Exhibit 4(k)
PULTEGROUP, INC.
INDENTURE SUPPLEMENT
DATED AS OF FEBRUARY 8, 2016
TO
INDENTURE
DATED AS OF OCTOBER 24, 1995
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(as successor to
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION)
TRUSTEE
SENIOR DEBT SECURITIES
INDENTURE SUPPLEMENT dated as of February 8, 2016, among PULTEGROUP, INC. (formerly known as Pulte Homes, Inc.), a Michigan corporation (the “Company”), located at 3350 Peachtree Road NE, Suite 150, Atlanta, Georgia 30326, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”), and the Company’s direct and indirect subsidiaries set forth onExhibit B attached hereto (collectively, the “New Guarantors”) the New Guarantors and the Existing Guarantors (defined below) are referred to in the Indenture (defined below), as may be further amended, collectively, as the “Guarantors”, and individually, as a “Guarantor”).
The Company and certain Guarantors have heretofore executed and delivered to the Trustee that certain Indenture, dated as of October 24, 1995, as amended by the Indenture Supplement dated as of August 27, 1997, the Indenture Supplement dated as of March 20, 1998, the Indenture supplement dated as of January 31, 1999, the Indenture Supplement dated as of April 3, 2000, the Indenture supplement dated as of February 21, 2001, the Indenture Supplement dated as of July 31, 2001, the Indenture Supplement dated as of August 6, 2001, the Indenture Supplement dated as of June 12, 2002, the Indenture Supplement dated as of February 3, 2003, the Indenture Supplement dated as of May 22, 2003, the Indenture Supplement dated as of January 16, 2004, the Indenture Supplement dated as of July 9, 2004, the Indenture Supplement dated as of February 10, 2005, the Indenture Supplement dated as of May 17, 2006 and the Indenture Supplement dated as of September 15, 2009 (as so amended, the “Base Indenture;” and the Base Indenture, as amended by this Indenture Supplement, the “Indenture”), pursuant to which the Trustee acts as trustee for the holders of the Company’s 7.625% Senior Notes due October 15, 2017, the Company’s 7.875% Senior Notes due June 15, 2032, the Company’s 6.375% Senior Notes due May 15, 2033 and the Company’s 6.000% Senior Notes due February 15, 2035. Capitalized terms used in this Indenture Supplement and not otherwise defined herein shall have the meanings set forth in the Base Indenture.
The Company’s direct and indirect subsidiaries set forth inExhibit A attached hereto (collectively, the “Existing Guarantors”) are currently Guarantors under the Base Indenture. The parties desire to add, effective as of the Guarantee Effective Date (as defined below), the following entities as guarantors of the Guaranteed Obligations under the Indenture:
Centex Development Company, L.P.
Centex LLC (f/k/a Centex Corporation)
DiVosta Homes Holdings, LLC
DW Homebuilding Co.
Nomas LLC
PH 19 Corporation
Preserve II, Inc.
Pulte Arizona Services, Inc.
Pulte Development New Mexico, Inc.
Pulte Homes of Indiana, LLC
Pulte Realty Holdings, Inc.
Pulte Realty Limited Partnership
Pulte Texas Holdings, LLC
Pulte/BP Murrieta Hills, LLC
Section 901(7) of the Base Indenture permits the Company and the Trustee when authorized by or pursuant to a Board Resolution, to execute supplements to the Base Indenture for the purpose of adding guarantors of the Guaranteed Obligations without the consent of any Holders of the Securities.
The execution and delivery of this Indenture Supplement have been authorized by a Board Resolution of the board of directors or other governing bodies of each of the Company and the New Guarantors and have been duly authorized by all necessary action on the part of the Trustee.
All conditions precedent and requirements necessary to make this Indenture Supplement a valid and legally binding instrument in accordance with its terms have been complied with, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized.
NOW, THEREFORE, THIS INDENTURE SUPPLEMENT WITNESSETH:
For and in consideration of the premises and the mutual covenants and agreements contained herein, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:
| 1. | NEW GUARANTORS |
The following entities are hereby added as guarantors of the Guaranteed Obligations under the Indenture, effective January 1, 2015 (the “Guarantee Effective Date”):
Centex Development Company, L.P.
Centex LLC (f/k/a Centex Corporation)
DiVosta Homes Holdings, LLC
DW Homebuilding Co.
Nomas LLC
PH 19 Corporation
Preserve II, Inc.
Pulte Arizona Services, Inc.
Pulte Development New Mexico, Inc.
Pulte Homes of Indiana, LLC
Pulte Realty Holdings, Inc.
Pulte Realty Limited Partnership
Pulte Texas Holdings, LLC
Pulte/BP Murrieta Hills, LLC
| 2. | ASSUMPTION AND AGREEMENTS |
Each of the New Guarantors hereby expressly assumes, as of the Guarantee Effective Date, all the obligations of a Guarantor under the Indenture, including the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of the Guarantees and the Indenture on the part of the Guarantors to be performed or observed.
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| 3. | CONDITIONS OF EFFECTIVENESS |
Subject to Sections 1 and 2 of this Indenture Supplement as regards the Guarantee Effective Date, this Indenture Supplement shall become effective upon the date first set forth above, provided, however, that: (A) the Trustee shall have executed a counterpart of this Indenture Supplement and shall have received one or more counterparts of this Indenture Supplement executed by the Company and the Guarantors, and (B) the Trustee shall have received an Officer’s Certificate from the Company and the Guarantors and an opinion of counsel to the Company in form and substance acceptable to the Trustee.
| 4. | MISCELLANEOUS |
4.1 Except as supplemented and amended hereby, the Base Indenture and the Securities are in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect.
4.2 The Base Indenture, as supplemented by and together with this Indenture Supplement, shall be read, taken and construed as one and the same instrument.
4.3 The Trustee accepts the modification of the Base Indenture effected by this Indenture Supplement, but only upon the terms and conditions set forth in the Base Indenture. Without limiting the generality of the foregoing, the Trustee does not assume any responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company and the New Guarantors. The Trustee does not make any representation and shall not have any responsibility as to the validity and sufficiency of this Indenture Supplement.
4.4 If and to the extent that any provision of this Indenture Supplement limits, qualifies or conflicts with another provision included in this Indenture Supplement or in the Base Indenture, in either case that is required to be included or deemed to be included in this Indenture Supplement or in the Base Indenture by any of the provisions of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such required or deemed provision shall control.
4.5 This Indenture Supplement may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all of such counterparts shall together constitute but one and the same instrument.
4.6 This Indenture Supplement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture Supplement to be duly executed as of the day and year first above written.
| PULTEGROUP, INC. | ||||
| By: | /s/ Bruce E. Robinson | |||
| Name: | Bruce E. Robinson | |||
| Title: | Vice President and Treasurer | |||
| Attest: | ||||
| By: | /s/ Steven M. Cook | |||
| Name: | Steven M. Cook | |||
| Title: | Corporate Secretary | |||
| CENTEX DEVELOPMENT COMPANY, L.P. | ||||
| By: | Centex Homes | |||
| Its: | General Partner | |||
| By: | Centex Real Estate Corporation | |||
| Its: | Managing Partner | |||
| By: | /s/ Bruce E. Robinson | |||
| Name: | Bruce E. Robinson | |||
| Title: | Vice President and Treasurer | |||
| Attest: | ||||
| By: | /s/ Steven M. Cook | |||
| Name: | Steven M. Cook | |||
| Title: | Corporate Secretary | |||
| PULTE HOMES OF INDIANA, LLC | ||||
| By: | /s/ Steven M. Cook | |||
| Name: | Steven M. Cook | |||
| Title: | Manager | |||
| Attest: | ||||
| By: | /s/ Ellen P. Maturen | |||
| Name: | Ellen P. Maturen | |||
| Title: | Vice President | |||
| PULTE REALTY LIMITED PARTNERSHIP | ||||||
| By: | PH 55 LLC | |||||
| Its: | General Partner | |||||
| By: | Pulte Realty Holdings, Inc. | |||||
| Its: | Sole Member | |||||
| By: | /s/ David Furstenberg | |||||
| Name: | David Furstenberg | |||||
| Title: | President and Treasurer | |||||
| Attest: | ||||
| By: | /s/ Pauline M. Talerico | |||
| Name: | Pauline M. Talerico | |||
| Title: | Sr. Tax Specialist | |||
| PULTE REALTY HOLDINGS, INC. | ||||||
| By: | /s/ David Furstenberg | |||||
| Name: | David Furstenberg | |||||
| Title: | President and Treasurer | |||||
| Attest: | ||||
| By: | /s/ Pauline M. Talerico | |||
| Name: | Pauline M. Talerico | |||
| Title: | Sr. Tax Specialist | |||
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| The remaining New Guarantors listed on the attachedExhibit B. | ||||
| By: | /s/ Bruce E. Robinson | |||
| Name: | Bruce E. Robinson | |||
| Title: | Vice President and Treasurer | |||
| Attest: | ||||
| By: | /s/ Steven M. Cook | |||
| Name: | Steven M. Cook | |||
| Title: | Corporate Secretary | |||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||||
| By: | /s/ Valere D. Boyd | |||
| Name: | Valere D. Boyd | |||
| Title: | Vice President | |||
| Attest: | ||||
| By: | /s/ Manjari Purkayastha | |||
| Name: | Manjari Purkayastha | |||
| Title: | Vice President | |||
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EXHIBIT A
EXISTING GUARANTORS
Anthem Arizona, L.L.C.
Centex Construction of New Mexico, LLC
Centex Homes
Centex Homes of California, LLC
Centex Homes, LLC
Centex International II, LLC
Centex Real Estate Construction Company
Centex Real Estate Corporation
Del Webb California Corp.
Del Webb Communities, Inc.
Del Webb Communities of Illinois, Inc.
Del Webb Corporation
Del Webb Home Construction, Inc.
Del Webb Limited Holding Co.
Del Webb Southwest Co.
Del Webb Texas Limited Partnership
Del Webb’s Coventry Homes Construction Co.
Del Webb’s Coventry Homes, Inc.
Del Webb’s Coventry Homes of Nevada, Inc.
DiVosta Building, LLC
DiVosta Homes, L.P.
PH1 Corporation
PH3 Corporation
PH4 Corporation
PN II, Inc.
Potomac Yard Development LLC
Pulte Building Systems Holding Company, LLC
Pulte Communities NJ, Limited Partnership
Pulte Development Corporation
Pulte Home Corporation
Pulte Home Corporation of the Delaware Valley
Pulte Homes of Greater Kansas City, Inc.
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 St. Louis, LLC (f/k/a The Jones Company Homes, LLC)
Pulte Homes of Texas, L.P.
Pulte Homes Tennessee, Inc. (f/k/a Radnor Homes, Inc.)
Pulte Homes Tennessee Limited Partnership
Pulte Land Company, LLC
Pulte Nevada I LLC
Pulte Payroll Corporation
RN Acquisition 2 Corp.
Terravita Home Construction Co.
Wil Corporation
EXHIBIT B
NEW GUARANTORS
Centex Development Company, L.P.
Centex LLC (f/k/a Centex Corporation)
DiVosta Homes Holdings, LLC
DW Homebuilding Co.
Nomas LLC
PH 19 Corporation
Preserve II, Inc.
Pulte Arizona Services, Inc.
Pulte Development New Mexico, Inc.
Pulte Homes of Indiana, LLC
Pulte Realty Holdings, Inc.
Pulte Realty Limited Partnership
Pulte Texas Holdings, LLC
Pulte/BP Murrieta Hills, LLC