Exhibit 10.13
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of November 21, 2025 (this “Amendment”), to the Credit Agreement dated as of February 7, 2025 (the “Credit Agreement”), among MILLROSE PROPERTIES, INC., a Maryland corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the Lenders and Issuing Banks party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
WHEREAS, pursuant to a Contribution Agreement dated as of July 1, 2025 between the Borrower and MPH Parent, LLC, a Delaware limited liability company (“MPH Parent”), the Borrower contributed 100% of the issued and outstanding membership interests in Millrose Properties Holdings, LLC, a Delaware limited liability company, to MPH Parent;
WHEREAS, SPE became a Guarantor pursuant to the Guaranty Agreement, made as of August 1, 2025, in favor of the Lenders, and, in connection therewith, became a party to the Pledge Agreement dated as of February 7, 2025 (as supplemented by the First Pledge Supplement and the Second Pledge Supplement, the “Pledge Agreement”), among the Borrower, MILLROSE PROPERTIES SPE LLC, a Delaware limited liability company (“SPE”), MPSAB, LLC, a Delaware limited liability company (“MPSAB”), as Pledgors, and the Administrative Agent, pursuant to the Supplement, dated as of August 1, 2025 (the “First Pledge Supplement”);
WHEREAS, MPSAB became a Guarantor pursuant to the Guaranty Agreement, made as of November 21, 2025, in favor of the Lenders, and, in connection therewith, became a party to the Pledge Agreement pursuant to the Supplement, dated as of November 21, 2025 (such Supplement, together with the First Pledge Supplement, the “Pledge Supplements”);
WHEREAS, pursuant to Section 9.2(e) of the Credit Agreement, without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent may enter into any amendment, modification, supplement or waiver of any Loan Document to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Creditors; and
WHEREAS, the Borrower has requested, and the Administrative Agent has agreed, to make the following amendments to the Credit Agreement as authorized by Section 9.2(e) of the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: