Fourth Amendment and Wavier to Third Amended and Restated Credit Agreement



 Exhibit 10(a) 
 EXECUTION COPY 
 FOURTH AMENDMENT AND WAIVER TO THIRD
AMENDED AND 
 RESTATED CREDIT AGREEMENT 
 This FOURTH AMENDMENT AND WAIVER TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as of December 11, 2009, is among PULTE HOMES, INC., a Michigan corporation (the
“Borrower”), the Lenders that are identified on the signature pages hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) and BANK OF AMERICA, N.A., As Syndication Agent (“Syndication
Agent”). 
 RECITALS 
 WHEREAS, the Borrower, the Lenders identified on the signature pages hereto, certain other Lenders and Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement dated as
of June 20, 2007 (as amended by First Amendment to Third Amended and Restated Credit Agreement dated November 21, 2007, Second Amendment to Third Amended and Restated Credit Agreement dated February 15, 2008 and 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 and the Lenders desire to amend the Credit Agreement for the
purposes hereinafter set forth; 
 NOW, THEREFORE, for good and valuable consideration, the parties hereto hereby agree as
follows: 
 1. Aggregate Commitment. Effective as of the Fourth Amendment Effective Date (as hereinafter defined), the
Aggregate Commitment is hereby reduced to $750,000,000, and Schedule 1.1(a) of the Credit Agreement is amended and restated in its entirety and replaced by Schedule 1.1(a) attached hereto. 
  

 1 








 2. Definitions. (a) Effective as of the Fourth Amendment Effective Date, the
following definitions in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety to read as follows: 
 “Applicable Percentage” means, for Eurodollar Loans, ABR Loans, Index Rate Swingline Loans, Facility LC Fees and Commitment Fees, the appropriate applicable percentages corresponding to
the Debt to Capitalization Ratio, the Senior Debt Rating and (if applicable) the Interest Coverage Ratio of the Borrower as described below: 
  

											
	 	 	 Level I
	 	 Level II
	 	 Level III
	 	 Level IV
	 	 Level V

	Senior Debt Rating	 	Greater than or equal to BBB/Baa2	 	BBB-/Baa3	 	BB+/ Ba1	 	BB/Ba2	 	Less than BB/Ba2 or no Senior Debt Rating
						
	Debt to Capitalization Ratio	 	Less than or equal to 30%	 	Greater than 30% but less than or equal to 40%	 	Greater than 40% but less than or equal to 45%	 	Greater than 45% but less than or equal to 50%	 	Greater than 50%
						
	Applicable Percentage for Eurodollar Loans, Index Rate Swingline Loans and Facility LC Fee Rate	 	2.250%	 	2.500%	 	2.750%	 	3.000%	 	3.500%
						
	Applicable Percentage for ABR Loans	 	1.250%	 	1.500%	 	1.750%	 	2.000%	 	2.500%
						
	Applicable Percentage for Commitment Fees	 	0.375%	 	0.375%	 	0.500%	 	0.500%	 	0.500%

 Notwithstanding the foregoing, but subject to the next succeeding
paragraph, (1) if the Senior Debt Rating is not at the same level as the Debt to Capitalization Ratio, but no more than one level apart, then the pricing shall correspond to the level which causes pricing to be lower; (2) if the Senior
Debt Rating is more than one level different from the level applicable to the Debt to Capitalization Ratio, then the pricing shall be one level lower (i.e., lower pricing) than the higher of such two levels; and (3) if at any time either the
Moody’s or the S&P rating of the Borrower’s senior unsecured debt is at Level II or better, then pricing shall correspond to the level of such rating or, if both have issued ratings, to the higher of the Moody’s or S&P rating
(i.e., lower pricing). 
 Notwithstanding the foregoing, at any time at which the Interest Coverage Ratio is less
than 1.5 to 1.0, then 0.250% shall be added to each of the pricing levels set forth above next to the “Applicable Percentage for Eurodollar Loans, Index Rate Swingline Loans and Facility LC Fee Rate” and the “Applicable Percentage for
ABR Loans”. 
 The Applicable Percentage shall be determined and adjusted, as necessary, on the date of any
change in the Senior Debt Rating of the Borrower or upon receipt of the officer’s certificate required by Section 5.1(c) calculating the then Debt to Capitalization Ratio and Interest Coverage Ratio. For the avoidance of doubt,
references in this definition to the “Debt to Capitalization Ratio” are references to such ratio as defined in this Agreement and are not references to the “Debt to Tangible Capital Ratio”. 
  

 2 








 “Maximum Commitment Limit” means One Billion Dollars
($1,000,000,000). 
 (b) Effective as of the Fourth Amendment Effective Date, the following defined terms are added in correct
alphabetical order to Section 1.1 of the Credit Agreement: 
 “Adjusted Indebtedness”
means, as of any date (a) the Indebtedness of the Credit Parties (other than the REITs, provided such REIT complied with Section 6.1(h)) less (i) 50% of Qualified Subordinated Debt and (ii) all Unrestricted Cash
held by the Credit Parties in excess of $25,000,000 but not to exceed $2,000,000,000. 
 “Debt to
Tangible Capital Ratio” means, as of any date, the ratio (stated as a percentage) of (a) Adjusted Indebtedness to (b) Adjusted Indebtedness plus Tangible Net Worth. 
 “Fourth Amendment Effective Date” has the meaning provided in Paragraph 7 of the Fourth Amendment to this
Agreement. 
 3. Reduction of Commitments. Effective as of the Fourth Amendment Effective Date,
Section 2.9(d) of the Credit Agreement is amended and restated in its entirety to read as follows: 
 (d) In the event that the Tangible Net Worth of the Borrower determined as of the last day of any fiscal quarter is less than or equal to (i) the greater of (A) $1,500,000,000 and (B) 75%
of the Tangible Net Worth of the Borrower as of December 31, 2009, 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 December 31, 2009 to the date of determination, plus (iii) the amount of any reduction or reversal in Deferred Tax Valuation Allowance for each
completed fiscal quarter subsequent to December 31, 2009 to the date of determination, then, effective as of the fifth (5th) day following the Compliance Date for such fiscal quarter, the Aggregate Commitment shall be permanently reduced
to $500,000,000 (subject to increase thereafter pursuant to the provisions of Section 2.5). Such reduction of the Aggregate Commitment shall reduce the Commitments of the Lenders ratably. If the aggregate Revolving Credit Exposure
exceeds the Aggregate Commitment as so reduced, the Borrower shall, on or before such Compliance Date, (i) repay outstanding Loans to the extent necessary to reduce the aggregate Revolving Credit Exposure to the amount of the Aggregate
Commitment and (ii) if the aggregate Revolving Credit Exposure upon such repayment would exceed the Aggregate Commitment, pay to the Administrative Agent an amount equal to the amount by which the aggregate Revolving Credit Exposure (following
the repayment under clause (i) above) exceeds the Aggregate Commitment, which payment under this clause (ii) shall be held in a Facility LC Collateral Account in accordance with and subject to the terms of
Section 2.6(j). 
  

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 4. Officer’s Certificate. Effective as of the Fourth Amendment Effective Date,
Section 5.1(c)(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (i)
demonstrating compliance with the financial covenants contained in Section 5.2 and setting forth the Debt to Capitalization Ratio by calculation thereof as of the end of each such period, 
 5. Financial Covenants. Effective as of the Fourth Amendment Effective Date, Sections 5.2(a) and 5.2(b) of the
Credit Agreement are hereby amended and restated in their entirety to read as follows as follows: 
 (a) Debt
to Tangible Capital Ratio. The Debt to Tangible Capital Ratio shall be less than (i) 60% as of the last day of each fiscal quarter of the Borrower from and including December 31, 2009 through and including December 31, 2010,
(ii) 57.5% as of the last day of each fiscal quarter of the Borrower from and including March 31, 2011 through and including June 30, 2011 and (ii) 55% as of the last day of each fiscal quarter of the Borrower thereafter.

 (b) Tangible Net Worth. As of the last day of each fiscal quarter of the Borrower (beginning with the
fiscal quarter ended December 31, 2009), Tangible Net Worth shall be greater than or equal to the following: the sum of (i) $1,250,000,000, 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 December 31, 2009 to the date of determination, plus (iii) the
amount of any reduction or reversal in Deferred Tax Valuation Allowance for each completed fiscal quarter subsequent to December 31, 2009 to the date of determination. 
 The covenants set forth in Sections 5.2(a) and 5.2(b) of the Credit Agreement as it existed immediately prior to the Fourth Amendment Effective Date shall apply as of September 30,
2009. 
 6. Waiver. Effective as of the Fourth Amendment Effective Date, the Lenders signatory hereto waive 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. 
  

 4 








 7. Conditions Precedent. This Amendment shall be effective as of the date
(“Fourth Amendment Effective Date”) upon which the following conditions are satisfied: 
 (a) The Administrative Agent
shall have received from the Borrower and the Required Lenders a counterpart of this Amendment signed on behalf of each such party. 
 (b) The Administrative Agent shall have received from the Guarantors the Consent and Agreement substantially in the form attached hereto as Exhibit A. 
 (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, the authorization of this Amendment and any other legal matters relating to the Borrower, the Credit Agreement or this Amendment, all in form and
substance satisfactory to the Administrative Agent and its counsel. 
 (d) The Borrower shall have paid to the Administrative
Agent for the pro rata account of each Lender timely executing and delivering this Amendment (including by way of facsimile or electronic mail) an amendment fee equal to 0.25% of such Lender’s Commitment calculated immediately after giving
effect to this Amendment. 
 (e) The Administrative Agent shall have received all other fees and other amounts due and payable
on or prior to the Fourth Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. 
 The Administrative Agent shall notify the Borrower and the Lenders of the Fourth Amendment Effective Date, and such notice shall be conclusive and binding. 
 8. Representations and Warranties. The Borrower hereby represents and warrants that as of the date hereof, after giving effect to
this Amendment: 
 (a) 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. 
 (b) There exists no Default or Event of
Default. 
 9. Release of Lenders. The Borrower hereby releases and forever discharges the Lenders, Administrative Agent,
Issuing Banks and each of their past, present and future parent corporations, subsidiaries, affiliates and divisions, and their past, present and future shareholders, directors, officers, employees, attorneys, agents, investigators, and insurers,
and the heirs, administrators, executors, legal representatives, trustees, successors and assigns of each of the foregoing, of and from any and all claims of any kind or character whatsoever, whether now known or hereafter discovered, absolute or
contingent, direct or indirect, arising out of any act, event or occurrence of any sort whatsoever occurring on or prior to the date of this Amendment; provided, however, that the Borrower does not hereby release the obligations of the Lenders,
Administrative

  

 5 








 
Agent or any Issuing Bank under any of the Credit Documents (including this Amendment) arising on or after the date of this Amendment. The Borrower shall forever refrain and forebear from
commencing or prosecuting any lawsuit or other proceeding against the Lenders, Administrative Agent and Issuing Banks based upon, arising out of or connected with any of the claims released by this Amendment. 
 10. Ratification. The Credit Agreement, as amended hereby, is hereby ratified and remains in full force and effect. 
 11. Counterparts. This Amendment 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 Amendment by signing any such counterpart. 
 12. Choice of Law.
This Amendment and the other Credit Documents 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] 
  

 6 








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

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

		
	Name:	 	 Bruce E. Robinson

		
	Title:	 	 Vice President and Treasurer










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

			
	 JPMORGAN CHASE BANK, NA.,
 as Lender and Administrative Agent

		
	By:	 	 /s/ Kimberly Turner

		
	Name:	 	 Kimberly Turner

		
	Title:	 	 Executive Director










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

			
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Craig Malloy

		
	Name:	 	 Craig Malloy

		
	Title:	 	 Director










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

			
	BNP PARIBAS
		
	By:	 	 /s/ Duane Helkowski

		
	Name:	 	 Duane Helkowski

		
	Title:	 	 Managing Direction

		
	By:	 	 /s/ Melissa Balley

		
	Name:	 	 Melissa Balley

		
	Title:	 	 Vice President










 SIGNATURE PAGE TO FOURTH AMENDMENT AND 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 FOURTH AMENDMENT AND 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 FOURTH AMENDMENT AND 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/ Paul O’Leary

		
	Name:	 	 Paul O’Leary

		
	Title:	 	 Director










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

			
	LLOYDS TSB BANK PLC
		
	By:	 	 /s/ Susanne Hughes

		
	Name:	 	 Susanne Hughes

		
	Title:	 	 Vice President

		
	By:	 	 /s/ W. J. Bruce

		
	Name:	 	 W. J. Bruce

		
	Title:	 	 Managing Director










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

			
	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Douglas G. Paul

		
	Name:	 	 Douglas G. Paul

		
	Title:	 	 Senior Vice President










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

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

		
	Name:	 	 Marie-Edith Dugeny

		
	Title:	 	 Managing Director

		
	By:	 	 /s/ Zineb Bouazzaoui

		
	Name:	 	 Zineb Bouazzaoui

		
	Title:	 	 Associate Director










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

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

		
	Name:	 	 Elena Bennett

		
	Title:	 	 Managing Director










 SIGNATURE PAGE TO FOURTH AMENDMENT AND 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










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

			
	 CALIFORNIA BANK & TRUST, a
 California Banking Corporation

		
	By:	 	 /s/ Stephanie Lantz

		
	Name:	 	 Stephanie Lantz

		
	Title:	 	 Vice President










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

			
	MALAYAN BANKING BERHAD, NEW YORK BRANCH
		
	By:	 	 /s/ Fauzi Zulkifli

		
	Name:	 	 Fauzi Zulkifli

		
	Title:	 	 General Manager










 SCHEDULE 1.1(a) 
  

				
	Lender	  	Commitment
		
	 Bank of America, N.A.
	  	$	70,564,516.13
		
	 JPMorgan Chase Bank, N.A.
	  	$	56,451,612.92
		
	 Barclays Bank PLC
	  	$	40,322,580.65
		
	 BNP Paribas
	  	$	40,322,580.65
		
	 Calyon New York Branch
	  	$	40,322,580.65
		
	 Citicorp North America, Inc.
	  	$	40,322,580.65
		
	 Comerica Bank
	  	$	40,322,580.65
		
	 Deutsche Bank Trust Company Americas
	  	$	40,322,580.65
		
	 The Royal Bank of Scotland PLC
	  	$	40,322,580.65
		
	 SunTrust Bank
	  	$	40,322,580.65
		
	 UBS Loan Finance LLC
	  	$	40,322,580.65
		
	 Wachovia Bank, National Association
	  	$	40,322,580.65
		
	 Compass Bank
	  	$	30,241,935.48
		
	 Bank of America, N.A., as successor by Merger to Merrill Lynch Bank USA
	  	$	30,241,935.48
		
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	$	22,177,419.35
		
	 Lloyds TSB Bank PLC
	  	$	20,161,290.32
		
	 Mizuho Corporate Bank, Ltd.
	  	$	20,161,290.32
		
	 PNC Bank, National Association
	  	$	20,161,290.32
		
	 Natixis
	  	$	16,129,032.26
		
	 Fifth Third Bank
	  	$	14,112,903.23
		
	 Regions Bank
	  	$	14,112,903.23
		
	 City National Bank
	  	$	10,080,645.16









				
		
	 TD Bank, NA
	  	$	 8,064,516.13
		
	 Bank of Hawaii, a Hawaii corporation
	  	$	6,048,387.10
		
	 California Bank & Trust, a California Banking Corporation
	  	$	6,048,387.10
		
	 Malayan Banking Berhad, New York Branch
	  	$	2,016,129.03
		
	 TOTAL
	  	$	750,000,000.00








 Exhibit A 
 CONSENT AND AGREEMENT OF GUARANTORS 
 THIS CONSENT AND
AGREEMENT OF GUARANTORS (“Consent”) is executed and delivered as of December 11, 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 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.

 WITNESSETH: 
 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 Fourth Amendment and Waiver to Third
Amended and Restated Credit Agreement of even date herewith amending the Credit Agreement (the “Amendment”); and 
 WHEREAS, it is a condition to the Amendment that the Guarantors shall have executed this Consent; 
 NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantors hereby consent to the Amendment and agree that the Guaranty continues in full force and effect with respect to the undersigned Guarantors.

 The Guarantors hereby release and forever discharge the Lenders, Administrative Agent, Issuing Banks and each of their past,
present and future parent corporations, subsidiaries, affiliates and divisions, and their past, present and future shareholders, directors, officers, employees, attorneys, agents, investigators, and insurers, and the heirs, administrators,
executors, legal representatives, trustees, successors and assigns of each of the foregoing, of and from any and all claims of any kind or character whatsoever, whether now known or hereafter discovered, absolute or contingent, direct or indirect,
arising out of any act, event or occurrence of any sort whatsoever occurring on or prior to the date of the Amendment; provided, however, that the Guarantors do not hereby release the obligations of the Lenders, Administrative Agent or any Issuing
Bank under any of the Credit Documents (including the Amendment) arising on or after the date of the Amendment. The Guarantors shall forever refrain and forebear from commencing or prosecuting any lawsuit or other proceeding against the Lenders,
Administrative Agent and Issuing Banks based upon, arising out of or connected with any of the claims released by this Consent. 







 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 I 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