FIRST AMENDMENT TO TERM LOAN AGREEMENT
FIRST AMENDMENT TO TERM LOAN AGREEMENT
THIS FIRSTAMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is entered into as of June 30, 2016 (the “Effective Date”), among PULTEGROUP, INC., a Michigan corporation (“Borrower”), each Lender that is a signatory hereto, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, “Administrative Agent”).
R E C I T A L S
A.Reference is hereby made to that certain Term Loan Agreement dated as of September 30, 2015 (as modified, amended, renewed, extended, or restated from time to time, the “Credit Agreement”), executed by Borrower, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent.
B.
Borrower, Administrative Agent and the Lenders party hereto desire to modify certain provisions contained in the Credit Agreement, in each case subject to the terms and conditions set forth herein.
Borrower, Administrative Agent and the Lenders party hereto desire to modify certain provisions contained in the Credit Agreement, in each case subject to the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Terms and References. Unless otherwise stated in this Amendment (a) terms defined in the Credit Agreement have the same meanings when used in this Amendment, and (b) references to “Sections” are to the Credit Agreement’s sections.
2.
Amendments to the Credit Agreement.
Amendments to the Credit Agreement.
(a)
Section 1.01 of the Credit Agreement is hereby amended to add the following definitions in the appropriate alphabetical order:
Section 1.01 of the Credit Agreement is hereby amended to add the following definitions in the appropriate alphabetical order:
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“Investment Grade Rating” means a long term unsecured senior, non-credit enhanced debt rating of at least (a) BBB- by S&P or (b) Baa3 by Xxxxx’x.
“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
(b)
The definition of “Defaulting Lender” in Section 1.01 of the Credit Agreement is hereby amended to: (i) delete the reference to “or” from clause (a); (ii) add a reference to “, or” to the end of clause (b); and (iii) add the following new clause (c):
The definition of “Defaulting Lender” in Section 1.01 of the Credit Agreement is hereby amended to: (i) delete the reference to “or” from clause (a); (ii) add a reference to “, or” to the end of clause (b); and (iii) add the following new clause (c):
(c) become the subject of a Bail-in Action
(c)
Section 1.01 of the Credit Agreement is hereby amended to delete the following definitions in their entirety and replace such definitions with the following:
Section 1.01 of the Credit Agreement is hereby amended to delete the following definitions in their entirety and replace such definitions with the following:
“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by Administrative Agent, and (c) if the Federal Funds Rate shall be less than zero (0), then such rate shall be deemed zero (0) for purposes of this Agreement.
“Revolving Credit Agreement” means that certain Credit Agreement dated as of June 30, 2016, by and among Borrower, the lenders party thereto, and Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer.
(d)
Section 5.27 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
Section 5.27 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
5.27 OFAC. Neither Borrower, nor any of its Subsidiaries, nor any director, officer, employee, agent, Affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (a) currently the subject or target of any Sanctions, (b) included on OFAC’s List of Specially Designated Nationals, Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority applicable to Borrower or its Subsidiaries, or (c) located, organized or resident in a Designated Jurisdiction.
(e)
Section 5.28 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
Section 5.28 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
5.28 Anti-Corruption Laws. Borrower and its Subsidiaries, and their respective officers and employees, have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK bribery Xxx 0000, and other similar anti-corruption legislation in other jurisdictions, to the extent any such legislation is applicable to Borrower or its Subsidiaries, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such Laws and applicable Sanctions by Borrower, its Subsidiaries, and their respective officers and employees.
(f)
Article V of the Credit Agreement is hereby amended by adding the following as Section 5.29 at the end thereof:
Article V of the Credit Agreement is hereby amended by adding the following as Section 5.29 at the end thereof:
5.29 EEA Financial Institution. No Credit Party is an EEA Financial Institution.
(g)
Section 6.01 of the Credit Agreement is hereby amended to delete the reference to “Debt Domain.”
Section 6.01 of the Credit Agreement is hereby amended to delete the reference to “Debt Domain.”
(h)
Section 6.02(c) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
Section 6.02(c) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
(c) Tangible Net Worth. As of the last day of each fiscal quarter of Borrower (beginning with the fiscal quarter ending June 30, 2016), Tangible Net Worth shall be greater than or equal to the sum of (i) $3,227,239,400, plus (ii) an amount equal to fifty percent (50%) of the cumulative Net Income of Borrower and its Subsidiaries (without deduction for losses) earned for each completed fiscal quarter subsequent to March 31, 2016 to the date of determination.
(i)
Section 6.13 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
Section 6.13 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
6.13 Anti-Corruption Laws. Borrower and its Subsidiaries will conduct their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, and other similar anti-corruption legislation in other jurisdictions, to the extent any such legislation is applicable to Borrower or its Subsidiaries, and will maintain policies and procedures designed to promote and achieve compliance with such Laws.
(j)
Section 7.13 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
Section 7.13 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
7.13 Borrowing Base Limitations. If, as of the last day of the most recent fiscal quarter then ended, Borrower does not have an Investment Grade Rating and the Debt to Capitalization Ratio is greater than fifty-five percent (55%), then until Borrower delivers a Compliance Certificate pursuant to Section 6.01(c) reflecting that the Debt to Capitalization Ratio is equal to or less than fifty-five percent (55%), Borrower shall not permit the aggregate outstanding amount of all Borrowing Base Debt to, at any time, exceed the Borrowing Base.
(k)
Section 8.01(g)(i) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
Section 8.01(g)(i) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
(i) An “Event of Default” (as defined in the Revolving Credit Agreement) shall occur under the Revolving Credit Agreement.
(l)
Article X of the Credit Agreement is hereby amended by adding the following as Section 10.20 at the end thereof:
Article X of the Credit Agreement is hereby amended by adding the following as Section 10.20 at the end thereof:
10.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and
(b)
the effects of any Bail-in Action on any such liability, including, if applicable:
the effects of any Bail-in Action on any such liability, including, if applicable:
(i)a reduction in full or in part or cancellation of any such liability;
(ii)
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or
(iii)
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.
the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.
(m)
Schedule 5.15 of the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 5.15 attached hereto.
Schedule 5.15 of the Credit Agreement is hereby deleted in its entirety and replaced with Schedule 5.15 attached hereto.
(n)
Section III of Schedule I to Exhibit D to the Credit Agreement is hereby deleted in its entirety and replaced with the following:
Section III of Schedule I to Exhibit D to the Credit Agreement is hereby deleted in its entirety and replaced with the following:
III. Section 6.02(c) – Tangible Net Worth.
A. Tangible Net Worth at Statement Date:
1. Shareholders’ Equity or Net Worth of Borrower: $_____
2. Intangibles: $_____
3. Tangible Net Worth (Line III.A.1 – Line III.A.2) : $_____
B. | 70% of Tangible Net Worth on March 31, 2016: $3,227,239,400 |
C. | 50% of cumulative Net Income of Borrower and its Subsidiaries earned for each completed fiscal quarter subsequent to March 31, 2016 to the date of determination: $_____ |
D. | Minimum required Tangible Net Worth (Line III.B + Line III.C): $_____ |
3.
Amendments to other Credit Documents.
Amendments to other Credit Documents.
(a)
All references in the Credit Documents to the Credit Agreement shall henceforth include references to the Credit Agreement, as modified and amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, and/or increased.
All references in the Credit Documents to the Credit Agreement shall henceforth include references to the Credit Agreement, as modified and amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, and/or increased.
(b)
Any and all of the terms and provisions of the Credit Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.
Any and all of the terms and provisions of the Credit Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.
4.
Conditions Precedent. This Amendment shall not be effective unless and until:
Conditions Precedent. This Amendment shall not be effective unless and until:
(a)
Administrative Agent receives fully executed counterparts of this Amendment signed by the Credit Parties and the Required Lenders and acknowledged by Administrative Agent;
Administrative Agent receives fully executed counterparts of this Amendment signed by the Credit Parties and the Required Lenders and acknowledged by Administrative Agent;
(b)
the representations and warranties in the Credit Agreement, as amended by this Amendment, and each other Credit Document are true and correct on and as of the date of this Amendment as though made as of the date of this Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date;
the representations and warranties in the Credit Agreement, as amended by this Amendment, and each other Credit Document are true and correct on and as of the date of this Amendment as though made as of the date of this Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date;
(c)
after giving effect to this Amendment, no Default exists; and
after giving effect to this Amendment, no Default exists; and
(d)
Borrower pays the reasonable fees, charges and disbursements of a single counsel (and appropriate local counsel) for Administrative Agent.
Borrower pays the reasonable fees, charges and disbursements of a single counsel (and appropriate local counsel) for Administrative Agent.
5.
Ratifications. Borrower (a) ratifies and confirms all provisions of the Credit Documents as amended by this Amendment, (b) ratifies and confirms that all guaranties, assurances, and liens granted, conveyed, or assigned to Administrative Agent and the Lenders under the Credit Documents are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee, assure, and secure full payment and performance of all present and future Obligations, and (c) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents, and certificates as Administrative Agent may request in order to create, perfect, preserve, and protect those guaranties, assurances, and liens.
Ratifications. Borrower (a) ratifies and confirms all provisions of the Credit Documents as amended by this Amendment, (b) ratifies and confirms that all guaranties, assurances, and liens granted, conveyed, or assigned to Administrative Agent and the Lenders under the Credit Documents are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee, assure, and secure full payment and performance of all present and future Obligations, and (c) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents, and certificates as Administrative Agent may request in order to create, perfect, preserve, and protect those guaranties, assurances, and liens.
6.
Representations. Borrower represents and warrants to Administrative Agent and the Lenders that as of the date of this Amendment: (a) this Amendment has been duly authorized, executed, and delivered by each Credit Party; (b) no action of, or filing with, any Governmental Authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance by any Credit Party of this Amendment, except for actions or filings which have been duly obtained, taken, given or made and are in full force and effect; (c) the Credit Documents, as amended by this Amendment, are valid and binding upon each Credit Party and are enforceable against each Credit Party in accordance with their respective terms, except as limited by Debtor Relief Laws and by general principles of equity; (d) the execution, delivery, and performance by each Credit Party of this Amendment do not (i) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any agreements to which such Credit Party is a party or affecting such Credit Party or the properties of such Credit Party or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Credit Party or its property is subject; or (ii) violate any Law; (e) all representations and warranties in the Credit Documents are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (f) no Default exists; and (g) no amendments have been made to the Organization Documents of any Credit Party since September 30, 2015 (other than any Guarantor that is joining the Credit Agreement simultaneously herewith).
Representations. Borrower represents and warrants to Administrative Agent and the Lenders that as of the date of this Amendment: (a) this Amendment has been duly authorized, executed, and delivered by each Credit Party; (b) no action of, or filing with, any Governmental Authority is required to authorize, or is otherwise required in connection with, the execution, delivery, and performance by any Credit Party of this Amendment, except for actions or filings which have been duly obtained, taken, given or made and are in full force and effect; (c) the Credit Documents, as amended by this Amendment, are valid and binding upon each Credit Party and are enforceable against each Credit Party in accordance with their respective terms, except as limited by Debtor Relief Laws and by general principles of equity; (d) the execution, delivery, and performance by each Credit Party of this Amendment do not (i) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any agreements to which such Credit Party is a party or affecting such Credit Party or the properties of such Credit Party or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Credit Party or its property is subject; or (ii) violate any Law; (e) all representations and warranties in the Credit Documents are true and correct in all material respects (without duplication of any materiality qualifiers set forth therein), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (f) no Default exists; and (g) no amendments have been made to the Organization Documents of any Credit Party since September 30, 2015 (other than any Guarantor that is joining the Credit Agreement simultaneously herewith).
7.
Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Credit Agreement and the other Credit Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms.
Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Credit Agreement and the other Credit Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms.
8.
Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment must be construed -- and its performance enforced -- under New York law, (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, (e) this Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document, and (f) delivery of an executed counterpart of a signature page to this Amendment by telecopier, electronic mail or other electronic delivery shall be effective as delivery of a manually executed counterpart of this Amendment.
Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment must be construed -- and its performance enforced -- under New York law, (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, (e) this Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document, and (f) delivery of an executed counterpart of a signature page to this Amendment by telecopier, electronic mail or other electronic delivery shall be effective as delivery of a manually executed counterpart of this Amendment.
9.
Parties. This Amendment binds and inures to Borrower, Administrative Agent, and the Lenders and their respective successors and permitted assigns.
Parties. This Amendment binds and inures to Borrower, Administrative Agent, and the Lenders and their respective successors and permitted assigns.
10.
ENTIRETIES. THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
ENTIRETIES. THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
EXECUTED as of the date first stated above.
BORROWER:
PULTEGROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Xxxxx Xxxx
Name: Xxxxx Chen
Title: Vice President
Name: Xxxxx Chen
Title: Vice President
LENDERS:
BANK OF AMERICA, N.A., as a Lender
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President
Name: Xxxx X. Xxxxx
Title: Vice President
JPMORGAN CHASE BANK, N.A., as a Lender
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Executive Director
Name: Xxxxxx Xxxxxx
Title: Executive Director
BRANCH BANKING AND TRUST COMPANY, as a Lender
By: /s/ Xxxxxxx X. Xxxxx | Name: Xxxxxxx X. Xxxxx Title: Assistant Vice President |
CITIBANK, N.A., as a Lender
By: | /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President |
COMERICA BANK, as a Lender
By: | /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President |
FIFTH THIRD BANK, as a Lender
By: | /s/ Talianna Xxxxxxx-Xxxxx Name: Talianna Xxxxxxx-Xxxxx Title: Senior Vice President |
MIZUHO BANK, LTD., as a Lender
By: /s/ Xxxx Xxxxxx | Name: Xxxx Xxxxxx Title: Authorized Signatory |
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By: | /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Senior Vice President |
SUNTRUST BANK, as a Lender
By: /s/ Xxxxxxxxxx X. Xxxxxxx | Name: Xxxxxxxxxx X. Xxxxxxx Title: Senior Vice President |
TD BANK, N.A., as a Lender
By: | /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President |
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: | /s/ J. Xxx Xxxx Name: J. Xxx Xxxx Title: Senior Vice President |
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By: | /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President |
To induce Administrative Agent and the Lenders that are parties hereto to enter into this Amendment, each of the undersigned hereby (a) consents and agrees to the execution and delivery of this Amendment and the terms and conditions hereof, (b) agrees that this Amendment in no way releases, diminishes, impairs, reduces, or otherwise adversely affects any guaranties, assurances, or other obligations or undertakings of any of the undersigned under any Credit Documents, and (c) waives notice of acceptance of this Amendment, which Amendment binds each of the undersigned and their respective successors and permitted assigns and inures to the benefit of Administrative Agent and the Lenders and their respective successors and permitted assigns.
Guarantors:
Centex International II, LLC
Centex LLC
Centex Real Estate Corporation
Xxx Xxxx Communities, Inc.
Xxx Xxxx Corporation
Xxx Xxxx'x Coventry Homes, Inc.
DiVosta Homes Holdings, LLC
Nomas LLC
PH 19 Corporation
PH1 Corporation
XX XX, Inc.
Potomac Yard Development LLC
Preserve II, Inc.
Pulte Arizona Services, Inc.
Pulte Development Corporation
Pulte Development New Mexico, Inc.
Pulte Home Corporation
Pulte Homes of Minnesota LLC
Pulte Homes of New England LLC
Pulte Homes of New Mexico, Inc.
Pulte Homes of New York LLC
Pulte Homes of Ohio LLC
Pulte Homes of St. Louis, LLC
Pulte Texas Holdings LLC
Pulte/BP Murrieta Hills, LLC
Pulte Homes Tennessee, Inc. (f/k/a Radnor Homes, Inc.)
RN Acquisition 2 Corp.
Centex Homes, LLC
Pulte Homes of Washington, Inc.
Pulte Homes of Michigan LLC
/s/ Xxxxx X. Xxxxxxxx
By: Xxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
[continued on following page]
Centex Development Company, L.P. By: Centex Homes Its: General Partner By: Centex Real Estate Corporation Its: Managing Partner /s/ Xxxxx X. Xxxxxxxx By: Xxxxx X. Robinson Title: Vice President and Treasurer | Centex Homes By: Centex Real Estate Corporation Its: Managing Partner /s/ Xxxxx X. Xxxxxxxx By: Xxxxx X. Robinson Title: Vice President and Treasurer |
Xxx Xxxx Texas Limited Partnership By: Xxx Xxxx Southwest Co. Its: General Partner /s/ Xxxxx X. Xxxxxxxx By: Xxxxx X. Robinson Title: Vice President and Treasurer | DiVosta Homes, L.P. By: DiVosta Homes Holdings, LLC Its: General Partner /s/ Xxxxx X. Xxxxxxxx By: Xxxxx X. Robinson Title: Vice President and Treasurer |
Pulte Homes of NJ, Limited Partnership By: Pulte Home Corporation of The Delaware Valley Its: General Partner /s/ Xxxxx X. Xxxxxxxx By: Xxxxx X. Robinson Title: Vice President and Treasurer | Pulte Homes of PA, Limited Partnership By: PH 50 LLC Its: General Partner /s/ Xxxxx X. Xxxxxxxx By: Xxxxx X. Mullen Title: Manager |
[continues on following page] | |
Pulte Homes of Texas, L.P. By: Pulte Nevada I LLC Its: General Partner /s/ Xxxxx X. Xxxxxxxx By: Xxxxx X. Robinson Title: Vice President and Treasurer | Pulte Homes Tennessee Limited Partnership By: Pulte Homes Tennessee, Inc. Its: General Partner /s/ Xxxxx X. Xxxxxxxx By: Xxxxx X. Robinson Title: Vice President and Treasurer |
Pulte Realty Limited Partnership By: PH 55 LLC Its: General Partner By: Pulte Realty Holdings, Inc. Its: Sole Member /s/ Xxxxx X. Xxxxxxxx By: Xxxxx X. Robinson Title: Vice President and Treasurer | Pulte Homes of Indiana, LLC /s/ Xxxxxx X. Xxxx By: Xxxxxx X. Cook Title: Manager Pulte Realty Holdings, Inc. /s/ Xxxxx X. Xxxxxxxx By: Xxxxx X. Robinson Title: Vice President and Treasurer |
SCHEDULE 5.15
SUBSIDIARIES
* Denotes Material Subsidiary under the Term Loan Agreement
** Denotes Borrower
** Denotes Borrower
Name |
56th and Lone Mountain, L.L.C. |
America's Mortgage Cooperative, LLC |
Anthem Arizona L.L.C. |
Anthem Community Council, Inc. (NV) |
Anthem Country Club, Inc. |
BATCHELLORS FOREST, LLC |
BAY VISTA AT MEADOW PARK, L.P. |
XX XXXXXXXX, LLC |
BENICIA CS DEVELOPERS, LLC |
Centerline Georgia Investor III LLC |
CENTEX CONSTRUCTION OF NEW MEXICO, LLC |
CENTEX CROWN HOLDING, LLC |
CENTEX DEVELOPMENT COMPANY, L.P.* |
CENTEX FINANCIAL SERVICES, LLC |
CENTEX HOMES* |
CENTEX HOMES CROWN LLC |
CENTEX HOMES OF CALIFORNIA, LLC |
CENTEX HOMES REALTY COMPANY |
CENTEX HOMES WESTSIDE URBAN RENEWAL I, LLC |
CENTEX HOMES WESTSIDE URBAN RENEWAL II, LLC |
CENTEX HOMES, INC. |
CENTEX HOMES, LLC (f/k/a Xxxxxx Homes, LLC)* |
CENTEX HOSPITALITY GROUP, LLC |
CENTEX INTERNATIONAL II, LLC* |
CENTEX LLC* |
CENTEX MORTGAGE, TITLE AND INSURANCE GROUP, LLC |
CENTEX MULTI-FAMILY COMMUNITIES, LLC |
CENTEX MULTI-FAMILY COMPANY |
CENTEX MULTI-FAMILY INVESTMENTS, L.P. |
CENTEX MULTI-FAMILY ST. XXXX HOLDING COMPANY, L.L.C. |
CENTEX REAL ESTATE CONSTRUCTION COMPANY |
CENTEX REAL ESTATE CORPORATION* |
CENTEX REALTY, INC. |
CENTEX SERVICE COMPANY, LLC |
CENTEX TITLE & ANCILLARY SERVICES, LLC |
CENTEX/XXXXXX, LLC |
Xxxxxxxx XX Basin, LLC |
Xxxxxxxx Natural Resources Corporation |
CL OCEAN VILLAS, LLC |
CLAREMONT HILLS LLC |
COMMERCE LAND TITLE AGENCY, LLC |
Conestoga Golf Club LLC |
Contractors Insurance Company of North America, Inc., a Risk Retention Group |
Corkscrew Lakes, LLC |
Corte Bella Country Club Association, Inc. |
Corte Bella Golf Club, LLC |
CREEKSIDE AT MEADOW PARK, L.P. |
CTX MORTGAGE COMPANY, LLC |
Xxxx Realty Company |
Del X. Xxxx Development Co., L.P. |
Del X. Xxxx Land Conservancy |
Xxx Xxxx Building Products LLC |
Xxx Xxxx California Corp. |
Xxx Xxxx Communities of Illinois, Inc. |
Xxx Xxxx Communities, Inc.* |
Xxx Xxxx Community Management Co. |
Xxx Xxxx Construction Services Co. |
Xxx Xxxx Corporation* |
Xxx Xxxx Home Construction, Inc. |
Xxx Xxxx Homes, Inc. |
Xxx Xxxx Limited Holding Co. |
Xxx Xxxx Southwest Co. |
Xxx Xxxx Texas Limited Partnership* |
Xxx Xxxx'x Coventry Homes Construction Co. |
Xxx Xxxx'x Coventry Homes of Nevada, Inc. |
Xxx Xxxx'x Coventry Homes, Inc.* |
Xxx Xxxx'x Spruce Creek Communities, Inc. |
Desarrolladores Urbanos (Canovanas), LLC |
DiVosta Building, LLC |
DiVosta Homes Holdings, LLC* |
DiVosta Homes, L.P.* |
DR Super Block 1 South, LLC |
DW Homebuilding Co. |
Edinburgh Realty Corporation |
EUREKA ESCONDIDO, LLC |
Evergreen-Xxxx & Xxxxxxx Ranch, L.L.C. |
Fort Lincoln-Pulte Limited Liability Company |
FRCS LLC |
GI Development Business Trust |
Grand/Sakwa Orchards of Lyon, LLC |
Great Island Community, LLC |
H.D. Whispering Creek, L.L.C. |
Homeland CC, LLC |
Homeland PG, LLC |
HTPD, LLC |
INDEPENDENT GENERAL AGENCY, INC. |
Jersey Xxxxxxx LLC |
JNN Properties LLC |
Xxxx Acquisition Group, LLC |
LANSDOWNE COMMUNITY DEVELOPMENT LLC |
LCD COMMUNICATIONS LLC |
LENNAR CENTEX DEL RIO PARTNERS, LLC |
MARINA COMMUNITY PARTNERS, LLC |
Marquette Title Insurance Company |
Mayaguez Partners, LLC |
MCS Mountain Road, LLC |
MEADOWBROOK DEVELOPMENT COMPANY, LLC |
Nomas LLC* |
North American Builders Indemnity Company |
North Valley Enterprises, LLC |
NOVATO COMMUNITY PARTNERS, LLC |
OPENBAND AT LANSDOWNE L.L.C. |
PCD Realty LLC |
PCIC Insurance Agency, Inc. |
PG&M Orlando, LLC |
PGP TITLE OF FLORIDA, INC. |
PGP TITLE, INC. |
PGP TITLE, LLC |
PH 19 Corporation* |
PH 32 Corporation |
PH 33 Corporation |
PH 34 Corporation |
PH 35 Corporation |
PH 36 Corporation |
PH 43 LLC |
PH 50 LLC |
PH 51 LLC |
PH 52 LLC |
PH 53 LLC |
PH 54 LLC |
PH 55 LLC |
PH 57, Limited Partnership |
PH Relocation Services LLC |
PH Trust I |
PH Trust II |
PH1 Corporation* |
PH10 Corporation |
PH11 Corporation |
PH16, L.P. |
PH17, L.P. |
PH3 Corporation |
PH4 Corporation |
PH8 Corporation |
PH9 Corporation |
PHC Title Corporation |
PHNE Business Trust |
PHT Operating Company LLC |
PL Roseville, LLC |
XX XX, Inc.* |
PN III, LLC |
Potomac Yard Development LLC* |
Potomac Yard Development Sole Member LLC |
PREMIER LAND TITLE INSURANCE COMPANY |
Preserve I, Inc. |
Preserve II, Inc.* |
Pulte Arizona Services, Inc.* |
Pulte Aviation I LLC |
Pulte Braintree LLC |
Pulte Building Products LLC |
Pulte Building Services LLC |
Pulte Building Systems Holding Company, L.L.C. |
Pulte Building Systems, L.L.C. (AZ) |
Pulte Building Systems, L.L.C. (NV) |
Pulte Communities NJ, Limited Partnership |
Pulte Development Corporation* |
Pulte Development New Mexico, Inc.* |
Pulte Diversified Companies, Inc. |
Pulte Financial Companies, Inc. |
Pulte Financial Services LLC |
Pulte Georgia Holdings LLC |
Pulte Home Corporation* |
Pulte Home Corporation of The Delaware Valley |
Pulte Home Sciences LLC |
Pulte Homes of Greater Kansas City, Inc. |
Pulte Homes of Indiana, LLC* |
Pulte Homes of Michigan LLC* |
Pulte Homes of Minnesota LLC* |
Pulte Homes of New England LLC* |
Pulte Homes of New Mexico, Inc.* |
Pulte Homes of New York LLC* |
Pulte Homes of NJ, Limited Partnership* |
Pulte Homes of Ohio LLC* |
Pulte Homes of PA, Limited Partnership* |
Pulte Homes of South Carolina, Inc. |
PULTE HOMES OF ST. LOUIS, LLC* |
Pulte Homes of Texas, L.P.* |
Pulte Homes of Washington, Inc.* |
Pulte Homes Tennessee, Inc. (f.k.a. Radnor Homes, Inc.)* |
Pulte Homes Tennessee Limited Partnership* |
Pulte Interiors, LLC |
Pulte International Building Corporation |
Pulte International Caribbean Corp. |
Pulte International Caribbean II, Limited Partnership |
Pulte International Corporation |
Pulte Land Company, LLC |
Pulte Mortgage LLC |
Pulte Nevada I LLC |
Pulte Payroll Corporation |
Pulte Purchasing Corporation |
Pulte RC, LLC |
Pulte Realty Holdings, Inc.* |
Pulte Realty Limited Partnership* |
Pulte Realty of Connecticut, Inc. |
Pulte Realty of New York, Inc. |
Pulte Realty of South Jersey, Inc. |
Pulte Realty, Inc. |
Pulte Services Corporation |
Pulte SRL Holdings LLC |
Pulte Texas Holdings LLC* |
Pulte Title Agency of Ohio, Limited Liability Company |
Pulte Urban Renewal, LLC |
Xxxxx.xxx, Inc. |
Pulte/BP Murrieta Hills, LLC* |
PulteGroup, Inc.** |
Rancho Diamante Investments, LLC |
RCC Augusta, LLC |
RCC Brookside Epic, LLC |
Related Capital Oak Hill Partners LLC |
Related Xxxxxx Xxxxxxxxx Associates LLC |
Related Hollywood/Shawnee Associates LLC |
RIVERPARK LEGACY, LLC |
RIVERWOOD GOLF CLUB, LLC |
RN Acquisition 2 Corp.* |
Shiloh Farm Investments, LLC |
Sierra Canyon Association |
South Natick Hills, LLC |
SOUTHPORT DEVELOPMENT LLC |
Stetson Venture II, LLC |
Stone Creek Golf Club LLC |
Sun City Georgetown Community Association, Inc. |
Sun City Grand Community Association, Inc. |
Sun City Hilton Head Community Association, Inc. |
Sun State Insulation Co., Inc. |
Tallmadge Xxxxx STP Associates LLC |
Terravita Home Construction Co. |
THE XXXXX COMPANY BUILDING SERVICES, LLC |
Title Plant Corporation |
Umerley Manor Oaks LLC |
Upper Gwynedd Development, Limited Partnership |
WEST HYATTSVILLE METRO DEVELOPMENT LLC |
WH ON YOUR LOT, LLC |
Wil Corporation |
Willapt, LLC |
Xxxxxxxx' Fields at Perry Hall, L.L.C. |
WINDEMERE BLC LAND COMPANY LLC |
WOODFIELD COMMUNITY, LLC |
22029711.1
15759773_5 PulteGroup, Inc.
First Amendment
