##### 



Exhibit 10.30
 $800,000,000
 CREDIT AGREEMENT
 Dated as of March 9, 2006
 among
 Technical Olympic USA, Inc. ,
 as Borrower
 and
 The Lenders and Issuers Party Hereto
 and
 Citicorp North America, Inc.,
 as Administrative Agent,
 Deutsche Bank Securities Inc.,
 as Syndication Agent,
 J.P. Morgan Chase Bank, N.A.,
 and
 Wachovia Capital Markets, LLC
 as Co-Documentation Agents,
 and
 Citigroup Global Markets Inc.
 and
 Deutsche Bank Securities Inc.
 as Joint Lead Arrangers and Joint Book Managers




---



##### 



TABLE OF CONTENTS
 PageARTICLE IDEFINITIONS, INTERPRETATION AND ACCOUNTING TERMSSECTION 1.1
    
    Defined Terms.
    
    
    1SECTION 1.2
    
    Computation of Time Periods.
    
    
    22SECTION 1.3
    
    Accounting Terms and Principles.
    
    
    22SECTION 1.4
    
    Certain Terms.
    
    
    22ARTICLE IITHE FACILITYSECTION 2.1
    
    The Revolving Credit Commitments.
    
    
    23SECTION 2.2
    
    Borrowing Procedures.
    
    
    23SECTION 2.3
    
    Swing Loans.
    
    
    24SECTION 2.4
    
    Letters of Credit.
    
    
    26SECTION 2.5
    
    Reduction and Termination of the Revolving Credit Commitments.
    
    
    30SECTION 2.6
    
    Repayment of Loans.
    
    
    30SECTION 2.7
    
    Evidence of Debt.
    
    
    30SECTION 2.8
    
    Prepayments.
    
    
    31SECTION 2.9
    
    Interest.
    
    
    31SECTION 2.10
    
    Conversion/Continuation Option.
    
    
    32SECTION 2.11
    
    Fees.
    
    
    32SECTION 2.12
    
    Payments and Computations.
    
    
    33SECTION 2.13
    
    Special Provisions Governing Eurodollar Rate Loans.
    
    
    35SECTION 2.14
    
    Capital Adequacy.
    
    
    37SECTION 2.15
    
    Taxes.
    
    
    37SECTION 2.16
    
    Substitution of Lenders.
    
    
    39SECTION 2.17
    
    Facility Extension.
    
    
    40SECTION 2.18
    
    Facility Increase.
    
    
    41ARTICLE IIICONDITIONS TO LOANS AND LETTERS OF CREDITSECTION 3.1
    
    Conditions Precedent to the Effectiveness of this Agreement.
    
    
    42SECTION 3.2
    
    Conditions Precedent to Each Loan and Letter of Credit.
    
    
    44SECTION 3.3
    
    Determinations of Initial Borrowing Conditions.
    
    
    44ARTICLE IVREPRESENTATIONS AND WARRANTIESSECTION 4.1
    
    Corporate Existence; Compliance with Law.
    
    
    45SECTION 4.2
    
    Corporate Power; Authorization; Enforceable Obligations.
    
    
    45SECTION 4.3
    
    Ownership of Subsidiaries.
    
    
    46
 -i-




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##### 



PageSECTION 4.4
    
    Financial Statements.
    
    
    46SECTION 4.5
    
    Material Adverse Change.
    
    
    47SECTION 4.6
    
    Litigation.
    
    
    47SECTION 4.7
    
    Taxes.
    
    
    47SECTION 4.8
    
    Full Disclosure.
    
    
    47SECTION 4.9
    
    Margin Regulations.
    
    
    48SECTION 4.10
    
    No Burdensome Restrictions; No Defaults.
    
    
    48SECTION 4.11
    
    Investment Company Act
    
    
    48SECTION 4.12
    
    Use of Proceeds.
    
    
    48SECTION 4.13
    
    Insurance.
    
    
    48SECTION 4.14
    
    Labor Matters.
    
    
    49SECTION 4.15
    
    ERISA.
    
    
    49SECTION 4.16
    
    Environmental Matters.
    
    
    49SECTION 4.17
    
    Intellectual Property.
    
    
    49SECTION 4.18
    
    Title; Real Property.
    
    
    50SECTION 4.19
    
    Anti-Terrorism Laws.
    
    
    50ARTICLE VFINANCIAL COVENANTSSECTION 5.1
    
    Adjusted Consolidated Tangible Net Worth.
    
    
    51SECTION 5.2
    
    Maximum Indebtedness to Adjusted Consolidated Tangible Net Worth Ratio.
    
    
    51SECTION 5.3
    
    Minimum Interest Coverage Ratio.
    
    
    51SECTION 5.4
    
    Unsold Land to Adjusted Consolidated Tangible Net Worth.
    
    
    51SECTION 5.5
    
    Unsold Units to Units Closed.
    
    
    52ARTICLE VIAFFIRMATIVE COVENANTSSECTION 6.1
    
    Reporting Requirements.
    
    
    52SECTION 6.2
    
    Preservation of Corporate Existence, Etc.
    
    
    55SECTION 6.3
    
    Compliance with Laws, Etc.
    
    
    55SECTION 6.4
    
    Conduct of Business.
    
    
    55SECTION 6.5
    
    Payment of Taxes, Etc.
    
    
    55SECTION 6.6
    
    Maintenance of Insurance.
    
    
    55SECTION 6.7
    
    Transactions with Affiliates.
    
    
    55SECTION 6.8
    
    Access.
    
    
    56SECTION 6.9
    
    Keeping of Books.
    
    
    56SECTION 6.10
    
    Maintenance of Properties, Etc.
    
    
    56SECTION 6.11
    
    Application of Proceeds.
    
    
    56SECTION 6.12
    
    Environmental.
    
    
    56SECTION 6.13
    
    Additional Guaranties.
    
    
    57SECTION 6.14
    
    Designation of Restricted and Unrestricted Subsidiaries.
    
    
    57
 -ii-




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##### 



PageARTICLE VIINEGATIVE COVENANTSSECTION 7.1
    
    Liens, Etc.
    
    
    59SECTION 7.2
    
    Investments.
    
    
    59SECTION 7.3
    
    Restricted Payments.
    
    
    60SECTION 7.4
    
    Restriction on Fundamental Changes.
    
    
    61SECTION 7.5
    
    Change in Nature of Business.
    
    
    61SECTION 7.6
    
    Transactions with Affiliates.
    
    
    61SECTION 7.7
    
    Restrictions on Subsidiary Distributions; No New Negative Pledge.
    
    
    62SECTION 7.8
    
    Sale/Leasebacks.
    
    
    62SECTION 7.9
    
    Compliance with ERISA.
    
    
    62SECTION 7.10
    
    Environmental.
    
    
    62ARTICLE VIIIEVENTS OF DEFAULTSECTION 8.1
    
    Events of Default.
    
    
    63SECTION 8.2
    
    Remedies.
    
    
    64SECTION 8.3
    
    Actions in Respect of Letters of Credit.
    
    
    64SECTION 8.4
    
    Rescission.
    
    
    65ARTICLE IXTHE ADMINISTRATIVE AGENTSECTION 9.1
    
    Authorization and Action.
    
    
    65SECTION 9.2
    
    Administrative Agents Reliance, Etc.
    
    
    66SECTION 9.3
    
    The Administrative Agent Individually.
    
    
    66SECTION 9.4
    
    Lender Credit Decision.
    
    
    67SECTION 9.5
    
    Indemnification.
    
    
    67SECTION 9.6
    
    Successor Administrative Agent.
    
    
    67ARTICLE XMISCELLANEOUSSECTION 10.1
    
    Amendments, Waivers, Etc.
    
    
    68SECTION 10.2
    
    Assignments and Participations.
    
    
    69SECTION 10.3
    
    Costs and Expenses.
    
    
    72SECTION 10.4
    
    Indemnities.
    
    
    72SECTION 10.5
    
    Limitation of Liability.
    
    
    74SECTION 10.6
    
    Right of Set-off.
    
    
    74SECTION 10.7
    
    Sharing of Payments, Etc.
    
    
    74SECTION 10.8
    
    Notices, Etc.
    
    
    75SECTION 10.9
    
    No Waiver; Remedies.
    
    
    76SECTION 10.10
    
    Binding Effect.
    
    
    76SECTION 10.11
    
    Governing Law.
    
    
    76
 -iii-




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##### 



PageSECTION 10.12
    
    Submission to Jurisdiction; Service of Process.
    
    
    76SECTION 10.13
    
    Waiver of Jury Trial.
    
    
    77SECTION 10.14
    
    Section Titles.
    
    
    77SECTION 10.15
    
    Execution in Counterparts.
    
    
    77SECTION 10.16
    
    Entire Agreement.
    
    
    77SECTION 10.17
    
    Confidentiality.
    
    
    77SECTION 10.18
    
    USA Patriot Act.
    
    
    78SECTION 10.19
    
    Agent Communications.
    
    
    78
 -iv-




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##### 



Schedules
 Schedule I
    
    
    
    Revolving Credit CommitmentsSchedule II
    
    
    
    Applicable Lending Offices and Addresses for NoticesSchedule 2.4
    
    
    
    Existing Letters of CreditSchedule 4.2
    
    
    
    ConsentsSchedule 4.3
    
    
    
    Ownership of SubsidiariesSchedule 4.4
    
    
    
    Material ObligationsSchedule 4.6
    
    
    
    LitigationSchedule 4.7
    
    
    
    TaxesSchedule 4.13
    
    
    
    InsuranceSchedule 7.1
    
    
    
    Existing LiensSchedule 7.2
    
    
    
    Existing InvestmentsSchedule 7.7
    
    
    
    Restrictions on Subsidiary Distributions
 Exhibits
 Exhibit A
    
    
    
    Form of Assignment and AcceptanceExhibit B
    
    
    
    Form of Assumption AgreementExhibit C
    
    
    
    Form of Revolving Credit NoteExhibit D
    
    
    
    Form of Notice of BorrowingExhibit E
    
    
    
    Form of Borrowing Base CertificateExhibit F
    
    
    
    Form of Notice of Conversion or ContinuationExhibit G
    
    
    
    Form of Opinion of Counsel for the Loan PartiesExhibit H
    
    
    
    Form of Guaranty
 -v-




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##### 



Credit Agreement ( Agreement Technical Olympic USA, Inc. Borrower Citicorp North America, Inc. CNAI Administrative Agent Deutsche Bank Securities Inc Syndication Agent J.P. Morgan Securities Inc. Wachovia Capital Markets, LLC Co-Documentation Agents
  ARTICLE I
 DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS
 Defined Terms
  Adjusted Consolidated Tangible Net Worth plus
 Administrative Agent
 Affiliate control
 Agreement
 Anti-Terrorism Laws
 Applicable Lending Office
 Applicable Margin  per annum




---



##### 



Eurodollar RateLevel
    
    
    Leverage Ratio
    
    
    Ratings
    
    
    Loans
    
    
    Base Rate Loans
    
    
    Letters of Credit1
    
    
    Less than or equal to 1.0
    
    
    Ba1/BB+ or higher
    
    
    1.25%
    
    
    -0-
    
    
    1.05%2
    
    
    Greater than 1.0 but
less than or equal to
1.25
    
    
    Ba2/BB
    
    
    1.35%
    
    
    -0-
    
    
    1.15%3
    
    
    Greater than 1.25 but
less than or equal to
1.50
    
    
    Ba3/BB-
    
    
    1.45%
    
    
    -0-
    
    
    1.30%4
    
    
    Greater than 1.50 but
less than or equal to
1.75
    
    
    B1/B+
    
    
    1.65%
    
    
    0.15%
    
    
    1.50%5
    
    
    Greater than 1.75
    
    
    B2/B or lower
    
    
    2.00%
    
    
    0.50%
    
    
    1.70%
 Ratings Leverage Ratio
   Applicable Unused Commitment Fee Rate per annum
 -2-




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##### 



Unused Commitment Percentage
    
    
    Unused Commitment Fee RateHigher than 66 2/3%
    
    
    
    0.300
    %Higher than 33 1/3% and lower than or equal to 66 2/3%
    
    
    
    0.225
    %Lower than or equal to 33 1/3%
    
    
    
    0.125
    %
 Approved Fund
 Arrangers
 Assignment and Acceptance Exhibit A
 Assumption Agreement Exhibit B
 Available Credit minus
 Bankruptcy Code
 Base Rate per annum plus per annum
 Base Rate Loan
 Board of Directors
 Borrowing
 Borrowing Base
   -3-




---



##### 



provided however
 Borrowing Base Assets
 Borrowing Base Certificate Exhibit F
 Business Day
 Capital Lease
 Capital Lease Obligations
 Cash Equivalents
   -4-




---



##### 



clauses (a) (b) (c) (d) provided however clauses (a) (b) (c) (d)
 Change of Control
      -5-




---



##### 



Citibank
 CNAI
 Code
 Communications
 Completed Unsold Homes
 Compliance Certificate
 Consenting Lenders
 Consolidated
 Consolidated Net Income
 Constituent Documents
 Contaminant
 -6-




---



##### 



Contract for Sale
 Contractual Obligation
 Customary Permitted Liens
        Default
 -7-




---



##### 



Disclosure Documents
 Dollars
 Domestic Lending Office Schedule II
 Domestic Subsidiary
 EBITDA plus minus plus
 Effective Date
 Eligible Assignee
 -8-




---



##### 



Entitled Land
 Environmental Laws
 Environmental Lien
 Equity Issuance
 ERISA
 ERISA Affiliate
 ERISA Event
 Escrow Proceeds Receivables
 Eurocurrency Liabilities
 Eurodollar Base Rate
 -9-




---



##### 



Eurodollar Lending Office Schedule II
 Eurodollar Rate
 Eurodollar Rate Loan
 Event of Default
 Exchange Act
 Executive Order
 Existing Credit Agreement
 Existing Letters of Credit Schedule
2.4
 Extending Lender
 Extension Request
 Facility
 Facility Extension
 Facility Increase
 -10-




---



##### 



Facility Increase Effective Date
 Fair Market Value
 Federal Funds Rate per annum
 Federal Reserve Board
 Financial Statements
 Finished Lots
 Fitch
 Fund
 GAAP provided
 Governmental Authority
 Guarantor
 -11-




---



##### 



Guaranty Exhibit
H
 Hedging Contracts
 Indebtedness plus
 Indebtedness Associated with Assets Not Owned
 Indebtedness to Adjusted Consolidated Tangible Net Worth Ratio
 Indemnified Matter
 -12-




---



##### 



Indemnitees
 Interest Coverage Ratio
 Interest Expense
 Interest Incurred
 Interest Period provided however
      -13-




---



##### 



Interest Rate Contracts
 Investment
 IRS
 Issue Issued Issuance
 Issuer
 January 2003 Senior Notes
 Joint Venture
 Land/Lots Under Development
 Leases
 -14-




---



##### 



Lender
 Letter of Credit
 Letter of Credit Obligations
 Letter of Credit Request
 Letter of Credit Undrawn Amounts
 Lien
 Loan
 Loan Documents
 Loan Party
 Management Services Agreement
 Material Adverse Change
 Material Adverse Effect
 Maximum Credit
 Model Homes
 -15-




---



##### 



Moodys
 Multiemployer Plan
 Non-Consenting Lender
 Non-Funding Lender
 Non-U.S. Lender
 Notice of Borrowing
 Notice of Conversion or Continuation
 Obligations
 One Year Projections
 PBGC
 Performance Letters of Credit
 Permit
 Permitted Acquisition Target Acquisition
 -16-




---



##### 



Permitted Holders
 Permitted Markets
 Permitted Refinancing Indebtedness Refinance provided
 Person
 Platform
 Proposed Change
 Ratable Portion ratably
 Real Property Land
 Register
 Reimbursement Date
 -17-




---



##### 



Reimbursement Obligations
 Rejecting Lenders
 Release
 Remedial Action
 Replacement Lenders
 Requirement of Law
 Requisite Lenders Requisite Lenders
 Responsible Officer
 Restricted Payment
 Restricted Subsidiary
 Revolving Credit Commitment Schedule I Revolving Credit Commitment
 -18-




---



##### 



Revolving Credit Note
 Revolving Credit Outstandings
 Revolving Credit Termination Date
 Revolving Loan
 S&P
 Scheduled Termination Date
 SEC
 Security
 Selling Lender
 Senior Leverage Ratio
 Senior Notes
 Senior Unsecured Indebtedness pari passu
 -19-




---



##### 



Sold Homes
 Stock
 Stock Equivalents
 Subordinated Indebtedness
 Subordinated Notes
 Subsidiary
 Swing Loan
 Swing Loan Borrowing
 Swing Loan Lender
 Swing Loan Request
 Tangible Net Worth
 Tax Affiliate
 -20-




---



##### 



Tax Allocation Agreement
 Tax Return
 Taxes
 Title IV Plan
 TOSA
 TOSI
 Total Assets minus
 Total Revolving Credit Commitment
 UCC
 Unaffiliated
 Unimproved Land
 Unit
 Units Closed
 Unrestricted Cash
 Unrestricted Subsidiary
 Unsold Homes Under Construction
 -21-




---



##### 



Unsold Land
 Unsold Units
 Unused Commitment
 Unused Commitment Percentage
 USA Patriot Act
 Voting Stock
 Wholly-Owned Subsidiary
 Withdrawal Liability
 Computation of Time Periods
 from from and including to until to but excluding through to and including
 Accounting Terms and Principles
  Certain Terms
 herein hereof hereunder
 -22-




---



##### 



including
 Lender Issuer Administrative Agent
  ARTICLE II
 THE FACILITY
 The Revolving Credit Commitments
 Revolving Loan Schedule I provided however
 Borrowing Procedures
 Exhibit D Notice of Borrowing
 -23-




---



##### 



Non-Funding Lender
 Swing Loans
 Swing Loan
 -24-




---



##### 



provided however
 Swing Loan Request
  subsection (e)
 clause (c) clause (d) clause (b)
 -25-




---



##### 



clause (f)
 clause (e) clause (e)
 clause (e) clause (f) clause (e) (f)
 Letters of Credit
 provided however
   -26-




---



##### 



provided however
 Letter of Credit Request
    -27-




---



##### 



Reimbursement Date clause (g) clause (d) clause (g)
 -28-




---



##### 



clause (g)
 -29-




---



##### 



per annum
  Reduction and Termination of the Revolving Credit Commitments
 provided however
 Repayment of Loans
  Evidence of Debt
   clauses (a) (b) prima facie provided however
 -30-




---



##### 



Exhibit C
 Prepayments
 provided however
  Interest
 Rate of Interest
  per annum plus
 per annum plus
 Interest Payments
  -31-




---



##### 



Default Interest
 per annum
 Conversion/Continuation Option
 provided however Exhibit F Notice of Conversion or Continuation
  Fees
 Applicable Unused Commitment Fee
  -32-




---



##### 



Letter of Credit Fees
   per annum provided however per annum
 Additional Fees
  Payments and Computations
 clauses (e) (f) provided however
  -33-




---



##### 



provided however first
  first second third
 clause (e)
 first
 second
 -34-




---



##### 



third
 fourth
 fifth
 sixth
 seventh
 eighth
 provided however clause (f) clause
(f)
  Special Provisions Governing Eurodollar Rate Loans
 Determination of Interest Rate
 Eurodollar
 -35-




---



##### 



Rate
 Interest Rate Unascertainable, Inadequate or Unfair
  Increased Costs
  Illegality
  -36-




---



##### 



Breakage Costs
  Capital Adequacy
  Taxes
  -37-




---



##### 



Taxes
 Other Taxes
     -38-




---



##### 



Substitution of Lenders
 clause (a)(i) Affected Lender clauses (a)(i), (ii), (iii) or (iv) provided however Lender
 -39-




---



##### 



Facility Extension
 Extension Requests Extension Request Consenting Lenders
 Full Assignment Rejecting Lenders Replacement Lenders
 Partial Assignment Previous Scheduled Termination Date
 -40-




---



##### 



Approval of Extension
 No Default
 Facility Increase
 Facility Increase provided however pro forma Article V provided however
 -41-




---



##### 



Facility Increase Effective Date
 ARTICLE III
 CONDITIONS TO LOANS AND LETTERS OF CREDIT
 Conditions Precedent to the Effectiveness of this Agreement
 Effective Date
 Certain Documents
    Exhibit G
   -42-




---



##### 



Fee and Expenses Paid
  Consents, Etc
  Existing Credit Agreement
  -43-




---



##### 



Conditions Precedent to Each Loan and Letter of Credit
  Request for Borrowing or Issuance of Letter of Credit
  Representations and Warranties; No Defaults
    Additional Matters
   Determinations of Initial Borrowing Conditions
  -44-




---



##### 



ARTICLE IV
 REPRESENTATIONS AND WARRANTIES
  Corporate Existence; Compliance with Law
  Corporate Power; Authorization; Enforceable Obligations
     Schedule 4.2
 -45-




---



##### 



Ownership of Subsidiaries
 Schedule 4.3 Schedule 4.3 Schedule 4.3
 Financial Statements
  Schedule 4.4 clause (a)
  -46-




---



##### 



Material Adverse Change
  Litigation
 Schedule 4.6
 Taxes
 Tax Returns Schedule
4.7
 Schedule 4.7
 Full Disclosure
  -47-




---



##### 



Margin Regulations
  No Burdensome Restrictions; No Defaults
    Investment Company Act
 investment company affiliated person promoter principal underwriter investment company
 Use of Proceeds
  Insurance
 Schedule 4.13
 -48-




---



##### 



Schedule
4.13
 Labor Matters
   ERISA
  Environmental Matters
   Intellectual Property
  -49-




---



##### 



Title; Real Property
    Anti-Terrorism Laws
 Anti-Terrorism Laws Executive Order USA Patriot Act
        -50-




---



##### 



clause (b)
 ARTICLE V
 FINANCIAL COVENANTS
  Adjusted Consolidated Tangible Net Worth
 plus plus
 Maximum Indebtedness to Adjusted Consolidated Tangible Net Worth Ratio
  Minimum Interest Coverage Ratio
  Unsold Land to Adjusted Consolidated Tangible Net Worth
  -51-




---



##### 



Unsold Units to Units Closed
  ARTICLE VI
 AFFIRMATIVE COVENANTS
  Reporting Requirements
  Quarterly Reports
 clause (d) clause (a)
 Annual Reports
  -52-




---



##### 



clause (b)
 Compliance Certificate clauses (a) (b)
 Compliance
Certificate
  Projections/Business Plan
  Default Notices
  Notice of Litigation
  -53-




---



##### 



ERISA Matters
   Schedule B
 Environmental Matters
  Borrowing Base Determination
   -54-




---



##### 



Other Information
  Preservation of Corporate Existence,Etc
  Compliance with Laws,Etc
  Conduct of Business
 clauses (a) (b)
 Payment of Taxes,Etc
  Maintenance of Insurance
  Transactions with Affiliates
 provided however
 -55-




---



##### 



Access
  Keeping of Books
  Maintenance of Properties,Etc
  Application of Proceeds
  Environmental
  -56-




---



##### 



Additional Guaranties
  Designation of Restricted and Unrestricted Subsidiaries
     clause (1)
 -57-




---



##### 



ARTICLE VII
 NEGATIVE COVENANTS
  -58-




---



##### 



Liens,Etc
  Schedule 7.1
  provided however clause (c)
 clauses (a) (c) (d)
    provided
 Investments
  Schedule
7.2
   -59-




---



##### 



plus minus provided
   Restricted Payments
   provided
 plus provided
 -60-




---



##### 



provided however provided further pro forma
  Restriction on Fundamental Changes
  Change in Nature of Business
  Transactions with Affiliates
  -61-




---



##### 



provided however
 SECTION 7.7 Restrictions on Subsidiary Distributions; No New Negative
Pledge.
 Schedule 7.7
 Sale/Leasebacks
  Compliance with ERISA
  Environmental
 provided however
 -62-




---



##### 



ARTICLE VIII
 EVENTS OF DEFAULT
 Events of Default
       provided however
 -63-




---



##### 



Remedies
 provided however
 Actions in Respect of Letters of Credit
  -64-




---



##### 



provided however
 Rescission
 provided however
 ARTICLE IX
 THE ADMINISTRATIVE AGENT
 Authorization and Action
  provided however
 -65-




---



##### 



Administrative Agents Reliance,Etc
  The Administrative Agent Individually
 Lenders Requisite Lenders Lenders ,
 -66-




---



##### 



Lender Credit Decision
  Indemnification
 provided however
 Successor Administrative Agent
  -67-




---



##### 



ARTICLE X
 MISCELLANEOUS
 Amendments, Waivers,Etc
 provided however
 provided however
       Requisite
Lenders
 -68-




---



##### 



provided further
  Proposed Change Non-Consenting Lender pro rata provided however provided however
 Assignments and Participations
 provided however
 -69-




---



##### 



provided further
  Register
 registered form
 -70-




---



##### 



Exhibit C
 provided however
 provided however
  -71-




---



##### 



Costs and Expenses
 llp
  Indemnities
  -72-




---



##### 



Indemnitee Indemnified Matters provided however et seq .
   -73-




---



##### 



Limitation of Liability
  Right of Set-off
 provided however
 Sharing of Payments,Etc
 Purchasing Lender Selling Lender
   -74-




---



##### 



Notices,Etc
   Technical Olympic USA, Inc.
4000 Hollywood Boulevard
Suite 500 N.
Hollywood, FL 33021
Attention: David Keller, Chief Financial Officer
Telecopy no: (954) 364-4010
E-Mail Address: dkeller@tousa.com
  Technical Olympic USA, Inc.
4000 Hollywood Boulevard
Suite 500 N.
Hollywood, Florida 33021
Attention: Patricia M. Petersen, Esq., General Counsel
Telecopy no: (954) 364-4037
E-Mail Address: ppetersen@tousa.com
 Schedule II
 Schedule II
  Citigroup Global Markets Inc.
Two Penns Way, Suite 200
New Castle, Delaware 19720
Attention: Elizabeth J. Wier
Telecopy no: (212) 994-0961
E-Mail Address: elizabeth.j.wier@citigroup.com
  Cahill Gordon & Reindel llp
80 Pine Street
New York, New York 10005
Attention: Michael A. Becker, Esq.
Telecopy no: (212) 269-5420
E-Mail Address: mbecker@cahill.com
 -75-




---



##### 



provided however
 No Waiver; Remedies
  Binding Effect
 provided however
 Governing Law
  Submission to Jurisdiction; Service of Process
 forum non conveniens .
   -76-




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##### 



Waiver of Jury Trial
 EACH OF THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUERS AND THE BORROWER IRREVOCABLY WAIVES
TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT.
 Section Titles
 provided however
 Execution in Counterparts
  Entire Agreement
  Confidentiality
 Borrower Information
 -77-




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##### 



Facility Information
 USA Patriot Act
  Agent Communications
 Communications
 Platform
 -78-




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##### 



AGENT PARTIES
   [Signature Pages Follow]
 -79-




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##### 



TECHNICAL OLYMPIC USA, INC., 
     as BorrowerBy:
    /s/ David J. KellerName:
    David J. KellerTitle:
    Sr. Vice President, Chief
Financial Officer and TreasurerCITIGROUP GLOBAL MARKETS INC.,
     as Joint Lead Arranger and Joint Bank
     ManagerBy:
    /s/ Carolyn A. KeenName:
    Carolyn A. KeenTitle:
    Managing DirectorCITICORP NORTH AMERICA, INC.,
     as Administrative Agent and LenderBy:
    /s/ Carolyn A. KeenName:
    Carolyn A. KeenTitle:
    Vice PresidentDEUTSCHE BANK SECURITIES INC.,
     as Joint Lead Arranger and Joint Book
     Manager and Syndication AgentBy:
    /s/ Brenda CaseyName:
    Brenda CaseyTitle:
    DirectorBy:
    /s/ Linda WangName:
    Linda WangTitle:
    Director




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##### 



DEUTSCHE BANK TRUST COMPANY AMERICAS,
     as LenderBy:
    /s/ Brenda CaseyName:
    Brenda CaseyTitle:
    DirectorBy:
    /s/ Linda WangName:
    Linda WangTitle:
    DirectorJPMORGAN CHASE BANK, N.A.,
     as Co-Documentation Agent and LenderBy:

/s/
Michael OKeefeName:
    Michael OKeefeTitle:
    AssociateWACHOVIA CAPITAL MARKETS, LLC
     as Co-Documentation AgentBy:
    /s/  Darrell PerryName:
    Darrell PerryTitle:
    Vice PresidentWACHOVIA BANK, N.A.
     as LenderBy:
    /s/  R. Scott HoltzbookName:
    R. Scott HoltzbookTitle:
    Senior Vice President




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##### 



BANK OF THE WEST,a California Banking
Corporation, as LenderBy:
    /s/ Jan ManistaName:
    Jan ManistaTitle:
    Vice PresidentBy:
    /s/ Stacey MichrowskiName:
    Stacey MichrowskiTitle:
    Vice PresidentBRANCH BANKING AND TRUST COMPANY,as LenderBy:
    /s/ John L. TomlinsonName:
    John L. TomlinsonTitle:
    Senior Vice PresidentBANKUNITED, FSB,as LenderBy:
    /s/ Arthur L. BigelowName:
    Arthur L. BigelowTitle:
    Senior Vice PresidentCALYON NEW YORK BRANCH,as LenderBy:
    /s/ Samuel L. HillName:
    Samuel L. HillTitle:
    Managing DirectorBy:
    /s/ David P. CagleName:
    David P. CagleTitle:
    Managing Director




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##### 



COMPASS BANK,an Alabama banking corporation,
as LenderBy:
    /s/ Johanna Duke PaleyName:
    Johanna Duke PaleyTitle:
    Senior Vice PresidentCOMERICA BANK,as LenderBy:
    /s/ Charles WeddellName:
    Charles WeddellTitle:
    Vice PresidentCREDIT SUISSE, CAYMAN ISLANDS BRANCH,as
LenderBy:

/s/
Bill ODalyName:
    Bill ODalyTitle:
    DirectorBy:
    /s/ Cassandra DrooganName:
    Cassandra DrooganTitle:
    Vice PresidentGUARANTY BANK,as LenderBy:
    /s/ Amy SatskyName:
    Amy SatskyTitle:
    Vice PresidentKEYBANK NATIONAL ASSOCIATION,as LenderBy:
    /s/ Andrew D. StickneyName:
    Andrew D. StickneyTitle:
    Senior Banker




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##### 



NATEXIS BANQUES POPULAIRES,as LenderBy:
    /s/ Marie-Edith DugenyName:
    Marie-Edith DugenyTitle:
    VP and Real Estate Finance Group
ManagerBy:
    /s/ Guillaume de ParscauName:
    Guillaume de ParscauTitle:
    First VP  Business DevelopmentNATIONAL CITY BANK,as LenderBy:
    /s/ John OsbergName:
    John OsbergTitle:
    Vice PresidentPNC BANK, NATIONAL ASSOCIATION,as LenderBy:
    /s/ Douglas G. PaulName:
    Douglas G. PaulTitle:
    Senior Vice PresidentSOVEREIGN BANK,as LenderBy:
    /s/ T. Gregory DonahueName:
    T. Gregory DonahueTitle:
    Senior Vice President




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##### 



UBS LOAN FINANCE, LLC,as LenderBy:
    /s/ Richard L. TavrowName:
    Richard L. TavrowTitle:
    DirectorBy:
    /s/ Irja R. OtsaName:
    Irja R. OtsaTitle:
    Associate DirectorU.S. BANK NATIONAL ASSOCIATION,as LenderBy:
    /s/ Michael RaarupName:
    Michael RaarupTitle:
    Senior Vice PresidentWASHINGTON MUTUAL BANK,as LenderBy:
    /s/ Anne D. BrehonyName:
    Anne D. BrehonyTitle:
    Vice President