Exhibit 10.11
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement ("Amendment") is made as of
July 31, 2003 by and among PULTE MORTGAGE LLC, a Delaware limited liability
company (the "Borrower"), BANK ONE, NA (the "Increasing Lender"), and BANK ONE,
NA ("Agent") as administrative agent.
RECITALS
A. The Borrower, the Agent and certain other lenders are parties
to that certain Fourth Amended and Restated Revolving Credit Agreement dated as
of March 31, 2003 (as amended from time to time, the "Credit Agreement"). All
capitalized terms used in this Amendment and not otherwise defined shall have
the meanings ascribed to such terms in the Credit Agreement.
B. The Borrower desires to amend the Credit Agreement to
temporarily increase the Aggregate Commitment and Increasing Lender is willing
to provide the full amount of such temporary increase on the terms stated
herein.
NOW, THEREFORE, in consideration of the foregoing Recitals and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
AGREEMENTS
1. Temporary Increase. As of the "Effective Date" (as defined
below), the Aggregate Commitment shall be increased from $175,000,000 to
$195,000,000 by an increase in the Increasing Lender's Commitment from
$60,000,000 to $80,000,000. Upon the Effective Date, after giving effect to such
increase, the Lenders' respective Commitment Percentages shall be shown on
revised Schedule "1" attached to this Amendment. Such increase shall end on
September 2, 2003 (the "Reduction Date"). Upon the Reduction Date, the
Increasing Lender's Commitment shall be reduced by $20,000,000 to the amount in
effect immediately prior to the Effective Date. After giving effect to such
reduction and subject to any intervening changes in the Aggregate Commitment and
the Lenders' respective Commitment Percentages shall be returned to the
percentages in effect immediately prior to the Effective Date.
2. Reduction Date Adjustment. On the Reduction Date the Borrower
shall repay the amount, if any, by which the aggregate principal amount of the
then outstanding Loans exceeds the reduced Aggregate Commitment. The Agent shall
allocate such principal repayment among the Lenders so that each Lender's share
of all Loans (other than Bid Loans) as of the end of business on the Reduction
Date is equal to such Lender's new Commitment Percentage after giving effect to
such reduction in the Aggregate Commitment.
3. Effective Date. The "Effective Date" shall be deemed to have
occurred on the date that all of the following conditions have been fulfilled:
(i) this Amendment has been fully executed and delivered;
(ii) the Borrower has executed and delivered to the
Increasing Lender an amended and restated Note in the amount of its
increased Commitment;
(iii) the Agent has received a certified resolution from
the members of the Borrower and of any other body authorizing the
execution of the Loan Documents to which it is a party authorizing this
Amendment; and
(iv) the Borrower has paid any upfront fee due to the
Increasing Lender with respect to such increase in its Commitment.
4. Miscellaneous.
(i) The Borrower represents and warrants to the Lenders
that (i) after giving effect to this Amendment, no Default or Unmatured
Default exists, (ii) the Credit Agreement is in full force and effect,
and (iii) the Borrower has no defenses or offsets to, or claims or
counterclaims, relating to, its obligations under the Credit Agreement.
(ii) All of the obligations of the parties to the Credit
Agreement, as amended hereby, are hereby ratified and confirmed. All
references in the Loan Documents to the "Credit Agreement" henceforth
shall be deemed to refer to the Credit Agreement as amended by this
Amendment.
(iii) Nothing contained in this Amendment shall be
construed to disturb, discharge, cancel, impair or extinguish the
indebtedness evidenced by the existing Notes and secured by the Loan
Documents or waive, release, impair, or affect the liens arising under
the Loan Documents or the validity or priority thereof.
(iv) In the event of a conflict or inconsistency between
the provisions of the Loan Documents and the provisions of this
Amendment, the provisions of this Amendment shall govern. The
provisions of this Amendment, the Credit Agreement, the Security
Agreement and the other Loan Documents are in full force and effect
except as amended herein and the Loan Documents as so amended are
ratified and confirmed hereby by the Borrower.
(v) The Borrower agrees to reimburse the Agent and the
Increasing Lender for all reasonable out-of-pocket expenses (including
legal fees and expenses) incurred in connection with the preparation,
negotiation and consummation of this Amendment.
(vi) This Amendment shall be effective as of the date that
the Agent has received executed counterparts of this Amendment from the
Borrower and the Increasing Lender.
(vii) This Amendment may be executed in counterparts which,
taken together, shall constitute a single document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers, all as of the day and year
written below:
PULTE MORTGAGE LLC, a Delaware limited
liability company
By: /s/ Xxxx X'Xxxxxxxx
_____________________________________
Name: Xxxx X'Xxxxxxxx
Title: Vice President
Date:____________________________________
BANK ONE, NA, as Agent
By: /s/ Xxxxxx Xxxxx
_____________________________________
Name: Xxxxxx X. Xxxxx
Title: Associate Director
Date:____________________________________
BANK ONE, NA, as the Increasing Lender
By: /s/ Xxxxxx Xxxxx
_____________________________________
Name: Xxxxxx X. Xxxxx
Title: Associate Director
Date:____________________________________
SCHEDULE "1"
COMMITMENTS AND COMMITMENT PERCENTAGES
(B)
COMMITMENT
PERCENTAGE
---------- (C)
(A) (A/Aggregate SWINGLINE
LENDER COMMITMENT Commitment) COMMITMENT
------ ---------- ----------- ----------
Bank One, N.A. $ 80,000,000 41.02564% $15,000,000
Bank of America, N.A. $ 50,000,000 25.64103%
Comerica Bank $ 25,000,000 12.82051%
Credit Lyonnais New York Branch $ 25,000,000 12.82051%
Xxxxx Fargo, N.A. $ 15,000,000 7.69231%
$195,000,000 100%
