Exhibit 10.1
PULTE HOMES, INC.
INDENTURE SUPPLEMENT
DATED AS OF SEPTEMBER 15, 2009
TO
INDENTURE
DATED AS OF OCTOBER 24, 1995
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(as
successor to
J.P. MORGAN
TRUST COMPANY, NATIONAL ASSOCIATION)
TRUSTEE
SENIOR DEBT SECURITIES
INDENTURE SUPPLEMENT dated as of
September 15, 2009, among PULTE HOMES, INC., a Michigan
corporation (the “ Company ”), located at 100
Bloomfield Hills Parkway, Suite 200, Bloomfield Hills, Michigan
48304, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (as
successor to J.P. Morgan Trust Company, National Association), as
Trustee (the “ Trustee ”), the Company’s
direct and indirect homebuilding subsidiaries set forth on
Exhibit A attached hereto (collectively, the “
Existing Guarantors ”), CENTEX CORPORATION, a Nevada
corporation (“ Centex ”), and certain of
Centex’s direct and indirect subsidiaries set forth on
Exhibit B attached hereto (Centex and such subsidiaries, all
together the “ New Guarantors ”) (the Existing
Guarantors and the New Guarantors are referred to in the Indenture,
as amended by this Indenture Supplement and as may be further
amended, collectively as the “ Guarantors ” and
individually as a “ Guarantor ”).
The Company and certain Guarantors
have heretofore executed and delivered to the Trustee that certain
Indenture, dated as of October 24, 1995 (hereinafter, the
“ Original Indenture ” and as amended by the
Indenture Supplement dated as of August 27, 1997, the
Indenture Supplement dated as of March 20, 1998, the Indenture
Supplement dated as of January 31, 1999, two Indenture
Supplements each dated as of April 3, 2000, the Indenture
Supplement dated as of February 21, 2001, the Indenture
Supplement dated as of July 31, 2001, the Indenture Supplement
dated as of August 6, 2001, the Indenture Supplement dated as
of June 12, 2002, the Indenture Supplement dated as of
February 3, 2003, the Indenture Supplement dated as of
May 22, 2003, the Indenture Supplement dated as of
January 16, 2004, the Indenture Supplement dated as of
July 9, 2004, the Indenture Supplement dated as of
February 10, 2005, the Indenture Supplement dated as of
May 17, 2006 and this Indenture Supplement, hereinafter, the
“ Indenture ”), pursuant to which the Trustee
acts as trustee for the holders of the Company’s 7.625%
Senior Notes due October 15, 2017, the Company’s 8.125%
Senior Notes due March 1, 2011, the Company’s 7.875%
Senior Notes due August 1, 2011, the Company’s 7.875%
Senior Notes due June 15, 2032, the Company’s 6.375%
Senior Notes due May 15, 2033, the Company’s 5.250%
Senior Notes due January 15, 2014, the Company’s 4.875%
Senior Notes due July 15, 2009, the Company’s 5.200%
Senior Notes due February 15, 2015, the Company’s 6.000%
Senior Notes due February 15, 2035, and the Company’s
7.375% Senior Notes due June 1, 2046. Capitalized terms used
in this Indenture Supplement and not otherwise defined herein shall
have the meanings set forth in the Indenture.
Pursuant to that certain Agreement
and Plan of Merger (the “ Merger Agreement ”),
dated as of April 7, 2009, by and among the Company, Pi Nevada
Building Company, a Subsidiary of the Company (“ Merger
Sub ”), and Centex Corporation, Merger Sub merged with
and into Centex (the “ Merger ”), with Centex
Corporation surviving as a Subsidiary of the Company.
In connection with the Merger, the
parties desire to add the following companies as guarantors of the
Guaranteed Obligations under the Indenture:
Centex Corporation
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.
The Jones Company Homes, LLC
DiVosta Building, LLC
Potomac Yard Development LLC
Pulte Homes of New York LLC
Pulte Nevada I L.L.C.
Section 901 of the Indenture
permits the Company and the Trustee when authorized by or pursuant
to a Board Resolution, to execute supplements to the Indenture for
the purpose of adding guarantors of the Guaranteed Obligations
without the consent of any Holders of the Securities.
The execution and delivery of this
Indenture Supplement have been authorized by a Board Resolution of
the board of directors or other governing bodies of each of the
Company and the New Guarantors and have been duly authorized by all
necessary action on the part of the Trustee.
All conditions precedent and
requirements necessary to make this Indenture Supplement a valid
and legally binding instrument in accordance with its terms have
been complied with, performed and fulfilled and the execution and
delivery hereof have been in all respects duly
authorized.
NOW, THEREFORE, THIS SUPPLEMENTAL
INDENTURE WITNESSETH:
For and in consideration of the
premises and the mutual covenants and agreements contained herein,
it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any
series thereof, as follows:
1.
REPRESENTATIONS OF COMPANY AND SUCCESSOR
GUARANTORS
Each of Company and the New
Guarantors represents and warrants to the Trustee as
follows:
1.1 In
the case of the New Guarantors, each is duly organized, validly
existing and in good standing under the laws of the United States
of America, any State or the District of Columbia.
1.2 The
execution, delivery and performance by it of this Indenture
Supplement have been authorized and approved by all necessary
action on the part of it.
2.
NEW GUARANTORS
The following companies are hereby
added as guarantors of the Guaranteed Obligations under the
Indenture:
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