exv10wxby



 





Exhibit 10(b)




FIFTH OMNIBUS AMENDMENT




          THIS FIFTH OMNIBUS AMENDMENT (this “Amendment”), dated as of September 12, 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”) (“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. The definition of “Drawdown Termination
Date” in Section 1.1 of the Loan Agreement is hereby amended by deleting the words “September 12,
2007” in clause (a) therein and replacing them with “September 21, 2007”.



     Section 2. Amendments to the Collateral Agency Agreement. The definition of
“Drawdown Termination Date” in Exhibit D-1 of the Collateral Agency Agreement is hereby amended by
deleting the words “September 12, 2007” in clause (a) therein and replacing them with “September
21, 2007”.



     Section 3. Amendments to the Repurchase Agreement. The definition of “Facility
Termination Date” in Section 1.01 of the Repurchase Agreement is hereby amended by deleting the
words “September 12, 2007” in clause (a) therein and replacing them with “September 21, 2007”.



     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 Fifth Pulte Amendment]

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CALYON NEW YORK BRANCH,as a Bank, as a Managing
Agent and as the Administrative Agent

 	 
	 	By:  	/s/ Richard McBride
 	 
	 	 	Name:  	Richard McBride 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	       /s/ Konstantina Kourmpetis
 	 
	 	 	Name:  	Konstantina Kourmpetis 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ATLANTIC ASSET SECURITIZATION LLC,

as an Issuer

 	 
	 	By:  	Calyon New York Branch, as Attorney-In-Fact
 	 
	 	 	 
	 	By:  	                              /s/ Richard McBride
 	 
	 	 	Name:  	Richard McBride 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                              /s/ Konstantina Kourmpetis
 	 
	 	 	Name:  	Konstantina Kourmpetis 	 
	 	 	Title:  	Managing Director 	 
	 
	 	LA FAYETTE ASSET SECURITIZATION LLC,

as an Issuer

 	 
	 	By:  	Calyon New York Branch, as Attorney-In-Fact
 	 
	 	 	 
	 	By:  	                              /s/ Richard McBride
 	 
	 	 	Name:  	Richard McBride 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                              /s/ Konstantina Kourmpetis
 	 
	 	 	Name:  	Konstantina Kourmpetis 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 [Page 2 of 5 to Fifth 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 Fifth 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 Fifth Pulte Amendment]

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as a Bank and as a Managing Agent

 	 
	 	By:  	/s/ John K. Svolos
 	 
	 	 	Name:  	John K. Svolos 	 
	 	 	Title:  	Executive Director 	 
	 
	 	JS SILOED TRUST,

as an Issuer

 	 
	 	By:  	JPMorgan Chase Bank, N.A., Administrative Trustee
 	 
	 	 	 
	 	By:  	                                                   /s/ John K. Svolos
 	 
	 	 	Name:  	John K. Svolos 	 
	 	 	Title:  	Executive Director 	 
	 
	 	[Page 5 of 5 to Fifth Pulte Amendment]