Waiver to Third Amended and Restated Credit Agreement



 Exhibit 10(h) 
 WAIVER TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 
 This Waiver to Third Amended and Restated Credit Agreement (“Waiver”) is entered into as of November 3, 2009 by and among PULTE HOMES, INC., a Michigan corporation (the “Borrower”), the Lenders that are identified
on the signature pages hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). 
 RECITALS 
 WHEREAS, the Borrower, the Lenders identified on the signature pages hereto, certain other Lenders
and the Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement dated as of June 20, 2007 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated November 21, 2007, a
Second Amendment to Third Amended and Restated Credit Agreement dated February 15, 2008, a Third Amendment to Third Amended and Restated Credit Agreement dated November 21, 2008 and as it may be further amended, renewed and restated from
time to time, the “Credit Agreement”) (all capitalized terms not defined herein shall have the meanings given such terms in the Credit Agreement). 
 WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders grant a limited waiver with respect to the Credit Agreement. 
 NOW, THEREFORE, for good and valuable consideration, the parties hereto hereby agree as follows: 
 1. Limited Waiver. Subject to the satisfaction of the conditions precedent specified in Section 2 hereof, but effective as of
the date hereof, the Administrative Agent and the Lenders signatory hereto hereby waive from the date hereof until and including December 15, 2009, any Default or Event of Default under the Credit Agreement resulting solely from the Borrower,
as of the fiscal quarter ending September 30, 2009, failing to comply with its agreement in Section 5.2(b) of the Credit Agreement to have, as of the end of each fiscal quarter, a Tangible Net Worth that is greater than or equal to the sum
of (i) $2,000,000,000, plus (ii) 50% of the cumulative Net Income of the Borrower and its Subsidiaries (without deduction for losses and excluding the effect of any decrease in any Deferred Tax Valuation Allowance) earned for each
completed fiscal quarter subsequent to September 30, 2008, plus (iii) the amount of any reduction or reversal in Deferred Tax Valuation Allowance for each completed fiscal quarter subsequent to September 30, 2008; provided,
that, unless the Required Lenders otherwise agree, on and after the date hereof, no Lender shall be obligated to make any Extension of Credit except for the issuance and Modifications of Facility LCs by Issuing Banks and participations in Facility
LCs, all in accordance with the Credit Agreement. Upon the expiration of the foregoing waiver, the Administrative Agent and each Lender shall be entitled to exercise any and all rights and remedies under the Credit Documents in respect of any
Default or Event of Default covered by such waiver to the extent such Default or Event of Default shall then be continuing. 
 2. Conditions Precedent. The waiver set forth in Section 1 shall become effective as of the date hereof upon the satisfaction of the following conditions: 
 (a) The Administrative Agent shall have received from the Borrower and the Required Lenders a counterpart of this Waiver signed on behalf of
each such party. 
  

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 (b) The Administrative Agent shall have received from the Guarantors a Consent and Agreement
substantially in the form attached hereto as Exhibit A (the “Guarantor Consent”). 
 (c) The
Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization or formation, existence and good standing of the Borrower and the Guarantors, the
authorization of this Waiver and any other legal matters relating to the Borrower, the Guarantors, the Credit Agreement or this Waiver, all in form and substance satisfactory to the Administrative Agent and its counsel. 
 (d) The Administrative Agent shall have received for the account of each Lender that, not later than 2:00 p.m. (Eastern Time) on
November 3, 2009 (the “Final Consent Time”), shall have executed a counterpart of this Waiver and delivered the same to the Administrative Agent, a non-refundable waiver fee in an amount equal to 0.125% of the Commitment of such
Lender under the Credit Agreement determined at the Final Consent Time. 
 (e) The Borrower shall have paid in full the costs,
expenses and fees set forth in Section 9.3 of the Credit Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent. 
 The Administrative Agent shall notify the Borrower and the Lenders of the effectiveness of this Waiver, and such notice shall be conclusive and binding. 
 3. Representations and Warranties. The Borrower hereby represents and warrants that as of the date hereof, after giving effect to
this Waiver: 
 (a) As of September 30, 2009, the Tangible Net Worth of the Borrower was not less than $1,600,000,000.

 (b) This Waiver has been duly and validly executed by the Borrower and constitutes the legal, valid and binding obligation of
the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditor’s rights generally. 
 (c) The Guarantor Consent has been duly and validly executed by each of the Guarantors and constitutes the legal, valid and binding
obligation of each such Guarantor, enforceable against each such Guarantor in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditor’s
rights generally. 
 (d) The representations and warranties of the Borrower and the other Credit Parties in the Credit Agreement
and the other Credit Documents are true and correct in all material respects as of the date hereof (except with respect to representations and warranties expressly made only as of an earlier date, which representations were true and correct in all
material respects as of such earlier date). 
 (e) There exists no Default or Event of Default. 
  

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 4. Effect of Waiver. Except as expressly set forth herein, this Waiver shall not by
implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent and Lenders under any Credit Documents and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in any Credit Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a
consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in any Credit Documents in similar or different circumstances. This Waiver shall apply and be effective
only with respect to the provisions in the Credit Agreement specifically referred to herein. This Waiver shall constitute a Credit Document for all purposes under the Credit Agreement and the other Credit Documents. On and after date that this
Waiver becomes effective, any reference to the Credit Agreement contained in the Credit Documents shall mean the Credit Agreement as waived hereby. 
 5. Release of Claims. 
 (a) Each of the Borrower and, pursuant to the
Guarantor Consent, the Guarantors releases, remises, acquits and forever discharges each of the Lenders, the Issuing Banks, the Swingline Lender, the Administrative Agent and their respective employees, agents, representatives, corporations, parent
corporations and related corporate divisions (all of the foregoing being the “Released Parties”) from any and all actions, causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and
expenses of any and every character, known or unknown, direct or indirect, at law or in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties on or prior to
the date of hereof in any way, directly or indirectly, arising out of, or in any way connected to, this Waiver, any Extension of Credit, the Credit Agreement or any of the other Credit Documents (all of the foregoing being the “Released
Matters”). 
 (b) Each of the Borrower and, pursuant to the Guarantor Consent, the Guarantors represents and warrants
to each of the Released Parties that it has not transferred, assigned or otherwise conveyed any right, title or interest in any Released Matter to any other Person and that this Section 5 constitutes a full and complete release of all Released
Matters. 
 6. Counterparts. This Waiver may be executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any of the parties hereto may execute this Waiver by signing any such counterpart. 
 7. Choice
of Law. This Waiver shall be construed in accordance with the internal laws (but without regard to the conflict of laws provisions other than Section 5-1401 of the New York General Obligations Law) of the State of New York, but giving
effect to federal laws applicable to national banks. 
 [Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the Borrower and the undersigned Lenders have caused this Waiver to be duly executed as
of the date first above written. 
  

			
	Borrower:
	
	PULTE HOMES, INC.
		
	By:	 	 /s/ Bruce E. Robinson

	Name:	 	Bruce E. Robinson
	Title:	 	Vice President and Treasurer









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	Lenders:
	
	JPMORGAN CHASE BANK, N.A., as Lender and Administrative Agent
		
	By:	 	 /s/ Kimberly Turner

	Name:	 	Kimberly Turner
	Title:	 	Executive Director









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	CITICORP NORTH AMERICA, INC.
		
	By:	 	 /s/ Daniel Gouger

	Name:	 	Daniel Gouger
	Title:	 	Vice President









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Eyal Namordi

	Name:	 	Eyal Namordi
	Title:	 	Senior Vice President









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Nicholas A. Bell

	Name:	 	Nicholas A. Bell
	Title:	 	Director









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	BNP PARIBAS
		
	By:	 	 /s/ Duane Helkowski

	Name:	 	Duane Helkowski
	Title:	 	Managing Director
		
	By:	 	 /s/ Angela Bentley-Arnold

	Name:	 	Angela Bentley-Arnold
	Title:	 	Director









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	CALYON NEW YORK BRANCH
		
	By:	 	 /s/ Joseph Asciolla

	Name:	 	Joseph Asciolla
	Title:	 	Managing Director
		
	By:	 	 /s/ Jason Chrein

	Name:	 	Jason Chrein
	Title:	 	Director









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	COMERICA BANK
		
	By:	 	 /s/ Charles Weddell

	Name:	 	Charles Weddell
	Title:	 	Vice President









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	DEUTSCHE BANK TRUST COMPANY
	AMERICAS
		
	By:	 	 /s/ Omayra Laucella

	Name:	 	Omayra Laucella
	Title:	 	Vice President
		
	By:	 	 /s/ Carin Keegan

	Name:	 	Carin Keegan
	Title:	 	Director









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	 /s/ William McGinty

	Name:	 	William McGinty
	Title:	 	Senior Vice President









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	SUNTRUST BANK
		
	By:	 	 /s/ W. John Wendler

	Name:	 	W. John Wendler
	Title:	 	Senior Vice President









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	UBS LOAN FINANCE LLC
		
	By:	 	 /s/ Irja R. Otsa

	Name:	 	Irja R. Otsa
	Title:	 	Associate Director
		
	By:	 	 /s/ Mary E. Evans

	Name:	 	Mary E. Evans
	Title:	 	Associate Director









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	BANK OF AMERICA, N.A., as Successor by Merger to Merrill Lynch Bank USA
		
	By:	 	 /s/ Eyal Namordi

	Name:	 	Eyal Namordi
	Title:	 	Senior Vice President









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		
	By:	 	 /s/ Victor Pierzchalski

	Name:	 	Victor Pierzchalski
	Title:	 	Authorized Signatory









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	COMPASS BANK
		
	By:	 	 /s/ Chad Mantei

	Name:	 	Chad Mantei
	Title:	 	Vice President









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	LLOYDS TSB BANK PLC
		
	By:	 	 /s/ Susanne Hughes

	Name:	 	Susanne Hughes
	Title:	 	Assistant Vice President
		
	By:	 	 /s/ Nicholas J. Bruce

	Name:	 	Nicholas J. Bruce
	Title:	 	Vice President & Manager
		 	Risk Management & Business Support









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	MIZUHO CORPORATE BANK, LTD.
		
	By:	 	 /s/ Noel P. Purcell

	Name:	 	Noel P. Purcell
	Title:	 	Authorized Signatory









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Luis Donoso

	Name:	 	Luis Donoso
	Title:	 	Vice President









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	NATIXIS (f/k/a NATEXIS BANQUES POPULAIRES)
		
	By:	 	 /s/ Marie Edith Dugény

	Name:	 	Marie Edith Dugény
	Title:	 	Managing Director
		
	By:	 	 /s/ Zineb Bouazzaoui

	Name:	 	Zineb Bouazzaoui
	Title:	 	Associate Director









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	FIFTH THIRD BANK, an Ohio Banking Corporation, successor by merger with Fifth Third Bank, a Michigan Banking Corporation
		
	By:	 	 /s/ Randal Wolffis

	Name:	 	Randal Wolffis
	Title:	 	Vice President









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	REGIONS BANK
		
	By:	 	 /s/ Daniel McClurkin

	Name:	 	Daniel McClurkin
	Title:	 	Vice President









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	CITY NATIONAL BANK
		
	By:	 	 /s/ Xavier Barrera

	Name:	 	Xavier Barrera
	Title:	 	Vice President









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	TD BANK, NA
		
	By:	 	 /s/ Robert E. Delany

	Name:	 	Robert E. Delany
	Title:	 	Vice President









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	WACHOVIA BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Elena B. Bennett

	Name:	 	Elena B. Bennett
	Title:	 	Managing Director









 SIGNATURE PAGE TO WAIVER TO THIRD AMENDED AND 
 RESTATED CREDIT AGREEMENT WITH PULTE HOMES, INC. 
  

			
	BANK OF HAWAII, a Hawaii corporation
		
	By:	 	 /s/ Derek Chang

	Name:	 	Derek Chang
	Title:	 	Vice President









 Exhibit A 
 CONSENT AND AGREEMENT OF GUARANTORS 
 THIS CONSENT AND AGREEMENT OF
GUARANTORS (“Consent”) is executed and delivered as of November 3, 2009, by the undersigned (the “Guarantors”), in favor of the “Lenders” under that certain Third Amended and Restated Credit Agreement dated as of
June 20, 2007, among Pulte Homes, Inc., the Lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent. Such Third Amended and Restated Credit Agreement, as it has been and may be amended,
modified, waived or supplemented from time to time, is hereinafter referred to as the “Credit Agreement.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement.

 W I T N E S S E T H: 
 WHEREAS, the Guarantors have executed and delivered a Guaranty dated June 20, 2007 in favor of the Lenders under the Credit Agreement (the “Guaranty”); and 
 WHEREAS, the Borrower, the Administrative Agent and the Required Lenders have entered into that certain Waiver to Third Amended and Restated
Credit Agreement of even date herewith waiving any Default or Event of Default described therein (the “Waiver”); and 
 WHEREAS, it is a condition to the Waiver that the Guarantors shall have executed this Consent; 
 NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Guarantors hereby consents to the Waiver, agrees that the Guaranty continues in full force and effect with respect to such Guarantor and joins
in and grants the release contained in Section 5 of the Waiver. 
 IN WITNESS WHEREOF, this Consent has been duly executed
by the Guarantors as of the day and year first set forth above. 
  

			
	On behalf of Guarantors listed on the
	attached Schedule A.
		
	By:	 	 /s/ Bruce E. Robinson

	Name:	 	Bruce E. Robinson
	Title:	 	Vice President and Treasurer









 SCHEDULE A 
 Guarantors 
 Anthem Arizona L.L.C. 
 Asset Seven Corp. 
 Centex Construction of New
Mexico, LLC 
 Centex Homes 
 Centex
Homes of California, LLC 
 Centex Homes, LLC 
 Centex International II, LLC 
 Centex Real Estate Construction Company 
 Centex Real Estate Corporation 
 Centex Real Estate Holding, L.P. 
 Del Webb California Corp. 
 Del Webb Communities,
Inc. 
 Del Webb Communities of Illinois, Inc. (f/k/a Bellasera Corp.) 
 Del Webb Corporation 
 Del Webb Home Construction, Inc. 
 Del Webb Limited Holding Co. 
 Del Webb Southwest
Co. 
 Del Webb Texas Limited Partnership 
 Del Webb’s Coventry Homes Construction Co. 
 Del Webb’s Coventry Homes, Inc. 
 Del Webb’s Coventry Homes of Nevada, Inc. 
 DiVosta Homes, L.P. 
 DiVosta Building, LLC 
 Florida Building Products, LLC 
 Harrison Hills, LLC 
 PC/BRE Springfield, L.L.C. 
 PC/BRE Venture L.L.C.

 PC/BRE Whitney Oaks L.L.C. 
 PH1
Corporation 
 PH3 Corporation 
 PH4
Corporation 
 PHT Building Materials Limited Partnership 
 Pulte Nevada 1 L.L.C. 
 PN II, Inc. 
 Potomac Yard Development LLC 
 Pulte Building Systems Holding Company, L.L.C. 
 Pulte Communities NJ, Limited Partnership 
 Pulte
Development Corporation 
 Pulte Home Corporation 
 Pulte Home Corporation of the Delaware Valley 
 Pulte Homes of Greater Kansas City, Inc.

 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 NJ,
Limited Partnership 
 Pulte Homes of Ohio LLC 
 Pulte Homes of PA, Limited Partnership 
 Pulte Homes of Texas, L.P. 
 Pulte Homes Tennessee Limited Partnership 
 Pulte Land Company, LLC 
 Pulte Michigan Services, LLC 
 Pulte Payroll
Corporation 
 Pulte Realty Corporation 
 Radnor Homes, Inc. 
 RN Acquisition 2 Corp. 
 Terravita Home Construction Co. 
 The Jones Company Homes, LLC 
 Wil Corporation