Exhibit 10.7
OMNIBUS AMENDMENT
THIS OMNIBUS AMENDMENT (this "Amendment"), dated as of
December 31, 2002, is entered into, by and among PULTE FUNDING, INC., as the
borrower (the "Borrower") and as the buyer (the "Buyer"), PULTE MORTGAGE
CORPORATION ("Pulte Mortgage"), as a seller (the "Seller") and the servicer (the
"Servicer"), PULTE HOMES, INC., as the guarantor (the "Performance Guarantor"),
ATLANTIC ASSET SECURITIZATION CORP., as an issuer ("Atlantic"), CREDIT LYONNAIS
NEW YORK BRANCH ("CL New York"), as a bank, as a managing agent and as the
administrative agent (the "Administrative Agent"), LLOYDS TSB BANK PLC, as a
bank ("Lloyds"), BANK ONE, NA (MAIN OFFICE CHICAGO), as a bank, as a seasonal
bank and as a managing agent ("Bank One"), JUPITER SECURITIZATION CORPORATION,
as an issuer and a seasonal 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, the Administrative Agent and LaSalle
entered into that certain Amended and Restated Collateral Agency Agreement,
dated as of August 23, 2002 (the "Collateral Agency Agreement"), the Borrower,
Atlantic, Jupiter, the Administrative Agent, CL New York as a bank and as a
managing agent, Lloyds, and the Servicer entered into that certain Amended and
Restated Loan Agreement, dated as of August 23, 2002 (the "Loan Agreement"), the
Seller and the Buyer entered into that certain Master Repurchase Agreement,
dated as of December 22, 2000, as supplemented by the Amended and Restated
Addendum to Master Repurchase Agreement, dated as of August 23, 2002, between
the Seller and the Buyer (the "Repurchase Agreement"), the Performance Guarantor
and the Administrative Agent entered into that certain Amendment and Restated
Servicer Performance Guaranty, dated as of August 23, 2002 (the "Servicer
Performance Guaranty") and certain parties hereto entered into the Transaction
Documents (as defined in the Loan Agreement) (the Collateral Agency Agreement,
the Loan Agreement, the Repurchase Agreement and the Transaction Documents,
collectively the "Operative Documents");
WHEREAS, Pulte Mortgage desires to convert from a Delaware
corporation into a Delaware limited liability company by the name of Pulte
Mortgage LLC as of the Effective Date (as defined below) (the "Conversion"); and
WHEREAS, the parties hereby desire and consent to amend the
Operative Documents to reflect and allow for the Conversion under the Operative
Documents effective as of the Effective Date (as defined below).
NOW, THEREFORE, the parties agree as follows:
Section 1. Amendments to the Operative Documents.
(a) Pursuant to Subsection 5.09(ii) of the Repurchase Agreement
and Subsection 6.9(d) of the Loan Agreement, the Seller and the Servicer,
respectively, hereby notify the parties hereto that it (i) has caused the filing
of the Certificate of Conversion and Certificate of Formation, each attached
hereto as Exhibit A, (the "Filed Documents") in the filing office of the State
of Delaware and (ii) shall cause the effectiveness of the Limited Liability
Company Agreement as of January 1, 2002 (such date, the "Effective Date"),
attached hereto as Exhibit B.
(b) As of the Effective Date, the parties hereto consent and agree
to amend the Operative Documents so that all references to (i) "Pulte Mortgage
Corporation" shall be deemed to be references to "Pulte Mortgage LLC", (ii) with
respect to Pulte Mortgage, all references in the Operative Documents to
corporation, director(s), certificate of incorporation and bylaws shall be
deemed to be references to limited liability company, [manager(s)/member(s)],
certificate of conversion, certificate of formation and limited liability
company agreement, respectively and (iii) with respect to Pulte Mortgage, all
other references in the Operative Documents relating to its status as a
corporate entity shall be deemed references relating to its status as a limited
liability company.
Section 2. Amendment to the Servicer Performance
Guaranty.
The parties to the Servicer Performance Guaranty hereby waive
the provision in Subsection 5(a) of the Servicer Performance Guaranty that
states that the Servicer Performance Guaranty is binding on the Performance
Guarantor notwithstanding a change in the legal status of Pulte Mortgage for
purposes of the Conversion. The parties hereto agree that, notwithstanding the
change in the legal status of Pulte Mortgage, the Servicer Performance Guaranty
shall be binding on the Performance Guarantor to guaranty the performance of
Pulte Mortgage as "Servicer" under the Loan Agreement.
Section 3. Financing Statements.
Pulte Mortgage hereby authorizes the filing of any amendments
of any financing statements filed under the UCC against Pulte Mortgage in
connection with the Operative Documents in order to reflect the Conversion in
such financing statements.
Section 4. 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.
Section 5. 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.
2
(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.
3
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: /s/ Xxxx X'Xxxxxxxx
------------------------------------
Name: Xxxx X'Xxxxxxxx
Title: Vice President
PULTE MORTGAGE CORPORATION,
as the servicer and the seller
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President/Chief
Financial Officer
PULTE HOMES, INC.
as the guarantor
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President - Treasurer
CREDIT LYONNAIS NEW YORK BRANCH,
as a bank, as a managing agent and as the
administrative agent
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Director
4
ATLANTIC ASSET SECURITIZATION CORP.,
as an issuer
By: Credit Lyonnais New York Branch, as
Attorney-In-Fact
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Director
LLOYDS TSB BANK PLC,
as a bank
By: /s/ Xxxxxxxx Xxxxx /s/ Xxx Xxxxxxx
------------------------------------------------------
Name: Xxxxxxxx Xxxxx Xxx Xxxxxxx
Title: Assistant Vice President Vice President
Structured Finance Structured Finance
BANK ONE, NA (MAIN OFFICE CHICAGO)
as a bank, a seasonal bank and as a managing agent
By: /s/ Xxxxxx X. Xxxxxx, Xx.
------------------------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Director
JUPITER SECURITIZATION
as an issuer and as a seasonal issuer
By: /s/ Xxxxxx X. Xxxxxx, Xx.
------------------------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Authorized Signer
LASALLE BANK NATIONAL ASSOCIATION
as the collateral agent
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
5
[EXHIBIT A]
[Transfer Documents]
