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0000950124-08-000727.txt : 20080220 0000950124-08-000727.hdr.sgml : 20080220 20080220172857 ACCESSION NUMBER: 0000950124-08-000727 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080215 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080220 DATE AS OF CHANGE: 20080220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PULTE HOMES INC/MI/ CENTRAL INDEX KEY: 0000822416 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 382766606 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09804 FILM NUMBER: 08630682 BUSINESS ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PKWY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486472750 MAIL ADDRESS: STREET 1: 100 BLOOMFIELD HILLS PKWY STE 300 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FORMER COMPANY: FORMER CONFORMED NAME: PULTE CORP DATE OF NAME CHANGE: 19931118 FORMER COMPANY: FORMER CONFORMED NAME: PHM CORP DATE OF NAME CHANGE: 19920703 8-K 1 k24099e8vk.htm CURRENT REPORT, DATED FEBRUARY 15, 2008 e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2008

PULTE HOMES, INC.

(Exact name of registrant as specified in its Charter)


Michigan	1-9804	38-2766606

(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


100 Bloomfield Hills Parkway, Suite 300, Bloomfield Hills, Michigan				48304
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (248) 647-2750

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into a Material Definitive Agreement

On February 15, 2008, Pulte Homes, Inc. (the “Company”) entered into the Second Amendment to Third Amended and Restated Credit Agreement (the “Amendment”). The Amendment was entered into by and among the Company, the lenders, guarantors, administrative agent and others listed therein, with JPMorgan Chase Bank, N.A. serving as Administrative Agent. The Amendment amended the Company’s revolving credit facility to decrease the borrowing capacity from $1.86 billion to $1.6 billion and to adjust the required tangible net worth minimum to exclude the effects of any deferred tax asset valuation allowances.

A copy of the Second Amendment is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 10(a) Second Amendment to Third Amended and Restated Credit Agreement, dated February 15, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	PULTE HOMES, INC.

Date: February 20, 2008	By:	/s/ Steven M. Cook

		Name: Steven M. Cook
		Title: Vice President, General Counsel and Secretary

EXHIBIT INDEX


Exhibit No.		Discription

Exhibit 10(a)		Second Amendment to Third Amended and Restated Credit Agreement, dated February 15, 2008.

EX-10.(A) 2 k24099exv10wxay.htm SECOND AMENDMENT TO THIRD AMENDED & RESTATED CREDIT AGREEMENT exv10wxay

Exhibit 10(a)

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT

This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as of February 15, 2008, among PULTE HOMES, INC., a Michigan corporation (the “Borrower”), the Lenders that are identified on the signature pages hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).

RECITALS

WHEREAS, the Borrower, the Lenders identified on the signature pages hereto, certain other Lenders and Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement dated as of June 20, 2007 (as amended by First Amendment to Third Amended and Restated Credit Agreement dated November 21, 2007 and as it may be further amended, renewed and restated from time to time, the “Credit Agreement”) (all capitalized terms not defined herein shall have the meanings given such terms in the Credit Agreement);

WHEREAS, the Borrower and the Lenders desire to amend the Credit Agreement for the purposes hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration, the parties hereto hereby agree as follows:

1. Aggregate Commitment. Effective as of the date hereof, the Aggregate Commitment is hereby reduced to $1,600,000,000 and Schedule 1.1(a) of the Credit Agreement is amended and restated in its entirety and replaced by Schedule 1.1(a) attached hereto.

2. Definitions. (a) The following definition in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Debt to Capitalization Ratio” means, as of any date, the ratio (stated as a percentage) of (a) Indebtedness of the Credit Parties (other than to the REITs, provided such REIT has complied with Section 6.1(h)) less (i) 50% of Qualified Subordinated Debt and (ii) all Unrestricted Cash held by the Credit Parties in excess of $25,000,000 but not to exceed $300,000,000 to (b) Capitalization.

(b) The following defined terms are added to Section 1.1 of the Credit Agreement:

“Deferred Tax Valuation Allowance” means any valuation allowance applied to deferred tax assets as determined in accordance with GAAP and shown on the financial statements of the Borrower.

“Unrestricted Cash” means cash and Cash Equivalents of the Credit Parties that are free and clear of all Liens (other than Liens securing the Credit Party Obligations) and not subject to any restrictions on the use thereof to pay Indebtedness and other obligations of the Credit Parties.

3. Permitted Debt to Capitalization Ratio. Notwithstanding anything to the contrary contained in Section 5.2(a) of the Credit Agreement, if the first fiscal quarter of the Borrower in which the Permitted Debt to Capitalization Ratio would, pursuant to the provisions of Section 5.2(a)(i), decrease is either the first or second fiscal quarter of 2008 (such quarter, whether the first or second quarter of 2008, but not both, being the “Affected Quarter”), such decrease shall not occur with respect to the Affected Quarter, and the Permitted Debt to Capitalization Ratio shall remain unchanged until the first fiscal quarter (if any) after the Affected Quarter in which the Permitted Debt to Capitalization Ratio would decrease pursuant to the provisions of Section 5.2(a)(i).

4. Tangible Net Worth. Section 5.2(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(b) Tangible Net Worth. As of the last day of each fiscal quarter of the Borrower (beginning with the fiscal quarter ended December 31, 2007), Tangible Net Worth shall be greater than or equal to the following (the “Minimum Tangible Net Worth”): the sum of (i) $4,000,000,000, plus (ii) 50% of the cumulative Net Income of the Borrower and its Subsidiaries (without deduction for losses and excluding the effect of any decrease in any Deferred Tax Valuation Allowance) earned for each completed fiscal quarter subsequent to December 31, 2007 to the date of determination, minus (iii) the cumulative net amount of any Deferred Tax Valuation Allowance as of the date of determination; provided, however, that in no event shall the Minimum Tangible Net Worth be less than $2,900,000,000.

5. Conditions Precedent. This Amendment shall be effective as of the date (“Amendment Effective Date”) upon which the following conditions are satisfied:

(a) The Administrative Agent shall have received from the Borrower and the Required Lenders a counterpart of this Amendment signed on behalf of each such party.

(b) The Administrative Agent shall have received from the Guarantors the Consent and Agreement substantially in the form attached hereto as Exhibit A.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization or formation, existence and good standing of the Borrower, the authorization of this Amendment and any other legal matters relating to the Borrower, the Agreement or this Amendment, all in form and substance satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.

6. Representations and Warranties. The Borrower hereby represents and warrants that as of the date hereof:

(a) The representations and warranties of the Borrower and the other Credit Parties in the Credit Agreement and the other Credit Documents are true and correct in all material respects.

(b) There exists no Default or Event of Default.

7. Ratification. The Credit Agreement, as amended hereby, is hereby ratified and remains in full force and effect.

8. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement and any of the parties hereto may execute this Amendment by signing any such counterpart.

9. Choice of Law. This Amendment and the other Credit Documents shall be construed in accordance with the internal laws (but without regard to the conflict of laws provisions other than Section 5-1401 of the New York General Obligations Law ) of the State of New York, but giving effect to federal laws applicable to national banks.

IN WITNESS WHEREOF, the Borrower and the undersigned Lenders have caused this Amendment to be duly executed as of the date first above written.


	Borrower: PULTE HOMES, INC.
	By:	/s/ Bruce E. Robinson
		Vice President and Treasurer