exv10wxdy



 





Exhibit 10(d)




SEVENTH OMNIBUS AMENDMENT




          THIS SEVENTH OMNIBUS AMENDMENT (this “Amendment”), dated as of September 28, 2007, 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”), LLOYDS TSB BANK PLC, as a
bank (“Lloyds”), 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, Lloyds, as a
bank, 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, the Seller and the Buyer entered into that certain Master Repurchase Agreement, dated
as of December 22, 2000, as supplemented by the Second Amended and Restated Addendum to Master
Repurchase Agreement, dated as of August 19, 2005, between the Seller and the Buyer, as amended,
modified or supplemented to date (the “Repurchase Agreement”);




          WHEREAS, certain parties hereto entered into the Transaction Documents (as defined in the Loan
Agreement) (the Loan Agreement, Collateral Agency Agreement, the Repurchase 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) Section 1.1 of the Loan Agreement is hereby amended by adding the following definition of
Bridge Loan:





“Bridge Loan” means a short duration loan that is either secured by the individual borrower’s
former home that is listed or under contract and is provided to the individual borrower to
assist them in purchasing a new Pulte home, or is secured by the individual borrower’s new
Pulte home awaiting pay off from proceeds of the individual borrower’s former home.



          (b) The definition of “Drawdown Termination Date” in Section 1.1 of the Loan Agreement is
hereby amended by deleting the words “September 28, 2007” in clause (a) therein and replacing them
with “September 10, 2008”.




          (c) Section 1.1 of the Loan Agreement is hereby amended by deleting the definition of “Issuer
Facility Amount “ 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, $190,000,000, and (b) with respect to JUSI Trust on an aggregate basis,
$110,000,000. 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.



          (d) Section 1.1 of the Loan Agreement is hereby amended by adding the following definition:





“Lloyds Extension Date” shall mean (i) March 18, 2008, and (ii) thereafter, if
consented to by Lloyds and Calyon New York Branch pursuant to Section 2.1(b), the date that
is specified in the applicable consent, which date shall not be more than 364 days
following the then effective Lloyds Extension Date.



          (e) The definition of “Maximum 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:





“Maximum Facility Amount” means $300,000,000, as such amount may be reduced
pursuant to Section 2.1(c) of this Second Restated Loan Agreement.



          (f) Section 2.1 of the Loan Agreement is hereby amended by adding the following paragraph to
the beginning of 2.1(b):





(b) Calyon may, from time to time by written request to Lloyds (each such notice being
a “Lloyds Extension Request”) given not later than 90 days and not sooner than 120 days
prior to each Lloyds Extension Date, request an extension of the then applicable Lloyds
Extension Date. If Lloyds and Calyon consent, in their sole discretion, to such Lloyds
Extension Request, then the Lloyds Extension Date shall be extended as described in the
definition of “Lloyds Extension Date.” Any such extension may be



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accompanied by such additional fees as the parties shall mutually agree. Notwithstanding
anything else to the contrary, the Bank Commitment of Lloyds shall be zero and the Maximum
Facility Amount shall be reduced automatically by the amount of the Bank Commitment of
Lloyds in effect immediately prior to such reduction without further action on the part of
the Lenders, the Managing Agents or the Administrative Agent, on the then current Lloyds
Extension Date unless a Lloyds Extension Request has been granted pursuant to this
paragraph.



          (g) Schedule I to the Loan Agreement is hereby deleted in its entirety and replaced with the
Schedule I attached as ANNEX A hereto




     Section 2. Amendments to the Collateral Agency Agreement.



          (a) Exhibit D-1 of the Collateral Agency Agreement is hereby amended by adding the following
definition of Bridge Loan:





“Bridge Loan” means a short duration loan that is either secured by the individual
borrower’s former home that is listed or under contract and is provided to the individual
borrower to assist them in purchasing a new Pulte home, or is secured by the individual
borrower’s new Pulte home awaiting pay off from proceeds of the individual borrower’s
former home.



          (b) The definition of “Drawdown Termination Date” in Exhibit D-1 of the Collateral Agency
Agreement is hereby amended by deleting the words “September 28, 2007” in clause (a) therein and
replacing them with “September 10, 2008”.




          (c) The definition of “Maximum Facility Amount” in Exhibit D-1 of the Collateral Agency
Agreement is hereby amended by deleting the definition in its entirety and replacing it with the
following:





“Maximum Facility Amount” means $300,000,000, as such amount may be reduced
pursuant to Section 2.1(c) of the Second Restated Loan Agreement.



     Section 3. Amendments to the Repurchase Agreement.



          (a) Section 1.01 of the Repurchase Agreement is hereby amended by adding the following
definition of Bridge Loan:





“Bridge Loan” means a short duration loan that is either secured by the individual
borrower’s former home that is listed or under contract and is provided to the individual
borrower to assist them in purchasing a new Pulte home, or is secured by the individual
borrower’s new Pulte home awaiting pay off from proceeds of the individual borrower’s
former home.



          (b) The definition of “Facility Termination Date” in Section 1.01 of the Repurchase Agreement
is hereby amended by deleting the words “September 28, 2007” in clause (a) therein and replacing
them with “September 10, 2008”.




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     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.




          (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).





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          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 D’Agostino
 	 
	 	 	Name:  	John D’Agostino 	 
	 	 	Title:  	VP/Treasurer 	 
	 



	 	 	 	 	 




	 	 	 	 	 
	 	[Page 1 of 5 to Seventh 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/ Kostantina Kourmpetis
 	 
	 	 	Name:  	Kostantina Kourmpetis 	 
	 	 	Title:  	Managing 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/ Kostantina Kourmpetis
 	 
	 	 	Name:  	Kostantina Kourmpetis 	 
	 	 	Title:  	Managing 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/ Kostantina Kourmpetis
 	 
	 	 	Name:  	Kostantina Kourmpetis 	 
	 	 	Title:  	Managing Director 	 
	 
	 	[Page 2 of 5 to Seventh Pulte Amendment]

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	LLOYDS TSB BANK PLC,
as a Bank

 	 
	 	By:  	/s/ Michelle White
 	 
	 	 	Name:  	Michelle White 	 
	 	 	Title:  	Associate Director W154 	 
	 
	 	 	 
	 	By:  	                                              /s/ Thomas Spary
 	 
	 	 	Name:  	Thomas Spary 	 
	 	 	Title:  	Associate Director S005 	 
	 
	 	[Page 3 of 5 to Seventh 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 5 to Seventh Pulte Amendment]

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as a Bank and as a Managing Agent

 	 
	 	By:  	/s/ Jill T. Lane
 	 
	 	 	Name:  	Jill T. Lane 	 
	 	 	Title:  	Vice President 	 
	 
	 	JS SILOED TRUST,

as an Issuer

 	 
	 	By:  	JPMorgan Chase Bank, N.A., Administrative Trustee
 	 
	 
	 	By:  	                                                   /s/ Jill T. Lane
 	 
	 	 	Name:  	Jill T. Lane 	 
	 	 	Title:  	Vice President 	 
	 
	 	[Page 5 of 5 to Seventh Pulte Amendment]

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



ANNEX A




SCHEDULE I




BANK COMMITMENTS AND PERCENTAGES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Bank Commitment
	Bank	 	Bank Commitment	 	Percentage
	 
	 	 	 	 	 	 	 	 
	CALYON NEW YORK BRANCH*
	 	$	110,000,000	 	 	 	36.6666	%
	 
	 	 	 	 	 	 	 	 
	JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION**
	 	$	110,000,000	 	 	 	36.6666	%
	 
	 	 	 	 	 	 	 	 
	LLOYDS TSB BANK PLC*
	 	$	80,000,000	 	 	 	26.6668	%








 




			
	*	 	Part of the Calyon New York Group, related to Atlantic
and La Fayette.
	 
	**	 	Part of the JPMorgan Group, related to JUSI Trust.