PULTE HOMES INC/MI/
AMENDED AND RESTATED CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>k88687exv10w1.txt
<DESCRIPTION>AMENDED AND RESTATED CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                      AMONG

                                PULTE HOMES, INC.
                                  AS BORROWER,

                         THE LENDERS IDENTIFIED HEREIN,

                                  BANK ONE, NA,
                            AS ADMINISTRATIVE AGENT,
                                       AND
                          CITICORP NORTH AMERICA, INC.,
                              AS SYNDICATION AGENT
                                       AND
                               BARCLAYS BANK PLC,
                                  BNP PARIBAS,
                                  COMERICA BANK
                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                             MERRILL LYNCH BANK USA,
                                 SUNTRUST BANK,
                         THE ROYAL BANK OF SCOTLAND PLC,
                              UBS LOAN FINANCE LLC
                                       AND
                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             AS DOCUMENTATION AGENTS
                                       AND
                              BANK OF AMERICA, N.A.
                             CALYON NEW YORK BRANCH,
                                 GUARANTY BANK,
                          MIZUHO CORPORATE BANK, LTD.,
                         PNC BANK, NATIONAL ASSOCIATION,
                                       AND
               THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH
                               AS MANAGING AGENTS
                                       AND
                       FIFTH THIRD BANK, EASTERN MICHIGAN,
                           STANDARD FEDERAL BANK N.A.,
                                       AND
                           WASHINGTON MUTUAL BANK, FA
                                  AS CO-AGENTS

                         DATED AS OF SEPTEMBER 16, 2004

    -------------------------------------------------------------------------
                          J.P. MORGAN SECURITIES INC.,

                      AS LEAD ARRANGER AND SOLE BOOKRUNNER

<PAGE>

                                Table of Contents

<TABLE>
<S>                                                                                                         <C>
SECTION 1  DEFINITIONS AND ACCOUNTING TERMS............................................................      1

   1.1  DEFINITIONS....................................................................................      1
   1.2  COMPUTATION OF TIME PERIODS AND OTHER DEFINITIONAL PROVISIONS..................................     21
   1.3  ACCOUNTING TERMS...............................................................................     21
   1.4  TIME...........................................................................................     22

SECTION 2  CREDIT FACILITIES...........................................................................     22

   2.1  REVOLVING LOANS................................................................................     22
   2.2  SWINGLINE LOANS SUBFACILITY....................................................................     27
   2.3  CONTINUATIONS AND CONVERSIONS..................................................................     28
   2.4  MINIMUM AMOUNTS................................................................................     29
   2.5  EXTENSION OF MATURITY DATE.....................................................................     29
   2.6  TELEPHONIC NOTICES.............................................................................     31
   2.7  LENDING INSTALLATIONS..........................................................................     31

SECTION 3  GENERAL PROVISIONS APPLICABLE TO LOANS......................................................     32

   3.1  INTEREST.......................................................................................     32
   3.2  PLACE AND MANNER OF PAYMENTS...................................................................     33
   3.3  PREPAYMENTS....................................................................................     33
   3.4  FEES...........................................................................................     34
   3.5  PAYMENT IN FULL AT MATURITY....................................................................     34
   3.6  COMPUTATIONS OF INTEREST AND FEES..............................................................     35
   3.7  PRO RATA TREATMENT.............................................................................     35
   3.8  SHARING OF PAYMENTS............................................................................     36
   3.9  CAPITAL ADEQUACY...............................................................................     37
   3.10  INABILITY TO DETERMINE INTEREST RATE..........................................................     37
   3.11  ILLEGALITY....................................................................................     38
   3.12  REQUIREMENTS OF LAW...........................................................................     38
   3.13  TAXES.........................................................................................     39
   3.14  COMPENSATION..................................................................................     42
   3.15  SUBSTITUTION OF LENDER........................................................................     43
   3.16  EVIDENCE OF DEBT..............................................................................     43

SECTION 4  FACILITY LCS................................................................................     44

   4.1  ISSUANCE.......................................................................................     44
   4.2  PARTICIPATIONS.................................................................................     44
   4.3  NOTICE.........................................................................................     44
   4.4  FEES; REPORTING................................................................................     45
   4.5  ADMINISTRATION; REIMBURSEMENT BY LENDERS.......................................................     46
   4.6  REIMBURSEMENT BY BORROWER......................................................................     46
   4.7  OBLIGATIONS ABSOLUTE...........................................................................     47
   4.8  ACTIONS OF LC ISSUER...........................................................................     48
   4.9  INDEMNIFICATION................................................................................     48
   4.10  LENDERS' INDEMNIFICATION......................................................................     49
   4.11  FACILITY LC COLLATERAL ACCOUNT................................................................     49
   4.12  RIGHTS AS A LENDER............................................................................     49

SECTION 5  CONDITIONS PRECEDENT........................................................................     49

   5.1  CLOSING CONDITIONS.............................................................................     49
   5.2  CONDITIONS TO ALL EXTENSIONS OF CREDIT.........................................................     54

SECTION 6  REPRESENTATIONS AND WARRANTIES..............................................................     54
</TABLE>

                                       i
<PAGE>

                                Table of Contents

<TABLE>
<S>                                                                                                         <C>
   6.1  FINANCIAL CONDITION............................................................................     54
   6.2  NO MATERIAL CHANGE.............................................................................     55
   6.3  ORGANIZATION AND GOOD STANDING.................................................................     55
   6.4  DUE AUTHORIZATION..............................................................................     55
   6.5  NO CONFLICTS...................................................................................     55
   6.6  CONSENTS.......................................................................................     56
   6.7  ENFORCEABLE OBLIGATIONS........................................................................     56
   6.8  NO DEFAULT.....................................................................................     56
   6.9  LIENS..........................................................................................     56
   6.10  INDEBTEDNESS..................................................................................     56
   6.11  LITIGATION....................................................................................     56
   6.12  TAXES.........................................................................................     57
   6.13  COMPLIANCE WITH LAW...........................................................................     57
   6.14  ERISA.........................................................................................     57
   6.15  SUBSIDIARIES..................................................................................     58
   6.16  USE OF PROCEEDS...............................................................................     58
   6.17  GOVERNMENT REGULATION.........................................................................     58
   6.18  ENVIRONMENTAL MATTERS.........................................................................     59
   6.19  INTELLECTUAL PROPERTY.........................................................................     60
   6.20  SOLVENCY......................................................................................     60
   6.21  INVESTMENTS...................................................................................     60
   6.22  DISCLOSURE....................................................................................     61
   6.23  LICENSES, ETC.................................................................................     61
   6.24  BURDENSOME RESTRICTIONS.......................................................................     61
   6.25  LABOR CONTRACTS AND DISPUTES..................................................................     61
   6.26  BROKER'S FEES.................................................................................     61

SECTION 7  AFFIRMATIVE COVENANTS.......................................................................     61

   7.1  INFORMATION COVENANTS..........................................................................     62
   7.2  FINANCIAL COVENANTS............................................................................     65
   7.3  PRESERVATION OF EXISTENCE AND FRANCHISES.......................................................     65
   7.4  BOOKS AND RECORDS..............................................................................     65
   7.5  COMPLIANCE WITH LAW............................................................................     66
   7.6  PAYMENT OF TAXES AND OTHER INDEBTEDNESS........................................................     66
   7.7  INSURANCE......................................................................................     66
   7.8  MAINTENANCE OF PROPERTY........................................................................     66
   7.9  PERFORMANCE OF OBLIGATIONS.....................................................................     66
   7.10  USE OF PROCEEDS...............................................................................     67
   7.11  AUDITS/INSPECTIONS............................................................................     67
   7.12  ADDITIONAL CREDIT PARTIES.....................................................................     67
   7.13  REIT REQUIREMENTS.............................................................................     67

SECTION 8  NEGATIVE COVENANTS..........................................................................     68

   8.1  INDEBTEDNESS...................................................................................     68
   8.2  LIENS..........................................................................................     69
   8.3  NATURE OF BUSINESS.............................................................................     69
   8.4  CONSOLIDATION AND MERGER.......................................................................     69
   8.5  SALE OR LEASE OF ASSETS........................................................................     69
   8.6  SALE AND LEASEBACK.............................................................................     70
   8.7  ADVANCES, INVESTMENTS AND LOANS................................................................     70
   8.8  RESTRICTED PAYMENTS............................................................................     71
   8.9  TRANSACTIONS WITH AFFILIATES...................................................................     71
   8.10  FISCAL YEAR; ORGANIZATIONAL DOCUMENTS.........................................................     71
   8.11  NO LIMITATIONS................................................................................     71
   8.12  NO OTHER NEGATIVE PLEDGES.....................................................................     71
</TABLE>

                                       ii
<PAGE>

                                Table of Contents

<TABLE>
<S>                                                                                                         <C>
   8.13  OTHER INDEBTEDNESS............................................................................     72
   8.14  RESTRICTIONS ON THE REITS.....................................................................     72

SECTION 9  EVENTS OF DEFAULT...........................................................................     72

   9.1  EVENTS OF DEFAULT..............................................................................     72
   9.2  ACCELERATION; REMEDIES.........................................................................     75
   9.3  FACILITY LC COLLATERAL ACCOUNT.................................................................     76
   9.4  ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT..................................................     77

SECTION 10  AGENCY PROVISIONS..........................................................................     78

   10.1  APPOINTMENT; NATURE OF RELATIONSHIP...........................................................     78
   10.2  POWERS........................................................................................     78
   10.3  GENERAL IMMUNITY..............................................................................     78
   10.4  NO RESPONSIBILITY FOR LOANS, RECITALS, ETC....................................................     79
   10.5  ACTION ON INSTRUCTIONS OF LENDERS.............................................................     79
   10.6  EMPLOYMENT OF AGENTS AND COUNSEL..............................................................     80
   10.7  RELIANCE ON DOCUMENTS; COUNSEL................................................................     80
   10.8  ADMINISTRATIVE AGENT'S REIMBURSEMENT AND INDEMNIFICATION......................................     80
   10.9  NOTICE OF DEFAULT.............................................................................     80
   10.10  RIGHTS AS A LENDER...........................................................................     81
   10.11  LENDER CREDIT DECISION.......................................................................     81
   10.12  SUCCESSOR ADMINISTRATIVE AGENT...............................................................     81
   10.13  ADMINISTRATIVE AGENT AND ARRANGER FEES.......................................................     82
   10.14  DELEGATION TO AFFILIATES.....................................................................     82
   10.15  AUTHORIZATION OF INTERCREDITOR AGREEMENT.....................................................     82
   10.16  DOCUMENTATION AGENT, SYNDICATION AGENT, ETC..................................................     83
   10.17  BENEFITS OF SECTION 10.......................................................................     83

SECTION 11  MISCELLANEOUS..............................................................................     83

   11.1  NOTICES.......................................................................................     83
   11.2  RIGHT OF SET-OFF..............................................................................     83
   11.3  BENEFIT OF AGREEMENT..........................................................................     84
   11.4  NO WAIVER; REMEDIES CUMULATIVE................................................................     87
   11.5  PAYMENT OF EXPENSES; INDEMNIFICATION..........................................................     87
   11.6  AMENDMENTS, WAIVERS AND CONSENTS..............................................................     88
   11.7  COUNTERPARTS/TELECOPY.........................................................................     89
   11.8  HEADINGS......................................................................................     89
   11.9  DEFAULTING LENDER.............................................................................     89
   11.10  SURVIVAL OF INDEMNIFICATION AND REPRESENTATIONS AND WARRANTIES...............................     89
   11.11  GOVERNING LAW; JURISDICTION..................................................................     89
   11.12  WAIVER OF JURY TRIAL.........................................................................     90
   11.13  SEVERABILITY.................................................................................     90
   11.14  FURTHER ASSURANCES...........................................................................     90
   11.15  ENTIRETY.....................................................................................     91
   11.16  CONFIDENTIALITY..............................................................................     91
   11.17  BINDING EFFECT; CONTINUING AGREEMENT.........................................................     91
   11.18  NO CONSEQUENTIAL DAMAGES.....................................................................     92
   11.19  USA PATRIOT ACT..............................................................................     92
</TABLE>

                                      iii
<PAGE>

                                Table of Contents

SCHEDULES

Schedule 1.1(a)            Commitments and Pro Rata Shares
Schedule 1.1(b)      Existing Letters of Credit
Schedule 1.1(c)            Permitted Liens
Schedule 6.10        Indebtedness
Schedule 6.11        Litigation
Schedule 6.15        Subsidiaries
Schedule 6.21(a)     Investment Policy
Schedule 6.21(b)     Investments
Schedule 6.25        Labor Contracts and Disputes
Schedule 11.1        Notices

EXHIBITS

Exhibit 1.1          Form of Guaranty
Exhibit 1.2          Form of Intercreditor Agreement
Exhibit 2.1(e)       Form of Commitment and Acceptance
Exhibit 2.1(f)       Form of Revolving Note
Exhibit 2.2(e)       Form of Swingline Note
Exhibit 7.1(c)       Form of Officer's Certificate
Exhibit 11.3(b)      Form of Assignment Agreement

                                       i
<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

      THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Credit Agreement") is
entered into as of September 16, 2004 among PULTE HOMES, INC., a Michigan
corporation (the "Borrower"), the Lenders (as defined herein), and BANK ONE, NA,
as Administrative Agent for the Lenders.

                                    RECITALS

      WHEREAS, the Borrower, the Administrative Agent and certain other lenders
are party to a certain Credit Agreement dated as of October 1, 2003 (the
"Original Credit Agreement"); and

      WHEREAS, the parties hereto desire to amend and restate the Original
Credit Agreement to extend the Maturity Date, to increase the Revolving
Committed Amount 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.

                                   SECTION 1

                        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:

            "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 7.12 or otherwise.

            "Adjusted LIBOR Market Index Rate" means, with respect to an Index
      Rate Swingline Loan, the sum of (i) the quotient of (a) the LIBOR Market
      Index Rate applicable to such Index Rate Swingline Loan, divided by (b)
      one minus the applicable Reserve Requirement (expressed as a decimal) plus
      (ii) the Applicable Percentage.

            "Administrative Agent" means Bank One, NA. (or any successor
      thereto) or any successor administrative agent appointed pursuant to
      Section 10.12.

<PAGE>

            "Administrative Fees" has the meaning set forth in Section 3.4(b).

            "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 Limit" means One Billion Five Hundred Million
      Dollars ($1,500,000,000), less the amount of any reductions of the
      Revolving Committed Amount effected pursuant to Section 2.1(d).

            "Aggregate LC Commitment" means the lesser of (a) Seven Hundred
      Fifty Million Dollars ($750,000,000) or (b) the Revolving Committed
      Amount.

            "Alternate Base Rate" means, for any day, a rate per annum equal to
      the higher of (a) the Prime Rate for such day or (b) the sum of the
      Federal Funds Effective Rate plus 0.5%, in each case changing when and as
      the Prime Rate and the Federal Funds Effective Rate change.

            "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:

<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
                          TO BBB+ / BAA1                                                      NO SENIOR DEBT RATING

DEBT TO
CAPITALIZATION        LESS THAN OR EQUAL TO     GREATER THAN 25% BUT    GREATER THAN 35%         GREATER THAN 45%
RATIO                          25%             LESS THAN OR EQUAL TO    BUT LESS THAN OR
                                                        35%               EQUAL TO 45%

APPLICABLE                    0.625%                   0.75%                 0.875%                   1.125%
PERCENTAGE FOR
EURODOLLAR LOANS,
INDEX RATE
SWINGLINE LOANS
AND FACILITY LC
FEE RATE

APPLICABLE                    0.15%                    0.175%                 0.20%                   0.225%
PERCENTAGE FOR
COMMITMENT FEES
</TABLE>

                                       2
<PAGE>

      In the event of a split in ratings between Moody's and S&P, the Senior
      Debt Rating of the Borrower shall be (a) the higher rating (i.e., lower
      pricing) if they are one level apart and (ii) one level better than the
      lower rating if they are more than one level apart. In the event the Debt
      to Capitalization Ratio and the Senior Debt Rating of the Borrower are not
      at the same level, then the Applicable Percentage shall be at (a) the
      lower level (i.e., lower pricing) if they are only one level apart and (b)
      one level lower than the higher level if they are more than one level
      apart. 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
      7.1(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" means any Fund 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.

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

            "Assignment Agreement" has the meaning set forth in Section 11.3(b).

            "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.

            "Bank One" means Bank One, NA, a national banking association having
      its principal office in Chicago, Illinois, in its individual capacity, and
      its successors and assigns.

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

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

            "Business Day" means any day other than a Saturday, a Sunday, a
      legal holiday or a day on which banking institutions are authorized or
      required by law or other governmental action to close in Chicago,
      Illinois; provided that in the case of Eurodollar Loans, such day is also
      a day on which dealings between banks are carried on 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.

                                       3
<PAGE>

            "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.

            "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 6.21(a).

            "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

                                       4
<PAGE>

      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.

            "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.

            "Collateral Shortfall Amount" has the meaning set forth in Section
      9.2(c).

            "Commitment" means (a) with respect to each Lender, the Revolving
      Loan Commitment of such Lender and (b) with respect to the Swingline
      Lender, the Swingline Loan Commitment.

            "Commitment and Acceptance" has the meaning set forth in Section
      2.1(e)(i).

            "Commitment Fees" means the fees payable to the Lenders pursuant to
      Section 3.4(a).

                                       5
<PAGE>

            "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
      Guaranty, the Intercreditor Agreement, each Facility LC Application 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 LC Issuer 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.

            "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 8.1(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 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 has
      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

                                       6
<PAGE>

      such period, (ii) total Federal, state, foreign or other income taxes of
      the Borrower for such 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 5.1 shall have been fulfilled (or waived in the sole discretion of
      the Lenders).

            "Eligible Assignee" means (a) any Lender; (b) an Affiliate of a
      Lender; (c) any Approved Fund; and (d) any other Person approved by the
      Administrative Agent and the Borrower (such approval not to be
      unreasonably withheld or delayed); provided that (i) the Borrower's
      consent is not required during the existence and continuation of an Event
      of Default, (ii) approval by the Borrower shall be deemed given if no
      objection is received by the assigning Lender and the Administrative Agent
      from the Borrower within two Business Days after notice of such proposed
      assignment has been received by the Borrower; and (iii) neither the
      Borrower nor an Affiliate of the Borrower shall qualify as an Eligible
      Assignee.

            "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

                                       7
<PAGE>

      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.

            "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 Base Rate" means, with respect to a Eurodollar Loan for
      the relevant Interest Period, the applicable British Bankers' Association
      LIBOR rate for deposits in U.S. Dollars as reported by any generally
      recognized financial information service, selected by the Administrative
      Agent, as of 11:00 a.m. (London time) two Business Days prior to the first
      day of such Interest Period, and having a maturity equal to such Interest
      Period, provided that, if no such British Bankers' Association LIBOR rate
      is available to the Administrative Agent, the applicable Eurodollar Base
      Rate for the relevant Interest Period shall instead be the rate determined
      by the Administrative Agent to be the rate at which Bank One 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) two Business Days prior to the first day of such Interest Period, in
      the approximate amount of Bank One's Pro Rata Share of the relevant
      Eurodollar Loan and having a maturity equal to such Interest Period.

            "Eurodollar Loan" means a Loan bearing interest based on a rate
      determined by reference to the Eurodollar Rate.

            "Eurodollar Rate" means, with respect to a Eurodollar Loan for the
      relevant Interest Period, the sum of (i) the quotient of (a) the
      Eurodollar Base Rate applicable to such Interest Period, divided by (b)
      one minus the Reserve Requirement (expressed as a decimal) applicable to
      such Interest Period, plus (ii) the Applicable Percentage.

            "Event of Default" means any of the events or circumstances
      specified in Section 9.1.

            "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.

                                       8
<PAGE>

            "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 2.5(a).

            "Extension of Credit" means, as to any Lender or LC Issuer, 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 LC Issuer or a Modification that constitutes an
      increase of a Facility LC by such LC Issuer.

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

            "Facility Increase" has the meaning set forth in Section 2.1(e)(i).

            "Facility LC" has the meaning set forth in Section 4.1.

            "Facility LC Application" has the meaning set forth in Section 4.3.

            "Facility LC Collateral Account" has the meaning set forth in
      Section 4.11.

            "Facility LC Fee" has the meaning set forth in Section 4.4(a).

            "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.

            "Facility LC Request" has the meaning set forth in Section 4.3.

            "Federal Funds Effective Rate" means, for any day, an interest rate
      per annum equal to the weighted average of the rates on overnight Federal
      funds transactions with members of the Federal Reserve System arranged by
      Federal funds brokers on such day, as published for such day (or, if such
      day is not a Business Day, for the immediately preceding Business Day) by
      the Federal Reserve Bank of New York, or, if such rate is not so published
      for any day which is a Business Day, the average of the quotations at
      approximately 10:00 a.m. (Chicago time) on such day on such transactions
      received by the Administrative Agent from three Federal funds brokers of
      recognized standing selected by the Administrative Agent in its sole
      discretion.

            "Fee Letter" means that certain letter agreement dated as of August
      1, 2004 among the Borrower, the Arranger and the Administrative Agent.

            "Floating Rate" means, for any day, a rate per annum equal to the
      Alternate Base Rate for such day, in each case changing when and as the
      Alternate Base Rate changes.

                                       9
<PAGE>

            "Floating Rate Loan" means any Loan bearing interest at a rate
      determined by reference to the Floating Rate.

            "Fronting Fee" has the meaning set forth in Section 4.4(b).

            "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 1.3.

            "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 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, 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 therefor, (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 the guaranty of a joint
      venture's obligation to make principal payments of its Indebtedness) 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

                                       10
<PAGE>

      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 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, and (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.

            "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 6.19.

                                       11
<PAGE>

            "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 1.2.

            "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 Payment Date" means (a) as to Floating Rate Loans, the
      last day of each calendar month and the Maturity Date and (b) as to
      Eurodollar Loans, the last day of each applicable Interest Period and the
      Maturity Date and in addition, where the applicable Interest Period for a
      Eurodollar Loan is greater than three months, then also the date three
      months from the beginning of the Interest Period and each three months
      thereafter.

            "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 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, including, without limitation, any Guaranty Obligation
      incurred for the benefit of such Person and any support provided for a
      Letter of Credit issued on behalf of such Person.

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

            "LC Issuer" means each of Bank One and such other Lender selected by
      the Borrower with the approval of the Administrative Agent (which approval
      shall not be

                                       12
<PAGE>

      unreasonably withheld), to issue such Facility LC, provided such other
      Lender consents to act in such capacity. The Lenders that have issued the
      Existing Letters of Credit have been selected and approved as LC Issuers.

            "LC Obligations" means, at any time, the sum, without duplication,
      of (i) the aggregate undrawn stated amount under all Facility LCs
      outstanding at such time plus (ii) the aggregate unpaid amount at such
      time of all Reimbursement Obligations.

            "LC Payment Date" has the meaning set forth in Section 4.5.

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

            "Lending Installation" means, with respect to a Lender or the
      Administrative Agent, any office, branch, subsidiary or affiliate of such
      Lender or the Administrative Agent.

            "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.

            "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 Bank One 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,

                                       13
<PAGE>

      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 "Excluded
      Subsidiaries") shall not be considered Material Subsidiaries: (a) Pulte
      Mortgage LLC; (b) First Heights Bank; (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 September 15, 2009, as such date may be
      extended in accordance with the terms of Section 2.5 (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).

            "Modify" and "Modification" are defined in Section 4.1.

            "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.

                                       14
<PAGE>

            "New Lender" means a Lender or an Eligible 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
      2.1(e).

            "Non-Excluded Taxes" has the meaning set forth in Section 3.13(a).

            "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 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.

            "Non-U.S. Lender" has the meaning set forth in Section 3.13(b)(i).

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

            "Notice of Borrowing" means a request by the Borrower for a
      Revolving Loan delivered pursuant to and in accordance with Section
      2.1(b).

            "Notice of Continuation/Conversion" means a request by the Borrower
      to continue an existing Eurodollar Loan for a new Interest Period or to
      convert a Eurodollar Loan to a Floating Rate Loan (other than a Swingline
      Loan) or a Floating Rate Loan (other than a Swingline Loan) to a
      Eurodollar Loan delivered pursuant to and in accordance with Section 2.3.

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

            "Outstanding Credit Extensions" has the meaning set forth in Section
      2.1(a)(i).

            "Participation Interest" means the Extension of Credit by a Lender
      by way of a purchase of a participation in any Loans as provided in
      Section 2.2 or Section 3.8.

            "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.

                                       15
<PAGE>

            "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 $150,000,000 during the term of this Credit
      Agreement, (g) Investments in Mortgage Banking Subsidiaries in an amount
      not to exceed at any one time the sum of (i) $130,000,000 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, or (j) other Investments (including
      Investments in joint ventures) in addition to those set forth above, not
      to exceed, in the aggregate, 10% 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 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 8.1(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
      8.1(h), so long as such mortgage

                                       16
<PAGE>

      Liens are unrecorded and unperfected; and (m) Liens granted to secure any
      Indebtedness permitted by Section 8.1(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.

            "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 per annum equal to the prime rate of
      interest announced by JP Morgan Chase Bank from time to time as its "prime
      rate" (it being acknowledged that such announced prime rate may not
      necessarily be the lowest rate charged by JP Morgan Chase Bank to any of
      its customers), changing when and as said prime rate changes.

            "Pro Rata Share" means, as to any Lender at any time, the ratio of
      (a) such Lender's Revolving Loan Commitment to (b) the Revolving Committed
      Amount, as such percentage may be increased, reduced or modified at any
      time or from time to time pursuant to the terms hereof. The Pro Rata Share
      for each Lender on the Closing Date shall be as set forth on Schedule
      1.1(a).

            "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
      4.4(a).

            "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 2.5(a).

            "Register" has the meaning set forth in Section 11.3(c).

            "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.

                                       17
<PAGE>

            "Reimbursement Obligations" means, at any time, the aggregate of all
      obligations of the Borrower then outstanding under Section 4 to reimburse
      the LC Issuers for amounts paid by the LC Issuers 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.

            "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.

            "Required Lenders" means Lenders whose aggregate Credit Exposure (as
      hereinafter defined) constitutes at least 66-2/3% of the 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 Credit
      Exposure of such Lender at such time. For purposes of the preceding
      sentence, the term "Credit Exposure" as applied to each Lender shall mean
      (a) at any time prior to the termination of the Commitments, the Pro Rata
      Share of such Lender multiplied by the Revolving Committed Amount and (b)
      at any time after the termination of the Commitments, the sum of (i) the
      principal balance of the outstanding Loans of such Lender plus (ii) such
      Lender's Participation Interests in the face amount of the outstanding
      Swingline Loans plus (iii) such Lender's Pro Rata Share of the LC
      Obligations.

            "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.

            "Reserve Requirement" means, with respect to an Interest Period, the
      maximum aggregate reserve requirement (including all basic, supplemental,
      marginal and other reserves) which is imposed under Regulation D on
      Eurocurrency liabilities.

            "Revolving Committed Amount" means the aggregate of the Revolving
      Loan Commitments of all Lenders, as such amount may be increased, reduced
      or modified at any time or from time to time pursuant to the terms hereof.
      The Revolving Committed Amount on the Closing Date shall be One Billion
      Three Hundred Ten Million Dollars ($1,310,000,000).

            "Revolving Loan Commitment" means, as to any Lender, the obligation
      of such Lender to make Revolving Loans hereunder, to participate in the
      Facility LCs issued hereunder and to participate in Swingline Loans made
      by the Swingline Lender (to the extent provided for herein), all for the
      account of the Borrower in an aggregate principal amount at any one time
      outstanding not to exceed the amount set forth opposite such Lender's name
      on

                                       18
<PAGE>

      Schedule 1.1(a) hereto, as such amount may be increased, reduced or
      modified at any time or from time to time pursuant to the terms hereof.

            "Revolving Loans" means the Revolving Loans 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 2.1(f).

            "RL Maturity Date" has the meaning set forth in Section 2.5(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 rating of the
      Borrower's long-term unsecured senior debt by Moody's or S&P. 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.

            "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

                                       19
<PAGE>

      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.

            "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 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 1.1)
      executed and delivered by a REIT or a Material Subsidiary of the Borrower
      after the Closing Date.

            "Swingline Committed Amount" means Fifty Million Dollars
      ($50,000,000).

            "Swingline Lender" means Bank One.

            "Swingline Loan 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 the Swingline
      Committed Amount.

            "Swingline Loan Request" means a request by the Borrower for a
      Swingline Loan pursuant to and in accordance with Section 2.2(b).

            "Swingline Loans" means the loans made by the Swingline Lender
      pursuant to Section 2.2.

            "Swingline Note" means the promissory note of the Borrower in favor
      of the Swingline Lender evidencing the Swingline Loans provided pursuant
      to Section 2.2, as such

                                       20
<PAGE>

      promissory note may be amended, modified, supplemented, extended, renewed
      or replaced from time to time in and as evidenced by the form of Exhibit
      2.2(e).

            "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.

            "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 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.

            "Unused Revolving Committed Amount" 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 Revolving
      Committed Amount exceeds (b) the sum of the aggregate principal amount of
      all Revolving Loans outstanding plus the aggregate amount of all Swingline
      Loans outstanding plus the aggregate amount of all LC Obligations
      outstanding.

            "Upfront Fees" means the fees payable to the Lenders pursuant to
      Section 3.4(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   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 Agreement to "Articles", "Sections", "Schedules"
or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits of or to
this Agreement unless otherwise specifically provided.

      1.3   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

                                       21
<PAGE>

required to 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 7.1 (or, prior to the delivery of the
first financial statements pursuant to Section 7.1, consistent with the
financial statements described in Section 5.1(d)); 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.

      1.4   TIME.

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

                                    SECTION 2

                                CREDIT FACILITIES

      2.1   REVOLVING LOANS.

            (a) Revolving Loan Commitment.

                  (i) Subject to the terms and conditions set forth herein, each
            Lender severally agrees to make revolving loans (each a "Revolving
            Loan" and collectively the "Revolving Loans") to the Borrower, in
            Dollars, at any time and from time to time, during the period from
            and including the Effective Date to but not including the Maturity
            Date (or such earlier date if the Revolving Committed Amount has
            been terminated as provided herein); provided, however, that (A) the
            sum of the aggregate amount of Revolving Loans outstanding plus the
            aggregate amount of Swingline Loans outstanding plus the aggregate
            amount of all LC Obligations outstanding (collectively, the
            "Outstanding Credit Extensions") shall not exceed the Revolving
            Committed Amount and (B) with respect to each individual Lender
            (other than the Swingline Lender), the Lender's Pro Rata Share of
            outstanding Revolving Loans plus such Lender's Pro Rata Share of
            outstanding Swingline Loans plus such Lender's Pro Rata Share of
            outstanding LC Obligations shall not exceed such Lender's
            Commitment. Subject to the terms of this Credit Agreement (including
            Section 3.3), the Borrower may borrow, repay and reborrow Revolving
            Loans.

                  (ii) Subject to the terms and conditions set forth herein,
            each Lender severally agrees to participate in Facility LCs issued
            pursuant to Section 4 for the

                                       22
<PAGE>

            account of the Borrower; provided that in no event may the aggregate
            amount of all outstanding LC Obligations exceed the lesser of (A)
            the Aggregate LC Commitment or (B) an amount equal to the Revolving
            Committed Amount minus the sum of all outstanding Loans.

            (b) Method of Borrowing for Revolving Loans. By no later than 11:00
      a.m. (i) on the date of the requested borrowing of Revolving Loans that
      will be Floating Rate Loans or (ii) three Business Days prior to the date
      of the requested borrowing of Revolving Loans that will be Eurodollar
      Loans, the Borrower shall telephone the Administrative Agent with the
      information described below as well as submit a written Notice of
      Borrowing (which may be submitted via telecopy) to the Administrative
      Agent setting forth (A) the amount requested, (B) whether such Revolving
      Loans shall accrue interest at the Floating Rate or the Eurodollar Rate,
      (C) with respect to Revolving Loans that will be Eurodollar Loans, the
      Interest Period applicable thereto and (D) certification that the Borrower
      has complied in all respects with Section 5.2 and, to the extent that the
      Revolving Loan requested is the initial Extension of Credit, Section 5.1.
      Revolving Loans made on the Effective Date may be Floating Rate Loans or,
      subject to compliance by the Borrower with the terms of this Section
      2.1(b) and delivery by the Borrower to the Administrative Agent of a
      funding indemnity letter in form and substance satisfactory to the
      Administrative Agent, Eurodollar Loans or a combination thereof.

            (c) Funding of Revolving Loans. Upon receipt of a Notice of
      Borrowing, the Administrative Agent shall promptly inform the Lenders as
      to the terms thereof. Each Lender shall make its Pro Rata Share of the
      requested Revolving Loans available to the Administrative Agent by 2:00
      p.m. on the date specified in the Notice of Borrowing by deposit, in
      Dollars, of immediately available funds at its address specified in or
      pursuant to Section 11.1.

            No Lender shall be responsible for the failure or delay by any other
      Lender in its obligation to make Revolving Loans hereunder; provided,
      however, that the failure of any Lender to fulfill its obligations
      hereunder shall not relieve any other Lender of its obligations hereunder.
      Unless the Administrative Agent shall have been notified by any Lender
      prior to the date of any Eurodollar Loan or 30 minutes prior to the time
      of any Floating Rate Loan that such Lender does not intend to make
      available to the Administrative Agent its portion of the Revolving Loans
      to be made on such date, the Administrative Agent may assume that such
      Lender has made such amount available to the Administrative Agent on the
      date of such Revolving Loans, and the Administrative Agent in reliance
      upon such assumption, may (in its sole discretion but without any
      obligation to do so) make available to the Borrower a corresponding
      amount. If such corresponding amount is not in fact made available to the
      Administrative Agent, the Administrative Agent shall be able to recover
      such corresponding amount from such Lender. If such Lender does not pay
      such corresponding amount forthwith upon the Administrative Agent's demand
      therefor, the Administrative Agent will promptly notify the Borrower, and
      the Borrower shall immediately pay such corresponding amount to the
      Administrative Agent. The Administrative Agent shall also be entitled to
      recover from the Lender or the Borrower, as the case may be, interest on
      such corresponding

                                       23
<PAGE>

      amount in respect of each day from the date such corresponding amount was
      made available by the Administrative Agent to the Borrower to the date
      such corresponding amount is recovered by the Administrative Agent at a
      per annum rate equal to (i) from the Borrower at the applicable rate for
      such Revolving Loan pursuant to the Notice of Borrowing and (ii) from a
      Lender at the Federal Funds Effective Rate.

            (d) Reductions of Revolving Committed Amount.

                  (i) Upon at least three Business Days' notice, the Borrower
            shall have the right to permanently reduce, without premium or
            penalty, all or part of the aggregate unused amount of the Revolving
            Committed Amount at any time or from time to time; provided that (A)
            each partial reduction shall be in an aggregate amount at least
            equal to $5,000,000 and in integral multiples of $1,000,000 above
            such amount and (B) no reduction shall be made which would reduce
            the Revolving Committed Amount to an amount less than the
            Outstanding Credit Extensions.

                  (ii) Any reduction in (or termination of) the Revolving
            Committed Amount may not be reinstated without the consent of all
            the Lenders; provided, however, the Borrower shall still be entitled
            to increase the Revolving Committed Amount in accordance with the
            terms of Section 2.1(e). The Administrative Agent shall immediately
            notify the Lenders of any reduction in the Revolving Committed
            Amount.

            (e) Increase of Revolving Committed Amount.

                  (i) 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 Revolving
            Committed Amount ("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
            Revolving Committed Amount 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
            Revolving Loan Commitments or become Lenders with a new Revolving
            Loan Commitment hereunder, subject to and in accordance with the
            provisions of this Section 2.1(e). Any Facility Increase shall be
            subject to the following limitations and conditions: (A) any
            increase (in the aggregate) in the Revolving Committed Amount and
            the amount (in the aggregate) of any new Revolving Loan Commitment
            of any New Lender or the amount (in the aggregate) of any increase
            in the Revolving Loan Commitment of any New Lender, shall (unless
            otherwise agreed by the Borrower and the Administrative Agent) not
            be less than $5,000,000 (and shall be in

                                       24
<PAGE>

            integral multiples of $1,000,000 if in excess thereof); (B) no
            Facility Increase shall increase the Revolving Committed Amount to
            an amount in excess of the Aggregate 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 2.1(e) 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 5.1(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.

                  (ii) Loans by New Lenders. Upon the effective date of any
            increase in the Revolving Committed Amount 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 Floating Rate Loans and
            reborrow a Floating Rate 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 Revolving Committed Amount
            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

                                       25
<PAGE>

            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 a
            Floating Rate Loan by such New Lender hereunder.

                  (iii) New Lenders' Participation in Facility LCs. Upon the
            effective date of any increase in the Revolving Committed Amount in
            accordance with the provisions of Section 2.1(e)(ii), 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 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 Revolving Committed Amount) bears to the Revolving Committed
            Amount as so increased.

                  (iv) 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.

            (f) Revolving Notes. The Revolving Loans made by each Lender shall
      be evidenced by a duly executed promissory note of the Borrower to such
      Lender in an original principal amount equal to such Lender's Revolving
      Loan Commitment and in substantially the form of Exhibit 2.1(f).

                                       26
<PAGE>

      2.2   SWINGLINE LOANS SUBFACILITY.

            (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 period from and including the
      Effective Date to but not including the Maturity Date (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 Committed Amount, and (ii) the
      aggregate amount of Swingline Loans outstanding plus the aggregate amount
      of Revolving Loans outstanding plus the aggregate amount of LC Obligations
      outstanding shall not exceed the Revolving Committed Amount. 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 1:00 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 5.2 and, to the extent that the Swingline Loan
      requested is the initial Extension of Credit, Section 5.1 and (iv) whether
      such Swingline Loan is to be a Floating Rate 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 1:30 p.m. on the date of such request the
      Adjusted LIBOR Market Index Rate. The Borrower shall notify the Swingline
      Lender by 2:00 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 a
      Floating Rate Loan. The Swingline Lender shall initiate the transfer of
      funds representing the Swingline Loan advance to the Borrower by 3:00 p.m.
      on the Business Day of the requested borrowing.

            (c) Repayment and Participations of Swingline Loans. The Borrower
      agrees to repay all Swingline Loans that are Floating Rate 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. 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 5.2.
      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 9.1(f) or (iii)
      the acceleration of any Loan or termination of any Commitment pursuant to
      Section 9.2, each other Lender shall irrevocably and unconditionally
      purchase

                                       27
<PAGE>

      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 5.2 hereof are then
      satisfied (provided the Swingline Lender believed in good faith that the
      conditions precedent set forth in Section 5.2 were satisfied at the time
      of funding of such Swingline Loan), whether or not the Borrower has
      submitted a Notice of Borrowing 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 11.1, 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 therefor, 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 2.2(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
      2.2(c), the outstanding principal amount, including the Swingline Lender's
      Pro Rata Share, of such Swingline Loans shall be deemed to be a Revolving
      Loan accruing interest at the Floating Rate.

            (d) Interest on Swingline Loans. Subject to the provisions of
      Section 3.1, each Swingline Loan shall bear interest at a per annum rate
      equal to the Floating 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 Committed Amount and in
      substantially the form of Exhibit 2.2(e).

      2.3   CONTINUATIONS AND CONVERSIONS.

      The Borrower shall have the option, on any Business Day, to continue
existing Eurodollar Loans for a subsequent Interest Period, to convert Floating
Rate Loans (other than Swingline Loans) into Eurodollar Loans or to convert
Eurodollar Loans into Floating Rate Loans (other than Swingline Loans);
provided, however, that (a) each such continuation or conversion must be
requested by the Borrower pursuant to a written Notice of
Continuation/Conversion in compliance

                                       28
<PAGE>

with the terms set forth below, (b) except as provided in Section 3.11,
Eurodollar Loans may only be continued or converted into Floating Rate Loans on
the last day of the Interest Period applicable thereto, (c) Eurodollar Loans may
not be continued nor may Floating Rate Loans be converted into Eurodollar Loans
during the existence and continuation of a Default or an Event of Default and
(d) any request to continue a Eurodollar Loan that fails to comply with the
terms hereof or any failure to request a continuation of a Eurodollar Loan at
the end of an Interest Period shall constitute a conversion to a Floating Rate
Loan on the last day of the applicable Interest Period. Each continuation or
conversion must be requested by the Borrower no later than 11:00 a.m. (i) on the
date for a requested conversion of a Eurodollar Loan to a Floating Rate Loan or
(ii) three Business Days prior to the date for a requested continuation of a
Eurodollar Loan or conversion of a Floating Rate Loan to a Eurodollar Loan, in
each case pursuant to a written Notice of Continuation/Conversion submitted to
the Administrative Agent which shall set forth (A) whether the Borrower wishes
to continue or convert such Loans and (B) if the request is to continue a
Eurodollar Loan or convert a Floating Rate Loan to a Eurodollar Loan, the
Interest Period applicable thereto.

      2.4   MINIMUM AMOUNTS.

      Each request for a borrowing, conversion or continuation shall be subject
to the requirements that (a) each Eurodollar Loan shall be in a minimum amount
of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof), (b)
each Floating Rate Loan shall be in a minimum amount of the lesser of $1,000,000
(and integral multiples of $100,000 in excess thereof) or the remaining amount
available under the Revolving Committed Amount and (c) each Swingline Loan shall
be in a minimum amount of $100,000 (and in integral multiples of $50,000 in
excess thereof) or the remaining amount of the Swingline Committed Amount. For
the purposes of this Section, all Eurodollar Loans with the same Interest
Periods that begin and end on the same date shall be considered as one
Eurodollar Loan, but Eurodollar Loans with different Interest Periods, even if
they begin on the same date, shall be considered as separate Eurodollar Loans.

      2.5   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 Revolving Loan Commitment is referred to herein as an
      "Extending Lender") agree in writing within such 60-day period to extend
      their Revolving Loan 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

                                       29
<PAGE>

      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 Revolving Loan
      Commitments of the Extending Lenders shall without further 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 Revolving Loan
      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 Revolving Committed Amount
      shall be reduced by an amount equal to the sum of the Revolving Loan
      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 Outstanding
      Credit Extensions, after the payment provided for in clause (iii) above,
      exceed the Revolving Committed Amount (as so reduced) (A) the Borrower
      shall pay on such RL Maturity Date Loans in the amount necessary to cause
      the Outstanding Credit Extensions to equal but not exceed the Revolving
      Committed Amount and (B) if the outstanding LC Obligations exceed the
      Revolving Committed Amount (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 LC
      Obligations exceed the Revolving Committed Amount, which funds shall be
      held in the Facility LC Collateral Account in accordance with and subject
      to the terms of Section 9.3(e). 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
      2.5(a):

                  (i) with respect to any Refusing Lender, the Borrower may
            request, in its own discretion and at its own expense, such Refusing
            Lender to transfer and assign (and such Refusing Lender shall be
            required to transfer and assign upon such request) in whole (but not
            in part), without recourse, representation or warranty (except as
            provided in Section 11.3(b)) and otherwise in accordance with and
            subject to the terms of Section 11.3(b), all of its interests,
            rights and obligations under this Credit Agreement to one or more
            Eligible Assignees (which may be one or more existing Lenders if any
            existing Lender accepts such assignment); provided that (A) such
            assignment or assignments shall not conflict with any law, rule,
            regulation or order of any court or other Governmental Authority,
            (B) the Borrower or such Eligible Assignee or Eligible Assignees
            shall pay to such Refusing Lender in immediately available funds the
            principal of and interest accrued to the date of such payment on the
            portion of the Loans hereunder held by such Refusing Lender and all
            other amounts owed to such Refusing Lender hereunder, as well as any
            processing fee owing to the Administrative

                                       30
<PAGE>

            Agent under Section 11.3(b), (C) the maturity date of the Loans
            transferred to such Eligible Assignee shall be the Maturity Date as
            extended in accordance with Section 2.5(a) above and (D) 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 Revolving Loan Committed
            Amount by an amount equal to the sum of the Revolving Loan
            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 Revolving Loan Commitments of the
            Refusing Lenders (at which time their participations in all Facility
            LCs and LC 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 3.14 as a result of any extension of the Maturity Date
      pursuant to this Section 2.5 and any assignment 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
      Revolving Committed Amount, repayment of Loans or reallocation of the Pro
      Rata Shares, in each case as expressly contemplated by the terms of this
      Section 2.5.

      2.6   TELEPHONIC NOTICES.

      The Borrower hereby authorizes the Lenders and the Administrative Agent to
extend, convert or continue Loans, effect selections of Floating Rate Loans,
Eurodollar Loans and Index Rate Swingline Loans and to transfer funds based on
telephonic notices made by any person or persons the Administrative Agent or any
Lender in good faith believes to be acting on behalf of the Borrower, it being
understood that the foregoing authorization is specifically intended to allow
Notices of Borrowing, Notices of Continuation/Conversion and Swingline Loan
Requests to be given telephonically. The Borrower agrees to deliver promptly to
the Administrative Agent a written confirmation, if such confirmation is
requested by the Administrative Agent or any Lender, of each telephonic notice
signed by an authorized officer of the Borrower. If the written confirmation
differs in any material respect from the action taken by the Administrative
Agent and the Lenders, the records of the Administrative Agent and the Lenders
shall govern absent manifest error.

      2.7   LENDING INSTALLATIONS.

                                       31
<PAGE>

            Each Lender may book its Loans and its participation in any LC
Obligations and each LC Issuer may book the Facility LCs issued by it at any
Lending Installation selected by such Lender or the LC Issuer, as the case may
be, and may change its Lending Installation from time to time. All terms of this
Agreement shall apply to any such Lending Installation and the Loans, Facility
LCs, participations in LC Obligations and any Notes issued hereunder shall be
deemed held by each Lender or LC Issuer, as the case may be, for the benefit of
any such Lending Installation. Each Lender and LC Issuer may, by written notice
to the Administrative Agent and the Borrower in accordance with Section 11.1,
designate replacement or additional Lending Installations through which Loans
will be made by it or Facility LCs will be issued by it and for whose account
Loan payments or payments with respect to Facility LCs are to be made.

                                    SECTION 3

                     GENERAL PROVISIONS APPLICABLE TO LOANS

      3.1   INTEREST.

            (a) Interest. Subject to the provisions of Section 3.1(b):

                  (i) Floating Rate Loans. During such periods as Loans shall be
            comprised in whole or in part of Floating Rate Loans, such Floating
            Rate Loans shall bear interest at a per annum rate equal to the
            Floating Rate.

                  (ii) Eurodollar Loans. During such periods as Loans shall be
            comprised in whole or in part of Eurodollar Loans, such Eurodollar
            Loans shall bear interest at a per annum rate equal to the
            Eurodollar Rate.

                  (iii) Swingline Loans. Swingline Loans shall bear interest in
            accordance with the terms of Section 2.2(d).

            (b) Default Rate of Interest. 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 9.1(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 Revolving Loans that are Floating Rate 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.

            (c) Interest Payments. Interest on Loans shall be due and payable in
      arrears on each Interest Payment Date. If an Interest Payment Date falls
      on a date which is not a Business Day, such Interest Payment Date shall be
      deemed to be the next succeeding

                                       32
<PAGE>

      Business Day, except that in the case of Eurodollar Loans where the next
      succeeding Business Day falls in the next succeeding calendar month, then
      such Interest Payment Date shall be deemed to be the next preceding
      Business Day.

      3.2   PLACE AND MANNER OF PAYMENTS.

      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 11.1.
Payments received after such time shall be deemed to have been received on the
next Business Day. The Borrower shall, at the time it makes any payment under
this Credit Agreement, specify to the Administrative Agent the Loans, fees or
other amounts payable by the Borrower hereunder to which such payment is to be
applied (and in the event that it fails to specify, or if such application would
be inconsistent with the terms hereof, the Administrative Agent shall, subject
to Section 3.7, distribute such payment to the Lenders in such manner as the
Administrative Agent may deem appropriate). 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.

      3.3   PREPAYMENTS.

            (a) Voluntary Prepayments. The Borrower shall have the right to
      prepay Loans in whole or in part from time to time without premium or
      penalty; provided, however, that (i) Eurodollar Loans may only be prepaid
      on three Business Days' prior written notice to the Administrative Agent
      and (ii) each such partial prepayment of Loans shall be in the minimum
      principal amount of (A) $5,000,000 and integral multiples of $1,000,000 in
      excess thereof for Revolving Loans and (B) $100,000 and integral multiples
      of $50,000 in excess thereof for Swingline Loans. All prepayments under
      this Section shall be subject to Section 3.14 and be accompanied by
      interest on the principal amount prepaid through the date of prepayment.

            (b) Mandatory Prepayments. If, at any time, the sum of the aggregate
      amount of Revolving Loans outstanding plus Swingline Loans outstanding
      plus the aggregate amount of all LC Obligations exceeds the Revolving
      Committed Amount, the Borrower shall immediately make a principal payment
      to the Administrative Agent in the manner and in an amount such that the
      sum of the aggregate amount of Revolving Loans outstanding plus Swingline
      Loans outstanding plus the aggregate amount of all LC Obligations
      outstanding is less than or equal to the Revolving Committed Amount (to be
      applied as set forth in Section 3.3(c) below).

                                       33
<PAGE>

            (c) Application of Prepayments. All amounts required to be paid
      pursuant to Section 3.3(b) shall be applied first to Swingline Loans and
      second to Revolving Loans. Within the parameters of the applications set
      forth above, prepayments shall be applied first to Floating Rate Loans and
      then to Eurodollar Loans (or Index Rate Swingline Loans, as applicable) in
      direct order of Interest Period maturities. All prepayments hereunder
      shall be subject to Section 3.14 and shall be accompanied by interest on
      the principal amount prepaid through the date of prepayment.

      3.4   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 Revolving Committed Amount,
      payable in arrears on each Quarterly Payment Date and upon the Maturity
      Date and any earlier date on which the Commitments are terminated
      hereunder, provided, however, that the Swingline Loans shall constitute
      usage only of the Revolving Credit Commitment of the Swingline Lender.

            (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 pursuant to Section 2.5, such extension
      fees as are agreed upon among the Borrower, the Administrative Agent and
      such Extending Lenders.

            (d) Upfront Fees. In consideration of the Revolving Committed Amount
      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 August 3, 2004
      (the "Upfront Fees"). The Upfront Fees shall be due and payable on or
      prior to the Effective Date.

      3.5   PAYMENT IN FULL AT MATURITY.

      On the Maturity Date, the entire outstanding principal balance of all
Revolving Loans and Swingline Loans, together with accrued but unpaid interest
and all other sums owing with respect thereto, shall be due and payable in full,
unless accelerated sooner pursuant to Section 9.2.

                                       34
<PAGE>

      3.6   COMPUTATIONS OF INTEREST AND FEES.

            (a) Except for Floating Rate Loans and Swingline Loans, in which
      case interest shall be computed on the basis of a 365 or 366 day year as
      the case may be, all computations of interest and fees hereunder shall be
      made on the basis of the actual number of days elapsed over a year of 360
      days. Interest shall accrue from and include the date of borrowing (or
      continuation or conversion) but exclude the date of payment.

            (b) It is the intent of the Lenders and the Credit Parties to
      conform to and contract in strict compliance with applicable usury law
      from time to time in effect. All agreements between the Lenders and the
      Borrower are hereby limited by the provisions of this paragraph which
      shall override and control all such agreements, whether now existing or
      hereafter arising and whether written or oral. In no way, nor in any event
      or contingency (including but not limited to prepayment or acceleration of
      the maturity of any obligation), shall the interest taken, reserved,
      contracted for, charged, or received under this Credit Agreement, under
      the Notes or otherwise, exceed the maximum nonusurious amount permissible
      under applicable law. If, from any possible construction of any of the
      Credit Documents or any other document, interest would otherwise be
      payable in excess of the maximum nonusurious amount, any such construction
      shall be subject to the provisions of this paragraph and such documents
      shall be automatically reduced to the maximum nonusurious amount permitted
      under applicable law, without the necessity of execution of any amendment
      or new document. If any Lender shall ever receive anything of value which
      is characterized as interest on the Loans under applicable law and which
      would, apart from this provision, be in excess of the maximum lawful
      amount, an amount equal to the amount which would have been excessive
      interest shall, without penalty, be applied to the reduction of the
      principal amount owing on the Loans and not to the payment of interest, or
      refunded to the Borrower or the other payor thereof if and to the extent
      such amount which would have been excessive exceeds such unpaid principal
      amount of the Loans. The right to demand payment of the Loans or any other
      Indebtedness evidenced by any of the Credit Documents does not include the
      right to accelerate the payment of any interest which has not otherwise
      accrued on the date of such demand, and the Lenders do not intend to
      charge or receive any unearned interest in the event of such demand. All
      interest paid or agreed to be paid to the Lenders with respect to the
      Loans shall, to the extent permitted by applicable law, be amortized,
      prorated, allocated, and spread throughout the full stated term (including
      any renewal or extension) of the Loans so that the amount of interest on
      account of such Indebtedness does not exceed the maximum nonusurious
      amount permitted by applicable law.

      3.7   PRO RATA TREATMENT.

      Except to the extent otherwise provided herein, each Revolving Loan
borrowing, each payment or prepayment of principal of any Revolving Loan, each
payment of fees (other than the Administrative Fees retained by the
Administrative Agent for its own account and fees payable to a LC Issuer), each
reduction of the Revolving Committed Amount, and each conversion or continuation
of any Revolving Loan, shall (except as otherwise provided in Section 3.11) be
allocated pro rata among the relevant Lenders in accordance with the respective
Pro Rata Shares of

                                       35
<PAGE>

such Lenders (or, if the Commitments of such Lenders have expired or been
terminated, in accordance with the respective principal amounts of the
outstanding Loans and Participation Interests of such Lenders); provided that,
if any Lender shall have failed to pay its applicable pro rata share of any
Revolving Loan, then any amount to which such Lender would otherwise be entitled
pursuant to this Section 3.7 shall instead be payable to the Administrative
Agent until the share of such Revolving Loan not funded by such Lender has been
repaid; provided further, that in the event any amount paid to any Lender
pursuant to this Section 3.7 is rescinded or must otherwise be returned by the
Administrative Agent, each Lender shall, upon the request of the Administrative
Agent, repay to the Administrative Agent the amount so paid to such Lender, with
interest for the period commencing on the date such payment is returned by the
Administrative Agent until the date the Administrative Agent receives such
repayment at a rate per annum equal to, during the period to but excluding the
date two Business Days after such request, the Federal Funds Effective Rate, and
thereafter, the Floating Rate plus two percent (2%) per annum.

      3.8   SHARING OF PAYMENTS.

      The Lenders agree among themselves that, except to the extent otherwise
provided herein, in the event that any Lender shall obtain payment in respect of
any Loan or any other obligation owing to such Lender under this Credit
Agreement through the exercise of a right of setoff, banker's lien or
counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy
Code or other security or interest arising from, or in lieu of, such secured
claim, received by such Lender under any applicable bankruptcy, insolvency or
other similar law or otherwise, or by any other means, in excess of its pro rata
share of such payment as provided for in this Credit Agreement, such Lender
shall promptly pay in cash or purchase from the other Lenders a participation in
such Loans and other obligations in such amounts, and make such other
adjustments from time to time, as shall be equitable to the end that all Lenders
share such payment in accordance with their respective ratable shares as
provided for in this Credit Agreement. The Lenders further agree among
themselves that if payment to a Lender obtained by such Lender through the
exercise of a right of setoff, banker's lien, counterclaim or other event as
aforesaid shall be rescinded or must otherwise be restored, each Lender which
shall have shared the benefit of such payment shall, by payment in cash or a
repurchase of a participation theretofore sold, return its share of that benefit
(together with its share of any accrued interest payable with respect thereto)
to each Lender whose payment shall have been rescinded or otherwise restored.
The Borrower agrees that any Lender so purchasing such a participation may, to
the fullest extent permitted by law, exercise all rights of payment, including
setoff, banker's lien or counterclaim, with respect to such participation as
fully as if such Lender were a holder of such Loan or other obligation in the
amount of such participation. Except as otherwise expressly provided in this
Credit Agreement, if any Lender or the Administrative Agent shall fail to remit
to the Administrative Agent or any other Lender an amount payable by such Lender
or such Administrative Agent to such Administrative Agent or such other Lender
pursuant to this Credit Agreement on the date when such amount is due, such
payments shall be made together with interest thereon for each date from the
date such amount is due until the date such amount is paid to such
Administrative Agent or such other Lender at a rate per annum equal to the
Federal Funds Effective Rate. If under any applicable bankruptcy, insolvency or
other similar law, any Lender receives a secured claim in lieu of a setoff to
which this Section 3.8 applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner

                                       36
<PAGE>

consistent with the rights of the Lenders under this Section 3.8 to share in the
benefits of any recovery on such secured claim.

      3.9   CAPITAL ADEQUACY.

      If, after the date hereof, any Lender or LC Issuer has determined that the
adoption or the becoming effective of, or any change in, or any change by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or administration
of, any applicable law, rule or regulation regarding capital adequacy, or
compliance by such Lender or LC Issuer, or the parent corporation of such Lender
or LC Issuer, with any request or directive regarding capital adequacy (whether
or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Lender's or LC Issuer's (or parent corporation's) capital or assets as a
consequence of its commitments or obligations hereunder to a level below that
which such Lender or LC Issuer, or the parent corporation of such Lender or LC
Issuer, could have achieved but for such adoption, effectiveness, change or
compliance (taking into consideration such Lender's or LC Issuer's (or parent
corporation's) policies with respect to capital adequacy), then, upon written
notice from such Lender or LC Issuer to the Borrower, the Borrower shall be
obligated to pay to such Lender or LC Issuer such additional amount or amounts
as will compensate such Lender or LC Issuer on an after-tax basis (after taking
into account applicable deductions and credits in respect of the amount
indemnified) for such reduction. Each such written notice of a determination by
any such Lender or LC Issuer of amounts owing under this Section 3.9 shall set
forth and certify in reasonable detail the basis for such determination and the
calculation of amounts so owing, which certification shall, absent manifest
error, be conclusive and binding on the parties hereto. Notwithstanding anything
to the contrary contained herein, the Borrower shall not be required to make any
payments to any Lender or LC Issuer or the Administrative Agent pursuant to this
Section 3.9 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 therefor
within 90 days after the public announcement of such retroactive application.
This covenant shall survive the termination of this Credit Agreement and the
payment of the Loans and all other amounts payable hereunder.

      3.10  INABILITY TO DETERMINE INTEREST RATE.

      If prior to the first day of any Interest Period, the Administrative Agent
shall have determined in good faith (which determination shall be conclusive and
binding upon the Borrower) that, by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Base Rate for such Interest Period, the Administrative Agent shall
give telecopy or telephonic notice thereof to the Borrower and the Lenders as
soon as practicable thereafter, and will also give prompt written notice to the
Borrower when such conditions no longer exist. If such notice is given (a) any
Eurodollar Loans requested to be made on the first day of such Interest Period
shall be made as Floating Rate Loans and (b) any Loans that were to have been
converted on the first day of such Interest Period to or continued as Eurodollar
Loans shall be converted to or continued as Floating Rate Loans. Until such
notice is withdrawn by

                                       37
<PAGE>

the Administrative Agent, no further Eurodollar Loans shall be made or continued
as such, nor shall the Borrower have the right to convert Floating Rate Loans to
Eurodollar Loans.

      3.11  ILLEGALITY.

      Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
occurring after the Closing Date shall make it unlawful for any Lender to make
or maintain Eurodollar Loans as contemplated by this Credit Agreement, (a) such
Lender shall promptly give written notice of such circumstances to the Borrower
and the Administrative Agent (which notice shall be withdrawn whenever such
circumstances no longer exist), (b) the commitment of such Lender hereunder to
make Eurodollar Loans, continue Eurodollar Loans as such and convert a Floating
Rate Loan to Eurodollar Loans shall forthwith be canceled and, until such time
as it shall no longer be unlawful for such Lender to make or maintain Eurodollar
Loans, such Lender shall then have a commitment only to make a Floating Rate
Loan when a Eurodollar Loan is requested and (c) such Lender's Loans then
outstanding as Eurodollar Loans, if any, shall be converted automatically to
Floating Rate Loans on the respective last days of the then current Interest
Periods with respect to such Loans or within such earlier period as required by
law. If any such conversion of a Eurodollar Loan occurs on a day which is not
the last day of the then current Interest Period with respect thereto, the
Borrower shall pay to such Lender such amounts, if any, as may be required
pursuant to Section 3.14.

      3.12  REQUIREMENTS OF LAW.

      If the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof applicable to any Lender or LC Issuer, or
compliance by any Lender or LC Issuer with any request or directive (whether or
not having the force of law) from any central bank or other Governmental
Authority, in each case made subsequent to the Closing Date (or, if later, the
date on which such Lender becomes a Lender):

            (a) shall subject such Lender or LC Issuer to any tax of any kind
      whatsoever with respect to any Eurodollar Loans made by it or its
      obligation to make Eurodollar Loans or with respect to any Facility LCs or
      its participation therein, or change the basis of taxation of payments to
      such Lender or LC Issuer in respect thereof (except for Non-Excluded Taxes
      covered by Section 3.13 (including Non-Excluded Taxes imposed solely by
      reason of any failure of such Lender to comply with its obligations under
      Section 3.13(b)) and changes in taxes measured by or imposed upon the
      overall net income, or franchise tax (imposed in lieu of such net income
      tax), of such Lender or LC Issuer or its applicable lending office,
      branch, or any affiliate thereof);

            (b) shall impose, modify or hold applicable any reserve, special
      deposit, compulsory loan or similar requirement against assets held by,
      deposits or other liabilities in or for the account of, advances, loans or
      other extensions of credit by, or any other acquisition of funds by, any
      office of such Lender or LC Issuer which is not otherwise included in the
      determination of the Eurodollar Base Rate hereunder; or

                                       38
<PAGE>

            (c) shall impose on such Lender or LC Issuer any other condition
      (excluding any tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender or
LC Issuer, by an amount which such Lender or LC Issuer deems to be material, of
making, converting into, continuing or maintaining Eurodollar Loans or issuing
or participating in any Facility LC or to reduce any amount receivable hereunder
in respect thereof, then, in any such case, upon notice to the Borrower from
such Lender or LC Issuer, through the Administrative Agent, in accordance
herewith, the Borrower shall be obligated to promptly pay such Lender or LC
Issuer , upon its demand, any additional amounts necessary to compensate such
Lender or LC Issuer on an after-tax basis (after taking into account applicable
deductions and credits in respect of the amount indemnified) for such increased
cost or reduced amount receivable, provided that, in any such case, the Borrower
may elect to convert the Eurodollar Loans made by such Lender hereunder to
Floating Rate Loans by giving the Administrative Agent at least one Business
Day's notice of such election, in which case the Borrower shall promptly pay to
such Lender or LC Issuer, upon demand, without duplication, such amounts, if
any, as may be required pursuant to Section 3.14. If any Lender or LC Issuer
becomes entitled to claim any additional amounts pursuant to this Section 3.12,
it shall provide prompt written notice thereof to the Borrower, through the
Administrative Agent, certifying (x) that one of the events described in this
Section 3.12 has occurred and describing in reasonable detail the nature of such
event, (y) as to the increased cost or reduced amount resulting from such event
and (z) as to the additional amount demanded by such Lender or LC Issuer and a
reasonably detailed explanation of the calculation thereof. Such a certificate
as to any additional amounts payable pursuant to this Section 3.12 submitted by
such Lender or LC Issuer, through the Administrative Agent, to the Borrower
shall be conclusive and binding on the parties hereto in the absence of manifest
error. This covenant shall survive the termination of this Credit Agreement and
the payment of the Loans and all other amounts payable hereunder.
Notwithstanding anything to the contrary contained herein, the Borrower shall
not be required to make any payments to any Lender or LC Issuer 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 therefor within 90 days after the public announcement of such
retroactive application.

      3.13  TAXES.

            (a) Withholding. Except as provided below in this Section 3.13, all
      payments made by the Borrower under this Credit Agreement and any Notes
      shall be made free and clear of, and without deduction or withholding for
      or on account of, any present or future income, stamp or other taxes,
      levies, imposts, duties, charges, fees, deductions or withholdings, now or
      hereafter imposed, levied, collected, withheld or assessed by any court,
      or governmental body, agency or other official, excluding taxes measured
      by or imposed upon the net income of any Lender or its applicable lending
      office, or any branch or affiliate thereof, and all franchise taxes,
      branch taxes, taxes on doing business or taxes on the capital or net worth
      of any Lender or its applicable lending office, or any branch or affiliate
      thereof, in each case imposed in lieu of net income taxes: (i) by the
      jurisdiction under the laws of which such Lender, applicable lending
      office, branch or

                                       39
<PAGE>

      affiliate is organized or is located, or in which its principal executive
      office is located, or any nation within which such jurisdiction is located
      or any political subdivision thereof; or (ii) by reason of any connection
      between the jurisdiction imposing such tax and such Lender, applicable
      lending office, branch or affiliate other than a connection arising solely
      from such Lender having executed, delivered or performed its obligations,
      or received payment under or enforced, this Credit Agreement or any Notes.
      If any such non-excluded taxes, levies, imposts, duties, charges, fees,
      deductions or withholdings ("Non-Excluded Taxes") are required to be
      withheld from any amounts payable to the Administrative Agent or any
      Lender hereunder or under any Notes, (A) the amounts so payable to the
      Administrative Agent or such Lender shall be increased to the extent
      necessary to yield to the Administrative Agent or such Lender (after
      payment of all Non-Excluded Taxes) interest or any such other amounts
      payable hereunder at the rates or in the amounts specified in this Credit
      Agreement and any Notes, provided, however, that the Borrower shall be
      entitled to deduct and withhold any Non-Excluded Taxes and shall not be
      required to increase any such amounts payable to any Lender if such Lender
      fails to comply with the requirements of paragraph (b) of this Section
      3.13 whenever any Non-Excluded Taxes are payable by the Borrower, (B) as
      promptly as possible after requested the Borrower shall send to such
      Administrative Agent for its own account or for the account of such
      Lender, as the case may be, a certified copy of an original official
      receipt received by the Borrower showing payment thereof and (C) with
      respect to any withholding of United States federal income tax, the
      Borrower shall apply to the payments the required withholding tax rates
      provided by the applicable United States withholding tax rules, including
      but not limited to Internal Revenue Code Section 1441, 1442, 3406 and
      6049. If the Borrower fails to pay any Non-Excluded Taxes when due to the
      appropriate taxing authority or fails to remit to the Administrative Agent
      the required receipts or other required documentary evidence, the Borrower
      shall indemnify the Administrative Agent and any Lender for any
      incremental Non-Excluded Taxes, interest or penalties that may become
      payable by the Administrative Agent or any Lender as a result of any such
      failure. The agreements in this subsection shall survive the termination
      of this Credit Agreement and the payment of the Loans and all other
      amounts payable hereunder.

            (b) U.S. and Non-U.S. Lenders

                  (i) Each Lender, including each Lender that is not
            incorporated under the laws of the United States of America or a
            state thereof (each a "Non-U.S. Lender"), agrees that it will, not
            more than ten (10) Business Days after the date of this Agreement,
            (i) deliver to the Administrative Agent two duly completed copies of
            the applicable United States Internal Revenue Service Form W-8 or
            W-9, including but not limited to United States Internal Revenue
            Service Form W-8BEN or W-8ECI or (ii) in the case of a Non-U.S.
            Lender claiming exemption from the withholding of United States
            federal income tax under Section 871(h) or 881(c) of the Code with
            respect to payments of "portfolio interest," deliver two duly
            completed copies of the applicable United States Internal Revenue
            Service Form W-8, including but not limited to a United States
            Internal Revenue Service Form W-8BEN and a certificate representing
            that such Lender is not (A) a "bank"

                                       40
<PAGE>

            for purposes of Section 881(c) of the Code, (B) a ten-percent
            shareholder of the Borrower (within the meaning of Section
            871(h)(3)(B) of the Code) or (C) a controlled foreign corporation
            related to the Borrower (within the meaning of Section 864(d)(4) of
            the Code), certifying in either case that such Lender is entitled to
            receive payments under this Agreement without deduction or
            withholding of any United States federal income taxes. Each Lender
            further undertakes to deliver to each of the Borrower and the
            Administrative Agent (x) renewals or additional copies of such form
            (or any successor form) on or before the date that such form expires
            or becomes obsolete, and (y) after the occurrence of any event
            requiring a change in the most recent forms so delivered by it, such
            additional forms or amendments thereto as may be reasonably
            requested by the Borrower or the Administrative Agent. All forms or
            amendments described in the preceding sentence shall certify that
            such Lender is entitled to receive payments under this Agreement
            without deduction or withholding of any United States federal income
            taxes, unless an event (including without limitation any change in
            treaty, law or regulation) has occurred prior to the date on which
            any such delivery would otherwise be required which renders all such
            forms inapplicable or which would prevent such Lender from duly
            completing and delivering any such form or amendment with respect to
            it and such Lender advises the Borrower and the Administrative Agent
            that it is not capable of receiving payments without any deduction
            or withholding of United States federal income tax.

                  (ii) For any period during which a Lender has failed to
            provide the Borrower with an appropriate form pursuant to clause (i)
            above (unless such failure is due to a change in treaty, law or
            regulation, or any change in the interpretation or administration
            thereof by any governmental authority, occurring subsequent to the
            date on which a form originally was required to be provided), such
            Lender shall not be entitled to indemnification under this Section
            3.13 with respect to Taxes imposed by the United States; provided
            that, should a Lender which is otherwise exempt from or subject to a
            reduced rate of withholding tax become subject to Taxes because of
            its failure to deliver a form required under clause (i) above, the
            Borrower shall take such steps as such Lender shall reasonably
            request to assist such Lender to recover such Taxes.

                  (iii) Any Lender that is entitled to an exemption from or
            reduction of withholding tax with respect to payments under this
            Agreement or any Note pursuant to the law of any relevant
            jurisdiction or any treaty shall deliver to the Borrower (with a
            copy to the Administrative Agent), at the time or times prescribed
            by applicable law, such properly completed and executed
            documentation prescribed by applicable law as will permit such
            payments to be made without withholding or at a reduced rate.

                  (iv) If the U.S. Internal Revenue Service or any other
            governmental authority of the United States or any other country or
            any political subdivision thereof asserts a claim that the
            Administrative Agent or the Borrower, as applicable, did not
            properly withhold tax from amounts paid to or for the account

                                       41
<PAGE>

            of any Lender (because the appropriate form was not delivered or
            properly completed, because such Lender failed to notify the
            Administrative Agent or the Borrower, as applicable, of a change in
            circumstances which rendered its exemption from withholding
            ineffective, or for any other reason), such Lender shall indemnify
            the Administrative Agent or the Borrower, as applicable, fully for
            all amounts paid, directly or indirectly, by the Administrative
            Agent or the Borrower, as applicable, as tax, withholding therefor,
            or otherwise, including penalties and interest, and including taxes
            imposed by any jurisdiction on amounts payable to the Administrative
            Agent or the Borrower, as applicable, under this subsection,
            together with all costs and expenses related thereto (including
            attorneys fees and time charges of attorneys for the Administrative
            Agent or the Borrower, as applicable, which attorneys may be
            employees of the Administrative Agent or the Borrower, as
            applicable). The obligations of the Lenders under this clause (iv)
            shall survive the payment of the Obligations and termination of this
            Agreement.

                  (v) Notwithstanding the above, if any change in treaty, law or
            regulation has occurred after the date such Person becomes a Lender
            hereunder which renders all such forms (or successor forms)
            inapplicable or which would prevent such Lender from duly completing
            and delivering any such form with respect to it and such Lender so
            advises the Borrower and the Administrative Agent, then such Lender
            shall be exempt from such requirements. Each Person that shall
            become a Lender or a participant of a Lender pursuant to Section
            11.3 shall, upon the effectiveness of the related transfer, be
            required to provide all of the forms, certifications and statements
            required pursuant to this subsection (b); provided that in the case
            of a participant of a Lender, the obligations of such participant of
            a Lender pursuant to this subsection (b) shall be determined as if
            the participant of a Lender were a Lender except that such
            participant of a Lender shall furnish all such required forms,
            certifications and statements to the Lender from which the related
            participation shall have been purchased.

      3.14  COMPENSATION.

      The Borrower promises to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur as a
consequence of (a) default by the Borrower in making a borrowing of, conversion
into or continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Credit Agreement,
(b) default by the Borrower in making any prepayment of a Eurodollar Loan after
the Borrower has given a notice thereof in accordance with the provisions of
this Credit Agreement and (c) the making of a prepayment of Eurodollar Loans on
a day which is not the last day of an Interest Period with respect thereto. Such
indemnification may include an amount equal to (i) the amount of interest which
would have accrued on the amount so prepaid, or not so borrowed, converted or
continued, for the period from the date of such prepayment or of such failure to
borrow, convert or continue to the last day of the applicable Interest Period
(or, in the case of a failure to borrow, convert or continue, the Interest
Period that would have commenced on the date of such failure) in each case at
the applicable rate of interest for such Eurodollar Loans provided for herein
(excluding,

                                       42
<PAGE>

however, the Applicable Percentage included therein, if any) minus (ii) the
amount of interest (as reasonably determined by such Lender) which would have
accrued to such Lender on such amount by placing such amount on deposit for a
comparable period with leading banks in the interbank Eurodollar market. The
agreements in this Section shall survive the termination of this Credit
Agreement and the payment of the Loans and all other amounts payable hereunder.

      3.15  SUBSTITUTION OF LENDER.

      If (a) the obligation of any Lender to make Eurodollar Loans has been
suspended pursuant to Section 3.11 or (b) any Lender has demanded compensation
under Section 3.9, 3.11, 3.12, 3.13 or 3.14, the Borrower shall have the right,
with the assistance of the Administrative Agent, to seek a mutually satisfactory
substitute lender or lenders. Any substitution under this Section 3.15 may be
accomplished, at the Borrower's option, either (i) by the replaced Lender
assigning its rights and obligations hereunder to a replacement lender or
lenders pursuant to Section 11.3(b) at a mutually agreeable price or (ii) by the
Borrower's prepaying all outstanding Loans from the replaced Lender and
terminating such Lender's Commitment on a date specified in a notice delivered
to the Administrative Agent and the replaced Lender at least three Business Days
before the date so specified (and compensating such Lender for any resulting
funding losses as provided in Section 3.14 but otherwise without premium or
penalty) and concurrently a replacement Lender or Lenders assuming a Commitment
in an amount equal to the Commitment being terminated and making Loans in the
same aggregate amount and having the same maturity date or dates, respectively,
as the Loans being prepaid, all pursuant to documents reasonably satisfactory to
the Administrative Agent (and in the case of any document to be signed by the
replaced Lender, reasonably satisfactory to such Lender). No such substitution
shall relieve the Borrower of its obligations to compensate and/or indemnify the
replaced Lender as required by Section 3.9, 3.11, 3.12, 3.13 or 3.14 with
respect to the period before it is replaced and to pay all accrued interest,
accrued fees and other amounts owing to the replaced Lender hereunder.

      3.16  EVIDENCE OF DEBT.

            (a) Each Lender shall maintain an account or accounts evidencing
      each Loan made by such Lender to the Borrower from time to time, including
      the amounts of principal and interest payable and paid to such Lender from
      time to time under this Credit Agreement. Each Lender will make reasonable
      efforts to maintain the accuracy of its account or accounts and to
      promptly update its account or accounts from time to time, as necessary.

            (b) The Administrative Agent shall maintain the Register pursuant to
      Section 11.3(c), and a subaccount for each Lender, in which Register and
      subaccounts (taken together) shall be recorded (i) the amount, type and
      Interest Period of each such Loan hereunder, (ii) the amount of any
      principal or interest due and payable or to become due and payable to each
      Lender hereunder, and (iii) the amount of any sum received by the
      Administrative Agent hereunder from or for the account of the Borrower and
      each Lender's share thereof, if any. The Administrative Agent will make
      reasonable efforts to maintain the accuracy of the subaccounts referred to
      in the preceding sentence and to promptly update such subaccounts from
      time to time, as necessary.

                                       43
<PAGE>

            (c) The entries made in the accounts, Register and subaccounts
      maintained pursuant to subsection (b) of this Section 3.16 (and, if
      consistent with the entries of the Administrative Agent, subsection (a))
      shall be prima facie evidence of the existence and amounts of the
      obligations of the Borrower therein recorded; provided, however, that the
      failure of any Lender or the Administrative Agent to maintain such
      account, such Register, or such subaccount, as applicable, or any error
      therein, shall not in any manner affect the obligation of the Borrower to
      repay the Loans made by such Lender in accordance with the terms hereof.

                                    SECTION 4

                                  FACILITY LCs

      4.1   ISSUANCE.

      Each LC Issuer hereby agrees, on the terms and conditions set forth in
this Agreement, to issue standby Letters of Credit (each such Letter of Credit
and each Existing Letter of Credit, a "Facility LC") and to renew, extend,
increase, decrease or otherwise modify each Facility LC ("Modify," and each such
action a "Modification"), from time to time from and including the date of this
Agreement and not later than five (5) Business Days prior to the Maturity Date
upon the request of the Borrower; provided that immediately after each such
Facility LC is issued or Modified, (i) the aggregate amount of the outstanding
LC Obligations shall not exceed the Aggregate LC Commitment and (ii) the sum of
the aggregate amount of Revolving Loans outstanding plus the aggregate amount of
Swingline Loans outstanding plus the aggregate amount of all LC Obligations
outstanding shall not exceed the Revolving Committed Amount. No Facility LC
shall have an expiry date later than the fifth (5th) Business Day prior to the
Maturity Date.

      4.2   PARTICIPATIONS.

      Upon the Effective Date (in the case of the Existing Letters of Credit)
and upon issuance or Modification by an LC Issuer of a Facility LC in accordance
with this Section 4, such LC Issuer shall be deemed, without further action by
any party hereto, to have unconditionally and irrevocably sold to each Lender,
and each Lender shall be deemed, without further action by any party hereto, to
have unconditionally and irrevocably purchased from such LC Issuer, a
participation in such Facility LC (and each Modification thereof) and the
related LC Obligations in proportion to its Pro Rata Share.

      4.3   NOTICE.

      Subject to Section 4.1, the Borrower shall give the LC Issuer notice prior
to 10:00 a.m. (Chicago time) at least one (1) Business Day prior to the proposed
date of issuance or Modification of each Facility LC, specifying the
beneficiary, the proposed date of issuance (or Modification) and the expiry date
of such Facility LC, and describing the proposed terms of such Facility LC and
the nature of the transactions proposed to be supported thereby (the "Facility
LC

                                       44
<PAGE>

Request"). Upon receipt of such Facility LC Request, the LC Issuer shall
promptly (and in any event prior to the issuance (or Modification) of such
Facility LC) notify the Administrative Agent, and the Administrative Agent shall
promptly notify each Lender, of the contents thereof and of the amount of such
Lender's participation in such proposed Facility LC, which notices to and by the
Administrative Agent may be given by fax or e-mail. The issuance or Modification
by an LC Issuer of any Facility LC shall, in addition to the conditions
precedent set forth in Section 5 (the satisfaction of which the LC Issuer shall
have no duty to ascertain), be subject to the conditions precedent that (a) the
LC Issuer 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 in Sections
2.1(a)(i) and 4.1, (b) such Facility LC shall be satisfactory to such LC Issuer,
(c) the Borrower shall have executed and delivered such application agreement
and/or such other instruments and agreements relating to such Facility LC as
such LC Issuer shall have reasonably requested (each, a "Facility LC
Application") and (d) the LC Issuer shall not have received a written notice
from the Administrative Agent that any of the conditions precedent set forth in
Section 5.2 has not been satisfied. In the event of any conflict between the
terms of this Agreement and the terms of any Facility LC Application, the terms
of this Agreement shall control.

      4.4   FEES; REPORTING.

            (a) Facility LC Fee. The Borrower shall pay to the Administrative
      Agent, solely for the account 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 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 LC Issuers) in
      accordance with their Pro Rata Shares thereof. The Facility LC Fees, once
      paid, shall not be refundable for any reason.

            (b) Fronting Fee. The Borrower shall also pay to the Administrative
      Agent, solely for the account of each LC Issuer, as a Fronting Fee
      ("Fronting Fee"), with respect to each Facility LC issued by such LC
      Issuer 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 LC Issuer. The
      Fronting Fees, once paid,

                                       45
<PAGE>

      shall not be refundable for any reason. The Borrower shall also pay to the
      LC Issuer 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 LC Issuer's standard schedule for such charges
      as in effect from time to time.

            (c) LC Issuer Reports; Quarterly Statements. Each LC Issuer shall,
      no later than the third (3rd) Business Day following the last day of each
      month, provide to the Administrative Agent a schedule of the 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 such month (and
      whether such Facility LC is a performance Letter of Credit or financial
      Letter of Credit) and the aggregate amount (if any) payable by the
      Borrower to such LC Issuer during the month pursuant to Sections 3.9 and
      3.12 . Copies of such reports shall be provided promptly to each Lender
      and the Borrower by the Administrative Agent. The reporting requirements
      hereunder are in addition to those set forth in Section 4.3. The
      Administrative Agent shall, with reasonable promptness following receipt
      from all LC Issuers of the reports provided for in this Section 4.4(c) 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.

      4.5   ADMINISTRATION; REIMBURSEMENT BY LENDERS.

      Upon receipt by an LC Issuer from the beneficiary of any Facility LC of
any demand for payment under a Facility LC issued by such LC Issuer, such LC
Issuer shall notify the Administrative Agent and the Administrative Agent shall
promptly notify the Borrower and each other Lender as to the amount to be paid
by the LC Issuer as a result of such demand and the proposed payment date (the
"LC Payment Date"). The responsibility of the LC Issuer to the Borrower and each
Lender shall be only to determine that the documents (including each demand for
payment) delivered under each Facility LC in connection with such presentment
shall be in conformity in all material respects with such Facility LC. An LC
Issuer shall endeavor to exercise the same care in the issuance and
administration of the Facility LCs as it does with respect to Letters of Credit
in which no participations are granted, it being understood that in the absence
of any gross negligence or willful misconduct by an LC Issuer, each Lender shall
be unconditionally and irrevocably liable without regard to the occurrence of
any Default or any condition precedent whatsoever, to reimburse such LC Issuer
on demand for (i) such Lender's Pro Rata Share of the amount of each payment
made by such LC Issuer under each Facility LC to the extent such amount is not
reimbursed by the Borrower pursuant to Section 4.6 below, plus (ii) interest on
the foregoing amount to be reimbursed by such Lender, for each day from the date
of such LC Issuer's demand for such reimbursement (or, if such demand is made
after 11:00 a.m. on such date, from the next succeeding Business Day) to the
date on which such Lender pays the amount to be reimbursed by it, at a rate of
interest per annum equal to the Federal Funds Effective Rate for the first three
days and, thereafter, at a rate of interest equal to the rate applicable to
Floating Rate Advances.

      4.6   REIMBURSEMENT BY BORROWER.

                                       46
<PAGE>

      The Borrower shall be irrevocably and unconditionally obligated to
reimburse the LC Issuer on or before the applicable LC Payment Date for any
Reimbursement Obligations in respect of any Facility LC upon any drawing under
such Facility LC, without presentment, demand, protest or other formalities of
any kind; provided that neither the Borrower nor any Lender shall hereby be
precluded from asserting any claim for direct (but not consequential) damages
suffered by the Borrower or such Lender to the extent, but only to the extent,
caused by (i) the willful misconduct or gross negligence of the LC Issuer in
determining whether a request presented under any Facility LC issued by it
complied with the terms of such Facility LC or (ii) the LC Issuer's failure to
pay under any Facility LC issued by it after the presentation to it of a request
strictly complying with the terms and conditions of such Facility LC. Each LC
Issuer shall use commercially reasonable efforts to notify the Borrower and the
Administrative Agent of its receipt of any draft received with respect to any
Facility LC issued by such LC Issuer, but the failure to give (or any delay in
giving) such notice shall not affect the obligations of the Borrower hereunder.
All Reimbursement Obligations remaining unpaid by the Borrower after notice
thereof has been given to the Borrower shall bear interest, payable on demand,
for each day until paid at a rate per annum equal to (x) the rate applicable to
Floating Rate Advances for such day if such day falls on or before the
applicable LC Payment Date and (y) a per annum rate equal to two percent (2%)
plus the Floating Rate for such day if such day falls after such LC Payment
Date. Each LC Issuer will pay to the Administrative Agent, for payment to each
Lender ratably in accordance with its Pro Rata Share, all amounts received by it
from the Borrower for application in payment, in whole or in part, of the
Reimbursement Obligation in respect of any Facility LC issued by such LC Issuer,
but only to the extent such Lender has made payment to the Administrative Agent
for payment to the LC Issuer in respect of such Facility LC pursuant to Section
4.5. Subject to the terms and conditions of this Agreement (including without
limitation the submission of a Borrowing Notice in compliance with Section
2.1(b) and the satisfaction of the applicable conditions precedent set forth in
Section 5), the Borrower may request a Loan hereunder for the purpose of
satisfying any Reimbursement Obligation.

      4.7   OBLIGATIONS ABSOLUTE.

      The Borrower's obligations under this Section 4 shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which the Borrower may have or have had
against any LC Issuer, any Lender or any beneficiary of a Facility LC. The
Borrower further agrees with each LC Issuer and the Lenders that the LC Issuer
and the Lenders shall not be responsible for, and the Borrower's Reimbursement
Obligation in respect of any Facility LC shall not be affected by, among other
things, the validity or genuineness of documents or of any endorsements thereon,
even if such documents should in fact prove to be in any or all respects
invalid, fraudulent or forged, or any dispute between or among the Borrower, any
of its Affiliates, the beneficiary of any Facility LC or any financing
institution or other party to whom any Facility LC may be transferred or any
claims or defenses whatsoever of the Borrower or of any of its Affiliates
against the beneficiary of any Facility LC or any such transferee. The LC Issuer
shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Facility LC. The Borrower agrees that any
action taken or omitted by any LC Issuer or Lender under or in connection with
each Facility LC and

                                       47
<PAGE>

the related drafts and documents, if done without gross negligence or willful
misconduct, shall be binding upon the Borrower and shall not put any LC Issuer
or Lender under any liability to the Borrower. Nothing in this Section 4.7 is
intended to limit the right of the Borrower to make a claim against an LC Issuer
for damages as contemplated by the proviso to the first sentence of Section 4.6.

      4.8   ACTIONS OF LC ISSUER.

      Each LC Issuer shall be entitled to rely, and shall be fully protected in
relying, upon any Facility LC, draft, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel, independent accountants and
other experts selected by such LC Issuer. Each LC Issuer shall be fully
justified in failing or refusing to take any action under this Agreement unless
it shall first have received such advice or concurrence of the Required Lenders
as it reasonably deems appropriate or it shall first be indemnified to its
reasonable satisfaction by the Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action. Notwithstanding any other provision of this Section 4, each LC Issuer
shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement in accordance with a request of the Required Lenders, and
such request and any action taken or failure to act pursuant thereto shall be
binding upon the Lenders and any future holders of a participation in any
Facility LC.

      4.9   INDEMNIFICATION.

      The Borrower hereby agrees to indemnify and hold harmless each Lender and
LC Issuer and the Administrative Agent, and their respective directors,
officers, agents and employees from and against any and all claims and damages,
losses, liabilities, costs or expenses which such Lender, LC Issuer or the
Administrative Agent may incur (or which may be claimed against such Lender, LC
Issuer or the Administrative Agent by any Person whatsoever) by reason of or in
connection with the issuance, execution and delivery or transfer of or payment
or failure to pay under any Facility LC or any actual or proposed use of any
Facility LC, including, without limitation, any claims, damages, losses,
liabilities, costs or expenses which an LC Issuer may incur by reason of or on
account of such LC Issuer issuing any Facility LC which specifies that the term
"Beneficiary" included therein includes any successor by operation of law of the
named Beneficiary, but which Facility LC does not require that any drawing by
any such successor Beneficiary be accompanied by a copy of a legal document,
satisfactory to such LC Issuer, evidencing the appointment of such successor
Beneficiary; provided that the Borrower shall not be required to indemnify any
Lender, LC Issuer or the Administrative Agent for any claims, damages, losses,
liabilities, costs or expenses to the extent, but only to the extent, caused by
(x) the willful misconduct or gross negligence of an LC Issuer in determining
whether a request presented under any Facility LC complied with the terms of
such Facility LC or (y) an LC Issuer's failure to pay under any Facility LC
after the presentation to it of a request strictly complying with the terms and
conditions of such Facility LC. Nothing in this Section 4.9 is intended to limit
the obligations of the Borrower under any other provision of this Agreement.

                                       48
<PAGE>

      4.10  LENDERS' INDEMNIFICATION.

      Each Lender shall, ratably in accordance with its Pro Rata Share,
indemnify each LC Issuer, its affiliates and their respective directors,
officers, agents and employees (to the extent not reimbursed by the Borrower)
against any cost, expense (including reasonable counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
indemnitees' gross negligence or willful misconduct or such LC Issuer's failure
to pay under any Facility LC after the presentation to it of a request strictly
complying with the terms and conditions of the Facility LC) that such
indemnitees may suffer or incur in connection with this Section 4 or any action
taken or omitted by such indemnitees hereunder.

      4.11  FACILITY LC COLLATERAL ACCOUNT.

      The Borrower agrees that it will, upon the request of the Administrative
Agent or the Required Lenders and until the final expiration date of any
Facility LC and thereafter as long as any amount is payable to any LC Issuer or
Lender in respect of any Facility LC, maintain a special collateral account
pursuant to arrangements reasonably satisfactory to the Administrative Agent
(the "Facility LC Collateral Account") at the Administrative Agent's office at
the address specified in or pursuant to Section 11.1, in the name of the
Borrower but under the sole dominion and control of the Administrative Agent,
for the benefit of the Lenders and in which Borrower shall have no interest
other than as set forth in Section 9.3. The Borrower hereby pledges, assigns and
grants to the Administrative Agent, on behalf of and for the ratable benefit of
the Lenders and LC Issuers, a security interest in all of the Borrower's right,
title and interest in and to all funds which may from time to time be on deposit
in the Facility LC Collateral Account to secure the prompt and complete payment
and performance of the Credit Party Obligations. The Administrative Agent will
invest any funds on deposit from time to time in the Facility LC Collateral
Account in certificates of deposit of the Administrative Agent having a maturity
not exceeding 30 days. Nothing in this Section 4.11 shall obligate the
Administrative Agent to require the Borrower to deposit any funds in the
Facility LC Collateral Account or limit the right of the Administrative Agent to
release any funds held in the Facility LC Collateral Account or obligate the
Borrower to deposit any funds in the Facility LC Collateral Account, in each
case other than as required by Section 2.5(a)(v)(B), 9.2, 9.3 or 9.4 (as
applicable).

      4.12  RIGHTS AS A LENDER.

      In its capacity as a Lender, each LC Issuer shall have the same rights and
obligations as any other Lender.

                                    SECTION 5

                              CONDITIONS PRECEDENT

      5.1   CLOSING CONDITIONS.

                                       49
<PAGE>

      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. Subject to the provisions of
                  the last paragraph of this Section 5.1(b), certified copies of
                  the partnership agreement of such Partnership, together with
                  all amendments thereto.

                        (C) Certificates of Good Standing or Existence.
                  Certificate of good standing or existence for such
                  Partnership, issued as of a recent date by its state of
                  organization and 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. Subject to the provisions of the
                  last paragraph of this Section 5.1(b), copies of the articles
                  or certificates of

                                       50
<PAGE>

                  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. Subject to the provisions of the last
                  paragraph of this Section 5.1(b), 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. 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.

                        (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. Subject to the provisions
                  of the last paragraph of this Section 5.1(b), 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

                                       51
<PAGE>

                  of such LLC or Managing Person, as applicable, to be true and
                  correct as of the Closing Date.

                        (B) LLC Agreement. Subject to the provisions of the last
                  paragraph of this Section 5.1(b), 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. 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.

            Notwithstanding the foregoing, the parties hereto acknowledge and
      agree that the Administrative Agent, at its election, may waive, with
      respect to the Credit Parties and Managing Persons (other than the
      Borrower) the requirement for delivery of the documents identified in
      subsections (i)(B), (ii)(A) and (B) and (iii)(A) and (B) of this Section
      5.1(b) above, provided and to the extent that the Borrower delivers or
      causes the applicable Credit Parties and Managing Persons to deliver to
      the Administrative Agent a certificate that such documents, as most
      recently delivered to the Administrative Agent pursuant to the Original
      Credit Agreement, have not been modified or amended and remain in full
      force and effect.

            (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.

            (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.

                                       52
<PAGE>

            (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 6.11) 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 7.2 (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, 2003.

            (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 3.4 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
      litigation, tax, accounting, labor, insurance, pension liabilities

                                       53
<PAGE>

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

      5.2   CONDITIONS TO ALL EXTENSIONS OF CREDIT.

      In addition to the conditions precedent stated elsewhere herein, no Lender
or LC Issuer 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 Loan, a Notice of Borrowing, duly executed and completed, by
      the time specified in Section 2.1, (ii) in the case of any new Swingline
      Loan, a Swingline Loan Request, duly executed and completed, by the time
      specified in Section 2.2 and (iii) in the case of the issuance or
      Modification of a Facility LC, the documentation required under Section 4.

            (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 sum of the Revolving Loans
      outstanding plus Swingline Loans outstanding plus the aggregate amount of
      all LC Obligations outstanding shall not exceed the Revolving Committed
      Amount.

The delivery of each Notice of Borrowing and each Swingline Loan Request and
each Facility LC Request shall constitute a representation and warranty by the
Borrower of the correctness of the matters specified in subsections (b), (c) and
(d) above.

                                    SECTION 6

                         REPRESENTATIONS AND WARRANTIES

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

      6.1   FINANCIAL CONDITION.

            (a) The financial statements delivered to the Lenders prior to the
      Effective Date and pursuant to Section 7.1(a) and (b): (i) have been
      prepared in accordance with GAAP and (ii) present fairly the consolidated
      and consolidating (as applicable) financial

                                       54
<PAGE>

      condition, results of operations and cash flows of the Borrower and its
      Subsidiaries as of such date and for such periods.

            (b) Since December 31, 2003, 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 7.1 or in the
      notes thereto or (ii) otherwise permitted by the terms of this Credit
      Agreement and communicated to the Administrative Agent.

      6.2   NO MATERIAL CHANGE.

      Since December 31, 2003, 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.

      6.3   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.

      6.4   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.

      6.5   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

                                       55
<PAGE>

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.

      6.6   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.

      6.7   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.

      6.8   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.

      6.9   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.

      6.10  INDEBTEDNESS.

      The Credit Parties have no Indebtedness except (a) as disclosed in the
financial statements referenced in Section 6.1, (b) as set forth on Schedule
6.10, and (c) as otherwise permitted by this Credit Agreement.

      6.11  LITIGATION.

      Except as set forth on Schedule 6.11, 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.

                                       56
<PAGE>

      6.12  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.

      6.13  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.

      6.14  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

                                       57
<PAGE>

      any notification pursuant to ERISA that any Multiemployer Plan is in
      reorganization (within the meaning of 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.

      6.15  SUBSIDIARIES.

      Set forth on Schedule 6.15 is a complete and accurate list of all
Subsidiaries of each Credit Party and whether each such Person is a Material
Subsidiary. Schedule 6.15 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.

      6.16  USE OF PROCEEDS.

      The proceeds of the Loans hereunder will be used solely for the purposes
specified in Section 7.10. 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.

      6.17  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

                                       58
<PAGE>

      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 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.

      6.18  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

                                       59
<PAGE>

      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 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.

      6.19  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.

      6.20  SOLVENCY.

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

      6.21  INVESTMENTS.

                                       60
<PAGE>

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

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

      6.23  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.

      6.24  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.

      6.25  LABOR CONTRACTS AND DISPUTES.

      Except as disclosed on Schedule 6.25, (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.

      6.26  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.

                                       61
<PAGE>

                                   SECTION 7

                              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 hereunder shall have
terminated:

      7.1   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 7.1(a) and 7.1(b) above, a certificate
      of an Authorized Officer of

                                       62
<PAGE>

      the Borrower substantially in the form of Exhibit 7.1(c), (i)
      demonstrating compliance with the financial covenants contained in Section
      7.2 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 Agreement, including Section 7.2. 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

                                       63
<PAGE>

      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 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

                                       64
<PAGE>

            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.

      7.2   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 June 30,
      2004), the Debt to Capitalization Ratio shall be less than or equal to
      0.50 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 June 30, 2004),
      Tangible Net Worth shall be greater than or equal to the sum of (i)
      $2,600,000,000, 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, 2004 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 June 30,
      2004), the Interest Coverage Ratio shall be greater than 2.0 to 1.0.

      7.3   PRESERVATION OF EXISTENCE AND FRANCHISES.

      Except as permitted by Section 8.4, 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.

      7.4   BOOKS AND RECORDS.

                                       65
<PAGE>

      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).

      7.5   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).

      7.6   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.

      7.7   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.

      7.8   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.

                                       66
<PAGE>

      7.9   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.

      7.10  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.

      7.11  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.

      7.12  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 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.

      7.13  REIT REQUIREMENTS.

      Notwithstanding anything to the contrary contained in Section 7.12, (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.

                                       67
<PAGE>

                                   SECTION 8

                               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 hereunder shall have
terminated:

      8.1   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 6.10 (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;

            (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 8.14 and (iv) such REIT shall qualify as a real
      estate investment trust under applicable tax laws;

                                       68
<PAGE>

            (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 7.2.

      8.2   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.

      8.3   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.

      8.4   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

            (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
      8.4.

      8.5   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

                                       69
<PAGE>

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 7.12 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 Floating Rate 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 Floating Rate 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 7.2.

      8.6   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 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 8.6
if such Credit Party shall fail so to apply said amount in satisfaction of such
commitment.

                                       70
<PAGE>

      8.7   ADVANCES, INVESTMENTS AND LOANS.

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

      8.8   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) upon any shares of its Capital Stock of any class.

      8.9   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.

      8.10  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 8.4.

      8.11  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.

      8.12  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 as set forth in (a) the Credit Documents and (b) any
bond indenture or equivalent instrument (or any amendment or supplement thereto)
to which such Credit Party is now or hereafter a party.

                                       71
<PAGE>

      8.13  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.

      8.14  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 8.1(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 8.1 and 8.2, (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.

                                   SECTION 9

                                EVENTS OF DEFAULT

      9.1   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

                                       72
<PAGE>

      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 7.2, 7.10 or 8.1 through
            8.14 inclusive;

                  (ii) default in the due performance or observance of any term,
            covenant or agreement contained in Sections 7.1, 7.3, 7.5 or 7.11
            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
            subsections (a), (b) or (c)(i) or (c)(ii) of this Section 9.1)
            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.

            (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

                                       73
<PAGE>

      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; or (C) any such Indebtedness shall mature and remain
            unpaid.

            (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

                                       74
<PAGE>

      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.

      9.2   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 LC Issuer
to enforce its claims against the Credit Parties, except as otherwise
specifically provided for herein:

            (a) Termination of Commitments. Declare the Commitments terminated
      whereupon the Commitments and the obligation and power of the LC Issuers
      to issue Facility LCs shall be immediately terminated.

            (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.

                                       75
<PAGE>

            (c) Facility LC Collateral Account. Demand that the Borrower pay,
      and the Borrower shall be and become thereby unconditionally obligated to
      pay, to the Administrative Agent an amount in immediately available funds,
      which funds shall be held in the Facility LC Collateral Account, equal to
      the difference of (x) the amount of LC Obligations at such time, less (y)
      the amount (if any) on deposit in the LC Collateral Account at such time
      which is free and clear of all rights and claims of third parties and has
      not been applied against the Credit Party Obligations (such difference,
      the "Collateral Shortfall Amount").

            (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
9.1(f) shall occur, then (i) the Commitments and the obligation and power of the
LC Issuers 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, pay to the
Administrative Agent the Collateral Shortfall Amount, which funds shall be
deposited in the Facility LC Collateral Account, 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.

      9.3   FACILITY LC COLLATERAL ACCOUNT.

            (a) If at any time while any Event of Default is continuing, the
      Administrative Agent determines that the Collateral Shortfall Amount at
      such time is greater than zero, the Administrative Agent may, and at the
      direction of the Required Lenders shall, make demand on the Borrower to
      pay, and the Borrower will, forthwith upon such demand and without any
      further notice or act, pay to the Administrative Agent the Collateral
      Shortfall Amount, which funds shall be deposited in the Facility LC
      Collateral Account.

            (b) Subject to the provision of subsection (e) of this Section 9.3
      the Administrative Agent may, at any time or from time to time after funds
      are deposited in the Facility LC Collateral Account, apply such funds to
      the payment of the Credit Party Obligations and any other amounts as shall
      from time to time have become due and payable by the Borrower to the
      Lenders or LC Issuers under the Credit Documents.

            (c) At any time while any Event of Default is continuing, neither
      the Borrower nor any Person claiming on behalf of or through the Borrower
      shall have any right to withdraw any of the funds held in the Facility LC
      Collateral Account. After all of the Credit Party Obligations have been
      indefeasibly paid in full and the Commitments

                                       76
<PAGE>

      have been terminated and no Facility LCs remain outstanding, any funds
      remaining in the Facility LC Collateral Account shall be returned by the
      Administrative Agent to the Borrower or paid to whomever may be legally
      entitled thereto at such time.

            (d) Subject to the provision of subsection (e) of this Section 9.3
      if at any time at which funds are being held in the Facility LC Collateral
      Account there exists no Event of Default, or the Required Lenders (or the
      Lenders as may be required hereunder) have waived in writing any such
      Event of Default, the Administrative Agent shall, upon written request of
      the Borrower, return such funds to the Borrower.

            (e) As long as no Event of Default has occurred that is continuing
      funds deposited in the Facility LC Collateral Account pursuant to Section
      2.5(a)(v) may be applied by the Administrative Agent solely to the
      Reimbursement Obligations and shall be returned to the Borrower upon the
      Borrower's request from time to time to the extent that such funds exceed
      the amount by which the LC Obligations exceed the Revolving Committed
      Amount.

      9.4   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 LC Issuers in connection
      with enforcing the rights of the Lenders or LC Issuers under the Credit
      Documents;

            SECOND, to payment of any fees owed to the Administrative Agent or
      any Lender or LC Issuer;

            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;

            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 Collateral Shortfall Amount; and

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

                                       77
<PAGE>

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.

                                   SECTION 10

                                AGENCY PROVISIONS

      10.1  APPOINTMENT; NATURE OF RELATIONSHIP.

      Bank One is hereby appointed by each of the Lenders as its contractual
representative (herein referred to as the "Administrative Agent") hereunder and
under each other Credit Document, and each of the Lenders irrevocably authorizes
the Administrative Agent to act as the contractual representative of such Lender
with the rights and duties expressly set forth herein and in the other Credit
Documents. The Administrative Agent agrees to act as such contractual
representative upon the express conditions contained in this Section 10.
Notwithstanding the use of the defined term "Administrative Agent," it is
expressly understood and agreed that the Administrative Agent shall not have any
fiduciary responsibilities to any Lender by reason of this Agreement or any
other Credit Document and that the Administrative Agent is merely acting as the
contractual representative of the Lenders with only those duties as are
expressly set forth in this Agreement and the other Credit Documents. In its
capacity as the Lenders' contractual representative, the Agent (i) does not
hereby assume any fiduciary duties to any of the Lenders, (ii) is a
"representative" of the Lenders within the meaning of the term "secured party"
as defined in the Illinois Uniform Commercial Code and (iii) is acting as an
independent contractor, the rights and duties of which are limited to those
expressly set forth in this Agreement and the other Credit Documents. Each of
the Lenders hereby agrees to assert no claim against the Administrative Agent on
any agency theory or any other theory of liability for breach of fiduciary duty,
all of which claims each Lender hereby waives.

      10.2  POWERS.

      The Administrative Agent shall have and may exercise such powers under the
Credit Documents as are specifically delegated to the Administrative Agent by
the terms of each thereof, together with such powers as are reasonably
incidental thereto. The Administrative Agent shall have no implied duties to the
Lenders, or any obligation to the Lenders to take any action thereunder except
any action specifically provided by the Credit Documents to be taken by the
Administrative Agent.

      10.3  GENERAL IMMUNITY.

      Neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be liable to the Borrower, the Lenders or any Lender
or LC Issuer for any action taken or omitted to be taken in good faith by it or
them hereunder or under any other Credit Document or

                                       78
<PAGE>

in connection herewith or therewith except to the extent such action or inaction
is determined in a final non-appealable judgment by a court of competent
jurisdiction to have arisen from the gross negligence or willful misconduct of
such Person or from breach of such Person's express obligations under this
Agreement.

      10.4  NO RESPONSIBILITY FOR LOANS, RECITALS, ETC.

      Neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be responsible for or have any duty to ascertain,
inquire into, or verify (a) any statement, warranty or representation made in
connection with any Credit Document or any borrowing hereunder; (b) the
performance or observance of any of the covenants or agreements of any obligor
under any Credit Document, including, without limitation, any agreement by an
obligor to furnish information directly to each Lender; (c) the satisfaction of
any condition specified in Section 5, except receipt of items required to be
delivered solely to the Administrative Agent; (d) the existence or possible
existence of any Event of Default or Default (other than an Event of Default
under Section 9.1(a)); (e) the validity, enforceability, effectiveness,
sufficiency or genuineness of any Credit Document or any other instrument or
writing furnished in connection therewith; (f) the value, sufficiency, creation,
perfection or priority of any Lien in any collateral security; or (g) the
financial condition of the Borrower or any Guarantor or of any of the Borrower's
or any such Guarantor's respective Subsidiaries. The Administrative Agent shall
promptly provide the Lenders with copies of all notices of Default sent pursuant
to this Agreement, any written notice relating to changes in the Borrower's debt
ratings that affect the Senior Debt Rating received from the Borrower or a
ratings agency, any documents received by the Administrative Agent pursuant to
Section 7.1 (except to the extent that the Borrower has furnished the same
directly to the Lenders) and any other document or notice received by the
Administrative Agent with respect to this Agreement and requested in writing by
any Lender. The Administrative Agent shall have no duty to disclose to the
Lenders information that is not required to be furnished by the Borrower to the
Administrative Agent at such time, but is voluntarily furnished by the Borrower
to the Administrative Agent (either in its capacity as Administrative Agent or
in its individual capacity).

      10.5  ACTION ON INSTRUCTIONS OF LENDERS.

      The Administrative Agent shall in all cases be fully protected in acting,
or in refraining from acting, hereunder and under any other Credit Document in
accordance with written instructions signed by the Required Lenders, and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders. The Lenders hereby acknowledge that the
Administrative Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any
other Credit Document unless it shall be requested in writing to do so by the
Required Lenders. The Administrative Agent shall be fully justified in failing
or refusing to take any action hereunder and under any other Credit Document
unless it shall first be indemnified to its satisfaction by the Lenders pro rata
against any and all liability, cost and expense that it may incur by reason of
taking or continuing to take any such action.

                                       79
<PAGE>

      10.6  EMPLOYMENT OF AGENTS AND COUNSEL.

      The Administrative Agent may execute any of its duties as Administrative
Agent hereunder and under any other Credit Document by or through employees,
agents, and attorneys-in-fact and shall not be answerable to the Lenders, except
as to money or securities received by it or its authorized agents, for the
default or misconduct of any such agents or attorneys-in-fact selected by it
with reasonable care. The Administrative Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Administrative Agent
and the Lenders and all matters pertaining to the Administrative Agent's duties
hereunder and under any other Credit Document.

      10.7  RELIANCE ON DOCUMENTS; COUNSEL.

      The Administrative Agent shall be entitled to rely upon any Note, notice,
consent, certificate, affidavit, letter, telegram, statement, paper or document
believed by it to be genuine and correct and to have been signed or sent by the
proper person or persons, and, in respect to legal matters, upon the opinion of
counsel selected by the Administrative Agent, which counsel may be employees of
the Administrative Agent.

      10.8  ADMINISTRATIVE AGENT'S REIMBURSEMENT AND INDEMNIFICATION.

      The Lenders agree to reimburse and indemnify the Administrative Agent
ratably in proportion of their respective Pro Rata Shares (i) for any amounts
not reimbursed by the Borrower for which the Administrative Agent is entitled to
reimbursement by the Borrower under the Credit Documents, (ii) for any other
expenses incurred by the Administrative Agent on behalf of the Lenders, in
connection with the preparation, execution, delivery, administration and
enforcement of the Credit Documents (including, without limitation, for any
expenses incurred by the Administrative Agent in connection with any dispute
between the Administrative Agent and any Lender or between two or more of the
Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of the Credit
Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation, for any such
amounts incurred by or asserted against the Administrative Agent in connection
with any dispute between the Administrative Agent and any Lender or between two
or more of the Lenders), or the enforcement of any of the terms of the Credit
Documents or of any such other documents, provided that (i) no Lender shall be
liable for any of the foregoing to the extent any of the foregoing is found in a
final non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Administrative
Agent and (ii) any indemnification required pursuant to Section 3.13(b)(iv)
shall, notwithstanding the provisions of this Section 10.8, be paid by the
relevant Lender in accordance with the provisions thereof. The obligations of
the Lenders under this Section 10.8 shall survive payment of the Obligations and
termination of this Agreement.

                                       80
<PAGE>

      10.9  NOTICE OF DEFAULT.

      The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Event of Default or Default hereunder (other than an
Event of Default under Section 9.1(a)) unless the Administrative Agent has
received written notice from a Lender or the Borrower referring to this
Agreement describing such Event of Default or Default and stating that such
notice is a "notice of default." In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give prompt notice
thereof to the Lenders.

      10.10 RIGHTS AS A LENDER.

      In the event the Administrative Agent is a Lender, the Administrative
Agent shall have the same rights and powers hereunder and under any other Credit
Document with respect to its Commitments and its Loans as any Lender and may
exercise the same as though it were not the Administrative Agent, and the term
"Lender" or "Lenders" shall, at any time when the Administrative Agent is a
Lender, unless the context otherwise indicates, include the Administrative Agent
in its individual capacity. The Administrative Agent and its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of trust,
debt, equity or other transaction, in addition to those contemplated by this
Agreement or any other Credit Document, with the Borrower or any of its
Subsidiaries in which the Borrower or such Subsidiary is not restricted hereby
from engaging with any other Person.

      10.11 LENDER CREDIT DECISION.

      Each Lender acknowledges that it has, independently and without reliance
upon the Administrative Agent, the Arranger or any other Lender and based on the
financial statements prepared by the Borrower and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the other Credit Documents. Each
Lender also acknowledges that it will, independently and without reliance upon
the Administrative Agent, the Arranger 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 this
Agreement and the other Credit Documents.

      10.12 SUCCESSOR ADMINISTRATIVE AGENT.

      The Administrative Agent may resign at any time by giving written notice
thereof to the Lenders and the Borrower, such resignation to be effective upon
the appointment of a successor Administrative Agent or, if no successor
Administrative Agent has been appointed, sixty (60) days after the retiring
Administrative Agent gives notice of its intention to resign. The Administrative
Agent may be removed at any time with or without cause by written notice
received by the Administrative Agent from the Required Lenders, such removal to
be effective on the date specified by the Required Lenders, provided that, as
long as no Event of Default has occurred that is continuing, such removal shall
be subject to the approval of the Borrower, not to be unreasonably withheld or
delayed. Upon any such resignation or removal, the Required Lenders shall have
the right to appoint, on behalf of the Borrower and the Lenders, a successor
Administrative Agent, provided that, as long as no Event of Default has occurred
that is continuing, the appointment of such successor Administrative Agent shall
be subject to the approval of the Borrower, not to be unreasonably withheld or
delayed. If no successor Administrative Agent shall have been so appointed by
the Required Lenders within sixty (60) days after the resigning Administrative
Agent's giving notice of its intention to resign, then the resigning
Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a
successor Administrative Agent, provided that, as long as no Event of Default
has occurred that is continuing, the appointment of such successor
Administrative Agent shall be subject to the

                                       81
<PAGE>

approval of the Borrower, not to be unreasonably withheld or delayed.
Notwithstanding the previous sentence, the Administrative Agent may at any time
without the consent of the Borrower or any Lender, appoint any of its Affiliates
which is a commercial bank as a successor Administrative Agent hereunder. If the
Administrative Agent has resigned or been removed and no successor
Administrative Agent has been appointed, the Lenders may perform all the duties
of the Administrative Agent hereunder and the Borrower shall make all payments
in respect of the Obligations to the applicable Lender and for all other
purposes shall deal directly with the Lenders. No successor Administrative Agent
shall be deemed to be appointed hereunder until such successor Administrative
Agent has accepted the appointment. Any such successor Administrative Agent
shall be a commercial bank having capital and retained earnings of at least
$100,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the resigning or removed Administrative Agent. Upon the
effectiveness of the resignation or removal of the Administrative Agent, the
resigning or removed Administrative Agent shall be discharged from its duties
and obligations hereunder and under the Credit Documents. After the
effectiveness of the resignation or removal of an Administrative Agent, the
provisions of this Section 10 shall continue in effect for the benefit of such
Administrative Agent in respect of any actions taken or omitted to be taken by
it while it was acting as the Administrative Agent hereunder and under the other
Credit Documents. In the event that there is a successor to the Administrative
Agent by merger, or the Administrative Agent assigns its duties and obligations
to an Affiliate pursuant to this Section 10.12, then the term "Prime Rate" as
used in this Agreement shall mean the prime rate, base rate or other analogous
rate of the new Administrative Agent.

      10.13 ADMINISTRATIVE AGENT AND ARRANGER FEES.

      The Borrower agrees to pay to the Administrative Agent and the Arranger,
for their respective accounts, the fees agreed to by the Borrower, the
Administrative Agent and the Arranger pursuant to the Fee Letter or as otherwise
agreed from time to time.

      10.14 DELEGATION TO AFFILIATES.

      The Borrower and the Lenders agree that the Administrative Agent may
delegate any of its duties under this Agreement to any of its Affiliates. Any
such Affiliate (and such Affiliate's directors, officers, agents and employees)
which performs duties in connection with this Agreement shall be entitled to the
same benefits of the indemnification, waiver and other protective provisions to
which the Administrative Agent is entitled under Sections 10 and 11.

                                       82
<PAGE>

      10.15 AUTHORIZATION OF INTERCREDITOR AGREEMENT.

      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.

      10.16 DOCUMENTATION AGENT, SYNDICATION AGENT, ETC.

      None of the Lenders identified in this Agreement as a Co-Agent,
Documentation Agent, Managing Agent or Syndication Agent shall have any right,
power, obligation, liability, responsibility or duty under this 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 Section
10.11.

      10.17 BENEFITS OF SECTION 10.

      None of the provisions of this Section 10 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
Section 10.

                                   SECTION 11

                                  MISCELLANEOUS

      11.1  NOTICES.

      Except as otherwise expressly provided herein, all notices and other
communications 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 the case of the Borrower or the Administrative Agent to the
respective address or telecopy numbers set forth on Schedule 11.1, to the
Lenders at the respective address and telecopy number set forth in the
Administrative Questionnaire delivered to the Administrative Agent or in any
case at such other address as any such party may specify by written notice to
the other parties hereto.

      11.2  RIGHT OF SET-OFF.

      In addition to any rights now or hereafter granted under applicable law or
otherwise, and not by way of limitation of any such rights, upon the occurrence
of an Event of Default and the commencement of remedies described in Section
9.2, each Lender, and each Affiliate of such Lender, is authorized at any time
and from time to time, without presentment, demand, protest or

                                       83
<PAGE>

other notice of any kind (all of which rights being hereby expressly waived), to
set-off and to appropriate and apply any and all deposits (general or special)
and any other indebtedness at any time held or owing by such Lender or its
Affiliates (including, without limitation, branches or agencies of such Lender
or its Affiliates wherever located) to or for the credit or the account of any
Credit Party or any of its Subsidiaries against the Credit Party Obligations of
such Credit Party, irrespective of whether the Administrative Agent or the
Lenders shall have made any demand hereunder and although such Credit Party
Obligations may be contingent or unmatured, and any such set-off shall be deemed
to have been made immediately upon the occurrence of an Event of Default even
though such charge is made or entered on the books of such Lender subsequent
thereto. The Borrower hereby agrees that any Person purchasing a participation
in the Loans and Commitments hereunder pursuant to Section 11.3(e) or 3.8 may
exercise all rights of set-off with respect to its participation interest as
fully as if such Person were a Lender hereunder.

      11.3  BENEFIT OF AGREEMENT.

            (a) Generally. This Credit Agreement shall be binding upon and inure
      to the benefit of and be enforceable by the respective successors and
      assigns of the parties hereto; provided that none of the Credit Parties
      may assign and transfer any of its interests (except as permitted by
      Section 8.4 or 8.5) without the prior written consent of the Lenders; and
      provided further that the rights of each Lender to transfer, assign or
      grant participations in its rights and/or obligations hereunder shall be
      limited as set forth below in this Section 11.3.

            (b) Assignments. Each Lender may assign to one or more Eligible
      Assignees all or a portion of its rights and obligations under this Credit
      Agreement (including, without limitation, all or a portion of its Loans,
      its Notes, and its Commitments); provided, however, that:

                  (i) unless each of the Administrative Agent and (as long as no
            Event of Default exists) Borrower otherwise agrees, any such partial
            assignment shall be (A) in an amount at least equal to $5,000,000 or
            an integral multiple of $1,000,000 in excess thereof or (B) in an
            amount equal to such Lender's entire remaining Commitment;

                  (ii) each such assignment by a Lender shall be of a constant,
            and not varying, percentage of all of its rights and obligations
            under this Credit Agreement and the Notes; and

                  (iii) the parties to such assignment shall execute and deliver
            to the Administrative Agent for its acceptance an assignment
            agreement in substantially the form of Exhibit 11.3(b) (each an
            "Assignment Agreement"), together with a processing fee from the
            assignor of $3,500.

      Upon execution, delivery, and acceptance of such Assignment Agreement, the
      assignee thereunder shall be a party hereto and, to the extent of such
      assignment, have the obligations, rights, and benefits of a Lender
      hereunder and the assigning Lender shall, to

                                       84
<PAGE>

      the extent of such assignment, relinquish its rights (except its rights
      with respect to indemnification under the Credit Documents accruing prior
      to such assignment) and be released from its obligations under this Credit
      Agreement. Upon the consummation of any assignment pursuant to this
      Section 11.3(b), the assignor, the Administrative Agent and the Borrower
      shall make appropriate arrangements so that, if required, new Notes are
      issued to the assignor and the assignee. If the assignee is not
      incorporated under the laws of the United States of America or a state
      thereof, it shall deliver to the Borrower and the Administrative Agent
      certification as to exemption from deduction or withholding of taxes in
      accordance with Section 3.13.

      By executing and delivering an Assignment Agreement in accordance with
      this Section 11.3(b), the assigning Lender thereunder and the assignee
      thereunder shall be deemed to confirm to and agree with each other and the
      other parties hereto as follows: (A) such assigning Lender warrants that
      it is the legal and beneficial owner of the interest being assigned
      thereby free and clear of any adverse claim and the assignee warrants that
      it is an Eligible Assignee; (B) except as set forth in clause (A) above,
      such assigning Lender makes no representation or warranty and assumes no
      responsibility with respect to any statements, warranties or
      representations made in or in connection with this Credit Agreement, any
      of the other Credit Documents or any other instrument or document
      furnished pursuant hereto or thereto, or the execution, legality,
      validity, enforceability, genuineness, sufficiency or value of this Credit
      Agreement, any of the other Credit Documents or any other instrument or
      document furnished pursuant hereto or thereto or the financial condition
      of any Credit Party or any of its Subsidiaries or the performance or
      observance by any Credit Party of any of its obligations under this Credit
      Agreement, any of the other Credit Documents or any other instrument or
      document furnished pursuant hereto or thereto; (C) such assignee
      represents and warrants that it is legally authorized to enter into such
      Assignment Agreement; (D) such assignee confirms that it has received a
      copy of this Credit Agreement, the other Credit Documents and such other
      documents and information as it has deemed appropriate to make its own
      credit analysis and decision to enter into such Assignment Agreement; (E)
      such assignee will independently and without reliance upon the
      Administrative Agent, such assigning Lender 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 this Credit Agreement and the other Credit Documents; (F)
      such assignee appoints and authorizes the Administrative Agent to take
      such action on its behalf and to exercise such powers under this Credit
      Agreement or any other Credit Document as are delegated to the
      Administrative Agent by the terms hereof or thereof, together with such
      powers as are reasonably incidental thereto; and (G) such assignee agrees
      that it will perform in accordance with their terms all the obligations
      which by the terms of this Credit Agreement and the other Credit Documents
      are required to be performed by it as a Lender.

            (c) Register. The Administrative Agent shall maintain a copy of each
      Assignment Agreement delivered to and accepted by 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 owing to, each Lender
      from time to time (the "Register"). The entries in the Register shall be
      conclusive and binding for all purposes, absent manifest error, and the

                                       85
<PAGE>

      Borrower, the Administrative Agent and the Lenders may treat each Person
      whose name is recorded in the Register as a Lender hereunder for all
      purposes of this Credit Agreement. The Register shall be available for
      inspection by the Borrower or any Lender at any reasonable time and from
      time to time upon reasonable prior notice.

            (d) Acceptance. Upon its receipt of an Assignment Agreement executed
      by the parties thereto, together with any Note subject to such assignment
      and payment of the processing fee, the Administrative Agent shall, if such
      Assignment Agreement has been completed and is in substantially the form
      of Exhibit 11.3(b) hereto, (i) accept such Assignment Agreement, (ii)
      record the information contained therein in the Register and (iii) give
      prompt notice thereof to the parties thereto.

            (e) Participations. Each Lender may sell participations to one or
      more Persons in all or a portion of its rights, obligations or rights and
      obligations under this Credit Agreement (including all or a portion of its
      Commitments and its Loans); provided, however, that (i) such Lender's
      obligations under this Credit Agreement shall remain unchanged, (ii) such
      Lender shall remain solely responsible to the other parties hereto for the
      performance of such obligations, (iii) the participant shall be entitled
      to the benefit of the yield protection provisions contained in Sections
      3.9 through 3.14, inclusive, and the right of set-off contained in Section
      11.2, (iv) the Borrower shall continue to deal solely and directly with
      such Lender in connection with such Lender's rights and obligations under
      this Credit Agreement, and such Lender shall retain the sole right to
      enforce the obligations of the Borrower relating to its Loans and its
      Notes and to approve any amendment, modification, or waiver of any
      provision of this Credit Agreement (other than amendments, modifications,
      or waivers decreasing the amount of principal of or the rate at which
      interest is payable on such Loans or Notes, extending any scheduled
      principal payment date or date fixed for the payment of interest on such
      Loans or Notes or fees (other than Administrative Fees) (other than as a
      result of the extension of the Maturity Date in accordance with the terms
      of Section 2.5), postponing the expiry date of any Facility LC beyond the
      Maturity Date, extending its Commitments or releasing all or substantially
      all of the Guarantors) and (v) such Lender shall provide written notice of
      any participation to the Borrower and the Administrative Agent.

            (f) Nonrestricted Assignments. Notwithstanding any other provision
      set forth in this Credit Agreement, any Lender may at any time assign and
      pledge all or any portion of its Loans and its Notes to any Federal
      Reserve Bank as collateral security pursuant to Regulation A and any
      Operating Circular issued by such Federal Reserve Bank. No such assignment
      shall release the assigning Lender from its obligations hereunder.

            (g) Information. Any Lender may furnish any information concerning
      the Borrower or any of its Subsidiaries in the possession of such Lender
      from time to time to assignees and participants (including prospective
      assignees and participants), subject, however, to the provisions of
      Section 11.16.

                                       86
<PAGE>


            11.4  NO WAIVER; REMEDIES CUMULATIVE.

            No failure or delay on the part of the Administrative Agent or any
      Lender in exercising any right, power or privilege hereunder or under any
      other Credit Document and no course of dealing between the Borrower or any
      of its Subsidiaries and the Administrative Agent or any Lender shall
      operate as a waiver thereof; nor shall any single or partial exercise of
      any right, power or privilege hereunder or under any other Credit Document
      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 Administrative Agent or any Lender would otherwise
      have. No notice to or demand on any Credit Party in any case shall entitle
      any Credit Party to any other or further notice or demand in similar or
      other circumstances or constitute a waiver of the rights of the
      Administrative Agent or the Lenders to any other or further action in any
      circumstances without notice or demand.

            11.5  PAYMENT OF EXPENSES; INDEMNIFICATION.

            The Borrower agrees to: (a) pay all reasonable out-of-pocket costs
      and expenses of (i) the Administrative Agent and Arranger in connection
      with (A) the negotiation, preparation, execution and delivery, syndication
      and administration of this Credit Agreement and the other Credit Documents
      and the documents and instruments referred to therein, and (B) any
      amendment, waiver or consent relating hereto and thereto including, but
      not limited to, any such amendments, waivers or consents resulting from or
      related to any work-out, renegotiation or restructure relating to the
      performance by the Credit Parties under this Credit Agreement (including,
      without limitation, in the case of either (A) or (B) above, the reasonable
      fees and expenses of counsel to the Administrative Agent, who may or may
      not be employees of the Administrative Agent) and (ii) the Administrative
      Agent and the Lenders in connection with (A) enforcement and collection of
      the Credit Documents and the documents and instruments referred to
      therein, including, without limitation, in connection with any such
      enforcement, the reasonable fees and disbursements of counsel for the
      Administrative Agent, who may or may not be employees of the
      Administrative Agent and each of the Lenders, and (B) any bankruptcy or
      insolvency proceeding of a Credit Party or any of its Subsidiaries and (b)
      indemnify the Administrative Agent, Arranger, each Lender and each of
      their officers, directors, employees, representatives, Affiliates and
      agents from and hold each of them harmless against any and all losses,
      liabilities, claims, damages or expenses (including, without limitation,
      the reasonable fees and expenses of legal counsel (including the allocated
      cost of internal counsel) and settlement costs incurred by any of them as
      a result of, or arising out of, or in any way related to, or by reason of,
      any investigation, litigation or other proceeding (whether or not the
      Administrative Agent, Arranger or any Lender is a party thereto) related
      to (i) the entering into and/or performance of any Credit Document or the
      use of proceeds of any Loans (including other Extensions of Credit)
      hereunder or the consummation of any other transactions contemplated in
      any Credit Document, including, without limitation, the reasonable fees
      and disbursements of counsel incurred in connection with any such
      investigation, litigation or other proceeding, (ii) any Environmental
      Claim, (iii) any claims for Non-Excluded Taxes (but excluding in the case
      of clauses (i), (ii) and (iii) above, any such losses, liabilities,
      claims, damages or expenses to the extent incurred by reason of gross
      negligence or willful misconduct on the part of the Person to be
      indemnified).

                                       87
<PAGE>

      11.6  AMENDMENTS, WAIVERS AND CONSENTS.

      Subject to the provisions of the last paragraph of this Section 11.6,
neither this Credit Agreement nor any other Credit Document nor any of the terms
hereof or thereof may be amended, changed, waived, discharged or terminated
unless such amendment, change, waiver, discharge or termination is in writing
and signed by the Required Lenders and the Credit Parties that are parties to
the Credit Document being amended, changed or terminated or with respect to
which such waiver or discharge is being given; provided that no such amendment,
change, waiver, discharge or termination shall without the consent of each
Lender affected thereby:

            (a) extend the Maturity Date (other than with the consent of the
      Extension Required Lenders pursuant to Section 2.5) or extend the expiry
      date of any Facility LC beyond the Maturity Date;

            (b) reduce the rate or extend the time of payment of interest or
      fees hereunder (it being understood and agreed that a waiver of the
      applicability of any post-default increase in interest rates shall not
      constitute a reduction in the rate of interest for purposes of this clause
      (b));

            (c) reduce or waive the principal amount, or extend the date for
      payment of any Loan or any Reimbursement Obligation;

            (d) increase or extend any Commitment of a Lender (it being
      understood and agreed that a waiver of any Default or Event of Default or
      a waiver of any mandatory reduction in the Commitments or any increase in
      the Revolving Committed Amount pursuant to Section 2.1(e) shall not
      constitute a change in the terms of any Commitment of any Lender);

            (e) except as the result of or in connection with a merger or other
      disposition of a Credit Party permitted under Section 8.4, (i) release the
      Borrower from its obligations under the Credit Documents or (ii) 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;

            (f) amend, modify or waive any provision of this Section 11.6 or
      Section 3.4(a), 3.4(d), 3.7, 3.8, 5.1, 5.2, 9.1(a), 11.2, 11.3 or 11.5;

            (g) reduce any percentage specified in, or otherwise modify, the
      definition of Required Lenders set forth in Section 1.1; or

            (h) consent to the assignment or transfer by a 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.

                                       88
<PAGE>

Notwithstanding the above, no provision of Section 10 may be amended or modified
without the consent of the Administrative Agent. No provision affecting the
Swingline Loans may be amended or modified without the consent of the Swingline
Lender. No provision affecting an LC Issuer may be amended or modified without
its consent.

Notwithstanding the fact that the consent of all the Lenders is required in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such Lender sees fit on any reorganization plan that affects the Loans, LC
Obligations or any other Credit Party Obligations and each Lender acknowledges
that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the
unanimous consent provisions set forth herein and (y) the Required Lenders may
consent to allow a Credit Party to use cash collateral in the context of a
bankruptcy or insolvency proceeding.

      11.7  COUNTERPARTS/TELECOPY.

      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.

      11.8  HEADINGS.

      The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Credit Agreement.

      11.9  DEFAULTING LENDER.

      Each Lender understands and agrees that if such Lender is a Defaulting
Lender then notwithstanding the provisions of Section 11.6 it shall not be
entitled to vote on any matter requiring the consent of the Required Lenders or
to object to any matter (other than those provided for in Section 11.6(b), (c)
and (d)) requiring the consent of all the Lenders; provided, however, that all
other benefits and obligations under the Credit Documents shall apply to such
Defaulting Lender.

      11.10 SURVIVAL OF INDEMNIFICATION AND REPRESENTATIONS AND WARRANTIES.

      All indemnities set forth herein and all representations and warranties
made herein shall survive the execution and delivery of this Credit Agreement,
the making of the Credit Extensions, and the repayment of the Loans and other
Credit Party Obligations and the termination of the Commitments hereunder.

      11.11 GOVERNING LAW; JURISDICTION.

            (a) CHOICE OF LAW. THE CREDIT DOCUMENTS (OTHER THAN THOSE CONTAINING
      A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN
      ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS
      SECTION 105/5-1 ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE

                                       89
<PAGE>

      CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT
      TO FEDERAL LAWS APPLICABLE TO BANKS.

            (b) CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS
      TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS
      STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING
      ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENTS AND THE BORROWER HEREBY
      IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
      MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY
      OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
      ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
      INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
      ADMINISTRATIVE AGENT OR ANY LENDER OR LC ISSUER TO BRING PROCEEDINGS
      AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL
      PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER
      OR LC ISSUER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT ANY LENDER OR LC
      ISSUER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING
      OUT OF, RELATED TO, OR CONNECTED WITH ANY CREDIT DOCUMENT SHALL BE BROUGHT
      ONLY IN A COURT IN CHICAGO, ILLINOIS.

      11.12 WAIVER OF JURY TRIAL.

      EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

      11.13 SEVERABILITY.

      If any provision of any of the Credit Documents 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.

      11.14 FURTHER ASSURANCES.

      The Credit Parties agree, upon the request of the Administrative Agent, to
promptly take such actions, as reasonably requested, as is necessary to carry
out the intent of this Credit Agreement and the other Credit Documents.

                                       90
<PAGE>

      11.15 ENTIRETY.

      This Credit Agreement together with the other Credit Documents and the Fee
Letter represent the entire agreement of the parties hereto and thereto, and
supersede all prior agreements and understandings, oral or written, if any,
including any commitment letters or correspondence relating to the Credit
Documents or the transactions contemplated herein and therein.

      11.16 CONFIDENTIALITY.

      Each Lender agrees to hold any confidential information which it may
receive from the Borrower pursuant to this Agreement in confidence, except for
disclosure (i) to its Affiliates and to other Lenders and their respective
Affiliates, who shall be advised of and directed to maintain the confidentiality
of such information, (ii) to legal counsel, accountants, and other professional
advisors to such Lender or to an assignee or participant of a Lender, who shall
be advised of and directed to maintain the confidentiality of such information,
(iii) to regulatory officials, (iv) to any Person as requested pursuant to or as
required by law, regulation, or legal process, (v) to any Person in connection
with any legal proceeding to which such Lender is a party, (vi) to such Lender's
direct or indirect contractual counterparties in swap agreements or to legal
counsel, accountants and other professional advisors to such counterparties, who
shall be advised of and directed to maintain the confidentiality of such
information, (vii) permitted by Section 11.3(g) and (viii) to rating agencies if
requested or required by such agencies in connection with a rating relating to
the Loans and other Extensions of Credit hereunder. Notwithstanding anything
herein to the contrary, confidential information shall not include, and each
Lender (and each employee, representative or other agent of any Lender) may
disclose to any and all Persons, without limitation of any kind, the "tax
treatment" and "tax structure" (in each case, within the meaning of Treasury
Regulation Section 1.6011-4) of the transactions contemplated hereby and all
materials of any kind (including opinions or other tax analyses) that are or
have been provided to such Lender relating to such tax treatment or tax
structure; provided that with respect to any document or similar item that in
either case contains information concerning such tax treatment or tax structure
of the transactions contemplated hereby as well as other information, this
sentence shall only apply to such portions of the document or similar item that
relate to such tax treatment or tax structure.

      11.17 BINDING EFFECT; CONTINUING AGREEMENT.

            (a) This Credit Agreement shall become effective at such time when
      all of the conditions set forth in Section 5.1 have been satisfied or
      waived by the Lenders and it shall have been executed by the Borrower and
      the Administrative Agent, and the Administrative Agent shall have received
      copies hereof (telefaxed or otherwise) which, when taken together, bear
      the signatures of each Lender, and thereafter this Credit Agreement shall
      be binding upon and inure to the benefit of the Borrower, the
      Administrative Agent and each Lender and their respective successors and
      assigns.

            (b) This Credit Agreement shall be a continuing agreement and shall
      remain in full force and effect until all Loans, interest, fees and other
      Credit Party Obligations have been paid in full and all Commitments have
      been terminated. Upon termination, the Credit

                                       91
<PAGE>

      Parties shall have no further obligations (other than the indemnification
      provisions that survive and any other provisions that by their terms
      survive) under the Credit Documents; provided that should any payment, in
      whole or in part, of the Credit Party Obligations be rescinded or
      otherwise required to be restored or returned by the Administrative Agent
      or any Lender, whether as a result of any proceedings in bankruptcy or
      reorganization or otherwise, then the Credit Documents shall automatically
      be reinstated and all amounts required to be restored or returned and all
      costs and expenses incurred by the Administrative Agent or Lender in
      connection therewith shall be deemed included as part of the Credit Party
      Obligations.

      11.18 NO CONSEQUENTIAL DAMAGES.

      Each party hereto waives any claim for consequential damages by reason of
the breach of any provision of the Credit Documents by any other party.

      11.19 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.

                     SIGNATURES FOLLOW BEGINNING ON PAGE 95

                                       92
<PAGE>

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

BORROWER:

                                                PULTE HOMES, INC.,
                                                a Michigan corporation

                                                By: /s/ Bruce E. Robinson
                                                    Vice President and Treasurer

                                       93
<PAGE>

LENDERS:

                                   BANK ONE, NA,
                                   individually in its capacity as a Lender and
                                   in its capacity as the Administrative Agent

                                   By: /s/ Kenneth S. Nelson
                                   Title: Director

                                       94
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                    BARCLAYS BANK PLC

                                                    By: /s/ Douglas Bernegger
                                                    Title: Director

                                       95
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                                PULTE HOMES, INC.

                                                    CITICORP NORTH AMERICA, INC.

                                                    By: /s/ David Bouton
                                                    Title: Vice President

                                       96
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                                PULTE HOMES, INC.

                                                  BNP PARIBAS

                                                  By: /s/ Thomas H. Ambrose
                                                  Title: Director

                                                  By: /s/ Christine L. Howatt
                                                  Title: Director

                                       97
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                                PULTE HOMES, INC.

                                                 COMERICA BANK

                                                 By: /s/ James Graycheck
                                                 Title: Assistant Vice President

                                       98
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                     DEUTSCHE BANK TRUST COMPANY
                                                     AMERICAS

                                                     By: /s/ Scottye Lindsey
                                                     Title: Director

                                       99
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                         MERRILL LYNCH BANK USA

                                                         By: /s/ Louis Adler
                                                         Title: Director

                                       100
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                    SUNTRUST BANK

                                                    By: /s/ Blake K. Thompson
                                                    Title: Vice President

                                      101
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                                PULTE HOMES, INC.

                                                  THE ROYAL BANK OF SCOTLAND PLC

                                                  By: /s/ David Apps
                                                  Title: Senior Vice President

                                       102
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                 UBS LOAN FINANCE LLC

                                 By: /s/ Wilfred V. Saint
                                 Title: Director, Banking Products Services, US

                                 By: /s/ Winslowe Ogbourne
                                 Title: Associate Director, Banking
                                           Products Services, US

                                       103
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                    WACHOVIA BANK, NATIONAL
                                                    ASSOCIATION

                                                    By: /s/ Jeffrey S. Hoza
                                                    Title: Senior Vice President

                                       104
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                       BANK OF AMERICA, N.A.

                                                       By: /s/ Kelley Prentiss
                                                       Title: Principal

                                       105
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                             THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                             CHICAGO BRANCH

                                             By: /s/ Kazuya Matsushita
                                             Title: General Manager

                                       106
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                CALYON NEW YORK BRANCH

                                                By: /s/ Attila Coach
                                                Title: Senior Vice President

                                                By: /s/ Philippe Soustra
                                                Title: Executive Vice President

                                      107
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                                PULTE HOMES, INC.

                                                    GUARANTY BANK

                                                    By: /s/ Randall S. Reid
                                                    Title: Senior Vice President

                                       108
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                                PULTE HOMES, INC.

                                                     MIZUHO CORPORATE BANK, LTD.

                                                     By: /s/ Greg Botshon
                                                     Title: SVP & Team Leader

                                       109
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                  PNC BANK, NATIONAL ASSOCIATION

                                                  By: /s/ Douglas G. Paul
                                                  Title: Senior Vice President

                                       110
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                              STANDARD FEDERAL BANK N.A.

                                              By: /s/ Kelly Dreske
                                              Title: Commercial Banking Officer

                                       111
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                     WASHINGTON MUTUAL BANK, FA

                                                     By: /s/ Javier Barrera
                                                     Title: Vice President

                                      112
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                             FIFTH THIRD BANK, EASTERN MICHIGAN

                                             By: /s/ Erin Peters
                                             Title: AVP

                                      113
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                    COMPASS BANK

                                                    By: /s/ Steven J. Heslep
                                                    Title: Senior Vice President

                                      114
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                 BANK OF HAWAII

                                                 By: /s/ Ralph M. Mesick
                                                 Title: Executive Vice President

                                      115
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                              CATHAY UNITED BANK LTD.

                                              By: /s/ Grace Chou
                                              Title: VP & Deputy General Manager

                                       116
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                 THE NORINCHUKIN BANK, NEW YORK
                                                 BRANCH

                                                 By: /s/ Toshifumi Tsukitani
                                                 Title: General Manager

                                      117
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                     THE NORTHERN TRUST COMPANY

                                                     By: /s/ Mark E. Taylor
                                                     Title: Vice President

                                      118
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                             LAND BANK OF TAIWAN LOS ANGELES
                                             BRANCH

                                             By: /s/ Hui-Jou Cheng
                                             Title: AVP & Deputy General Manager

                                       119
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                BANK OF COMMUNICATIONS, NEW YORK
                                                BRANCH

                                                By: /s/ Hong Tu
                                                Tile: General Manager

                                       120
<PAGE>

          SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT WITH
                               PULTE HOMES, INC.

                                                   TAIPEIBANK, NEW YORK AGENCY

                                                   By: /s/ Sophia Jing
                                                   Title: V.P. & General Manager

                                      121
<PAGE>

                                   SCHEDULE 1

<TABLE>
<CAPTION>
                   LENDER                                 COMMITMENT         PRO RATA SHARE
-------------------------------------------------     -----------------     --------------
<S>                                                   <C>                   <C>
Bank One, NA                                          $   70,000,000.00       5.34351145%
Citicorp North America, Inc.                          $   70,000,000.00       5.34351145%
Barclays Bank PLC                                     $   70,000,000.00       5.34351145%
BNP Paribas                                           $   70,000,000.00       5.34351145%
Comerica Bank                                         $   70,000,000.00       5.34351145%
Deutsche Bank Trust Company Americas                  $   70,000,000.00       5.34351145%
Merrill Lynch Bank USA                                $   70,000,000.00       5.34351145%
SunTrust Bank                                         $   70,000,000.00       5.34351145%
The Royal Bank of Scotland plc                        $   70,000,000.00       5.34351145%
UBS Loan Finance LLC                                  $   70,000,000.00       5.34351145%
Wachovia Bank, National Association                   $   70,000,000.00       5.34351145%
Bank of America, N.A                                  $   50,000,000.00      3.816793893%
The Bank of Tokyo-Mitsubishi Ltd., Chicago Branch     $   50,000,000.00      3.816793893%
CALYON New York Branch                                $   50,000,000.00      3.816793893%
Guaranty Bank                                         $   50,000,000.00      3.816793893%
Mizuho Corporate Bank, Ltd.                           $   50,000,000.00      3.816793893%
PNC Bank, National Association                        $   50,000,000.00      3.816793893%
Standard Federal Bank N.A.                            $   45,000,000.00      3.435114503%
Washington Mutual Bank, FA                            $   40,000,000.00      3.053435114%
Fifth Third Bank, Eastern Michigan                    $   35,000,000.00      2.671755725%
Compass Bank                                          $   25,000,000.00      1.908396946%
Bank of Hawaii                                        $   15,000,000.00      1.145038167%
Cathay United Bank, Ltd.                              $   15,000,000.00      1.145038167%
The Norinchukin Bank, New York Branch                 $   15,000,000.00      1.145038167%
The Northern Trust Company                            $   15,000,000.00      1.145038167%
Land Bank of Taiwan Los Angeles Branch                $   15,000,000.00      1.145038167%
Bank of Communications, New York Branch               $   10,000,000.00      0.763358778%
TaipeiBank, New York Agency                           $   10,000,000.00      0.763358778%
TOTAL                                                 $1,310,000,000.00              100%
</TABLE>

<PAGE>

                                 SCHEDULE 1.1(b)

                           EXISTING LETTERS OF CREDIT

                                       1
<PAGE>

                                 SCHEDULE 1.1(c)

                                 PERMITTED LIENS

                                      None

                                       1
<PAGE>

                                  SCHEDULE 6.10

                                  INDEBTEDNESS

                                      None

                                       1
<PAGE>

                                  SCHEDULE 6.11

                                   LITIGATION

                                      None

                                       1
<PAGE>

                                  Schedule 6.15

                      Subsidiaries as of September 15, 2004

<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>
1.   56th and Lone Mountain, L.L.C.         Arizona               Del Webb's Coventry Homes, Inc.               50%     No
2.   Abacoa Homes, Inc.                     Florida        5,000        DiVosta Homes, L.P.           5,000    100%     No     Yes
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                       Bellasera Corp.                      100%     No     Yes
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                   Pulte Home 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.  Campus Lakes, LLC                     Maryland                   Pulte Home Corporation                   100%     No
14.  Carr's Grant, L.L.C.                  Maryland                   Pulte Home Corporation                   100%     No
15.  Chandler DJ Basin, LLC                Michigan                 Chandler Natural Resources                 100%     No
                                                                               Corp.
16.  Chandler Natural Resources            Michigan        1,000      Pulte Home Corporation          1,000    100%     No
     Corporation
17.  Chase Triple M, LLC                   Delaware                   Pulte Home Corporation                 51.61%     No
18.  City Homes Development L.L.C.         Michigan                      Pulte Homes, Inc.                      50%     No
19.  Ciudad Riviera, S.A. de C.V.           Mexico           500  Controladora PHC, S.A. DE C.V.        500     25%     No
20.  Clairmont, L.L.C.                     Michigan          100      Pulte Home Corporation            100    100%     No
21.  Coachman Development, LLC             Michigan               Pulte Homes of New Engkand, LLC              100%     No
22.  Consorcio Inmobiliario Su Casita,      Mexico                Hipotecaria Su Casita, S.A.                   99%     No
     S.A. de C.V.                                                            de C.V.
23.  Contractors Insurance Company of      Hawaii                     NABIC/Pulte Homes, Inc.
     North America, Inc. a Risk
     Retention Group
24.  Controladora PHC, S.A. DE C.V.         Mexico       499,955    Pulte International-Mexico,     499,955  99.99%     No
                                                                               Inc.
                                                                      Pulte Home Corporation                  0.01%
25.  Corporacion Activa de Servicios de     Mexico                Hipotecaria Su Casita, S.A. de                99%
     Administracion, S.A. de C.V.                                              C.V.
26.  Corta Bella Golf Club, LLC            Michigan                   Pulte Home Corporation                   100%     No
27.  Dean Realty Company                   Michigan          100      Pulte Home Corporation            100    100%     No
28.  Del E. Webb Development Co., L.P.     Delaware                 Del Webb Communities, Inc.                  99%     No
                                                                     Del Webb Construction                       1%
                                                                          Services Co.
</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>
29.  Del E. Webb Financial Corporation      Arizona         1,000      Del Webb Corporation           1,000    100%     No
30.  Del E. Webb Foothills Corporation      Arizona         1,000 Del Webb Commercial Properties      1,000    100%     No
                                                                            Corporation
31.  Del E. Webb Land Conservancy           Arizona
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     Yes
     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     Yes
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                       PH5 Corporation                       99%     No     Yes
                                                                    DiVosta Homes Holdings, LLC                  1%
61.  DiVosta Building Corporation           Florida         5,000       DiVosta Homes, L.P.           5,000    100%     No     Yes
62.  DiVosta Homes Holdings, LLC           Delaware                       PH5 Corporation
</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>
63.  DiVosta Homes Marketing, Inc.          Florida         1,000       DiVosta Homes, L.P.           1,000    100%     No
64.  DiVosta Homes Sales, Inc.              Florida         5,000       DiVosta Homes, L.P.           5,000    100%     No     Yes
65.  DW Aviation Co.                        Arizona         1,000      Del Webb Corporation           1,000    100%     No
66.  DW Homebuilding Co.                    Arizona         1,000      Del Webb Corporation           1,000    100%     No
67.  Edinburgh Realty Corporation          Michigan        10,000     Pulte Home Corporation         10,000    100%     No
68.  Fallsgrove Associates LLC             Maryland                   Pulte Home Corporation                 35.36%     No
69.  Fideicomiso 102412                     Mexico            222       Pulte Mortgage LLC
70.  First Heights Bank, fsb                Texas       7,500,100   Pulte Diversified Companies   7,500,100    100%     No
71.  Florida Building Products, Inc.       Florida          5,000       DiVosta Homes, L.P.           5,000    100%     No     Yes
72.  Florida Club Homes, Inc.              Florida          5,000      DiVosta Homes, L.P..           5,000    100%     No
73.  Fox Glen Retreat, LLC                 Michigan                   Pulte Home Corporation                   100%     No
74.  Gatestone, LLC                        Michigan                   Pulte Home Corporation                   100%     No
75.  GI Development Business Trust        Massachusetts                PHNE Business Trust                     100%     No
76.  Grand Place Hayward, LLC             California                  Pulte Home Corporation                   100%     No
77.  Grayhaven Estates Limited, L.L.C.     Michigan                       Pulte Homes, Inc.                     99%     No
78.  Great Island Community, LLC           Michigan                 GI Development Corporation                 100%     No
79.  Guaranteed Mortgage Corporation III   Michigan         1,000   Pulte Financial Companies,        1,000    100%     No
                                                                               Inc.
80.  H. D. Investments I, LLC              Maryland                       Wil Corporation                      100%     No
81.  Harrison Hills, LLC                   Maryland                   Pulte Home Corporation                   100%     No
82.  Herring Pond Development Corporation  Michigan         1,000 Pulte Homes of New England, LLC     1,000    100%     No
83.  Highlands One                         Maryland                       Wil Corporation                      100%     No
84.  Hilltop Farms Development, LLC        Michigan               Pulte Homes of New England LLC               100%     No
85.  Hipotecaria Su Casita, S.A. de C.V.    Mexico      1,320,136       Pulte Mortgage LLC          335,680  22.90%     No
86.  Homesite Solutions Corporation        Michigan         1,000     Pulte Home Corporation          1,000    100%     No
87.  HydroSource Acquisition, Inc.         Michigan         1,000        Preserve I, Inc.             1,000    100%     No
88.  Island Walk Development Company        Florida         5,000       DiVosta Homes, L.P.           5,000    100%     No     Yes
89.  Island Walk Realty, Inc.               Florida           500       DiVosta Homes, L.P.             500    100%     No
90.  Interesa, S.A. de C.V.                 Mexico      1,872,688 Fideicomiso (3,395,461 Outst.)                        No
91.  JNN Properties LLC                    Michigan           100     Pulte Home Corporation                   100%     No
92.  Jersey Meadows LLC                   New Jersey          100        Preserve I, Inc.                      100%     No
93.  Joliet Mortgage Reinsurance Company    Vermont           100       Pulte Mortgage LLC              100    100%     No
94.  Lexington Oaks Golf Club, Inc.         Florida         1,000     Pulte Home Corporation          1,000    100%     No
95.  Lone Tree Golf Club, LLC              Michigan                   Pulte Home Corporation                   100%     No
96.  Lyons, LC                             Maryland                   Pulte Home Corporation                   100%     No
97.  MALDP Development Corporation         Michigan         1,000 Pulte Homes of New England, LLC     1,000    100%     No
98.  Marina Operations Corp.                Arizona         1,000      Sun City Homes, Inc.           1,000    100%     No
99.  Marquette Title Insurance Company      Vermont       100,000        Pulte Homes, Inc.          100,000    100%     No
100. Mayaguez Partners, S. E.             Puerto Rico              Pulte International Building                 50%     No
                                                                               Corp.
</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>
101. Mountain View One LLC                  Arizona                       Asset One Corp.                       50%     No
102. Mountain View Two LLC                  Arizona                       Del Webb Corp.                       100%     No
103. 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.
104. New Mexico Asset Corporation           Arizona           100      Del Webb Corporation             100    100%     No
105. New Mexico Asset Limited Partnership   Arizona                   New Mexico Asset Corp.                    99%     No
                                                                          Del Webb Corp.                         1%
106. North American Builders Indemnity     Colorado       300,000        Pulte Homes, Inc.          300,000    100%     No
     Company
107. North Valley Enterprise, LLC           Nevada                  Del Webb Communities, Inc.                  50%     No
108. Oceanside Village, LLC                Michigan               Pulte Homes of New England, LLC              100%     No
109. One Willowbrook, L.L.C.               Maryland                       Wil Corporation                       50%     No
                                                                          PBW Corporation                       50%
110. P & H Clinton Partnership            ptrshp-not                Pulte Homes of NJ, Limited                 100%     No
                                          registered                        Partnership
111. PB Venture L.L.C.                     Michigan                      Pulte Homes, Inc.                     100%     No     Yes
112. PBW Corporation                       Michigan         1,000     Pulte Home Corporation          1,000    100%     No
113. PC/BRE Development L.L.C.             Delaware                    PC/BRE Venture L.L.C.                   100%     No
114. PC/BRE Springfield, L.L.C.            Delaware                    PC/BRE Venture L.L.C.                   100%     No
115. PC/BRE Venture L.L.C.                 Delaware                      PB Venture L.L.C.                     100%     No
116. PC/BRE Whitney Oaks L.L.C.            Delaware                    PC/BRE Venture L.L.C.                   100%     No
117. PC/BRE Winfield L.L.C.                Delaware                    PC/BRE Venture L.L.C.                   100%     No
118. PCIC Corporation                      Michigan         1,000       Pulte Mortgage LLC            1,000    100%     No
119. PH Arizona LLC                        Michigan           100   50 -Pulte Home Corporation          100    100%     No
                                                                       50-Pulte Development
                                                                            Corporation
120. PH1 Corporation                       Michigan           100        Pulte Homes, Inc.                     100%     No
121. PH2 Corporation                       Michigan                      Pulte Home Corp.               100    100%     No
122. PH3 Corporation                       Michigan         1,000       Divosta Homes, L.P.           1,000    100%     No
123. PH4 Corporation                       Michigan         1,000      Del Webb Corporation           1,000    100%     No
124. PH5 Corporation                       Michigan                Pulte Diversified Companies,                100%     No
                                                                               Inc.
125. PHC Title Corporation                 Michigan         1,000     Pulte Home Corporation          1,000    100%     No
126. PHM Title Agency L.L.C.               Delaware                       TVM Corporation                       63%     No
127. PHNE Business Trust                  Massachusetts             Pulte Homes Corporation,
                                                                              Trustee
128. PHS Virginia Holdings, LLC            Michigan                     PHNE Business Trust                    100%     No
129. PHS Virginia Limited Partnership      Michigan                   99% PHNE Business Trust                  100%     No
                                                                   1% PHS Virginia Holdings, LLC
130. PHT Building Materials Limited        Michigan                  Pulte Homes of Texas, LP                   99%     No
     Partnership                                                    PHT Operating Company, LLC                   1%
131. PHT Operating Company LLC             Michigan                  Pulte Homes of Texas, LP                  100%     No
132. PHT Title Agency, L.P.                  Texas                     PHC Title Corporation                    99%     No
</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>
                                                                       PHT Title Corporation                     1%
133. PHT Title Corporation                 Michigan         1,000     Pulte Home Corporation          1,000    100%     No
134. PIMI Holdings LLC                     Michigan               Pulte International Corporation              100%
135. PL Roseville, LLC                    California                50% Pulte Home Corporation                  50%
136. PN I, Inc.                             Nevada          1,000     Pulte Home Corporation          1,000    100%     No
137. PN II, Inc.                            Nevada          1,000     Pulte Home Corporation          1,000    100%     No     Yes
138. PQL Realty Corporation                Michigan         1,000     Pulte Home Corporation          1,000    100%     No
139. Potomac Yard Development LLC          Delaware                 50% Pulte Home Corporation                  50%     No
140. Pratte Acquisition, LLC               Michigan                         PN II, Inc.                        100%     No
141. Pratte Building Systems, Limited      Michigan                 99% Pratte Holding Company,                100%     No
     Partnership                                                              L.L.C.
                                                                   1% Pratte Building California
                                                                                LLC
142. Pratte Building Systems, L.L.C (AZ)    Arizona               Pratte Holding Company, L.L.C.               100%     No
143. Pratte Building Systems, L.L.C (NV)    Nevada                Pratte Holding Company, L.L.C.               100%     No
144. Pratte Building California LLC        Michigan               Pratte Holding Company, L.L.C.               100%     No
145. Pratte Holding Company, L.L.C.         Nevada                    Pratte Acquisition, LLC                   50%
146. Preserve I, Inc.                      Michigan         1,000     Pulte Home Corporation          1,000    100%     No
147. Preserve II, Inc.                     Michigan         1,000     Pulte Home Corporation          1,000    100%     No
148. Pulte Arizona Services, Inc.          Michigan         1,000         PH Arizona, LLC             1,000    100%     No
149. Pulte Aviation I LLC                  Michigan                      Pulte Homes, Inc.                     100%
150. Pulte Aviation II LLC                 Michigan                      Pulte Homes, Inc.                     100%
151. Pulte Bajio Construcciones, S. de      Mexico                  Pulte Mexico, S. de R.L. de              99.99%     No
     R.L. de C.V.                                                              C.V.                            .01%
                                                                    Pulte International Mexico,
                                                                               Inc.
152. Pulte Chile Corporation               Michigan         1,000 Pulte International Corporation     1,000    100%     No
153. Pulte Communities NJ, Limited         Michigan                      Preserve II, Inc.                      99%     No     Yes
     Partnership                                                         Preserve I, Inc.                        1%
154. Pulte de Chile Limitada                 Chile                    Pulte Chile Corporation                   99%     No
                                                                       Pulte SA Corporation                      1%
155. Pulte Development Corporation         Michigan         1,000     Pulte Home Corporation          1,000    100%     No     Yes
156. Pulte Development New Mexico, Inc.    Michigan         1,000     Pulte Home Corporation          1,000    100%     No
157. Pulte Diversified Companies, Inc.     Michigan         1,000        Pulte Homes, Inc.            1,000    100%     No     Yes
158. Pulte Financial Companies, Inc.       Michigan         1,000        Pulte Homes, Inc.            1,000    100%     No
159. Pulte Funding, Inc.                   Michigan                     Pulte Mortgage LLC                     100%     No
160. Pulte Home Corporation                Michigan         1,000  Pulte Diversified Companies,       1,000    100%     No     Yes
                                                                               Inc.
161.    Pulte Home Corporation of The      Michigan         1,000     Pulte Home Corporation          1,000    100%     No     Yes
               Delaware Valley
162. Pulte Home Sciences of Virginia, LLC  Michigan                     PHS Virginia, Inc.                     100%     No
163. Pulte Home Sciences, LLC              Michigan                 Pulte Homes of Michigan LLC                100%     No
164. Pulte Homes of Greater Kansas City,   Michigan         1,000     Pulte Home Corporation          1,000    100%     No     Yes
     Inc.
165. Pulte Homes of Indiana, LLC            Indiana                Sean/Christopher Homes, Inc.                 50%     No
                                                                       Pulte-IN Corporation                     50%
</TABLE>

<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>
166. Pulte Homes of Michigan I, Limited    Michigan                            P/MI                             99%     No
     Partnership                                                       Pulte MI Holding Corp                     1%
167. Pulte Homes of Michigan LLC           Michigan                      Pulte Homes, Inc.                     100%     No     Yes
168. Pulte Homes of Minnesota Corporation  Minnesota        1,000     Pulte Home Corporation          1,000    100%     No     Yes
169. Pulte Homes of New England LLC        Michigan                     PHNE Business Trust                    100%     No     Yes
170. Pulte Homes of New Mexico, Inc.       Michigan         1,000     Pulte Home Corporation          1,000    100%     No     Yes
171. Pulte Homes of New York, Inc.         Michigan        10,000     Pulte Home Corporation         10,000    100%     No     Yes
172. Pulte Homes of NJ, LP                 Michigan                     PHC/Delaware Valley                      1%     No     Yes
                                                                            Preserve II                         99%
173. Pulte Homes of Ohio LLC                 Ohio                        Pulte Homes, Inc.                     100%     No     Yes
174. Pulte Homes of PA, LP                 Michigan                     PHC/Delaware Valley                      1%     No     Yes
                                                                            Preserve II                         99%
175. Pulte Homes of South Carolina, Inc.   Michigan         1,000     Pulte Home Corporation          1,000    100%     No
176. Pulte Homes of Texas, L.P.              Texas                  Pulte Texas Holdings, Inc.               99.90%     No     Yes
                                                                            PN I, Inc.                        0.10%     No
177. Pulte Homes Tennessee Limited          Nevada                    RN Acquisition 2 Corp.                 74.40%     No
     Partnership                                                        Radnor Homes, Inc.                   25.60%     No
178. Pulte Homes, Inc.                     Michigan                       Publicly Traded                               No
179. Pulte Georgia Holdings LLC            Michigan                   Pulte Home Corporation                   100%
180. Pulte Internacional Mexico S. DE       Mexico         50,000          Controladora              49,500     99%     No
     R.L. DE C.V.                                                   Pulte International-Mexico,         500      1%
                                                                               Inc.
181. Pulte International Building          Michigan         1,000  Pulte International Caribbean      1,000    100%     No
     Corporation                                                               Corp.
182. Pulte International Caribbean Corp.   Michigan         1,000 Pulte International Corporation     1,000    100%     No
183. Pulte International Caribbean II,     Michigan               99% Pulte Realty Holdings, Inc.              100%
     Limited Partnership                                                 1% Putle RC, LLC
184. Pulte International Corporation       Michigan         1,000  Pulte Diversified Companies,       1,000    100%     No
                                                                               Inc.
185. Pulte International Mexico Limited    Michigan         1,000     99% Pulte International         1,000    100%     No
     Partnership                                                            Corporation
                                                                       1% PIMI Holdings LLC
186. Pulte Land Company, LLC               Michigan                      Pulte Homes, Inc.                     100%     No     Yes
187. Pulte Land Development Corporation    Michigan         1,000     Pulte Home Corporation          1,000    100%     No
188. Pulte Lifestyle Communities, Inc.     Michigan         1,000     Pulte Home Corporation          1,000    100%     No
189. 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
190. Pulte Mexico Division Centro Sur       Mexico                  Pulte Mexico, S. de R.L. de               99.9%     No
                                                                               C.V.                                     No
                                                                      Pulte International -                     .1%
                                                                           Mexico, Inc.
191. Pulte Mexico Division Norte, S. DE     Mexico                 Pulte Mexico S. DE RL DE C.V.              96.7%     No
     RL DE C.V.                                                           Pulte International -                3.3%     No
                                                                  Mexico, Inc.
192. Pulte Mexico, S. de R.L. de C.V.       Mexico                Controladora PHC, S.A. de C.V.                64%     No
</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>
193. Pulte Michigan Holdings Corporation   Michigan        10,000     Pulte Home Corporation                   100%     No
194. Pulte Michigan Services, LLC          Michigan                Pulte Diversified Companies,                100%     No
                                                                               Inc.
195. Pulte Midwest Title, Inc.              Arizona                    Del Webb Corporation                    100%
196. Pulte Mortgage LLC                    Delaware                   Pulte Home Corporation                   100%     No
197. Pulte Payroll Corporation             Michigan         1,000     Pulte Home Corporation          1,000    100%     No
198. Pulte RC, LLC                         Michigan                 Pulte Realty Holdings, Inc.                100%
199. Pulte Real Estate Company              Florida           200       Dean Realty Company             200    100%     No
200. Pulte Realty Corporation               Arizona         1,000        Pulte Homes, Inc.            1,000    100%     No     Yes
201. Pulte Realty Holdings, Inc.           Michigan        60,000        Pulte Homes, Inc.            1,000    100%     No
202. Pulte S.R.L.                          Argentina                Pulte Argentina Corporation                 50%     No
                                                                       Pulte SRL Corporation                    50%
203. Pulte SA Corporation                  Michigan         1,000 Pulte International Corporation     1,000    100%     No
204. Pulte Services California, LLC        Michigan                  Marquette Title Insurance                 100%     No
                                                                              Company
205. Pulte Services Corporation            Michigan         1,000     Pulte Home Corporation          1,000    100%     No
206. Pulte SRL Holdings, LLC               Michigan                 Pulte International Mexico                 100%     No
                                                                        Limited Partnership
207. Pulte Texas Holdings, Inc.            Michigan         1,000           PNII, Inc.                1,000    100%     No
208. Pulte Title Agency of Michigan,       Michigan                    PHC Title Corporation                    49%     No
     L.L.C.
209. Pulte Title Agency of Minnesota,      Minnesota                   PHC Title Corporation                    80%     No
     L.L.C.
210. Pulte Title Agency of Ohio, Limited     Ohio                      PHC Title Corporation                    49%     No
     Liability Company
211. Pulte Trades of North Carolina, LLC   Michigan                   Pulte Home Corporation                   100%     No
212. Pulte Urban Renewal, LLC             New Jersey                     Preserve I, Inc.                      100%
213. Pulte.com, Inc.                       Michigan        10,000        Pulte Homes, Inc.           10,000    100%     No
214. Pulte-IN Corporation                  Michigan         1,000   Pulte Homes of Michigan LLC       1,000    100%     No     Yes
215. Radnor Homes, Inc.                    Michigan         1,000        Pulte Homes, Inc.            1,000    100%     No     Yes
216. Residencial Riviera, S.A. de C.V.      Mexico                Controladora PHC, S.A. de C.V.                25%     No
217. Residencias del Norte Limitada          Chile                    Pulte Chile Corporation                99.90%     No
                                                                       Pulte SA Corporation                   0.10%     No
218. Riverwalk of the Palm Beaches          Florida         5,000       DiVosta Homes, L.P.           5,000    100%     No
     Development Company, Inc.
219. RN Acquisition 2 Corp.                 Nevada          1,000        Pulte Homes, Inc.            1,000    100%     No     Yes
220. Sean/Christopher Homes, Inc.          Michigan           750   Pulte Homes of Michigan LLC         750    100%     No     Yes
221. Shorepointe Village Homes, L.L.C.     Michigan                      Pulte Homes, Inc.                    82.5%     No
222. South Natick Hills, LLC               Michigan               Pulte Homes of New England LLC               100%
223. Spa L Builders LLC                   California                  Pulte Home Corporation                  38.6%     No
224. Springfield Golf Resort, L.L.C.        Arizona                  PC/BRE Springfield L.L.C.                  88%     No
225. Springfield Realty Corporation        Michigan         2,500  Pulte Arizona Services, Inc.       2,500    100%     No
226. Spruce Creek South Utilities, Inc.     Florida            50     Del Webb's Spruce Creek            50    100%     No
     (Assets sold to                                                       Communities,
</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>
     Florida Water Utility Co. 6/30/00)                                        Inc.
227. Stetson Ventures II, LLC               Arizona                   Pulte Home Corporation                   100%     No
228. Sun City Homes, Inc. (formerly Del     Nevada            100      Del Webb Corporation             100    100%     No
     E. Webb Finance Company)
229. Sun City Sales Corporation            Michigan         1,000    Del Webb Communities, Inc        1,000    100%     No
230. Sun City Title Agency Co.              Arizona       100,000    Del Webb Communities, Inc      100,000    100%     No
231. Sun City Title Agency of Illinois,     Arizona         1,000      Del Webb Corporation           1,000    100%     No
     Inc.
232. Sun State Insulation Co., Inc.         Arizona         1,000    Del Webb Communities, Inc        1,000    100%     No
233. Terravita Corp.                        Arizona         1,000      Del Webb Corporation           1,000    100%     No     Yes
234. Terravita Home Construction Co.        Arizona         1,000      Del Webb Corporation           1,000    100%     No     Yes
235. Thunderbird Lodge Holding Corp.        Arizona           100   Del Webb Communities, Inc.          100    100%     No
236. TVM Corporation                       Michigan         1,000     Pulte Home Corporation          1,000    100%     No
237. Upper Gwynedd Development, Limited    Michigan                    99% Preserve II, Inc.                   100%
     Partnership                                                   1% Pulte Home Corporation of
                                                                        the Delaware Valley
238. Village Walk Development Company,      Florida         5,000       DiVosta Homes, L.P.           5,000    100%     No
     Inc.
239. Wil Corporation                       Michigan         1,000     Pulte Home Corporation          1,000    100%     No     Yes
240. Wilben II Limited Partnership         Maryland                     PBW Corporation                         99%     No
                                                                        Wil Corporation                          1%
241. Wilben, LLLP                          Maryland                     Wil Corporation                         95%     No
                                                                        PBW Corporation                          5%
242. Williams' Field at Perry Hall, LLC    Maryland                     Wil Corporation                        100%     No
243. Willow Brook Associates Limited      Massachusetts           Pulte Homes of New England, LLC               99%     No
     Partnership
</TABLE>

                                       8
<PAGE>

                                SCHEDULE 6.21(b)

                                   INVESTMENTS

                                      None

                                       1
<PAGE>

                                  SCHEDULE 6.25

                          LABOR CONTRACTS AND DISPUTES

                                      None

                                       1
<PAGE>

                                  SCHEDULE 11.1

                                     NOTICES

Borrower:

Pulte Homes, Inc.
100 Bloomfield Hills Parkway
Suite 300
Bloomfield Hills, MI  48304
Attn:  Bruce E. Robinson
Telecopy No.: (248) 433-4529

with a copy to:

Pulte Homes, Inc.
100 Bloomfield Hills
Suite 300
Bloomfield Hills, MI  48304
Attn:  Calvin Boyd
Telecopy No.: (248) 433-4529

Administrative Agent

Bank One, NA
131 S. Dearborn
Chicago, IL 60670
Attn:  Patt Schiewitz
Telecopy No.: (312) 325-3122

                                       1
<PAGE>

                                   EXHIBIT 1.1

                               SUBSIDIARY GUARANTY

      THIS SUBSIDIARY GUARANTY (this "Guaranty") is made as of September 16,
2004, 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
Bank One, NA, a national banking association having its principal office in
Chicago, Illinois, as Administrative Agent, and certain other Lenders from time
to time party thereto have entered into a certain Amended and Restated Credit
Agreement dated September 16, 2004 (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

                                       1
<PAGE>

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.

      (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

                                       2
<PAGE>

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:

            (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

                                       3
<PAGE>

      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 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

                                       4
<PAGE>

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.

            (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

                                       5
<PAGE>

      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 9.4 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 11.1 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 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.

                                       6
<PAGE>

      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 ILLINOIS. EACH OF THE SUBSIDIARY GUARANTORS HEREBY SUBMITS TO THE
NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING IN CHICAGO,
ILLINOIS AND FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING 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.

      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

                                       7
<PAGE>

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 7.12 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 October 1, 2003.

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]

                                       8
<PAGE>

                                    EXHIBIT A

                              SUPPLEMENTAL GUARANTY

                                     [Date]

Bank One, NA, as Administrative Agent

Ladies and Gentlemen:

            Reference is hereby made to (i) that certain Amended and Restated
Credit Agreement, dated as of September 16, 2004, as amended, among Pulte Homes,
Inc., the lenders from time to time parties thereto (the "Lenders"), and Bank
One, NA, 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 7.12 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 Illinois (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:

                                       9
<PAGE>

                                   EXHIBIT 1.2

                    INTERCREDITOR AND SUBORDINATION AGREEMENT

      THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Intercreditor
Agreement"), dated as of September __, 2004, 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"), BANK ONE, NA, 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 ______________________________, 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 Amended and Restated Credit
Agreement, dated as of September 16, 2004 (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) 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) 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.

                                   ARTICLE II

                             Terms of Subordination

2.1 Subordination.

                                       2
<PAGE>

      (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 in full and
      satisfied, 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.

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

                                       3
<PAGE>

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.

                                   ARTICLE VI

                                       5
<PAGE>

                     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.

To Administrative Agent:                  Bank One, NA
                                          131 S. Dearborn Street
                                          Chicago, IL  60670
                                          Attn: Patt Schiewitz
                                          Ph:   (312) 325-3132

                                       6
<PAGE>

                                          Fax:  (312) 325-3122

To the Trustee:                           ______________________________________
                                          ______________________________________
                                          ______________________________________
                                          ______________________________________
                                          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.

7.7 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

                                       7
<PAGE>

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 October 1, 2003.

                                       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:                          BANK ONE, NA,
                                          as Administrative Agent for the
                                          Revolving Credit Lenders

                                          By:   ________________________________
                                          Name: ________________________________
                                          Title:________________________________

SENIOR CREDITOR:                          __________________________________, 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 BANK ONE, N.A. and _____________________________________, in
their capacity as Senior Creditors (the "Senior Creditors") under that certain
Intercreditor and Subordination Agreement, dated as of September 16, 2004, 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 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 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 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 Agreement to be duly
executed by its authorized officer, as of the day and year first above written.

                                          [NEW REIT]

                                          By:   ________________________________
                                          Name: ________________________________
                                          Title:________________________________

Acknowledged and Accepted

                                       10
<PAGE>

BANK ONE, NA, as Administrative Agent,
in its capacity as a Senior Creditor

By:   ________________________________
Name: ________________________________
Title:________________________________

_____________________________________________, as
Trustee, in its capacity as a Senior Creditor

By:   ________________________________
Name: ________________________________
Title:________________________________

                                       11
<PAGE>

                                 EXHIBIT 2.1(e)

                            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 Amended and Restated Credit Agreement
dated as of September 16, 2004, by and among Pulte Homes, Inc., a Michigan
corporation (the "Borrower"), Bank One, NA, 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 2.1(e) of the Credit Agreement, the Borrower has
requested an increase in the Revolving Committed Amount from $_______________ to
$__________________. Such increase in the Revolving Committed 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 2.1(e)) OF THE CREDIT AGREEMENT]. In
connection with such requested increase in the Revolving Committed Amount, 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.

      2. 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, to
the extent of its Commitment, 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 7.1(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

                                        1
<PAGE>

into this Commitment and Acceptance 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 Non-U.S. Lender, attached to this
Commitment and Acceptance is 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 Administrative 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.*

*If the Accepting Lender is already a party to the Credit Agreement prior to the
Increase Date, only the bracketed provision needs to be included.

      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 Illinois.

      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 Schedule 1.

                                        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:

                                          BANK ONE, NA, as ADMINISTRATIVE AGENT

                                          By: __________________________
                                          Name:
                                          Title:

COMMITMENT:                               ACCEPTING LENDER:

$_______________________                  [NAME OF ACCEPTING LENDER]

                                          By: ___________________________
                                          Name:  ________________________
                                          Title:  _________________________

                                        3
<PAGE>

                                   SCHEDULE 1
                          TO COMMITMENT AND ACCEPTANCE

1. Attach Accepting Lender's Administrative Information Sheet, which must
include its payment instructions and notice address.

                                        4
<PAGE>

                                 EXHIBIT 2.1(f)

                                      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 Section 2 of the Agreement (as
hereinafter defined), in immediately available funds at the main office of Bank
One, NA in Chicago, Illinois, 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.

      The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.

      This Note is one of the Revolving Notes issued pursuant to, and is
entitled to the benefits of, the Amended and Restated Credit Agreement dated as
of September __, 2004 (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 Bank One, NA, 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>

                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                            NOTE OF PULTE HOMES, INC.
                           DATED _______________, 200_

<TABLE>
<CAPTION>
Principal         Maturity          Principal
Amount of        of Interest          Amount           Unpaid
  Loan             Period              Paid           Balance
---------        -----------        ---------         -------
<S>              <C>                <C>               <C>
</TABLE>

                                        2

<PAGE>

                                 EXHIBIT 2.2(e)

                                 SWINGLINE NOTE

$50,000,000.00                                                September __, 2004

      Pulte Homes, Inc., a Michigan corporation (the "Borrower") promises to pay
to the order of Bank One, NA (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 Bank One, NA, in Chicago,
Illinois, 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 Amended and Restated Credit Agreement, dated as of September
__, 2004 (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 Bank One, NA, 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:

                                        1

<PAGE>

                                 EXHIBIT 7.1(c)

                          FORM OF OFFICER'S CERTIFICATE

TO: BANK ONE, NA, as Administrative Agent

RE:   Credit Agreement dated as of September __, 2004 among PULTE HOMES, INC., a
      Michigan corporation (the "Borrower"), the Lenders identified therein,
      Bank One, NA 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 7.2 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

<PAGE>

                                 EXHIBIT 11.3(b)

                              ASSIGNMENT AGREEMENT

            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 (including any letters of
credit, guarantees, and swingline loans included therein) 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(s): ______________________________

4.    Administrative Agent: ______________________, as the administrative agent
      under the Credit Agreement

____________

(1) Select as applicable.

                                        1

<PAGE>

5.    Credit Agreement: [The [amount] Credit Agreement dated as of _______ among
                        [name of Borrower(s)], the Lenders parties thereto,
                        [name of Administrative Agent], as Administrative Agent,
                        and the other agents parties thereto]

6.    Assigned Interest:

<TABLE>
<CAPTION>
        Aggregate Amount of             Amount of Commitment/Loans          Percentage Assigned of
 Commitment/Loans for all Lenders                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:

------------

(2) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder.

                                        2

<PAGE>

[Consented to and](3) Accepted:

[NAME OF ADMINISTRATIVE AGENT], as
  Administrative Agent

By_________________________________
  Title:

[Consented to:](4)

[NAME OF RELEVANT PARTY]

By________________________________
  Title:

-------------

(3) To be added only if the consent of the Administrative Agent is required by
the terms of the Credit Agreement.

(4) To be added only if the consent of the Borrower and/or other parties is
required by the terms of the Credit Agreement.

                                        3

<PAGE>

                                                                         ANNEX 1

                            [__________________](5)

                        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 Credit Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Credit 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 Credit 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 Credit 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 7.1(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 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
Non-U.S. Lender, 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

------------

(5) Describe Credit Agreement at option of Administrative Agent.

                                        1

<PAGE>

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. 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 Illinois.

                                        2
<PAGE>

                                                                 EXHIBIT 10.1(a)

                    Existing LC's under Pulte Home Inc.                  Page: 1

PULTE HOMES INC. EXISTING LETTERS OF CREDIT
                                 As of 09/16/04

EXISTING LETTERS OF CREDIT

<TABLE>
<CAPTION>
BANK ONE L/C'S             LETTER OF CREDIT NO.      OUTSTANDINGS    EXPIRATION DATE      PURPOSE*
----------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>              <C>               <C>
BANK ONE                        SLT335979           $ 1,901,784.14     11/01/2004      Insur-Related

BANK ONE                        SLT335980           $ 2,569,872.07     11/01/2004        Financial

BANK ONE                        SLT751439           $   968,775.00     10/07/2004      Insur-Related

BANK ONE                        SLT751440           $   895,908.25     12/31/2004       Performance

BANK ONE                        SLT751442           $   678,100.00     10/15/2005       Performance

BANK ONE                        SLT751443           $    73,200.00     10/15/2005       Performance

BANK ONE                        SLT343879           $   417,609.00     11/26/2004       Performance

BANK ONE                        SLT343880           $   109,800.00     10/30/2005       Performance

BANK ONE                        SLT343881           $ 3,275,500.00     10/30/2005       Performance

BANK ONE                        SLT751453           $    11,226.00     11/03/2004       Performance

BANK ONE                        SLT751454           $    30,327.00     11/03/2004       Performance

BANK ONE                        SLT751462           $    45,400.00     10/31/2005       Performance

BANK ONE                        SLT751463           $    23,075.00     10/31/2005       Performance

BANK ONE                        SLT751464           $   423,662.00     11/18/2005       Performance

BANK ONE                        SLT751466           $10,787,009.32     02/10/2005        Financial

BANK ONE                        SLT751475           $   348,000.00     11/24/2004       Performance

BANK ONE                        SLT751480           $ 2,217,709.00     12/01/2004        Insurance

BANK ONE                        SLT751486           $ 3,093,239.00     12/03/2004       Performance

BANK ONE                        SLT751491           $   129,062.43     06/30/2005        Financial

BANK ONE                        SLT346767           $   576,682.00     02/25/2005        Financial

BANK ONE                        SLT751499           $    60,740.61     01/21/2005       Performance

BANK ONE                        SLT751501           $   516,775.45     01/20/2006       Performance

BANK ONE                        SLT751502           $ 1,443,778.89     01/20/2006       Performance
</TABLE>

<PAGE>

                    Existing LC's under Pulte Home Inc.                  Page: 2

<TABLE>
<S>                        <C>                      <C>              <C>               <C>
BANK ONE                        SLT751503           $   497,204.06     01/20/2006       Performance

BANK ONE                        SLT751509           $    50,000.00     01/28/2005       Performance

BANK ONE                        SLT751510           $     3,450.00     01/05/2005       Performance

BANK ONE                        SLT751512           $    50,000.00     02/04/2005       Performance

BANK ONE                        SLT751514           $   131,875.00     02/04/2006        Financial

BANK ONE                        SLT751523           $   619,218.75     02/16/2006       Performance

BANK ONE                        SLT751524           $    24,150.00     01/26/2005        Financial

BANK ONE                        SLT751525           $   100,000.00     02/10/2005        Financial

BANK ONE                        SLT751529           $   500,000.00     09/13/2005        Financial

BANK ONE                        SLT430028           $ 3,456,945.80     05/01/2005       Performance

BANK ONE                        SLT430033           $ 1,365,822.80     05/03/2005       Performance

BANK ONE                        SLT430035           $ 1,890,125.81     05/03/2005       Performance

BANK ONE                        SLT430134           $   433,119.00     04/06/2005       Performance

BANK ONE                        SLT430183           $ 1,818,339.58     04/19/2005       Performance

BANK ONE                        SLT430184           $   525,613.78     04/19/2005       Performance

BANK ONE                        SLT430051           $   200,483.00     04/07/2005       Performance

BANK ONE                        SLT430216           $   195,907.80     05/01/2006       Performance

BANK ONE                        SLT430234           $    14,115.00     05/30/2005       Performance

BANK ONE                        SLT430235           $   689,282.00     05/30/2005       Performance

BANK ONE                        SLT430333           $ 1,000,000.00     07/01/2005        Financial

BANK ONE                        SLT430334           $   286,000.00     07/01/2005       Performance

BANK ONE                        SLT430339           $   352,700.00     07/31/2006       Performance

BANK ONE                        SLT430344           $   462,318.00     07/07/2005       Performance

BANK ONE                        SLT430358           $   900,703.00     07/08/2006       Performance

BANK ONE                        SLT430398           $   776,637.80     07/30/2005       Performance

BANK ONE                        SLT430399           $   219,395.63     07/28/2005       Performance

BANK ONE                        SLT430400           $   406,904.88     07/28/2005       Performance

BANK ONE                        SLT430401           $   506,065.63     07/28/2005       Performance

BANK ONE                        SLT430402           $ 4,103,377.50     07/28/2005       Performance
</TABLE>

<PAGE>

                          Existing LC's under Pulte Home Inc.            Page: 3

<TABLE>
<S>                        <C>                      <C>              <C>                <C>
BANK ONE                        SLT430403           $1,061,906.25      07/28/2005       Performance

BANK ONE                        SLT430404           $1,146,525.00      07/28/2005       Performance

BANK ONE                        SLT430405           $  415,816.25      07/28/2005       Performance

BANK ONE                        SLT430406           $   92,900.00      07/28/2005       Performance

BANK ONE                        SLT430407           $   89,375.00      07/28/2005       Performance

BANK ONE                        SLT430429           $2,000,000.00      08/09/2005       Performance

BANK ONE                        SLT430432           $  332,000.00      08/09/2005       Performance

BANK ONE                        SLT430526           $9,665,592.00      09/14/2005       Performance

BANK ONE                        SLT430528           $8,090,134.00      09/14/2005       Performance

                                                    -------------
                              TOTAL BANK ONE        75,071,238.48
                                                    =============
</TABLE>

<TABLE>
COMERICA L/C'S             LETTER OF CREDIT NO.      OUTSTANDINGS    EXPIRATION DATE       PURPOSE*
----------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>              <C>                 <C>
COMERICA                          506007            $   418,000.00     06/08/2005        Performance

COMERICA                          506008            $   332,000.00     06/08/2005        Performance

COMERICA                          506009            $   373,000.00     06/08/2005        Performance

COMERICA                          506010            $   534,000.00     06/08/2005        Performance

COMERICA                          506012            $    10,000.00     04/14/2005        Performance

COMERICA                          506021            $    50,000.00     04/26/2005        Performance

COMERICA                          506022            $   942,864.00     04/26/2005        Performance

COMERICA                          506023            $     9,843.00     04/26/2005        Performance

COMERICA                          506026            $    31,200.00     04/26/2005        Performance

COMERICA                          506027            $   103,445.00     04/26/2005        Performance

COMERICA                          506031            $   200,000.00     11/01/2005        Performance

COMERICA                          506054            $   653,507.04     07/30/2005        Performance

COMERICA                          506057            $ 1,716,873.00     08/31/2005        Performance

COMERICA                          506064            $   543,334.50     12/28/2005        Performance

COMERICA                          511074            $ 4,666,343.00     02/15/2005         Financial

COMERICA                          511395            $14,121,636.00     05/01/2005         Financial

COMERICA                          526021            $   500,000.00     11/01/2004         Financial
</TABLE>

<PAGE>

                      Existing LC's under Pulte Home Inc.                Page: 4

<TABLE>
<S>                        <C>                      <C>              <C>                 <C>
COMERICA                          535729            $    32,000.00     10/29/2004        Performance

COMERICA                          547625            $    25,000.00     09/15/2005        Performance

COMERICA                          547694            $   112,500.00     09/30/2005        Performance

COMERICA                          575196            $ 1,722,995.00     06/25/2005        Performance

COMERICA                          576583            $    20,000.00     08/20/2005        Performance

COMERICA                          578243            $     3,935.00     11/03/2004        Performance

COMERICA                          578650            $   131,330.00     11/01/2004        Performance

COMERICA                          580674            $   602,054.00     02/06/2005        Performance

COMERICA                          582013            $   102,000.00     04/02/2005        Performance

COMERICA                          582374            $    37,500.00     04/16/2005        Performance

COMERICA                          583037            $ 1,223,964.00     05/17/2005        Performance

COMERICA                          583164            $     2,500.00     05/21/2005        Performance

COMERICA                          585451            $     3,750.00     08/31/2005        Performance

COMERICA                          585452            $    56,038.00     08/31/2005        Performance

COMERICA                          585455            $   174,400.00     08/31/2005        Performance

COMERICA                          585456            $   228,047.00     08/31/2005        Performance

COMERICA                          585457            $   174,067.00     08/31/2005        Performance

COMERICA                          585460            $   496,555.00     08/31/2005        Performance

COMERICA                          585564            $    65,000.00     08/31/2005        Performance

COMERICA                          585735            $    50,000.00     09/10/2005        Performance

COMERICA                        545620-01           $ 3,686,739.00     05/15/2005        Performance

COMERICA                          586012            $   134,000.00     09/20/2005        Performance

COMERICA                          586013            $   200,000.00     09/20/2005        Performance

COMERICA                          586108            $   156,225.00     09/25/2004        Performance

COMERICA                          586109            $   483,609.00     09/23/2004        Performance

COMERICA                          586125            $    33,800.00     09/24/2004        Performance

COMERICA                          586190            $    22,500.00     09/25/2004        Performance
</TABLE>

<PAGE>

                    Existing LC's under Pulte Home Inc.                  Page: 5

<TABLE>
<S>                        <C>                      <C>              <C>                 <C>
COMERICA                          586740            $1,000,000.00      10/19/2005        Performance

COMERICA                          586779            $   34,625.00      10/22/2004        Performance

COMERICA                          587081            $  251,650.00      11/04/2005        Performance

COMERICA                          587281            $   95,000.00      11/30/2005        Performance

COMERICA                          587522            $2,490,000.00      11/23/2004        Performance

COMERICA                          587538            $2,516,000.00      11/23/2004        Performance

COMERICA                          587595            $  250,000.00      11/30/2005        Performance

COMERICA                          587662            $  650,000.00      11/03/2004        Performance

COMERICA                          588364            $  139,006.00      12/30/2004        Performamce

COMERICA                          588365            $  131,443.00      12/30/2004        Performance

COMERICA                          588779            $   28,390.00      01/17/2005        Performance

COMERICA                          589432            $   10,950.00      02/14/2005        Performance

COMERICA                          590118            $   61,330.68      03/14/2005        Performance

COMERICA                          590454            $   89,832.40      03/22/2005        Performance

COMERICA                          590587            $  174,000.00      03/28/2005        Performance

COMERICA                          590744            $   83,744.00      03/31/2005        Performance

COMERICA                          590745            $   56,838.00      03/31/2005        Performance

COMERICA                          590947            $  416,784.50      04/07/2005        Performance

COMERICA                          591288            $  579,600.00      04/19/2005        Performance

COMERICA                          591651            $1,800,000.00      10/28/2005        Performance

COMERICA                          591652            $  171,800.00      10/28/2005        Performance

COMERICA                          592032            $   64,500.00      05/19/2006        Performance

COMERICA                          592040            $1,800,000.00      05/19/2005        Performance

COMERICA                          592188            $   60,600.00      06/06/2005        Performance

COMERICA                          592189            $  606,000.00      06/06/2005        Performance

COMERICA                          592414            $   37,500.00      05/26/2006        Performance
</TABLE>

<PAGE>

                 Existing LC's under Pulte Home Inc.                     Page: 6

<TABLE>
<S>                        <C>                      <C>              <C>                 <C>
COMERICA                          592563            $ 1,000,000.00     06/07/2005         Financial

COMERICA                        592626-04           $    13,500.00     06/07/2005         Financial

COMERICA                        592838-04           $ 1,062,953.00     06/15/2005         Financial

COMERICA                        592951-04           $   181,250.00     06/20/2005        Performance

COMERICA                          593263            $   214,807.00     06/30/2005        Performance

COMERICA                          593245            $    60,750.00     06/29/2005        Performance

COMERICA                          593242            $    16,500.00     06/29/2005        Performance

COMERICA                          593241            $    15,000.00     06/29/2005        Performance

COMERICA                          593631            $   193,000.00     07/14/2005        Performance

COMERICA                          593632            $    22,500.00     07/14/2006        Performance

COMERICA                          594130            $   101,000.00     07/29/2005        Performance

COMERICA                          594131            $     5,000.00     07/29/2005        Performance

COMERICA                          594133            $   434,700.00     07/29/2005        Performance

COMERICA                          594218            $   947,292.00     08/05/2005        Performance

COMERICA                          594423            $ 3,306,500.00     08/11/2005        Performance

COMERICA                          594424            $   587,400.00     08/11/2005        Performance

COMERICA                          594782            $     9,750.00     08/11/2005        Performance

COMERICA                          595058            $ 2,045,577.00     08/11/2005        Performance
                                                    --------------
                              TOTAL COMERICA        $59,003,626.12
                                                    ==============
</TABLE>

<TABLE>
<CAPTION>
COMPASS L/C'S              LETTER OF CREDIT NO.      OUTSTANDINGS    EXPIRATION DATE      PURPOSE*
----------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>              <C>                 <C>
COMPASS BANK                      25559             $  109,500.00      03/06/2005        Performance

COMPASS BANK                      25560             $  564,427.70      03/06/2005        Performance

COMPASS BANK                      25561             $  364,416.00      03/06/2005        Performance

COMPASS BANK                      26163             $  382,050.00      07/07/2005        Performance
                                                    -------------
                            TOTAL COMPASS BANK      $1,420,393.70
                                                    =============
</TABLE>

<PAGE>

                   Existing LC's under Pulte Home Inc.                   Page: 7

<TABLE>
<CAPTION>
PNC L/C'S                  LETTER OF CREDIT NO.      OUTSTANDINGS    EXPIRATION DATE     PURPOSE*
----------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>              <C>               <C>
PNC                               257306            $   271,205.00   05/05/2005        Performance

PNC                               257965            $   705,812.00   05/26/2005        Performance

PNC                               257966            $ 1,557,907.00   06/03/2005        Performance

PNC                               258087            $    20,752.05   06/04/2005        Performance

PNC                               260987            $ 2,170,834.27   09/29/2005        Performance

PNC                             S261774NJY          $   344,137.73   12/28/2004        Performance

PNC                             S261777NJY          $   139,951.50   08/18/2005        Performance

PNC                             S261780NJY          $   201,988.69   08/18/2005        Performance

PNC                             S261781NJY          $    70,791.61   08/18/2005        Performance

PNC                             S262359NJY          $   218,010.00   11/20/2004        Performance

PNC                               265560            $ 7,343,580.00   04/08/2005        Performance

PNC                               265687            $   503,401.09   04/15/2005        Performance

PNC                               265688            $ 2,067,124.50   04/15/2005        Performance

PNC                               265689            $ 1,863,123.38   04/15/2005        Performance

PNC                               265811            $   820,282.87   03/12/2005        Performance

PNC                              18100346           $    22,240.07   07/30/2007        Performance

PNC                              18100347           $ 1,294,959.45   07/26/2005        Performance

PNC                              5069900            $ 5,755,200.00   09/02/2005        Performance

PNC                               507990            $   590,863.20   09/02/2005        Performance
                                                    --------------
                              TOTAL PNC BANK        $25,962,164.41
                                                    ==============
</TABLE>

<TABLE>
<CAPTION>
STANDARD FEDERAL L/C'S     LETTER OF CREDIT NO.      OUTSTANDINGS    EXPIRATION DATE      PURPOSE*
----------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>              <C>                 <C>
STANDARD FEDERAL                  450065            $726,700.00        04/12/2005        Performance

STANDARD FEDERAL                  450118            $ 79,750.00        02/10/2005        Performance

STANDARD FEDERAL                  450160            $130,000.00        10/01/2004        Performance

STANDARD FEDERAL                  450169            $  5,000.00        05/17/2005        Performance

STANDARD FEDERAL                  450171            $ 10,710.00        06/03/2005        Performance

STANDARD FEDERAL                  450172            $250,000.00        10/13/2004        Performance

STANDARD FEDERAL                  450173            $ 35,071.50        06/03/2005        Performance

STANDARD FEDERAL                  450174            $ 20,000.00        06/23/2005        Performance
</TABLE>

<PAGE>

                  Existing LC's under Pulte Home Inc.                    Page: 8

<TABLE>
<S>                        <C>                      <C>              <C>                 <C>
STANDARD FEDERAL                  450176            $  128,975.00      10/13/2004        Performance

STANDARD FEDERAL                  450183            $   18,225.00      06/03/2005        Performance

STANDARD FEDERAL                  450191            $   99,525.00      06/03/2005        Performance

STANDARD FEDERAL                  450193            $   90,000.00      06/18/2005        Performance

STANDARD FEDERAL                  450237            $  655,000.00      05/01/2005        Performance

STANDARD FEDERAL                  450238            $  551,000.00      05/01/2005        Performance

STANDARD FEDERAL                  450263            $    5,590.00      06/30/2005        Performance

STANDARD FEDERAL                  450266            $  954,229.00      06/30/2005        Performance

STANDARD FEDERAL                  450348            $2,132,000.00      07/16/2005        Performance

STANDARD FEDERAL                  450399            $   28,950.00      06/21/2005        Performance

STANDARD FEDERAL                  451588            $  219,667.00      05/15/2005        Performance

STANDARD FEDERAL                  451596            $1,290,764.00      05/15/2005        Performance

STANDARD FEDERAL                  451916            $  460,000.00      10/15/2005        Performance

STANDARD FEDERAL                  451917            $  287,641.00      10/15/2004        Performance

STANDARD FEDERAL                  452121            $1,935,217.90      01/20/2005        Performance

STANDARD FEDERAL                  452137            $1,572,000.00      01/28/2005         Financial

STANDARD FEDERAL                  452444            $  753,795.00      06/11/2005        Performance

STANDARD FEDERAL                 S452871            $  100,000.00      12/12/2004        Performance

STANDARD FEDERAL                  452922            $  833,000.00      02/04/2005        Performance

STANDARD FEDERAL                  452927            $  935,646.00      01/23/2006        Performance

STANDARD FEDERAL                  453095            $1,060,500.00      04/19/2005        Performance

STANDARD FEDERAL                  453120            $3,000,000.00      05/08/2005        Performance
</TABLE>

<PAGE>

               Existing LC's under Pulte Home Inc.                       Page: 9

<TABLE>
<S>                        <C>                      <C>              <C>                 <C>
STANDARD FEDERAL                  453245            $   336,700.00     06/15/2005         Financial

STANDARD FEDERAL                  453271            $ 5,483,750.00     06/24/2005        Performance

STANDARD FEDERAL                 S453293            $ 1,654,500.00     06/25/2005        Performance

STANDARD FEDERAL                 S453483            $   179,500.00     11/11/2004        Performance

STANDARD FEDERAL                 S453594            $ 5,116,558.43     09/12/2005        Performance
                                                    --------------
                          TOTAL STANDARD FEDERAL    $31,139,964.83
                                                    ==============
</TABLE>

<TABLE>
<CAPTION>
BANK OF AMERICA L/C'S      LETTER OF CREDIT NO.       OUTSTANDINGS   EXPIRATION DATE      PURPOSE*
----------------------------------------------------------------------------------------------------
<S>                       <C>                         <C>              <C>               <C>
Bank of America                  3019835               $285,060.00     03/15/2005        Performance

                          TOTAL BANK OF AMERICA        $285,060.00
</TABLE>

<TABLE>
<CAPTION>
SUNTRUST L/C'S             LETTER OF CREDIT NO.       OUTSTANDINGS   EXPIRATION DATE      PURPOSE*
----------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>              <C>                 <C>
SUN TRUST                        F502818            $   315,251.00      01/03/2005        Financial

SUN TRUST                        F503490            $   210,000.00      09/20/2004        Financial

SUN TRUST                         600223            $    94,331.80      04/04/2005       Performance

SUN TRUST                         600224            $    87,581.60      04/04/2005       Performance

SUN TRUST                         600423            $     8,000.00      05/27/2005       Performance

SUN TRUST                         600431            $    67,338.00      06/11/2005       Performance

SUN TRUST                         600432            $    83,252.00      06/11/2005       Performance

SUN TRUST                         600441            $    21,500.00      12/18/2004       Performance

SUN TRUST                         600443            $    94,438.69      12/18/2004       Performance

SUN TRUST                         600463            $    11,000.00      10/30/2005       Performance

SUN TRUST                         600502            $     3,188.00      08/20/2005       Performance

SUN TRUST                         600552            $     3,000.00      09/21/2004       Performance

SUN TRUST                         600554            $     9,600.00      12/14/2004       Performance

SUN TRUST                         600588            $     3,800.00      10/28/2004       Performance

SUN TRUST                         600622            $     1,000.00      12/08/2004       Performance
</TABLE>

<PAGE>

                 Existing LC's under Pulte Home Inc.                    Page: 10

<TABLE>
<S>                        <C>                      <C>              <C>                 <C>
SUN TRUST                         600674            $    7,442.21       01/24/2005       Performance

SUN TRUST                         600705            $  457,620.48       09/21/2004       Performance

SUN TRUST                         600815            $  603,429.83       02/26/2005       Performance

SUN TRUST                         600923            $   98,643.00       02/10/2005       Performance

SUN TRUST                         600993            $   31,000.00       05/16/2005       Performance

SUN TRUST                         601009            $   40,000.00       06/02/2005       Performance

SUN TRUST                         601028            $   80,922.00       06/23/2005       Performance

SUN TRUST                         601030            $  250,000.00       08/01/2005       Performance

SUN TRUST                         601032            $   24,943.00       06/30/2005       Performance

SUN TRUST                         601033            $  230,616.00       06/30/2005       Performance

SUN TRUST                         601034            $  105,885.00       06/30/2005       Performance

SUN TRUST                         601119            $   80,000.00       09/22/2005       Performance

SUN TRUST                         601278            $  195,442.04       11/08/2004       Performance

SUN TRUST                         601329            $  683,267.84       06/21/2005       Performance

SUN TRUST                         601404            $  100,000.00       11/15/2004       Performance

SUN TRUST                         601405            $   32,699.00       11/15/2004       Performance

SUN TRUST                         601406            $   95,802.00       11/15/2004       Performance

SUN TRUST                         601430            $   25,000.00       01/18/2005       Performance

SUN TRUST                         601438            $  339,500.00       11/10/2004       Performance

SUN TRUST                         601448            $   65,150.00       01/15/2005       Performance

SUN TRUST                         601481            $  222,400.00       04/03/2005       Performance

SUN TRUST                         601484            $  250,000.00       04/04/2005       Performance

SUN TRUST                         601492            $   86,300.40       04/08/2005       Performance

SUN TRUST                         601524            $  113,147.01       05/15/2005       Performance

SUN TRUST                         601577            $1,168,913.00       12/30/2004       Performance

SUN TRUST                         601578            $   53,438.00       06/25/2005       Performance

SUN TRUST                         601594            $   19,750.00       07/24/2005       Performance

SUN TRUST                         601601            $  918,778.96       08/12/2004       Performance
</TABLE>

<PAGE>

                 Existing LC's under Pulte Home Inc.                    Page: 11

<TABLE>
<S>                        <C>                      <C>              <C>                 <C>
SUN TRUST                         601603            $   58,607.00       02/08/2005       Performance

SUN TRUST                         601619            $   31,964.00       09/03/2005       Performance

SUN TRUST                         601620            $    8,100.00       09/01/2004       Performance

SUN TRUST                         601628            $  664,479.00       09/20/2004       Performance

SUN TRUST                         601636            $   30,000.00       10/01/2005       Performance

SUN TRUST                         601640            $1,162,524.00       10/02/2005       Performance

SUN TRUST                         601642            $  204,956.25       10/07/2005       Performance

SUN TRUST                         601643            $   10,000.00       10/08/2004       Performance

SUN TRUST                         601650            $  336,464.27       10/16/2005       Performance

SUN TRUST                         601655            $  167,354.90       10/16/2005       Performance

SUN TRUST                         841302            $  148,502.10       06/01/2005        Financial

SUN TRUST                         841367            $  100,000.00       10/01/2004        Financial

SUN TRUST                         841588            $1,570,228.00       07/01/2005        Financial

SUN TRUST                         841664            $  303,381.25       07/29/2005        Financial

SUN TRUST                         841924            $  465,670.00       09/17/2004        Financial

SUN TRUST                         841926            $  407,000.00       09/17/2004        Financial

SUN TRUST                        F840747            $  862,707.00       09/30/2004        Financial

SUN TRUST                        F842180            $   50,000.00       11/17/2004        Financial

SUN TRUST                        F842221            $  250,000.00       12/31/2004        Financial

SUN TRUST                        F842271            $  200,000.00       12/01/2004        Financial

SUN TRUST                        F842282            $1,000,000.00       02/28/2006        Financial

SUN TRUST                        F842510            $  650,000.00       04/01/2006        Financial

SUN TRUST                        F842619            $  375,000.00       01/30/2006        Financial

SUN TRUST                        F842741            $   36,600.00       02/22/2005        Financial

SUN TRUST                        F842792            $  750,000.00       03/26/2005        Financial

SUN TRUST                        F842798            $    1,000.00       02/28/2005        Financial

SUN TRUST                        F842802            $1,250,000.00       10/01/2004        Financial

SUN TRUST                        F842920            $  914,085.00       10/31/2005        Financial

SUN TRUST                        F842954            $1,000,000.00       03/30/2005        Financial
</TABLE>

<PAGE>

                  Existing LC's under Pulte Home Inc.                   Page: 12

<TABLE>
<S>                        <C>                      <C>              <C>                 <C>
SUN TRUST                        F842973            $  190,000.00       04/01/2005        Financial

SUN TRUST                        F842955            $  685,873.38       03/25/2005        Financial

SUN TRUST                        F843034            $  128,000.00       04/13/2005       Performance

SUN TRUST                        F843093            $   88,875.00       06/30/2007        Financial

SUN TRUST                        F843106            $  300,000.00       04/27/2005        Financial

SUN TRUST                        F843173            $  500,000.00       09/28/2005        Financial

SUN TRUST                        F843189            $   50,000.00       05/19/2005        Financial

SUN TRUST                        F843209            $4,000,000.00       06/01/2006        Financial

SUN TRUST                        P000022            $2,072,251.24       10/25/2005       Performance

SUN TRUST                        P000023            $2,357,953.56       10/25/2005       Performance

SUN TRUST                        P000024            $   62,572.12       10/25/2005       Performance

SUN TRUST                        P000029            $  231,429.29       10/30/2005       Performance

SUN TRUST                        P000030            $  192,954.30       10/30/2005       Performance

SUN TRUST                        P000042            $  990,000.00       10/31/2005       Performance

SUN TRUST                        P000043            $  675,000.00       10/31/2005       Performance

SUN TRUST                        P000109            $  150,000.00       12/02/2004       Performance

SUN TRUST                        P000131            $   71,628.75       12/12/2004       Performance

SUN TRUST                        P000286            $  114,855.30       01/30/2005       Performance

SUN TRUST                        P000369            $  219,743.88       04/09/2005       Performance

SUN TRUST                        P000404            $  761,567.00       03/20/2005       Performance

SUN TRUST                        P000440            $  135,907.00       03/31/2005       Performance

SUN TRUST                        P000442            $  187,705.00       03/31/2005       Performance

SUN TRUST                        P000443            $   87,734.00       03/31/2005       Performance

SUN TRUST                        P000482            $  104,949.38       04/26/2005       Performance

SUN TRUST                        P000483            $   24,844.00       04/23/2005       Performance

SUN TRUST                        P000484            $   31,500.00       04/23/2005       Performance

SUN TRUST                        P000485            $  115,500.00       04/23/2005       Performance

SUN TRUST                        P000537            $  774,743.00       07/17/2005       Performance
</TABLE>

<PAGE>

               Existing LC's under Pulte Home Inc.                      Page: 13

<TABLE>
<S>                        <C>                      <C>              <C>                 <C>
SUN TRUST                        P000665            $  114,978.16       07/27/2005       Performance

SUN TRUST                        P000682            $   49,345.00       08/05/2005       Performance

SUN TRUST                        P000695            $  700,000.00       08/08/2005       Performance

SUN TRUST                        P000724            $   88,000.00       04/20/2005       Performance

SUN TRUST                        P000731            $   20,000.00       08/31/2005       Performance

SUN TRUST                        P000747            $   18,900.00       03/29/2005       Performance

SUN TRUST                        P000748            $  122,192.91       03/03/2005       Performance

SUN TRUST                        P000754            $    6,000.00       11/15/2004       Performance

SUN TRUST                        P000755            $   10,000.00       11/15/2004       Performance

SUN TRUST                        P000782            $  154,893.75       09/23/2005       Performance

SUN TRUST                        P000783            $    3,900.00       09/22/2004       Performance

SUN TRUST                        P000784            $   80,000.00       09/22/2005       Performance

SUN TRUST                        P000785            $   98,250.00       09/22/2005       Performance

SUN TRUST                        P000801            $    6,140.00       09/23/2004       Performance

SUN TRUST                        P000802            $   76,550.00       09/23/2004       Performance

SUN TRUST                        P000803            $    8,500.00       09/23/2005       Performance

SUN TRUST                        F841974            $  375,000.00       10/01/2005        Financial

SUN TRUST                        F842062            $4,000,000.00       10/20/2004        Financial

SUN TRUST                        F842067            $  400,000.00       10/23/2004        Financial

SUN TRUST                        P000818            $  779,875.50       10/02/2005       Performance

SUN TRUST                        P000820            $  119,125.00       03/29/2005       Performance

SUN TRUST                        P000837            $1,979,771.88       12/01/2004       Performance

SUN TRUST                        P000838            $  738,072.85       12/01/2004       Performance

SUN TRUST                        P000846            $  224,000.00       10/09/2004       Performance

SUN TRUST                        P000847            $  511,370.00       10/09/2005       Performance

SUN TRUST                        P000850            $   44,278.35       06/01/2005       Performance

SUN TRUST                        P000851            $   33,750.00       06/01/2005       Performance

SUN TRUST                        P000858            $   85,105.76       07/20/2005       Performance

SUN TRUST                        P000859            $   39,994.24       01/25/2005       Performance
</TABLE>

<PAGE>

                   Existing LC's under Pulte Home Inc.                  Page: 14

<TABLE>
<S>                        <C>                      <C>              <C>                 <C>
SUN TRUST                        P000862            $  342,699.31       04/16/2005       Performance

SUN TRUST                        P000863            $  290,945.65       04/16/2005       Performance

SUN TRUST                        P000864            $   83,000.00       10/16/2005       Performance

SUN TRUST                        P000879            $  228,000.00       08/04/2005       Performance

SUN TRUST                        P000880            $   90,918.31       04/24/2005       Performance

SUN TRUST                        P000881            $  102,549.00       11/14/2004       Performance

SUN TRUST                        P000888            $   50,000.00       11/01/2005       Performance

SUN TRUST                        P000895            $   65,713.76       05/03/2005       Performance

SUN TRUST                        P000896            $  119,941.78       05/03/2005       Performance

SUN TRUST                        P000897            $    3,565.00       05/03/2005       Performance

SUN TRUST                        P000898            $   16,549.00       05/03/2005       Performance

SUN TRUST                        P000905            $  162,000.00       11/10/2005       Performance

SUN TRUST                        P000909            $  303,658.65       05/06/2005       Performance

SUN TRUST                        P000910            $   59,767.80       05/06/2005       Performance

SUN TRUST                        P000920            $  159,494.00       05/12/2005       Performance

SUN TRUST                        P000925            $   29,000.00       05/12/2005       Performance

SUN TRUST                        P000933            $  480,000.00       11/15/2004       Performance

SUN TRUST                        P000941            $  471,850.31       12/07/2005       Performance

SUN TRUST                        P000949            $  152,051.00       11/30/2004       Performance

SUN TRUST                        P000959            $   50,000.00       11/30/2004       Performance

SUN TRUST                        P000987            $1,252,476.00       12/10/2005       Performance

SUN TRUST                        P000988            $  205,426.38       12/10/2005       Performance

SUN TRUST                        P000993            $   32,250.00       01/30/2005       Performance

SUN TRUST                        P001011            $  261,463.95       12/22/2004       Performance

SUN TRUST                        P001013            $   42,900.00       12/30/2004       Performance

SUN TRUST                        P001017            $   31,358.83       06/30/2005       Performance

SUN TRUST                        P001024            $  301,500.00       01/15/2006       Performance

SUN TRUST                        P001038            $  130,168.00       01/14/2005       Performance
</TABLE>

<PAGE>

                      Existing LC's under Pulte Home Inc.               Page: 15

<TABLE>
<S>                        <C>                      <C>              <C>                 <C>
SUN TRUST                        P001045            $   16,011.50       01/12/2005       Performance

SUN TRUST                        P001128            $  110,640.00       03/01/2005       Performance

SUN TRUST                        P001136            $   40,053.00       03/15/2005       Performance

SUN TRUST                        P001137            $  267,850.00       03/15/2005       Performance

SUN TRUST                        P001138            $  558,338.00       03/15/2005       Performance

SUN TRUST                        P001139            $  323,576.00       03/15/2005       Performance

SUN TRUST                        P001141            $  367,500.00       03/15/2005       Performance

SUN TRUST                        P001151            $   25,000.00       03/11/2005       Performance

SUN TRUST                        P001154            $  307,813.60       09/10/2005       Performance

SUN TRUST                        P001207            $    7,800.00       04/10/2006       Performance

SUN TRUST                        P001219            $  102,300.00       04/13/2005       Performance

SUN TRUST                        P001220            $  100,218.00       04/13/2005       Performance

SUN TRUST                        P001226            $  304,618.80       05/27/2005       Performance

SUN TRUST                        P001245            $  143,678.05       10/22/2005       Performance

SUN TRUST                        P001264            $  563,600.00       05/06/2005       Performance

SUN TRUST                        P001265            $   16,000.00       05/06/2005       Performance

SUN TRUST                        P001277            $   76,349.00       05/15/2005       Performance

SUN TRUST                        P001285            $1,963,323.72       09/25/2008       Performance

SUN TRUST                        P001286            $   93,881.95       09/25/2008       Performance

SUN TRUST                        P001288            $  364,058.35       09/25/2008       Performance

SUN TRUST                        P001289            $1,594,167.01       09/25/2008       Performance

SUN TRUST                        P001290            $  818,034.10       09/25/2008       Performance

SUN TRUST                        F843258            $   70,800.00       06/18/2005        Financial

SUN TRUST                        P001306            $  968,824.06       06/18/2005       Performance

SUN TRUST                        F843288            $  100,000.00       06/04/2006        Financial

SUN TRUST                        P001316            $   70,000.00       06/07/2006       performance

SUN TRUST                        P001322            $   64,000.00       06/11/2005       performance

SUN TRUST                        P001321            $  146,000.00       06/11/2005       Performance
</TABLE>

<PAGE>

                      Existing LC's under Pulte Home Inc.               Page: 16

<TABLE>
<S>                        <C>                      <C>              <C>                 <C>
SUN TRUST                        P001336            $ 2,650,000.00      06/30/2006       Performance

SUN TRUST                        P001337            $   478,500.00      12/07/2005       Performance

SUN TRUST                        F843303            $   960,700.00      06/11/2005        Financial

SUN TRUST                        F843404            $10,000,000.00      06/30/2005        Financial

SUN TRUST                        F843409            $ 3,870,000.00      07/31/2007        Financial

SUN TRUST                        F843477            $ 3,800,000.00      07/19/2005        Financial

SUN TRUST                        F843479            $ 2,000,000.00      07/19/2005        Financial

SUN TRUST                        F843493            $ 1,300,000.00      07/20/2005        Financial

SUN TRUST                        F843494            $   185,000.00      07/20/2005        Financial

SUN TRUST                        F843518            $ 1,585,656.00      07/29/2005        Financial

SUN TRUST                        F843519            $   697,395.00      07/29/2005        Financial

SUN TRUST                        F843584            $   250,000.00      08/12/2005        Financial

SUN TRUST                        F843609            $   276,500.00      08/15/2005        Financial

SUN TRUST                        F843620            $   168,990.00      08/18/2005        Financial

SUN TRUST                        F843621            $   250,000.00      08/22/2005        Financial

SUN TRUST                        P843631            $   400,000.00      08/18/2006       Performance

SUN TRUST                        F843651            $ 1,009,985.00      08/23/2006        Financial

SUN TRUST                        F843654            $    59,832.00      08/23/2006        Financial

SUN TRUST                        F843655            $   397,875.00      08/23/2006        Financial

SUN TRUST                        F843681            $   250,000.00      08/30/2007        Financial

SUN TRUST                        F843691            $   558,000.00      09/30/2007        Financial

SUN TRUST                        P001374            $   315,962.00      07/30/2005       Performance

SUN TRUST                        P001397            $    69,370.00      07/30/2005       Performance

SUN TRUST                        P001398            $   302,332.00      01/21/2006       Performance

SUN TRUST                        P001404            $   241,141.00      06/30/2006       Performance

SUN TRUST                        P001413            $ 1,370,586.00      07/29/2005       Performance

SUN TRUST                        P001414            $   602,804.00      07/29/2005       Performance

SUN TRUST                        P001420            $    23,300.00      08/05/2005       Performance

SUN TRUST                        P001421            $    15,500.00      07/30/2006       Performance
</TABLE>

<PAGE>

                      Existing LC's under Pulte Home Inc.               Page: 17

<TABLE>
<S>                        <C>                      <C>              <C>                 <C>
SUN TRUST                        P001443            $    760,000.00     08/11/2005       Performance

SUN TRUST                        P001454            $  4,422,855.00     08/15/2005       Performance

SUN TRUST                        P001457            $    442,489.78     08/15/2005       Performance

SUN TRUST                        P001458            $    162,223.60     08/15/2005       Performance

SUN TRUST                        P001459            $     38,825.00     09/11/2005       Performance

SUN TRUST                        P001473            $     60,060.00     09/12/2005       Performance

SUN TRUST                        P001478            $      2,747.00     02/23/2006       Performance

SUN TRUST                        P001479            $     11,300.00     02/23/2006       Performance

SUN TRUST                        F843725            $    100,000.00     09/30/2006        Financial
                                                    ---------------
                           TOTAL SUNTRUST BANK      $101,789,183.48
                                                    ===============
</TABLE>

<TABLE>
<CAPTION>
WACHOVIA L/C'S             LETTER OF CREDIT NO.      OUTSTANDINGS    EXPIRATION DATE      PURPOSE*
----------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>              <C>                <C>
Wachovia                          202833            $  225,000.00      04/09/2005       Performance

Wachovia                          203909            $3,201,257.48      06/30/2005       Performance

Wachovia                          204114            $   49,677.01      07/21/2005       Performance

Wachovia                          204117            $  110,006.60      07/21/2005       Performance

Wachovia                          204122            $  705,720.97      07/21/2005       Performance

Wachovia                          204194            $  168,750.00      08/28/2005       Performance

Wachovia                          204195            $  300,000.00      08/28/2005       Performance

Wachovia                          204198            $  108,750.00      08/28/2005       Performance

Wachovia                          204457            $   78,000.00      08/05/2005       Performance

Wachovia                          401338            $  315,082.00      11/18/2005       Performance

Wachovia                          405181            $  374,018.39      12/28/2005       Performance

Wachovia                          405182            $  117,638.32      12/28/2005       Performance

Wachovia                          405183            $  307,346.19      01/08/2006       Performance

Wachovia                          405322            $  772,477.16      09/30/2005       Performance

Wachovia                          405424            $   71,200.00      11/18/2005       Performance

Wachovia                          405530            $   10,000.00      01/29/2005       Performance

Wachovia                          406754            $  140,577.00      10/28/2005       Performance
</TABLE>

<PAGE>

                      Existing LC's under Pulte Home Inc.               Page: 18

<TABLE>
<S>                     <C>                        <C>               <C>                <C>
Wachovia                          412851           $     68,533.50     05/14/2005       Performance

Wachovia                          412856           $     75,500.00     05/14/2005       Performance

Wachovia                          414008           $    562,461.00     12/03/2004       Performance

Wachovia                          420228           $  3,660,280.42     03/05/2005       Performance

Wachovia                          422131           $     82,000.00     07/23/2005       Performance

Wachovia                          519668           $     33,000.00     10/14/2005       Performance

Wachovia                          519759           $    354,362.72     10/22/2005       Performance

Wachovia                          204136           $    250,000.00     07/17/2005       Performance
                                                   ---------------
                        TOTAL WACHOVIA BANK        $ 12,141,638.76
                        TOTAL ALL REVOLVER BANKS    306,813,269.78
                                                   ===============
</TABLE>

</TEXT>
</DOCUMENT>
