EXHIBIT 10.3
AMENDMENT FOR A PERMANENT INCREASE
TO THE AGGREGATE COMMITMENT
This AMENDMENT (this "Amendment") is made as of July 30, 2004 by and
among PULTE MORTGAGE LLC, a Delaware limited liability company (the "Borrower"),
BANK ONE, NA, as agent under the "Credit Agreement" (as defined below) (the
"Agent") and SUNTRUST BANK and THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO
BRANCH (the "Supplemental Lenders").
RECITALS
A. The Borrower, the Agent and certain other Lenders, as described
therein, are parties to a Fifth Amended and Restated Revolving Credit Agreement
dated as of June 30, 2004 (as amended from time to time, the "Credit
Agreement"). All terms used herein and not otherwise defined shall have the same
meaning given to them in the Credit Agreement.
B. Pursuant to Section 2.10(c) of the Credit Agreement, the Borrower
has the right to increase the Aggregate Commitment on a permanent basis by
obtaining new or increased Commitments upon satisfaction of certain conditions.
This Amendment requires only the signature of the Borrower, the Agent and the
Supplemental Lenders so long as the Aggregate Commitment is not increased above
$550,000,000.
C. The Supplemental Lenders are new Lenders which are lending
institutions whose identity the Agent has approved by its signature below.
AGREEMENTS
1. Permanent Increase. In consideration of the foregoing, the
Supplemental Lenders, from and after the date hereof shall each have a
Commitment in the amount set forth next to its signature below, resulting in a
new Aggregate Commitment of $390,000,000 as of the date hereof. Each
Supplemental Lender hereby assumes all of the rights and obligations of a Lender
under the Credit Agreement.
2. Effective Date. The effective date of this Amendment 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) if requested by any Supplemental Lender, the Borrower has
executed and delivered to each such Supplemental Lender a Note in the form
attached to the Credit Agreement as Exhibit A, in the face amount of, and to
evidence the Commitment of each such Supplemental Lender; and
(iii) the Borrower has paid any upfront fee due to the
Supplemental Lenders with respect to such new Commitments.
3. 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
Supplemental 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 Supplemental Lender.
(vii) This Amendment may be executed in counterparts which,
taken together, shall constitute a single document.
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IN WITNESS WHEREOF, the Agent, the Borrower and the Supplemental Lender
have executed this Amendment as of the date shown above.
PULTE MORTGAGE LLC
By: /s/ David M. Bruining
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Name:
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Its: SVP and CFO
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BANK ONE, NA, as Agent
By: /s/ Kenneth S. Nelson
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Name:
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Its: Director
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Commitment: $20,000,000 THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By: /s/ Shinichiro Munechika
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Name:
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Its: Deputy General Manager
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Address For Notices
227 West Monroe, Suite 2300
Chicago, Illinois 60606
Attention: Tom Denio
Phone: 312-696-4665
Fax: 312-696-4535
Commitment: $15,000,000 SUNTRUST BANK
By: /s/ W. John Wendler
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Name:
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Its: Director
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Address For Notices
8245 Boone Blvd., Suite 820
Vienna, Virginia 22182
Attention: W. John Wendler
Phone: 703-902-9041
Fax: 703-902-9245
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