exv10wxay



 





Exhibit 10(a)




NINTH OMNIBUS AMENDMENT




          THIS NINTH OMNIBUS AMENDMENT (this “Amendment”), dated as of March 14, 2008, 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”), 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 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, certain parties hereto entered into the Transaction Documents (as defined in the Loan
Agreement) (the Loan Agreement, Collateral Agency 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)     The definition of “Maximum Facility Amount” in Section 1.1 of the Loan Agreement is hereby
amended by deleting the amount of $150,000,000 and replacing it with $100,000,000.




          (b)     The definition of “Issuer 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:




 









 






     “Issuer Facility Amount” means (a) with respect to Atlantic and La Fayette on
an aggregate basis, $50,000,000 and (b) with respect to JUSI Trust on an aggregate basis,
$50,000,000. 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.



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




     Section 2.     Amendment to the Collateral Agency Agreement.



          (a)     The definition of “Maximum Facility Amount” in Exhibit D-1 of the Collateral Agency
Agreement is hereby amended by deleting the amount of $150,000,000 and replacing it with
$100,000,000.




     Section 3.     Waiver.



     The Administrative Agent, the Issuers, the Banks, the Managing Agents, the Borrower,
the Seller, the Buyer and the Servicer, each as applicable, hereby agree to waive, solely for the
purposes of this Amendment, effective as of March 14, 2008, the following:



          (a)     compliance with Section 2.1(c) of the Loan Agreement but only insofar as such the Section
requires thirty (30) days prior irrevocable notice in order for the Borrower to reduce the Maximum
Facility Amount and as such the Section allows for a reduction of the Maximum Facility Amount no
more than once every three months.




     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.




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          (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 Dagostino
 	 
	 	 	Name:  	John Dagostino 	 
	 	 	Title:  	VP/Treasurer 	 
	 



[Page 1 of 4 to Ninth 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/ Richard McBride 	 
	 	 	Name:  	Richard McBride 	 
	 	 	Title:  	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/ Richard McBride
 	 
	 	 	Name:  	Richard McBride 	 
	 	 	Title:  	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/ Richard McBride 	 
	 	 	Name:  	Richard McBride 	 
	 	 	Title:  	Director 	 
	 



[Page 2 of 4 to Ninth Pulte Amendment]          





 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as a Bank and as a Managing Agent

 	 
	 	By:  	/s/ Julie C. Kraft
 	 
	 	 	Name:  	Julie C.Kraft 	 
	 	 	Title:  	Vice President 	 
	 
	 
	 	JS SILOED TRUST,

as an Issuer

 	 
	 	By:  	JPMorgan Chase Bank, N.A., Administrative Trustee
 	 
	 	 	 	 
	 
	 	By:  	/s/ Julie C. Kraft
 	 
	 	 	Name:  	Julie C.Kraft 	 
	 	 	Title:  	Vice President 	 
	 



[Page 3 of 4 to Ninth 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 4 to Ninth Pulte Amendment]          





 









 





ANNEX A




SCHEDULE I




BANK COMMITMENTS AND PERCENTAGES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Bank Commitment
	Bank	 	Bank Commitment	 	Percentage
	 
	 	 	 	 	 	 	 	 
	CALYON NEW YORK BRANCH*
	 	$	50,000,000	 	 	 	50.00	%
	 
	 	 	 	 	 	 	 	 
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION**
	 	$	50,000,000	 	 	 	50.00	%








 




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