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
Signature Page to Increase Certificate
JPMORGAN CHASE BANK, N.A., as a Lender
By: /s/ Chiara Carter
Name: Chiara Carter
Title: Executive Director
Signature Page to Increase Certificate
CITIBANK, N.A., as a Lender
By: /s/Michael Vondriska
Name: Michael Vondriska
Title: Vice President
Signature Page to Increase Certificate
MIZUHO BANK, LTD., as a Lender
By: /s/ John Davies
Name: John Davies
Title: Authorized Signatory
Signature Page to Increase Certificate
SUNRUST BANK, as a Lender
By: /s/Lisa Smith Boyer
Name: Lisa Smith Boyer
Title: Senior Vice President
Signature Page to Increase Certificate
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
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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
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