EX-10.1






Exhibit 10.1

Execution Version




AMENDMENT NO. 1 TO




SECOND AMENDED AND RESTATED




REVOLVING CREDIT AGREEMENT




This Amendment No. 1 to Second Amended and Restated Revolving Credit Agreement, dated
as of October 25, 2007 (this “Amendment”), is entered into among TOUSA, Inc., a
Delaware corporation (the “Administrative Borrower”), each Subsidiary Borrower (as defined
in the Credit Agreement (as defined below) and, together with the Administrative Borrower, the
“Borrowers”), the Lenders and Issuers (each as defined below) and Citicorp North
America, Inc., as Administrative Agent (in such capacity, the “Administrative Agent”),
and amends the Second Amended and Restated Revolving Credit Agreement dated as of July 31, 2007 (as
amended to the date hereof and as the same may be further amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”) entered into among the Borrowers, the
institutions from time to time party thereto as lenders (the “Lenders”), the Issuers (as
defined in the Credit Agreement), the Administrative Agent, and the other Agents and Arrangers
named therein. Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Credit Agreement.



W I T N E S S E T H :




Whereas, the Borrowers, the Lenders and the Issuers party hereto and the
Administrative Agent desire to amend the Credit Agreement in order to effect the changes described
below;



Now, Therefore, in consideration of the premises and for other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto
hereby agree as follows:




	 	 	 	Section 1. Amendments to the Credit Agreement





(a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following new
definitions in the appropriate alphabetical order:




“Amendment Effective Date” means as of October 22, 2007.




“Designated Period” means the period from the Amendment Effective Date through
and including December 31, 2007.




“Minimum Operating Cash Flow” has the meaning set forth in Schedule V.




“Third Quarter Disclosure Events” means the matters described on Schedule III
hereto.




“Weekly Cash Flow Budget” means the weekly cash flow budget of the
Administrative Borrower and its Subsidiaries set forth on Schedule IV.



(b) Section 1.1 of the Credit Agreement is hereby amended by deleting the pricing grid
contained in the definition of Applicable Margin and replacing it with the following :



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total Leverage	 	 	 	 	 	Eurodollar  Rate	 	Base Rate	 	Letters of
	Level	 	Ratio	 	Ratings	 	Loans 	 	     Loans     	 	     Credit     
	1
	 	Less than or equal	 	Bal/BB+ or higher	 	 	2.50	%	 	 	1.00	%	 	 	2.50	%
	 
	 	to 1.0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2
	 	Greater than 1.0	 	Ba2/BB	 	 	2.60	%	 	 	1.00	%	 	 	2.60	%
	 
	 	but less than or	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	equal to 1.25	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3
	 	Greater than 1.25	 	Ba3/BB-	 	 	3.00	%	 	 	2.00	%	 	 	3.00	%
	 
	 	but less than or	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	equal to 1.50	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4
	 	Greater than 1.50	 	BI/B+	 	 	3.50	%	 	 	2.50	%	 	 	3.50	%
	 
	 	but less than or	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	equal to 1.75	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5
	 	Greater than 1.75	 	 	B2/B	 	 	 	5.00	%	 	 	4.00	%	 	 	5.00	%
	 
	 	but less than or	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	equal to 2.75	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6
	 	Greater than 2.75	 	Caa1/CCC+ or lower	 	 	5.25	%	 	 	4.25	%	 	 	5.25	%






(c) Section 2.1 of the Credit Agreement is hereby amended by adding the following
sentence to the end thereof:




“Notwithstanding anything to the contrary contained herein the Lenders shall have no
obligation to make Loans hereunder (other than Loans pursuant to Section 2.4(g)) during the
Designated Period in excess of an aggregate outstanding amount at any time equal to the
lesser of (i) an amount equal to (A) $65,000,000 plus (B) the principal
amount of Loans outstanding on the Amendment Effective Date prepaid during the Designated
Period pursuant to the last sentence of Section 2.8(b), and (ii) an amount equal to (A) (1)
$130,000,000 plus (2) the principal amount of Loans outstanding on the Amendment
Effective Date prepaid during the Designated Period pursuant to the last sentence of
Section 2.8(b), minus (B) an amount equal to the sum of (1) unpaid Reimbursement
Obligations arising during the Designated Period, (2) the aggregate stated amount of
Letters of Credit Issued during the Designated Period (not including existing Letters of
Credit extended or renewed during the Designated Period but including any increase in
stated amount of any Letter of Credit during the Designated Period) and (3) outstanding
Loans made during the Designated Period; provided, however, in no event
shall the Lenders have any obligation to make Loans hereunder (other than Loans pursuant to
Section 2.4(g)) prior to October 30, 2007.”



(d) Section 2.2(a)(ii)(C) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows:




“(C) whether any portion of the proposed Borrowing will be of Base Rate Loans of Eurodollar
Rate Loans, provided, however, that all proposed Borrowings during the
Designated Period shall be Base Rate Loans,”



(e) Section 2.4(a) of the Credit Agreement is hereby amended by adding the following as clause
(viii):




“(viii) after giving effect to the Issuance of such Letter of Credit, (A) the
aggregate stated amount of Letters of Credit Issued during the Designated Period (not
including existing Letters of Credit extended or renewed during the Designated Period but
including any increase in stated amount of any Letter of Credit during the Designated
Period) plus (B) unpaid Reimbursement Obligations arising during the Designated
Period plus (C) all Loans made during the Designated Period shall not exceed an
amount equal to (1) $130,000,000 plus (2) the principal amount of Loans outstanding
on the Amendment Effective Date prepaid during the Designated Period pursuant to the last
sentence of Section 2.8(b).”



(f) Section 2.8(b) of the Credit Agreement is hereby amended by adding the following sentence
to the end thereof:




“To the extent that the aggregate amount of Loans made hereunder during the Designated
Period plus the stated amount of Letters of Credit Issued during the Designated
Period (other than existing Letters of Credit extended or renewed during the Designated
Period but including any increase in stated amount of any Letter of Credit during the
Designated Period) and Reimbursement Obligations arising during the Designated Period shall
exceed an amount equal to the sum of (i) $130,000,000 plus (ii) the principal
amount of Loans outstanding on the Amendment Effective Date prepaid during the Designated
Period pursuant to the last sentence of this Section 2.8(b), the Borrowers shall within one
Business Day repay Loans in an amount equal to such excess. Notwithstanding anything to
the contrary contained herein, if at any time during the Designated Period the Borrowers
have in excess of $60,000,000 in Unrestricted Cash (determined on a bank cash basis and not
book cash basis) at the close of any Business Day, the Borrowers shall, not later than one
Business Day thereafter, prepay Loans in an amount equal to such excess, and the provision
of Section 2.8(e) shall not apply to any prepayment required to be made pursuant to this
sentence.”



(g) Section 2.10(a) of the Credit Agreement is hereby amended by adding the following sentence
to the end thereof:




“Notwithstanding anything to the contrary contained herein, during the Designated Period,
the Administrative Borrower may not elect (x) to convert Base Rate Loans or any portion
thereof to Eurodollar Rate Loans or (y) to continue Eurodollar Rate Loans or any portion
thereof for an additional Interest Period.”



(h) Section 3.2(b)(i) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:




“(i) the representations and warranties set forth in Article IV and in the
other Loan Documents (other than the representations and warranties set forth in Section
4.20 of the Credit Agreement with respect to any Loan or Issuance made during the
Designated Period) are true and correct on and as of the Effective Date and are true and
correct in all material respects (except that any representation and warranty that is
qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all
respects) on and as of any such date after the Effective Date with the same effect as
though made on and as of such date, except to the extent such representations and
warranties expressly relate to an earlier date, in which case such representation, and
warranties were true and correct in all material respects (except that any representation
and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be
true and correct in all respects) on and as of such earlier date; and”



(i) Section 4.5 of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:




“There has been no Material Adverse Change and there have been no events or
developments (other than the Transeastern Events or the Third Quarter Disclosure Events)
that in the aggregate have had a Material Adverse Effect since December 31, 2006.”



(j) Section 5.1 of the Credit Agreement is hereby amended by adding the following proviso to
the end thereof:




“provided however that prior to December 31, 2007, no Default or Event of
Default shall exist with respect to the failure by the Administrative Borrower to maintain
Tangible Net Worth for the fiscal quarter ended September 30, 2007”



(k) Section 5.2 of the Credit Agreement is hereby amended by inserting the following proviso
immediately after the grid set forth therein:




“provided however that prior to December 31, 2007, no Default or Event of
Default shall exist with respect to the failure by the Administrative Borrower to maintain
the Total Leverage Ratio for the fiscal quarter ended September 30, 2007”



(l) Section 5.3 of the Credit Agreement is hereby amended by inserting the following proviso
immediately after the grid set forth therein:




“provided however that prior to December 31, 2007, no Default or Event of
Default shall exist with respect to the failure by the Administrative Borrower to maintain
the Interest Coverage Ratio for the fiscal quarter ended September 30, 2007 prior to
December 31, 2007”



(m) Section 5.4 of the Credit Agreement is hereby amended by adding the following proviso to
the end of the first sentence thereof:




“provided however that prior to December 31, 2007, no Default or Event of
Default shall exist with respect to the failure by the Administrative Borrower to maintain
such ratio for the fiscal quarter ended September 30, 2007”



(n) Section 5.5 of the Credit Agreement is hereby amended by adding the following proviso to
the end of the first sentence thereof:




“provided however that prior to December 31, 2007, no Default or Event of
Default shall exist with respect to the failure by the Administrative Borrower to maintain
such ratio for the fiscal quarter ended September 30, 2007.”



(o) Article V of the Credit Agreement is hereby amended by adding the following as Section
5.7:




“Section 5.7 Minimum Operating Cash Flow.




For the five week period ending November 30, 2007, operating cash flow of the
Administrative Borrower minus the stated amount of any Letters of Credit Issued
during the Designated Period (other than existing Letters of Credit extended or renewed
during the Designated Period but including any increase in stated amount of any Letter of
Credit during the Designated Period) in a stated amount in excess of $5,000,000, shall not
be less than Minimum Operating Cash Flow. For the purposes of this Section 5.7, operating
cash flow of the Administrative Borrower shall mean operating cash flow (determined in a
manner consistent with the Weekly Cash Flow Budget) before Asset Sale proceeds, land bank
receivables and debt service and financing fees (including fees paid in connection with any
amendment of the Loan Documents and the First Lien Term Loan Documents).”



(p) Section 6.1 of the Credit Agreement is hereby amended by adding the following as
subsection (n):




“(n) The Administrative Borrower shall furnish to the Administrative Agent on the
Wednesday of each calendar week during the Designated Period, a report setting forth in
reasonable detail any material variances from the Weekly Cash Flow Budget on the basis of
the actual prior week as well on a cumulative basis.”



(q) Article VI of the Credit Agreement is hereby amended by adding the following as Section
6.23:




“Section 6.23 Compliance with Weekly Budget.




The Administrative Borrower shall and shall cause of each of its Subsidiaries to use
commercially reasonable efforts to make disbursements in a manner that is consistent with
the Weekly Cash Flow Budget. The Administrative Agent may, and shall at the direction of
the Requisite Lenders, conduct audits from time to time of the Administrative Borrower’s
compliance with such Weekly Cash Flow Budget at the sole cost and expense of the Borrowers.
The Administrative Borrower shall conduct a weekly telephone conference call with the
Administrative Agent (and its designated representatives, attorneys, consultants and
advisors) to discuss the Weekly Cash Flow Budget and any information requested pursuant to
Section 6.1(m) (which for the avoidance of doubt, shall include consultation with the
Administrative Agent (and its designated representatives, attorneys, consultants and
advisors) as to (i) potential restructuring and refinancing proposals under consideration
or made by any of the Borrowers and (ii) any material proposals delivered to or received by
the Administrative Borrower and its Subsidiaries from any holder or holders of Indebtedness
of such Person relating to any amendment, waiver, recapitalization, restructuring,
refinancing or other modification of such Indebtedness (a “Restructuring Proposal”)
that the Administrative Borrower or such Subsidiary is considering undertaking (and the
Administrative Borrower agrees to deliver copies of any term sheets relating to such
Restructuring Proposal (unless the Administrative Borrower believes in good faith that
delivery of such term sheet would adversely affect the negotiations of such Restructuring
Proposal)).”



(r) Section 7.2(i) of the Credit Agreement is hereby amended by inserting adding the following
proviso to the end of thereof:




“; provided, however, that, notwithstanding the foregoing, during the
Designated Period, the Administrative Borrower shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly make “Designated Period Investments” in
an aggregate amount that exceeds $10,000,000 (for the purposes of this proviso, the term
“Designated Period Investments” shall mean an amount equal to (x) cash Investments
(including letters of credit) in, or contributions or loans to, Unaffiliated Joint Ventures
and Unaffiliated Unrestricted Subsidiaries minus (y) all cash returns, cash
dividends and cash distributions (or the fair market value of any non-cash returns,
dividends and distributions) received by the Administrative Borrower or any of its
Restricted Subsidiaries with respect to Unaffiliated Joint Ventures and Unaffiliated
Unrestricted Subsidiaries).”



(s) The Credit Agreement is hereby amended by inserting the schedule attached hereto as
Exhibit A as Schedule III of the Credit Agreement.



(t) The Credit Agreement is hereby amended by inserting the schedule attached hereto as
Exhibit B as Schedule IV to the Credit Agreement.



(u) The Credit Agreement is hereby amended by inserting the schedule attached hereto as
Exhibit C as Schedule V to the Credit Agreement.




	 	 	 	Section 2. Reduction of Revolving Credit Commitment





The Administrative Borrower hereby notifies the Administrative Agent that, in accordance with
Section 2.5 of the Credit Agreement, it is terminating unused portions of the Revolving Credit
Commitments of the Lenders in an amount equal to $50,000,000 effective as of the Effective Date.




	 	 	 	Section 3. Conditions Precedent to the Effectiveness of this Amendment





This Amendment shall be effective as of October 22, 2007 (the “Amendment Effective
Date”), but only when and if each of the following conditions precedent shall have been
satisfied or waived by the Administrative Agent (such date being the “Effective Date”):




(i) Executed Counterparts. The Administrative Agent shall have received this
Amendment duly executed by each Borrower and the Requisite Lenders, the Issuers and the
Administrative Agent.




(ii) Corporate and Other Proceedings. All corporate and other proceedings, and
all documents, instruments and other legal matters in connection with the transactions
contemplated by this Amendment shall be reasonably satisfactory in all respects to the
Administrative Agent.




(iii) No Default or Event of Default. After giving effect to this Amendment, no
Default or Event of Default shall have occurred and be continuing.




(iv) Amendment Fee. Provided that the conditions precedent set forth in this
Section 3 shall have been satisfied or waived by the Administrative Agent no later than
October 24, 2007, the Administrative Borrower will pay to each Lender who has delivered
to the Administrative Agent an executed counterpart of this Amendment no later than
October 24, 2007, a fee equal to 50 bps (0.50%) of the Revolving Credit Commitment of
such Lender (as reduced by this Amendment). Such fees, if payable, will be paid by the
Administrative Borrower on the Business Day following the Effective Date.




(v) Costs and Expenses Paid. The Borrowers shall have paid (A) to the
Administrative Agent all fees payable to the Lenders pursuant to clause (iv) above, (B)
all costs and invoiced out-of-pocket expenses of the Administrative Agent then due
under Section 10.3 of the Credit Agreement, including invoiced expenses incurred in
connection with the preparation, reproduction, execution and delivery of this Amendment
(including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel) and all other costs, expenses and fees then due under any Loan Document and
(C) to CNAI, as Administrative Agent, First Lien Term Loan Administrative Agent and
Second Lien Administrative Agent, a retainer equal to $500,000 for the fees and
expenses of counsel and the financial advisors to CNAI in such capacities.




(vi) Pro forma Borrowing Base Adjustment. The Administrative Agent shall have
received a pro forma manual update of the Borrowing Base calculation set forth in the
Borrowing Base Certificate for the period ending August 30, 2007, which shall
approximate changes as a result of: (A) impairments to GAAP values of Borrowing Base
Assets as of September 30, 2007, (B) sales and other partial releases of Mortgaged
Property through a recent date, (C) cash updated through a recent date and
(D) outstanding Letters of Credit and outstanding Loans through a recent date, which
shall be in a format reasonably satisfactory to the Administrative Agent.




	 	 	 	Section 4. Representations and Warranties





On and as of the Effective Date, after giving effect to this Amendment, each Borrower hereby
represents and warrants to the Administrative Agent and each Lender and Issuer as follows:




(i) this Amendment has been duly authorized, executed and delivered by each
Borrower and constitutes the legal, valid and binding obligations of such Borrower
enforceable against such Borrower in accordance with its terms and the Credit Agreement
as amended by this Amendment and constitutes the legal, valid and binding obligation of
such Borrower enforceable against such Borrower in accordance with its terms, in each
case, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors’ rights and remedies
generally and subject to general principals of equity, regardless of whether considered
in a proceeding in equity or at law;




(ii) each of the representations and warranties contained in Article IV of the
Credit Agreement and each other Loan Document (other than the representations and
warranties set forth in Section 4.20 of the Credit Agreement) is true and correct in
all material respects on and as of the Effective Date, as if made on and as of such
date and except to the extent that such representations and warranties specifically
relate to a specific date, in which case such representations and warranties shall be
true and correct in all material respects as of such specific date; provided, however,
that references therein to the “Credit Agreement” shall be deemed to refer to
the Credit Agreement as amended hereby and after giving effect to the consents and
waivers set forth herein; and




(iii) no Default or Event of Default has occurred and is continuing.




	 	 	 	Section 5. Reference to the Effect on the Loan Documents





(a) As of the Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the
other Loan Documents to the Credit Agreement (including, without limitation, by means of words like
“thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit
Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and
construed as a single instrument. Each of the table of contents and lists of Exhibits and
Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as
of the Amendment Effective Date.



(b) Except as expressly amended hereby or specifically waived above, all of the terms and
provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force
and effect and are hereby ratified and confirmed.



(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Borrowers,
Joint Lead Arrangers or the agents under any of the Loan Documents, nor constitute a waiver or
amendment of any other provision of any of the Loan Documents or for any purpose except as
expressly set forth herein.



(d) This Amendment is a Loan Document.



(e) Each Subsidiary Borrower hereby reaffirms its obligations as a Guarantor under the
Guaranty in all respects.




	 	 	 	Section 6. Execution in Counterparts





This Amendment may be executed in any number of counterparts and by different parties in
separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Signature pages may be detached
from multiple separate counterparts and attached to a single counterpart so that all signature
pages are attached to the same document. Delivery of an executed counterpart by telecopy or
electronic transmission shall be effective as delivery of a manually executed counterpart of this
Amendment.




	 	 	 	Section 7. Governing Law





This Amendment and the rights and obligations of the parties shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.




	 	 	 	Section 8. Section Titles





The section titles contained in this Amendment are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the parties hereto,
except when used to reference a section. Any reference to the number of a clause, sub-clause or
subsection of any Loan Document immediately followed by a reference in parenthesis to the title of
the section of such Loan Document containing such clause, sub-clause or subsection is a reference
to such clause, sub-clause or subsection and not to the entire section; provided, however, that, in
case of direct conflict between the reference to the title and the reference to the number of such
section, the reference to the title shall govern absent manifest error. If any reference to the
number of a section (but not to any clause, sub-clause or subsection thereof) of any Loan Document
is followed immediately by a reference in parenthesis to the title of a section of any Loan
Document, the title reference shall govern in case of direct conflict absent manifest error.




	 	 	 	Section 9. Notices





All communications and notices hereunder shall be given as provided in the Credit Agreement.




	 	 	 	Section 10. Release





Upon the Effective Date, the Administrative Borrower and each Subsidiary Borrower hereby
absolutely and unconditionally releases, acquits and forever discharges the Administrative Agent,
the Issuers and each Lender (other than any Non-Funding Lender) from any and all manner of claims,
demands, actions, causes of action and damages that the Administrative Borrower or any Subsidiary
Borrower may have as of the Effective Date on account of or in any way arising out of any and all
damages or consequences of any act or omission related to this Amendment or the Credit Agreement or
the transactions contemplated hereby or thereby; provided, however, such release
does not constitute a release of claims of third parties or claims arising under chapter 5 of title
11 of the United States Code.




	 	 	 	Section 11. Severability





The fact that any term or provision of this Agreement is held invalid, illegal or
unenforceable as to any person in any situation in any jurisdiction shall not affect the validity,
enforceability or legality of the remaining terms or provisions hereof or the validity,
enforceability or legality of such offending term or provision in any other situation or
jurisdiction or as applied to any person.




	 	 	 	Section 12. Successors





The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the
parties hereto and their respective successors and permitted assigns.




	 	 	 	Section 13. Waiver of Jury Trial





Each of the parties hereto irrevocably waives trial by jury in any action or proceeding
with respect to this Amendment or any other Loan Document.



[SIGNATURE PAGES FOLLOW]




1




In Witness Whereof, the parties hereto have caused this Amendment to be
executed by their respective officers, trustees and general partners thereunto duly authorized, as
of the date first written above.



	 	 	 
	TOUSA, INC., as the Administrative Borrower

	By:/s/Stephen M. Wagman

	
 
	 	Name: Stephen M. Wagman
	
 
	 	Title: Chief Financial Officer






	 	 	 
	Subsidiary Borrowers:
	ENGLE/GILLIGAN, LLC
	ENGLE HOMES COMMERCIAL CONSTRUCTION, LLC
	ENGLE HOMES RESIDENTIAL  CONSTRUCTION, L.L.C.
	ENGLE/JAMES LLC
	ENGLE SIERRA VERDE P4, LLC
	LB/TE #1, LLC
	LORTON SOUTH CONDOMINIUM, LLC
	MCKAY LANDING LLC
	NEWMARK HOMES, L.L.C.
	NEWMARK HOMES PURCHASING, L.P.
	NEWMARK HOMES, L.P.
	PREFERRED BUILDERS REALTY, INC.
	SILVERLAKE INTERESTS, L.C.
	TOI, LLC
	TOUSA, LLC
	TOUSA ASSOCIATES SERVICES COMPANY
	TOUSA HOMES, INC.
	TOUSA HOMES, L.P.
	TOUSA HOMES INVESTMENT #1, INC.
	TOUSA HOMES FLORIDA, L.P.
	TOUSA HOMES INVESTMENT #2, INC.
	TOUSA HOMES INVESTMENT #2, LLC
	TOUSA REALTY, INC.
	TOUSA INVESTMENT #2, INC.
	TOUSA HOMES ARIZONA, LLC
	TOUSA HOMES COLORADO, LLC
	TOUSA HOMES NEVADA, LLC
	TOUSA HOMES MID-ATLANTIC HOLDING, LLC
	TOUSA HOMES MID-ATLANTIC, LLC
	TOUSA MID-ATLANTIC INVESTMENT, LLC
	TOUSA/WEST HOLDINGS, INC.
	By:/s/ Paul Berkowitz
	Name: Paul Berkowitz
	Title: Executive Vice President










2









	 
	Subsidiary Borrowers (continued):

	NEWMARK HOMES BUSINESS TRUST

	By: /s/ Paul Berkowitz

	Name: Paul Berkowitz

	Title: Co-Managing Trustee

	By: /s/ Stephen M. Wagman

	Name: Stephen M. Wagman

	Title: Co-Managing Trustee

	By: /s/ Russell Devendorf

	Name: Russell Devendorf

	Title: Co-Managing Trustee







3




	 
	Subsidiary Borrowers:
	ENGLE HOMES DELAWARE, INC.
	TOUSA DELAWARE, INC.
	TOUSA FUNDING, LLC
	By:/s/Paul Berkowitz
	Name: Paul Berkowitz
	Title:	 	President





4




CITICORP NORTH AMERICA, INC.,


as Administrative Agent and a Lender



By: /s/ Tucker R. Borden

Name: Tucker R. Borden

Title:VP

5



CITIBANK, N.A., as a Lender





By: /s/ Erin Finegan

Name: Erin Finegan

Title: Attorney-In-Fact



CITIBANK, N.A., as an Issuer



By: /s/ Tucker R. Borden

Name: Tucker R. Borden

Title: VP

6



DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender





By: /s/ Dusan Lazarov

Name: Dusan Lazarov

Title:VP



By: /s/ Susan LeFevre

Name: Susan LeFevre

Title:VP

7



JPMORGAN CHASE BANK, N.A., as a Lender








By: /s/ John P. McDonagh

Name: John P. McDonagh

Title: Managing Director

8



WACHOVIA BANK, N.A., as a Lender



By: /s/ R. Scott Holtzapple

Name: R. Scott Holtzapple

Title: SVP









9




	 	 	BANK OF AMERICA, as a Lender





By: /s/ Jonathan M. Barnes

Name: Jonathan M. Barnes

Title:VP

10



BRANCH BANKING AND TRUST COMPANY, as a Lender





By: /s/ Anne C. Grady

Name: Anne C. Grady

Title: VP

11



BANKUNITED, FSB, as a Lender



By: /s/ Roy D. Tanis

Name: Roy D. Tanis

Title:SVP

12



COMERICA BANK, as a Lender








By: /s/ Harve Light

Name: Harve Light

Title:VP

13



COMPASS BANK, as a Lender



By: /s/ Johanna Duke Paley

Name: Johanna Duke Paley

Title: SVP

14



QUADRANGLE MASTER FUNDING LTD, as a Lender





By: Quadrangle Debt Recovery Advisors

Its: Advisor



By: /s/ Christopher Santana

Name: Christopher Santana

Title: Managing Principal

15



DK ACQUISITION PARTNERS, L.P., as a Lender








By: /s/ Anthony Yoseloff

Name: Anthony Yoseloff

Title:General Partner of MH Davidson & Co., General Partner of DK Acquisition Partners,

L.P.

16



GUARANTY BANK, as a Lender



By: /s/ Dan M. Killian

Name: Dan M. Killian

Title: SVP

17



GOLDMAN SACHS CREDIT PARTNERS L.P., as a Lender





By: /s/ Pedro Ramirez

Name: Pedro Ramirez

Title: Authorized Signatory

18



NATIXIS, as a Lender



By: /s/ Marie-Edith Dugeny

Name: Marie-Edith Dugeny

Title: Managing Director







By: /s/ Timothee Deupont

Name: Timothee Deupont

Title:Associate

19



NATIONAL CITY BANK, as a Lender



By: /s/ Gary L. Wimer

Name: Gary L. Wimer

Title: EVP

20



QUATTRO SPECIAL SITUATIONS, as a Lender





By: /s/ Patrick Criscillo

Name: Patrick Criscillo

Title:CFO

21



UBS LOAN FINANCE, LLC, as a Lender



By: /s/ Richard L. Tavrow

Name: Richard L. Tavrow

Title: Director





By: /s/ David B. Julie

Name: David B. Julie

Title:Associate Director

22



U.S. BANK NATIONAL ASSOCIATION, as a Lender



By: /s/ Greg Wilson

Name: Greg Wilson

Title: VP











23