EXHIBIT 10(ae)
SECOND OMNIBUS AMENDMENT
THIS SECOND OMNIBUS AMENDMENT (this "Amendment"), dated as of
January 12, 2006, is entered into by and among PULTE FUNDING, INC., as the
borrower (the "Borrower") and as the buyer (the "Buyer"), PULTE MORTGAGE LLC
("Pulte Mortgage"), as a seller (the "Seller") and the servicer (the
"Servicer"), ATLANTIC ASSET SECURITIZATION LLC, as an issuer ("Atlantic"), LA
FAYETTE ASSET SECURITIZATION LLC, as an issuer ("La Fayette"), CALYON NEW YORK
BRANCH, as a bank ("Calyon New York"), as a managing agent and as the
administrative agent (the "Administrative Agent"), LLOYDS TSB BANK PLC, as a
bank ("Lloyds"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as a bank and as a
managing agent ("JPMC"), JUPITER SECURITIZATION CORPORATION, as an issuer
("Jupiter"), and LASALLE BANK NATIONAL ASSOCIATION, as the collateral agent
("LaSalle"). Capitalized terms used and not otherwise defined herein are used as
defined in the related Operative Documents (as defined below).
RECITALS
WHEREAS, the Borrower, Atlantic, La Fayette, Jupiter, Calyon New
York, as a bank, a managing agent and as Administrative Agent, JPMC, as a bank
and as a managing agent, Lloyds, as a bank, and the Servicer entered into that
certain Second Amended and Restated Loan Agreement, dated as of August 19, 2005,
as amended by the First Omnibus Amendment, dated as of December 27, 2005 (the
"Loan Agreement");
WHEREAS, the Borrower, the Administrative Agent and LaSalle entered
into that certain Second Amended and Restated Collateral Agency Agreement (the
"Collateral Agency Agreement"), dated as of August 19, 2005, as amended by the
First Omnibus Amendment, dated as of December 27, 2005;
WHEREAS, certain parties hereto entered into the Transaction
Documents (as defined in the Loan Agreement) (the Loan Agreement, the Collateral
Agency Agreement and the Transaction Documents collectively, the "Operative
Documents"); and
WHEREAS, the parties hereby desire and consent to amend the
Operative Documents as provided in this Amendment.
NOW, THEREFORE, the parties agree as follows:
Section 1. Amendments to the Loan Agreement.
(a) The definition of "Bank Commitment" is hereby deleted in its
entirety and replaced with the following:
"Bank Commitment" means, (a) with respect to Calyon New York, Lloyds
and JPMorgan, in its capacity as a Bank, the amount set forth on
Schedule I hereto, and (b) with respect to a Bank that has entered
into an Assignment and Acceptance, the amount set forth therein as
such Bank's
Bank Commitment, in each case as such amount may be reduced by each
Assignment and Acceptance entered into between such Bank and an
Eligible Assignee, and as may be further reduced (or terminated)
pursuant to the next sentence. Any reduction (or termination) of the
Maximum Facility Amount pursuant to the terms of this Second
Restated Agreement shall (unless otherwise agreed by all the Banks)
reduce ratably (or terminate) each Bank's Bank Commitment. At no
time shall the aggregate Bank Commitments of all Banks exceed the
Maximum Facility Amount.
(b) The defined terms "Increased Amount" and "Increased Principal
Debt" and their related definitions are hereby deleted.
(c) The definition of "Issuer Facility Amount" is hereby deleted in
its entirety and replaced with the following definition:
"Issuer Facility Amount" means (a) with respect to Atlantic and La
Fayette on an aggregate basis, $300,000,000, and (b) with respect to
Jupiter on an aggregate basis, $250,000,000. Any reduction (or
termination) of the Maximum Facility Amount pursuant to the terms of
this Second Restated Loan Agreement shall reduce ratably (or
terminate) the Issuer Facility Amount of each Issuer.
(d) The definition of "Maximum Facility Amount" is hereby deleted in
its entirety and replaced with the following definition:
"Maximum Facility Amount" means $550,000,000, as such amount may be
reduced pursuant to Section 2.1(c) of this Second Restated Loan
Agreement.
(e) Schedule I is hereby deleted in its entirety and replaced with
Schedule I, Bank Commitments and Percentages, attached hereto as Annex A.
Section 2. Amendments to the Collateral Agency Agreement. The Collateral
Agency Agreement is hereby amended by deleting the definition of "Maximum
Facility Amount" in its entirety and replacing it with the following definition:
"Maximum Facility Amount" means $550,000,000, as such amount may be
reduced pursuant to Section 2.1(c) of the Second Restated Loan
Agreement.
Section 3. Operative Documents in Full Force and Effect as Amended.
Except as specifically amended hereby, all of the provisions of the
Operative Documents and all of the provisions of all other documentation
required to be delivered with respect thereto shall remain in full force and
effect from and after the date hereof.
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Section 4. Miscellaneous.
(a) This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which, when so
executed, shall be deemed to be an original and all of which, when taken
together, shall not constitute a novation of any Operative Document but shall
constitute an amendment thereof. The parties hereto agree to be bound by the
terms and conditions of each Operative Document, as amended by this Amendment,
as though such terms and conditions were set forth herein.
(b) The descriptive headings of the various sections of this
Amendment are inserted for convenience of reference only and shall not be deemed
to affect the meaning or construction of any of the provisions hereof.
(c) This Amendment may not be amended or otherwise modified except
as provided in each respective Operative Agreement.
(d) This Amendment and the rights and obligations of the parties
under this amendment shall be governed by and construed and interpreted in
accordance with the laws of the state of New York without reference to its
conflict of laws provisions.
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IN WITNESS WHEREOF, the parties have agreed to and caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
PULTE FUNDING, INC.,
as the Borrower and the Buyer
By: ________________________________________
Name:
Title:
PULTE MORTGAGE LLC,
as the Servicer and the Seller
By: ________________________________________
Name:
Title:
CALYON NEW YORK BRANCH,
as a Bank, as a Managing Agent and as
the Administrative Agent
By: ________________________________________
Name:
Title:
By: ________________________________________
Name:
Title:
ATLANTIC ASSET SECURITIZATION LLC,
as an Issuer
By: Calyon New York Branch, as Attorney-In-Fact
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
LA FAYETTE ASSET SECURITIZATION LLC,
as an Issuer
By: Calyon New York Branch, as Attorney-In-Fact
By: ____________________________________
Name:
Title:
By: ____________________________________
Name:
Title:
LLOYDS TSB BANK PLC,
as a Bank
By: _____________________________________________
Name:
Title:
By: _____________________________________________
Name:
Title:
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as a Bank and as a Managing Agent
By: ____________________________________________
Name:
Title:
JUPITER SECURITIZATION CORPORATION,
as an Issuer
By: JPMorgan Chase Bank, N.A., its attorney-in-
fact
By: ________________________________________
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION,
as the Collateral Agent
By: ____________________________________________
Name:
Title:
ANNEX A
SCHEDULE I
BANK COMMITMENTS AND PERCENTAGES
Bank Commitment
Bank Bank Commitment Percentage
---- --------------- ---------------
CALYON NEW YORK BRANCH* $ 175,000,000 31.82%
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION** $ 250,000,000 45.45%
LLOYDS TSB BANK PLC* $ 125,000,000 22.73%
-----------------
* Part of the Calyon New York Group, related to Atlantic and La Fayette.
** Part of the JPMorgan Group, related to Jupiter.
