-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PqqOSEdGGKmN4HNHIQmdO4zVPmejbOtvIFqvqojvd8vzTosPcH0u2z4aiwmoiZyi yKfAxIUiTEKUzh54g7Hdkg== 0000950124-08-001266.txt : 20080317 0000950124-08-001266.hdr.sgml : 20080317 20080317135529 ACCESSION NUMBER: 0000950124-08-001266 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080314 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080317 DATE AS OF CHANGE: 20080317 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: 08692188 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 k24888e8vk.htm CURRENT REPORT DATED MARCH 14, 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): March 14, 2008
PULTE HOMES, INC.
(Exact name of registrant as specified in its Charter)
         
Michigan   1-9804   38-2766606
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
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 March 14, 2008, Pulte Mortgage LLC (the “Company”) entered into a Ninth Omnibus Amendment (the “Amendment”) to its asset-backed commercial paper program. The Amendment was entered into by and among the Company, the lenders, administrative agent, and others listed therein, with Calyon New York Branch serving as Administrative Agent. The Amendment decreases the borrowing capacity to $100 million from $150 million.
A copy of the Ninth 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) Ninth Omnibus Amendment, dated March 14, 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: March 17, 2008  By:   /s/ Steven M. Cook    
    Name:   Steven M. Cook   
    Title:   Vice President, General Counsel and Secretary   
 

 

EX-10.(A) 2 k24888exv10wxay.htm NINTH OMNIBUS AMENDMENT DATED MARCH 14, 2008 exv10wxay
 

Exhibit 10(a)
NINTH OMNIBUS AMENDMENT
          THIS NINTH OMNIBUS AMENDMENT (this “Amendment”), dated as of March 14, 2008, 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”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as a bank and as a managing agent (“JPMC”), JS SILOED TRUST (“JUSI Trust”), successor in interest to JUPITER SECURITIZATION COMPANY LLC (formerly known as Jupiter Securitization Corporation), as an issuer, 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, JUSI Trust, Calyon New York, as a bank, a managing agent and as Administrative Agent, JPMC, as a bank and as a managing agent and the Servicer entered into that certain Second Amended and Restated Loan Agreement, dated as of August 19, 2005, as amended, modified or supplemented to date (the “Loan Agreement”);
          WHEREAS, the Borrower, the Administrative Agent and LaSalle entered into that certain Second Amended and Restated Collateral Agency Agreement, dated as of August 19, 2005, as amended, modified or supplemented to date (the “Collateral Agency Agreement”);
          WHEREAS, certain parties hereto entered into the Transaction Documents (as defined in the Loan Agreement) (the Loan Agreement, Collateral Agency Agreement and the Transaction Documents collectively, the “Operative Documents”);
          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 “Maximum Facility Amount” in Section 1.1 of the Loan Agreement is hereby amended by deleting the amount of $150,000,000 and replacing it with $100,000,000.
          (b)     The definition of “Issuer Facility Amount” in Section 1.1 of the Loan Agreement is hereby amended by deleting the definition in its entirety and replacing it with the following:

 


 

     “Issuer Facility Amount” means (a) with respect to Atlantic and La Fayette on an aggregate basis, $50,000,000 and (b) with respect to JUSI Trust on an aggregate basis, $50,000,000. 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.
          (c)     Schedule I to the Loan Agreement is hereby deleted in its entirety and replaced with Schedule I attached as Annex A hereto.
     Section 2.     Amendment to the Collateral Agency Agreement.
          (a)     The definition of “Maximum Facility Amount” in Exhibit D-1 of the Collateral Agency Agreement is hereby amended by deleting the amount of $150,000,000 and replacing it with $100,000,000.
     Section 3.     Waiver.
     The Administrative Agent, the Issuers, the Banks, the Managing Agents, the Borrower, the Seller, the Buyer and the Servicer, each as applicable, hereby agree to waive, solely for the purposes of this Amendment, effective as of March 14, 2008, the following:
          (a)     compliance with Section 2.1(c) of the Loan Agreement but only insofar as such the Section requires thirty (30) days prior irrevocable notice in order for the Borrower to reduce the Maximum Facility Amount and as such the Section allows for a reduction of the Maximum Facility Amount no more than once every three months.
     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.
          (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.

2


 

          (d)     This Amendment and the rights and obligations of the parties under this Amendment shall be governed by, and construed in accordance with, the laws of the state of New York (without giving effect to the conflict of laws principles thereof, other than Section 5-1401 of the New York General Obligations Law, which shall apply hereto).

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/ David M. Bruining    
    Name:   David M. Bruining   
    Title:   VP/CFO   
 
 
  PULTE MORTGAGE LLC,
as the Servicer and the Seller
 
 
  By:   /s/ John Dagostino    
    Name:   John Dagostino   
    Title:   VP/Treasurer   
 
[Page 1 of 4 to Ninth Pulte Amendment]          

 


 

         
  CALYON NEW YORK BRANCH, as a Bank, as a Managing Agent and as the Administrative Agent
 
 
  By:   /s/ Sam Pilcer   
    Name:   Sam Pilcer   
    Title:   Managing Director   
 
     
  By:   /s/ Richard McBride   
    Name:   Richard McBride   
    Title:   Director   
 
 
  ATLANTIC ASSET SECURITIZATION LLC,
as an Issuer
 
 
  By:   Calyon New York Branch, as Attorney-In-Fact    
       
         
  By:   /s/ Sam Pilcer   
    Name:   Sam Pilcer   
    Title:   Managing Director   
 
     
  By:   /s/ Richard McBride    
    Name:   Richard McBride   
    Title:   Director   
 
         
  LA FAYETTE ASSET SECURITIZATION LLC,
as an Issuer
 
 
  By:   Calyon New York Branch, as Attorney-In-Fact    
       
         
  By:   /s/ Sam Pilcer   
    Name:   Sam Pilcer   
    Title:   Managing Director   
 
     
  By:   /s/ Richard McBride   
    Name:   Richard McBride   
    Title:   Director   
 
[Page 2 of 4 to Ninth Pulte Amendment]          

 


 

         
  JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as a Bank and as a Managing Agent
 
 
  By:   /s/ Julie C. Kraft    
    Name:   Julie C.Kraft   
    Title:   Vice President   
 
 
  JS SILOED TRUST,
as an Issuer
 
 
  By:   JPMorgan Chase Bank, N.A., Administrative Trustee    
       
 
  By:   /s/ Julie C. Kraft    
    Name:   Julie C.Kraft   
    Title:   Vice President   
 
[Page 3 of 4 to Ninth Pulte Amendment]          

 


 

         
  LASALLE BANK NATIONAL ASSOCIATION,
as the Collateral Agent
 
 
  By:   /s/ Gerald T. Sajdak    
    Name:   Gerald T. Sajdak   
    Title:   Vice President   
 
[Page 4 of 4 to Ninth Pulte Amendment]          

 


 

ANNEX A
SCHEDULE I
BANK COMMITMENTS AND PERCENTAGES
                 
            Bank Commitment
Bank   Bank Commitment   Percentage
 
               
CALYON NEW YORK BRANCH*
  $ 50,000,000       50.00 %
 
               
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION**
  $ 50,000,000       50.00 %
 
*   Part of the Calyon New York Group, related to Atlantic and La Fayette.
 
**   Part of the JPMorgan Group, related to JUSI Trust.

 

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