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Exhibit 10.42
  AMENDMENT NO. 1
TO AMENDED AND RESTATED
CREDIT AGREEMENT
 Amendment No. 1 to
Amended and Restated Credit Agreement Amendment Technical Olympic USA, Inc Administrative Borrower Borrowers Credit Agreement Lenders Citicorp North America, Inc. Administrative Agent
 W I T N E S S E T H
 Whereas
 Now, Therefore
 Section 1. Amendments to the Credit Agreement
  Eurodollar
    
    Base Rate
    
    Letters ofLevel
    
    Leverage Ratio
    
    Ratings
    
    Rate Loans
    
    Loans
    
    Credit1
    
    Less than or equal
to 1.0
    
    Ba1/BB+ or higher
    
    
    1.50
    %
    
    
    -0-
    
    
    
    1.05
    %2
    
    Greater than 1.0
but less than or
equal to 1.25
    
    Ba2/BB
    
    
    1.60
    %
    
    
    0.10
    %
    
    
    1.15
    %




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
 Eurodollar
    
    Base Rate
    
    Letters ofLevel
    
    Leverage Ratio
    
    Ratings
    
    Rate Loans
    
    Loans
    
    Credit3
    
    Greater than 1.25
but less than or
equal to 1.50
    
    Ba3/BB-
    
    
    1.70
    %
    
    
    0.20
    %
    
    
    1.30
    %4
    
    Greater than 1.50
but less than or
equal to 1.75
    
    B1/B+
    
    
    1.90
    %
    
    
    0.40
    %
    
    
    1.50
    %5
    
    Greater than 1.75
    
    B2/B or lower
    
    
    2.25
    %
    
    
    0.75
    %
    
    
    1.70
    %
   Fiscal Quarter
 
    Minimum Interest Coverage RatioFiscal quarters ending on or after
December 31, 2006 and prior to September
30, 2007
    
    2.00 to 1Fiscal quarters ending on or after
September 30, 2007 and prior to March 31,
2008
    
    1.35 to 1Fiscal quarters ending on or after March
31, 2008
    
    2.00 to 1
 Section 2. Conditions Precedent to the Effectiveness of this Amendment
 Effective Date
 Executed Counterparts
 2




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
 Corporate and Other Proceedings
 No Default or Event of Default
 Amendment Fee Paid Amendment
Fee
 Costs and Expenses Paid
 Section 3. Representations and Warranties
    3




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
 provided however Credit Agreement
  Section 4. Reference to the Effect on the Loan Documents
 this
Agreement hereunder hereof herein thereunder thereof
     Section 5. Execution in Counterparts
  4




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  Section 6. Governing Law
  Section 7. Section Titles
 provided however
 Section 8. Notices
  Section 9. Severability
  Section 10. Successors
  5




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
 Section 11. 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
  6




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
 In Witness Whereof
 TECHNICAL OLYMPIC USA, INC.,
      as the Administrative BorrowerBy:
    /s/ Stephen WagmanName:
    Stephen WagmanTitle:
    EVP & CFO




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  Subsidiary Borrowers:
ENGLE HOMES DELAWARE, INC.
ENGLE HOMES RESIDENTIAL CONSTRUCTION, L.L.C.
ENGLE/JAMES LLC
MCKAY LANDING LLC
NEWMARK HOMES PURCHASING, L.P.
NEWMARK HOMES. L.L.C.
NEWMARK HOMES, L.P.
PREFERRED BUILDERS REALTY, INC.
SILVERLAKE INTERESTS, L.C.
TOI, LLC
TOUSA, LLC
TOUSA ASSOCIATES SERVICES COMPANY
TOUSA DELAWARE, INC.
TOUSA FUNDING, LLC
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 VENTURES, LLC
TOUSA/WEST HOLDINGS, INC.
LORTON SOUTH CONDOMINIUM, LLC
ENGLE HOMES COMMERCIAL CONSTRUCTION, LLC 
LB/TE #1, LLC By:
    
    /s/ Stephen WagmanName:
    
    Stephen WagmanTitle:
    
    EVP




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
 Subsidiary Borrowers (continued):
NEWMARK HOMES BUSINESS TRUST By:
    
    /s/ Stephen WagmanName:
    
    Stephen WagmanTitle:
    
    CO Managing TTEE




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
 CITICORP NORTH AMERICA, INC.,
as Administrative Agent and a LenderBy:
    /s/ Marni McManusName:
    Marni McManusTitle:
    Vice President




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  CITIBANK, N.A., as a LenderBy:
    /s/ Christine M. KanickiName:
    Christine M. KanickiTitle:
    Attorney - In - Fact




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as a LenderBy:Name:Title: By:Name:Title:




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  JPMORGAN CHASE BANK, N.A., as a LenderBy:
    /s/ John P. McDonaghName:
    John P. McDonaghTitle:
    Managing Director




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  WACHOVIA BANK, N.A., as a LenderBy:
    /s/ R. Scott HoltzappleName:
    R. Scott HoltzappleTitle:
    Senior Vice President




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  BANK OF AMERICA, N.A., as a LenderBy:
    /s/ Jonathan BarnesName:
    Jonathan BarnesTitle:
    Vice President 15




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  BANK OF THE WEST, a California Banking

Corporation, as a LenderBy:
    /s/ Jan ManistaName:
    Jan ManistaTitle:
    Vice President By:
    /s/ Gary SeferianName:
    Gary SeferianTitle:
    SVP




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  BRANCH BANKING AND TRUST COMPANY, as a LenderBy:
    /s/ Anne C. GradyName:
    Anne C. GradyTitle:
    Vice President




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  BANK UNITED, FSB, as a LenderBy:Name:Title:




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  COMPASS BANK, an Alabama banking corporation, as a LenderBy:
    /s/ Johanna Duke PaleyName:
    Johanna Duke PaleyTitle:
    Senior Vice President




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  COMERICA BANK, as a LenderBy:
    /s/ Charles WeddellName:
    Charles WeddellTitle:
    Vice President




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a LenderBy:
    /s/ Karim BlasettiName:
    Karim BlasettiTitle:
    Vice President By:
    /s/ Laurence LaPeyreName:
    Laurence LaPeyreTitle:
    Associate




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  DK ACQUISITION PARTNERS, L.P., as a LenderBy:Name:Title:




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  FORTIS BANK S.A./N.V., CAYMAN ISLANDS BRANCH, as a LenderBy:Name:Title: By:Name:Title:




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  GRAND CENTRAL ASSET TRUST SAN SERIES, as a LenderBy:Name:Title:




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  GUARANTY BANK, as a LenderBy:
    /s/ Randall ReidName:
    Randall ReidTitle:
    Senior Vice President




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  KEYBANK NATIONAL ASSOCIATION, as a LenderBy:
    /s/ Tayven HikeName:
    Tayven Hike, CFATitle:
    Vice President




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  NATIXIS (fka NATEXIS BANQUES POPULAIRES), as a LenderBy:
    
    /s/ Marie Edith DugenyName: Marie Edith DugenyTitle: Managing Director, Real Estate FinanceBy:
    
    /s/ Guillaume De ParscauName: Gullaume De ParscauTitle: Managing Director, Business Development




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
 NATIONAL CITY BANK, as a LenderBy:
    /s/ Timothy M. BrownName:
    Timothy M. BrownTitle:
    Vice President




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  PNC BANK, NATIONAL ASSOCIATION, as a LenderBy:
    /s/ Douglas G. PaulName:
    Douglas G. PaulTitle:
    Senior Vice President




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  QUATTRO SPECIAL SITUATIONS, LLC, as a LenderBy:
    /s/ Patrick CriscilloName:
    Patrick CriscilloTitle:
    CFO




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  RAYMOND JAMES BANK, FSB, as a LenderBy:
    /s/ Thomas F. MacinaName:
    Thomas F. MacinaTitle:
    Senior Vice President




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  SOVEREIGN BANK, as a LenderBy:
    /s/ Erin T. AslaksonName:
    Erin T. AslaksonTitle:
    Assistant Vice President




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ve

[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  UBS LOAN FINANCE, LLC, as a LenderBy:
    /s/ Irja R. OtsaName:
    Irja R. OtsaTitle:
    Associate Director Banking Products
Services, US By:
    /s/ Richard L. TavrowName:
    Richard L. TavrowTitle:
    Director Banking Products Services, US




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  U.S. BANK NATIONAL ASSOCIATION, as a LenderBy:
    /s/ David KopolowName:
    David KopolowTitle:
    SVP




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[Signature Page to Amendment No. 1 to Amended and Restated Credit Agreement]
  WASHINGTON MUTUAL BANK, as a LenderBy:Name:Title: