Increase Certificate effective as of October 13, 2017, delivered pursuant to the Amended and Restated Credit Agreement dated as of June 30, 2016 among PulteGroup, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other Lenders party thereto

EX-10.C 3 exhibit10caccordionincreas.htm EXHIBIT 10.C ACCORDION CERTIFICATE Exhibit

INCREASE CERTIFICATE

October 13, 2017

Reference is made to that certain Amended and Restated Credit Agreement, dated as of June 30, 2016 (as the same may be amended or otherwise modified, the “Credit Agreement”), among PulteGroup, Inc., a Michigan corporation (“Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, a Swing Line Lender, and an L/C Issuer. Capitalized terms used and not defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

Pursuant to Section 2.14 of the Credit Agreement, Borrower, Administrative Agent, and the Lenders party hereto agree to a $250,000,000 increase in the Aggregate Commitments effective on the date of this Increase Certificate. Each Lender party hereto hereby agrees to increase its Commitment under the Credit Agreement on the date hereof in the amount of $50,000,000. After giving effect to such increase, each Lender’s Commitment shall be as set forth on Exhibit A attached hereto. Schedule 2.01 of the Credit Agreement is hereby replaced with Exhibit A hereto.

The Credit Documents are ratified and affirmed by Borrower and shall remain in full force and effect. Borrower represents and warrants to Administrative Agent and the Lenders party hereto that the conditions set forth in Section 2.14(e) of the Credit Agreement have been satisfied as of the date hereof.

This Increase Certificate shall constitute one of the Credit Documents.


[Remainder of page intentionally blank. Signature pages follow.]



16546463_3


EXECUTED as of the date first stated above.


BORROWER:

PULTEGROUP, INC., a Michigan corporation




By:    /s/ D. Bryce Langen            
Name: D. Bryce Langen
Title: Vice President and Treasurer





Signature Page to Increase Certificate



ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A., as Administrative Agent


By:        /s/ Thomas Nowak            

Name:    Thomas Nowak                

Title:    Vice President                


Signature Page to Increase Certificate


LENDERS:

BANK OF AMERICA, N.A., as a Lender


By:        /s/ Thomas Nowak            

Name:    Thomas Nowak            

Title:    Vice President                    


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JPMORGAN CHASE BANK, N.A., as a Lender


By:        /s/ Chiara Carter            

Name:    Chiara Carter             

Title:    Executive Director            

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CITIBANK, N.A., as a Lender


By:        /s/Michael Vondriska            

Name:    Michael Vondriska            

Title:    Vice President                


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MIZUHO BANK, LTD., as a Lender


By:        /s/ John Davies                

Name:    John Davies                

Title:    Authorized Signatory            


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SUNRUST BANK, as a Lender


By:        /s/Lisa Smith Boyer         

Name:    Lisa Smith Boyer            

Title:    Senior Vice President         


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To induce the Administrative Agent and Lenders party hereto to enter into this Increase Certificate, the undersigned hereby (a) consent and agree to its execution and delivery and the terms and conditions thereof, (b) agree that this document in no way releases, diminishes, impairs, reduces, or otherwise adversely affects any guaranties, assurances, or other obligations or undertakings of any of the undersigned under any Credit Documents, and (c) waive notice of acceptance of this Increase Certificate, which binds each of the undersigned and their respective successors and permitted assigns and inures to the benefit of Administrative Agent and Lenders and their respective successors and permitted assigns.

GUARANTORS:
Centex Homes, LLC
Centex International II, LLC
Centex LLC
Centex Real Estate Company, LLC
Del Webb Communities, Inc.
Del Webb Corporation
Del Webb's Coventry Homes, Inc.
DiVosta Homes Holdings, LLC
Nomas LLC
PH 19 Corporation
PH1 Corporation
PN II, Inc.
Potomac Yard Development LLC
Preserve II, Inc.
Pulte Arizona Services, Inc.
Pulte Development Corporation
Pulte Development New Mexico, Inc.
Pulte Diversified Company, LLC
Pulte Home Company, LLC
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 Ohio LLC
Pulte Homes of St. Louis, LLC
Pulte Homes of Washington, Inc.
Pulte Homes Tennessee, Inc. (f/k/a Radnor Homes, Inc.)
Pulte Realty Holding Company, LLC
Pulte Texas Holdings LLC
Pulte/BP Murrieta Hills, LLC
RN Acquisition 2 Corp.

                    
/s/D. Bryce Langen                    
By:     D. Bryce Langen
Title:    Vice President and Treasurer    

[continued on following page]

Signature Page to Increase Certificate



Centex Development Company, L.P.

By: Centex Homes
Its: General Partner

By: Centex Real Estate Company, LLC
Its: Managing Partner


   /s/D. Bryce Langen
By: D. Bryce Langen
Title: Vice President and Treasurer

Centex Homes

By: Centex Real Estate Company, LLC
Its: Managing Partner


   /s/D. Bryce Langen
By: D. Bryce Langen
Title: Vice President and Treasurer

Del Webb Texas Limited Partnership

By: Del Webb Southwest Co.
Its: General Partner


   /s/D. Bryce Langen
By: D. Bryce Langen
Title: Vice President and Treasurer


DiVosta Homes, L.P.

By: DiVosta Homes Holdings, LLC
Its: General Partner


   /s/D. Bryce Langen
By: D. Bryce Langen
Title: Vice President and Treasurer

Pulte Homes of NJ, Limited Partnership

By: Pulte Home Corporation of The
Delaware Valley
Its: General Partner


   /s/D. Bryce Langen
By: D. Bryce Langen
Title: Vice President and Treasurer


Pulte Homes of PA, Limited Partnership

By: PH 50 LLC
Its: General Partner


   /s/D. Bryce Langen
By: D. Bryce Langen
Title: Vice President and Treasurer
 
 

[continues on following page]


 

Signature Page to Increase Certificate







Pulte Homes of Texas, L.P.

By: Pulte Nevada I LLC
Its: General Partner


   D. Bryce Langen
By: D. Bryce Langen
Title: Vice President and Treasurer






Pulte Homes Tennessee Limited Partnership

By: Pulte Homes Tennessee, Inc.
Its: General Partner


   D. Bryce Langen         
By: D. Bryce Langen
Title: Vice President and Treasurer

Pulte Realty Limited Partnership

By: PH 55 LLC
Its: General Partner

By: Pulte Realty Holding Company, LLC
Its: Sole Member


   /s/D. Bryce Langen
By: D. Bryce Langen
Title: Vice President and Treasurer


Pulte Homes of Indiana, LLC



   /s/Kimberly M. Hill
By: Kimberly M. Hill
Title: Manager




EXHIBIT A
COMMITMENTS
AND APPLICABLE PERCENTAGES

Lender
Commitment
Applicable Percentage
Bank of America, N.A.
$112,500,000
11.250000000%
JPMorgan Chase Bank, N.A.
$112,500,000
11.250000000%
Citibank, N.A.
$112,500,000
11.250000000%
Mizuho Bank, Ltd.
$112,500,000
11.250000000%
SunTrust Bank
$112,500,000
11.250000000%
Associated Bank, National Association
$22,500,000
2.250000000%
BNP Paribas
$45,000,000
4.500000000%
Branch Banking and Trust Company
$62,500,000
6.250000000%
Comerica Bank
$62,500,000
6.250000000%
Fifth Third Bank
$45,000,000
4.500000000%
PNC Bank, National Association
$62,500,000
6.250000000%
TD Bank, N.A.
$30,000,000
3.000000000%
U.S. Bank National Association
$45,000,000
4.500000000%
Wells Fargo Bank, National Association
$62,500,000
6.250000000%
Total
$1,000,000,000
100.000000000%


Signature Page to Increase Certificate