      Administrative Agent, in the form of Exhibit 1.1 or any other form
      approved by the Administrative Agent.

            "Availability Period" means the period from and including the
      Effective Date to but excluding the earlier of the Maturity Date and the
      date of termination of the Commitments.

            "Authorized Officer" means, with respect to any certificate required
      to be delivered pursuant to this Credit Agreement, the chief financial
      officer, treasurer or corporate controller of the Borrower or any other
      person designated in writing by such chief financial officer, treasurer or
      corporate controller.

            "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the
      United States Code, as amended, modified, succeeded or replaced from time
      to time.

            "Base CD Rate" means the sum of (a) the Three-Month Secondary CD
      Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment
      Rate.

            "Board" means the Board of Governors of the Federal Reserve System
      of the United States of America.

            "Borrower" means Pulte Homes, Inc., a Michigan corporation, together
      with any successors and permitted assigns.

            "Borrowing" means (a) Revolving Loans of the same Type, made,
      converted or continued on the same date and, in the case of Eurodollar
      Loans, as to which a single Interest Period is in effect or (b) a
      Swingline Loan.

            "Borrowing Request" means a request by the Borrower for a Revolving
      Borrowing in accordance with Section 2.3.

            "Business Day" means any day that is not a Saturday, Sunday or other
      day on which commercial banks in New York City are authorized or required
      by law to remain closed; provided that, when used in connection with a
      Eurodollar Loan, the term "Business Day" shall also exclude any day on
      which banks are not open for dealings in dollar deposits in the London
      interbank market.

            "Capital Expenditures" means all expenditures of the Credit Parties
      and their Subsidiaries which, in accordance with GAAP, would be classified
      as capital expenditures, including, without limitation, Capital Leases.

            "Capital Lease" means, as applied to any Person, any lease of any
      property (whether real, personal or mixed) by that Person as lessee which,
      in accordance with GAAP, is or should be accounted for as a capital lease
      on the balance sheet of that Person and the amount of such obligation
      shall be the capitalized amount thereof determined in accordance with
      GAAP.

                                       4

<PAGE>

            "Capital Stock" means (a) in the case of a corporation, all classes
      of capital stock of such corporation, (b) in the case of a partnership,
      partnership interests (whether general or limited), (c) in the case of a
      limited liability company, membership interests and (d) any other interest
      or participation that confers on a Person the right to receive a share of
      the profits and losses of, or distributions of assets of, the issuing
      Person.

            "Capitalization" means, as of any date, (a) Indebtedness of the
      Credit Parties (other than to the REITs) plus (b) the consolidated net
      shareholders equity of the Borrower as determined in accordance with GAAP
      minus (i) Investments described in clause (f) of the definition of
      Permitted Investments and (ii) Investments described in clause (g) of the
      definition of Permitted Investments.

            "Cash Equivalents" means (a) securities issued or directly and fully
      guaranteed or insured by the United States of America or any agency or
      instrumentality thereof (provided that the full faith and credit of the
      United States of America is pledged in support thereof) having maturities
      of not more than 180 days from the date of acquisition, (b) Dollar
      denominated time and demand deposits and certificates of deposit of (i)
      any Lender, (ii) any domestic commercial bank having capital and surplus
      in excess of $500,000,000 or (iii) any bank whose short-term commercial
      paper rating from S&P is at least A-2 or the equivalent thereof or from
      Moody's is at least P-2 or the equivalent thereof (any such bank being an
      "Approved Bank"), in each case with maturities of not more than 180 days
      from the date of acquisition, (c) commercial paper and variable or fixed
      rate notes issued by any Approved Bank (or by the parent company thereof)
      or any variable rate notes issued by, or guaranteed by, any domestic
      corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2
      (or the equivalent thereof) or better by Moody's and maturing within 180
      days of the date of acquisition, (d) repurchase agreements with a bank or
      trust company (including any of the Lenders) or recognized securities
      dealer having capital and surplus in excess of $500,000,000 for direct
      obligations issued by or fully guaranteed by the United States of America
      in which the Borrower shall have a perfected first priority security
      interest (subject to no other Liens) and having, on the date of purchase
      thereof, a fair market value of at least 100% of the amount of the
      repurchase obligations, (e) Investments, classified in accordance with
      GAAP as current assets, in money market investment programs registered
      under the Investment Company Act of 1940, as amended, which are
      administered by reputable financial institutions having capital of at
      least $500,000,000 and the portfolios of which are limited to Investments
      of the character described in the foregoing subdivisions (a) through (d),
      and (f) Investments consistent with the Pulte Homes, Inc. Investment
      Policy as set forth on Schedule 4.21(a).

            "Change in Law" means (a) the adoption of any law, rule or
      regulation after the date of this Credit Agreement, (b) any change in any
      law, rule or regulation or in the interpretation or application thereof by
      any Governmental Authority after the date of this Agreement or (c)
      compliance by any Lender or Issuing Bank (or, for purposes of Section
      2.15(b), by any lending office of such Lender or by such Lender's or
      Issuing Bank's holding company, if any) with any request, guideline or
      directive (whether or not having the force of law, but, if not having the
      force of law, only if the same is commonly complied with by similarly
      situated lending institutions) of any Governmental Authority made or
      issued after the date of this Credit Agreement.

                                       5

<PAGE>

            "Change of Control" means the occurrence of any of the following
      events: (a) there shall be consummated any consolidation, share exchange
      or merger of the Borrower in which the Borrower is not the continuing or
      surviving corporation or pursuant to which the Borrower's Voting Stock
      would be converted into cash, securities or other property, other than, in
      any case, a merger of the Borrower in which the holders of Voting Stock
      immediately prior to the merger have the same or greater proportionate
      ownership, directly or indirectly, of the Voting Stock of the surviving
      corporation immediately after the merger as they had of the Voting Stock
      of the Borrower immediately before the merger; (b) there is a report filed
      by any Person, including Affiliates of the Borrower (other than the
      Borrower, its Material Subsidiaries, employee stock ownership plans or
      employee benefit plans of the Borrower or its subsidiaries, or a Permitted
      Holder) on Schedule 13D or 14D-1 (or any successor schedule, form or
      report under the Exchange Act) disclosing that such Person (for the
      purpose of this definition of "Change in Control" only, the term "Person"
      shall include a "person" within the meaning of Section 13(d)(3) and
      Section 14(d)(2) of the Exchange Act or any successor provision to either
      of the foregoing) has become the beneficial owner (as the term "beneficial
      owner" is defined under Rule 13d-3, Rule 13d-5 or any successor rule or
      regulation promulgated under the Exchange Act) of 30% or more of the
      Borrower's Voting Stock; provided, however, that a Person shall not be
      deemed the beneficial owner of, or to own beneficially (i) any securities
      tendered pursuant to a tender or exchange offer made on behalf of such
      Person or any of such Person's Affiliates until such tendered securities
      are accepted for purchase or exchange thereunder or (ii) any securities if
      such beneficial ownership (A) arises solely as a result of a revocable
      proxy delivered in response to a proxy or consent solicitation made
      pursuant to, and in accordance with, the applicable rules and regulations
      under the Exchange Act, and (B) is not also then reportable on Schedule
      13D (or any successor schedule, form or report) under the Exchange Act; or
      (c) during any period of two consecutive calendar years, individuals who,
      at the beginning of such period constituted the board of directors of the
      Borrower cease for any reason to constitute a majority of the directors of
      the Borrower then in office unless such new directors were elected by the
      directors of the Borrower who constituted the board of directors of the
      Borrower at the beginning of such period.

            "Class", when used in reference to any Loan or Borrowing, refers to
      whether such Loan, or the Loans comprising such Borrowing, are Revolving
      Loans or Swingline Loans.

            "Closing Date" means the date hereof.

            "Code" means the Internal Revenue Code of 1986 and the rules and
      regulations promulgated thereunder, as amended, modified, succeeded or
      replaced from time to time. References to sections of the Code should be
      construed also to refer to any successor sections.

            "Commitment" means, with respect to each Lender, the commitment of
      such Lender to make Revolving Loans and to acquire participations in
      Facility LCs and Swingline Loans hereunder, expressed as an amount
      representing the maximum aggregate amount of such Lender's potential
      Revolving Credit Exposure hereunder, as such commitment may be reduced
      from time to time in accordance with this Credit Agreement. The initial
      amount of each Lender's Commitment is set forth on Schedule 1.1(a).

            "Commitment and Acceptance" has the meaning set forth in Section
      2.5(a).

                                       6

<PAGE>

            "Commitment Fees" means the fees payable to the Lenders pursuant to
      Section 2.12(a).

            "Consolidated Net Tangible Assets" means, as of any date of
      determination, the sum of (a) Tangible Net Worth and (b) Indebtedness of
      the Credit Parties.

            "Credit Documents" means this Credit Agreement, the Notes, each
      Facility LC Application, each Guaranty, the Intercreditor Agreement and
      all other related agreements and documents issued or delivered hereunder
      or thereunder or pursuant hereto or thereto.

            "Credit Parties" means the Borrower and the Guarantors and "Credit
      Party" means any one of them.

            "Credit Party Obligations" means, without duplication, all of the
      obligations of the Credit Parties to the Lenders, any Issuing Bank and the
      Administrative Agent, whenever arising, under this Credit Agreement, the
      Notes or any other Credit Document to which any Credit Party is a party,
      including interest and fees which accrue after the commencement of any
      case, proceeding or other action relating to the bankruptcy, insolvency or
      reorganization of a Credit Party, whether or not allowed claims in such
      proceeding.

            "Debt to Capitalization Ratio" means, as of any date, the ratio of
      (a) Indebtedness of the Credit Parties (other than to the REITs, provided
      such REIT has complied with Section 6.1(h)) less (i) 50% of Qualified
      Subordinated Debt and (ii) all unrestricted cash and Cash Equivalents held
      by the Credit Parties in excess of $25,000,000 but not to exceed
      $300,000,000 to (b) Capitalization.

            "Default" means any event, act or condition which with notice or
      lapse of time, or both, would constitute an Event of Default.

            "Defaulting Lender" means, at any time, any Lender that (a) has
      failed to make a Loan or purchase a Participation Interest in Loans
      required pursuant to the terms of this Credit Agreement (but only for so
      long as such Loan is not made or such Participation Interest is not
      purchased), (b) has failed to pay to the Administrative Agent or any other
      Lender an amount owed by such Lender pursuant to the terms of this Credit
      Agreement (but only for so long as such amount has not been paid) or (c)
      has been deemed insolvent or has become subject to a bankruptcy or
      insolvency proceeding or with respect to which (or with respect to any
      assets of which) a receiver, trustee or similar official has been
      appointed.

            "Dollars" and "$" mean dollars in lawful currency of the United
      States of America.

            "Domestic Subsidiaries" means all direct and indirect Subsidiaries
      of a Credit Party that are domiciled, incorporated or organized under the
      laws of any state of the United States or the District of Columbia (or
      have any material assets located in the United States).

            "EBITDA" means, for any period, the sum of (a) Net Income of the
      Credit Parties for such period (excluding the effect of any extraordinary
      or other non-recurring gains or losses outside of the ordinary course of
      business) plus (b) an amount which, in the determination of such Net
      Income for such period has been deducted for (i) interest expense
      (including previously capitalized interest included in the cost of goods
      sold) of the Credit Parties for such period, (ii) total Federal, state,
      foreign or other income taxes of the Borrower for such

                                       7

<PAGE>

      period and (iii) depreciation and amortization of the Credit Parties for
      such period, plus (c) without duplication, Net Income for such period of
      those Subsidiaries of the Borrower that are not Credit Parties, all as
      determined in accordance with GAAP.

            "Effective Date" means the date on which the conditions set forth in
      Section 3.1 shall have been fulfilled (or waived in the sole discretion of
      the Lenders).

            "Environmental Claim" means any investigation, written notice,
      violation, written demand, written allegation, action, suit, injunction,
      judgment, order, consent decree, penalty, fine, lien, proceeding, or
      written claim whether administrative, judicial, or private in nature
      arising (a) pursuant to, or in connection with, an actual or alleged
      violation of, any Environmental Law, (b) in connection with any Hazardous
      Material, (c) from any assessment, abatement, removal, remedial,
      corrective, or other response action in connection with an Environmental
      Law or other order of a Governmental Authority or (d) from any actual or
      alleged damage, injury, threat, or harm to health, safety, natural
      resources, or the environment.

            "Environmental Laws" means any current or future legal requirement
      of any Governmental Authority pertaining to (a) the protection of health,
      safety, and the indoor or outdoor environment, (b) the conservation,
      management, or use of natural resources and wildlife, (c) the protection
      or use of surface water and groundwater or (d) the management,
      manufacture, possession, presence, use, generation, transportation,
      treatment, storage, disposal, release, threatened release, abatement,
      removal, remediation or handling of, or exposure to, any hazardous or
      toxic substance or material or (e) pollution (including any release to
      land, surface water and groundwater) and includes, without limitation, the
      Comprehensive Environmental Response, Compensation, and Liability Act of
      1980, as amended by the Superfund Amendments and Reauthorization Act of
      1986, 42 USC 9601 et seq., Solid Waste Disposal Act, as amended by the
      Resource Conservation and Recovery Act of 1976 and Hazardous and Solid
      Waste Amendments of 1984, 42 USC 6901 et seq., Federal Water Pollution
      Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et
      seq., Clean Air Act of 1966, as amended, 42 USC 7401 et seq., Toxic
      Substances Control Act of 1976, 15 USC 2601 et seq., Hazardous Materials
      Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and
      Health Act of 1970, as amended, 29 USC 651 et seq., Oil Pollution Act of
      1990, 33 USC 2701 et seq., Emergency Planning and Community Right-to-Know
      Act of 1986, 42 USC 11001 et seq., National Environmental Policy Act of
      1969, 42 USC 4321 et seq., Safe Drinking Water Act of 1974, as amended, 42
      USC 300(f) et seq., any analogous implementing or successor law, and any
      amendment, rule, regulation, order, or directive issued thereunder.

            "Equity Issuance" means any issuance by a Credit Party to any Person
      of (a) shares of its Capital Stock, (b) any shares of its Capital Stock
      pursuant to the exercise of options or warrants or (c) any shares of its
      Capital Stock pursuant to the conversion of any debt securities to equity.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
      as amended, and any successor statute thereto, as interpreted by the rules
      and regulations thereunder, all as the same may be in effect from time to
      time. References to sections of ERISA shall be construed also to refer to
      any successor sections.

                                       8

<PAGE>

            "ERISA Affiliate" means an entity, whether or not incorporated,
      which is under common control with any Credit Party or any of its
      Subsidiaries within the meaning of Section 4001(a)(14) of ERISA, or is a
      member of a group which includes any Credit Party or any of its
      Subsidiaries and which is treated as a single employer under Sections
      414(b), (c), (m), or (o) of the Code.

            "Eurodollar", when used in reference to any Loan or Borrowing,
      refers to a Loan or the Loans comprising such Borrowing which bear(s)
      interest at a rate determined by reference to the Adjusted LIBO Rate.

            "Event of Default" means any of the events or circumstances
      specified in Section 7.1.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations promulgated thereunder, as amended,
      modified, succeeded or replaced from time to time.

            "Excluded Taxes" means, with respect to the Administrative Agent,
      any Lender, any Issuing Bank or any other recipient of any payment to be
      made by or on account of any obligation of the Borrower hereunder, (a)
      income or franchise taxes imposed on (or measured by) its net income by
      the United States of America, or by the jurisdiction under the laws of
      which such recipient is organized or in which its principal office is
      located or, in the case of any Lender, in which its applicable lending
      office is located, (b) any branch profits taxes imposed by the United
      States of America or any similar tax imposed by any other jurisdiction in
      which the Borrower is located and (c) in the case of a Foreign Lender
      (other than an assignee pursuant to a request by the Borrower under
      Section 2.19(b)), any withholding tax that is imposed on amounts payable
      to such Foreign Lender at the time such Foreign Lender becomes a party to
      this Credit Agreement (or designates a new lending office) or is
      attributable to such Foreign Lender's failure to comply with Section
      2.17(e), except to the extent that such Foreign Lender (or its assignor,
      if any) was entitled, at the time of designation of a new lending office
      (or assignment), to receive additional amounts from the Borrower with
      respect to such withholding tax pursuant to Section 2.17(a).

            "Existing Letters of Credit" means those Letters of Credit listed on
      Schedule 1.1(b) hereto issued prior to the date hereof by the Lenders
      identified therein for the account of the Borrower.

            "Extending Lender" has the meaning set forth in Section 2.20(a).

            "Extension of Credit" means, as to any Lender or Issuing Bank, the
      making of a Loan by such Lender (or a participation therein by a Lender),
      including a Swingline Loan by the Swingline Lender, or the issuance of a
      Facility LC by such Issuing Bank or a Modification that constitutes an
      increase of a Facility LC by such Issuing Bank.

            "Extension Required Lenders" has the meaning set forth in Section
      2.20(a).

            "Facility Increase" has the meaning set forth in Section 2.5(a).

                                       9

<PAGE>

            "Facility LC" means (a) each Letter of Credit issued by an Issuing
      Bank pursuant to Section 2.6 and (b) each Existing Letter of Credit.

            "Facility LC Application" has the meaning set forth in Section
      2.6(a).

            "Facility LC Collateral Account" has the meaning set forth in
      Section 2.6(j).

            "Facility LC Fee" has the meaning set forth in Section 2.12(e).

            "Facility LC Fee Rate" means a rate per annum equal to the
      Applicable Percentage with respect to Eurodollar Loans in effect from time
      to time during the term of any Facility LC.

            "Federal Funds Effective Rate" means, for any day, the weighted
      average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
      rates on overnight Federal funds transactions with members of the Federal
      Reserve System arranged by Federal funds brokers, as published on the next
      succeeding Business Day by the Federal Reserve Bank of New York, or, if
      such rate is not so published for any day that is a Business Day, the
      average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
      quotations for such day for such transactions received by the
      Administrative Agent from three Federal funds brokers of recognized
      standing selected by it.

            "Fee Letter" means that certain letter agreement dated as of
      September 29, 2005 among the Borrower, the Arranger and the Administrative
      Agent.

            "Foreign Lender" means any Lender that is organized under the laws
      of a jurisdiction other than that in which the Borrower is located. For
      purposes of this definition, the United States of America, each State
      thereof and the District of Columbia shall be deemed to constitute a
      single jurisdiction.

            "Fronting Fee" has the meaning set forth in Section 2.12(f).

            "Fund" means any Person (other than a natural person) that is (or
      will be) engaged in making, purchasing, holding or otherwise investing in
      commercial loans and similar extensions of credit in the ordinary course
      of its business.

            "GAAP" means generally accepted accounting principles in the United
      States applied on a consistent basis and subject to Section 1.4.

            "Governmental Authority" means any Federal, state, local, provincial
      or foreign court or governmental agency, authority, instrumentality or
      regulatory body.

            "Guarantor" means each REIT, each of the Material Subsidiaries of
      the Borrower and each Additional Credit Party which has executed a
      Guaranty, including any Supplemental Guaranty, hereunder, together with
      their successors and assigns.

            "Guaranty" means the guaranty, in substantially the form of Exhibit
      1.1(b) hereto, executed by the REITs and the Material Subsidiaries of the
      Borrower in favor of the Administrative Agent, for the benefit of the
      Lenders, as any such guaranty may be amended,

                                       10

<PAGE>

      restated, supplemented or otherwise modified from time to time, including
      by any Supplemental Guaranty executed by a Guarantor after the Closing
      Date.

            "Guaranty Obligations" means, with respect to any Person, without
      duplication, any obligations (other than endorsements in the ordinary
      course of business of negotiable instruments for deposit or collection)
      guaranteeing or intending to guarantee any Indebtedness of any other
      Person in any manner, whether direct or indirect, and including without
      limitation any obligation, whether or not contingent, (a) to purchase any
      such Indebtedness or other obligation or any property constituting
      security therefore, (b) to advance or provide funds or other support for
      the payment or purchase of such Indebtedness or obligation or to maintain
      working capital, solvency or other balance sheet condition of such other
      Person (including, without limitation, maintenance agreements, comfort
      letters, take or pay arrangements, put agreements or similar agreements or
      arrangements) for the benefit of the holder of Indebtedness of such other
      Person, (c) to lease or purchase property, securities or services
      primarily for the purpose of assuring the owner of such Indebtedness
      against loss in respect thereof or (d) to otherwise assure or hold
      harmless the owner of such Indebtedness or obligation against loss in
      respect thereof; provided, that a guaranty of Non-Recourse Land Financing
      shall not be deemed to be a Guaranty Obligation until, and only to the
      extent that, such Non-Recourse Land Financing ceases to be Non-Recourse
      Land Financing; and provided further, that a guaranty of performance and
      other obligations of a joint venture (other than a Payment Guaranty) shall
      not constitute a Guaranty Obligation unless and until the occurrence of a
      default in the obligation that is guaranteed. The amount of any Guaranty
      Obligation hereunder shall (subject to any limitations set forth therein)
      be deemed to be an amount equal to the outstanding principal amount (or
      maximum principal amount, if larger) of the Indebtedness in respect of
      which such Guaranty Obligation is made.

            "Hazardous Materials" means any substance, material or waste defined
      in or regulated under any Environmental Laws.

            "Hedging Agreements" means any interest rate protection agreements,
      foreign currency exchange agreements, commodity futures agreements or
      other interest or exchange rate hedging agreements.

            "Indebtedness" of any Person means, without duplication, (a) all
      obligations of such Person for borrowed money, (b) all obligations of such
      Person evidenced by bonds, debentures, notes or similar instruments, or
      upon which interest payments are customarily made, (c) all obligations of
      such Person under conditional sale or other title retention agreements
      relating to property purchased by such Person to the extent of the value
      of such property (other than customary reservations or retentions of title
      under agreements with suppliers entered into in the ordinary course of
      business), (d) all obligations, other than intercompany items, of such
      Person issued or assumed as the deferred purchase price of property or
      services purchased by such Person which would appear as liabilities on a
      balance sheet of such Person, (e) all Indebtedness of others secured by
      (or for which the holder of such Indebtedness has an existing right,
      contingent or otherwise, to be secured by) any Lien on, or payable out of
      the proceeds of production from, property owned or acquired by such
      Person, whether or not the obligations secured thereby have been assumed,
      (f) all Guaranty Obligations of such Person, (g) the principal portion of
      all obligations of such Person under (i) Capital Leases and (ii) any
      synthetic

                                       11

<PAGE>

      lease, tax retention operating lease, off-balance sheet loan or similar
      off balance sheet financing product of such Person where such transaction
      is considered borrowed money indebtedness for tax purposes but is
      classified as an operating lease in accordance with GAAP, (h) all net
      obligations of such Person in respect of Hedging Agreements, (i) all
      preferred stock issued by such Person and required by the terms thereof to
      be redeemed, or for which mandatory sinking fund payments are due by a
      fixed date, (j) the aggregate amount of uncollected accounts receivable of
      such Person subject at such time to a sale of receivables (or similar
      transaction) regardless of whether such transaction is effected without
      recourse to such Person or in a manner that would not be reflected on the
      balance sheet of such Person in accordance with GAAP, (k) obligations of
      such Person to reimburse the issuer of a Letter of Credit for amounts that
      have been paid by such issuer in respect of drawings thereunder, (l)
      current liabilities of such Person for unfunded vested pensions, (m) all
      obligations of such Person to repurchase any securities which repurchase
      obligation is related to the issuance thereof, including, without
      limitation, obligations commonly known as residual equity appreciation
      potential shares, and (n) such Person's pro rata share of the
      "Indebtedness" (i.e., the obligations and liabilities under clauses (a)
      through (m) above) of any joint venture in which such Person holds an
      interest.

            "Indemnified Taxes" means Taxes other than Excluded Taxes.

            "Index Rate Swingline Loan" means a Swingline Loan bearing interest
      at the Adjusted LIBOR Market Index Rate.

            "Intellectual Property" has the meaning set forth in Section 4.19.

            "Intercreditor Agreement" means an Intercreditor and Subordination
      Agreement among the Administrative Agent, on behalf of the Lenders,
      certain other creditors, and Asset Seven Corp., Pulte Realty Corporation
      and any other REITs, as subordinated creditors, substantially in the form
      of Exhibit 1.1(c).

            "Interest Coverage Ratio" means, as of the end of each fiscal
      quarter of the Borrower for the twelve month period ending on such date,
      the ratio of (a) EBITDA for the applicable period to (b) interest incurred
      by the Credit Parties, whether such interest was expensed, capitalized,
      paid, accrued or scheduled to be paid or accrued.

            "Interest Election Request" means a request by the Borrower to
      convert or continue a Revolving Borrowing in accordance with Section 2.8.

            "Interest Payment Date" means (a) with respect to any ABR Loan
      (other than a Swingline Loan), the last day of each March, June, September
      and December, (b) with respect to any Eurodollar Loan, the last day of the
      Interest Period applicable to the Borrowing of which such Loan is a part
      and, in the case of a Eurodollar Borrowing with an Interest Period of more
      than three months' duration, each day prior to the last day of such
      Interest Period that occurs at intervals of three months' duration after
      the first day of such Interest Period, and (c) with respect to any
      Swingline Loan, the day that such Loan is required to be repaid.

            "Interest Period" means, (a) with respect to Eurodollar Loans, a
      period of one, two, three or six months' duration, as the Borrower may
      elect, commencing, in each case, on the date of the borrowing (including
      continuations and conversions thereof) and (b) with respect to

                                       12

<PAGE>

      Index Rate Swingline Loans, a period beginning on the date of advance and
      ending on the date specified in the applicable Swingline Loan Request,
      which shall be between one and seven Business Days in duration; provided,
      however, that (i) if any Interest Period would end on a day which is not a
      Business Day, such Interest Period shall be extended to the next
      succeeding Business Day (except that where the next succeeding Business
      Day falls in the next succeeding calendar month, such Interest Period
      shall end on the next preceding Business Day), (ii) no Interest Period
      shall extend beyond the Maturity Date, and (iii) with respect to
      Eurodollar Loans, where an Interest Period begins on a day for which there
      is no numerically corresponding day in the calendar month in which the
      Interest Period is to end, such Interest Period shall end on the last
      Business Day of such calendar month.

            "Investment" in any Person means (a) the acquisition (whether for
      cash, property, services, assumption of Indebtedness, securities or
      otherwise) of assets (other than assets acquired in the ordinary course of
      business), shares of Capital Stock, bonds, notes, debentures, joint
      venture, partnership or other ownership interests or other securities of
      such other Person or (b) any deposit with, or advance, loan or other
      extension of credit to, such Person (other than deposits made in
      connection with the purchase of equipment or other assets in the ordinary
      course of business) or (c) any other capital contribution to or investment
      in such Person.

            "Issuance Date" means, with respect to a Facility LC, the date on
      which such Facility LC is issued.

            "Issuing Bank" means each of JPMorgan Chase Bank and such other
      Lender selected by the Borrower with the approval of the Administrative
      Agent (which approval shall not be unreasonably withheld), to issue such
      Facility LC, provided such other Lender consents to act in such capacity.
      The Lenders that have issued the Existing Facility LCs have been selected
      and approved as Issuing Banks.

            "JPMorgan Chase Bank" means JPMorgan Chase Bank, N.A. in its
      individual capacity and its successors and assigns.

            "LC Disbursement" means a payment made by an Issuing Bank pursuant
      to a Facility LC.

            "LC Exposure" means, at any time, the sum of (a) the aggregate
      undrawn amount of all outstanding Facility LCs at such time plus (b) the
      aggregate amount of all LC Disbursements that have not yet been reimbursed
      by or on behalf of the Borrower, by a Borrowing or otherwise, at such
      time. The LC Exposure of any Lender at any time shall equal its Pro Rata
      Share of the total LC Exposure at such time.

            "Lender" means any of the Persons identified as a "Lender" on the
      signature pages hereto, and any assignee which may become a Lender by way
      of assignment in accordance with the terms hereof or by Commitment and
      Acceptance in accordance with the terms hereof, together with their
      successors and permitted assigns.

            "Letter of Credit" of a Person means a letter of credit or similar
      instrument which is issued upon the application of such Person or upon
      which such Person is an account party or for which such Person is in any
      way liable.

                                       13

<PAGE>

            "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
      Interest Period, the rate appearing on Telerate Page 3750 (formerly the
      Dow Jones Market Service) (or on any successor or substitute page of such
      Service, or any successor to or substitute for such Service, providing
      rate quotations comparable to those currently provided on such page of
      such Service, as determined by the Administrative Agent from time to time
      for purposes of providing quotations of interest rates applicable to
      dollar deposits in the London interbank market) at approximately 11:00
      a.m., London time, two Business Days prior to the commencement of such
      Interest Period, as the rate for dollar deposits with a maturity
      comparable to such Interest Period. In the event that such rate is not
      available at such time for any reason, then the "LIBO Rate" with respect
      to such Eurodollar Borrowing for such Interest Period shall be the rate at
      which dollar deposits of $5,000,000 and for a maturity comparable to such
      Interest Period are offered by the principal London office of the
      Administrative Agent in immediately available funds in the London
      interbank market at approximately 11:00 a.m., London time, two Business
      Days prior to the commencement of such Interest Period.

            "LIBOR Market Index Rate" means, for any day with respect to an
      Index Rate Swingline Loan, the applicable British Bankers' Association
      week LIBOR rate for deposits in U.S. Dollars having a maturity of one week
      as reported by any generally recognized financial information service as
      of 11:00 a.m. (London time) on such day, provided that, if no such British
      Bankers' Association LIBOR rate is available to the Administrative Agent,
      the applicable LIBOR Market Index Rate shall instead be the rate
      determined by the Administrative Agent to be the rate at which JPMorgan
      Chase Bank or one of its Affiliate banks offers to place deposits in U.S.
      Dollars with first class banks in the London interbank market at
      approximately 11:00 a.m. (London time) on such day, in the approximate
      amount of the applicable Index Rate Swingline Loan and having a maturity
      of one week.

            "Lien" means any mortgage, pledge, hypothecation, assignment,
      deposit arrangement, security interest, encumbrance, lien (statutory or
      otherwise), preference, priority or charge of any kind, including, without
      limitation, any agreement to give any of the foregoing, any conditional
      sale or other title retention agreement, and any lease in the nature
      thereof.

            "Loan" or "Loans" means the Revolving Loans and the Swingline Loans
      (or a portion of any Revolving Loan or Swingline Loan), individually or
      collectively, as appropriate.

            "Material Adverse Effect" means a material adverse effect on (a) the
      business, assets, liabilities (actual or contingent), operations,
      condition (financial or otherwise) or prospects of the Credit Parties
      taken as a whole, (b) the ability of the Credit Parties taken as a whole
      to perform their obligations under this Credit Agreement or any of the
      other Credit Documents, or (c) the validity or enforceability of this
      Credit Agreement, any of the other Credit Documents, or the rights and
      remedies of the Lenders hereunder or thereunder taken as a whole.

            "Material Subsidiary" means any Domestic Subsidiary of the Borrower,
      now owned or hereafter acquired, that has assets with a fair market value
      of $10,000,000 or greater other than as set forth in clauses (a), (b), (c)
      and (d) below; provided that in no event may there exist Domestic
      Subsidiaries of the Borrower (other than the Excluded Subsidiaries) that
      have assets, in the aggregate, with a fair market value in excess of
      $50,000,000 that are not Guarantors hereunder. For purposes of this
      definition, the following Subsidiaries (collectively, the

                                       14

<PAGE>

      "Excluded Subsidiaries") shall not be considered Material Subsidiaries:
      (a) Pulte Mortgage LLC; (b) First Heights Holdings Corp.; (c) North
      American Builders Indemnity Company; (d) Subsidiaries the investment in
      which was made as permitted by clause (f) of the definition of Permitted
      Investments; (e) any Subsidiary formed for the specific purpose of (i)
      acquiring mortgages or other assets from a Credit Party, for cash or Cash
      Equivalents and at a value which is comparable to that which would be
      obtained for such assets on an arm's length transaction and (ii) entering
      into a securitization program (or similar transaction or series of
      transactions) with respect to the acquired assets; provided that the sole
      recourse of such Subsidiary's creditors is the assets of such Subsidiary
      or another Person that is not a Credit Party; and (f) a Domestic
      Subsidiary whose sole asset is the ownership of a foreign entity or assets
      of a foreign entity; provided that the investment in any such Subsidiary
      subsequent to the Closing Date must be a Permitted Investment.

            "Maturity Date" means October 30, 2010, as such date may be extended
      in accordance with the terms of Section 2.20 (other than with respect to
      the Commitments and Loans of any Refusing Lender, in which case the
      applicable Maturity Date for such Commitments and Loans shall be the RL
      Maturity Date).

            "Maximum Commitment Limit" means Two Billion Two Hundred Fifty
      Million Dollars ($2,250,000,000), less the amount of any reductions of the
      Aggregate Commitment effected pursuant to Section 2.9(b).

            "Modify" and "Modification" are defined in Section 2.6(a).

            "Moody's" means Moody's Investors Service, Inc., or any successor or
      assignee of the business of such company in the business of rating
      securities.

            "Mortgage Banking Subsidiaries" means Pulte Mortgage LLC and any
      other Subsidiary of the Borrower engaged primarily in the mortgage banking
      business.

            "Multiemployer Plan" means a Plan covered by Title IV of ERISA which
      is a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of
      ERISA.

            "Multiple Employer Plan" means a Plan covered by Title IV of ERISA,
      other than a Multiemployer Plan, with respect to which any Credit Party or
      any of its Subsidiaries or any ERISA Affiliate and at least one employer
      other than a Credit Party or any of its Subsidiaries or any ERISA
      Affiliate are contributing sponsors.

            "Net Income" means, with respect to any Person for any period, the
      net income after taxes of such Person for such period, as determined in
      accordance with GAAP.

            "New Lender" means a Lender or an assignee, in each case approved by
      the Borrower and the Administrative Agent, that agrees to become a Lender,
      or to increase its Commitment, pursuant to Section 2.5.

            "Non-Recourse Land Financing" means any Indebtedness of any Credit
      Party for which the owner of such Indebtedness has no recourse, directly
      or indirectly, to a Credit Party for the principal of, premium, if any,
      and interest on such Indebtedness, and for which a Credit Party is

                                       15

<PAGE>

      not, directly or indirectly, obligated or otherwise liable for the
      principal of, premium, if any, and interest on such Indebtedness, except
      pursuant to mortgages, deeds of trust or other security interests or other
      recourse obligations or liabilities in respect of specific land or other
      real property interests of a Credit Party; provided that recourse
      obligations or liabilities of a Credit Party solely for indemnities,
      covenants or breach of warranty, representation or covenant in respect of
      any Indebtedness will not prevent Indebtedness from being classified as
      Non-Recourse Land Financing.

            "Note" or "Notes" means the Revolving Notes and the Swingline Note,
      individually or collectively, as appropriate.

            "Original Credit Agreement" has the meaning set forth in the
      Recitals to this Credit Agreement.

            "Other Taxes" means any and all present or future stamp or
      documentary taxes or any other excise or property taxes, charges or
      similar levies arising from any payment made hereunder or from the
      execution, delivery or enforcement of, or otherwise with respect to, this
      Credit Agreement.

            "Participant" has the meaning set forth in Section 9.4.

            "Participation Interest" means the Extension of Credit by a Lender
      by way of a participation in a Loan or Loans pursuant to Section 2.4(c) or
      Section 2.18(c).

            "Payment Guaranty" means, with respect to any Person, such Person's
      guaranty of the obligations of a joint venture to make principal payments
      of its Indebtedness, whether regularly scheduled or payable upon maturity
      by acceleration or otherwise, but shall not include a guaranty in which
      the payment obligations are limited to principal payments of the joint
      venture's Indebtedness required to be made solely to cure the joint
      venture's failure to maintain or satisfy a specified loan-to-value ratio
      or other financial covenant or condition with respect to the collateral
      that secures such Indebtedness of the joint venture.

            "PBGC" means the Pension Benefit Guaranty Corporation established
      pursuant to Subtitle A of Title IV of ERISA and any successor thereto.

            "Permitted Holder" means (i) William J. Pulte, (ii) any of his
      Affiliates, parents, spouse, descendants and spouses of descendants or
      (iii) any trusts or other entities controlled by Mr. Pulte and his
      respective estates, heirs, administrators or personal representatives.

            "Permitted Investments" means Investments which are (a) cash or Cash
      Equivalents, (b) accounts receivable created, acquired or made in the
      ordinary course of business and payable or dischargeable in accordance
      with customary trade terms, (c) inventory, raw materials and general
      intangibles acquired in the ordinary course of business, (d) Investments
      by a Credit Party in another Credit Party, (e) loans to directors,
      officers, employees, agents, customers or suppliers in the ordinary course
      of business, including the financing to purchasers of homes and other
      residential properties from a Credit Party, not to exceed, in the
      aggregate, $10,000,000 at any one time, (f) Investments in international
      home building and related ventures (whether in joint ventures or
      otherwise) not to exceed $200,000,000 during the term of

                                       16

<PAGE>

      this Credit Agreement, (g) Investments in Mortgage Banking Subsidiaries in
      an amount not to exceed at any one time the sum of (i) $155,000,000 plus
      (ii) amounts (net of applicable taxes) received by the Credit Parties from
      any Mortgage Banking Subsidiaries, as a dividend, subsequent to the
      Closing Date, (h) acquisitions of mortgages from any Mortgage Banking
      Subsidiaries at market or better than market terms for similar types of
      loans, (i) Investments in Capital Expenditures, (j) Investments in First
      Heights Holding Corp. and North America Builders Indemnity Company, or (k)
      other Investments not included under clauses (a) through (j) above
      (including Investments in joint ventures) which do not, in the aggregate,
      exceed 25% of Tangible Net Worth at any one time.

            "Permitted Liens" means (a) Liens securing Credit Party Obligations;
      (b) Liens for taxes not yet due or due but not yet delinquent or Liens for
      taxes being contested in good faith by appropriate proceedings for which
      adequate reserves determined in accordance with GAAP have been established
      (and as to which the property subject to any such Lien is not yet subject
      to foreclosure, sale or loss on account thereof); (c) Liens in respect of
      property imposed by law arising in the ordinary course of business such as
      materialmen's, mechanics', warehousemen's, carrier's, landlords' and other
      nonconsensual statutory Liens which are not yet due and payable or which
      are being contested in good faith by appropriate proceedings for which
      adequate reserves determined in accordance with GAAP have been established
      (and as to which the property subject to any such Lien is not yet subject
      to foreclosure, sale or loss on account thereof); (d) pledges or deposits
      made in the ordinary course of business to secure payment of worker's
      compensation insurance, unemployment insurance, pensions or social
      security programs; (e) Liens arising from good faith deposits in
      connection with or to secure performance of tenders, bids, leases,
      government contracts, performance and return-of-money bonds and other
      similar obligations incurred in the ordinary course of business (other
      than obligations in respect of the payment of borrowed money); (f) Liens
      arising from good faith deposits in connection with or to secure
      performance of statutory obligations and surety and appeal bonds; (g)
      easements, rights-of-way, restrictions (including zoning restrictions),
      matters of plat, minor defects or irregularities in title and other
      similar charges or encumbrances not, in any material respect, impairing
      the use of the encumbered property for its intended purposes; (h) judgment
      Liens that would not constitute an Event of Default; (i) Liens in
      connection with Capital Leases and Liens securing Indebtedness permitted
      by Section 6.1(g) and (i); (j) Liens arising by virtue of any statutory or
      common law provision relating to banker's liens, rights of setoff or
      similar rights as to deposit accounts or other funds maintained with a
      creditor depository institution; (k) Liens existing on the Closing Date
      and identified on Schedule 1.1(c); (l) mortgage Liens granted to secure
      Indebtedness of a Credit Party to a REIT that is permitted under Section
      6.1(h), so long as such mortgage Liens are unrecorded and unperfected; and
      (m) Liens granted to secure any Indebtedness permitted by Section 6.1(b);
      provided that (i) no such Lien shall extend to any property other than the
      property subject thereto on the Closing Date and (ii) the principal amount
      of the Indebtedness secured by such Liens shall not be increased from that
      existing as of the Closing Date (as such Indebtedness has been amortized
      subsequent to the Closing Date).

            "Person" means any individual, partnership, joint venture, firm,
      corporation, limited liability company, association, trust or other
      enterprise (whether or not incorporated), or any Governmental Authority.

                                       17

<PAGE>

            "Plan" means any employee benefit plan (as defined in Section 3(3)
      of ERISA) which is covered by ERISA and with respect to which any Credit
      Party or any of its Subsidiaries or any ERISA Affiliate is (or, if such
      plan were terminated at such time, would under Section 4069 of ERISA be
      deemed to be) an "employer" within the meaning of Section 3(5) of ERISA.

            "Prime Rate" means the rate of interest per annum publicly announced
      from time to time by JPMorgan Chase Bank as its prime rate in effect at
      its principal office in New York City; each change in the Prime Rate shall
      be effective from and including the date such change is publicly announced
      as being effective.

            "Pro Rata Share" means, as to any Lender at any time, the ratio of
      (a) such Lender's Commitment to (b) the Aggregate Commitment, as such
      percentage may be increased, reduced or modified at any time or from time
      to time pursuant to the terms hereof.

            "Qualified Subordinated Debt" means Subordinated Debt issued by the
      Credit Parties, which (i) matures on or after the first anniversary of the
      Maturity Date (and reduced, for purposes of this definition, by any
      principal amortization payments of such Subordinated Debt payable prior to
      the Maturity Date) and (ii) is in an aggregate amount not to exceed
      $300,000,000.

            "Quarterly Payment Date" has the meaning set forth in Section
      2.12(e).

            "Real Properties" means such real properties as the Credit Parties
      may own or lease (as lessee or sublessee) from third parties from time to
      time.

            "Refusing Lender" has the meaning set forth in Section 2.20(a).

            "Register" has the meaning set forth in Section 9.4.

            "Regulation A, D, O, T, U, or X" means Regulation A, D, O, T, U or
      X, respectively, of the Board of Governors of the Federal Reserve System
      as from time to time in effect and any successor to all or a portion
      thereof.

            "Reimbursement Obligations" means, at any time, the aggregate of all
      obligations of the Borrower then outstanding under Section 2.6(e) to
      reimburse the Issuing Banks for amounts paid by the Issuing Banks in
      respect of any one or more drawings under Facility LCs.

            "REIT" means Asset Seven Corp., Pulte Realty Corporation and any
      other Subsidiary of the Borrower that properly elects to be taxed as a
      real estate investment trust under Section 856(c) of the Code.

            "Related Parties" means, with respect to any specified Person, such
      Person's Affiliates and the respective directors, officers, employees,
      agents and advisors of such Person and such Person's Affiliates.

            "Reportable Event" means a "reportable event" as defined in Section
      4043 of ERISA with respect to which the notice requirements to the PBGC
      have not been waived.

                                       18

<PAGE>

            "Required Lenders" means Lenders whose aggregate Revolving Credit
      Exposure (as hereinafter defined) constitutes at least 66-2/3% of the
      Revolving Credit Exposure of all Lenders at such time; provided, however,
      that if any Lender shall be a Defaulting Lender at such time then there
      shall be excluded from the determination of Required Lenders the aggregate
      principal amount of the Revolving Credit Exposure of such Lender at such
      time.

            "Requirement of Law" means, as to any Person, the articles or
      certificate of incorporation and by-laws or other organizational or
      governing documents of such Person, and any law, treaty, rule or
      regulation or final, non-appealable determination of an arbitrator or a
      court or other Governmental Authority, in each case applicable to or
      binding upon such Person or to which any of its material property is
      subject.

            "Revolving Credit Exposure" means, with respect to any Lender at any
      time, the sum of the outstanding principal amount of such Lender's
      Revolving Loans and its LC Exposure and Swingline Exposure at such time.

            "Revolving Loan" means a Loan made to the Borrower by the Lenders
      pursuant to Section 2.1.

            "Revolving Note" or "Revolving Notes" means the promissory notes of
      the Borrower in favor of each of the Lenders evidencing the Revolving
      Loans provided pursuant to Section 2.1, individually or collectively, as
      appropriate, as such promissory notes may be amended, modified,
      supplemented, extended, renewed or replaced from time to time and as
      evidenced in the form of Exhibit 2.10(e).

            "RL Maturity Date" has the meaning set forth in Section 2.20(a).

            "S&P" means Standard & Poor's Ratings Services, a division of The
      McGraw-Hill Companies, or any successor or assignee of the business of
      such division in the business of rating securities.

            "Sale and Leaseback Transaction" means a sale or transfer made by a
      Credit Party (except a sale or transfer made from one Credit Party to
      another Credit Party) of any property which is either (a) a manufacturing
      plant, warehouse, office building or model home whose book value
      constitutes 1% or more of Consolidated Net Tangible Assets as of the date
      of determination or (b) any property which is not a manufacturing plant,
      warehouse, office building or model home whose book value constitutes 5%
      or more of Consolidated Net Tangible Assets as of the date of
      determination, if such sale or transfer is made with the intention of
      leasing, or as part of an arrangement involving the lease of, such
      property to the Borrower or a Material Subsidiary.

            "Securities Act" means the Securities Act of 1933, as amended, and
      the rules and regulations promulgated thereunder.

            "Senior Debt Rating" means, at any date, the second highest of the
      ratings of the Borrower's long-term unsecured senior debt by Moody's, S&P
      and Fitch. If at any time neither Moody's nor S&P issues a rating of the
      Borrower's long-term unsecured senior debt, no Senior Debt Rating shall
      exist.

                                       19

<PAGE>

            "Single Employer Plan" means any Plan which is covered by Title IV
      of ERISA, but which is not a Multiemployer Plan.

            "Solvent" means, with respect to each Credit Party as of a
      particular date, that on such date (a) such Credit Party is able to pay
      its debts and other liabilities, contingent obligations and other
      commitments as they mature in the normal course of business, (b) such
      Credit Party does not intend to, and does not believe that it will, incur
      debts or liabilities beyond such Credit Party's ability to pay as such
      debts and liabilities mature in their ordinary course, (c) such Credit
      Party is not engaged in a business or a transaction, and is not about to
      engage in a business or a transaction, for which such Credit Party's
      assets would constitute unreasonably small capital after giving due
      consideration to the prevailing practice in the industry in which such
      Credit Party is engaged or is to engage, (d) the fair value of the assets
      of such Credit Party is greater than the total amount of liabilities
      (excluding (i) Letters of Credit and surety bonds issued in the normal
      course of business in connection with such Credit Party's development
      activities and (ii) intercompany indebtedness owed to other Credit
      Parties), including, without limitation, contingent liabilities of such
      Credit Party and (e) the present fair saleable value of the assets of such
      Credit Party is not less than the amount that will be required to pay the
      probable liability of such Credit Party on its debts as they become
      absolute and matured. In computing the amount of contingent liabilities at
      any time, it is intended that such liabilities will be computed at the
      amount which, in light of all the facts and circumstances existing at such
      time, represents the amount that can reasonably be expected to become an
      actual or matured liability.

            "Statutory Reserve Rate" means a fraction (expressed as a decimal),
      the numerator of which is the number one and the denominator of which is
      the number one minus the aggregate of the maximum reserve percentages
      (including any marginal, special, emergency or supplemental reserves)
      expressed as a decimal established by the Board to which the
      Administrative Agent is subject (a) with respect to the Base CD Rate, for
      new negotiable nonpersonal time deposits in dollars of over $100,000 with
      maturities approximately equal to three months and (b) with respect to the
      Adjusted LIBO Rate, for eurocurrency funding (currently referred to as
      "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
      percentages shall include those imposed pursuant to such Regulation D.
      Eurodollar Loans shall be deemed to constitute eurocurrency funding and to
      be subject to such reserve requirements without benefit of or credit for
      proration, exemptions or offsets that may be available from time to time
      to any Lender under such Regulation D or any comparable regulation. The
      Statutory Reserve Rate shall be adjusted automatically on and as of the
      effective date of any change in any reserve percentage.

            "Subordinated Debt" means any Indebtedness incurred by a Credit
      Party that is subordinated in full to the Credit Party Obligations on
      subordination terms acceptable to the Administrative Agent.

            "Subsidiary" means, as to any Person, (a) any corporation more than
      50% of whose stock of any class or classes having by the terms thereof
      ordinary voting power to elect a majority of the directors of such
      corporation (irrespective of whether or not at the time, any class or
      classes of such corporation shall have or might have voting power by
      reason of the happening of any contingency) is at the time owned by such
      Person directly or indirectly

                                       20

<PAGE>

      through Subsidiaries and (b) any partnership, association, joint venture,
      limited liability company or other entity in which such person directly or
      indirectly through Subsidiaries has more than a 50% equity interest at any
      time.

            "Supplemental Guaranty" means any Supplemental Guaranty (in the form
      of Exhibit A to the form of Guaranty attached hereto as Exhibit 1.2)
      executed and delivered by a REIT or a Material Subsidiary of the Borrower
      after the Closing Date.

            "Swingline Commitment" means, with respect to the Swingline Lender,
      the commitment of the Swingline Lender to make Swingline Loans available
      to the Borrower in the principal amount of up to Fifty Million Dollars
      ($50,000,000).

            "Swingline Exposure" means, at any time, the aggregate principal
      amount of all Swingline Loans outstanding at such time. The Swingline
      Exposure of any Lender at any time shall be its Pro Rata Share of the
      total Swingline Exposure at such time.

            "Swingline Lender" means JPMorgan Chase Bank.

            "Swingline Loan Request" means a request by the Borrower for a
      Swingline Loan pursuant to and in accordance with Section 2.4(b).

            "Swingline Loans" means the loans made by the Swingline Lender
      pursuant to Section 2.4.

            "Swingline Note" means the promissory note of the Borrower in favor
      of the Swingline Lender in the form of Exhibit 2.4(e) evidencing the
      Swingline Loans, as such promissory note may be amended, modified,
      supplemented, extended, renewed or replaced from time to time.

            "Tangible Net Worth" means, as of any date, shareholders' equity or
      net worth of the Borrower, as determined in accordance with GAAP minus (i)
      intangibles (as determined in accordance with GAAP) and (ii) Investments
      described in clause (f) of the definition of Permitted Investments.

            "Taxes" means any and all present or future taxes, levies, imposts,
      duties, deductions, charges or withholdings imposed by any Governmental
      Authority.

            "Termination Event" means (a) with respect to any Plan, the
      occurrence of a Reportable Event or the substantial cessation of
      operations (within the meaning of Section 4062(e) of ERISA); (b) the
      withdrawal of any Credit Party or any of its Subsidiaries or any ERISA
      Affiliate from a Multiple Employer Plan during a plan year in which it was
      a substantial employer (as such term is defined in Section 4001(a)(2) of
      ERISA), or the termination of a Multiple Employer Plan; (c) the
      distribution of a notice of intent to terminate or the actual termination
      of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (d) the
      institution of proceedings to terminate or the actual termination of a
      Plan by the PBGC under Section 4042 of ERISA; (e) any event or condition
      which might reasonably constitute grounds under Section 4042 of ERISA for
      the termination of, or the appointment of a trustee to administer, any
      Plan; (f) the complete or partial withdrawal of any Credit Party or any of
      its Subsidiaries or any

                                       21

<PAGE>

      ERISA Affiliate from a Multiemployer Plan; or (g) the adoption of an
      amendment to any Plan requiring the provision of security to such Plan
      pursuant to Section 307 of ERISA.

            "Three-Month Secondary CD Rate" means, for any day, the secondary
      market rate for three-month certificates of deposit reported as being in
      effect on such day (or, if such day is not a Business Day, the next
      preceding Business Day) by the Board through the public information
      telephone line of the Federal Reserve Bank of New York (which rate will,
      under the current practices of the Board, be published in Federal Reserve
      Statistical Release H.15(519) during the week following such day) or, if
      such rate is not so reported on such day or such next preceding Business
      Day, the average of the secondary market quotations for three-month
      certificates of deposit of major money center banks in New York City
      received at approximately 10:00 a.m. on such day (or, if such day is not a
      Business Day, on the next preceding Business Day) by the Administrative
      Agent from three negotiable certificate of deposit dealers of recognized
      standing selected by it.

            "Type", when used in reference to any Loan or Borrowing, refers to
      whether the rate of interest on such Loan, or on the Loans comprising such
      Borrowing, is determined by reference to the Adjusted LIBO Rate or the
      Alternate Base Rate.

            "Unused Aggregate Commitment" means, for any period beginning on or
      after the Closing Date and ending on or before the Maturity Date, the
      daily average for such period of the amount by which (a) the Aggregate
      Commitment exceeds (b) the aggregate Revolving Credit Exposure of all
      Lenders.

            "Upfront Fees" means the fees payable to the Lenders pursuant to
      Section 2.12(d).

            "Voting Stock" of a corporation means all classes of the Capital
      Stock of such corporation then outstanding and normally entitled to vote
      in the election of directors.

      1.2 CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving
Loan" or "Swingline Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan" or "ABR Swingline Loan").
Borrowings also may be classified and referred to by Class (e.g., a "Revolving
Borrowing") or by Type (e.g., a "Eurodollar Borrowing") or by Class and Type
(e.g., a "Eurodollar Revolving Borrowing").

      1.3 COMPUTATION OF TIME PERIODS AND OTHER DEFINITIONAL PROVISIONS.

      For purposes of computation of periods of time hereunder, the word "from"
means "from and including" and the words "to" and "until" each mean "to but
excluding." References in this Credit Agreement to "Articles", "Sections",
"Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits
of or to this Credit Agreement unless otherwise specifically provided.

      1.4 ACCOUNTING TERMS.

      Except as otherwise expressly provided herein, all accounting terms used
herein shall be interpreted, and all financial statements and certificates and
reports as to financial matters required to

                                       22

<PAGE>

be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP
applied on a consistent basis. All calculations made for the purposes of
determining compliance with this Credit Agreement shall (except as otherwise
expressly provided herein) be made by application of GAAP applied on a basis
consistent with the most recent annual or quarterly financial statements
delivered pursuant to Section 5.1 (or, prior to the delivery of the first
financial statements pursuant to Section 5.1, consistent with the financial
statements described in Section 3.1(a)); provided, however, if (a) the Borrower
shall object to determining such compliance on such basis at the time of
delivery of such financial statements due to any change in GAAP or the rules
promulgated with respect thereto or (b) the Administrative Agent or the Required
Lenders shall so object in writing within 30 days after delivery of such
financial statements, then such calculations shall be made on a basis consistent
with GAAP as in effect as of the date of the most recent financial statements
delivered by the Borrower to the Lenders to which no such objection shall have
been made.

      1.5 TIME.

      All references to time herein shall be references to Eastern Standard Time
or Eastern Daylight Savings Time, as the case may be, unless specified
otherwise.

                                   ARTICLE II

                                CREDIT FACILITIES

      2.1 COMMITMENTS. Subject to the terms and conditions set forth herein,
each Lender agrees to make Revolving Loans to the Borrower from time to time
during the Availability Period in an aggregate principal amount that will not
result in such Lender's Revolving Credit Exposure exceeding such Lender's
Commitment. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

      2.2 LOANS AND BORROWINGS.

            (a) Each Revolving Loan shall be made as part of a Borrowing
      consisting of Revolving Loans made by the Lenders ratably in accordance
      with their respective Commitments. The failure of any Lender to make any
      Loan required to be made by it shall not relieve any other Lender of its
      obligations hereunder; provided that the Commitments of the Lenders are
      several and no Lender shall be responsible for any other Lender's failure
      to make Loans as required.

            (b) Subject to Section 2.14, each Revolving Borrowing shall be
      comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may
      request in accordance herewith. Each Swingline Loan shall be an ABR Loan
      or an Index Rate Swingline Loan. Each Lender at its option may make any
      Eurodollar Loan by causing any domestic or foreign branch or Affiliate of
      such Lender to make such Loan; provided that any exercise of such option
      shall not affect the obligation of the Borrower to repay such Loan in
      accordance with the terms of this Credit Agreement.

            (c) At the commencement of each Interest Period for any Eurodollar
      Revolving Borrowing, such Borrowing shall be in an aggregate amount that
      is an integral multiple of

                                       23
<PAGE>

      $1,000,000 and not less than $5,000,000. At the time that each ABR
      Revolving Borrowing is made, such Borrowing shall be in an aggregate
      amount that is an integral multiple of $100,000 and not less than
      $1,000,000; provided that an ABR Revolving Borrowing may be in an
      aggregate amount that is equal to the entire unused balance of the total
      Commitments or that is required to finance the reimbursement of an LC
      Disbursement as contemplated by Section 2.6(e). Revolving Borrowings of
      more than one Type may be outstanding at the same time; provided, that
      there shall not at an time be more than a total of fifteen (15) Eurodollar
      Revolving Borrowings outstanding.

            (d) Notwithstanding any other provision of this Credit Agreement,
      the Borrower shall not be entitled to request, or to elect to convert or
      continue, any Borrowing if the Interest Period requested with respect
      thereto would end after the Maturity Date or, if requested prior to an RL
      Maturity Date, would end after such RL Maturity Date.

      2.3 REQUESTS FOR REVOLVING BORROWINGS. To request a Revolving Borrowing,
the Borrower shall notify the Administrative Agent of such request by telephone
(a) in the case of a Eurodollar Borrowing, not later than noon three Business
Days before the date of the proposed Borrowing or (b) in the case of an ABR
Borrowing, not later than noon on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.2:

            (i) the aggregate amount of the requested Borrowing;

            (ii) the date of such Borrowing, which shall be a Business Day;

            (iii) whether such Borrowing is to be an ABR Borrowing or a
            Eurodollar Borrowing;

            (iv) in the case of a Eurodollar Borrowing, the initial Interest
            Period to be applicable thereto, which shall be a period
            contemplated by the definition of the term "Interest Period"; and

            (v) the location and number of the Borrower's account to which funds
            are to be disbursed, which shall comply with the requirements of
            Section 2.7.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the Borrower shall be deemed to have selected an Interest Period of one month's
duration. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

      2.4 SWINGLINE LOANS SUBFACILITY.

                                       24

<PAGE>

            (a) Swingline Loans. The Swingline Lender hereby agrees, on the
      terms and subject to the conditions set forth herein and in the other
      Credit Documents, to make revolving loans to the Borrower, in Dollars, at
      any time and from time to time during the Availability Period (each such
      loan, a "Swingline Loan" and collectively, the "Swingline Loans");
      provided that (i) the aggregate principal amount of the Swingline Loans
      outstanding at any one time shall not exceed the Swingline Commitment, and
      (ii) the aggregate Revolving Credit Exposure of all Lenders shall not
      exceed the Aggregate Commitment. Prior to the Maturity Date, Swingline
      Loans may be repaid and reborrowed by the Borrower in accordance with the
      provisions hereof.

            (b) Method of Borrowing and Funding Swingline Loans. By no later
      than 2:00 p.m. on the date of the requested borrowing of Swingline Loans,
      the Borrower shall provide telephonic notice to the Swingline Lender,
      followed promptly by a written Swingline Loan Request (which may be
      submitted via telecopy), each of such telephonic notice and such written
      Swingline Loan Request setting forth (i) the amount of the requested
      Swingline Loan (which shall not be less than $100,000 and in integral
      multiples of $50,000 in excess thereof), (ii) the date of the requested
      Swingline Loan, (iii) certification that the Borrower has complied in all
      respects with Section 3.2 and, to the extent that the Swingline Loan
      requested is the initial Extension of Credit, Section 3.1 and (iv) whether
      such Swingline Loan is to be an ABR Loan or an Index Rate Swingline Loan
      and, if such Swingline Loan is to be an Index Rate Swingline Loan, the
      applicable Interest Period. If the Borrower has requested an Index Rate
      Swingline Loan, the Swingline Lender shall provide to the Borrower no
      later than 2:30 p.m. on the date of such request the Adjusted LIBOR Market
      Index Rate. The Borrower shall notify the Swingline Lender by 3:00 p.m. on
      such date whether it wishes to accept the Adjusted LIBOR Market Index
      Rate. Failure of the Borrower to timely accept the Adjusted LIBOR Market
      Index Rate shall make the request for the Adjusted LIBOR Market Index Rate
      void, and such Swingline Loan shall be made as an ABR Loan. The Swingline
      Lender shall initiate the transfer of funds representing the Swingline
      Loan advance to the Borrower by 4:00 p.m. on the Business Day of the
      requested borrowing.

            (c) Repayment and Participations of Swingline Loans. The Borrower
      agrees to repay all ABR Swingline Loans within one Business Day of demand
      therefor by the Swingline Lender and all Swingline Loans that are Index
      Rate Swingline Loans at the end of the applicable Interest Period;
      provided that each Swingline Loan shall be repaid within seven Business
      Days from the date of advance but not later than the Maturity Date. Each
      repayment of a Swingline Loan may be accomplished by requesting Revolving
      Loans, which request is not subject to the conditions set forth in Section
      3.2. In the event that the Borrower shall fail to timely repay any
      Swingline Loan, and in any event upon (i) the request of the Swingline
      Lender, (ii) the occurrence of an Event of Default described in Section
      7.1(f) or (iii) the acceleration of any Loan or termination of any
      Commitment pursuant to Section 7.2, each other Lender shall irrevocably
      and unconditionally purchase from the Swingline Lender, without recourse
      or warranty, an undivided interest and participation in such Swingline
      Loan in an amount equal to such other Lender's Pro Rata Share thereof, by
      directly purchasing a participation in such Swingline Loan in such amount
      (regardless of whether the conditions precedent thereto set forth in
      Section 3.2 hereof are then satisfied (provided the Swingline Lender
      believed in good faith that the conditions precedent set forth in Section
      3.2 were satisfied at the time of funding of such Swingline Loan), whether
      or not the Borrower has

                                       25

<PAGE>

      submitted a Borrowing Request and whether or not the Commitments are then
      in effect, any Event of Default exists or all the Loans have been
      accelerated) and paying the proceeds thereof to the Swingline Lender at
      its address specified in or pursuant to Section 9.1, in Dollars and in
      immediately available funds. If such amount is not in fact made available
      to the Swingline Lender by any Lender, the Swingline Lender shall be
      entitled to recover such amount on demand from such Lender, together with
      accrued interest thereon (to the extent the Borrower fails to pay accrued
      interest with respect to such amount) for each day from the date of demand
      thereof, at the Federal Funds Effective Rate. If such Lender does not pay
      such amount forthwith upon the Swingline Lender's demand therefore, and
      until such time as such Lender makes the required payment, the Swingline
      Lender shall be deemed to continue to have outstanding Swingline Loans in
      the amount of such unpaid participation obligation for all purposes of the
      Credit Documents other than those provisions requiring the other Lenders
      to purchase a participation therein. Further, such Lender shall be deemed
      to have assigned any and all payments made of principal and interest on
      its Loans, and any other amounts due to it hereunder to the Swingline
      Lender to fund Swingline Loans in the amount of the participation in
      Swingline Loans that such Lender failed to purchase pursuant to this
      Section 2.4(c) until such amount has been purchased (as a result of such
      assignment or otherwise). On the date the Lenders are required to purchase
      participations in outstanding Swingline Loans pursuant to this Section
      2.4(c), the outstanding principal amount, including the Swingline Lender's
      Pro Rata Share, of such Swingline Loans shall be deemed to be an ABR
      Revolving Loan.

            (d) Interest on Swingline Loans. Subject to the provisions of
      Section 2.13, each Swingline Loan shall bear interest at a per annum rate
      equal to the Alternate Base Rate or the Adjusted LIBOR Market Index Rate,
      as applicable.

            (e) Swingline Note. The Swingline Loans shall be evidenced by a duly
      executed promissory note of the Borrower to the Swingline Lender in the
      original principal amount of the Swingline Commitment and in substantially
      the form of Exhibit 2.4(e).

      2.5 INCREASE OF AGGREGATE COMMITMENT.

            (a) Request for Increase. The Borrower may, at any time and from
      time to time, request, by notice to the Administrative Agent, the
      Administrative Agent's approval of an increase of the Aggregate Commitment
      ("Facility Increase"), within the limitations hereafter described, which
      request shall set forth the amount of each such requested Facility
      Increase. The Administrative Agent's approval of such request shall not be
      unreasonably withheld. Within twenty (20) days of such request, the
      Administrative Agent shall advise the Borrower of its approval or
      disapproval of such request; failure to so advise the Borrower shall
      constitute approval. If the Administrative Agent approves any such
      Facility Increase, then the Aggregate Commitment may be so increased (up
      to the amount of such approved Facility Increase, in the aggregate) by
      having one or more New Lenders increase the amount of their then existing
      Commitments or become Lenders with a new Commitment hereunder, subject to
      and in accordance with the provisions of this Section 2.5. Any Facility
      Increase shall be subject to the following limitations and conditions: (A)
      any increase (in the aggregate) in the Aggregate Commitment and the amount
      (in the aggregate) of any new Commitment of any New Lender or the amount
      (in the aggregate) of any increase in the Commitment of any New Lender,
      shall (unless otherwise agreed by the Borrower and the Administrative
      Agent) not be less than

                                       26

<PAGE>

      $5,000,000 (and shall be in integral multiples of $1,000,000 if in excess
      thereof); (B) no Facility Increase shall increase the Aggregate Commitment
      to an amount in excess of the Maximum Commitment Limit; (C) the Borrower
      and each New Lender shall have executed and delivered a commitment and
      acceptance (the "Commitment and Acceptance") substantially in the form of
      Exhibit 2.5 hereto, and the Administrative Agent shall have accepted and
      executed the same; (D) the Borrower shall have executed and delivered to
      the Administrative Agent such Revolving Notes as the Administrative Agent
      shall require to effect such Facility Increase; (E) the Borrower shall
      have delivered to the Administrative Agent opinions of counsel
      (substantially similar to the forms of opinions delivered pursuant to
      Section 3.1(c), modified to apply to the Facility Increase and each
      Revolving Note and Commitment and Acceptance executed and delivered in
      connection therewith); (F) the Guarantors shall in writing have consented
      to the Facility Increase and have agreed that their Guaranties continue in
      full force and effect and also apply to the Facility Increase; and (G) the
      Borrower and each New Lender shall otherwise have executed and delivered
      such other instruments and documents as the Administrative Agent shall
      have reasonably requested in connection with such Facility Increase. The
      form and substance of the documents required under clauses (A) through (G)
      above shall be reasonably acceptable to the Administrative Agent. The
      Administrative Agent shall provide written notice to all of the Lenders
      hereunder of any Facility Increase.

            (b) Loans by New Lenders. Upon the effective date of any Facility
      Increase pursuant to the provisions hereof, which effective date shall be
      mutually agreed upon by the Borrower, each New Lender and the
      Administrative Agent, the Borrower shall repay all outstanding ABR Loans
      and reborrow an ABR Loan in a like amount from the Lenders (including the
      New Lenders), but such New Lenders shall not participate in any then
      outstanding Eurodollar Loan. If the Borrower shall at any time on or after
      such effective date convert or continue any Eurodollar Loan that was
      outstanding on such effective date, the Borrower shall be deemed to repay
      such Eurodollar Loan on the date of the conversion or continuation thereof
      and then to reborrow as a new Revolving Loan a like amount on such date so
      that each New Lender shall advance on such date the amount of its Pro Rata
      Share of such Revolving Loan. Such New Lender shall make its Pro Rata
      Share of all Revolving Loans made on or after such effective date and
      shall otherwise have all of the rights and obligations of a Lender
      hereunder on and after such effective date. To the extent any Eurodollar
      Loan is converted or continued after the effective date of an increase in
      the Aggregate Commitment and prior to the date on which such New Lender
      holds its Pro Rata Share of all Revolving Loans, the amount funded by such
      New Lender as its Pro Rata Share of such converted or continued Loan shall
      be paid ratably to the other Lenders such that all Lenders (including the
      New Lender) hold their Pro Rata Share of such converted or continued Loan.
      Notwithstanding the foregoing, upon the occurrence of an Event of Default
      prior to the date on which such New Lender is holding its Pro Rata Share
      of all outstanding Revolving Loans, such New Lender shall immediately (but
      not prior to such effective date) pay to the Administrative Agent (for the
      account of the other Lenders, to which the Administrative Agent shall pay
      their ratable shares thereof upon receipt) a sum equal to such New
      Lender's Pro Rata Share of each outstanding Eurodollar Loan with respect
      to which such New Lender does not then hold its Pro Rata Share; such
      payment by such New Lender shall constitute an ABR Loan by such New Lender
      hereunder.

                                       27

<PAGE>

            (c) New Lenders' Participation in Facility LCs. Upon the effective
      date of any increase in the Aggregate Commitment in accordance with the
      provisions of Section 2.5(b), each New Lender shall also be deemed to have
      irrevocably and unconditionally purchased and received, without recourse
      or warranty, from the Lenders party to this Credit Agreement immediately
      prior to the effective date of such increase, an undivided interest and
      participation in all Facility LCs and Reimbursement Obligations (if any)
      then outstanding, ratably, such that each Lender (including each New
      Lender) holds a participation interest in each Facility LC and all
      Reimbursement Obligations (if any) in proportion to the ratio that such
      Lender's Commitment (upon the effective date of such increase in the
      Aggregate Commitment) bears to the Aggregate Commitment as so increased.

            (d) No Obligation to Increase Commitment. Nothing contained herein
      shall constitute, or otherwise be deemed to be, a commitment or agreement
      on the part of the Borrower or the Administrative Agent to give or grant
      any Lender the right to increase any Commitment hereunder at any time or a
      commitment or agreement on the part of any Lender to increase its
      Commitment hereunder at any time, and no Commitment of a Lender shall be
      increased without its prior written approval.

      2.6 FACILITY LCS.

            (a) General. Subject to the terms and conditions set forth herein,
      the Borrower may request the issuance of Facility LCs for its own account,
      or may request an Issuing Bank to renew, extend, increase, decrease or
      otherwise modify a Facility LC ("Modify," and each such action, a
      "Modification"), in a form reasonably acceptable to the Administrative
      Agent and the Issuing Bank, at any time and from time to time not later
      than five (5) Business Days prior to the Maturity Date. Each Facility LC
      shall be issued in Dollar amounts. In the event of any inconsistency
      between the terms and conditions of this Credit Agreement and the terms
      and conditions of any form of any application for a Facility LC or other
      agreement submitted by the Borrower to, or entered into by the Borrower
      with, the Issuing Bank relating to any Facility LC (each, a "Facility LC
      Application"), the terms and conditions of this Credit Agreement shall
      control.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
      Conditions. To request the issuance of a Facility LC (or a Modification of
      an outstanding Facility LC), the Borrower shall hand deliver or telecopy
      (or transmit by electronic communication, if arrangements for doing so
      have been approved by the Issuing Bank) to the Issuing Bank (reasonably in
      advance of the requested date of issuance or Modification) a notice
      requesting the issuance of a Facility LC, or identifying the Facility LC
      to be Modified, and specifying the date of issuance or Modification (which
      shall be a Business Day), the date on which such Facility LC is to expire
      (which shall comply with paragraph (c) of this Section), the amount of
      such Facility LC, the name and address of the beneficiary thereof and such
      other information as shall be necessary to prepare, amend, renew or extend
      such Facility LC. If requested by the Issuing Bank, the Borrower also
      shall submit a Facility LC Application on the Issuing Bank's standard form
      in connection with any request for a Facility LC. A Facility LC shall be
      issued or Modified only if (and upon issuance or Modification of each
      Facility LC the Borrower shall be deemed to represent and warrant that),
      after giving effect to such issuance or Modification (i) the LC Exposure
      shall not exceed the Aggregate LC Commitment and (ii) the aggregate

                                       28

<PAGE>

      Revolving Credit Exposure of all Lenders shall not exceed the Aggregate
      Commitment. Upon receipt of a request for issuance (or increase) of a
      Facility LC, the Issuing Bank shall promptly (and in any event prior to
      the issuance (or increase) of such Facility LC) notify the Administrative
      Agent thereof, which notice may be given by fax or e-mail. The issuance or
      Modification by an Issuing Bank of any Facility LC shall, in addition to
      the conditions precedent set forth in Section 3.2 (the satisfaction of
      which the Issuing Bank shall have no duty to ascertain), be subject to the
      conditions precedent that the Issuing Bank shall have received
      confirmation (which may be given by fax or e-mail) from the Administrative
      Agent that the issuance (or Modification) of such Facility LC is in
      compliance with the limitations set forth above in this Section 2.6(b),
      which notice shall be given promptly by the Administrative Agent. Promptly
      following the Administrative Agent's receipt of notice of the issuance or
      Modification of a Facility LC, the Administrative Agent shall notify the
      Lenders, which notice may be by fax or e-mail.

            (c) Expiration Date. Each Facility LC shall expire not later than
      five Business Days prior to the Maturity Date.

            (d) Participations. By the issuance of a Facility LC (or
      Modification to a Facility LC increasing the amount thereof) and without
      any further action on the part of the Issuing Bank or the Lenders, the
      Issuing Bank hereby grants to each Lender, and each Lender hereby acquires
      from the Issuing Bank, a participation in such Facility LC (including, as
      of the Effective Date, each Existing Letter of Credit) equal to such
      Lender's Pro Rata Share of the aggregate amount available to be drawn
      under such Facility LC. In consideration and in furtherance of the
      foregoing, each Lender hereby absolutely and unconditionally agrees to pay
      to the Administrative Agent, for the account of the Issuing Bank, such
      Lender's Pro Rata Share of each LC Disbursement made by the Issuing Bank
      and not reimbursed by the Borrower on the date due as provided in
      paragraph (e) of this Section, or of any reimbursement payment required to
      be refunded to the Borrower for any reason. Each Lender acknowledges and
      agrees that its obligation to acquire participations pursuant to this
      paragraph in respect of Facility LCs is absolute and unconditional and
      shall not be affected by any circumstance whatsoever, including any
      Modification of any Facility LC or the occurrence and continuance of a
      Default or Event of Default or reduction or termination of the
      Commitments, and that each such payment shall be made without any offset,
      abatement, withholding or reduction whatsoever.

            (e) Reimbursement. If the Issuing Bank shall make any LC
      Disbursement in respect of a Facility LC, the Borrower shall reimburse
      such LC Disbursement by paying to the Administrative Agent an amount equal
      to such LC Disbursement not later than 1:00 p.m. on the date that such LC
      Disbursement is made, if the Borrower shall have received notice of such
      LC Disbursement prior to 10:00 a.m. on such date, or, if such notice has
      not been received by the Borrower prior to such time on such date, then
      not later than 1:00 p.m. on (i) the Business Day that the Borrower
      receives such notice, if such notice is received prior to 10:00 a.m. on
      the day of receipt, or (ii) the Business Day immediately following the day
      that the Borrower receives such notice, if such notice is not received
      prior to such time on the day of receipt; provided that the Borrower may,
      subject to the conditions to borrowing set forth herein, request in
      accordance with Section 2.3 or 2.4 that such payment be financed with an
      ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to
      the extent so financed, the Borrower's obligation to make such payment
      shall be satisfied by the resulting ABR Revolving

                                       29

<PAGE>

      Borrowing or Swingline Loan; and provided further, that, if such payment
      is so financed, the time by which the Borrower is obligated to make such
      payment shall be deferred to the time at which the ABR Revolving Borrowing
      or Swingline Loan made to finance such payment is advanced. If the
      Borrower fails to make such payment or satisfy the reimbursement
      obligation by an ABR Revolving Borrowing or Swingline Loan as aforesaid
      when due, the Administrative Agent shall notify each Lender of the
      applicable LC Disbursement, the payment then due from the Borrower in
      respect thereof and such Lender's Applicable Percentage thereof. Promptly
      following receipt of such notice, each Lender shall pay to the
      Administrative Agent its Applicable Percentage of the payment then due
      from the Borrower, in the same manner as provided in Section 2.7 with
      respect to Loans made by such Lender (and Section 2.7 shall apply, mutatis
      mutandis, to the payment obligations of the Lenders), and the
      Administrative Agent shall promptly pay to the Issuing Bank the amounts so
      received by it from the Lenders. Promptly following receipt by the
      Administrative Agent of any payment from the Borrower pursuant to this
      paragraph, the Administrative Agent shall distribute such payment to the
      Issuing Bank or, to the extent that Lenders have made payments pursuant to
      this paragraph to reimburse the Issuing Bank, then to such Lenders and the
      Issuing Bank as their interests may appear. Any payment made by a Lender
      pursuant to this paragraph to reimburse the Issuing Bank for any LC
      Disbursement (other than the funding of ABR Revolving Loans or a Swingline
      Loan as contemplated above) shall not constitute a Loan and shall not
      relieve the Borrower of its obligation to reimburse such LC Disbursement.

            (f) Obligations Absolute. The Borrower's obligation to reimburse LC
      Disbursements as provided in paragraph (e) of this Section shall be
      absolute, unconditional and irrevocable, and shall be performed strictly
      in accordance with the terms of this Credit Agreement under any and all
      circumstances whatsoever and irrespective of (i) any lack of validity or
      enforceability of any Facility LC or this Credit Agreement, or any term or
      provision therein, (ii) any draft or other document presented under a
      Facility LC proving to be forged, fraudulent or invalid in any respect or
      any statement therein being untrue or inaccurate in any respect, (iii)
      payment by the Issuing Bank under a Facility LC against presentation of a
      draft or other document that does not comply with the terms of such
      Facility LC, or (iv) any other event or circumstance whatsoever, whether
      or not similar to any of the foregoing, that might, but for the provisions
      of this Section, constitute a legal or equitable discharge of, or provide
      a right of setoff against, the Borrower's obligations hereunder. Neither
      the Administrative Agent, the Lenders nor the Issuing Bank, nor any of
      their Related Parties, shall have any liability or responsibility by
      reason of or in connection with the issuance or transfer of any Facility
      LC or any payment or failure to make any payment thereunder (irrespective
      of any of the circumstances referred to in the preceding sentence), or any
      error, omission, interruption, loss or delay in transmission or delivery
      of any draft, notice or other communication under or relating to any
      Facility LC (including any document required to make a drawing
      thereunder), any error in interpretation of technical terms or any
      consequence arising from causes beyond the control of the Issuing Bank;
      provided that the foregoing shall not be construed to excuse the Issuing
      Bank from liability to the Borrower to the extent of any direct damages
      (as opposed to consequential damages, claims in respect of which are
      hereby waived by the Borrower to the extent permitted by applicable law)
      suffered by the Borrower that are caused by the Issuing Bank's failure to
      exercise care when determining whether drafts and other documents
      presented under a Facility LC comply with the terms thereof. The parties
      hereto expressly agree that, in the absence of gross negligence or wilful
      misconduct on the part of the Issuing Bank (as finally

                                       30

<PAGE>

      determined by a court of competent jurisdiction), the Issuing Bank shall
      be deemed to have exercised care in each such determination. In
      furtherance of the foregoing and without limiting the generality thereof,
      the parties agree that, with respect to documents presented which appear
      on their face to be in substantial compliance with the terms of a Facility
      LC, the Issuing Bank may, in its sole discretion, either accept and make
      payment upon such documents without responsibility for further
      investigation, regardless of any notice or information to the contrary, or
      refuse to accept and make payment upon such documents if such documents
      are not in strict compliance with the terms of such Facility LC.

            (g) Disbursement Procedures. The Issuing Bank shall, promptly
      following its receipt thereof, examine all documents purporting to
      represent a demand for payment under a Facility LC. The Issuing Bank shall
      promptly notify the Administrative Agent and the Borrower by telephone
      (confirmed by telecopy) of such demand for payment and whether the Issuing
      Bank has made or will make an LC Disbursement thereunder; provided that
      any failure to give or delay in giving such notice shall not relieve the
      Borrower of its obligation to reimburse the Issuing Bank and the Lenders
      with respect to any such LC Disbursement.

            (h) Interim Interest. If the Issuing Bank shall make any LC
      Disbursement, then, unless the Borrower shall reimburse such LC
      Disbursement in full on the date such LC Disbursement is made, the unpaid
      amount thereof shall bear interest, for each day from and including the
      date such LC Disbursement is made to but excluding the date that the
      Borrower reimburses such LC Disbursement, at the rate per annum then
      applicable to ABR Revolving Loans; provided that, if the Borrower fails to
      reimburse such LC Disbursement when due pursuant to paragraph (e) of this
      Section, then Section 2.13(d) shall apply. Interest accrued pursuant to
      this paragraph shall be for the account of the Issuing Bank, except that
      interest accrued on and after the date of payment by any Lender pursuant
      to paragraph (e) of this Section to reimburse the Issuing Bank shall be
      for the account of such Lender to the extent of such payment.

            (i) Reports; Quarterly Statements. Each Issuing Bank shall, no later
      than the third (3rd) Business Day following the last day of each month,
      provide to the Administrative Agent a schedule of Facility LCs issued by
      it, in form and substance reasonably satisfactory to the Administrative
      Agent, showing the Issuance Date, account party, original face amount (if
      any) paid thereunder, expiration date and the reference number of each
      Facility LC outstanding at any time during each month (and whether such
      Facility LC is a performance Facility LC or financial Facility LC) and the
      aggregate amount (if any) payable by the Borrower to such Issuing Bank
      during the month pursuant to Sections 2.16 and 2.17. Copies of such
      reports shall be provided promptly to each Lender and the Borrower by the
      Administrative Agent. The Administrative Agent shall, with reasonable
      promptness following receipt from all Issuing Banks of the reports
      provided for in this paragraph (i) for the months of March, June,
      September and December, respectively, deliver to the Borrower a quarterly
      statement of the Facility LC Fees and Fronting Fees then due and payable.

            (j) Cash Collateralization. If any Event of Default shall occur and
      be continuing, on the Business Day that the Borrower receives notice from
      the Administrative Agent or the Required Lenders (or, if the maturity of
      the Loans has been accelerated, Lenders with LC Exposure representing
      greater than 66-2/3% of the total LC Exposure) demanding the deposit

                                       31

<PAGE>

      of cash collateral pursuant to this subsection, or if required pursuant to
      Section 2.20(a), the Borrower shall deposit in an account with the
      Administrative Agent, in the name of the Administrative Agent and for the
      benefit of the Lenders (the "Facility LC Collateral Account"), an amount
      in cash equal to the LC Exposure as of such date plus any accrued and
      unpaid interest thereon (or, in the case of a deposit required pursuant to
      Section 2.20(a), the amount required to be deposited thereunder); provided
      that the obligation to deposit such cash collateral shall become effective
      immediately, and such deposit shall become immediately due and payable,
      without demand or other notice of any kind, upon the occurrence of any
      Event of Default with respect to the Borrower described in Section 7.1(f).
      Such deposit shall be held by the Administrative Agent as collateral for
      the payment and performance of the obligations of the Borrower under this
      Credit Agreement. The Administrative Agent shall have exclusive dominion
      and control, including the exclusive right of withdrawal, over the
      Facility LC Collateral Account. Other than any interest earned on the
      investment of such deposits, which investments shall be made at the option
      and sole discretion of the Administrative Agent and at the Borrower's risk
      and expense, such deposits shall not bear interest. Interest or profits,
      if any, on such investments shall accumulate in such Facility LC
      Collateral Account. Moneys in such Facility LC Collateral Account shall be
      applied by the Administrative Agent to reimburse the Issuing Bank for LC
      Disbursements for which it has not been reimbursed and, to the extent not
      so applied, shall be held for the satisfaction of the Reimbursement
      Obligations of the Borrower for the LC Exposure at such time or, if the
      maturity of the Loans has been accelerated (but subject to the consent of
      Lenders with LC Exposure representing greater than 66-2/3% of the total LC
      Exposure), be applied to satisfy other obligations of the Borrower under
      this Credit Agreement. If the Borrower is required to provide an amount of
      cash collateral hereunder as a result of the occurrence of an Event of
      Default, such amount (to the extent not applied as aforesaid) shall be
      returned to the Borrower within three Business Days after all Events of
      Default have been cured or waived. If the Borrower is required to provide
      an amount of cash collateral pursuant to Section 2.20(a), such amount
      shall be returned to the Borrower from time to time to the extent the
      amount deposited shall exceed the LC Exposure.

      2.7 FUNDING OF BORROWINGS.

            (a) Each Lender shall make each Loan to be made by it hereunder on
      the proposed date thereof by wire transfer of immediately available funds
      by 2:00 p.m. to the account of the Administrative Agent most recently
      designated by it for such purpose by notice to the Lenders; provided that
      Swingline Loans shall be made as provided in Section 2.4. The
      Administrative Agent will make such Loans available to the Borrower by
      promptly crediting the amounts so received, in like funds, to an account
      of the Borrower maintained with the Administrative Agent in New York City
      and designated by the Borrower in the applicable Borrowing Request;
      provided that ABR Revolving Loans made to finance the reimbursement of an
      LC Disbursement as provided in Section 2.6(e) shall be remitted by the
      Administrative Agent to the Issuing Bank.

            (b) Unless the Administrative Agent shall have received notice from
      a Lender prior to the proposed date of any Borrowing (or, in the case of
      an ABR Borrowing, at least 30 minutes prior to the time at which such
      Lender is required to fund its Loan) that such Lender will not make
      available to the Administrative Agent such Lender's share of such
      Borrowing, the Administrative Agent may assume that such Lender has made
      such share available on such

                                       32

<PAGE>

      date in accordance with paragraph (a) of this Section and may, in reliance
      upon such assumption, make available to the Borrower a corresponding
      amount. In such event, if a Lender has not in fact made its share of the
      applicable Borrowing available to the Administrative Agent, then the
      applicable Lender and the Borrower severally agree to pay to the
      Administrative Agent forthwith on demand such corresponding amount with
      interest thereon, for each day from and including the date such amount is
      made available to the Borrower to but excluding the date of payment to the
      Administrative Agent, at (i) in the case of such Lender, the greater of
      the Federal Funds Effective Rate and a rate determined by the
      Administrative Agent in accordance with banking industry rules on
      interbank compensation or (ii) in the case of the Borrower, the interest
      rate applicable to ABR Loans. If such Lender pays such amount to the
      Administrative Agent, then such amount shall constitute such Lender's Loan
      included in such Borrowing.

      2.8 INTEREST ELECTIONS.

            (a) Each Revolving Borrowing initially shall be of the Type
      specified in the applicable Borrowing Request and, in the case of a
      Eurodollar Revolving Borrowing, shall have an initial Interest Period as
      specified in such Borrowing Request. Thereafter, the Borrower may elect to
      convert such Borrowing to a different Type or to continue such Borrowing
      and, in the case of a Eurodollar Revolving Borrowing, may elect Interest
      Periods therefor, all as provided in this Section. The Borrower may elect
      different options with respect to different portions of the affected
      Borrowing, in which case each such portion shall be allocated ratably
      among the Lenders holding the Loans comprising such Borrowing, and the
      Loans comprising each such portion shall be considered a separate
      Borrowing. This Section shall not apply to Swingline Borrowings, which may
      not be converted or continued.

            (b) To make an election pursuant to this Section, the Borrower shall
      notify the Administrative Agent of such election by telephone by the time
      that a Borrowing Request would be required under Section 2.3 if the
      Borrower were requesting a Revolving Borrowing of the Type resulting from
      such election to be made on the effective date of such election. Each such
      telephonic Interest Election Request shall be irrevocable and shall be
      confirmed promptly by hand delivery or telecopy to the Administrative
      Agent of a written Interest Election Request in a form approved by the
      Administrative Agent and signed by the Borrower.

            (c) Each telephonic and written Interest Election Request shall
      specify the following information in compliance with Section 2.2:

                  (i) the Borrowing to which such Interest Election Request
            applies and, if different options are being elected with respect to
            different portions thereof, the portions thereof to be allocated to
            each resulting Borrowing (in which case the information to be
            specified pursuant to clauses (iii) and (iv) below shall be
            specified for each resulting Borrowing);

                  (ii) the effective date of the election made pursuant to such
            Interest Election Request, which shall be a Business Day;

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<PAGE>

                  (iii) whether the resulting Borrowing is to be an ABR
            Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
            Interest Period to be applicable thereto after giving effect to such
            election, which shall be a period contemplated by the definition of
            the term "Interest Period."

      If any such Interest Election Request requests a Eurodollar Borrowing but
      does not specify an Interest Period, then the Borrower shall be deemed to
      have selected an Interest Period of one month's duration.

            (d) Promptly following receipt of an Interest Election Request, the
      Administrative Agent shall advise each Lender of the details thereof and
      of such Lender's portion of each resulting Borrowing.

            (e) If the Borrower fails to deliver a timely Interest Election
      Request with respect to a Eurodollar Revolving Borrowing prior to the end
      of the Interest Period applicable thereto, then, unless such Borrowing is
      repaid as provided herein, at the end of such Interest Period such
      Borrowing shall be converted to an ABR Borrowing. Notwithstanding any
      contrary provision hereof, if an Event of Default has occurred and is
      continuing and the Administrative Agent, at the request of the Required
      Lenders, so notifies the Borrower, then, so long as an Event of Default is
      continuing (i) no outstanding Revolving Borrowing may be converted to or
      continued as a Eurodollar Borrowing and (ii) unless repaid, each
      Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at
      the end of the Interest Period applicable thereto.

      2.9 TERMINATION AND REDUCTION OF COMMITMENTS.

            (a) Unless previously terminated, the Commitments shall terminate on
      the Maturity Date.

            (b) The Borrower may at any time terminate, or from time to time
      reduce, the Commitments; provided that (i) each reduction of the
      Commitments shall be in an amount that is an integral multiple of
      $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not
      terminate or reduce the Commitments if, after giving effect to any
      concurrent prepayment of the Loans in accordance with Section 2.11, the
      aggregate Revolving Credit Exposure of all Lenders would exceed the
      Aggregate Commitment.

            (c) The Borrower shall notify the Administrative Agent of any
      election to terminate or reduce the Commitments under paragraph (b) of
      this Section at least three Business Days prior to the effective date of
      such termination or reduction, specifying such election and the effective
      date thereof. Promptly following receipt of any notice, the Administrative
      Agent shall advise the Lenders of the contents thereof. Each notice
      delivered by the Borrower pursuant to this Section shall be irrevocable;
      provided that a notice of termination of the Commitments delivered by the
      Borrower may state that such notice is conditioned upon the effectiveness
      of other credit facilities, in which case such notice may be revoked by
      the Borrower (by notice to the Administrative Agent on or prior to the
      specified effective date) if such condition is not satisfied. Any
      termination or reduction of the Commitments shall be permanent. Each

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<PAGE>

      reduction of the Commitments shall be made ratably among the Lenders in
      accordance with their respective Commitments. The Borrower's rights under
      Section 2.5 shall remain in effect after such reduction of the
      Commitments.

      2.10 REPAYMENT OF LOANS; EVIDENCE OF DEBT.

            (a) The Borrower hereby unconditionally promises to pay (i) to the
      Administrative Agent for the account of each Lender the then unpaid
      principal amount of each Revolving Loan on the Maturity Date and (ii) to
      the Swingline Lender the then unpaid principal amount of each Swingline
      Loan as and when provided in Section 2.4(c).

            (b) All payments of principal, interest, fees, expenses and other
      amounts to be made by a Credit Party under this Credit Agreement shall be
      made without setoff, deduction or counterclaim and received not later than
      1:00 p.m. on the date when due, in Dollars and in immediately available
      funds, by the Administrative Agent at its address specified in or pursuant
      to Section 9.1. The Administrative Agent will distribute such payments to
      the applicable Lenders on the same Business Day if any such payment is
      received prior to 1:00 p.m.; otherwise the Administrative Agent will
      distribute such payment to the applicable Lenders not later than the next
      succeeding Business Day. Whenever any payment hereunder shall be stated to
      be due on a day which is not a Business Day, the due date thereof shall be
      extended to the next succeeding Business Day (subject to accrual of
      interest and fees for the period of such extension), except that in the
      case of Eurodollar Loans, if the extension would cause the payment to be
      made in the next following calendar month, then such payment shall instead
      be made on the next preceding Business Day.

            (c) Each Lender shall maintain in accordance with its usual practice
      an account or accounts evidencing the indebtedness of the Borrower to such
      Lender resulting from each Loan made by such Lender, including the amounts
      of principal and interest payable and paid to such Lender from time to
      time hereunder.

            (d) The Administrative Agent shall maintain accounts in which it
      shall record (i) the amount of each Loan made hereunder, the Class and
      Type thereof and the Interest Period applicable thereto, (ii) the amount
      of any principal or interest due and payable or to become due and payable
      from the Borrower to each Lender hereunder and (iii) the amount of any sum
      received by the Administrative Agent hereunder for the account of the
      Lenders and each Lender's share thereof.

            (e) The entries made in the accounts maintained pursuant to
      paragraph (b) or (c) of this Section shall be prima facie evidence of the
      existence and amounts of the obligations recorded therein; provided that
      the failure of any Lender or the Administrative Agent to maintain such
      accounts or any error therein shall not in any manner affect the
      obligation of the Borrower to repay the Loans in accordance with the terms
      of this Credit Agreement.

            (f) Any Lender may request that Revolving Loans made by it be
      evidenced by a Revolving Note. In such event, the Borrower shall prepare,
      execute and deliver to such Lender a Revolving Note payable to the order
      of such Lender. Thereafter, the Loans evidenced by such Revolving Note and
      interest thereon shall at all times (including after assignment pursuant

                                       35

<PAGE>

      to Section 9.4) be represented by one or more Revolving Notes payable to
      the order of the payee named therein.

      2.11 PREPAYMENT OF LOANS.

            (a) The Borrower shall have the right at any time and from time to
      time to prepay any Borrowing in whole or in part, subject to prior notice
      in accordance with paragraph (b) of this Section.

            (b) The Borrower shall notify the Administrative Agent (and, in the
      case of prepayment of a Swingline Loan, the Swingline Lender) by telephone
      (confirmed by telecopy) of any prepayment hereunder (i) in the case of
      prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.
      three Business Days before the date of prepayment, (ii) in the case of
      prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m. on the
      date of payment or (iii) in the case of prepayment of a Swingline Loan,
      not later than 12:00 noon on the date of prepayment. Each such notice
      shall be irrevocable and shall specify the prepayment date and the
      principal amount of each Borrowing or portion thereof to be prepaid;
      provided that, if a notice of prepayment is given in connection with a
      conditional notice of termination of the Commitments as contemplated by
      Section 2.9, then such notice of prepayment may be revoked if such notice
      of termination is revoked in accordance with Section 2.9. Promptly
      following receipt of any such notice relating to a Revolving Borrowing,
      the Administrative Agent shall advise the Lenders of the contents thereof.
      Each partial prepayment of any Revolving Borrowing shall be in an amount
      that would be permitted in the case of an advance of a Revolving Borrowing
      of the same Type as provided in Section 2.2. Each prepayment of a
      Revolving Borrowing shall be applied ratably to the Loans included in the
      prepaid Borrowing. Prepayments shall be accompanied by accrued interest to
      the extent required by Section 2.13.

      2.12 FEES.

            (a) Commitment Fees. The Borrower agrees to pay to the
      Administrative Agent, for the pro rata benefit of the Lenders, commitment
      fees ("Commitment Fees"), at a rate per annum equal to the Applicable
      Percentage (for Commitment Fees) of the Unused Aggregate Commitment.
      Commitment Fees shall be payable in arrears on each Quarterly Payment Date
      and on the date on which the Commitments terminate, commencing on the
      first such date to occur after the date hereof; notwithstanding the
      definition of "Unused Aggregate Commitment," for purposes of calculation
      of Commitment Fees,Swingline Loans shall constitute usage only of the
      Commitment of the Swingline Lender. All Commitment Fees shall be computed
      on the basis of a year of 360 days and shall be payable for the actual
      number of days elapsed (including the first day but excluding the last
      day).

            (b) Administrative Fees. The Borrower agrees to pay to the
      Administrative Agent, for its own account, administrative fees (the
      "Administrative Fees") in accordance with the terms of the Fee Letter.

            (c) Extension Fees. The Borrower agrees to pay to the Administrative
      Agent, for the pro rata benefit of each Extending Lender, at the time of
      any extension of the Maturity Date

                                       36

<PAGE>

      pursuant to Section 2.20, such extension fees as are agreed upon among the
      Borrower, the Administrative Agent and such Extending Lenders.

            (d) Upfront Fees. In consideration of the Aggregate Commitment being
      made available by the Lenders hereunder, the Borrower agrees to pay to
      each Lender an upfront fee in accordance with the terms of the Arranger's
      invitation letter to prospective Lenders dated September 29, 2005 (the
      "Upfront Fees"). The Upfront Fees shall be due and payable on or prior to
      the Effective Date.

            (e) Facility LC Fee. The Borrower shall pay to the Administrative
      Agent, for the pro rata benefit of the Lenders, a fee (the "Facility LC
      Fee") with respect to each Facility LC for the period from the Issuance
      Date thereof (or, in the case of the Existing Letters of Credit, the
      Effective Date) to and including the final expiration date thereof, in a
      per annum amount equal to the product, calculated on a daily basis for
      each day during such period, of (A) the undrawn amount of such Facility LC
      for such day multiplied by (B) the Facility LC Fee Rate for such day, less
      0.125% per annum. The Facility LC Fees shall be due and payable quarterly
      in arrears not later than the day ("Quarterly Payment Date") that is five
      (5) Business Days following Administrative Agent's delivery to Borrower of
      the quarterly statement of Facility LC Fees provided for in Section 2.6(i)
      and, to the extent any such fees are then due and unpaid, on the Maturity
      Date. The Administrative Agent shall promptly remit such Facility LC Fees,
      when received by the Administrative Agent, to the Lenders (including the
      Issuing Banks) in accordance with their Pro Rata Shares thereof.

            (f) Fronting Fee. The Borrower shall also pay to the Administrative
      Agent, solely for the account of each Issuing Bank, as a Fronting Fee
      ("Fronting Fee"), with respect to each Facility LC issued by such Issuing
      Bank for the period from the Issuance Date thereof (or, in the case of the
      Existing Letters of Credit, the Effective Date) to and including the final
      expiration date thereof, in an amount equal to the product, calculated on
      a daily basis for each day during such period, of (x) the undrawn amount
      of such Facility LC for such day multiplied by (y) 0.125% per annum. The
      Fronting Fees shall also be due and payable quarterly in arrears on the
      date on which Facility LC Fees are payable and, to the extent any Fronting
      Fees are then due and unpaid, on the Maturity Date. The Administrative
      Agent shall promptly remit such Fronting Fee, when received by the
      Administrative Agent, to the applicable Issuing Bank. The Borrower shall
      also pay to the Issuing Bank for its own account documentary and
      processing charges in connection with the issuance or Modification of and
      draws under Facility LCs in accordance with the Issuing Bank's standard
      schedule for such charges as in effect from time to time.

            (g) Payments. All fees payable hereunder shall be paid on the dates
      due, in immediately available funds, to the Administrative Agent for
      distribution (where applicable) to the Lenders. Fees paid shall not be
      refundable under any circumstances.

      2.13 INTEREST.

            (a) The Revolving Loans comprising each ABR Borrowing and ABR
      Swingline Loans shall bear interest at the Alternate Base Rate.

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<PAGE>

            (b) The Loans comprising each Eurodollar Borrowing shall bear
      interest at the Adjusted LIBO Rate for the Interest Period in effect for
      such Borrowing plus the Applicable Percentage for Eurodollar Loans.

            (c) Each Index Rate Swingline Loan shall bear interest at the
      Adjusted LIBOR Market Index Rate applicable to such Loan.

            (d) Upon the occurrence, and during the continuance, of an Event of
      Default, upon notice from the Administrative Agent at the direction of the
      Required Lenders (or, in the case of an Event of Default under Section
      7.1(f), automatically without notice or any action) (i) the principal of
      and, to the extent permitted by law, interest on the Loans and any other
      amounts owing hereunder or under the other Credit Documents (including
      without limitation fees and expenses) shall bear interest, payable on
      demand, at a per annum rate equal to two percent (2%) plus the rate which
      would otherwise be applicable (or if no rate is applicable, then the rate
      for ABR Revolving Loans plus two percent (2%) per annum) and (ii) the
      Facility LC Fee Rate shall be increased to a per annum rate equal to two
      percent (2%) plus the Facility LC Fee Rate which would otherwise be
      applicable.

            (e) Accrued interest on each Loan shall be payable in arrears on
      each Interest Payment Date for such Loan and, in the case of Revolving
      Loans, upon termination of the Commitments; provided that (i) interest
      accrued pursuant to paragraph (d) of this Section shall be payable on
      demand, (ii) in the event of any repayment or prepayment of any Loan
      (other than a prepayment of an ABR Revolving Loan prior to the end of the
      Availability Period), accrued interest on the principal amount repaid or
      prepaid shall be payable on the date of such repayment or prepayment and
      (iii) in the event of any conversion of any Eurodollar Revolving Loan
      prior to the end of the current Interest Period therefor, accrued interest
      on such Loan shall be payable on the effective date of such conversion.

            (f) All interest hereunder shall be computed on the basis of a year
      of 360 days, except that interest computed by reference to the Alternate
      Base Rate at times when the Alternate Base Rate is based on the Prime Rate
      shall be computed on the basis of a year of 365 days (or 366 days in a
      leap year), and in each case shall be payable for the actual number of
      days elapsed (including the first day but excluding the last day). The
      applicable Alternate Base Rate, Adjusted LIBO Rate, LIBO Rate or LIBOR
      Market Interest Rate shall be determined by the Administrative Agent, and
      such determination shall be conclusive absent manifest error.

      2.14 ALTERNATE RATE OF INTEREST. If prior to the commencement of any
Interest Period for a Eurodollar Borrowing or the advance of an Index Rate
Swingline Loan (as applicable):

            (a) the Administrative Agent reasonably determines (which
      determination shall be conclusive absent manifest error) that adequate and
      reasonable means do not exist for ascertaining the Adjusted LIBO Rate or
      the LIBO Rate, as applicable, for such Interest Period or LIBOR Market
      Interest Rate; or

            (b) the Administrative Agent is advised by the Required Lenders that
      the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
      Period will not adequately and

                                       38

<PAGE>

      fairly reflect the cost to such Lenders (or Lender) of making or
      maintaining their Loans (or its Loan) included in such Borrowing for such
      Interest Period;

      then the Administrative Agent shall give notice thereof to the Borrower
      and the Lenders by telephone or telecopy as promptly as practicable
      thereafter and, until the Administrative Agent notifies the Borrower and
      the Lenders that the circumstances giving rise to such notice no longer
      exist, (i) (if and as applicable) any Interest Election Request that
      requests the conversion of any Revolving Borrowing to, or continuation of
      any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective,
      (ii) (if and as applicable) if any Borrowing Request requests a Eurodollar
      Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing and
      (iii) (if and as applicable) if any Swingline Loan Request requests an
      Index Rate Swingline Loan, such Swingline Loan shall be made as an ABR
      Swingline Loan; provided that if the circumstances giving rise to such
      notice affect only one Type of Borrowings, then the other Type of
      Borrowings shall be permitted.

      2.15 INCREASED COSTS.

            (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
            deposit or similar requirement against assets of, deposits with or
            for the account of, or credit extended by, any Lender or the
            Swingline Lender (except any such reserve requirement reflected in
            the Adjusted LIBO Rate or Adjusted LIBOR Market Index Rate (as
            applicable)) or the Issuing Bank; or

                  (ii) impose on any Lender, the Swingline Lender or any Issuing
            Bank or the London interbank market any other condition affecting
            this Credit Agreement Loans or Fixed Rate made by such Lender, Index
            Rate Swingline Loan made by such Swingline Lender or any Facility LC
            or participation therein;

      and the result of any of the foregoing shall be to increase the cost to
      such Lender of making or maintaining any Eurodollar Loan (or of
      maintaining its obligation to make any such Loan) or the cost to the
      Swingline Lender of making or maintaining any Index Rate Swingline Loan
      (or of maintaining its obligation to make any Index Rate Swingline Loan)
      or to increase the cost to such Lender or Issuing Bank of participating
      in, issuing or maintaining any Facility LC or to reduce the amount of any
      sum received or receivable by such Lender, Swingline Lender or Issuing
      Bank hereunder (whether of principal, interest or otherwise), then the
      Borrower will pay to such Lender, Swingline Lender or Issuing Bank, as the
      case may be, such additional amount or amounts as will compensate such
      Lender, Swingline Lender or Issuing Bank, as the case may be, for such
      additional costs incurred or reduction suffered.

            (b) If any Lender, Swingline Lender or Issuing Bank determines that
      any Change in Law regarding capital requirements has or would have the
      effect of reducing the rate of return on such Lender's, Swingline Lender's
      or Issuing Bank's capital or on the capital of such Lender's or Issuing
      Bank's holding company, if any, as a consequence of this Credit Agreement
      or the Loans made by, or participations in Facility LCs held by, such
      Lender or

                                       39

<PAGE>

      Swingline Lender, or the Facility LCs issued by such Issuing Bank, to a
      level below that which such Lender, Swingline Lender or Issuing Bank or
      such Lender's, Swingline Lender's or Issuing Bank's holding company would
      have achieved under the terms of this Agreement but for such Change in Law
      (taking into consideration such Lender's, Swingline Lender's or Issuing
      Bank's policies and the policies of such Lender's, Swingline Lender's or
      Issuing Bank's holding company with respect to capital adequacy), then
      from time to time the Borrower will pay to such Lender, Swingline Lender
      or Issuing Bank, as the case may be, such additional amount or amounts as
      will compensate such Lender, Swingline Lender or Issuing Bank or such
      Lender's, Swingline Lender's or Issuing Bank's holding company for any
      such reduction suffered.

            (c) A certificate of a Lender, Swingline Lender or Issuing Bank
      setting forth the amount or amounts necessary to compensate such Lender,
      Swingline Lender or Issuing Bank or its holding company, as the case may
      be, as specified in paragraph (a) or (b) of this Section shall be
      delivered to the Borrower and shall be conclusive absent manifest error.
      The Borrower shall pay such Lender, Swingline Lender or Issuing Bank, as
      the case may be, the amount shown as due on any such certificate within 10
      days after receipt thereof.

            (d) Failure or delay on the part of any Lender, Swingline Lender or
      Issuing Bank to demand compensation pursuant to this Section shall not
      constitute a waiver of such Lender's, Swingline Lender's or Issuing Bank's
      right to demand such compensation. Notwithstanding anything to the
      contrary contained herein, the Borrower shall not be required to make any
      payments to any Lender, the Swingline Lender, any Issuing Bank or the
      Administrative Agent pursuant to this Section relating to any period of
      time which is greater than 90 days prior to such Person's request for
      additional payment except for retroactive application of such law, rule or
      regulation, in which case the Borrower is required to make such payments
      so long as such Person makes a request therefore within 90 days after the
      public announcement of such retroactive application.

      2.16 BREAK FUNDING PAYMENTS. In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Eurodollar Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.11(b) and is revoked in accordance therewith) or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.19, then,
in any such event, the Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event. In the case of a Eurodollar Loan, such
loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the eurodollar market. A

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<PAGE>

certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

      2.17 TAXES.

            (a) Any and all payments by or on account of any obligation of the
      Borrower hereunder shall be made free and clear of and without deduction
      for any Indemnified Taxes or Other Taxes; provided that if the Borrower
      shall be required to deduct any Indemnified Taxes or Other Taxes from such
      payments, then (i) the sum payable shall be increased as necessary so that
      after making all required deductions (including deductions applicable to
      additional sums payable under this Section) the Administrative Agent,
      Lender or Issuing Bank (as the case may be) receives an amount equal to
      the sum it would have received had no such deductions been made, (ii) the
      Borrower shall make such deductions and (iii) the Borrower shall pay the
      full amount deducted to the relevant Governmental Authority in accordance
      with applicable law.

            (b) In addition, the Borrower shall pay any Other Taxes to the
      relevant Governmental Authority in accordance with applicable law.

            (c) The Borrower shall indemnify the Administrative Agent, each
      Lender and the Issuing Bank, within 10 days after written demand therefor,
      for the full amount of any Indemnified Taxes or Other Taxes paid by the
      Administrative Agent, such Lender or the Issuing Bank, as the case may be,
      on or with respect to any payment by or on account of any obligation of
      the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed
      or asserted on or attributable to amounts payable under this Section) and
      any penalties, interest and reasonable expenses arising therefrom or with
      respect thereto, whether or not such Indemnified Taxes or Other Taxes were
      correctly or legally imposed or asserted by the relevant Governmental
      Authority. A certificate as to the amount of such payment or liability
      delivered to the Borrower by a Lender or the Issuing Bank, or by the
      Administrative Agent on its own behalf or on behalf of a Lender or the
      Issuing Bank, shall be conclusive absent manifest error. Any Lender that
      shall become aware of an obligation of the Borrower to pay Taxes or Other
      Taxes in respect of such Lender's Loans or participation in Facility LCs
      shall use good faith efforts to advise the Borrower thereof in a timely
      manner in order to afford the Borrower an opportunity to contest the same
      or to effect the provisions of Section 2.19(b).

            (d) As soon as practicable after any payment of Indemnified Taxes or
      Other Taxes by the Borrower to a Governmental Authority, the Borrower
      shall deliver to the Administrative Agent the original or a certified copy
      of a receipt issued by such Governmental Authority evidencing such
      payment, a copy of the return reporting such payment or other evidence of
      such payment reasonably satisfactory to the Administrative Agent.

            (e) Any Foreign Lender that is entitled to an exemption from or
      reduction of withholding tax under the law of the jurisdiction in which
      the Borrower is located, or any treaty to which such jurisdiction is a
      party, with respect to payments under this Credit Agreement shall deliver
      to the Borrower (with a copy to the Administrative Agent), at the time or
      times prescribed

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<PAGE>

      by applicable law, such properly completed and executed documentation
      prescribed by applicable law or reasonably requested by the Borrower as
      will permit such payments to be made without withholding or at a reduced
      rate.

            (f) If the Administrative Agent or a Lender determines, in its sole
      discretion, that it has received a refund of any Taxes or Other Taxes as
      to which it has been indemnified by the Borrower or with respect to which
      the Borrower has paid additional amounts pursuant to this Section 2.17, it
      shall pay over such refund to the Borrower (but only to the extent of
      indemnity payments made, or additional amounts paid, by the Borrower under
      this Section 2.17 with respect to the Taxes or Other Taxes giving rise to
      such refund), net of all out-of-pocket expenses of the Administrative
      Agent or such Lender and without interest (other than any interest paid by
      the relevant Governmental Authority with respect to such refund);
      provided, that the Borrower, upon the request of the Administrative Agent
      or such Lender, agrees to repay the amount paid over to the Borrower (plus
      any penalties, interest or other charges imposed by the relevant
      Governmental Authority) to the Administrative Agent or such Lender in the
      event the Administrative Agent or such Lender is required to repay such
      refund to such Governmental Authority. This Section shall not be construed
      to require the Administrative Agent or any Lender to make available its
      tax returns (or any other information relating to its taxes which it deems
      confidential) to the Borrower or any other Person.

      2.18 PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS.

            (a) The Borrower shall make each payment required to be made by it
      hereunder (whether of principal, interest, fees or reimbursement of LC
      Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or
      otherwise) prior to 1:00 p.m. on the date when due, in immediately
      available funds, without set-off or counterclaim. Any amounts received
      after such time on any date may, in the discretion of the Administrative
      Agent, be deemed to have been received on the next succeeding Business Day
      for purposes of calculating interest thereon. All such payments shall be
      made to the Administrative Agent at its offices at 270 Park Avenue, New
      York, New York, except payments to be made directly to the Issuing Bank or
      Swingline Lender as expressly provided herein and except that payments
      pursuant to Sections 2.15, 2.16, 2.17 and 9.3 shall be made directly to
      the Persons entitled thereto. The Administrative Agent shall distribute
      any such payments received by it for the account of any other Person to
      the appropriate recipient promptly following receipt thereof. If any
      payment hereunder shall be due on a day that is not a Business Day, the
      date for payment shall be extended to the next succeeding Business Day,
      and, in the case of any payment accruing interest, interest thereon shall
      be payable for the period of such extension. All payments hereunder shall
      be made in dollars.

            (b) If at any time insufficient funds are received by and available
      to the Administrative Agent to pay fully all amounts of principal,
      unreimbursed LC Disbursements, interest and fees then due hereunder, such
      funds shall be applied in accordance with Section 7.3.

            (c) If any Lender shall, by exercising any right of set-off or
      counterclaim or otherwise, obtain payment in respect of any principal of
      or interest on any of its Revolving Loans or participations in LC
      Disbursements or Swingline Loans resulting in such Lender receiving
      payment of a greater proportion of the aggregate amount of its Revolving
      Loans and

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<PAGE>

      participations in LC Disbursements and Swingline Loans and accrued
      interest thereon than the proportion received by any other Lender, then
      the Lender receiving such greater proportion shall purchase (for cash at
      face value) participations in the Revolving Loans and participations in LC
      Disbursements and Swingline Loans of other Lenders to the extent necessary
      so that the benefit of all such payments shall be shared by the Lenders
      ratably in accordance with the aggregate amount of principal of and
      accrued interest on their respective Revolving Loans and participations in
      LC Disbursements and Swingline Loans; provided that (i) if any such
      participations are purchased and all or any portion of the payment giving
      rise thereto is recovered, such participations shall be rescinded and the
      purchase price restored to the extent of such recovery, without interest,
      and (ii) the provisions of this paragraph shall not be construed to apply
      to any payment made by the Borrower pursuant to and in accordance with the
      express terms of this Credit Agreement or any payment obtained by a Lender
      as consideration for the assignment of or sale of a participation in any
      of its Loans or participations in LC Disbursements to any assignee or
      participant, other than to the Borrower or any Subsidiary or Affiliate
      thereof (as to which the provisions of this paragraph shall apply). The
      Borrower consents to the foregoing and agrees, to the extent it may
      effectively do so under applicable law, that any Lender acquiring a
      participation pursuant to the foregoing arrangements may exercise against
      the Borrower rights of set-off and counterclaim with respect to such
      participation as fully as if such Lender were a direct creditor of the
      Borrower in the amount of such participation.

            (d) Unless the Administrative Agent shall have received notice from
      the Borrower prior to the date on which any payment is due to the
      Administrative Agent for the account of the Lenders or the Issuing Bank
      hereunder that the Borrower will not make such payment, the Administrative
      Agent may assume that the Borrower has made such payment on such date in
      accordance herewith and may, in reliance upon such assumption, distribute
      to the Lenders or the Issuing Bank, as the case may be, the amount due. In
      such event, if the Borrower has not in fact made such payment, then each
      of the Lenders or the Issuing Bank, as the case may be, severally agrees
      to repay to the Administrative Agent forthwith on demand the amount so
      distributed to such Lender or Issuing Bank with interest thereon, for each
      day from and including the date such amount is distributed to it to but
      excluding the date of payment to the Administrative Agent, at the greater
      of the Federal Funds Effective Rate and a rate determined by the
      Administrative Agent in accordance with banking industry rules on
      interbank compensation.

            (e) If any Lender shall fail to make any payment required to be made
      by it pursuant to Section 2.4(c), 2.6(d), 2.7(b), 2.18(d) or 9.3(c), then
      the Administrative Agent may, in its discretion (notwithstanding any
      contrary provision hereof), apply any amounts thereafter received by the
      Administrative Agent for the account of such Lender to satisfy such
      Lender's obligations under such Sections until all such unsatisfied
      obligations are fully paid.

      2.19 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

            (a) If any Lender requests compensation under Section 2.15, or if
      the Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section
      2.17, then such Lender shall use reasonable efforts to designate a
      different lending office for funding or booking its Loans hereunder or to
      assign

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      its rights and obligations hereunder to another of its offices, branches
      or affiliates, if, in the judgment of such Lender, such designation or
      assignment (i) would eliminate or reduce amounts payable pursuant to
      Section 2.15 or 2.17, as the case may be, in the future and (ii) would not
      subject such Lender to any unreimbursed cost or expense and would not
      otherwise be disadvantageous to such Lender. The Borrower hereby agrees to
      pay all reasonable costs and expenses incurred by any Lender in connection
      with any such designation or assignment.

            (b) If any Lender requests compensation under Section 2.15, or if
      the Borrower is required to pay any additional amount to any Lender or any
      Governmental Authority for the account of any Lender pursuant to Section
      2.17, or if any Lender defaults in its obligation to fund Loans hereunder
      or if any Lender is a Refusing Lender under Section 2.20, then the
      Borrower may, at its sole expense and effort, upon notice to such Lender
      and the Administrative Agent, require such Lender to assign and delegate,
      without recourse (in accordance with and subject to the restrictions
      contained in Section 9.4), all its interests, rights and obligations under
      this Credit Agreement to an assignee that shall assume such obligations
      (which assignee may be another Lender, if a Lender accepts such
      assignment); provided that (i) the Borrower shall have received the prior
      written consent of the Administrative Agent, which consent shall not
      unreasonably be withheld, (ii) such Lender shall have received payment of
      an amount equal to the outstanding principal of its Loans and
      participations in LC Disbursements and Swingline Loans, accrued interest
      thereon, accrued fees and all other amounts payable to it hereunder, from
      the assignee (to the extent of such outstanding principal and accrued
      interest and fees) or the Borrower (in the case of all other amounts) and
      (iii) in the case of any such assignment resulting from a claim for
      compensation under Section 2.15 or payments required to be made pursuant
      to Section 2.17, such assignment will result in a reduction in such
      compensation or payments. A Lender shall not be required to make any such
      assignment and delegation if, prior thereto, as a result of a waiver by
      such Lender or otherwise, the circumstances entitling the Borrower to
      require such assignment and delegation cease to apply.

      2.20 EXTENSION OF MATURITY DATE.

            (a) Not more than once each fiscal year of the Borrower, the
      Borrower may, by delivering a written notice to the Administrative Agent,
      request that the Maturity Date be extended for one additional year,
      provided the requested Maturity Date is not more than five (5) years from
      the date of such request. The Administrative Agent shall notify each
      Lender of such request promptly upon its receipt of such notice and shall
      request that each Lender respond to such request by the Borrower within
      sixty (60) days of the Administrative Agent's notice to the Lenders. If
      any Lender does not consent in writing or respond to the Borrower's
      request then such Lender (a "Refusing Lender") shall be deemed to have
      rejected such request. If Lenders whose combined Pro Rata Shares equal at
      least 66-2/3% (the "Extension Required Lenders"; each Lender agreeing to
      extend its Commitment is referred to herein as an "Extending Lender")
      agree in writing within such 60-day period to extend their Commitments,
      and provided that, on the last day of such 60-day period (x) the
      representations and warranties made by the Credit Parties in any Credit
      Document are true and correct in all material respects at and as if made
      as of such date except to the extent they expressly relate to an earlier
      date and (y) no Default or Event of Default shall exist or be continuing
      either prior to or after giving effect thereto and the Borrower deliver to
      the Administrative Agent a certificate so stating, then (i) effective on
      the last day of such 60-day period the Commitments of the Extending
      Lenders shall without further

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<PAGE>

      action be extended for an additional one-year period, (ii) the term
      "Maturity Date" shall thenceforth mean, (A) as to the Commitments and
      Loans of the Extending Lenders, the last day of such additional one-year
      period and (B) as to the Commitments and Loans of the Refusing Lenders,
      the Maturity Date in effect prior to such extension (each a "RL Maturity
      Date"), (iii) subject to the terms of subsection (b) below, the
      Commitments of the Refusing Lenders shall terminate on the applicable RL
      Maturity Date and the Loans and other amounts owed to such Lenders shall
      be due and payable on such date, (iv) subject to the terms of subsection
      (b) below, on such RL Maturity Date (A) the Aggregate Commitment shall be
      reduced by an amount equal to the sum of the Commitments of the applicable
      Refusing Lenders and (B) the Pro Rata Shares of the Extending Lenders
      shall be reallocated so that the sum of such Pro Rata Shares equals one
      hundred percent (100%) and (v) if the aggregate Revolving Credit Exposure
      of all Lenders, after the payment provided for in clause (iii) above,
      exceeds the Aggregate Commitment (as so reduced) (A) the Borrower shall
      pay on such RL Maturity Date Loans in the amount necessary to cause the
      aggregate Revolving Credit Exposure of all Lenders to equal but not exceed
      the Aggregate Commitment and (B) if the outstanding Facility LCs exceed
      the Aggregate Commitment (as so reduced), the Borrower shall pay to the
      Administrative Agent on such RL Maturity Date an amount in immediately
      available funds equal to the amount by which the outstanding Facility LCs
      exceed the Aggregate Commitment, which funds shall be held in the Facility
      LC Collateral Account in accordance with and subject to the terms of
      Section 2.6(j). If such extension is not approved in writing by the
      Extension Required Lenders within such 60-day period, the Maturity Date
      then in effect will be retained.

            (b) So long as the Extension Required Lenders consent to the
      extension of the Maturity Date in accordance with the terms of Section
      2.20(a):

                  (i) with respect to any Refusing Lender, the Borrower may, in
            its own discretion, require such Refusing Lender to assign all of
            its interests, rights and obligations under this Credit Agreement to
            one or more assignees (which may be one or more existing Lenders if
            any existing Lender accepts such assignment subject to and in
            accordance with the provisions of Section 2.19(b)). In such event,
            the maturity date of the Loans transferred to such assignee shall be
            the Maturity Date as extended in accordance with Section 2.20(a)
            above. Such transfer and assignment must occur on or prior to the
            applicable RL Maturity Date; or

                  (ii) the Borrower may (A) notify the Administrative Agent and
            the Extending Lenders in writing that it wishes to (and each such
            Extending Lender shall agree to) reduce the Aggregate Commitment by
            an amount equal to the sum of the Commitments of the Refusing
            Lenders, (B) pay all outstanding Loans of the Refusing Lenders and
            any other amounts owing to the Refusing Lenders, and terminate the
            Commitments of the Refusing Lenders (at which time their
            participations in all Facility LCs and Reimbursement Obligations
            shall also terminate) and (C) reallocate the Pro Rata Share of the
            Extending Lenders, on a pro rata basis, so that the sum of such Pro
            Rata Shares equals one hundred percent (100%).

            (c) The Borrower shall indemnify each Lender (whether an Extending
      Lender or Refusing Lender) for any loss or expense payable to such Lender
      pursuant to Section 2.16 as a result of any extension of the Maturity Date
      pursuant to this Section 2.20 and any assignment

                                       45

<PAGE>

      of such Lender's Commitments and Loans or any reallocation of such
      Lender's Pro Rata Share in connection with such extension.

            (d) Each of the Lenders hereby authorizes the Administrative Agent,
      on its behalf, to enter into an amendment to this Credit Agreement (and
      the Borrower hereby agrees to enter into any such amendment on terms
      reasonably acceptable to the Credit Parties and the Administrative Agent)
      to effectuate any extension of the Maturity Date, reduction of the
      Aggregate Commitment, repayment of Loans or reallocation of the Pro Rata
      Shares, in each case as expressly contemplated by the terms of this
      Section 2.20.

                                  ARTICLE III

                              CONDITIONS PRECEDENT

      3.1 CLOSING CONDITIONS.

      The obligation of the Lenders to enter into this Credit Agreement and make
the initial Extension of Credit is subject to satisfaction (or waiver by each of
the Lenders) of the following conditions:

            (a) Executed Credit Documents. Receipt by the Administrative Agent
      of duly executed copies of: (i) this Credit Agreement; (ii) the Notes,
      (iii) the Guaranty (executed by all of the REITs and the Material
      Subsidiaries), (iv) the Intercreditor Agreement (executed by all of the
      REITs and any other creditor of Borrower party thereto) and (v) all other
      Credit Documents, each in form and substance reasonably acceptable to the
      Administrative Agent and the Lenders; provided that receipt by the
      Administrative Agent of an executed signature page to this Credit
      Agreement from a Lender shall be deemed approval by such Lender of the
      form and substance of the Credit Documents.

            (b) Authority Documents.

                  (i) Partnership Documents. With respect to each Credit Party
            that is a partnership or limited liability partnership (for the
            purposes hereof, each a "Partnership"), receipt by the
            Administrative Agent of the following:

                        (A) Authorization. Authorization of the general
                  partner(s) of such Partnership, as of the Closing Date,
                  approving and adopting the Credit Documents to be executed by
                  such Partnership and authorizing the execution and delivery
                  thereof.

                        (B) Partnership Agreements. To the extent required by
                  the Administrative Agent, certified copies of the partnership
                  agreement of such Partnership, together with all amendments
                  thereto.

                        (C) Certificates of Good Standing or Existence. To the
                  extent required by the Administrative Agent, certificate of
                  good standing or existence for such Partnership, issued as of
                  a recent date by its state of organization and

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<PAGE>

                  each other state where the failure to qualify or be in good
                  standing would have or could be reasonably expected to have a
                  Material Adverse Effect.

                        (D) Incumbency. An incumbency certificate of the general
                  partner(s) of such Partnership certified by a secretary or
                  assistant secretary of such general partner to be true and
                  correct as of the Closing Date.

                  (ii) Corporate Documents. With respect to each Credit Party
            that is a corporation, (for the purposes hereof, each a
            "Corporation"), and with respect to each corporate entity acting,
            directly or indirectly, on behalf of a Credit Party that is a
            partnership, limited liability partnership or limited liability
            company (for the purposes of this clause (ii), each a "Managing
            Person"), receipt by the Administrative Agent of the following:

                        (A) Charter Documents. For the Borrower and, to the
                  extent required by the Administrative Agent, for any other
                  Corporation or Managing Person, copies of the articles or
                  certificates of incorporation or other charter documents of
                  each such Corporation or Managing Person, as applicable,
                  certified to be true and complete as of a recent date by the
                  appropriate Governmental Authority of the state or other
                  jurisdiction of its incorporation and certified by a secretary
                  or assistant secretary of such Corporation or Managing Person,
                  as applicable, to be true and correct as of the Closing Date.

                        (B) Bylaws. For the Borrower and, to the extent required
                  by the Administrative Agent, for any other Corporation or
                  Managing Person, a copy of the bylaws of each such Corporation
                  or Managing Person, as applicable, certified by a secretary or
                  assistant secretary of such Corporation or Managing Person, as
                  applicable, to be true and correct as of the Closing Date.

                        (C) Resolutions. Copies of resolutions of such
                  Corporation's or Managing Person's board of directors
                  approving and adopting the Credit Documents to which it or the
                  Person for whom it is acting is a party and the transactions
                  contemplated therein and authorizing execution and delivery
                  thereof, certified by a secretary or assistant secretary of
                  such Corporation or Managing Person, as applicable, to be true
                  and correct and in full force and effect as of the Closing
                  Date.

                        (D) Good Standing. For the Borrower and, to the extent
                  required by the Administrative Agent, for any other
                  Corporation or Managing Person, copies of (A) certificates of
                  good standing, existence or their equivalent with respect to
                  such Corporation or Managing Person, as applicable, certified
                  as of a recent date by the appropriate Governmental
                  Authorities of the state or other jurisdiction of
                  incorporation and each other jurisdiction in which the failure
                  to so qualify and be in good standing would have or could be
                  reasonably expected to have a Material Adverse Effect and (B)
                  to the extent available, a certificate indicating payment of
                  all corporate franchise taxes certified as of a recent date by
                  the appropriate governmental taxing authorities.

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<PAGE>

                        (E) Incumbency. An incumbency certificate of such
                  Corporation or Managing Person, as applicable, certified by an
                  officer of such Corporation or Managing Person, as applicable,
                  to be true and correct as of the Closing Date.

                  (iii) Limited Liability Company Documents. With respect to
            each Credit Party that is a limited liability company (for the
            purposes hereof, each an "LLC") and with respect to any limited
            liability company acting, directly or indirectly, on behalf of a
            Credit Party (for the purposes of this clause (iii), each a
            "Managing Person"), receipt by the Administrative Agent of the
            following:

                        (A) Certificate of Formation. To the extent required by
                  the Administrative Agent, a copy of the certificate of
                  formation of such LLC or Managing Person, as applicable,
                  certified to be true and complete by the appropriate
                  Governmental Authority of the state or jurisdiction of its
                  formation and certified by the sole or managing member of such
                  LLC or Managing Person, as applicable, to be true and correct
                  as of the Closing Date.

                        (B) LLC Agreement. To the extent required by the
                  Administrative Agent, a copy of the LLC Agreement of such LLC
                  or Managing Person, as applicable, certified by the sole or
                  managing member of such LLC or Managing Person, as applicable,
                  to be true and correct as of the Closing Date.

                        (C) Resolutions. Copies of resolutions of the sole or
                  managing member of such LLC or Managing Person approving and
                  adopting the Credit Documents to which it or the Person for
                  whom it is acting is a party and the transactions contemplated
                  therein and authorizing execution and delivery thereof.

                        (D) Good Standing. To the extent required by the
                  Administrative Agent, copies of certificates of good standing,
                  existence or their equivalent with respect to such LLC or
                  Managing Person, as applicable, certified as of a recent date
                  by the appropriate Governmental Authorities of the state or
                  other jurisdiction of formation and each other jurisdiction in
                  which the failure to so qualify and be in good standing would
                  have or could be reasonably expected to have a Material
                  Adverse Effect.

                        (E) Incumbency. An incumbency certificate of such LLC or
                  Managing Person certified by an officer of such LLC or
                  Managing Person to be true and correct as of the Closing Date.

            (c) Opinion of Counsel. Receipt by the Administrative Agent of an
      opinion or opinions from legal counsel to the Credit Parties (which shall
      cover, among other things, authority, legality, validity, binding effect,
      and enforceability of the Credit Documents), reasonably satisfactory to
      the Administrative Agent, addressed to the Administrative Agent and the
      Lenders and dated as of the Closing Date.

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<PAGE>

            (d) Financial Statements. Receipt by the Lenders of such financial
      information regarding the Credit Parties required to be delivered pursuant
      to Section 7.1 of the Original Credit Agreement prior to the Closing Date.

            (e) Litigation. There shall not exist (i) any order, decree,
      judgment, ruling or injunction which prohibits or restrains the
      consummation of the transactions contemplated hereby or (ii) any pending
      (except as set forth on Schedule 4.11) or, to the knowledge of any Credit
      Party, threatened action, suit, investigation or proceeding against a
      Credit Party that would have or could be reasonably expected to have a
      Material Adverse Effect.

            (f) Officer's Certificates. The Administrative Agent shall have
      received a certificate or certificates executed by an Authorized Officer
      of the Borrower as of the Closing Date stating that (i) the Borrower and
      each of its Subsidiaries are in compliance with all existing material
      financial obligations after giving effect to this Credit Agreement, (ii)
      no action, suit, investigation or proceeding is pending or, to the
      knowledge of any Credit Party, threatened in any court or before any
      arbitrator or governmental instrumentality that purports to affect the
      Borrower, any of its Subsidiaries or any transaction contemplated by the
      Credit Documents, if such action, suit, investigation or proceeding would
      have or could be reasonably expected to have a Material Adverse Effect,
      (iii) the financial statements and information delivered to the
      Administrative Agent on or before the Closing Date were prepared in good
      faith and in accordance with GAAP and (iv) immediately after giving effect
      to this Credit Agreement, the other Credit Documents and all the
      transactions contemplated herein and therein, including the initial
      Extensions of Credit hereunder (if any), to occur on such date, (A) no
      Default or Event of Default exists, (B) all representations and warranties
      contained herein and in the other Credit Documents are true and correct in
      all material respects, (C) the Credit Parties are in compliance with each
      of the financial covenants set forth in Section 5.2 (with calculations
      demonstrating same) and (D) each Credit Party is Solvent.

            (g) Material Adverse Effect. There shall not have occurred a
      Material Adverse Effect since December 31, 2004.

            (h) Fees and Expenses. Payment by the Credit Parties of the fees and
      expenses owed by them to the Administrative Agent, the Lenders and
      Arranger pursuant to the terms of Section 2.12 and of the Fee Letter.

            (i) Original Credit Agreement. All amounts owing in connection with
      the Original Credit Agreement shall have been paid in full on or before
      the Effective Date.

            (j) Market Disruption. There shall not have occurred any material
      disruption of or a material adverse change in conditions in the financial,
      banking or capital markets which the Administrative Agent and Arranger, in
      their reasonable discretion, deem material in connection with the
      syndication of this Credit Agreement.

            (k) Other. Receipt and satisfactory review by the Administrative
      Agent and its counsel of such other documents, instruments, agreements or
      information as reasonably and timely requested by the Administrative
      Agent, its counsel or any Lender, including, but not limited to,
      shareholder agreements, management agreements and information regarding

                                       49

<PAGE>

      litigation, tax, accounting, labor, insurance, pension liabilities (actual
      or contingent), real estate leases, material contracts, debt agreements,
      property ownership, contingent liabilities and management of the Borrower
      and its Subsidiaries.

      3.2 CONDITIONS TO ALL EXTENSIONS OF CREDIT.

      In addition to the conditions precedent stated elsewhere herein, no Lender
or Issuing Bank shall be obligated to make new Extensions of Credit unless:

            (a) Notice. The Borrower shall have delivered (i) in the case of any
      new Revolving Borrowing, a Borrowing Request, duly executed and completed,
      by the time specified in Section 3.1, (ii) in the case of any new
      Swingline Loan, a Swingline Loan Request, duly executed and completed, by
      the time specified in Section 2.4(b) and (iii) in the case of the issuance
      or Modification of a Facility LC, the documentation required under Section
      2.6.

            (b) Representations and Warranties. The representations and
      warranties made by the Credit Parties in any Credit Document are true and
      correct in all material respects at and as if made as of such date except
      to the extent they expressly relate to an earlier date.

            (c) No Default. No Default or Event of Default shall exist or be
      continuing either prior to or after giving effect thereto.

            (d) Availability. Immediately after giving effect to the making of
      such Loan (and the application of the proceeds thereof and the issuance or
      Modification of such Facility LC), the aggregate Revolving Credit Exposure
      of all Lenders shall not exceed the Aggregate Commitment.

The delivery of each Borrowing Request and each Swingline Loan Request and each
request for issuance or Modification of a Facility LC shall constitute a
representation and warranty by the Borrower of the correctness of the matters
specified in paragraphs (b), (c) and (d) above.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

      The Borrower hereby represents and warrants to the Administrative Agent
and each Lender that:

      4.1 FINANCIAL CONDITION.

            (a) The financial statements delivered to the Lenders prior to the
      Effective Date and pursuant to Section 5.1(a) and (b): (i) have been
      prepared in accordance with GAAP and (ii) present fairly the consolidated
      and consolidating (as applicable) financial condition, results of
      operations and cash flows of the Borrower and its Subsidiaries as of such
      date and for such periods.

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<PAGE>

            (b) Since December 31, 2004, there has been no sale, transfer or
      other disposition by any Credit Party of any material part of the business
      or property of the Credit Parties taken as a whole, and no purchase or
      other acquisition by any of them of any business or property (including
      any Capital Stock of any other Person) material in relation to the
      consolidated financial condition of the Credit Parties taken as a whole,
      in each case which is not (i) reflected in the most recent financial
      statements delivered to the Lenders pursuant to Section 5.1 or in the
      notes thereto or (ii) otherwise permitted by the terms of this Credit
      Agreement and communicated to the Administrative Agent.

      4.2 NO MATERIAL CHANGE.

      Since December 31, 2004, there has been no development or event relating
to or affecting a Credit Party which has had or could be reasonably expected to
have a Material Adverse Effect.

      4.3 ORGANIZATION AND GOOD STANDING.

      Each Credit Party (a) is a corporation, partnership or limited liability
company duly organized, validly existing and in good standing under the laws of
the state (or other jurisdiction) of its organization, (b) is duly qualified and
in good standing as a foreign entity and authorized to do business in every
jurisdiction unless the failure to be so qualified, in good standing or
authorized would not have or could not be reasonably expected to have a Material
Adverse Effect and (c) has the requisite power and authority to own its
properties and to carry on its business as now conducted and as proposed to be
conducted.

      4.4 DUE AUTHORIZATION.

      Each Credit Party (a) has the requisite power and authority to execute,
deliver and perform this Credit Agreement and the other Credit Documents to
which it is a party and to incur the obligations herein and therein provided for
and (b) is duly authorized, and has been authorized by all necessary action, to
execute, deliver and perform this Credit Agreement and the other Credit
Documents to which it is a party.

      4.5 NO CONFLICTS.

      Neither the execution and delivery of the Credit Documents, nor the
consummation of the transactions contemplated therein, nor performance of and
compliance with the terms and provisions thereof by such Credit Party will (a)
violate or conflict with any provision of its articles or certificate of
incorporation or bylaws or other organizational documents, (b) violate,
contravene or materially conflict with any Requirement of Law or any other law,
regulation (including, without limitation, Regulation D, O, T, U or X), order,
writ, judgment, injunction, decree or permit applicable to it, (c) violate,
contravene or conflict with contractual provisions of, or cause an event of
default under, any indenture, loan agreement, mortgage, deed of trust, contract
or other agreement or instrument to which it is a party or by which it may be
bound, the violation of which would have or could be reasonably expected to have
a Material Adverse Effect, or (d) result in or require the creation of any Lien
(other than those contemplated in or created in connection with the Credit
Documents) upon or with respect to its properties.

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<PAGE>

      4.6 CONSENTS.

      Except for consents, approvals and authorizations which have been
obtained, no consent, approval, authorization or order of, or filing,
registration or qualification with, any court or Governmental Authority or third
party in respect of any Credit Party is required in connection with the
execution, delivery or performance of this Credit Agreement or any of the other
Credit Documents by such Credit Party.

      4.7 ENFORCEABLE OBLIGATIONS.

      This Credit Agreement and the other Credit Documents have been duly
executed and delivered and constitute legal, valid and binding obligations of
each Credit Party enforceable against such Credit Party in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization or moratorium laws or similar laws relating to or affecting
creditors' rights generally or by general equitable principles.

      4.8 NO DEFAULT.

      No Credit Party is in default in any respect under any contract, lease,
loan agreement, indenture, mortgage, security agreement or other agreement or
obligation to which it is a party or by which any of its properties is bound
which default would have or could be reasonably expected to have a Material
Adverse Effect. No Default or Event of Default has occurred or exists except as
previously disclosed in writing to the Lenders.

      4.9 LIENS.

      The assets of the Credit Parties are not subject to any Liens other than
Permitted Liens, which, individually or in the aggregate, would have or could be
reasonably expected to have a Material Adverse Effect.

      4.10 INDEBTEDNESS.

      The Credit Parties have no Indebtedness except (a) as disclosed in the
financial statements referenced in Section 4.1, (b) as set forth on Schedule
4.10, and (c) as otherwise permitted by this Credit Agreement.

      4.11 LITIGATION.

      Except as set forth on Schedule 4.11, there are no actions, suits or
legal, equitable, arbitration or administrative proceedings, pending or, to the
knowledge of any Credit Party, threatened against any Credit Party which, if
adversely determined, would have or could be reasonably expected to have a
Material Adverse Effect.

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<PAGE>

      4.12 TAXES.

      Each Credit Party has filed, or caused to be filed, all material tax
returns (federal, state, local and foreign) required to be filed and paid (a)
all amounts of taxes shown thereon to be due and payable (including interest and
penalties) and (b) all other taxes, fees, assessments and other governmental
charges (including mortgage recording taxes, documentary stamp taxes and
intangibles taxes) that are due and payable by it, except for such taxes (i)
which are not yet delinquent or (ii) that are being contested in good faith and
by proper proceedings, and against which adequate reserves are being maintained
in accordance with GAAP. To the knowledge of the Credit Parties, there are no
material tax assessments (including interest and penalties) claimed to be due
against any of them by any Governmental Authority.

      4.13 COMPLIANCE WITH LAW.

      Each Credit Party is in material compliance with all material Requirements
of Law and all other material laws, rules, regulations, orders and decrees
(including without limitation Environmental Laws) applicable to it, or to its
properties. No Requirement of Law would cause or could be reasonably expected to
cause a Material Adverse Effect.

      4.14 ERISA.

      Except as would not have or be reasonably expected to have a Material
Adverse Effect:

            (a) During the five-year period prior to the date on which this
      representation is made or deemed made: (i) no Termination Event has
      occurred, and, to the knowledge of the Credit Parties, no event or
      condition has occurred or exists as a result of which any Termination
      Event could reasonably be expected to occur, with respect to any Plan;
      (ii) no "accumulated funding deficiency," as such term is defined in
      Section 302 of ERISA and Section 412 of the Code, whether or not waived,
      has occurred with respect to any Plan; (iii) each Plan has been
      maintained, operated, and funded in compliance with its own terms and in
      material compliance with the provisions of ERISA, the Code, and any other
      applicable federal or state laws; and (iv) no lien in favor of the PBGC or
      a Plan has arisen or is reasonably likely to arise on account of any Plan.

            (b) The actuarial present value of all "benefit liabilities" (within
      the meaning of Section 4001 of ERISA) under each Single Employer Plan
      (determined utilizing the actuarial assumptions used to fund such Plans),
      whether or not vested, did not, as of the last annual valuation date prior
      to the date on which this representation is made or deemed made, exceed
      the fair market current value as of such date of the assets of such Plan
      allocable to such accrued liabilities.

            (c) Neither the Borrower, nor any of its Subsidiaries, nor any ERISA
      Affiliate has incurred, or, to the knowledge of such parties, are
      reasonably expected to incur, any withdrawal liability under ERISA to any
      Multiemployer Plan or Multiple Employer Plan. Neither the Borrower, nor
      any of its Subsidiaries, nor any ERISA Affiliate has received any
      notification pursuant to ERISA that any Multiemployer Plan is in
      reorganization (within the meaning of

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      Section 4241 of ERISA), is insolvent (within the meaning of Section 4245
      of ERISA), or has been terminated (within the meaning of Title IV of
      ERISA), and, to the best knowledge of such parties, no Multiemployer Plan
      is reasonably expected to be in reorganization, insolvent, or terminated.

            (d) No nonexempt prohibited transaction (within the meaning of
      Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary
      responsibility has occurred with respect to a Plan which has subjected or
      is reasonably expected to subject the Borrower or any of its Subsidiaries
      or any ERISA Affiliate to any liability under Sections 406, 409, 502(i),
      or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or
      other instrument pursuant to which the Borrower or any of its Subsidiaries
      or any ERISA Affiliate has agreed or is required to indemnify any person
      against any such liability.

            (e) The present value of the liability of the Borrower and its
      Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits
      to be provided to their current and former employees under Plans which are
      welfare benefit plans (as defined in Section 3(1) of ERISA), net of all
      assets under all such Plans allocable to such benefits, are reflected on
      the Financial Statements in accordance with FASB 106.

            (f) Each Plan which is a welfare plan (as defined in Section 3(1) of
      ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code
      apply has been administered in material compliance with such sections.

      4.15 SUBSIDIARIES.

      Set forth on Schedule 4.15 is a complete and accurate list of all
Subsidiaries of each Credit Party and whether each such Person is a Material
Subsidiary. Schedule 4.15 shall be updated by the Borrower within 120 days after
the end of each calendar year and may be, but need not be, updated at any other
time and from time to time by the Borrower by giving written notice thereof to
the Administrative Agent.

      4.16 USE OF PROCEEDS.

      The proceeds of the Loans hereunder will be used solely for the purposes
specified in Section 5.10. No proceeds of the Loans hereunder have been or will
be used for the Acquisition of another Person unless the board of directors (or
other comparable governing body) or stockholders, as appropriate, of such Person
has approved such Acquisition.

      4.17 GOVERNMENT REGULATION.

            (a) No proceeds of the Loans will be used, directly or indirectly,
      for the purpose of purchasing or carrying any "margin stock" within the
      meaning of Regulation U, or for the purpose of purchasing or carrying or
      trading in any securities. If requested by any Lender or the
      Administrative Agent, the Borrower will furnish to the Administrative
      Agent and each Lender a statement to the foregoing effect in conformity
      with the requirements of FR Form U-1 referred to in Regulation U. No
      Indebtedness being reduced or retired out of the proceeds of the Loans was
      or will be incurred for the purpose of purchasing or carrying any margin
      stock

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<PAGE>

      within the meaning of Regulation U or any "margin security" within the
      meaning of Regulation T. "Margin stock" within the meaning of Regulation U
      does not constitute more than 25% of the value of the consolidated assets
      of the Credit Parties and their Subsidiaries. None of the transactions
      contemplated by the Credit Documents (including, without limitation, the
      direct or indirect use of the proceeds of the Loans) will violate or
      result in a violation of (i) the Securities Act or (ii) the Exchange Act.

            (b) No Credit Party is subject to regulation under the Public
      Utility Holding Company Act of 1935, the Federal Power Act or the
      Investment Company Act of 1940, each as amended. In addition, no Credit
      Party is (i) an "investment company" registered or required to be
      registered under the Investment Company Act of 1940, as amended, and is
      not controlled by an "investment company", or (ii) a "holding company", or
      a "subsidiary company" of a "holding company", or an "affiliate" of a
      "holding company" or of a "subsidiary" of a "holding company", within the
      meaning of the Public Utility Holding Company Act of 1935, as amended.

            (c) No director, executive officer or principal shareholder of any
      Credit Party is a director, executive officer or principal shareholder of
      any Lender. For the purposes hereof the terms "director", "executive
      officer" and "principal shareholder" (when used with reference to any
      Lender) have the respective meanings assigned thereto in Regulation O.

      4.18 ENVIRONMENTAL MATTERS.

      Except as would not have or could not be reasonably expected to have a
Material Adverse Effect:

            (a) Each of the Real Properties and all operations at the Real
      Properties are in compliance with all applicable Environmental Laws, and
      there is no violation of any Environmental Law with respect to the Real
      Properties or the businesses operated by the Credit Parties (the
      "Businesses"), and there are no conditions relating to the Businesses or
      Real Properties that would reasonably be expected to give rise to
      liability under any applicable Environmental Laws.

            (b) No Credit Party has received any written notice of, or inquiry
      from any Governmental Authority regarding, any violation, alleged
      violation, non-compliance, liability or potential liability regarding
      Hazardous Materials or compliance with Environmental Laws with regard to
      any of the Real Properties or the Businesses, nor, to the knowledge of a
      Credit Party, is any such notice being threatened.

            (c) Hazardous Materials have not been transported or disposed of
      from the Real Properties, or generated, treated, stored or disposed of at,
      on or under any of the Real Properties or any other location, in each case
      by, or on behalf or with the permission of, a Credit Party in a manner
      that would give rise to liability under any applicable Environmental Laws.

            (d) No judicial proceeding or governmental or administrative action
      is pending or, to the knowledge of a Credit Party, threatened under any
      Environmental Law to which a Credit Party is or will be named as a party,
      nor are there any consent decrees or other decrees, consent

                                       55

<PAGE>

      orders, administrative orders or other orders, or other administrative or
      judicial requirements outstanding under any Environmental Law with respect
      to a Credit Party, the Real Properties or the Businesses.

            (e) There has been no release (including, without limitation,
      disposal) or threat of release of Hazardous Materials at or from the Real
      Properties, or arising from or related to the operations of a Credit Party
      in connection with the Real Properties or otherwise in connection with the
      Businesses where such release constituted a violation of, or would give
      rise to liability under, any applicable Environmental Laws.

            (f) None of the Real Properties contains, or has previously
      contained, any Hazardous Materials at, on or under the Real Properties in
      amounts or concentrations that, if released, constitute or constituted a
      violation of, or could give rise to liability under, Environmental Laws.

            (g) No Credit Party has assumed any liability of any Person (other
      than another Credit Party or Subsidiary thereof) under any Environmental
      Law.

      4.19 INTELLECTUAL PROPERTY.

      Each Credit Party owns, or has the legal right to use, all patents,
trademarks, service marks, tradenames, copyrights, licenses, technology,
know-how, processes and other rights (the "Intellectual Property"), free from
burdensome restrictions, that are necessary for the operation of their
respective businesses as presently conducted and as proposed to be conducted
other than those the absence of which would not cause or could not reasonably be
expected to cause a Material Adverse Effect. Except as would not have or could
not be reasonably expected to have a Material Adverse Effect, (a) no holding,
decision or judgment has been rendered by any Governmental Authority which would
limit, cancel or question the validity of any Intellectual Property and (b) no
action or proceeding is pending that seeks to limit, cancel or question the
validity of any Intellectual Property or which, if adversely determined, would
have a material adverse effect on the value of any Intellectual Property.

      4.20 SOLVENCY.

      Each Credit Party is, and after consummation of the transactions
contemplated by this Credit Agreement will be, Solvent.

      4.21 INVESTMENTS.

      All Investments of each Credit Party are (a) as set forth on Schedule
4.21(b) or (b) Permitted Investments.

      4.22 DISCLOSURE.

         Neither this Credit Agreement nor any other Credit Document or
financial statement delivered to the Administrative Agent or the Lenders by or
on behalf of any Credit Party in connection with the transactions contemplated
hereby contains any untrue statement of a material fact or omits to state a

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<PAGE>

material fact necessary in order to make the statements contained therein or
herein, taken as a whole, not misleading.

      4.23 LICENSES, ETC.

      Except as would not have or could not be reasonably expected to have a
Material Adverse Effect, the Credit Parties have obtained and hold in full force
and effect, all material franchises, licenses, permits, certificates,
authorizations, qualifications, accreditations, easements, rights of way and
other rights, consents and approvals which are necessary for the operation of
their respective businesses as presently conducted.

      4.24 BURDENSOME RESTRICTIONS.

      No Credit Party is a party to any agreement or instrument or subject to
any other obligation or any charter or corporate restriction or any provision of
any Requirement of Law which, individually or in the aggregate, would have or
could be reasonably expected to have a Material Adverse Effect.

      4.25 LABOR CONTRACTS AND DISPUTES.

      Except as disclosed on Schedule 4.25, (a) there is no collective
bargaining agreement or other labor contract covering employees of any Credit
Party; (b) no union or other labor organization is seeking to organize, or be
recognized as, a collective bargaining unit of employees of any Credit Party;
and (c) there is no pending or, to any Credit Party's knowledge, threatened
strike, work stoppage, material unfair labor practice claim or other material
labor dispute against or affecting any Credit Party or its employees which,
individually or in the aggregate, would have or could be reasonably expected to
have a Material Adverse Effect.

      4.26 BROKER'S FEES.

      No Credit Party has paid, will pay or agree to pay, or reimburse any other
Person with respect to, any finder's, broker's, investment banking or other
similar fee in connection with any of the transactions contemplated under the
Credit Documents or has taken or will take any action that would obligate the
Administrative Agent or any Lender to do any of the foregoing.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

      The Borrower hereby covenants and agrees that so long as this Credit
Agreement is in effect and until the Loans, together with interest and fees and
other obligations then due and payable hereunder, have been paid in full (other
than any such obligations which by the terms thereof are stated to survive
termination of the Credit Documents) and the Commitments and Swingline
Commitment hereunder shall have terminated:

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<PAGE>

      5.1 INFORMATION COVENANTS.

      The Borrower will furnish, or cause to be furnished, to the Administrative
Agent and each of the Lenders:

            (a) Annual Financial Statements. As soon as available, and in any
      event within 120 days after the close of each fiscal year of the Borrower,
      a consolidated and consolidating balance sheet and income statement of the
      Borrower and its Subsidiaries, as of the end of such fiscal year, together
      with related consolidated and consolidating statements of operations,
      retained earnings, shareholders equity and cash flows for such fiscal
      year, setting forth in comparative form consolidated and consolidating
      figures for the preceding fiscal year, all such financial information
      described above to be in reasonable form and detail and audited by
      independent certified public accountants of recognized national standing
      reasonably acceptable to the Administrative Agent and whose opinion shall
      be to the effect that such financial statements have been prepared in
      accordance with GAAP (except for changes with which such accountants
      concur) and shall not be limited as to the scope of the audit or qualified
      in any manner, except for qualifications resulting from changes in GAAP
      and required or approved by the Borrower's independent certified public
      accountants. It is specifically understood and agreed that failure of the
      annual financial statements to be accompanied by an opinion of such
      accountants in form and substance as provided herein shall constitute an
      Event of Default hereunder.

            (b) Quarterly Statements. As soon as available, and in any event
      within 60 days after the close of each fiscal quarter (other than the
      fourth fiscal quarter, in which case 120 days after the end thereof) of
      each fiscal year of the Borrower, a consolidated and consolidating balance
      sheet and income statement of the Borrower and its Subsidiaries, as of the
      end of such quarter, together with related consolidated and consolidating
      statements of operations, retained earnings, shareholders' equity and cash
      flow for such quarter, in each case setting forth in comparative form
      consolidated and consolidating figures for the corresponding period of the
      preceding fiscal year, all such financial information described above to
      be in reasonable form and detail and reasonably acceptable to the
      Administrative Agent and accompanied by a certificate of the chief
      financial officer of the Borrower to the effect that such consolidated and
      consolidating statements are true and correct and have been prepared in
      accordance with GAAP, subject to changes resulting from audit and normal
      year-end audit adjustments.

            (c) Officer's Certificate. At the time of delivery of the financial
      statements provided for in Sections 5.1(a) and 5.1(b) above, a certificate
      of an Authorized Officer of the Borrower substantially in the form of
      Exhibit 5.1(c), (i) demonstrating compliance with the financial covenants
      contained in Section 5.2 by calculation thereof as of the end of each such
      period, (ii) calculating the Interest Coverage Ratio of the Borrower and
      its Subsidiaries for the twelve month period ending on the date of such
      financial statements, (iii) demonstrating compliance with any other terms
      of this Credit Agreement as requested by the Administrative Agent and (iv)
      stating that no Default or Event of Default exists, or if any Default or
      Event of Default does exist, specifying the nature and extent thereof and
      what action the Borrower proposes to take with respect thereto. If
      necessary, the Borrower shall deliver financial statements prepared in
      accordance with GAAP as of the Closing Date, to the extent GAAP has
      changed since the Closing Date, in order to show compliance with the terms
      of this Credit

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<PAGE>

      Agreement, including Section 5.2. In addition, at the time of any
      Investment pursuant to clause (j) of the definition of Permitted
      Investments in excess of $10,000,000, a certificate of an Authorized
      Officer of the Borrower stating that after giving effect to such
      Investment on a pro forma basis no Default or Event of Default will exist
      or be continuing as a result of such Investment.

            (d) Reports. Promptly upon transmission or receipt thereof, (a)
      copies of any public filings and registrations with, and reports to or
      from, the Securities and Exchange Commission, or any successor agency, and
      copies of all financial statements, proxy statements, notices and reports
      as the Borrower or any of its Subsidiaries shall send to its shareholders
      generally and (b) upon the written request of the Administrative Agent,
      all reports and written information to and from the United States
      Environmental Protection Agency, or any state or local agency responsible
      for environmental matters, the United States Occupational Health and
      Safety Administration, or any state or local agency responsible for health
      and safety matters, or any successor agencies or authorities concerning
      environmental, health or safety matters.

            (e) Notices. Upon an executive officer of a Credit Party obtaining
      knowledge thereof, the Borrower will give written notice to the
      Administrative Agent (a) immediately of the occurrence of an event or
      condition consisting of a Default or Event of Default, specifying the
      nature and existence thereof and what action the Credit Parties propose to
      take with respect thereto, and (b) promptly, but in any event within five
      Business Days, after the occurrence of any of the following with respect
      to any Credit Party: (i) the pendency or commencement of any litigation,
      arbitral or governmental proceeding against a Credit Party which if
      adversely determined would have or could be reasonably expected to have a
      Material Adverse Effect, (ii) the institution of any proceedings against a
      Credit Party with respect to, or the receipt of written notice by such
      Person of potential liability or responsibility for violation, or alleged
      violation, of any federal, state or local law, rule or regulation
      (including but not limited to, Environmental Laws), the violation of which
      would have or could be reasonably expected to have a Material Adverse
      Effect, (iii) the occurrence of an event or condition which shall
      constitute a default or event of default under any Indebtedness of a
      Credit Party in excess of $10,000,000, other than Non-Recourse Land
      Financing, or (iv) any loss of or damage to any property of a Credit Party
      or the commencement of any proceeding for the condemnation or other taking
      of any property of a Credit Party having a value of $10,000,000 or more.

            (f) ERISA. Upon any of the Credit Parties or any ERISA Affiliate
      obtaining knowledge thereof, the Borrower will give written notice to the
      Administrative Agent promptly (and in any event within two Business Days)
      of: (i) any event or condition, including, but not limited to, any
      Reportable Event, that constitutes, or might reasonably lead to, a
      Termination Event; (ii) with respect to any Multiemployer Plan, the
      receipt of notice as prescribed in ERISA or otherwise of any withdrawal
      liability assessed against the Credit Parties or any of their ERISA
      Affiliates, or of a determination that any Multiemployer Plan is in
      reorganization or insolvent (both within the meaning of Title IV of
      ERISA); (iii) the failure to make full payment on or before the due date
      (including extensions) thereof of all amounts which a Credit Party or any
      ERISA Affiliates is required to contribute to each Plan pursuant to its
      terms and as required to meet the minimum funding standard set forth in
      ERISA and the Code with respect thereto; or (iv) any change in the funding
      status of any Plan that would have or could be reasonably expected to have
      a Material Adverse Effect; together with a description of any such event
      or

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<PAGE>

      condition or a copy of any such notice and a statement by the principal
      financial officer of the Borrower briefly setting forth the details
      regarding such event, condition, or notice, and the action, if any, which
      has been or is being taken or is proposed to be taken by the Credit
      Parties with respect thereto. Promptly upon request, a Credit Party shall
      furnish the Administrative Agent and each of the Lenders with such
      additional information concerning any Plan as may be reasonably requested,
      including, but not limited to, copies of each annual report/return (Form
      5500 series), as well as all schedules and attachments thereto required to
      be filed with the Department of Labor and/or the Internal Revenue Service
      pursuant to ERISA and the Code, respectively, for each "plan year" (within
      the meaning of Section 3(39) of ERISA).

            (g) Environmental.

                  (i) Subsequent to a notice from any Governmental Authority
            where the subject matter of such notice would reasonably cause
            concern or during the existence of an Event of Default, and upon the
            written request of the Administrative Agent, the Credit Parties will
            furnish or cause to be furnished to the Administrative Agent, at the
            Credit Parties' expense, a report of an environmental assessment of
            reasonable scope, form and depth, including, where appropriate,
            invasive soil or groundwater sampling, by a consultant reasonably
            acceptable to the Administrative Agent addressing the subject of
            such notice or, if during the existence of an Event of Default,
            regarding any release or threat of release of Hazardous Materials on
            any Real Property and the compliance by the Credit Parties with
            Environmental Laws. If the Credit Parties fail to deliver such an
            environmental assessment within sixty (60) days after receipt of
            such written request, then the Administrative Agent may arrange for
            same, and the Credit Parties hereby grant to the Administrative
            Agent and its representatives access to the Real Properties and a
            license of a scope reasonably necessary to undertake such an
            assessment (including, where appropriate, invasive soil or
            groundwater sampling). The reasonable cost of any assessment
            arranged for by the Administrative Agent pursuant to this provision
            will be payable by the Credit Parties on demand.

                  (ii) Each Credit Party will conduct and complete all
            investigations, studies, sampling and testing and all remedial,
            removal and other actions necessary to address all Hazardous
            Materials on, from, or affecting any Real Property to the extent
            necessary to be in compliance with all Environmental Laws and all
            other applicable federal, state, and local laws, regulations, rules
            and policies and with the orders and directives of all Governmental
            Authorities exercising jurisdiction over such Real Property to the
            extent any failure would have or could be reasonably expected to
            have a Material Adverse Effect.

      (h) Other Information. As soon as available and in any event within 60
days of each fiscal quarter (or within 120 days of the fourth fiscal quarter), a
"Land Report" and a "Consolidated Sales and Construction Activity Report" and
with reasonable promptness upon any request, such other information regarding
the business, properties or financial condition of the Credit Parties as the
Administrative Agent or any Lender (through the Administrative Agent) may
reasonably request.

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<PAGE>

      5.2   FINANCIAL COVENANTS.

            (a) Debt to Capitalization Ratio. As of the last day of each fiscal
      quarter of the Borrower (beginning with the fiscal quarter ending
      September 30, 2005), the Debt to Capitalization Ratio shall be less than
      or equal to 0.60 to 1.0.

            (b) Tangible Net Worth. As of the last day of each fiscal quarter of
      the Borrower (beginning with the fiscal quarter ending September 30,
      2005), Tangible Net Worth shall be greater than or equal to the sum of (i)
      $3,595,972,000, plus (ii) 50% of the cumulative Net Income of the Borrower
      and its Subsidiaries (without deduction for losses) earned for each
      completed fiscal quarter subsequent to June 30, 2005 to the date of
      determination.

            (c) Interest Coverage Ratio. As of the last day of each fiscal
      quarter of the Borrower (beginning with the fiscal quarter ending
      September 30, 2005), the Interest Coverage Ratio shall be greater than 2.0
      to 1.0.

      5.3   PRESERVATION OF EXISTENCE AND FRANCHISES.

      Except as permitted by Section 6.4, each of the Credit Parties will do all
things necessary to preserve and keep in full force and effect its (a)
existence, rights and franchises and (b) authority, unless failure to preserve
and keep in full force and effect its authority would not have or could not be
reasonably expected to have a Material Adverse Effect.

      5.4   BOOKS AND RECORDS.

      Each of the Credit Parties will keep complete and accurate books and
records of its transactions in accordance with GAAP (including the establishment
and maintenance of appropriate reserves).

      5.5   COMPLIANCE WITH LAW.

      Each of the Credit Parties will materially comply with all material laws,
rules, regulations and orders, and all applicable material restrictions imposed
by all Governmental Authorities, applicable to it and its property (including,
without limitation, Environmental Laws).

      5.6   PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

      Each of the Credit Parties will pay, settle or discharge (a) all taxes,
assessments and governmental charges or levies imposed upon it, or upon its
income or profits, or upon any of its properties, before they shall become
delinquent, (b) all lawful claims (including claims for labor, materials and
supplies) which, if unpaid, might give rise to a Lien upon any of its
properties, and (c) all of its other Indebtedness as it shall become due (to the
extent such repayment is not otherwise prohibited by this Credit Agreement);
provided, however, that a Credit Party shall not be required to pay any such
tax, assessment, charge, levy, claim or Indebtedness which is being contested in
good faith by appropriate proceedings and as to which adequate reserves therefor
have been established in accordance with GAAP, unless the failure to make any
such payment (i) would give rise to an immediate right to foreclose or collect
on a Lien securing such amounts or (ii) would have or could be reasonably
expected to have a Material Adverse Effect.

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<PAGE>

      5.7   INSURANCE.

      Each of the Credit Parties will at all times maintain in full force and
effect insurance (including worker's compensation insurance, liability
insurance, casualty insurance and business interruption insurance) from
insurance companies of recognized national standing, in such amounts, covering
such risks and liabilities and with such deductibles or self-insurance
retentions as are in accordance with normal industry practice.

      5.8   MAINTENANCE OF PROPERTY.

      Each of the Credit Parties will maintain and preserve its properties,
equipment and other assets in good repair, working order and condition, normal
wear and tear excepted, and will make, or cause to be made, in such properties
and equipment from time to time all repairs, renewals, replacements, extensions,
additions, betterments and improvements thereto as may be needed or proper, to
the extent and in the manner customary for companies in similar businesses,
unless the failure to do so would not have or could not be reasonably expected
to have a Material Adverse Effect.

      5.9   PERFORMANCE OF OBLIGATIONS.

      Each of the Credit Parties will perform in all material respects all of
its obligations under the terms of all material agreements, indentures,
mortgages, security agreements or other debt instruments to which it is a party
or by which it or its property is bound, unless the failure to do so would not
have or could not be reasonably expected to have a Material Adverse Effect.

      5.10  USE OF PROCEEDS.

      The Credit Parties will use the proceeds/availability of the Loans solely
to provide working capital for the Credit Parties and for general corporate
purposes of the Credit Parties.

      5.11  AUDITS/INSPECTIONS.

      Upon reasonable notice and during normal business hours, each Credit Party
will permit representatives appointed by the Administrative Agent, including,
without limitation, independent accountants, agents, attorneys and appraisers,
to visit and inspect such Credit Party's property, including its books and
records, its accounts receivable and inventory, its facilities and its other
business assets, and to make photocopies or photographs thereof and to write
down and record any information such representative obtains and shall permit the
Administrative Agent or its representatives to investigate and verify the
accuracy of information provided to the Lenders. The Borrower shall pay the
Administrative Agent's reasonable costs of any inspections or investigations
conducted following the occurrence and during the continuance of an Event of
Default.

      5.12  ADDITIONAL CREDIT PARTIES.

      At the time any Person becomes a Material Subsidiary of a Credit Party,
the Borrower shall so notify the Administrative Agent and promptly thereafter
(but in any event within 30 days after the date thereof or within such longer
period of time as agreed to by the Administrative Agent) shall cause such

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Person to (a) execute a Supplemental Guaranty and (b) deliver to the
Administrative Agent such other documentation as the Administrative Agent may
reasonably request, including, without limitation, certified copies of
resolutions and other corporate, limited liability company or partnership
documents and favorable opinions of counsel to such Person, all in form, content
and scope reasonably satisfactory to the Administrative Agent. The
Administrative Agent and the Lenders agree that upon any Subsidiary (other than
a REIT) ceasing to be a Material Subsidiary, upon receipt by the Administrative
Agent of evidence thereof, the Administrative Agent shall, upon the Borrower's
written request, execute, at the Borrower's expense, such release documentation
as is necessary to release such Subsidiary from its Guaranty Obligations
hereunder and such Subsidiary shall no longer be a Guarantor.

      5.13  REIT REQUIREMENTS.

      Notwithstanding anything to the contrary contained in Section 5.12, (i)
each REIT will at all times be a Guarantor and will not be released from its
obligations under its Guaranty if it shall cease to be a Material Subsidiary and
(ii) each REIT shall enter into the Intercreditor Agreement as a subsidiary
creditor.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

      The Borrower hereby covenants and agrees that so long as this Credit
Agreement is in effect and until the Loans, together with interest, fees and
other obligations then due and payable hereunder, have been paid in full (other
than any such obligations which by the terms thereof are stated to survive
termination of the Credit Documents) and the Commitments and Swingline
Commitment hereunder shall have terminated:

      6.1   INDEBTEDNESS.

      No Credit Party will contract, create, incur, assume or permit to exist
any Indebtedness, except:

            (a) Indebtedness arising under this Credit Agreement and the other
      Credit Documents;

            (b) Indebtedness existing as of the Closing Date as referenced in
      Section 3.10 (and renewals, refinancings, replacements or extensions
      thereof on terms and conditions no more favorable, in the aggregate, to
      the applicable creditor than such existing Indebtedness and in a principal
      amount not in excess of that outstanding as of the date of such renewal,
      refinancing, replacement or extension);

            (c) Indebtedness in respect of current accounts payable and accrued
      expenses incurred in the ordinary course of business and to the extent not
      current, accounts payable and accrued expenses that are subject to bona
      fide dispute;

            (d) Indebtedness owing by a Credit Party to another Credit Party;

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            (e) Indebtedness arising from Hedging Agreements entered into in the
      ordinary course of business and not for speculative purposes;

            (f) Indebtedness arising from judgments that do not cause an Event
      of Default;

            (g) secured Indebtedness in connection with Non-Recourse Land
      Financing existing on the Closing Date and Non-Recourse Land Financing
      with respect to real property acquired after the Closing Date;

            (h) Indebtedness owing by a Credit Party to a REIT; provided that
      (i) such REIT shall be a Guarantor, (ii) such REIT shall have entered into
      the Intercreditor Agreement, (iii) such REIT shall be in compliance with
      the terms of Section 6.14 and (iv) such REIT shall qualify as a real
      estate investment trust under applicable tax laws;

            (i) other secured Indebtedness up to $200,000,000, in the aggregate,
      at any one time outstanding; and

            (j) other unsecured Indebtedness so long as, after giving effect
      thereto, the Borrower is in compliance with the financial covenants set
      forth in Section 5.2.

      6.2   LIENS.

      No Credit Party will contract, create, incur, assume or permit to exist
any Lien with respect to any of its property or assets of any kind (whether real
or personal, tangible or intangible), whether now owned or after acquired,
except for Permitted Liens.

      6.3   NATURE OF BUSINESS.

      No Credit Party will materially alter the character of its business from
that conducted as of the Closing Date or engage in any business other than the
business conducted as of the Closing Date and activities which are substantially
similar or related thereto or logical extensions thereof.

      6.4   CONSOLIDATION AND MERGER.

      No Credit Party will enter into any transaction of merger or consolidation
or liquidate, wind up or dissolve itself; provided that a Credit Party may merge
or consolidate with or into another Person if the following conditions are
satisfied:

            (a) the Administrative Agent is given prior written notice of such
      action;

            (b) the Person formed by such consolidation or into which such
      Credit Party is merged shall either (i) be a Credit Party or (ii)
      expressly assume in writing all of the obligations of a Credit Party under
      the Credit Documents; provided that if the transaction is between the
      Borrower and another Person, the Borrower must be the surviving entity;

            (c) immediately after giving effect to such transaction, no Default
      or Event of Default shall have occurred and be continuing; and

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            (d) the Borrower delivers to the Administrative Agent an opinion of
      counsel stating that such consolidation or merger and any written
      agreement entered into in connection therewith, comply with this Section
      6.4.

      6.5   SALE OR LEASE OF ASSETS.

      No Credit Party will convey, sell, lease, transfer or otherwise dispose
of, in one transaction or a series of transactions, all or any part of its
business or assets whether now owned or hereafter acquired, including, without
limitation, inventory, receivables, equipment, real property interests (whether
owned or leasehold), and securities, other than (a) any inventory sold or
otherwise disposed of in the ordinary course of business; (b) the sale, lease,
transfer or other disposal by a Credit Party of any or all of its assets to
another Credit Party; (c) obsolete, slow-moving, idle or worn-out assets no
longer used or useful in its business; (d) the transfer of assets which
constitute a Permitted Investment; (e) any Equity Issuance by the Borrower; (f)
the sale, lease or sublease of real property interests in the ordinary course of
business; (g) the sale, transfer or other disposal for fair market value of all
or substantially all of the Capital Stock or assets of a Guarantor to a Person
that is not a Credit Party; provided that (i) after giving effect to any such
sale, transfer or other disposal, the Credit Parties shall be in compliance with
all of the terms and conditions of this Credit Agreement and the other Credit
Documents, including, without limitation, the terms of Section 5.12 and the
definition of Material Subsidiary, (ii) the net cash proceeds from any such
sale, transfer or other disposal shall be (A) first, applied to all outstanding
Reimbursement Obligations, (B) second, applied to all outstanding Swingline
Loans (first to ABR Loans and then to Index Rate Swingline Loans in direct order
of Interest Period maturities), (C) third, applied to all outstanding Revolving
Loans (first to ABR Loans and then to Eurodollar Loans in direct order of
Interest Period maturities) and (D) fourth, reinvested in the business of the
Credit Parties or used by the Credit Parties in the ordinary course of business
within 90 days after the closing of such transfer, sale or other disposal and
(iii) promptly after the net cash proceeds from any such sale, transfer or other
disposal have been so utilized, the Borrower shall deliver to the Administrative
Agent a certificate executed by an Authorized Officer certifying on behalf of
the Borrower (A) as to the amount of such net cash proceeds and (B) that such
net cash proceeds have been reinvested in accordance with the terms of the
foregoing clause (ii), and (h) other sales of assets in the ordinary course of
business so long as, after giving effect thereto, the Borrower is in compliance
with the financial covenants set forth in Section 5.2.

      6.6   SALE AND LEASEBACK.

      No Credit Party will enter into any Sale and Leaseback Transaction, unless
each of the following conditions is satisfied: (a) such Credit Party shall
promptly give notice of such sale or transfer to the Administrative Agent; (b)
the net proceeds of such sale or transfer are at least equal to the fair value
(as determined in good faith by a resolution of such Credit Party's board of
directors, a copy of which has been delivered by the Credit Party to the
Administrative Agent) of the property which is the subject of such sale or
transfer; and (c) such Credit Party shall apply, within 365 days after the
effective date of such sale or transfer, or shall have committed within one year
after such effective date to apply, an amount at least equal to the net proceeds
of the sale or transfer of the property which is the subject of such sale or
transfer to (A) the repayment of the Loans or (B) the repayment of other
Indebtedness owing by any Credit Party or (C) the purchase of property by such
Credit Party substantially similar to the property that was the subject of such
sale or transfer or (D) in part to such repayment and in part to such purchase
or property; provided, however, that if such Credit Party

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commits to apply an amount at least equal to the net proceeds of a sale or
transfer to the repayment of the Loans, the repayment of other Indebtedness or
the purchase of property, such commitment shall be made in a written instrument
delivered by such Credit Party to the Administrative Agent and shall require
such Credit Party to so apply said amount within 18 months after the effective
date of such sale or transfer, and it shall constitute a breach of the
provisions of this Section 6.6 if such Credit Party shall fail so to apply said
amount in satisfaction of such commitment.

      6.7   ADVANCES, INVESTMENTS AND LOANS.

      No Credit Party will make any Investments except for Permitted
Investments.

      6.8   RESTRICTED PAYMENTS.

      No Credit Party will, directly or indirectly, use proceeds of Loans to pay
dividends or make any other distribution (excluding repurchases of shares of
Capital Stock, provided no Event of Default exists or would result therefrom)
upon any shares of its Capital Stock of any class.

      6.9   TRANSACTIONS WITH AFFILIATES.

      No Credit Party will enter into any material transaction or series of
transactions, whether or not in the ordinary course of business, with any
officer, director, shareholder, Subsidiary or Affiliate other than on terms and
conditions substantially as favorable as would be obtainable in a comparable
arm's-length transaction with a Person other than an officer, director,
shareholder, Subsidiary or Affiliate.

      6.10  FISCAL YEAR; ORGANIZATIONAL DOCUMENTS.

      No Credit Party will (a) change its fiscal year or (b) in any manner that
would reasonably be likely to adversely affect the rights of the Lenders, change
its articles or certificate of incorporation or its bylaws, except as permitted
by Section 6.4.

      6.11  NO LIMITATIONS.

      No Credit Party will directly or indirectly, create or otherwise cause,
incur, assume, suffer or permit to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any such Person to (a)
pay dividends or make any other distribution on any of such Person's Capital
Stock, (b) pay any Indebtedness owed to any other Credit Party, (c) make loans
or advances to any other Credit Party or (d) transfer any of its property to any
other Credit Party, except for encumbrances or restrictions existing under or by
reason of (i) customary non-assignment or net worth provisions in any lease
governing a leasehold interest, (ii) any agreement or other instrument of a
Person existing at the time it becomes a Subsidiary of a Credit Party; provided
that such encumbrance or restriction is not applicable to any other Person, or
any property of any other Person, other than such Person becoming a Subsidiary
of a Credit Party and was not entered into in contemplation of such Person
becoming a Subsidiary of a Credit Party, and (iii) this Credit Agreement and the
other Credit Documents.

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      6.12  NO OTHER NEGATIVE PLEDGES.

      No Credit Party will enter into, assume or become subject to any agreement
prohibiting or otherwise restricting the creation or assumption of any Lien upon
its properties or assets, whether now owned or hereafter acquired, or requiring
the grant of any security for such obligation if security is given for some
other obligation except (a) as set forth in (i) the Credit Documents and (ii)
any bond indenture or equivalent instrument (or any amendment or supplement
thereto) to which such Credit Party is now or hereafter a party and (b)
restrictions with respect to Liens on interests in joint ventures provided for
in the organizational documents of such joint venture or in any agreement
governing Indebtedness of such joint venture.

      6.13  OTHER INDEBTEDNESS.

      No Credit Party will, if any Event of Default has occurred and is
continuing or would be directly or indirectly caused as a result thereof, (a)
with respect to any Indebtedness (other than the Indebtedness under the Credit
Documents) of such Credit Party, shorten the final maturity or average life to
maturity or require any payment to be made sooner than originally scheduled or
increase the interest rate applicable thereto or change any subordination
provision thereof or (b) make (or give any notice with respect thereto) any
voluntary or optional payment or prepayment, redemption, acquisition for value
or defeasance of (including without limitation, by way of depositing money or
securities with the trustee with respect thereto before due for the purpose of
paying when due), refund, refinance or exchange of any Indebtedness (other than
the Indebtedness under the Credit Documents) of such Credit Party.

      6.14  RESTRICTIONS ON THE REITS.

      No REIT will engage in any activities or operations whatsoever other than
(a) general administrative and other functions permitted by law, (b) possessing
any promissory notes that evidence the Indebtedness permitted by Section 6.1(h)
and receiving payments of principal and interest on such promissory notes, (c)
possessing any other "real estate assets" within the meaning of Section
856(c)(5) of the Code for purposes of satisfying the requirements for a real
estate investment trust under applicable tax laws, (d) making or consenting to
dividends and distributions to a Credit Party and (e) notwithstanding the
foregoing, any other functions or other activities that are now or may become
required or permitted of a REIT for purposes of satisfying the requirements for
a real estate investment trust under applicable tax laws. Notwithstanding the
terms of Sections 6.1 and 6..2, (i) no REIT will incur any Indebtedness other
than (A) its obligations under the Guaranty, (B) accounts payable incurred for
general administrative and other functions of such REIT permitted by law in an
amount not to exceed $100,000 at any time outstanding, and (C) Indebtedness to
the Borrower or any other Credit Party and (ii) no REIT will contract, create,
incur, assume or permit to exist any Lien with respect to any of its property or
assets of any kind (whether real or personal, tangible or intangible), whether
now owned or after acquired, except for Liens in favor of the Administrative
Agent and Permitted Liens relating to the possession and operation of its real
property and other assets.

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                                   ARTICLE VII

                                EVENTS OF DEFAULT

      7.1   EVENTS OF DEFAULT.

      An Event of Default shall exist upon the occurrence, and during the
continuation, of any of the following specified events (each an "Event of
Default"):

            (a) Payment. The Borrower shall default in the payment (i) when due
      of any principal of any of the Loans or any Reimbursement Obligations or
      (ii) within five Business Days of when due of any interest on the Loans or
      any Reimbursement Obligations or any fees or other amounts owing
      hereunder, under any of the other Credit Documents or in connection
      herewith.

            (b) Representations. Any representation, warranty or statement made
      or deemed to be made by any Credit Party herein, in any of the other
      Credit Documents, or in any statement or certificate delivered or required
      to be delivered pursuant hereto or thereto shall prove untrue in any
      material respect on the date as of which it was made or deemed to have
      been made.

            (c) Covenants. The Borrower shall:

                  (i) default in the due performance or observance of any term,
            covenant or agreement contained in Sections 5.2, 5.10 or 6.1 through
            6.14 inclusive;

                  (ii) default in the due performance or observance of any term,
            covenant or agreement contained in Sections 5.1, 5.3, 5.5 or 5.11
            and such default shall continue unremedied for a period of five
            Business Days after the earlier of the Borrower becoming aware of
            such default or notice thereof given by the Administrative Agent; or

                  (iii) default in the due performance or observance by it of
            any term, covenant or agreement (other than those referred to in
            paragraphs (a), (b) or (c)(i) or (c)(ii) of this Section 7.1)
            contained in this Credit Agreement and such default shall continue
            unremedied for a period of at least 30 days after the earlier of the
            Borrower becoming aware of such default or written notice thereof
            given by the Administrative Agent.

            (d) Other Credit Documents. (i) Any Credit Party shall default in
      the due performance or observance of any term, covenant or agreement in
      any of the other Credit Documents and such default shall continue
      unremedied for a period of at least 30 days after the earlier of a Credit
      Party becoming aware of such default or written notice thereof given by
      the Administrative Agent, or (ii) any Credit Document shall fail to be in
      full force and effect or any Credit Party shall so assert or any Credit
      Document shall fail to give the Administrative Agent and the Lenders the
      security interests, liens, rights, powers and privileges purported to be
      created thereby.

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            (e) Guaranties. Any Guaranty or any provision thereof shall cease to
      be in full force and effect, or any Guarantor thereunder or any Person
      acting by or on behalf of such Guarantor shall deny or disaffirm such
      Guarantor's obligations under such Guaranty.

            (f) Bankruptcy, etc. The occurrence of any of the following: (i) a
      court or governmental agency having jurisdiction shall enter a decree or
      order for relief in respect of any Credit Party or any of its Subsidiaries
      in an involuntary case under any applicable bankruptcy, insolvency or
      other similar law now or hereafter in effect, or appoint a receiver,
      liquidator, assignee, custodian, trustee, sequestrator or similar official
      of any Credit Party or any of its Subsidiaries or for any substantial part
      of its property or ordering the winding up or liquidation of its affairs;
      or (ii) an involuntary case under any applicable bankruptcy, insolvency or
      other similar law now or hereafter in effect is commenced against any
      Credit Party or any of its Subsidiaries and such petition remains unstayed
      and in effect for a period of 60 consecutive days; or (iii) any Credit
      Party or any of its Subsidiaries shall commence a voluntary case under any
      applicable bankruptcy, insolvency or other similar law now or hereafter in
      effect, or consent to the entry of an order for relief in an involuntary
      case under any such law, or consent to the appointment or taking
      possession by a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or similar official of such Person or any substantial part of
      its property or make any general assignment for the benefit of creditors;
      or (iv) any Credit Party or any of its Subsidiaries shall admit in writing
      its inability to pay its debts generally as they become due or any action
      shall be taken by such Person in furtherance of any of the aforesaid
      purposes.

            (g) Defaults under Other Agreements.

                  (i) A Credit Party shall default in the due performance or
            observance (beyond the applicable grace period with respect thereto)
            of any material obligation or condition of any contract or lease
            material to the Credit Parties taken as a whole to which it is a
            party or by which it or its property is bound; or

                  (ii) With respect to any Indebtedness of a Credit Party the
            principal amount of which is in excess of $10,000,000 (other than
            Indebtedness outstanding under this Credit Agreement and
            Non-Recourse Land Financing), (A) any such Credit Party shall (x)
            default in any payment (beyond the applicable grace period with
            respect thereto, if any) with respect to any such Indebtedness, or
            (y) default (after giving effect to any applicable grace period) in
            the observance or performance relating to such Indebtedness or
            contained in any instrument or agreement evidencing, securing or
            relating thereto, or any other event or condition shall occur or
            condition exist, the effect of which default or other event or
            condition is to cause the holder or holders of such Indebtedness (or
            trustee or agent on behalf of such holders) to cause (determined
            without regard to whether any notice or lapse of time is required)
            any such Indebtedness to become due prior to its stated maturity;
            (B) any such Indebtedness shall be declared due and payable, or
            required to be prepaid other than by a regularly scheduled required
            prepayment prior to the stated maturity thereof, or required to be
            repurchased, defeased or redeemed (but not including a voluntary
            repayment of such Indebtedness); or (C) any such Indebtedness shall
            mature and remain unpaid.

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            (h) Judgments. Any judgment, order, or decree (including, without
      limitation, any judgment, order, or decree with respect to any litigation
      disclosed pursuant to the Credit Documents) shall be entered against any
      one or more of the Credit Parties involving a liability of $25,000,000 or
      more (to the extent not paid or covered by insurance provided by a carrier
      who has acknowledged coverage and in any event not including any
      Non-Recourse Land Financing), and such judgment, order or decree (i) is
      the subject of any enforcement proceeding commenced by any creditor or
      (ii) shall continue unsatisfied, undischarged and unstayed for a period
      ending on the first to occur of (A) the last day on which such judgment,
      order or decree becomes final and unappealable or (B) 30 days.

            (i) ERISA. The occurrence of any of the following events or
      conditions: (A) any "accumulated funding deficiency," as such term is
      defined in Section 302 of ERISA and Section 412 of the Code, whether or
      not waived, shall exist with respect to any Plan, or any Lien shall arise
      on the assets of any Credit Party, any of its Subsidiaries or any ERISA
      Affiliate in favor of the PBGC or a Plan; (B) a Termination Event shall
      occur with respect to a Single Employer Plan, which is, in the reasonable
      opinion of the Administrative Agent, likely to result in the termination
      of such Plan for purposes of Title IV of ERISA; (C) a Termination Event
      shall occur with respect to a Multiemployer Plan or Multiple Employer
      Plan, which is, in the reasonable opinion of the Administrative Agent,
      likely to result in (i) the termination of such Plan for purposes of Title
      IV of ERISA, or (ii) any Credit Party, any of its Subsidiaries or any
      ERISA Affiliate incurring any liability in connection with a withdrawal
      from, reorganization of (within the meaning of Section 4241 of ERISA), or
      insolvency (within the meaning of Section 4245 of ERISA) of such Plan; or
      (D) any prohibited transaction (within the meaning of Section 406 of ERISA
      or Section 4975 of the Code) or breach of fiduciary responsibility shall
      occur which may subject any Credit Party, any of its Subsidiaries or any
      ERISA Affiliate to any liability under Sections 406, 409, 502(i), or
      502(l) of ERISA or Section 4975 of the Code, or under any agreement or
      other instrument pursuant to which any Credit Party, any of its
      Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify
      any person against any such liability.

            (j) Ownership. There shall occur a Change of Control.

      7.2   ACCELERATION; REMEDIES.

      Upon the occurrence and during the continuance of an Event of Default, and
at any time thereafter unless and until such Event of Default has been waived in
writing by the Required Lenders (or the Lenders as may be required hereunder),
the Administrative Agent shall, upon the request and direction of the Required
Lenders, by written notice to the Borrower, take the following actions without
prejudice to the rights of the Administrative Agent or any Lender or Issuing
Bank to enforce its claims against the Credit Parties, except as otherwise
specifically provided for herein:

            (a) Termination of Commitments. Declare the Commitments and
      Swingline Commitment terminated whereupon the Commitments and Swingline
      Commitment and the obligation and power of the Issuing Banks to issue or
      Modify Facility LCs shall be immediately terminated.

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            (b) Acceleration of Loans. Declare the unpaid principal of and any
      accrued interest in respect of all Loans and any and all other
      indebtedness or obligations of any and every kind owing by a Credit Party
      to any of the Lenders hereunder to be due whereupon the same shall be
      immediately due and payable without presentment, demand, protest or other
      notice of any kind, all of which are hereby waived by the Borrower.

            (c) Facility LC Collateral Account. Demand that the Borrower cash
      collateralize the LC Exposure in accordance with Section 2.6(j).

            (d) Enforcement of Rights. Enforce any and all rights and interests
      created and existing under the Credit Documents, including, without
      limitation, all rights and remedies against a Guarantor and all rights of
      set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section
7.1(f) shall occur, then (i) the Commitments and Swingline Commitment and the
obligation and power of the Issuing Banks to issue Facility LCs shall
automatically terminate, (ii) all Loans, all accrued interest in respect
thereof, all accrued and unpaid fees and other Credit Party Obligations shall
immediately become due and payable and (iii) the Borrower will also forthwith,
and without any notice or act, cash collateralize the LC Exposure in accordance
with Section 2.6(j), all without the giving of any notice or other action by the
Administrative Agent or the Lenders, which notice or other action is expressly
waived by the Borrower.

Notwithstanding the fact that enforcement powers reside primarily with the
Administrative Agent, each Lender has, to the extent permitted by law, a
separate right of payment and shall be considered a separate "creditor" holding
a separate "claim" within the meaning of Section 101(5) of the Bankruptcy Code
or any other insolvency statute.

      7.3   ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT.

      Notwithstanding any other provisions of this Credit Agreement, after the
occurrence and during the continuance of an Event of Default, all amounts
collected or received by the Administrative Agent or any Lender on account of
amounts outstanding under any of the Credit Documents shall be paid over or
delivered as follows:

            FIRST, to the payment of all reasonable out-of-pocket costs and
      expenses (including without limitation reasonable attorneys' fees) of the
      Administrative Agent or any of the Lenders or Issuing Banks in connection
      with enforcing the rights of the Lenders or Issuing Banks under the Credit
      Documents;

            SECOND, to payment of any fees owed to the Administrative Agent or
      any Lender or Issuing Bank;

            THIRD, to the payment of all accrued interest payable to the Lenders
      hereunder and all other obligations (other than those obligations to be
      paid pursuant to clause "FOURTH" or clause "FIFTH" below) which shall have
      become due and payable under the Credit Documents and not repaid pursuant
      to clauses "FIRST" and "SECOND" above;

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            FOURTH, to the payment of the outstanding principal amount of the
      Loans and Reimbursement Obligations, pro rata as set forth below;

            FIFTH, to the Administrative Agent for deposit in the Facility LC
      Collateral Account to the extent of any LC Exposure; and

            SIXTH, to the payment of the surplus, if any, to whomever may be
      lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category and (b) each of the Lenders shall receive an amount equal to
its pro rata share (based on the proportion that the then outstanding Loans held
by such Lender bears to the aggregate then outstanding Loans) of amounts
available to be applied.

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

            Each of the Lenders and the Issuing Bank hereby irrevocably appoints
the Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.

            The bank serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent, and such
bank and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Borrower or any Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent hereunder.

            The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing as directed by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.2), and (c) except as expressly set forth
herein, the Administrative Agent shall not have any duty to disclose, and shall
not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.2) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default (other than an Event of Default under Section
7.1(a)) unless and until written notice thereof is given to the Administrative
Agent by the Borrower or a Lender, and the Administrative Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any

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statement, warranty or representation made in or in connection with this Credit
Agreement, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of
this Credit Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

            The Administrative Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing believed by it to be
genuine and to have been signed or sent by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. The Administrative Agent may consult with legal
counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or
experts.

            The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent; the Administrative Agent shall promptly
notify the Borrower and the Lenders of any such appointment. The Administrative
Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to
the Related Parties of the Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as
Administrative Agent.

            Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.
Such resignation shall not affect the rights or obligations of the
Administrative Agent in its capacity as a Lender, Swingline Lender or Issuing
Bank. Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 9.3 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

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            Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Credit Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Credit
Agreement, any related agreement or any document furnished hereunder or
thereunder.

            None of the Lenders identified in this Credit Agreement as a
Co-Agent, Documentation Agent, Managing Agent or Syndication Agent shall have
any right, power, obligation, liability, responsibility or duty under this
Credit Agreement other than those applicable to all Lenders as such. Without
limiting the foregoing, none of such Lenders shall have or be deemed to have a
fiduciary relationship with any Lender. Each Lender hereby makes the same
acknowledgments with respect to such Lenders as it makes with respect to the
Administrative Agent in the preceding paragraph of this Article VIII.

            Each of the Lenders hereby authorizes the Administrative Agent to
enter into the Intercreditor Agreement on their behalf and to carry out the
responsibilities and exercise the powers afforded the Administrative Agent
therein.

            None of the provisions of this Article VIII shall inure to the
benefit of the Borrower or of any Person other than Administrative Agent and
each of the Lenders and their respective successors and permitted assigns.
Accordingly, neither the Borrower nor any Person other than Administrative Agent
and the Lenders (and their respective successors and permitted assigns) shall be
entitled to rely upon, or to raise as a defense, the failure of the
Administrative Agent or any Lenders to comply with the provisions of this
Article VIII.

                                   ARTICLE IX

                                  MISCELLANEOUS

      9.1   NOTICES.

            (a) Except in the case of notices and other communications expressly
      permitted to be given by telephone (and subject to paragraph (b) below),
      all notices and other communications provided for herein shall be in
      writing and shall be delivered by hand or overnight courier service,
      mailed by certified or registered mail or sent by telecopy, as follows:

                  (i) if to the Borrower, to Pulte Homes, Inc., 100 Bloomfield
            Hills Parkway, Suite 300, Bloomfield Hills, MI 48304, Attention of
            Bruce E. Robinson (Telecopy No. (248) 433-4529); with a copy to
            Pulte Homes, Inc., 100 Bloomfield Hills Parkway, Suite 300,
            Bloomfield Hills, MI 48304, Attention of Calvin R. Boyd (Telecopy
            No. (248) 433-4529);

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                  (ii) if to the Administrative Agent, to JPMorgan Chase Bank,
            N.A., 277 Park Avenue, 3rd Floor, New York 10172, Attention of
            Kimberly C. Turner (Telecopy No. (646) 534-0574); with a copy to JP
            Morgan Loan Servicing, 10 S. Dearborn, 19th Fl., Chicago, IL 60603,
            Attention of Marlene Zanoria (Telecopy No. (312) 385-7101);

                  (iii) if to the Swingline Lender, to the same address as the
            Administrative Agent; and

                  (iv) if to any other Lender, to it at its address (or telecopy
            number) set forth in its Administrative Questionnaire.

            (b) Notices and other communications to the Lenders hereunder may be
      delivered or furnished by electronic communications pursuant to procedures
      approved by the Administrative Agent; provided that the foregoing shall
      not apply to notices pursuant to Article II unless otherwise agreed by the
      Administrative Agent and the applicable Lender. The Administrative Agent
      or the Borrower may, in its discretion, agree to accept notices and other
      communications to it hereunder by electronic communications pursuant to
      procedures approved by it; provided that approval of such procedures may
      be limited to particular notices or communications.

            (c) Any party hereto may change its address or telecopy number for
      notices and other communications hereunder by notice to the other parties
      hereto. All notices and other communications given to any party hereto in
      accordance with the provisions of this Credit Agreement shall be deemed to
      have been given on the date of receipt.

      9.2   WAIVERS; AMENDMENTS.

            (a) No failure or delay by the Administrative Agent, the Issuing
      Bank or any Lender in exercising any right or power hereunder shall
      operate as a waiver thereof, nor shall any single or partial exercise of
      any such right or power, or any abandonment or discontinuance of steps to
      enforce such a right or power, preclude any other or further exercise
      thereof or the exercise of any other right or power. The rights and
      remedies of the Administrative Agent, the Issuing Bank and the Lenders
      hereunder are cumulative and are not exclusive of any rights or remedies
      that they would otherwise have. No waiver of any provision of this Credit
      Agreement or consent to any departure by the Borrower therefrom shall in
      any event be effective unless the same shall be permitted by paragraph (b)
      of this Section, and then such waiver or consent shall be effective only
      in the specific instance and for the purpose for which given. Without
      limiting the generality of the foregoing, the making of a Loan or issuance
      or Modification of a Facility LC shall not be construed as a waiver of any
      Default, regardless of whether the Administrative Agent, any Lender or the
      Issuing Bank may have had notice or knowledge of such Default at the time.

            (b) Neither this Credit Agreement nor any other Credit Document nor
      any provision hereof or thereof may be waived, amended or modified except
      pursuant to an agreement or agreements in writing entered into by the
      Borrower (or other applicable Credit Parties) and the Required Lenders or
      by the Borrower (or other applicable Credit Parties) and the
      Administrative Agent with the consent of the Required Lenders; provided
      that no such

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      agreement shall (i) change the amount of the Commitment of any Lender
      (except as provided in Section 2.9) without the written consent of such
      Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or
      reduce the rate of interest thereon, or reduce any fees or other amounts
      payable hereunder, without the written consent of each Lender affected
      thereby, (iii) postpone the scheduled date of payment of the principal
      amount of any Loan or LC Disbursement, or any interest thereon, or any
      fees or other amounts payable hereunder, or reduce the amount of, waive or
      excuse any such payment, or postpone the scheduled date of expiration of
      any Commitment, without the written consent of each Lender affected
      thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter
      the pro rata sharing of payments required thereby, without the written
      consent of each Lender, (v) except as the result of or in connection with
      a merger or other disposition of a Credit Party permitted under Section
      6.4, (A) release the Borrower from its obligations under the Credit
      Agreement or (B) release any Credit Party that individually or, together
      with any other Credit Party previously released or to be released
      simultaneously therewith, cumulatively accounts for more than 5% of
      Tangible Net Worth from its obligations under the Credit Documents, in
      each case without the written consent of each Lender; (vi) consent to the
      assignment or transfer by the Borrower or all or substantially all of the
      other Credit Parties of any of its or their rights and obligations under
      (or in respect of) the Credit Documents except as permitted thereby,
      without the written consent of each Lender; (vii) change any of the
      provisions of this Section or the definition of "Required Lenders" or any
      other provision hereof specifying the number or percentage of Lenders
      required to waive, amend or modify any rights hereunder or make any
      determination or grant any consent hereunder, without the written consent
      of each Lender; or (viii) amend the definition of Maximum Commitment Limit
      without the written consent of each Lender; provided further that no such
      agreement shall amend, modify or otherwise affect the rights or duties of
      the Administrative Agent, the Issuing Bank or the Swingline Lender
      hereunder without the prior written consent of the Administrative Agent,
      the Issuing Bank or the Swingline Lender, as the case may be.

      9.3   EXPENSES; INDEMNITY; DAMAGE WAIVER.

            (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses
      incurred by the Administrative Agent and its Affiliates and payable to
      third parties, including the reasonable fees, charges and disbursements of
      counsel for the Administrative Agent, in connection with the syndication
      of the credit facilities provided for herein, the preparation and
      administration of this Credit Agreement or any amendments, modifications
      or waivers of the provisions hereof (whether or not the transactions
      contemplated hereby or thereby shall be consummated), (ii) all reasonable
      out-of-pocket expenses incurred by the Issuing Bank and payable to third
      parties in connection with the issuance, amendment, renewal or extension
      of any Facility LC or any demand for payment thereunder and (iii) all
      out-of-pocket expenses incurred by the Administrative Agent, the Issuing
      Bank or any Lender and payable to third parties, including the fees,
      charges and disbursements of any counsel for the Administrative Agent, the
      Issuing Bank or any Lender, in connection with the enforcement or
      protection of its rights in connection with this Credit Agreement,
      including its rights under this Section, or in connection with the Loans
      made or Facility LCs issued hereunder, including all such out-of-pocket
      expenses incurred during any workout, restructuring or negotiations in
      respect of such Loans or Facility LCs.

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            (b) The Borrower shall indemnify the Administrative Agent, the
      Issuing Bank and each Lender, and each Related Party of any of the
      foregoing Persons (each such Person being called an "Indemnitee") against,
      and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses, including the fees, charges and
      disbursements of any counsel for any Indemnitee, incurred by or asserted
      against any Indemnitee arising out of, in connection with, or as a result
      of (i) the execution or delivery of this Credit Agreement or any agreement
      or instrument contemplated hereby, the performance by the parties hereto
      of their respective obligations hereunder or the consummation of the
      transactions contemplated hereby, (ii) any Loan or Facility LC or the use
      of the proceeds therefrom (including any refusal by the Issuing Bank to
      honor a demand for payment under a Facility LC if the documents presented
      in connection with such demand do not strictly comply with the terms of
      such Facility LC), (iii) any actual or alleged presence or release of
      Hazardous Materials on or from any property owned or operated by the
      Borrower or any of its Subsidiaries, or any Environmental Liability
      related in any way to the Borrower or any of its Subsidiaries, or (iv) any
      actual or prospective claim, litigation, investigation or proceeding
      relating to any of the foregoing, whether based on contract, tort or any
      other theory and regardless of whether any Indemnitee is a party thereto;
      provided that such indemnity shall not, as to any Indemnitee, be available
      to the extent that such losses, claims, damages, liabilities or related
      expenses are determined by a court of competent jurisdiction have resulted
      from the gross negligence or wilful misconduct of such Indemnitee.

            (c) To the extent that the Borrower fails to pay any amount required
      to be paid by it to the Administrative Agent, the Issuing Bank or the
      Swingline Lender under paragraph (a) or (b) of this Section, each Lender
      severally agrees to pay to the Administrative Agent, the Issuing Bank or
      the Swingline Lender, as the case may be, such Lender's Applicable
      Percentage (determined as of the time that the applicable unreimbursed
      expense or indemnity payment is sought) of such unpaid amount; provided
      that the unreimbursed expense or indemnified loss, claim, damage,
      liability or related expense, as the case may be, was incurred by or
      asserted against the Administrative Agent, the Issuing Bank or the
      Swingline Lender in its capacity as such.

            (d) To the extent permitted by applicable law, the Borrower shall
      not assert, and hereby waives, any claim against any Indemnitee, on any
      theory of liability, for special, indirect, consequential or punitive
      damages (as opposed to direct or actual damages) arising out of, in
      connection with, or as a result of, this Credit Agreement or any agreement
      or instrument contemplated hereby, the transactions contemplated hereby,
      any Loan or Facility LC or the use of the proceeds thereof.

            (e) All amounts due under this Section shall be payable promptly
      after written demand therefor.

      9.4   SUCCESSORS AND ASSIGNS.

            (a) The provisions of this Credit Agreement shall be binding upon
      and inure to the benefit of the parties hereto and their respective
      successors and assigns permitted hereby (including any Affiliate of an
      Issuing Bank that issues any Facility LC), except that (i) the Borrower
      may not assign or otherwise transfer any of its rights or obligations
      hereunder

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      without the prior written consent of each Lender (and any attempted
      assignment or transfer by the Borrower without such consent shall be null
      and void) and (ii) no Lender may assign or otherwise transfer its rights
      or obligations hereunder except in accordance with this Section. Nothing
      in this Credit Agreement, expressed or implied, shall be construed to
      confer upon any Person (other than the parties hereto, their respective
      successors and assigns permitted hereby (including any Affiliate of an
      Issuing Bank that issues any Facility LC), Participants (to the extent
      provided in paragraph (c) of this Section) and, to the extent expressly
      contemplated hereby, the Related Parties of each of the Administrative
      Agent, the Issuing Bank and the Lenders) any legal or equitable right,
      remedy or claim under or by reason of this Credit Agreement.

            (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
      below, any Lender may assign to one or more assignees all or a portion of
      its rights and obligations under this Credit Agreement (including all or a
      portion of its Commitment and the Loans at the time owing to it) with the
      prior written consent (such consent not to be unreasonably withheld or
      delayed) of:

                  (A) the Borrower, provided that no consent of the Borrower
            shall be required for an assignment to a Lender, an Affiliate of a
            Lender, an Approved Fund or, if an Event of Default has occurred and
            is continuing, any other assignee; and

                  (B) the Administrative Agent, provided that no consent of the
            Administrative Agent shall be required for an assignment of any
            Revolving Commitment to an assignee that is a Lender immediately
            prior to giving effect to such assignment.

                  (ii) Assignments shall be subject to the following additional
            conditions:

                  (A) each partial assignment shall be made as an assignment of
            a proportionate part of all the assigning Lender's rights and
            obligations under this Credit Agreement;

                  (B) the parties to each assignment shall execute and deliver
            to the Administrative Agent an Assignment and Assumption, together
            with a processing and recordation fee of $3,500; and

                  (C) the assignee, if it shall not be a Lender, shall deliver
            to the Administrative Agent an Administrative Questionnaire.

            For the purposes of this Section 9.4(b), the term "Approved Fund"
has the following meaning:

            "Approved Fund" means any Person (other than a natural person) that
is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

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                  (iii) Subject to acceptance and recording thereof pursuant to
            paragraph (b)(iv) of this Section, from and after the effective date
            specified in each Assignment and Assumption the assignee thereunder
            shall be a party hereto and, to the extent of the interest assigned
            by such Assignment and Assumption, have the rights and obligations
            of a Lender under this Credit Agreement, and the assigning Lender
            thereunder shall, to the extent of the interest assigned by such
            Assignment and Assumption, be released from its obligations under
            this Credit Agreement (and, in the case of an Assignment and
            Assumption covering all of the assigning Lender's rights and
            obligations under this Credit Agreement, such Lender shall cease to
            be a party hereto but shall continue to be entitled to the benefits
            of Sections 2.15, 2.16, 2.17 and 9.3 with respect to obligations
            accruing and matters occurring prior to the effective date of such
            assignment). Any assignment or transfer by a Lender of rights or
            obligations under this Credit Agreement that does not comply with
            this Section 9.4 shall be treated for purposes of this Credit
            Agreement as a sale by such Lender of a participation in such rights
            and obligations in accordance with paragraph (c) of this Section.

                  (iv) The Administrative Agent, acting for this purpose as an
            agent of the Borrower, shall maintain at one of its offices a copy
            of each Assignment and Assumption delivered to it and a register for
            the recordation of the names and addresses of the Lenders, and the
            Commitment of, and principal amount of the Loans and LC
            Disbursements owing to, each Lender pursuant to the terms hereof
            from time to time (the "Register"). The entries in the Register
            shall be conclusive, and the Borrower, the Administrative Agent, the
            Issuing Bank and the Lenders may treat each Person whose name is
            recorded in the Register pursuant to the terms hereof as a Lender
            hereunder for all purposes of this Credit Agreement, notwithstanding
            notice to the contrary. The Register shall be available for
            inspection by the Borrower, any Lender and Issuing Bank, at any
            reasonable time and from time to time upon reasonable prior notice.

                  (v) Upon its receipt of a duly completed Assignment and
            Assumption executed by an assigning Lender and an assignee, the
            assignee's completed Administrative Questionnaire (unless the
            assignee shall already be a Lender hereunder), the processing and
            recordation fee referred to in paragraph (b) of this Section and any
            written consent to such assignment required by paragraph (b) of this
            Section, the Administrative Agent shall accept such Assignment and
            Assumption and record the information contained therein in the
            Register; provided that if either the assigning Lender or the
            assignee shall have failed to make any payment required to be made
            by it pursuant to Section 2.4(c), 2.5(c), 2.6(d) or (e), 2.7(b),
            2.18(d) or 9.3(c), the Administrative Agent shall have no obligation
            to accept such Assignment and Assumption and record the information
            therein in the Register unless and until such payment shall have
            been made in full, together with all accrued interest thereon. No
            assignment shall be effective for purposes of this Credit Agreement
            unless it has been recorded in the Register as provided in this
            paragraph.

                  (c) (i) Any Lender may, without the consent of the Borrower,
            the Administrative Agent, any Issuing Bank or the Swingline Lender,
            sell participations to one or more banks or other entities (a
            "Participant") in all or a portion of such Lender's rights and
            obligations under this Credit Agreement (including all or a portion
            of its Commitment and the Loans owing to it); provided that (A) such
            Lender's obligations under this Credit Agreement shall

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            remain unchanged, (B) such Lender shall remain solely responsible to
            the other parties hereto for the performance of such obligations and
            (C) the Borrower, the Administrative Agent and the other Lenders and
            Issuing Bank shall continue to deal solely and directly with such
            Lender in connection with such Lender's rights and obligations under
            this Credit Agreement. Any agreement or instrument pursuant to which
            a Lender sells such a participation shall provide that such Lender
            shall retain the sole right to enforce this Credit Agreement and to
            approve any amendment, modification or waiver of any provision of
            this Credit Agreement; provided that such agreement or instrument
            may provide that such Lender will not, without the consent of the
            Participant, agree to any amendment, modification or waiver
            described in the first proviso to Section 9.2(b) that affects such
            Participant. Subject to paragraph (c)(ii) of this Section, the
            Borrower agrees that each Participant shall be entitled to the
            benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it
            were a Lender and had acquired its interest by assignment pursuant
            to paragraph (b) of this Section. To the extent permitted by law,
            each Participant also shall be entitled to the benefits of Section
            9.8 as though it were a Lender, provided such Participant agrees to
            be subject to Section 2.18(c) as though it were a Lender.

                  (ii) A Participant shall not be entitled to receive any
            greater payment under Section 2.15 or 2.17 than the applicable
            Lender would have been entitled to receive with respect to the
            participation sold to such Participant, unless the sale of the
            participation to such Participant is made with the Borrower's prior
            written consent, which consent makes specific reference to this
            Section 9.4(c)(ii). A Participant that would be a Foreign Lender if
            it were a Lender shall not be entitled to the benefits of Section
            2.17 unless the Borrower is notified of the participation sold to
            such Participant and such Participant agrees, for the benefit of the
            Borrower, to comply with Section 2.17(e) as though it were a Lender.

                  (d) Any Lender may at any time pledge or assign a security
            interest in all or any portion of its rights under this Credit
            Agreement to secure obligations of such Lender, including without
            limitation any pledge or assignment to secure obligations to a
            Federal Reserve Bank, and this Section shall not apply to any such
            pledge or assignment of a security interest; provided that no such
            pledge or assignment of a security interest shall release a Lender
            from any of its obligations hereunder or substitute any such pledgee
            or assignee for such Lender as a party hereto.

            9.5 SURVIVAL. All covenants, agreements, representations and
      warranties made by the Borrower herein and in the certificates or other
      instruments delivered in connection with or pursuant to this Credit
      Agreement shall be considered to have been relied upon by the other
      parties hereto and shall survive the execution and delivery of this Credit
      Agreement and the making of any Loans and issuance of any Facility LCs,
      regardless of any investigation made by any such other party or on its
      behalf and notwithstanding that the Administrative Agent, any Issuing Bank
      or any Lender may have had notice or knowledge of any Default or incorrect
      representation or warranty at the time any credit is extended hereunder,
      and shall continue in full force and effect as long as the principal of or
      any accrued interest on any Loan or any fee or any other amount payable
      under this Credit Agreement is outstanding and unpaid or any Facility LC
      is outstanding and so long as the Commitments have not expired or
      terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.3 and
      Article VIII shall survive and remain in full force and effect regardless
      of the consummation of

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the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Facility LCs and the Commitments or the termination of
this Credit Agreement or any provision hereof.

      9.6 COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Credit Agreement may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Credit Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. Except as provided in
Section 4.1, this Credit Agreement shall become effective when it shall have
been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Credit Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Credit Agreement.

      9.7 SEVERABILITY. Any provision of this Credit Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

      9.8 RIGHT OF SETOFF. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower or any
other Credit Party against any of and all the obligations of the Borrower or any
other Credit Party now or hereafter existing under this Credit Agreement or any
other Credit Document held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Credit Agreement or any other
Credit Document and although such obligations may be unmatured. The rights of
each Lender under this Section are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

      9.9 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.

            (a) This Credit Agreement shall be construed in accordance with and
      governed by the law of the State of New York.

            (b) The Borrower hereby irrevocably and unconditionally submits, for
      itself and its property, to the nonexclusive jurisdiction of the Supreme
      Court of the State of New York sitting in New York County and of the
      United States District Court of the Southern District of New York, and any
      appellate court from any thereof, in any action or proceeding arising out
      of or relating to this Credit Agreement, or for recognition or enforcement
      of any judgment, and each of the parties hereto hereby irrevocably and
      unconditionally agrees that all claims in

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      respect of any such action or proceeding may be heard and determined in
      such New York State or, to the extent permitted by law, in such Federal
      court. Each of the parties hereto agrees that a final judgment in any such
      action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by
      law. Nothing in this Credit Agreement shall affect any right that the
      Administrative Agent, the Issuing Bank or any Lender may otherwise have to
      bring any action or proceeding relating to this Credit Agreement against
      the Borrower or its properties in the courts of any jurisdiction.

            (c) The Borrower hereby irrevocably and unconditionally waives, to
      the fullest extent it may legally and effectively do so, any objection
      which it may now or hereafter have to the laying of venue of any suit,
      action or proceeding arising out of or relating to this Credit Agreement
      in any court referred to in paragraph (b) of this Section. Each of the
      parties hereto hereby irrevocably waives, to the fullest extent permitted
      by law, the defense of an inconvenient forum to the maintenance of such
      action or proceeding in any such court.

            (d) Each party to this Credit Agreement irrevocably consents to
      service of process in the manner provided for notices in Section 9.1.
      Nothing in this Credit Agreement will affect the right of any party to
      this Credit Agreement to serve process in any other manner permitted by
      law.

      9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
CREDIT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      9.11 HEADINGS. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Credit
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Credit Agreement.

      9.12 CONFIDENTIALITY. Each of the Administrative Agent, any Issuing Bank
and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Credit Agreement, (e) in connection with the exercise
of any remedies hereunder or any suit, action or proceeding relating to this
Credit Agreement or the enforcement of rights hereunder, (f) subject to an
agreement containing provisions substantially the

                                       82
<PAGE>

same as those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Credit Agreement or (ii) any actual or prospective counterparty (or
its advisors) to any swap or derivative transaction relating to the Borrower and
its obligations, (g) with the consent of the Borrower or (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent, any Issuing
Bank or any Lender on a nonconfidential basis from a source other than the
Borrower. For the purposes of this Section, "Information" means all information
received from the Borrower relating to the Borrower or its business, other than
any such information that is available to the Administrative Agent, any Issuing
Bank or any Lender on a nonconfidential basis prior to disclosure by the
Borrower; provided that, in the case of information received from the Borrower
after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

      9.13 USA PATRIOT ACT. Each Lender that is subject to the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act") hereby notifies the Borrower that pursuant to the
requirements of the Act, it is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of
the Borrower and other information that will allow such Lender to identify the
Borrower in accordance with the Act.

                                       83
<PAGE>

      Each of the parties hereto has caused a counterpart of this Second Amended
and Restated Credit Agreement to be duly executed and delivered as of the date
first above written.

BORROWER:
                                       PULTE HOMES, INC.,
                                       a Michigan corporation

                                       By: ____________________________________
                                               Bruce E. Robinson
                                               Vice President and Treasurer

                                       84
<PAGE>

LENDERS:

                                   JPMORGAN CHASE BANK, N.A.,
                                   individually in its capacity as a Lender and
                                   in its capacity as the Administrative Agent

                                   By: ________________________________________
                                   Name: ______________________________________
                                   Title: _____________________________________

                                       85
<PAGE>

                                 SCHEDULE 1.1(a)

<TABLE>
<CAPTION>
                          LENDER                                   COMMITMENT
-----------------------------------------------------------    -----------------
<S>                                                            <C>
JPMorgan Chase Bank, N.A.                                      $   75,000,000.00
Citigroup Global Markets, Inc.                                     75,000,000.00
Barclays Bank PLC                                                  75,000,000.00
BNP Paribas                                                        75,000,000.00
Calyon New York Branch                                             75,000,000.00
Comerica Bank                                                      75,000,000.00
Deutsche Bank Trust Company Americas                               75,000,000.00
Merrill Lynch Bank USA                                             75,000,000.00
The Royal Bank of Scotland plc                                     75,000,000.00
SunTrust Bank                                                      75,000,000.00
UBS Loan Finance LLC                                               75,000,000.00
Wachovia Bank, National Association                                75,000,000.00
The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch                 60,000,000.00
Bank of America, N.A.                                              50,000,000.00
Guaranty Bank                                                      50,000,000.00
Lloyds TSB Bank plc                                                50,000,000.00
Mizuho Corporate Bank, Ltd.                                        50,000,000.00
PNC Bank, National Association                                     50,000,000.00
LaSalle Bank National Association                                  45,000,000.00
Washington Mutual Bank                                             40,000,000.00
AmSouth Bank                                                       35,000,000.00
Fifth Third Bank, a Michigan bank corporation                      35,000,000.00
U.S. Bank, National Association                                    35,000,000.00
Banco Popular de Puerto Rico, New York Branch                      25,000,000.00
City National Bank                                                 25,000,000.00
Compass Bank, an Alabama banking corporation                       25,000,000.00
The Northern Trust Company                                         20,000,000.00
Bank of Hawaii, a Hawaii corporation                               15,000,000.00
California Bank & Trust, a California banking corporation          15,000,000.00
Chang Hwa Commercial Bank, Ltd., New York Branch                   15,000,000.00
E.Sun Commercial Bank, Ltd., Los Angeles Branch                    15,000,000.00
The International Commercial Bank of China, New York Agency        15,000,000.00
The Norinchukin Bank, New York Branch                              15,000,000.00
Bank of Communications, New York Branch                            10,000,000.00
Malayan Banking Berhad, New York Branch                            10,000,000.00
Taipei Fubon Commercial Bank, New York Agency                      10,000,000.00
                                                               -----------------
TOTAL                                                          $1,615,000,000.00
</TABLE>

<PAGE>

                                 SCHEDULE 1.1(b)

                           EXISTING LETTERS OF CREDIT

                                        1
<PAGE>

                                 SCHEDULE 1.1(c)

                                 PERMITTED LIENS

                                      None

                                        1
<PAGE>

                                  SCHEDULE 4.10

                                  INDEBTEDNESS

                                      None

                                        1
<PAGE>

                                  SCHEDULE 4.11

                                   LITIGATION

                                      None

                                        1
<PAGE>


                                  SCHEDULE 4.15

                                  SUBSIDIARIES

                       Subsidiaries as of October 15, 2005

<TABLE>
<CAPTION>
                                           STATE OF     SHARES                                  OBLIGATION         OPTIONS MATERIAL
                    NAME                 INCORPORATION    O/S               OWNED BY              SHARES    OWNED    O/S     SUB?
     ----------------------------------  -------------  ------- ------------------------------- ----------  -----  ------- --------
<S>  <C>                                 <C>            <C>     <C>                             <C>         <C>    <C>     <C>
1.   56th and Lone Mountain, L.L.C.          Arizona            Del Webb's Coventry Homes, Inc.                50%   No

2.   7601 River Road, LP                    Delaware              Pulte Homes of NJ, Limited                   99%   No
                                                                          Partnership

3.   American Title of the Palm Beaches     Michigan      1,000  Pulte Diversified Companies,        1,000    100%   No
     Corporation                                                             Inc.

4.   Andrea's Court, S.E.                 Puerto Rico           Pulte International Building                   50%   No
                                                                             Corp.

5.   Anthem Arizona L.L.C. (Arizona)         Arizona        100     Del Webb Communities of            100    100%   No      Yes
                                                                        Illinois, Inc.

6.   Asset Five Corp.                        Arizona        100      Del Webb Corporation              100    100%   No

7.   Asset One Corp.                         Arizona      1,000      Del Webb Corporation            1,000    100%   No

8.   Asset Seven Corp.                       Arizona      1,711      Del Webb Corporation            1,711     89%   No      Yes

9.   August Woods, LLC                      Maryland                    Wil Corporation                       100%   No

10.  BMD Development, LLC                   Michigan                  PHNE Business Trust                     100%   No

11.  Bel North, LLC                         Maryland                    Wil Corporation                       100%   No

12.  Butterfield Properties LLC             Michigan                Pulte Homes of Ohio L.L.C.                100%   No

13.  Carr's Grant, L.L.C.                   Maryland                    Wil Corporation                       100%   No

14.  Chandler DJ Basin, LLC                 Michigan              Chandler Natural Resources                  100%   No
                                                                             Corp.

15.  Chandler Natural Resources             Michigan      1,000     Pulte Home Corporation           1,000    100%   No
     Corporation

16.  Chase Triple M, LLC                    Delaware                Pulte Home Corporation                  51.61%   No

17.  Ciudad Riviera, S.A. de C.V.            Mexico         500 Controladora PHC, S.A. DE C.V.         500     25%   No

18.  Clairmont, L.L.C.                      Michigan        100     Pulte Home Corporation             100    100%   No

19.  Coachman Development, LLC              Michigan            Pulte Homes of New England, LLC               100%   No

20.  Consorcio Inmobiliario Su Casita,       Mexico             Hipotecaria Su Casita, S.A. de                 99%   No
     S.A. de C.V.                                                            C.V.

21.  Contractors Insurance Company of        Hawaii                 NABIC/Pulte Homes, Inc.                   100%   No
     North America, Inc. a Risk
     Retention Group

22.  Controladora PHC, S.A. DE C.V.          Mexico     499,955   Pulte International-Mexico,      499,955  99.99%   No
                                                                             Inc.
                                                                    Pulte Home Corporation                   0.01%

23.  Corporacion Activa de Servicios de      Mexico             Hipotecaria Su Casita, S.A. de                 99%
     Administracion, S.A. de C.V.                                            C.V.

24.  Corte Bella Golf Club, LLC             Michigan                Pulte Home Corporation                    100%   No

25.  CP Sunridge, LLC                       Delaware                Pulte Home Corporation                     50%   No

26.  Dean Realty Company                    Michigan        100  Pulte Arizona Services, Inc.          100    100%   No
</TABLE>

                                        1
<PAGE>

<TABLE>
<CAPTION>
                                           STATE OF     SHARES                                  OBLIGATION         OPTIONS MATERIAL
                    NAME                 INCORPORATION    O/S               OWNED BY              SHARES    OWNED    O/S     SUB?
     ----------------------------------  -------------  ------- ------------------------------- ----------  -----  ------- --------
<S>  <C>                                 <C>            <C>     <C>                             <C>         <C>    <C>     <C>
27.  Del E. Webb Development Co., L.P.      Delaware               Del Webb Communities, Inc.                  99%   No
                                                                Del Webb Construction Services
                                                                               Co.                              1%

28.  Del E. Webb Financial Corporation       Arizona      1,000       Del Webb Corporation           1,000    100%   No

29.  Del E. Webb Foothills Corporation       Arizona      1,000  Del Webb Commercial Properties      1,000    100%   No
                                                                           Corporation

30.  Del E. Webb Land Conservancy            Arizona

31.  Del Webb Building Products LLC         Michigan                 Del Webb Communities of                  100%   No
                                                                         Illinois, Inc.

32.  Del Webb California Corp.               Arizona        250       Del Webb Corporation             250    100%   No      Yes

33.  Del Webb Commercial Properties          Arizona      1,000       Del Webb Corporation           1,000    100%   No
     Corporation

34.  Del Webb Communties of Illinois,        Arizona      1,000       Del Webb Corporation           1,000    100%   No      Yes
     Inc.

35.  Del Webb Communities of Virgina,        Arizona      1,000 Del Webb's Coventry Homes, Inc.      1,000    100%   No
     Inc.

36.  Del Webb Communities, Inc.              Arizona    751,852       Del Webb Corporation         751,852    100%   No      Yes

37.  Del Webb Community Management Co.       Arizona      1,000   Pulte Arizona Services, Inc.       1,000    100%   No

38.  Del Webb Construction Services Co.      Arizona        100       Del Webb Corporation             100    100%   No

39.  Del Webb Corporation                   Delaware        100         Pulte Homes, Inc.              100    100%   No      Yes

40.  Del Webb Golf Corp.                     Arizona      1,000       Del Webb Corporation           1,000    100%   No      Yes

41.  Del Webb Home Construction, Inc.        Arizona        100     Del Webb Communities, Inc          100    100%   No      Yes

42.  Del Webb Homes, Inc.                    Arizona      1,000       Del Webb Corporation           1,000    100%   No

43.  Del Webb Limited Holding Co.            Arizona      1,000     Del Webb Communities, Inc        1,000    100%   No

44.  Del Webb Midatlantic Corp.              Arizona        100       Del Webb Corporation             100    100%   No

45.  Del Webb Mortgage LLC                  Delaware                   Pulte Mortgage LLC                     100%   No

46.  Del Webb Property Corp.                 Arizona        100       Del Webb Corporation             100    100%   No

47.  Del Webb Purchasing Company of          Arizona      1,000       Del Webb Corporation           1,000    100%   No
     Illinois, Inc.

48.  Del Webb Southwest Co.                  Arizona      1,000  Del Webb Construction Services      1,000    100%   No
                                                                               Co.

49.  Del Webb Texas Limited Partnership      Arizona              Del Webb Limited Holding Co.                 99%   No      Yes
                                                                      Del Webb Southwest Co.                    1%

50.  Del Webb Texas Title Agency Co.         Arizona      1,000       Del Webb Southwest Co          1,000    100%   No

51.  Del Webb Title Company of Nevada,       Nevada         100       Del Webb Corporation             100    100%   No
     Inc.

52.  Del Webb's Contracting Services,        Arizona      1,000     Del Webb Communities, Inc        1,000    100%   No
     Inc.

53.  Del Webb's Coventry Homes               Arizona      1,000  Del Webb's Coventry Homes, Inc.     1,000    100%   No      Yes
     Construction Co.

54.  Del Webb's Coventry Homes of Nevada     Arizona      1,000  Del Webb's Coventry Homes, Inc.     1,000    100%   No

55.  Del Webb's Spruce Creek                 Arizona      1,000       Del Webb Corporation           1,000    100%   No      Yes
     Communities, Inc.

56.  Del Webb's Sunflower of Tucson, Inc.    Arizona      1,000    Del Webb Communities, Inc.        1,000    100%   No

57.  Del Webb's Coventry Homes, Inc.         Arizona      1,000       Del Webb Corporation           1,000    100%   No      Yes

58.  Desarrolladous Urbanos (Canooanas)    Puerto Rico            Pulte International Building                 50%   No
     SE

59.  Devtex Land, L.P.                        Texas                        PN II, Inc.                      99.90%   No
                                                                           PN I, Inc.                        0.10%

60.  DiVosta Homes, L.P.                    Delaware                     PH1 Corporation                       99%   No      Yes
                                                                   DiVosta Homes Holdings, LLC                  1%

61.  DR Super Block 1 South, LLC            Delaware                 Pulte Home Corporation                    50%   No
</TABLE>

                                        2
<PAGE>

<TABLE>
<CAPTION>
                                           STATE OF     SHARES                                  OBLIGATION         OPTIONS MATERIAL
                    NAME                 INCORPORATION    O/S               OWNED BY              SHARES    OWNED    O/S     SUB?
     ----------------------------------- ------------- --------- ------------------------------ ----------  -----  ------- --------
<S>  <C>                                 <C>           <C>       <C>                            <C>         <C>    <C>     <C>
62.  DiVosta Building Corporation            Florida       5,000        DiVosta Homes, L.P.          5,000    100%   No      Yes

63.  DiVosta Homes Holdings, LLC            Delaware                      PH1 Corporation                     100%

64.  DiVosta Homes Marketing, Inc.           Florida       1,000        DiVosta Homes, L.P.          1,000    100%   No

65.  DiVosta Homes Sales, Inc.               Florida       5,000        DiVosta Homes, L.P.          5,000    100%   No

66.  DW Aviation Co.                         Arizona       1,000       Del Webb Corporation          1,000    100%   No

67.  DW Homebuilding Co.                     Arizona       1,000       Del Webb Corporation          1,000    100%   No

68.  Edinburgh Realty Corporation           Michigan      10,000      Pulte Home Corporation        10,000    100%   No

69.  Fallsgrove Associates LLC              Maryland                  Pulte Home Corporation                35.36%   No

70.  Fideicomiso 102412                      Mexico          222        Pulte Mortgage LLC

71.  First Heights Bank, fsb                  Texas    7,500,100  Pulte Diversified Companies    7,500,100    100%   No

72.  First Heights Holding Corporation      Michigan      50,000  Pulte Diversified Companies,      50,000    100%   No
                                                                               Inc.

73.  Florida Building Products, Inc.         Florida       5,000        DiVosta Homes, L.P.          5,000    100%   No      Yes

74.  Fort Lincoln-Pulte Limited                DC                     Pulte Home Corporation                    1%   No
     Liability Company

75.  Gatestone, LLC                         Michigan                  Pulte Home Corporation                  100%   No

76.  GI Development Business Trust       Massachusetts                PHNE Business Trust                     100%   No

77.  Grand Place Hayward, LLC              California                 Pulte Home Corporation                  100%   No

78.  Grayhaven Estates Limited, L.L.C.      Michigan                      Pulte Homes, Inc.                    99%   No
                                                                          PNI, Inc.                             1%

79.  Great Island Community, LLC            Michigan             GI Development Business Trust                100%   No

80.  Grupo Su Casita Trust                   Mexico                     Pulte Mortgage LLC                  16.66%   No

81.  Grupo Su Casita. S.A. de C.V.           Mexico                    Grupo Su Casita Trust                  100%   No

82.  Guaranteed Mortgage Corporation III    Michigan       1,000   Pulte Financial Companies,        1,000    100%   No
                                                                               Inc.

83.  H.D. Whispering Creek, L.L.C.          Maryland                 Pulte Home Corporation                   100%   No

84.  H. D. Investments I, LLC               Maryland                      Wil Corporation                     100%   No

85.  Harrison Hills, LLC                    Maryland                      Wil Corporation                     100%   No

86.  Herring Pond Development               Michigan       1,000  Pulte Homes of New England,        1,000    100%   No
     Corporation                                                               LLC

87.  Highlands One                          Maryland                      Wil Corporation                     100%   No

88.  Hilltop Farms Development, LLC         Michigan             Pulte Homes of New England LLC               100%   No

89.  Hipotecaria Su Casita, S.A. de C.V.     Mexico    1,320,136       Pulte Mortgage LLC          335,680  22.90%   No

90.  Homesite Solutions Corporation         Michigan       1,000      Pulte Home Corporation         1,000    100%   No

91.  HydroSource Acquisition, Inc.          Michigan       1,000         Preserve I, Inc.            1,000    100%   No

92.  Island Walk Development Company         Florida       5,000        DiVosta Homes, L.P.          5,000    100%   No

93.  Island Walk Realty, Inc.                Florida         500        DiVosta Homes, L.P.            500    100%   No

94.  Interesa, S.A. de C.V.                  Mexico    1,872,688 Fideicomiso (3,395,461 Outst.)                      No

95.  JNN Properties LLC                     Michigan         100      Pulte Home Corporation                  100%   No

96.  Jersey Meadows LLC                    New Jersey        100         Preserve I, Inc.                     100%   No

97.  Joliet Mortgage Reinsurance Company     Vermont         100        Pulte Mortgage LLC             100    100%   No

98.  Kyle Acquisition Group, LLC             Nevada                         PN II, Inc.                     11.99%   No

99.  Lexington Oaks Golf Club, Inc.          Florida       1,000      Pulte Home Corporation         1,000    100%   No

100. Lone Tree Golf Club, LLC               Michigan                  Pulte Home Corporation                  100%   No

101. LPC One Development Partners, LLC      Delaware                  Pulte Home Corporation                32.69%   No
</TABLE>

                                        3
<PAGE>


<TABLE>
<CAPTION>
                                           STATE OF     SHARES                                  OBLIGATION         OPTIONS MATERIAL
                     NAME                INCORPORATION    O/S              OWNED BY               SHARES    OWNED    O/S     SUB?
      ---------------------------------  ------------- -------- ------------------------------- ----------  -----  ------- --------
<S>   <C>                                <C>           <C>      <C>                             <C>         <C>    <C>     <C>
102.  Lyons, LC                             Maryland                    Wil Corporation                       100%   No

103.  MALDP Development Corporation         Michigan      1,000 Pulte Homes of New England, LLC      1,000    100%   No

104.  Marina Operations Corp.                Arizona      1,000      Sun City Homes, Inc.            1,000    100%   No

105.  Marquette Title Insurance Company      Vermont    100,000        Pulte Homes, Inc.           100,000    100%   No

106.  Mayaguez Partners, S. E.            Puerto Rico            Pulte International Building                  50%   No
                                                                             Corp.

107.  MCS Mountain Road, LLC                Maryland                Pulte Home Corporation                    100%   No

108.  Mountain View One LLC                  Arizona                    Asset One Corp.                        50%   No

109.  Mountain View Two LLC                  Arizona                    Del Webb Corp.                        100%   No

110.  Nantar, S. DE R.L. DE C.V.             Mexico             Controladora PHC, S.A. DE C.V.              99.30%   No
                                                                  Pulte International-Mexico,                0.70%
                                                                             Inc.

111.  North American Builders Indemnity     Colorado    300,000        Pulte Homes, Inc.           300,000    100%   No
      Company

112.  North Valley Enterprise, LLC           Nevada               Del Webb Communities, Inc.                   50%   No

113.  Oceanside Village, LLC                Michigan            Pulte Homes of New England, LLC               100%   No

114.  PB Venture L.L.C.                     Michigan                   Pulte Homes, Inc.                      100%   No

115.  PBW Corporation                       Michigan      1,000     Pulte Home Corporation           1,000    100%   No

116.  PC/BRE Development L.L.C.             Delaware                 PC/BRE Venture L.L.C.                    100%   No

117.  PC/BRE Springfield, L.L.C.            Delaware                 PC/BRE Venture L.L.C.                    100%   No

118.  PC/BRE Venture L.L.C.                 Delaware                   PB Venture L.L.C.                      100%   No

119.  PC/BRE Whitney Oaks L.L.C.            Delaware                 PC/BRE Venture L.L.C.                    100%   No

120.  PC/BRE Winfield L.L.C.                Delaware                 PC/BRE Venture L.L.C.                    100%   No

121.  PCIC Corporation                      Michigan      1,000       Pulte Mortgage LLC             1,000    100%   No

122.  PH Arizona LLC                        Michigan        100     Pulte Home Corporation             100     50%   No
                                                                 Pulte Development Corporation                 50%

123.  PH1 Corporation                       Michigan        100        Pulte Homes, Inc.                      100%   No

124.  PH2 Corporation                       Michigan                Pulte Home Corporation             100    100%   No

125.  PH3 Corporation                       Michigan      1,000       Divosta Homes, L.P.            1,000    100%   No

126.  PH4 Corporation                       Michigan      1,000      Del Webb Corporation            1,000    100%   No

127.  PHC Title Corporation                 Michigan      1,000     Pulte Home Corporation           1,000    100%   No

128.  PHM Title Agency L.L.C.               Delaware                    TVM Corporation                        63%   No

129.  PHNE Business Trust                Massachusetts             Pulte Homes Corporation,                          No      Yes
                                                                            Trustee

130.  PHS Virginia Holdings, LLC            Michigan                  PHNE Business Trust                     100%   No

131.  PHS Virginia Limited Partnership      Michigan                99% PHNE Business Trust                   100%   No
                                                                 1% PHS Virginia Holdings, LLC

132.  PHT Building Materials Limited        Michigan               Pulte Homes of Texas, LP                    99%   No
      Partnership                                                 PHT Operating Company, LLC                    1%

133.  PHT Operating Company LLC             Michigan               Pulte Homes of Texas, LP                   100%   No

134.  PHT Title Agency, L.P.                  Texas                  PHC Title Corporation                     99%   No
                                                                     PHT Title Corporation                      1%

135.  PHT Title Corporation                 Michigan      1,000     Pulte Home Corporation           1,000    100%   No

136.  PIMI Holdings LLC                     Michigan            Pulte International Corporation               100%

137.  PL Roseville, LLC                    California               Pulte Home Corporation                     50%
</TABLE>

                                        4
<PAGE>

<TABLE>
<CAPTION>
                                           STATE OF     SHARES                                  OBLIGATION         OPTIONS MATERIAL
                     NAME                INCORPORATION    O/S              OWNED BY               SHARES    OWNED    O/S     SUB?
     ----------------------------------- -------------  ------  ------------------------------- ----------  -----  ------- --------
<S>  <C>                                 <C>            <C>     <C>                             <C>         <C>    <C>     <C>
138. PN I, Inc.                              Nevada      1,000      Pulte Home Corporation           1,000    100%   No

139. PN II, Inc.                             Nevada      1,000      Pulte Home Corporation           1,000    100%   No      Yes

140. PN III, LLC                            Delaware                      PN II, Inc.                         100%   No

141. Potomac Yard Development LLC           Delaware                Pulte Home Corporation                     50%   No

142. Pratte Building Systems, Limited       Michigan            Pratte Holding Company, L.L.C.                 99%   No
     Partnership                                                Pratte Building California LLC                  1%

143. Pratte Building Systems, L.L.C (AZ)     Arizona            Pratte Holding Company, L.L.C.                100%   No

144. Pratte Building Systems, L.L.C (NV)     Nevada             Pratte Holding Company, L.L.C.                100%   No

145. Pratte Building California LLC         Michigan            Pratte Holding Company, L.L.C.                100%   No

146. Pratte Holding Company, L.L.C.          Nevada                       PNII, Inc.                           50%

147. Preserve I, Inc.                       Michigan     1,000      Pulte Home Corporation           1,000    100%   No

148. Preserve II, Inc.                      Michigan     1,000      Pulte Home Corporation           1,000    100%   No

149. Pulte Arizona Services, Inc.           Michigan     1,000          PH Arizona, LLC              1,000    100%   No

150. Pulte Aviation I LLC                   Michigan                   Pulte Homes, Inc.                      100%

151. Pulte Aviation II LLC                  Michigan                   Pulte Homes, Inc.                      100%

152. Pulte Building Products LLC            Michigan                Pulte Home Corporation                    100%   No

153. Pulte Bajio Construcciones, S. de       Mexico               Pulte Mexico, S. de R.L. de               99.99%   No
     R.L. de C.V.                                                            C.V.
                                                                  Pulte International Mexico,                 .01%
                                                                             Inc.

154. Pulte Chile Corporation                Michigan     1,000  Pulte International Corporation      1,000    100%   No

155. Pulte Communities NJ, Limited          Michigan                   Preserve II, Inc.                       99%   No      Yes
     Partnership                                                       Preserve I, Inc.                         1%

156. Pulte de Chile Limitada                  Chile                 Pulte Chile Corporation                    99%   No
                                                                     Pulte SA Corporation                       1%

157. Pulte Development Corporation          Michigan     1,000      Pulte Home Corporation           1,000    100%   No      Yes

158. Pulte Development New Mexico, Inc.     Michigan     1,000      Pulte Home Corporation           1,000    100%   No      Yes

159. Pulte Diversified Companies, Inc.      Michigan     1,000         Pulte Homes, Inc.             1,000    100%   No      Yes

160. Pulte Financial Companies, Inc.        Michigan     1,000         Pulte Homes, Inc.             1,000    100%   No

161. Pulte Funding, Inc.                    Michigan                  Pulte Mortgage LLC                      100%   No

162. Pulte Home Corporation                 Michigan     1,000   Pulte Diversified Companies,        1,000    100%   No      Yes
                                                                             Inc.

163.    Pulte Home Corporation of The       Michigan     1,000      Pulte Home Corporation           1,000    100%   No      Yes
               Delaware Valley

164. Pulte Home Sciences of Virginia,       Michigan                 PHS Virginia Limited                     100%   No
     LLC                                                                 Partnership.

165. Pulte Home Sciences, LLC               Michigan              Pulte Homes of Michigan LLC                 100%   No

166. Pulte Homes of Greater Kansas City,    Michigan     1,000      Pulte Home Corporation           1,000    100%   No      Yes
     Inc.

167. Pulte Homes of Maryland LLC            Maryland                    Wil Corporation                       100%   No

168. Pulte Homes of Indiana, LLC             Indiana              Pulte Homes of Michigan LLC                 100%   No      Yes

169. Pulte Homes of Michigan I, Limited     Michigan              Pulte Homes of Michigan LLC                  99%   No
     Partnership                                                    Pulte Michigan Holdings                     1%
                                                                          Corporation

170. Pulte Homes of Michigan LLC            Michigan                   Pulte Homes, Inc.                      100%   No      Yes

171. Pulte Homes of Minnesota               Minnesota    1,000      Pulte Home Corporation           1,000    100%   No      Yes
     Corporation

172. Pulte Homes of New England LLC         Michigan                  PHNE Business Trust                     100%   No      Yes

173. Pulte Homes of New Mexico, Inc.        Michigan     1,000      Pulte Home Corporation           1,000    100%   No      Yes
</TABLE>

                                        5
<PAGE>

<TABLE>
<CAPTION>
                                           STATE OF     SHARES                                  OBLIGATION         OPTIONS MATERIAL
                     NAME                INCORPORATION    O/S              OWNED BY               SHARES   OWNED     O/S     SUB?
     ----------------------------------- -------------  ------  ------------------------------- ---------- ------  ------- --------
<S>  <C>                                 <C>            <C>     <C>                             <C>        <C>     <C>     <C>
174. Pulte Homes of New York, Inc.          Michigan    10,000      Pulte Home Corporation          10,000    100%   No      Yes

175. Pulte Homes of NJ, Limited             Michigan              PHC of the Delaware Valley                    1%   No      Yes
     Partnership                                                       Preserve II, Inc.                       99%

176. Pulte Homes of Ohio LLC                  Ohio                     Pulte Homes, Inc.                      100%   No      Yes

177. Pulte Homes of PA, Limited             Michigan              PHC of the Delaware Valley                    1%   No      Yes
     Partnership                                                       Preserve II, Inc.                       99%

178. Pulte Homes of South Carolina, Inc.    Michigan     1,000      Pulte Home Corporation           1,000    100%   No

179. Pulte Homes of Texas, L.P.               Texas               Pulte Texas Holdings, Inc.                99.90%   No      Yes
                                                                          PN I, Inc.                         0.10%   No

180. Pulte Homes Tennessee Limited           Nevada                 RN Acquisition 2 Corp.                  74.40%   No      Yes
     Partnership                                                      Radnor Homes, Inc.                    25.60%   No

181. Pulte Homes, Inc.                      Michigan                    Publicly Traded                              No

182. Pulte Georgia Holdings LLC             Michigan                Pulte Home Corporation                    100%

183. Pulte Internacional Mexico S. DE        Mexico     50,000           Controladora               49,500     99%   No
     R.L. DE C.V.                                                 Pulte International-Mexico,          500      1%
                                                                             Inc.

184. Pulte International Building           Michigan     1,000   Pulte International Caribbean       1,000    100%   No
     Corporation                                                             Corp.

185. Pulte International Caribbean Corp.    Michigan     1,000  Pulte International Corporation      1,000    100%   No

186. Pulte International Caribbean II,      Michigan            99% Pulte Realty Holdings, Inc.               100%
     Limited Partnership                                               1% Putle RC, LLC

187. Pulte International Corporation        Michigan     1,000   Pulte Diversified Companies,        1,000    100%   No
                                                                             Inc.

188. Pulte International Mexico Limited     Michigan     1,000      99% Pulte International          1,000    100%   No
     Partnership                                                          Corporation
                                                                     1% PIMI Holdings LLC

189. Pulte Land Company, LLC                Michigan                   Pulte Homes, Inc.                      100%   No      Yes

190. Pulte Land Development Corporation     Michigan     1,000      Pulte Home Corporation           1,000    100%   No

191. Pulte Lifestyle Communities, Inc.      Michigan     1,000      Pulte Home Corporation           1,000    100%   No

192. Pulte Mexico Asesores                   Mexico                99.9% Pulte Mexico, S. de                  100%   No
     Inmobiliarios, S. de R.L. de C.V.                                   R.L. de C.V.
                                                                .1% Pulte International Mexico
                                                                      Limited Partnership

193. Pulte Mexico Division Centro Sur        Mexico               Pulte Mexico, S. de R.L. de                99.9%   No
                                                                             C.V.
                                                                    Pulte International -                      .1%   No
                                                                        Mexico, Inc.

194. Pulte Mexico Division Norte, S. DE      Mexico              Pulte Mexico S. DE RL DE C.V.               96.7%   No
     RL DE C.V.                                                      Pulte International -
                                                                         Mexico, Inc.                         3.3%   No

195. Pulte Mexico, S. de R.L. de C.V.        Mexico             Controladora PHC, S.A. de C.V.                 64%   No

196. Pulte Michigan Holdings Corporation    Michigan    10,000      Pulte Home Corporation                    100%   No

197. Pulte Michigan Services, LLC           Michigan                   Pulte Homes, Inc.                      100%   No

198. Pulte Midwest Title, Inc.               Arizona                 Del Webb Corporation                     100%

199. Pulte Mortgage LLC                     Delaware                Pulte Home Corporation                    100%   No

200. Pulte Payroll Corporation              Michigan     1,000      Pulte Home Corporation           1,000    100%   No

201. Pulte Purchasing Corporation           Michigan         1      Pulte Home Corporation               1 14.285%   No
                                                                 Pulte Development Corporation             14.285%
                                                                            PN II, Inc.                    14.285%
                                                                    Pulte Homes of Michigan LLC            14.285%
</TABLE>

                                        6
<PAGE>

<TABLE>
<CAPTION>
                                           STATE OF     SHARES                                  OBLIGATION         OPTIONS MATERIAL
                     NAME                INCORPORATION    O/S              OWNED BY               SHARES   OWNED     O/S     SUB?
     ----------------------------------- -------------  ------  ------------------------------- ---------- ------  ------- --------
<S>  <C>                                 <C>            <C>     <C>                             <C>        <C>     <C>     <C>
                                                                Del Webb California Corporation            14.285%
                                                                  Del Webb Communities, Inc.               14.285%
                                                                PHT Building Materials Limited             14.285%
                                                                          Partnership
202. Pulte RC, LLC                          Michigan              Pulte Realty Holdings, Inc.                 100%   No

203. Pulte Real Estate Company               Florida       200        Dean Realty Company              200    100%   No

204. Pulte Realty Corporation                Arizona     1,000    Pulte Realty Holdings, Inc.        1,000    100%   No      Yes

205. Pulte Realty Holdings, Inc.            Michigan    60,000         Pulte Homes, Inc.             1,000    100%   No

206. Pulte Realty of New York, Inc.         New York       100      Pulte Home Corporation             100    100%   No

207. Pulte Realty of South New Jersey,      Michigan     1,000      Pulte Home Corporation           1,000    100%   No
     Inc.

208. Pulte SA Corporation                   Michigan     1,000  Pulte International Corporation      1,000    100%   No

209. Pulte Services California, LLC         Michigan               Marquette Title Insurance                  100%   No
                                                                            Company

210. Pulte Services Corporation             Michigan     1,000      Pulte Home Corporation           1,000    100%   No

211. Pulte SRL Holdings, LLC                Michigan              Pulte International Mexico                  100%   No
                                                                      Limited Partnership

212. Pulte Texas Holdings, Inc.             Michigan     1,000            PNII, Inc.                 1,000    100%   No

213. Pulte Title Agency of Michigan,        Michigan                 PHC Title Corporation                     49%   No
     L.L.C.

214. Pulte Title Agency of Minnesota,       Minnesota                PHC Title Corporation                     80%   No
     L.L.C.

215. Pulte Title Agency of Ohio, Limited      Ohio                   PHC Title Corporation                     49%   No
     Liability Company

216. Pulte Trades of North Carolina, LLC    Michigan                Pulte Home Corporation                    100%   No

217. Pulte Urban Renewal, LLC              New Jersey                  Preserve I, Inc.                       100%   No

218. Pulte.com, Inc.                        Michigan    10,000         Pulte Homes, Inc.            10,000    100%   No

219. Pulte/BP Murrieta Hills, LLC          California               Pulte Home Corporation                     70%   No

220. Radnor Homes, Inc.                     Michigan     1,000         Pulte Homes, Inc.             1,000    100%   No

221. Rancho Diamante Investments, LLC      California               Pulte Home Corporation                     25%   No

222. RCC Georgia Investor III LLC                                   Pulte Georgia Holdings                    100%   No

223. Residencial Riviera, S.A. de C.V.       Mexico             Controladora PHC, S.A. de C.V.                 25%   No

224. Residencias del Norte Limitada           Chile                 Pulte Chile Corporation                 99.90%   No
                                                                     Pulte SA Corporation                    0.10%   No

225. Riverwalk of the Palm Beaches           Florida     5,000        DiVosta Homes, L.P.            5,000    100%   No
     Development Company, Inc.

226. RN Acquisition 2 Corp.                  Nevada      1,000         Pulte Homes, Inc.             1,000    100%   No

227. Roseville Schools LLC                 California                  PL Roseville, LLC                       47%   No

228. Shorepointe Village Homes, L.L.C.      Michigan                   Pulte Homes, Inc.                     82.5%   No

229. South Natick Hills, LLC                Michigan            Pulte Homes of New England LLC                100%

230. Spa L Builders LLC                    California               Pulte Home Corporation                   38.6%   No

231. Springfield Golf Resort, L.L.C.         Arizona               PC/BRE Springfield L.L.C.                   88%   No

232. Spruce Creek South Utilities, Inc.      Florida        50      Del Webb's Spruce Creek             50    100%   No
     (Assets sold to Florida Water                                     Communities, Inc.
     Utility Co. 6/30/00)

233. Stetson Ventures II, LLC                Arizona                Pulte Home Corporation                     50%   No

234. Summerfield Crossing LLC               Michigan                Pulte Home Corporation                    100%   No
</TABLE>

                                        7
<PAGE>

<TABLE>
<CAPTION>
                                           STATE OF    SHARES                                   OBLIGATION         OPTIONS MATERIAL
                     NAME                INCORPORATION   O/S              OWNED BY                SHARES   OWNED     O/S     SUB?
     ----------------------------------  ------------- -------  ------------------------------  ---------- ------  ------- --------
<S>  <C>                                 <C>           <C>      <C>                             <C>        <C>     <C>     <C>
235. Sun City Homes, Inc. (formerly Del      Nevada        100       Del Webb Corporation              100    100%   No
     E. Webb Finance Company)

236. Sun City Sales Corporation             Michigan     1,000     Del Webb Communities, Inc         1,000    100%   No

237. Sun City Title Agency Co.               Arizona   100,000     Del Webb Communities, Inc       100,000    100%   No

238. Sun State Insulation Co., Inc.          Arizona     1,000     Del Webb Communities, Inc         1,000    100%   No

239. Tallmadge Woods STP Associates LLC     New York             Pulte Homes of New York, Inc.             47.482%   No

240. Terravita Corp.                         Arizona     1,000       Del Webb Corporation            1,000    100%   No

241. Terravita Home Construction Co.         Arizona     1,000       Del Webb Corporation            1,000     75%   No
                                                                  Del Webb Communities, Inc.                   25%

242. Thunderbird Lodge Holding Corp.         Arizona       100    Del Webb Communities, Inc.           100    100%   No

243. TVM Corporation                        Michigan     1,000      Pulte Home Corporation           1,000    100%   No

244. Upper Gwynedd Development, Limited     Michigan                   Preserve II, Inc.                      100%
     Partnership                                                 Pulte Home Corporation of the                  1%
                                                                        Delaware Valley

245. Wellington Waltham, LLC             Massachusetts          Pulte Homes of New England LLC                100%   No

246. Wil Corporation                        Michigan     1,000      Pulte Home Corporation           1,000    100%   No      Yes

247. Wilben II Limited Partnership          Maryland                    PBW Corporation                        99%   No
                                                                        Wil Corporation                         1%

248. Wilben, LLLP                           Maryland                    Wil Corporation                        95%   No
                                                                        PBW Corporation                         5%

249. Williams' Field at Perry Hall, LLC     Maryland                    Wil Corporation                       100%   No
</TABLE>

                                        8
<PAGE>

                                SCHEDULE 4.21(a)

                                INVESTMENT POLICY

                                PULTE HOMES, INC.
                                INVESTMENT POLICY

PURPOSE

This Policy has been adopted by the Board of Directors of Pulte Homes, Inc. (the
"Company") to establish internal rules for the investment of corporate funds.
Investments in accordance with this Policy and changes to Section F may be made
from time to time by, or at the direction of, the Chief Executive Officer, the
Chief Financial Officer ("CFO") and/or the Treasurer of the Company. Other
investments or modifications of this Policy may be made only with the prior
approval of the Board of Directors. This Policy does not affect the validity of
existing investments of the Company.

ADMINISTRATION OF POLICY

The CFO of the Company shall have principal responsibility and authority for
compliance with this Policy and shall establish suitable internal controls to
assure compliance. The Treasurer is responsible for implementing this Policy.

INVESTMENT POLICY

Responsibilities associated with investment of corporate cash are to be
discharged in such a manner as to protect/maintain the principal involved,
maintain adequate liquidity to fund the Company's anticipated cash requirements
and provide for prudent diversification of risk. The Company's objective is to
maximize the after-tax rate of return on investments consistent with the above
referenced safety, liquidity and diversification guidelines.

A. Surplus Funds

The Treasurer and Director of Treasury Operations (Assistant Treasurer) are
authorized to approve the investment of surplus funds of the Company in approved
money market investments for short-term periods under the guidelines below.
Surplus funds are defined as cash in the Company's accounts which are not
required at that point in time to maintain adequate bank balances or to meet
outstanding financial objectives. Acceptable investments are shown in Exhibit 1.

B. Diversification

To minimize the risk of loss and to promote liquidity, the Company generally
should maintain a reasonable diversity of investments. When investing surplus
funds in non-affiliated entities:

                                        1
<PAGE>

-     No more than $15 million may be invested in any one issuer (other than
      obligations of, or those guaranteed by, the United States of America, U.S.
      government agencies, or U.S. government sponsored enterprises).

-     No more than $50 million may be invested in issuers which are in the same
      or a similar industry (other than banks or other financial institutions).

-     No more than twenty percent (20%) may be invested in whole loan repurchase
      agreements with approved broker/dealers listed in Exhibit 2.

Notwithstanding the above, the Company's only restriction for funds invested
overnight is that they meet the rating criteria shown in Exhibit 1.

C. Maturities

The Company's Treasurer may approve investments with a duration of up to one
year if otherwise in compliance to Exhibit 1. Investments with a duration longer
than 1 year may be made with the prior approval of the Company's CFO.

D. Change in Circumstances

The determination as to whether an investment is permitted under the Policy
shall not be affected due to a change in circumstances occurring after the
investment has been made (e.g., reduction in amount of surplus funds;
downgrading of rating of a particular issuer). Upon a change in circumstances,
the Treasurer will investigate the events which precipitated the change and will
determine whether or not to terminate the investment. The Company shall not
roll-over or otherwise renew or extend an investment if such investment would
not then be permitted under this Policy.

E. Hedging

Any investment in fixed income securities with a duration greater than one year
must be hedged with an appropriate instrument executed with a financial
institution maintaining a minimum Moody's A3 credit rating (or equivalent) in
order to protect the principal amount of the investment unless the CEO and CFO
jointly allow for a specific exception. The Company's CFO and Treasurer are
responsible for developing an appropriate hedge strategy.

F. Selection of Approved Broker/Dealers, Mutual Fund Companies and Banks

Any additions, deletions or other changes to the list of approved
broker/dealers, mutual fund companies and banks (Exhibits 2 and 3) must be
approved in writing by at least two of the officers below:

-     Chief Executive Officer

-     Chief Financial Officer

-     Treasurer

APPROVED: _____________________________________________ DATE: ___________
          Roger A. Cregg, Executive Vice President and Chief Financial Officer

                                        2
<PAGE>

APPROVED: _____________________________________________ DATE: ___________
          Bruce E. Robinson, Vice President and Treasurer

                                        3
<PAGE>

                                SCHEDULE 4.21(b)

                                   INVESTMENTS

                                      None

                                        1
<PAGE>

                                  SCHEDULE 4.25

                          LABOR CONTRACTS AND DISPUTES

                                      None

                                        1
<PAGE>

                                 EXHIBIT 1.1(a)

                        FORM OF ASSIGNMENT AND ASSUMPTION

            This Assignment and Assumption (the "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee]
(the "Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.

            For an agreed consideration, the Assignor hereby irrevocably sells
and assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including any Facility LCs, guarantees, and
swingline loans included in such facilities) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and any
other right of the Assignor (in its capacity as a Lender) against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the "Assigned Interest"). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by the
Assignor.

1. Assignor: _______________________________

2. Assignee:  ______________________________
              [and is an Affiliate/Approved Fund of [identify Lender](1)]

3. Borrower: Pulte Homes, Inc.

4. Administrative Agent: JPMorgan Chase Bank, N.A., as the administrative agent
                         under the Credit Agreement

-------------
(1)    Select as applicable.

                                        1
<PAGE>

5. Credit Agreement: Second Amended and Restated  Credit Agreement dated as of
                     October 31, 2005 among Pulte Homes Inc., the Lenders
                     parties thereto, JPMorgan Chase Bank, N.A., as
                     Administrative Agent, and the other agents parties thereto

6. Assigned Interest:

<TABLE>
<CAPTION>
  AGGREGATE AMOUNT OF
COMMITMENT/LOANS FOR ALL  AMOUNT OF COMMITMENT/   PERCENTAGE ASSIGNED OF
        LENDERS              LOANS ASSIGNED        COMMITMENT/LOANS(2)
------------------------  ---------------------   ----------------------
<S>                       <C>                     <C>
$                         $                                 %
</TABLE>

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

                                             ASSIGNOR

                                             [NAME OF ASSIGNOR]

                                             By: ______________________________
                                                 Title:

                                             ASSIGNEE

                                             [NAME OF ASSIGNEE]

                                             By: ______________________________
                                                 Title:

[Consented to and](3) Accepted:

JPMorgan Chase Bank, N.A.,, as
 Administrative Agent

By: ________________________________
    Title:

---------------
(2)   Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans
      of all Lenders thereunder.

(3)   To be added only if the consent of the Administrative Agent is required by
      the terms of the Credit Agreement.

                                        2
<PAGE>

[Consented to:](4)

[NAME OF RELEVANT PARTY]

By: ______________________________
    Title:

---------------
(4)   To be added only if the consent of the Borrower and/or other parties (e.g.
      Swingline Lender, Issuing Bank) is required by the terms of the Credit
      Agreement.

                                        3
<PAGE>

                                                                         ANNEX 1

                                PULTE HOMES, INC.
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

            1. Representations and Warranties.

            1.1 Assignor. The Assignor (a) represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document(5), (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Loan Documents or any collateral thereunder, (iii) the financial condition of
the Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Loan Document or (iv) the performance or observance
by the Borrower, any of its Subsidiaries or Affiliates or any other Person of
any of their respective obligations under any Loan Document.

            1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Credit Agreement as a Lender thereunder and, to the extent
of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it has received a copy of the Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 5.1(a) or (b)
thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (v) if it is a
Foreign Lender(6), attached to the Assignment and Assumption is any
documentation required to be delivered by it pursuant to the terms of the Credit
Agreement, duly completed and executed by the Assignee; and (b) agrees that (i)
it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.

----------------
(5)   The term "Loan Document" should be conformed to that used in the Credit
      Agreement.

(6)   The concept of "Foreign Lender" should be conformed to the section in the
      Credit Agreement governing withholding taxes and gross-up.

                                        4
<PAGE>

            2. Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective Date.

            3. General Provisions. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the law
of the State of New York.

                                        5
<PAGE>

                                 EXHIBIT 1.1(b)

                               SUBSIDIARY GUARANTY

      THIS SUBSIDIARY GUARANTY (this "Guaranty") is made as of October 31, 2005,
by the undersigned (collectively, the "Subsidiary Guarantors") in favor of the
Administrative Agent, for the benefit of the Lenders, under the Credit Agreement
referred to below.

                                   WITNESSETH:

      WHEREAS, Pulte Homes, Inc., a Michigan corporation (the "Principal"), and
JPMorgan Chase Bank, N.A., a national banking association having its principal
office in New York, New York, as Administrative Agent, and certain other Lenders
from time to time party thereto have entered into a certain Second Amended and
Restated Credit Agreement dated October 31, 2005 (as same may be amended or
modified from time to time, the "Credit Agreement"), providing, subject to the
terms and conditions thereof, for extensions of credit to be made by the Lenders
to the Principal;

      WHEREAS, the Credit Agreement requires that each of the Subsidiary
Guarantors execute and deliver this Guaranty whereby each of the Subsidiary
Guarantors shall guarantee the payment when due, subject to Section 10 hereof,
of all Guaranteed Obligations, as defined below; and

      WHEREAS, in consideration of the financial and other support that the
Principal has provided, and such financial and other support as the Principal
may in the future provide, to the Subsidiary Guarantors, and because each
Subsidiary Guarantor has determined that executing this Guaranty is in its
interest and to its financial benefit, each of the Subsidiary Guarantors is
willing to guarantee the obligations of the Principal under the Credit
Agreement, any Note and the other Credit Documents;

      NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

      1. Defined Terms. "Guaranteed Obligations" is defined in Section 4 below.
Other capitalized terms used herein but not defined herein shall have the
meaning set forth in the Credit Agreement.

      2. Representations and Warranties. Each of the Subsidiary Guarantors
represents and warrants (which representations and warranties shall be deemed to
have been renewed upon each Extension of Credit under the Credit Agreement)
that:

      (a) It (i) is a corporation, partnership or limited liability company duly
organized, validly existing and in good standing under the laws of the state (or
other jurisdiction) of its organization, (ii) is duly qualified and in good
standing as a foreign entity and authorized to do business in every jurisdiction
unless the failure to be so qualified, in good standing or authorized would not
have or could not be reasonably expected to have a Material Adverse Effect and
(iii) has the requisite power and authority to own its properties and to carry
on its business as now conducted and as proposed to be conducted.

                                        6
<PAGE>

      (b) It (i) has the requisite power and authority to execute, deliver and
perform this Guaranty and any other Credit Document to which it is a party and
to incur the obligations herein and therein provided for and (ii) is duly
authorized to, and has been authorized by all necessary action, to execute,
deliver and perform this Guaranty and any other Credit Document to which it is a
party.

      (c) Neither the execution and delivery of the Credit Documents, nor the
consummation of the transactions contemplated therein, nor performance of and
compliance with the terms and provisions thereof by it (i) violate or conflict
with any provision of its articles or certificate of incorporation or bylaws,
(ii) violate, contravene or materially conflict with any Requirement of Law or
any other law, regulation (including, without limitation, Regulation D, O, T, U
or X), order, writ, judgment, injunction, decree or permit applicable to it,
(iii) violate, contravene or conflict with contractual provisions of, or cause
an event of default under, any indenture, loan agreement, mortgage, deed of
trust, contract or other agreement or instrument to which it is a party or by
which it may be bound, the violation of which would have or could be reasonably
expected to have a Material Adverse Effect, or (iv) result in or require the
creation of any Lien (other than those contemplated in or created in connection
with the Credit Documents) upon or with respect to its properties.

      (d) Except for consents, approvals and authorizations which have been
obtained, no consent, approval, authorization or order of, or filing,
registration or qualification with, any court or Governmental Authority or third
party is required in connection with its execution, delivery or performance of
this Guaranty and any other Credit Agreement to which it is a party.

      3. Covenants. Each of the Subsidiary Guarantors covenants that, so long as
any Lender has any Commitment outstanding under the Credit Agreement or any of
the Guaranteed Obligations shall remain unpaid, that it will, and, if necessary,
will enable the Principal to, fully comply with those covenants and agreements
set forth in the Credit Agreement.

      4. The Guaranty. Subject to Section 10 hereof, each of the Subsidiary
Guarantors hereby absolutely and unconditionally guarantees, as primary obligor
and not as surety, the full and punctual payment (whether at stated maturity,
upon acceleration or early termination or otherwise, and at all times
thereafter) and performance of the Credit Party Obligations, including without
limitation any such Credit Party Obligations incurred or accrued during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, whether or not allowed or allowable in such proceeding
(collectively, subject to the provisions of Section 10 hereof, being referred to
as the "Guaranteed Obligations"). Upon failure by the Principal to pay
punctually any such amount, each of the Subsidiary Guarantors agrees that it
shall forthwith on demand pay to the Administrative Agent for the benefit of the
Lenders and, if applicable, their Affiliates, the amount not so paid at the
place and in the manner specified in the Credit Agreement, any Note or the
relevant Credit Document, as the case may be. This Guaranty is a guaranty of
payment and not of collection. Each of the Subsidiary Guarantors waives any
right to require the Lenders or the Administrative Agent to sue the Principal,
any other guarantor, or any other person obligated for all or any part of the
Guaranteed Obligations, or otherwise to enforce its payment against any
collateral securing all or any part of the Guaranteed Obligations.

      5. Guaranty Unconditional. Subject to Section 10 hereof, the obligations
of each of the Subsidiary Guarantors hereunder shall be unconditional and
absolute and, without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by:

                                        7
<PAGE>

            (a) any extension, renewal, settlement, compromise, waiver or
      release in respect of any of the Guaranteed Obligations, by operation of
      law or otherwise, or any obligation of any other guarantor of any of the
      Guaranteed Obligations, or any default, failure or delay, willful or
      otherwise, in the payment or performance of the Guaranteed Obligations;

            (b) any modification or amendment of or supplement to the Credit
      Agreement, any Note or any other Credit Document;

            (c) any release, nonperfection or invalidity of any direct or
      indirect security for any obligation of the Principal under the Credit
      Agreement, any Note, any Collateral Document, any other Credit Document,
      or any obligations of any other guarantor of any of the Guaranteed
      Obligations, or any action or failure to act by the Administrative Agent,
      any Lender or any Affiliate of any Lender with respect to any collateral
      securing all or any part of the Guaranteed Obligations;

            (d) any change in the corporate or other legal existence, structure
      or ownership of the Principal or any other guarantor of any of the
      Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or
      other similar proceeding affecting the Principal, or any other guarantor
      of the Guaranteed Obligations, or its assets or any resulting release or
      discharge of any obligation of the Principal, or any other guarantor of
      any of the Guaranteed Obligations;

            (e) the existence of any claim, setoff or other rights which the
      Subsidiary Guarantors may have at any time against the Principal, any
      other guarantor of any of the Guaranteed Obligations, the Administrative
      Agent, any Lender or any other Person, whether in connection herewith or
      any unrelated transactions;

            (f) any invalidity or unenforceability relating to any other
      guarantor of any of the Guaranteed Obligations, for any reason related to
      the Credit Agreement, any Note on any other Credit Document, or any
      provision of applicable law or regulation purporting to prohibit the
      payment by any other guarantor of the Guaranteed Obligations, of the
      principal of or interest on any Note or any other amount payable under the
      Credit Agreement, any Note or any other Credit Document; or

            (g) any other act or omission to act or delay of any kind by the
      Principal, any other guarantor of the Guaranteed Obligations, the
      Administrative Agent, any Lender or any other Person or any other
      circumstance whatsoever which might, but for the provisions of this
      paragraph, constitute a legal or equitable discharge of any Subsidiary
      Guarantor's obligations hereunder.

Notwithstanding the foregoing, the Subsidiary Guarantors do not waive defenses
to the Guaranteed Obligations that are available to the Principal, except for
such defenses as may arise by reason of any insolvency, bankruptcy,
reorganization or similar proceeding affecting the Principal.

      6. Discharge Only Upon Payment In Full: Reinstatement In Certain
Circumstances. Each of the Subsidiary Guarantors' obligations hereunder shall
remain in full force and effect until all Guaranteed Obligations shall have been
indefeasibly paid in full and the Commitments under the Credit Agreement shall
have terminated or expired. If at any time any payment of the principal of or
interest on any Note or any other amount payable by the Principal or any other
party under the Credit

                                        8
<PAGE>

Agreement or any other Credit Document is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of the
Principal or otherwise, each of the Subsidiary Guarantor's obligations hereunder
with respect to such payment shall be reinstated as though such payment had been
due but not made at such time.

      7. Waivers. Each of the Subsidiary Guarantors irrevocably waives
acceptance hereof, presentment, demand, protest and, to the fullest extent
permitted by law, any notice not provided for herein, as well as any requirement
that at any time any action be taken by any Person against the Principal, any
other guarantor of any of the Guaranteed Obligations, or any other Person.

      8. Subrogation. Each of the Subsidiary Guarantors hereby agrees not to
assert any right, claim or cause of action, including, without limitation, a
claim for subrogation, reimbursement, indemnification or otherwise, against the
Principal arising out of or by reason of this Guaranty or the obligations
hereunder, including, without limitation, the payment or securing or purchasing
of any of the Guaranteed Obligations by any of the Subsidiary Guarantors unless
and until the Guaranteed Obligations are indefeasibly paid in full, and any
commitment to lend under the Credit Agreement and any other Credit Documents is
terminated or has expired.

      9. Stay of Acceleration. If acceleration of the time for payment of any of
the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or
reorganization of the Principal, all such amounts otherwise subject to
acceleration under the terms of the Credit Agreement, any Note or any other
Credit Document shall nonetheless be payable by each of the Subsidiary
Guarantors hereunder forthwith on demand by the Administrative Agent made at the
request of the Required Lenders.

      10. Limitation on Obligations. The provisions of this Guaranty are
severable, and in any action or proceeding involving any state corporate law, or
any state, federal or foreign bankruptcy, insolvency, reorganization or other
law affecting the rights of creditors generally, if the obligations of any
Subsidiary Guarantor under this Guaranty would otherwise be held or determined
to be avoidable, invalid or unenforceable on account of the amount of such
Subsidiary Guarantor's liability under this Guaranty, then, notwithstanding any
other provision of this Guaranty to the contrary, the amount of such liability
shall, without any further action by the Subsidiary Guarantors, the
Administrative Agent or any Lender, be automatically limited and reduced to the
highest amount that is valid and enforceable as determined in such action or
proceeding (such highest amount determined hereunder being the relevant
Subsidiary Guarantor's "Maximum Liability"). This Section 10(a) with respect to
the Maximum Liability of the Subsidiary Guarantors is intended solely to
preserve the rights of the Administrative Agent hereunder to the maximum extent
not subject to avoidance under applicable law, and neither the Subsidiary
Guarantor nor any other person or entity shall have any right or claim under
this Section 10(a) with respect to the Maximum Liability, except to the extent
necessary so that the obligations of the Subsidiary Guarantor hereunder shall
not be rendered voidable under applicable law.

            (a) Each of the Subsidiary Guarantors agrees that the Guaranteed
      Obligations may at any time and from time to time exceed the Maximum
      Liability of each Subsidiary Guarantor, and may exceed the aggregate
      Maximum Liability of all other Subsidiary Guarantors, without impairing
      this Guaranty or affecting the rights and remedies of the Administrative
      Agent hereunder. Nothing in this Section 10(b) shall be construed to
      increase any Subsidiary Guarantor's obligations hereunder beyond its
      Maximum Liability.

                                        9
<PAGE>

            (b) In the event any Subsidiary Guarantor (a "Paying Subsidiary
      Guarantor") shall make any payment or payments under this Guaranty or
      shall suffer any loss as a result of any realization upon any collateral
      granted by it to secure its obligations under this Guaranty, each other
      Subsidiary Guarantor (each a "Non-Paying Subsidiary Guarantor") shall
      contribute to such Paying Subsidiary Guarantor an amount equal to such
      Non-Paying Subsidiary Guarantor's "Pro Rata Share" of such payment or
      payments made, or losses suffered, by such Paying Subsidiary Guarantor.
      For the purposes hereof, each Non-Paying Subsidiary Guarantor's "Pro Rata
      Share" with respect to any such payment or loss by a Paying Subsidiary
      Guarantor shall be determined as of the date on which such payment or loss
      was made by reference to the ratio of (i) such Non-Paying Subsidiary
      Guarantor's Maximum Liability as of such date (without giving effect to
      any right to receive, or obligation to make, any contribution hereunder)
      or, if such Non-Paying Subsidiary Guarantor's Maximum Liability has not
      been determined, the aggregate amount of all monies received by such
      Non-Paying Subsidiary Guarantor from the Principal after the date hereof
      (whether by loan, capital infusion or by other means) to (ii) the
      aggregate Maximum Liability of all Subsidiary Guarantors hereunder
      (including such Paying Subsidiary Guarantor) as of such date (without
      giving effect to any right to receive, or obligation to make, any
      contribution hereunder), or to the extent that a Maximum Liability has not
      been determined for any Subsidiary Guarantors, the aggregate amount of all
      monies received by such Subsidiary Guarantors from the Principal after the
      date hereof (whether by loan, capital infusion or by other means). Nothing
      in this Section 10(c) shall affect any Subsidiary Guarantor's several
      liability for the entire amount of the Guaranteed Obligations (up to such
      Subsidiary Guarantor's Maximum Liability). Each of the Subsidiary
      Guarantors covenants and agrees that its right to receive any contribution
      under this Guaranty from a Non-Paying Subsidiary Guarantor shall be
      subordinate and junior in right of payment to all the Guaranteed
      Obligations. The provisions of this Section 10(c) are for the benefit of
      both the Administrative Agent and the Subsidiary Guarantors and may be
      enforced by any one, or more, or all of them in accordance with the terms
      hereof.

      11. Application of Payments. All payments received by the Administrative
Agent hereunder shall be applied by the Administrative Agent to payment of the
Guaranteed Obligations in the order of priority set forth in Section 7.3 of the
Credit Agreement unless a court of competent jurisdiction shall otherwise
direct.

      12. Notices. All notices, requests and other communications to any party
hereunder shall be given or made by telecopier or other writing and telecopied,
or mailed or delivered to the intended recipient at its address or telecopier
number set forth on the signature pages hereof or such other address or telecopy
number as such party may hereafter specify for such purpose by notice to the
Administrative Agent in accordance with the provisions of Section 9.1 of the
Credit Agreement. Except as otherwise provided in this Guaranty, all such
communications shall be deemed to have been duly given when transmitted by
telecopier, or personally delivered or, in the case of a mailed notice sent by
certified mail return-receipt requested, on the date set forth on the receipt
(provided, that any refusal to accept any such notice shall be deemed to be
notice thereof as of the time of any such refusal), in each case given or
addressed as aforesaid.

      13. No Waivers. No failure or delay by the Administrative Agent or any
Lender in exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other

                                       10
<PAGE>

right, power or privilege. The rights and remedies provided in this Guaranty,
the Credit Agreement, any Note and the other Credit Documents shall be
cumulative and not exclusive of any rights or remedies provided by law.

      14. No Duty to Advise. Each of the Subsidiary Guarantors assumes all
responsibility for being and keeping itself informed of the Principal's
financial condition and assets, and of all other circumstances bearing upon the
risk of nonpayment of the Guaranteed Obligations and the nature, scope and
extent of the risks that each of the Subsidiary Guarantors assumes and incurs
under this Guaranty, and agrees that neither the Administrative Agent nor any
Lender has any duty to advise any of the Subsidiary Guarantors of information
known to it regarding those circumstances or risks.

      15. Successors and Assigns. This Guaranty is for the benefit of the
Administrative Agent and the Lenders and their respective successors and
permitted assigns and in the event of an assignment of any amounts payable under
the Credit Agreement, any Note, or the other Credit Documents, the rights
hereunder, to the extent applicable to the indebtedness so assigned, shall be
transferred with such indebtedness. This Guaranty shall be binding upon each of
the Subsidiary Guarantors and their respective successors and permitted assigns.

      16. Changes in Writing. Neither this Guaranty nor any provision hereof may
be changed, waived, discharged or terminated orally, but only in writing signed
by each of the Subsidiary Guarantors and the Administrative Agent with the
consent of the Required Lenders.

      17. Costs of Enforcement. Each of the Subsidiary Guarantors agrees to pay
all costs and expenses including, without limitation, all court costs and
attorneys' fees and expenses paid or incurred by the Administrative Agent or any
Lender or any Affiliate of any Lender in endeavoring to collect all or any part
of the Guaranteed Obligations from, or in prosecuting any action against, the
Principal, the Subsidiary Guarantors or any other guarantor of all or any part
of the Guaranteed Obligations.

      18. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL. THIS
GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK. EACH OF THE SUBSIDIARY GUARANTORS HEREBY SUBMITS TO THE
NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK AND OF ANY STATE COURT SITTING IN NEW YORK, NEW YORK AND
FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR TO THIS GUARANTY
(INCLUDING, WITHOUT LIMITATION, ANY OF THE OTHER CREDIT DOCUMENTS) OR THE
TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE SUBSIDIARY GUARANTORS IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH ANY OF THEM
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE SUBSIDIARY
GUARANTORS, AND THE ADMINISTRATIVE AGENT AND THE LENDERS ACCEPTING THIS
GUARANTY, HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

                                       11
<PAGE>

      19. Setoff. Without limiting the rights of the Administrative Agent or the
Lenders under applicable law, if all or any part of the Guaranteed Obligations
is then due, whether pursuant to the occurrence of an Event of Default or
otherwise, then the Guarantor authorizes the Administrative Agent and the
Lenders to apply any sums standing to the credit of the Guarantor with the
Administrative Agent or any Lender of the Administrative Agent or any Lender
toward the payment of the Guaranteed Obligations.

      20. Taxes, etc. All payments required to be made by any of the Subsidiary
Guarantors hereunder shall be made without setoff or counterclaim and free and
clear of and without deduction or withholding for or on account of, any present
or future taxes, levies, imposts, duties or other charges of whatsoever nature
imposed by any government or any political or taxing authority thereof
(excluding federal taxation of the overall income of any Lender), provided,
however, that if any of the Subsidiary Guarantors is required by law to make
such deduction or withholding, such Subsidiary Guarantor shall forthwith (i) pay
to the Administrative Agent or any Lender, as applicable, such additional amount
as results in the net amount received by the Administrative Agent or any Lender,
as applicable, equaling the full amount which would have been received by the
Administrative Agent or any Lender, as applicable, had no such deduction or
withholding been made, (ii) pay the full amount deducted to the relevant
authority in accordance with applicable law, and (iii) furnish to the
Administrative Agent or any Lender, as applicable, certified copies of official
receipts evidencing payment of such withholding taxes within 30 days after such
payment is made.

      21. Supplemental Guarantors. Pursuant to Section 5.12 of the Credit
Agreement, additional Subsidiaries shall become obligated as Subsidiary
Guarantors hereunder (each as fully as though an original signatory hereto) by
executing and delivering to the Administrative Agent a supplemental guaranty in
the form of Exhibit A attached hereto (with blanks appropriately filled in).

      22. Original Guaranty Superseded. This Guaranty supersedes and replaces
that certain Subsidiary Guaranty dated September 16, 2004.

IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this Guaranty
to be duly executed, under seal, by its authorized officer as of the day and
year first above written.

                              [Signature of Subsidiary Guarantors]

                                       12
<PAGE>

                                    EXHIBIT A

                              SUPPLEMENTAL GUARANTY

                                     [DATE]

JPMorgan Chase Bank, N.A., as Administrative Agent

Ladies and Gentlemen:

            Reference is hereby made to (i) that certain Second Amended and
Restated Credit Agreement, dated as of October 31, 2005, as amended, among Pulte
Homes, Inc., the lenders from time to time parties thereto (the "Lenders"), and
JPMorgan Chase Bank, N.A., as a Lender and as administrative agent (the
"Administrative Agent") on behalf of itself and the other Lenders (as amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement") and (ii) that certain Guaranty, dated as of even date with the
Credit Agreement, executed and delivered by the Subsidiary Guarantors parties
thereto in favor of the Administrative Agent, for the benefit of the Lenders (as
amended, restated, supplemented or otherwise modified from time to time, the
"Guaranty"). Terms not defined herein which are defined in the Credit Agreement
shall have for the purposes hereof the respective meanings provided therein.

            In accordance with Section 5.12 of the Credit Agreement and Section
21 of the Guaranty, the undersigned, [GUARANTOR]____________, a corporation
[limited partnership/limited liability company] organized under the laws of
___________, hereby elects to be a "Guarantor" for all purposes of the Credit
Agreement and "Subsidiary Guarantor" for all purposes of the Guaranty,
respectively, effective from the date hereof.

            Without limiting the generality of the foregoing, the undersigned
hereby agrees to perform all the obligations of a Subsidiary Guarantor under,
and to be bound in all respects by the terms of, the Guaranty, to the same
extent and with the same force and effect as if the undersigned were a direct
signatory thereto.

            This Supplemental Guaranty shall be construed in accordance with and
governed by the internal laws of the State of New York (but otherwise without
regard to the conflict of laws provisions).

            IN WITNESS WHEREOF, this Supplemental Guaranty has been duly
executed by the undersigned as of the __ day of ____, 200_.

                                        [GUARANTOR]

                                        By: __________________________________
                                        Name:
                                        Title:

                                       13
<PAGE>

                                 EXHIBIT 1.1(c)

                    INTERCREDITOR AND SUBORDINATION AGREEMENT

      THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Intercreditor
Agreement"), dated as of October 31, 2005, is by and among ASSET SEVEN CORP., an
Arizona corporation ("Asset Seven"), PULTE REALTY CORPORATION, an Arizona
corporation ("Pulte Realty"), each subsidiary of Pulte Homes, Inc. that from
time to time executes an Intercreditor Joinder Agreement (as defined below)
(together with Asset Seven and Pulte Realty, individually a "Subordinated
Creditor" and collectively the "Subordinated Creditors"), JPMORGAN CHASE BANK,
N.A., as administrative agent for the Revolving Credit Lenders from time to time
party to the Revolving Credit Agreement described below (in such capacity,
"Administrative Agent"), and JPMORGAN CHASE BANK, N.A. as trustee for the
Noteholders pursuant to the Indenture described below (in such capacity, the
"Trustee").

                                    RECITALS:

      A. Pursuant to the terms of that certain Second Amended and Restated
Credit Agreement, dated as of October 31, 2005 (as amended, modified,
supplemented or restated from time to time, the "Revolving Credit Agreement"),
among Pulte Homes, Inc. (the "Borrower"), the lenders from time to time party
thereto (the "Revolving Credit Lenders") and Administrative Agent, the Revolving
Credit Lenders have provided a revolving credit facility to the Borrower. The
obligations of the Borrower under the Revolving Credit Agreement are guaranteed
by certain subsidiaries of the Borrower (the "Guarantors").

      B. The Borrower has issued and may issue from time to time senior
unsecured notes (the "Senior Notes") pursuant to that certain indenture, dated
as of October 24, 1995, or a supplement thereto (as previously amended, modified
or supplemented and as amended, modified, supplemented or restated from time to
time, the "Indenture").

      C. The Subordinated Creditors are holders of promissory notes (the
"Subordinated Notes") from certain subsidiaries of the Borrower (the "Note
Issuers"), which Subordinated Notes are secured by mortgages on certain real
properties owned by the Note Issuers (the "Collateral").

      D. Each Subordinated Creditor is a subsidiary of the Borrower.

      E. In order to induce the Revolving Credit Lenders and the holders of the
Senior Notes (the "Noteholders") to provide or continue to provide the financial
accommodations to the Borrower under the Revolving Credit Agreement and the
Senior Notes (collectively, the "Senior Loan Documents" and individually, a
"Senior Loan Document"), and because of the direct benefit to the Subordinated
Creditors of such financial accommodations, Subordinated Creditors,
Administrative Agent and the Trustee have agreed to enter into this
Intercreditor Agreement.

                                        1
<PAGE>

      NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

                                   ARTICLE I

                                   Definitions

1.1 Certain Defined Terms. For the purposes hereof:

      (a) "Code" means the Internal Revenue Code of 1986 and the rules and
regulations promulgated thereunder, as amended, modified, succeeded or replaced
from time to time. References to sections of the Code should be construed also
to refer to any successor sections.

      (b) "Event of Default" means (i) an "Event of Default" as defined in the
Revolving Credit Agreement or (ii) an event of default under the Senior Notes or
the Indenture.

      (c) "Senior Creditors" means (i) so long as any Senior Obligations (or
commitments with respect thereto) remains outstanding under the Revolving Credit
Agreement, Administrative Agent and (ii) so long as any Senior Obligations (or
commitments with respect thereto) remains outstanding under the Senior Notes,
the Trustee.

      (d) "Senior Obligations" means (i) the "Credit Party Obligations" as
defined in the Revolving Credit Agreement and (ii) all obligations (including,
without limitation, principal, interest and fees (including any interest or fees
which accrue after the commitment of any case, proceeding or other action
relating to the bankruptcy, insolvency or reorganization of the Borrower,
whether or not allowed claims in such proceeding)) outstanding under the Senior
Notes.

      (e) "Subordinated Obligations" means (i) the principal amount of, and
accrued interest (including, without limitation, any interest which accrues
after the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency or reorganization of a Note Issuer, whether or not
allowed claims in such proceeding) on any Subordinated Note, and (ii) all other
indebtedness, obligations and liabilities of the Note Issuers to the
Subordinated Creditors now existing or hereafter incurred.

      (f) "Intercreditor Joinder Agreement" means an intercreditor joinder
agreement in substantially the form of Exhibit A attached hereto.

1.2 Other Definitional Provisions. The words "hereof," "herein" and "hereunder"
and words of similar import when used in this Intercreditor Agreement shall
refer to this Intercreditor Agreement as a whole and not to any particular
provision of this Intercreditor Agreement, and section, subsection, schedule and
exhibit references are to this Intercreditor Agreement unless otherwise
specified. Defined terms herein shall include in the singular number the plural
and in the plural the singular.

                                        2
<PAGE>

                                   ARTICLE II

                             Terms of Subordination

2.1 Subordination.

      (a) Each of the Subordinated Creditors agrees, for itself and each future
holder of the Subordinated Obligations held by such Subordinated Creditor, that
the Subordinated Obligations are expressly subordinate and junior in right of
payment (as defined in subsection 2.1(b)) to all Senior Obligations in all
respects.

      (b) "Subordinate and junior in right of payment" shall mean that:

            (i) Upon the occurrence and during the continuance of an Event of
      Default, (A) none of the Subordinated Creditors will, without the express
      prior written consent of the Senior Creditors or unless otherwise
      instructed by the Senior Creditors, take, demand or receive, directly or
      indirectly, by set-off, redemption, purchase or in any other manner, any
      payment on or security for the whole or any part of the Subordinated
      Obligations, and (B) without the express prior written consent of the
      Senior Creditors or unless otherwise instructed by the Senior Creditors,
      none of the Subordinated Creditors will make demand for the payment of or
      accelerate the scheduled maturities of any amounts owing under the
      Subordinated Obligations.

            (ii) Until the Senior Obligations shall have been paid indefeasibly
      in full and satisfied and no commitments with respect thereto remains
      outstanding, upon the occurrence and during the continuance of an Event of
      Default, none of the Subordinated Creditors will accelerate, declare to be
      immediately due and payable, enforce or take any action to enforce or
      collect, or otherwise exercise any rights or remedies it may possess with
      respect to the Subordinated Obligations or any portion thereof, or take
      any action to enforce or otherwise exercise any rights or remedies with
      respect to, or realize upon, the Collateral, in each case without the
      prior written consent of the Senior Creditors.

            (iii) Without limiting the generality of the foregoing provisions of
      this Section 2.1, in the event of any liquidation, termination, revocation
      or other winding-up of a Note Issuer, or in the event of any receivership,
      insolvency, reorganization or bankruptcy proceedings, assignment for the
      benefit of creditors or any proceeding by or against a Note Issuer for any
      relief under any bankruptcy, reorganization or insolvency law or laws
      (federal or state) or any law (federal or state) relating to the relief of
      debtors, readjustment of indebtedness, reorganization, composition or
      extension of indebtedness, then, upon the occurrence and during the
      continuance of an Event of Default, unless otherwise agreed to or
      instructed in writing by the Senior Creditors, all Senior Obligations
      shall first be paid in full before any payment or distribution is made in
      respect of the Subordinated Obligations, and any payment or distribution
      of any kind or character (whether in cash, property or securities) that,
      but for the subordination provisions contained herein, would otherwise be
      payable or deliverable to a Subordinated Creditor upon or in respect of
      the Subordinated Obligations, shall instead be paid over or delivered to
      the Senior Creditors or their representatives, and such Subordinated
      Creditor shall not receive any such payment or distribution or any benefit
      therefrom unless and until the Senior Obligations shall have been fully
      paid and satisfied.

                                        3
<PAGE>

2.2 Power of Attorney; Agreement to Cooperate. Each of the Subordinated
Creditors hereby agrees, upon the occurrence of an Event of Default, to duly and
promptly take such action as may be requested at any time and from time to time
by the Senior Creditors, to file appropriate proofs of claim in respect of the
Subordinated Obligations, and to execute and deliver such powers of attorney,
assignment of proofs of claim or other instruments as may be requested by the
Senior Creditors in order to enable the Senior Creditors to enforce any and all
claims upon or in respect of the Subordinated Obligations and to collect and
receive any and all payments or distributions which may be payable or
deliverable at any time upon or in respect of the Subordinated Obligations.

2.3 Payments Received by a Subordinated Creditor. Should any payment or
distribution or security or realization of the Collateral, or the proceeds of
any thereof, be collected or received by a Subordinated Creditor in respect of
the Subordinated Obligations, and such collection or receipt is received in a
receivership, insolvency, reorganization or bankruptcy proceeding involving a
Note Issuer or is not expressly permitted hereunder, the Subordinated Creditor
will forthwith turn over the same to the Senior Creditors in the form received
(except for endorsement or assignment by the Subordinated Creditor when
necessary) to be applied to the Senior Obligations and, until so turned over,
the same shall be held in trust by the Subordinated Creditor as the property of
the Senior Creditors.

2.4 Subrogation. The Subordinated Creditors shall not be subrogated to the
rights of the Senior Creditors to receive payments or distributions of assets of
the Note Issuers for the Senior Obligations.

2.5 Application of Payments Among Senior Creditors. Any payment with respect to
the Senior Obligations or received by a Senior Creditor pursuant to the terms of
this Intercreditor Agreement shall be applied pro rata to the Senior Obligations
outstanding under the Revolving Credit Agreement and the Senior Notes based on
the aggregate amount of Senior Obligations outstanding under the Revolving
Credit Agreement and the Senior Notes, respectively, on the date of such
payment, as certified by Administrative Agent and the Trustee, respectively, to
the other Senior Creditors.

                                  ARTICLE III

                         Representations and Warranties

3.1 Each of the Subordinated Creditors represents and warrants to the Senior
Creditors that:

      (a) Subordinated Obligations. The Subordinated Obligations are payable
solely and exclusively to the Subordinated Creditors and to no other person,
firm, corporation or other entity, without deduction for any defense, offset or
counterclaim.

      (b) Power and Authority; Authorization; No Violation. Each Subordinated
Creditor has full power, authority and legal right to execute, deliver and
perform this Intercreditor Agreement, and, the execution, delivery and
performance of this Intercreditor Agreement have been duly authorized by all
necessary action on the part of such Subordinated Creditor, do not require any
approval or consent of any holders of any indebtedness or obligations of such
Subordinated Creditor and will not violate any provision of law, governmental
regulation, order or decree or any provision of any indenture, mortgage,
contract or other agreement to which such Subordinated Creditor is party or by
which such Subordinated Creditor is bound.

                                        4
<PAGE>

      (c) Consents. No consent, license, approval or authorization of, or
registration or declaration with, any governmental instrumentality, domestic or
foreign, is required in connection with the execution, delivery and performance
by the Subordinated Creditor of this Intercreditor Agreement.

      (d) Binding Obligation. This Intercreditor Agreement constitutes a legal,
valid and binding obligation of the Subordinated Creditor enforceable in
accordance with its terms.

                                   ARTICLE IV

                  Modification of Senior Obligations; Reliance

4.1 Each of the Subordinated Creditors agrees that, without the necessity of any
reservation of rights against such Subordinated Creditor and without notice to
or further assent by such Subordinated Creditor, (a) any demand for payment of
any Senior Obligation may be made, and the Senior Obligations or the liability
of the Borrower or any of its subsidiaries for any part thereof, or any guaranty
therefor, or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, modified, accelerated, compromised,
waived, surrendered, or released and (b) any document or instrument evidencing
or governing the terms of the Senior Obligations or guaranties or documents in
connection with the Senior Obligations may be amended, modified, supplemented or
terminated, in whole or in part, as the applicable Senior Creditor may deem
advisable from time to time, in each case all without notice to or further
assent by such Subordinated Creditor, which will remain bound under this
Intercreditor Agreement, and all without impairing, abridging, releasing or
affecting the subordination provided for herein, notwithstanding any such
renewal, extension, modification, acceleration, compromise, amendment,
supplement, termination, waiver, surrender or release. Each of the Subordinated
Creditors waives (i) any and all notice of the creation, modification, renewal,
extension or accrual of any of the Senior Obligations and (ii) notice of or
proof of reliance on this Intercreditor Agreement and protest, demand for
payment and notice of an Event of Default. The Senior Obligations shall
conclusively be deemed to have been created, contracted, incurred or continued
in reliance upon this Intercreditor Agreement, and all dealings between or among
the Note Issuers and the Senior Creditors shall be deemed to have been
consummated in reliance upon this Intercreditor Agreement. The Subordinated
Creditors acknowledge and agree that the Senior Creditors, the Revolving Credit
Lenders and the Noteholders have relied upon the subordination provided for
herein in making the Senior Obligations available to the Borrower.

                                   ARTICLE V

              No Transfer of Subordinated Obligations or Collateral

5.1 The Subordinated Creditors will not (a) sell, assign or otherwise transfer,
in whole or in part, any Subordinated Obligation or any Collateral held by the
Subordinated Creditors or any interest therein to any other person or entity (a
"Transferee") other than a Subordinated Creditor or (b) create, incur or suffer
to exist any security interest, lien, charge or other encumbrance whatsoever
upon the Subordinated Obligations or the Collateral in favor of any Transferee.

                                        5
<PAGE>

                                   ARTICLE VI

                     Joinder of Other Subordinated Creditors

6.1 Any subsidiary of the Borrower that properly elects to be taxed as a real
estate investment trust under Section 856 (c) of the Code may become a
Subordinated Creditor hereunder by executing and delivering an Intercreditor
Joinder Agreement. Upon receipt by the Senior Creditors of an Intercreditor
Joinder Agreement from a subsidiary of the Borrower, such subsidiary shall be
considered a Subordinated Creditor under the terms of this Intercreditor
Agreement.

                                  ARTICLE VII

                                  Miscellaneous

7.1 No Waiver; Cumulative Remedies. No failure or delay on the part of any
Senior Creditor, Revolving Credit Lender or Noteholder in exercising any right,
power or privilege hereunder or under any Senior Loan Document or any other loan
document entered into in connection therewith and no course of dealing between
the Subordinated Creditors and any Senior Creditor, Revolving Credit Lender or
Noteholder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder or under any other Senior
Loan Document or any other loan document entered into in connection therewith
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder or thereunder. The rights and remedies
provided herein are cumulative and not exclusive of any rights or remedies which
the Senior Creditors, the Revolving Credit Lenders and the Noteholders would
otherwise have. No notice to or demand on any Subordinated Creditor in any case
shall entitle such Subordinated Creditor to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the rights of
the Senior Creditors, the Revolving Credit Lenders and the Noteholders to any
other or further action in any circumstances without notice or demand.

7.2 Further Assurances. The Subordinated Creditors agree, upon the request of a
Senior Creditor, to promptly take such actions, as reasonably requested, as is
necessary to carry out the intent of this Intercreditor Agreement.

7.3 Notices. All notices and other communications with respect to this
Intercreditor Agreement shall have been duly given and shall be effective (a)
when delivered in writing, (b) when transmitted via telecopy (or other facsimile
device) to the number set out below, (c) the business day following the day on
which the same has been delivered prepaid (or on an invoice basis) to a
reputable national overnight air courier service, or (d) the third business day
following the day on which the same is sent by certified or registered mail,
postage prepaid, in each case to the respective parties at the address or
telecopy numbers set forth below or at such other address as such party may
specify by written notice to the other parties hereto.

                                        6
<PAGE>

To Administrative Agent:                    JPMorgan Chase Bank, N.A.
                                            _____________________________
                                            _____________________________

                                            Attn: _______________
                                            Ph: _________________
                                            Fax: ________________

To the Trustee:                             JPMorgan Chase Bank, N.A.
                                            _____________________________
                                            _____________________________

                                            Attn: ________________
                                            Ph: __________________
                                            Fax: _________________

7.4 Governing Law; Jurisdiction.

      (a) THIS INTERCREDITOR AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or
proceeding with respect to this Intercreditor Agreement may be brought in the
courts of the State of New York or of the United States for the Southern
District of New York, and, by execution and delivery of this Intercreditor
Agreement, each party hereto hereby irrevocably accepts for itself and in
respect of its property, generally and unconditionally, the jurisdiction of such
courts. Each party hereto further irrevocably consents to the service of process
out of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
it at the address for notices pursuant to Section 7.3, such service to become
effective 20 days after such mailing. Nothing herein shall affect the right of a
Senior Creditor to serve process on a Subordinated Creditor in any other manner
permitted by law or to commence legal proceedings or to otherwise proceed
against a Subordinated Creditor in any other jurisdiction.

      (b) Each party hereto hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Intercreditor Agreement
brought in the courts referred to in subsection (a) hereof and hereby further
irrevocably waives and agrees not to plead or claim in any such court that any
such action or proceeding brought in any such court has been brought in an
inconvenient forum.

7.5 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS INTERCREDITOR AGREEMENT
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INTERCREDITOR AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.

7.6 Successors and Assigns. This Intercreditor Agreement shall be binding upon
and inure to the benefit of the Senior Creditors, the Subordinated Creditors,
and their respective successors, transferees and assigns.

                                        7
<PAGE>

7.7 Severability. If any provision of any of this Intercreditor Agreement is
determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.

7.8 Counterparts. This Intercreditor Agreement may be executed in any number of
counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.
Delivery of executed counterparts by telecopy shall be as effective as an
original and shall constitute a representation that an original will be
delivered.

7.9 Waivers, Amendments, Etc. This Intercreditor Agreement may not be rescinded
or canceled or modified in any way, nor may any provision of this Intercreditor
Agreement be waived or changed without the express prior written consent thereto
of the Senior Creditors.

7.10 Original Intercreditor Agreement Superseded. This Intercreditor Agreement
replaces and supersedes the Intercreditor Agreement dated September 16, 2004.

                                        8
<PAGE>

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

SUBORDINATED CREDITOR:                ASSET SEVEN CORP.,
                                      an Arizona corporation

                                      By: ___________________________________
                                      Name:  ________________________________
                                      Title: ________________________________

SUBORDINATED CREDITOR:                PULTE REALTY CORPORATION, an
                                      Arizona corporation

                                      By:  ___________________________________
                                      Name:  _________________________________
                                      Title:  ________________________________

SENIOR CREDITOR:                      JPMORGAN CHASE BANK, N.A.,
                                      as Administrative Agent for the
                                      Revolving Credit Lenders

                                      By:  ___________________________________
                                      Name:  _________________________________
                                      Title:  ________________________________

SENIOR CREDITOR:                      JPMORGAN CHASE BANK, N.A., as
                                      Trustee

                                      By:  ___________________________________
                                      Name:  _________________________________
                                      Title: _________________________________

                                        9
<PAGE>

                                    EXHIBIT A

                     Form of Intercreditor Joinder Agreement

      THIS INTERCREDITOR JOINDER AGREEMENT (the "Agreement"), dated as of
__________________________ is entered into among _________________________, (the
"New REIT") and JPMORGAN CHASE BANK, N.A. and_________________________________,
in their capacity as Senior Creditors (the "Senior Creditors") under that
certain Intercreditor and Subordination Agreement, dated as of October 31, 2005,
among ASSET SEVEN CORP., an Arizona corporation, PULTE REALTY CORPORATION, an
Arizona corporation, the other Subordinated Creditors party thereto and the
Senior Creditors (as the same may be amended, modified, extended or restated
from time to time, the "Intercreditor Agreement"). All capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the
Intercreditor Agreement.

      1. The New REIT hereby acknowledges, agrees and confirms that, by its
execution of this Credit Agreement, the New REIT will be deemed to be a
Subordinated Creditor under the Intercreditor Agreement and shall have all of
the rights and obligations of a Subordinated Creditor thereunder as if it had
executed the Intercreditor Agreement. The New REIT hereby ratifies, as of the
date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Intercreditor Agreement, including without
limitation, all of the subordination terms set forth in Article II of the
Intercreditor Agreement.

      2. This Credit Agreement may be executed in any number of counterparts,
each of which where so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. Delivery of executed
counterparts by telecopy shall be as effective as an original and shall
constitute a representation that an original will be delivered.

      3. THIS CREDIT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

      IN WITNESS WHEREOF, the New REIT has caused this Credit Agreement to be
duly executed by its authorized officer, as of the day and year first above
written.

                                    [NEW REIT]

                                    By:  ___________________________________
                                    Name:  _________________________________
                                    Title:  ________________________________

                                       10
<PAGE>

Acknowledged and Accepted

JPMORGAN CHASE BANK, N.A., as
Administrative Agent, in its
capacity as a Senior Creditor

By:  ___________________________________
Name:  _________________________________
Title:  ________________________________

JPMORGAN CHASE BANK, N.A., as
Trustee, in its capacity as a Senior Creditor

By:  ___________________________________
Name:  _________________________________
Title:  ________________________________

                                       11
<PAGE>

                                 EXHIBIT 2.4(e)

                                 SWINGLINE NOTE

$50,000,000.00                                                  October 31, 2005

      Pulte Homes, Inc., a Michigan corporation (the "Borrower") promises to pay
to the order of JPMorgan Chase Bank, N.A. (the "Swingline Lender") the lesser of
the principal sum of Fifty Million and no/100 Dollars ($50,000,000.00) or the
aggregate unpaid principal amount of all Swingline Loans made by the Swingline
Lender to the Borrower pursuant to the Agreement (as hereinafter defined) in
immediately available funds at the main office of JPMorgan Chase Bank, N.A., in
New York, New York, as Administrative Agent, together with interest on the
unpaid principal amount hereof at the rates and on the dates set forth in the
Agreement. The Borrower shall pay the principal of and accrued and unpaid
interest on all Swingline Loans in full, if not sooner due and payable under the
Agreement, on the Maturity Date.

      This Note is the Swingline Note issued pursuant to, and is entitled to the
benefits of, the Second Amended and Restated Credit Agreement, dated as of
October 31, 2005 (which as it may be amended or modified and in effect from time
to time is herein called the "Agreement") among the Borrower, the lenders party
thereto (including the Swingline Lender) and JPMorgan Chase Bank, N.A., as
Administrative Agent, to which Agreement reference is hereby made for a
statement of the terms and conditions governing this Note, including the terms
and conditions under which this Note may be prepaid or its maturity date
accelerated. Capitalized terms used herein and not otherwise defined herein are
used with the meanings attributed to them in the Agreement.

                                           PULTE HOMES, INC.

                                           By: ______________________________
                                           Name:
                                           Title:

                                       12
<PAGE>

                                   EXHIBIT 2.5

                            COMMITMENT AND ACCEPTANCE

      This Commitment and Acceptance (this "Commitment and Acceptance") dated as
of _______________, 200_, is entered into among the parties listed on the
signature pages hereof. Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit Agreement (as
defined below).

                             PRELIMINARY STATEMENTS

      Reference is made to that certain Second Amended and Restated Credit
Agreement dated as of October 31, 2005, by and among Pulte Homes, Inc., a
Michigan corporation (the "Borrower"), JPMorgan Chase Bank, N.A., as
Administrative Agent, and the Lenders that are parties thereto (as the same may
from time to time be amended, modified, supplemented or restated, in whole or in
part and without limitation as to amount, terms, conditions or covenants, the
"Credit Agreement").

      Pursuant to Section 2.5 of the Credit Agreement, the Borrower has
requested an increase in the Aggregate Commitment from $_______________ to
$__________________. Such increase in the Aggregate Amount is to become
effective on _______________ __, ____ (the "Increase Date") [THIS DATE IS TO BE
MUTUALLY AGREED UPON BY THE BORROWER, THE ACCEPTING LENDER AND AGENT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 2.5) OF THE CREDIT AGREEMENT]. In
connection with such requested increase in the Aggregate Commitment, the
Borrower, Administrative Agent and _________________ ("Accepting Lender") hereby
agree as follows:

      1. ACCEPTING LENDER'S COMMITMENT. Effective as of the Increase Date,
[Accepting Lender shall become a party to the Credit Agreement as a Lender,
shall have all of the rights and obligations of a Lender thereunder, shall agree
to be bound by the terms and provisions thereof and shall thereupon have a
Commitment under and for purposes of the Credit Agreement in an amount equal
[the Commitment of Accepting Lender under the Credit Agreement shall be
increased from $___________________] to the amount set forth opposite Accepting
Lender's name on the signature pages hereof.

      REPRESENTATIONS AND AGREEMENTS OF ACCEPTING LENDER. Accepting Lender (a)
represents and warrants that (i) it has full power and authority, and has taken
all action necessary, to execute and deliver this Commitment and Acceptance and
to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it satisfies the requirements, if any, specified in
the Credit Agreement that are required to be satisfied by it in order to become
a Lender, (iii) from and after the Increase Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.1(a) and (b) thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Commitment and Acceptance on the
basis of which it has made such analysis and decision independently and without
reliance on the Agent or any other Lender, and (v) if it is a Foreign

                                        1
<PAGE>

Lender, it has delivered any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Accepting Lender; and (b) agrees that (i) it will, independently and without
reliance on the Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Documents, and
(ii) it will perform in accordance with their terms all of the obligations which
by the terms of the Credit Documents are required to be performed by it as a
Lender.]

      2. *Paragraph 2 is to be inserted only if Accepting Lender is not already
a party to the Credit Agreement prior to the Increase Date.

      3. REPRESENTATION OF BORROWER. The Borrower hereby represents and warrants
that, as of the date hereof and as of the Increase Date, (a) no event or
condition shall have occurred and then be continuing which constitutes an Event
of Default or Default and (b) the representations and warranties of the Borrower
contained in the Credit Agreement are true and correct in all material respects
(except to the extent any such representation or warranty is stated to relate
solely to an earlier date).

      4. ADMINISTRATIVE AGENT'S FEE. On or before the Increase Date, the
Borrower shall pay to the Administrative Agent an administrative fee in the
amount of $3,500.00.

      5. GOVERNING LAW. This Commitment and Acceptance shall be governed by the
internal law, and not the law of conflicts, of the State of New York.

      6. NOTICES. For the purpose of notices to be given under the Credit
Agreement, the address of Accepting Lender (until notice of a change is
delivered) shall be the address set forth in the Administrative Questionnaire
delivered by Accepting Lender to the Administrative Agent.

                                        2
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Commitment and
Acceptance by their duly authorized officers as of the date first above written.

                                          BORROWER:

                                          PULTE HOMES, INC.

                                          By: ______________________________
                                          Name:
                                          Title:

                                          ADMINISTRATIVE AGENT:
                                          JPMORGAN CHASE BANK, N.A., as
                                          ADMINISTRATIVE AGENT

                                          By: ______________________________
                                          Name:
                                          Title:

COMMITMENT:                               ACCEPTING LENDER:

$_________________________                [NAME OF ACCEPTING LENDER]

                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

                                        3
<PAGE>

                                 EXHIBIT 2.10(e)

                                      NOTE

$______________                                                ___________, 200_

      Pulte Homes, Inc., a Michigan corporation (the "Borrower"), promises to
pay to the order of ____________________________________ (the "Lender") the
lesser of the principal sum of ______________________________ Dollars
($_____________) or the aggregate unpaid principal amount of all Revolving Loans
made by the Lender to the Borrower pursuant to Article II of the Agreement (as
hereinafter defined), in immediately available funds at the main office of
JPMorgan Chase Bank, N.A. in New York, New York, as Administrative Agent,
together with interest on the unpaid principal amount hereof at the rates and on
the dates set forth in the Agreement. The Borrower shall pay the principal of
and accrued and unpaid interest on the Loans in full on the Maturity Date.

      This Note is one of the Revolving Notes issued pursuant to, and is
entitled to the benefits of, the Second Amended and Restated Credit Agreement
dated as of October 31, 2005 (which, as it may be amended or modified and in
effect from time to time, is herein called the "Agreement"), among the Borrower,
the lenders party thereto, including the Lender, and JPMorgan Chase Bank, N.A.,
as Administrative Agent, to which Agreement reference is hereby made for a
statement of the terms and conditions governing this Note, including the terms
and conditions under which this Note may be prepaid or its maturity date
accelerated. Capitalized terms used herein and not otherwise defined herein have
the meanings attributed to them in the Agreement.

                                         PULTE HOMES, INC.

                                         By: _________________________________

                                         Name: _______________________________

                                         Title: ______________________________

                                        1
<PAGE>

                                 EXHIBIT 5.1(c)

                          FORM OF OFFICER'S CERTIFICATE

TO: JPMORGAN CHASE BANK, N.A., as Administrative Agent

RE:   Second Amended and Restated Credit Agreement dated as of October 31, 2005
      among PULTE HOMES, INC., a Michigan corporation (the "Borrower"), the
      Lenders identified therein, JPMorgan Chase Bank, N.A. as Administrative
      Agent (the "Administrative Agent")(as the same may be amended, modified,
      extended or restated from time to time, the "Credit Agreement")

DATE:

      Pursuant to the terms of the Credit Agreement, I, Bruce E. Robinson, Vice
President and Treasurer of the Borrower, hereby certify on behalf of the Credit
Parties that, as of the fiscal quarter/year ending _________ ____, 200__, the
statements below are accurate and complete in all material respects (all
capitalized terms used herein unless otherwise defined shall have the meanings
set forth in the Credit Agreement):

            a. Attached hereto as Schedule 1 are calculations (calculated as of
      the date of the financial statements referred to in paragraph c. below)
      demonstrating compliance by the Credit Parties with the financial
      covenants contained in Section 5.2 of the Credit Agreement.

            b. No Default or Event of Default exists under the Credit Agreement.

            c. The quarterly/annual financial statements for the fiscal
      quarter/year ended _________ ___, 200__ which accompany this certificate
      are true and correct and have been prepared in accordance with GAAP (in
      the case of any quarterly financial statements, subject to changes
      resulting from audit and normal year-end audit adjustments).

                                       PULTE HOMES, INC.
                                       a Michigan corporation

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

                                        1