Exhibit 10.1
ASSIGNMENT AND ASSUMPTION
AGREEMENT
This Assignment and Assumption
Agreement (this “ Agreement ”) is made as of
August 18, 2009, between Centex Corporation, a Nevada
corporation (“ Assignor ”) and Pulte Homes,
Inc., a Michigan corporation (“ Assignee ”).
Capitalized terms not otherwise defined in this Agreement will have
the meanings given to them in the Indenture (as defined in Recital
A below).
Recitals
A. Assignor and Chase Bank of Texas,
National Association are parties to an Indenture dated as of
October 1, 1998 (as supplemented from time to time, the
“ Indenture ”) pursuant to which Assignor has
issued the Series of Senior Debt Securities (the “
Securities ”) set forth on the attached Exhibit
A .
B. Assignor desires to assign to
Assignee, and Assignee desires to assume from Assignor, all of
Assignor’s obligations under the Indenture and the Securities
(the “ Assumed Obligations ”).
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Assignor hereby assigns and
delivers to Assignee all of Assumed Obligations.
2. Assignee hereby assumes and
agrees to discharge, and indemnify and hold harmless Assignor from,
all of the Assumed Obligations.
3. Except as otherwise set forth in
this Agreement, Assignee is not assuming any liability or
obligation of Assignor.
4. This Agreement will not affect
Assignee’s right to assert any defense with respect to any of
the Indenture, the Securities or the Assumed Obligations, at law,
in equity or otherwise, against the validity or enforceability of
any liability or obligation with respect to any of the Indenture,
the Securities or the Assumed Obligations.
5. This Agreement will be binding
upon and inure to the benefit of the parties and their respective
successors and assigns.
6. The Assignor and Assignee will
treat the assignment and assumption of the Assumed Obligation under
this Agreement for accounting, tax and all other purposes as
follows: (a) for the Assignor, as an increase or credit to
equity of the Assignor and an equivalent decrease or debit to the
liabilities of the Assignor; and (b) for the Assignee, as an
increase or debit to investment in subsidiary of the Assignee and
an equivalent increase or credit to the liabilities of the
Assignee.
7. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same
agreement.
