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EXHIBIT 10(w)
AMENDMENT NO. 1 TO
COLLECTION AND PAYING AGREEMENT
AMENDMENT NO. 1, dated as of August 19, 2005 (this "Amendment")
to
the Collection and Paying Agreement, dated as of August 23, 2002
(the
"Agreement"), by and among PULTE MORTGAGE LLC, a Delaware limited
liability
company ("Pulte Mortgage"), in its capacity as borrower under the
Warehouse
Facility (defined below) (in such capacity the "Warehouse
Borrower"), and in its
capacity as Servicer under the CP Facility (defined below) (in such
capacity the
"Servicer"), PULTE FUNDING, INC., a Michigan corporation, in its
capacity as
"Borrower" ("PFI"), under and as defined in the Second Amended and
Restated Loan
Agreement described below (in such capacity, the "CP Facility
Borrower"),
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, in its capacity as
Administrative
Agent for the lenders under the Warehouse Agreement described below
(in such
capacity the "Warehouse Facility Agent"), CALYON NEW YORK BRANCH,
in its
capacity as Administrative Agent for the lenders under the Second
Amended and
Restated Loan Agreement described below (in such capacity the "CP
Facility
Agent"), and LASALLE BANK NATIONAL ASSOCIATION, as collateral agent
for the
Warehouse Facility and the CP Facility (each as defined below) (in
such capacity
the "Collateral Agent"). Capitalized terms, unless otherwise
specified herein,
shall have the meanings assigned thereto in the Loan Agreement.
RECITALS
WHEREAS, the parties to the Agreement desire that the Cash and
Collateral Account be maintained by Pulte Mortgage in the name of
Pulte Mortgage
instead of the Collateral Agent;
WHEREAS, the parties to the Agreement desire to amend the
Agreement
in order to, among other things, provide for the maintenance of the
Cash and
Collateral Account in the name of Pulte Mortgage.
NOW, THEREFORE, the parties agree as follows:
1. Amendment of the Agreement. The Agreement shall be and is
hereby
amended, as of the date hereof, as follows:
(a) The third paragraph under "WITNESSETH" is hereby deleted in
its
entirety
and replaced with the following paragraph:
Pulte Mortgage has formed a special purpose subsidiary, PFI,
and
has entered into a Second Amended and Restated Repurchase
Agreement, as amended, modified or restated from time to time
(the "Repurchase Agreement") with PFI, pursuant to which Pulte
Mortgage sells Mortgage Assets to
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PFI. In order to finance its purchases of Mortgage Assets from
Pulte Mortgage, PFI has entered into a Second Amended and
Restated Loan Agreement, as amended, modified or restated from
time to time (the "Loan Agreement") with the CP Facility Agent,
Pulte Mortgage, as Servicer, the CP Lenders named in such Loan
Agreement, and certain other parties named therein. The
transactions effected by the Repurchase Agreement, the Loan
Agreement and the related transaction documents are referred to
