EX-10.44 Mutual Release and Consent Agreement



 







Exhibit 10.44




Execution Version

[Name of Lender]




MUTUAL RELEASE AND CONSENT AGREEMENT




          This Mutual Release and Consent Agreement (the “Agreement”) is made and entered into
as of July 31, 2007, by and among (i) EH/Transeastern, LLC (the “Operating Company”) and
TE/TOUSA Senior, LLC (“TOUSA Senior”) as borrowers under the Senior Credit Agreement
referred to below (“TOUSA Senior”, and together with the Operating Company, the
“Borrowers”), (ii) TOUSA, Inc. f/k/a Technical Olympic USA, Inc. (“TOUSA”), TOUSA
Homes, L.P., TE/TOUSA, LLC, TE/TOUSA Mezzanine Two, LLC and TE/TOUSA Mezzanine, LLC as transaction
parties under said Senior Credit Agreement (together with the Borrowers, the “Transaction
Parties”), (iii) the lender (the “Lender”) whose signature is provided below, one of
the lenders party to the Senior Credit Agreement (as defined below) and (iv) The CIT Group/Business
Credit, Inc., as administrative agent under such Senior Credit Agreement (in such capacity, the
“Administrative Agent”). The Transaction Parties, the Lender and the Administrative Agent
are each referred to herein as a “Party”, and collectively, the “Parties”.
Capitalized terms not defined herein have the meanings provided for such terms in the Senior Credit
Agreement (as defined below).



W I T N E S S E T H:




          WHEREAS, the Borrowers, certain lenders (including the Lender) and the Administrative Agent
are parties to a Credit Agreement dated as of August 1, 2005 (as modified and supplemented and in
effect on the date hereof, the “Senior Credit Agreement”);



          WHEREAS, the Borrowers and the Administrative Agent are or have been parties to (i) the
single-count declaratory-judgment action filed in the Circuit Court for the Seventeenth Judicial
District in and for Broward County, Florida by TOUSA, Inc. and TOUSA Homes, L.P. on November 28,
2006, styled Technical Olympic USA, Inc. v. Deutsche Bank Trust Company Americas et
al., No. 06019157; (ii) the action commenced on November 29, 2006 by Deutsche Bank Trust
Company Americas, in its capacity, among others, as Administrative Agent under the Senior Credit
Agreement, in the Commercial Division of the Supreme Court of the State of New York, styled
Deutsche Bank Trust Company Americas v. Technical Olympic USA, Inc., Index No.
06/604118 (the “New York Action”); and (iii) the action commenced by Deutsche Bank
Securities Inc. on March 26, 2007, in the Commercial Division of the Supreme Court for the State of
New York, County of New York, styled Deutsche Bank Securities Inc. v. Technical Olympic
USA, Inc., EH/Transeastern, LLC and TE/TOUSA Senior, LLC, Index No. 600974/07 (collectively,
the “Legal Actions”);



          WHEREAS, in connection with the Senior Credit Agreement, the Borrowers and various of the
Transaction Parties, the lenders and the Administrative Agent have executed and delivered the Loan
Documents under and as defined in the Senior Credit Agreement (such Loan Documents, including the
Senior Credit Agreement, together with the various instruments, documents and other agreements,
including amendments, executed in connection therewith or ancillary thereto, the “Senior Loan
Documents”);









 





- 2 -



     WHEREAS, the Borrowers propose to repay in full the principal of and interest on and other
amounts owing under the Senior Credit Agreement and, in that connection, have requested that (i)
the Parties execute and deliver this Agreement and (ii) the Administrative Agent and the Issuing
Lender execute and deliver a Pay-Off Letter in substantially the form attached hereto as Annex
A and that the Lenders party to the Credit Agreement constituting the Required Lenders consent
to such execution and delivery;



          NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:



          Section 1. Recitations. The foregoing recitations are true and correct and are
incorporated herein by reference.



          Section 2. Non-Admission of Liability. Each Party denies any and all wrongdoing of
any kind whatsoever on the part of itself, its subsidiaries, affiliates and any related
corporations or entities, and any shareholders, officers, directors, agents, partners, or employees
of any of the foregoing entities; and denies that it or any of the foregoing persons and entities
has breached any agreement or violated any statute or provision of the common law of any
jurisdiction. Nothing contained in this Agreement is or shall in any event be construed as or
deemed to be an admission or concession of the merit or validity of any claims asserted by the
lenders under the Senior Loan Documents in connection with the New York Action or otherwise.



          Section 3. Release by Lender Released Parties. Except as otherwise provided herein,
the Lender on behalf of itself and each of its affiliates and associated and related entities and
each of its successors, assigns, trustees, agents, and directors, officers, employees, executives,
attorneys, advisors, accountants, representatives and shareholders of each of the foregoing
(collectively, the “Lender Released Parties”) hereby forever releases and discharges the
Transaction Parties and (i) each of their respective subsidiaries and affiliates and each of their
respective successors, assigns, trustees, agents and (ii) the directors, officers, employees,
executives, attorneys, advisors, accountants, representatives, and shareholders of each of the
foregoing (the Persons listed in the foregoing clauses (i) and (ii) being herein collectively
called “Transaction Released Parties”) from any and all claims, demands, rights, actions or
causes of action, liabilities, damages, losses, obligations, judgments, suits, matters and
indemnification claims of any kind or nature whatsoever, known or unknown, contingent or absolute,
suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured,
which the Lender Released Parties ever had or have or may have at this time or any other time
against any of the Transaction Released Parties arising out of or relating to (i) the Senior Loan
Documents, including, without limitation, the Senior Credit Agreement; (ii) the Obligations,
including, without limitation, the Carve-Out Guaranties and the Completion Guaranties; (iii) the
acquisition of Transeastern Properties, Inc; (iv) the operation of TE/TOUSA, LLC, TE/TOUSA
Mezzanine Two, LLC, TE/TOUSA Mezzanine, LLC, TOUSA Senior, and the Operating Company; and (v) the
Legal Actions (collectively, the “Lender Claims”); provided, however, that
the foregoing release shall not apply to any Lender Claims (including any Issuing Lender Claims)
(A) arising pursuant to Section 2.3 (Issuance of Letters of Credit, to the extent set forth in the
fifth paragraph of the Pay-Off Letter), Section 2.17 (Funding Indemnification), Section 2.18
(Taxes) or Section 9.14 (Indemnity) of the Senior Credit Agreement (collectively, the
“Surviving Obligations”); (B) of such Lender in any capacity other than as a lender under
the Senior Credit Agreement; or (C) arising under this Agreement or any









 



- 3 -



document executed in connection herewith, including, without limitation, any claim relating to
a Transaction Released Party’s breach of this Agreement or any document executed in connection
therewith, or the enforcement of the provisions of such agreements or documents.



          Section 4. Release by the Transaction Released Parties. Except as otherwise provided
herein, the Transaction Released Parties hereby forever release and discharge the Lender Released
Parties from any and all claims, demands, rights, actions or causes of action, liabilities,
damages, losses, obligations, judgments, suits, matters and indemnification claims of any kind or
nature whatsoever, known or unknown, contingent or absolute, suspected or unsuspected, disclosed or
undisclosed, hidden or concealed, matured or unmatured, which the Transaction Released Parties ever
had or have or may have at this time or any other time against any of the Lender Released Parties,
arising out of or relating to (i) the Senior Loan Documents, including, without limitation, the
Senior Credit Agreement; (ii) the Obligations, including, without limitation, the Carve-Out
Guaranties and the Completion Guaranties; (iii) the acquisition of Transeastern Properties, Inc;
(iv) the operation of TE/TOUSA, LLC, TE/TOUSA Mezzanine Two, LLC, TE/TOUSA Mezzanine, LLC, TOUSA
Senior, and the Operating Company; and (v) the Legal Actions (collectively, the “Transaction
Party Claims”); provided, however, that the foregoing release shall not apply
to any Transaction Party Claims (A) against such Lender in any capacity other than as a lender
under the Senior Credit Agreement; or (B) arising under this Agreement or any document executed in
connection therewith, including, without limitation, any claim relating to a Lender Released
Party’s breach of this Agreement or any document executed in connection herewith, or the
enforcement of the provisions of such agreements or documents.



          Section 5. Assumption of Surviving Obligations. By executing and delivering to the
Administrative Agent a counterpart of this Agreement signed on behalf of TOUSA Senior, TOUSA Senior
hereby assumes all Surviving Obligations and agrees to pay the same in the event that any thereof
shall ever become payable.



          Section 6. Execution of Pay-Off Letter. The Lender hereby consents and agrees to the
execution and delivery by the Administrative Agent of the Pay-Off Letter in substantially the form
attached hereto as Annex A, and to the Administrative Agent’s taking the actions, and
executing the documents and instruments referred to in the seventh paragraph of the Pay-Off Letter,
including taking such actions, and executing and delivering such agreements, as shall be necessary
to acknowledge the release of liens and termination of option agreements and the like in connection
with the payment in full of the principal of and interest on and other amounts owing under the
Senior Credit Agreement and the other transactions contemplated by the Pay-Off Letter.



          Section 7. Conditions. This Agreement shall become effective upon the satisfaction of
the following conditions precedent:




     (a) each Party (and 100%, or such other number, of the other lenders under the Senior
Credit Agreement as shall be determined by TOUSA in its sole discretion) executes and
delivers to the Administrative Agent a counterpart of this Agreement signed on behalf of
such Party and such other lenders (and the Administrative Agent, by its signature below,
agrees to hold such counterparts on behalf of the Parties until the conditions set forth in
this Section 7 are satisfied and, upon such satisfaction, to deliver one full set of
counterparts hereof to the Operating Company on behalf of the Transaction Parties and one
full set of counterparts hereof to the Lender);









 



- 4 -



     (b) all principal, interest and fees payable by the Borrowers to the Administrative
Agent and the lenders under the Senior Credit Agreement shall have been paid in full and all
outstanding Letters of Credit shall have been surrendered to the Issuing Lender for
cancellation, or cover (either in the form of cash or a back-stop letter of credit) shall
have been provided to the Issuing Lender, all in the manner specified in the Pay-off Letter
dated July 31, 2007 being concurrently executed between the Borrower, the Issuing Lender and
the Administrative Agent (the “Pay-Off Letter”); and




     (c) the Administrative Agent shall have advised each of the Parties that the conditions
set forth in paragraph (a) and (b) above have been satisfied.



          Section 8. Termination. This Agreement shall terminate and be of no further force and
effect unless the principal of and interest on and all other amounts owing under the Senior Credit
Agreement (including the Senior Debt referred to below held by the Lender) shall have been repaid
in full not later than the first to occur of:




     (a) notice from Citibank Global Market, Inc. that it is withdrawing the Commitment
Letter dated May 15, 2007, pursuant to which it committed to provide an amended first lien
credit facility and a new second lien credit facility to TOUSA; or is otherwise unable to
effectuate the Refinancing contemplated therein (the “Refinancing”); or




     (b) July 31, 2007, provided that, with the consent of TOUSA, (i) the
Administrative Agent may extend such date in its discretion to a date not later than August
31, 2007 and (ii) lenders under the Senior Credit Agreement holding in excess of 50% of the
then aggregate outstanding principal amount of the Revolving Loans, Term Loans and Letter of
Credit Exposure may extend such date in their discretion to a date not later than September
30, 2007.



          Section 9. Representations and Warranties.



          (a) Each Party. Each of the Parties severally represents and warrants to each of the
other Parties that the following statements are true and correct as of the date hereof:




     (i) Power and Authority. It has all requisite power and authority to enter
into this Agreement and to carry out the actions contemplated by, and perform its respective
obligations under, this Agreement.




     (ii) Authorization. The execution and delivery of this Agreement and the
performance of its obligations hereunder have been duly authorized by all necessary action
on its part.




     (iii) No Conflicts. The execution, delivery and performance by it of this
Agreement do not and shall not: (A) violate any provision of law, rule or regulation
applicable to it or its certificate of incorporation or by-laws (or other organizational
documents); or (B) conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any material contractual obligation to which it is a
party or under its certificate of incorporation or by-laws (or other organizational
documents).









 



- 5 -


          (b) The Lender. The Lender represents and warrants to each of the other Parties that
it is the sole beneficial owner, and/or the investment advisor or manager for the beneficial owner,
of the principal amount of Revolving Loans and Term Loans and Letter of Credit Exposure set forth
opposite its name on the signature page attached hereto (the “Senior Debt”), and in each
case is entitled (for its own account or for the account of other Persons claiming through it) to
all of the rights and economic benefits of such Revolving Loan principal, Term Loan principal and
Letter of Credit Exposure.



          (c) The Transaction Parties. Each of the Transaction Parties severally represents and
warrants to the Lender that it has not directly or indirectly paid any fee or other compensation,
or provided any other form of consideration, to any other lender (or affiliate thereof) party to
the Senior Credit Agreement to induce such other lender to execute a Mutual Release and Consent
Agreement in the form hereof that is not also being paid or provided to the Lender hereunder in a
ratable amount consistent with the amount of the Senior Debt held by the Lender.



          Section 10. Covenants. Upon execution of this Agreement and pending the Effective
Time (as defined in the Pay-Off Letter), the Lender hereby agrees and covenants that, (i) it shall
not, directly or indirectly, sell, pledge, hypothecate, or otherwise transfer any Senior Debt, or
any option, right to acquire, or voting, participation or any other interest therein, except to a
purchaser or other entity that represents that it will execute and deliver (and who does so execute
and deliver) to TOUSA and the Lender within two business days of settlement of such trade or
transfer an agreement in writing to assume and be bound by all of the terms of this Agreement with
respect to the Senior Debt, including, without limitation, all of the releases provided for herein
(which agreement shall include the representations and warranties set forth in Section 9 hereof)
and (ii) it shall refrain from commencing any action, lawsuit or proceeding asserting any Lender
Claim against any of the Transaction Parties, taking any action whatsoever, that would frustrate or
otherwise impair the consummation of this Agreement



          Section 11. Discontinuance and Dismissal of Legal Actions and Foreclosure Proceedings.
Upon execution of this Agreement, the Parties agree to (a) cease all litigation efforts or any
other activity with respect to the Senior Loan Documents, including, without limitation, (i) the
Legal Actions and (ii) any pending foreclosure proceeding (each, a “Foreclosure
Proceeding”); and (b) pending this Agreement becoming final in accordance with Section 7
hereof, execute and submit any and all appropriate stipulations extending deadlines with respect to
the Legal Actions or any Foreclosure Proceeding. Once this Agreement has become effective in
accordance with Section 7 hereof, the Parties agree to take all actions necessary to dismiss and/or
discontinue the Legal Actions and any Foreclosure Proceeding. It is understood and agreed that any
such cessation or stipulation by the Administrative Agent shall be with prejudice only as to the
Lender (and other Lenders that have executed a Mutual Release and Consent Agreement in the form
hereof) and shall be without prejudice as to any other lender party to the Senior Credit Agreement.



          Section 12. Governing Law; Jurisdiction. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York, regardless of the law that might
otherwise govern under applicable principles of conflict of laws of the State of New York. By its
execution and delivery of this Agreement, each of the Parties hereby irrevocably and
unconditionally agrees, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate









 



- 6 -



court from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the Parties hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the Parties agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Nothing in this Agreement shall affect any right that any Party may
otherwise have to bring any action or proceeding relating to this Agreement against any other Party
or its properties in the courts of any jurisdiction.



          Section 13. Entire Agreement. This Agreement and the Pay-Off Letter constitute the
full and entire understanding and agreement among the Parties with regard to the subject matter
hereof and supersedes all prior agreements with respect to the subject matter hereof.



          Section 14. Headings. The headings of the paragraphs and subparagraphs of this
Agreement are inserted for convenience only and shall not affect the interpretation hereof.



          Section 15. Successors and Assigns. This Agreement is intended to bind and inure to
the benefit of the Parties and their respective permitted successors and assigns.



          Section 16. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which shall constitute one and the same
Settlement Agreement. Delivery of an executed signature page of this Agreement by facsimile or
email shall be as effective as delivery of a manually executed signature page of this Settlement
Agreement.



          Section 17. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other jurisdiction and any such
prohibited or unenforceable provision shall be deemed reformed and construed so that it will be
valid, legal and enforceable and not prohibited to the maximum extent permitted by applicable law.



          Section 18. Third-Party Beneficiaries. Unless expressly stated herein, this Agreement
shall be solely for the benefit of the Parties and no other person or entity shall be a third party
beneficiary hereof.



          Section 19. Consideration. It is hereby acknowledged by the Parties hereto that,
other than the agreements, covenants, representations and warranties set forth herein, no
consideration shall be due or paid to any Party for its entry into this Agreement.



          Section 20. Receipt of Adequate Information; Representation by Counsel. Each Party
acknowledges that it has received adequate information to enter into this Agreement and that it has
been represented by counsel in connection with this Agreement. Accordingly, any rule of law or any
legal decision that would provide any party with a defense to the enforcement of the terms of this
Agreement against such party shall have no application and is expressly waived. The provisions of
the Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties.









 



- 7 -


          Section 21. Notices.



          (a) TOUSA shall immediately provide to the Administrative Agent (which shall promptly provide
a copy thereof to the Lender) notice, pursuant to the terms hereof, of:




     (i) the receipt of any communication of the type described in Section 8(a)
hereof, together with an actual copy of any such written communication; or




     (ii) the existence of any other fact or circumstance that would have a material
adverse effect on TOUSA’s ability to consummate the Refinancing.



          (b) Any notice required or desired to be served, given, or delivered under this Agreement
shall be in writing, and shall be deemed to have been validly served, given or delivered if
provided by personal delivery or upon receipt of fax deliver as follows:




	 	(i)	 	If to the Lender:
	 
	 	 	 	Attn: Jerome Sanzo

The CIT Group/Business Credit, Inc.

595 Fifth Avenue

New York, NY 10017

Facsimile: (212) 771-9610

	 
	 	 	 	with copies to:
	 
	 	 	 	Attn: Law Department – Business Credit

The CIT Group/Business Credit, Inc.

595 Fifth Avenue

New York, NY 10017

Facsimile: (212) 771-9520

	 
	 	 	 	Attn: Thomas Kreller

Milbank, Tweed Hadley & McCloy LLP

601 South Figueroa Street. 30th Floor

Los Angeles, CA 90017-5735

Facsimile: (213) 629-5063
	 
	 	(ii)	 	If to TOUSA:
	 
	 	 	 	Attn: Antonio B. Mon

Attn: Paul Berkowitz

TOUSA, Inc.

4000 Hollywood Boulevard

Suite 500N

Hollywood, FL 33021

Facsimile: (954) 364-4010










 



- 8 -


	 	 	 	with copies to:
	 
	 	 	 	Attn: Paul M. Basta

Kirkland & Ellis LLP

153 E. 53rd Street

New York, NY 10022-4611

Facsimile: (212) 446-4900










 





- 9 -







          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Distressed High Yield Trading Ops. Fund Ltd,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	—	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Mark Focht
 

	 	 
	Letter of Credit Exposure	 	 	 	Name:	 	Mark Focht	 	 
	  $

	 	—
	 	 	 	Title:
	 	COO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	3.5MM	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 



- 11 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	3V Capital Master Fund Ltd.,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	—
	 	 	 	By:
	 	/s/ Mark Focht
 

	 	 
	Letter of Credit Exposure	 	 	 	Name:	 	Mark Focht	 	 
	  $

	 	—
	 	 	 	Title:
	 	COO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	6.5MM	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 








- 12 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Deutsche Bank Trust Company Americas,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	2,260,869.57	 	 	 	By:
	 	/s/ Dusan Lazarov
 

	 	 
	 
	 	 	 	Name:	 	Dusan Lazarov	 	 
	Letter of Credit Exposure	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	  $

	 	299,238.43
	 	 	 	 	 		 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	By:	 	/s/ David J. Bell	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	  $

	 	1,920,000.00
	 	 	 	Name:
	 	David J. Bell	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 



- 13 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Silver Oak Capital, LLC,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	—	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Jed A. Hart
 

	 	 
	Letter of Credit Exposure	 	 	 	Name:	 	Jed A. Hart	 	 
	  $

	 	—
	 	 	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	1,000,000	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 



- 14 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Bear Stearns Investment Products Inc.,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Jon Weiss
 

	 	 
	Letter of Credit Exposure	 	 	 	Name:	 	Jon Weiss	 	 
	  $

	 	 

	 	 
	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	500,000	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 



- 16 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	BANK OF AMERICA, N.A.,

as a Lender under the Senior Credit Agreement

	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	7,347,826.09	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Jonathan M. Barnes
 

	 	 
	Letter of Credit Exposure	 	 	 	Name:	 	Jonathan M. Barnes	 	 
	  $

	 	972,524.91
	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	43,791,959.88	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 



- 17 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Black Diamond CLO 2005-1,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Stephen H. Deckoff
 

	 	 
	Letter of Credit Exposure	 	 	 	Name:	 	Stephen H. Deckoff	 	 
	  $

	 	 	 	 	 	Title:
	 	Managing Principal	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	1,000,000	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 



- 18 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Fall Creek CLO, Ltd.,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Jason M. Riehle
 

	 	 
	Letter of Credit Exposure	 	 	 	Name:	 	Jason M. Riehle	 	 
	  $

	 	 	 	 	 	Title:
	 	Authorized Signor	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal

  $   1,000,000
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 



- 19 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Eaton Vance Senior Debt Portfolio,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	1,130,434.82	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Michael B. Botthof
 

	 	 
	Letter of Credit Exposure	 	 	 	Name:	 	Michael B. Botthof	 	 
	  $

	 	149,619.18
	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	750,000	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 



- 20 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Eaton Vance Senior Income Trust,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Michael B. Botthof
 

	 	 
	Letter of Credit Exposure	 	 	 	Name:	 	Michael B. Botthof	 	 
	  $

	 	 

	 	 
	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	575,000	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 



- 21 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Eaton Vance Grayson & Co.,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	1,695,652.23
 
	 	 	 	
 By:
	 	
 /s/ Michael B. Botthof
 

	 	 
	Letter of Credit Exposure	 	 	 	Name:	 	Michael B. Botthof	 	 
	  $

	 	224,428.77
	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	4,239,405.70	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 



- 22 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Eaton Vance VT Floating-Rate Income Fund,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	 
	 	 	 
	 	By:
	 	/s/ Michael B. Botthof
 

	 	 
	 	 	 	 	Name:	 	Michael B. Botthof	 	 
	Letter of Credit Exposure	 	 	 	Title:
	 	Vice President	 	 
	  $

	 	 
	 	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	600,000	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 











 





- 23 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Eaton Vance Limited Duration Income Fund,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	 

	 	 
	 	By:
	 	/s/ Michael B. Botthof
 

	 	 
	 	 	 	 	Name:	 	Michael B. Botthof	 	 
	Letter of Credit Exposure	 	 	 	Title:
	 	Vice President	 	 
	  $

	 	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	1,750,000	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 





- 24 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Eaton Vance Senior Floating-Rate Trust,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	 

	 	 
	 	By:
	 	/s/ Michael B. Botthof
 

	 	 
	 	 	 	 	Name:	 	Michael B. Botthof	 	 
	Letter of Credit Exposure	 	 	 	Title:
	 	Vice President	 	 
	  $

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	1,575,000	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 





- 25 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Eaton Vance Floating-Rate Income Trust,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	 

	 	 
	 	By:
	 	/s/ Michael B. Botthof
 

	 	 
	 	 	 	 	Name:	 	Michael B. Botthof	 	 
	Letter of Credit Exposure	 	 	 	Title:
	 	Vice President	 	 
	  $

	 	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	1,700,000	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 




- 26 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Eaton Vance Credit Opportunities Fund,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	 

	 	 
	 	By:
	 	/s/ Michael B. Botthof
 

	 	 
	 	 	 	 	Name:	 	Michael B. Botthof	 	 
	Letter of Credit Exposure	 	 	 	Title:	 	Vice President	 	 
	  $

	 	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	500,000	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 





- 27 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Farallon Capital Institutional Partners, L.P.,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	0.00
	 	 	 	By:
	 	/s/ Monica Landry
 

	 	 
	 	 	 	 	Name:	 	Monica Landry	 	 
	Letter of Credit Exposure	 	 	 	Title:
	 	Managing Member	 	 
	  $

	 	0.00
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	257,500.00	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 











 




- 28 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Senior Debt	 	 	 	Farallon Capital Institutional Partners II, L.P.,

as a Lender under the Senior Credit Agreement
	Revolving Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	0.00

	 	 	 	By:
	 	/s/ Monica Landry
 

	 	 
	 
	 	 	 	Name:	 	Monica Landry	 	 
	Letter of Credit Exposure	 	 	 	Name:	 	Managing Member	 	 
	  $

	 	0.00

	 	 	 	 	 		 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 	 	 
	  $

	 	67,500.00	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 






 









 









 -29- 




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	TINICUM PARTNERS, L.P.,
as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal

  $   0.00
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Monica Landry	 	 
	 

	 	 	 	 	 	 
	Letter of Credit Exposure

	 	Name:
	 	Monica Landry	 	 
	  $   0.00

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	Term Loan Principal

  $ 65,000.00
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,
INC, as Administrative Agent under the Senior
Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower
under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under
the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 











 





-30-


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Farallon Capital Offshore Investors, Inc.,
as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal

  $   0.00
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Monica Landry	 	 
	 

	 	 	 	 	 	 
	Letter of Credit Exposure

	 	Name:
	 	Monica Landry	 	 
	  $   0.00

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	Term Loan Principal

  $5,332,500.00
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,
INC, as Administrative Agent under the Senior
Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower
under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under
the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 











 



-31-


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Farallon Capital Offshore Investors II, L.P.
as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal

  $   0.00
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Monica Landry	 	 
	 

	 	 	 	 	 	 
	Letter of Credit Exposure

	 	Name:
	 	Monica Landry	 	 
	  $   0.00

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	Term Loan Principal

  $1,637,500.00
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,
INC, as Administrative Agent under the Senior
Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower
under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under
the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 











 



-32-


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Farallon Capital Partners, L.P.,
as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal

  $   0.00
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Monica Landry	 	 
	 

	 	 	 	 	 	 
	Letter of Credit Exposure

	 	Name:
	 	Monica Landry	 	 
	  $   0.00

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	Term Loan Principal

  $1,620,000.00
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,
INC, as Administrative Agent under the Senior
Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower
under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under
the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 











 






-33-


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Farallon Capital Institutional Partners III, L.P.,
as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal

  $   0.00
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Monica Landry	 	 
	 

	 	 	 	 	 	 
	Letter of Credit Exposure

	 	Name:
	 	Monica Landry	 	 
	  $   0.00

	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 
	Term Loan Principal

  $ 30,000.00
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,
INC, as Administrative Agent under the Senior
Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower
under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under
the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






 









 





- 34 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Aurum CLO 2002-1 Ltd.,
as a Lender under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	Revolving Loan Principal
	 	 	 	 	 	 
	  $                     
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eric S. Meyer	 	 
	Letter of Credit Exposure

	 	Name:
	 	 

Eric S. Meyer
	 	 
	  $                     

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	Term Loan Principal

	 	By:
	 	/s/ Ryan Gelrod	 	 
	  $1,500,000.00

	 	Name:
	 	 

Ryan Gelrod, CFA
	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 






 









 






- 35 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Flagship CLO III,

as a Lender under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	Revolving Loan Principal

  $                     
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eric S. Meyer	 	 
	Letter of Credit Exposure

	 	Name:
	 	 

Eric S. Meyer
	 	 
	  $                     

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	Term Loan Principal

	 	By:
	 	/s/ Ryan Gelrod	 	 
	  $ 750,000.00

	 	Name:
	 	 

Ryan Gelrod, CFA
	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 






 









 






- 36 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Flagship CLO IV,

as a Lender under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	Revolving Loan Principal
	 	 	 	 	 	 
	  $                     
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eric S. Meyer	 	 
	Letter of Credit Exposure

	 	Name:
	 	 

Eric S. Meyer
	 	 
	  $                     

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	Term Loan Principal

	 	By:
	 	/s/ Ryan Gelrod	 	 
	  $1,200,000.00

	 	Name:
	 	 

Ryan Gelrod, CFA
	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 







 










 







 - 37 - 




          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Flagship CLO V,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal
	 	 	 	 	 	 
	     $                    
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eric S. Meyer
 

	 	 
	Letter of Credit Exposure	 	Name: Eric S. Meyer
	     $                    	 	Title: Director
	 
	 	 	 	 	 	 
	Term Loan Principal

	 	By:
	 	/s/ Ryan Gelrod
 

	 	 
	     $1,800,000.00	 	Name: Ryan Gelrod, CFA
	 	 	Title: Vice President






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 





- 38 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Goldman Sachs Credit Partner, L.P.,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal
	 	 	 	 	 	 
	     $                    
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Philip F. Green
 

	 	 
	Letter of Credit Exposure	 	Name: Philip F. Green
	     $                     	 	Title: Authorized Signatory
	 
	 	 	 	 	 	 
	Term Loan Principal
	 	 	 	 	 	 
	     $1,000,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 





- 39 -


          IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Grand Central Asset Trust, CED Series,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal
	 	 	 	 	 	 
	     $                    
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brian Schott
 

	 	 
	Letter of Credit Exposure	 	Name: Brian Schott
	     $                     	 	Title: Attorney-in-fact
	 
	 	 	 	 	 	 
	Term Loan Principal
	 	 	 	 	 	 
	     $16,000,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 

















 





- 40 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 
	Senior Debt

	 	Hartford Mutual Funds, Inc. on behalf of the Hartford Floating Rate Fund by
Hartford Investment Management Company, its sub-advisor, as a Lender under the Senior Credit
Agreement






	 	 	 	 	 
	Revolving Loan Principal
	 	 	 	 
	     $                     
	 	 	 	 
	 

	 	By:
	 	/s/ Bhalendu A. Deshpande
	 

	 	 	 	 
	Letter of Credit Exposure

	 	Name:
	 	Bhalendu A. Deshpande
	     $                     

	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 
	Term Loan Principal
	 	 	 	 
	     $ 2,500,000
	 	 	 	 
	 
	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,
	 	 	INC, as Administrative Agent under the Senior
	 	 	Credit Agreement
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower
	 	 	under the Senior Credit Agreement
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under
	 	 	the Senior Credit Agreement
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 






- 41 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 
	Senior Debt	 	Stedman CBNA Loan Funding LLC,

as a Lender under the Senior Credit Agreement
	 
	 	 	 	 
	Revolving Loan Principal
	 	 	 	 
	     $                     
	 	 	 	 
	 

	 	By:
	 	/s/ Jason Muelver
	 

	 	 	 	 
	Letter of Credit Exposure

	 	Name:
	 	Jason Muelver
	     $                    

	 	Title:
	 	Attorney-in-fact
	 
	 	 	 	 
	Term Loan Principal
	 	 	 	 
	     $3,500,000.00
	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,
	 	 	INC, as Administrative Agent under the Senior
	 

	 	Credit Agreement

	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower
	 	 	under the Senior Credit Agreement
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under
	 	 	the Senior Credit Agreement
	 


	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 






- 42 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 
	Senior Debt	 	Atascosa Investments, LLC,

as a Lender under the Senior Credit Agreement
	 
	 	 	 	 
	Revolving Loan Principal
	 	 	 	 
	     $ 0
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brian Lohrding
	 

	 	 	 	 
	Letter of Credit Exposure

	 	Name:
	 	Brian Lohrding
	     $ 0

	 	Title:
	 	Treasurer, Strand Advisors, Inc.
	 
	 	 	 	 
	Term Loan Principal
	 	 	 	 
	     $2,000,000.00
	 	 	 	 
	 
	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,
	 	 	INC, as Administrative Agent under the Senior
	 	 	Credit Agreement
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower
	 	 	under the Senior Credit Agreement
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under
	 	 	the Senior Credit Agreement
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 





 









 





- 43 -



     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 
	Senior Debt	 	Gleneagles CLO Ltd., 


as a Lender under the Senior Credit Agreement
	 
	 	 	 	 
	Revolving Loan Principal
	 	 	 	 
	     $ 0
	 	 	 	 
	 

	 	By:
	 	/s/ Brian Lohrding
	 

	 	 	 	 
	Letter of Credit Exposure

	 	Name:
	 	Brian Lohrding
	     $ 0

	 	Title:
	 	Treasurer, Strand Advisors, Inc.
	 
	 	 	 	 
	Term Loan Principal
	 	 	 	 
	     $4,000,000.00
	 	 	 	 
	 
	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,
	 	 	INC, as Administrative Agent under the Senior
	 	 	Credit Agreement
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower
	 	 	under the Senior Credit Agreement
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under
	 	 	the Senior Credit Agreement
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 






- 44 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 
	Senior Debt	 	Grand Central Asset Trust, HLD Series,

as a Lender under the Senior Credit Agreement
	 
	 	 	 	 
	Revolving Loan Principal
	 	 	 	 
	     $                     
	 	 	 	 
	 

	 	By:
	 	/s/ Brian Schott
	 

	 	 	 	 
	Letter of Credit Exposure

	 	Name:
	 	Brian Schott
	     $                    

	 	Title:
	 	Attorney-in-fact
	 
	 	 	 	 
	Term Loan Principal
	 	 	 	 
	     $3,000,000.00
	 	 	 	 
	 
	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,
	 	 	INC, as Administrative Agent under the Senior
	 	 	Credit Agreement
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower
	 	 	under the Senior Credit Agreement
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under
	 	 	the Senior Credit Agreement
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






 









 





- 45 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as
of the date first above written.



	 	 	 	 	 	 	 	 	 
	Senior Debt	 	Grand Central Asset Trust, SOH Series,	 	 
	 	 	 	 	as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal	 	 	 	 	 	 
	  $
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Brian Schott	 	 
	 

	 	 	 	 	 	 	 	 
	Letter of Credit Exposure	 	Name:	 	Brian Schott	 	 
	  $

	 	 	 	Title:
	 	Attorney-in-fact	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 
	 

	  $	5,400,000.00 	 	 	 	 	 	 
	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,	 	 
	 	 	 	 	INC, as Administrative Agent under the Senior	 	 
	 	 	 	 	Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower	 	 
	 	 	 	 	under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under	 	 
	 	 	 	 	the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 





- 46 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	Senior Debt	 	Jasper CLO, Ltd.,	 	 
	 	 	 	 	as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal	 	 	 	 	 	 
	  $
0

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Brian Lohrding	 	 
	 

	 	 	 	 	 	 	 	 
	Letter of Credit Exposure	 	Name:	 	Brian Lohrding	 	 
	  $
0

	 	 
	 	Title:
	 	Treasurer, Strand Advisors, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 
	  $ 3,000,000.00

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,	 	 
	 	 	 	 	INC, as Administrative Agent under the Senior	 	 
	 	 	 	 	Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower	 	 
	 	 	 	 	under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under	 	 
	 	 	 	 	the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 






- 47 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	Senior Debt	 	Liberty CLO, Ltd.,	 	 
	 	 	 	 	as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal	 	 	 	 	 	 
	  $
0

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Brian Lohrding	 	 
	 

	 	 	 	 	 	 	 	 
	Letter of Credit Exposure	 	Name:	 	Brian Lohrding	 	 
	  $
0

	 	 
	 	Title:
	 	Treasurer, Strand Advisors, Inc.,
General Partner of Highland Capital Management, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 
	  $
5,500,000.00

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,	 	 
	 	 	 	 	INC, as Administrative Agent under the Senior	 	 
	 	 	 	 	Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower	 	 
	 	 	 	 	under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under	 	 
	 	 	 	 	the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 






- 48 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	Senior Debt	 	Burnet Partners, LLC,	 	 
	 	 	 	 	as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal

  $ 0 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Brian Lohrding	 	 
	 

	 	 	 	 	 	 	 	 
	Letter of Credit Exposure	 	Name:	 	Brian Lohrding	 	 
	  $ 0
	 	 	 	Title:
	 	Treasurer, Strand Advisors, Inc.,
General Partner of Highland Capital Management, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 
	  $
2,000,000.00

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,	 	 
	 	 	 	 	INC, as Administrative Agent under the Senior	 	 
	 	 	 	 	Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower	 	 
	 	 	 	 	under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under	 	 
	 	 	 	 	the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 







- 49 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	Senior Debt	 	Rockwall CDO, Ltd.,	 	 
	 	 	 	 	as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal	 	 	 	 	 	 
	  $
0

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Brian Lohrding	 	 
	 

	 	 	 	 	 	 	 	 
	Letter of Credit Exposure	 	Name:	 	Brian Lohrding	 	 
	  $ 0
	 	 	 	Title:
	 	Treasurer, Strand Advisors, Inc.,
General Partner of Highland Capital Management, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 
	  $
500,000.00

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,	 	 
	 	 	 	 	INC, as Administrative Agent under the Senior	 	 
	 	 	 	 	Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower	 	 
	 	 	 	 	under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under	 	 
	 	 	 	 	the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 







- 50 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	Senior Debt	 	Highland CDO Opportunity Fund, Ltd.,	 	 
	 	 	 	 	as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal	 	 	 	 	 	 
	  $
0

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Brian Lohrding	 	 
	 

	 	 	 	 	 	 	 	 
	Letter of Credit Exposure	 	Name:	 	Brian Lohrding	 	 
	  $ 0
	 	 	 	Title:
	 	Treasurer, Strand Advisors, Inc.,
General Partner of Highland Capital Management, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 
	  $
1,100,000.00

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,	 	 
	 	 	 	 	INC, as Administrative Agent under the Senior	 	 
	 	 	 	 	Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower	 	 
	 	 	 	 	under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under	 	 
	 	 	 	 	the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 






- 51 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	Senior Debt	 	Highland Floating Rate LLC,	 	 
	 	 	 	 	as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal	 	 	 	 	 	 
	  $
0

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ M. Jason Blackburn	 	 
	 

	 	 	 	 	 	 	 	 
	Letter of Credit Exposure	 	Name:	 	M. Jason Blackburn	 	 
	  $
0

	 	 
	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 
	  $
4,000,000.00

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,	 	 
	 	 	 	 	INC, as Administrative Agent under the Senior	 	 
	 	 	 	 	Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower	 	 
	 	 	 	 	under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under	 	 
	 	 	 	 	the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 






- 52 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	Senior Debt	 	Highland Legacy Limited,	 	 
	 	 	 	 	as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal	 	 	 	 	 	 
	  $
0

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Brian Lohrding	 	 
	 

	 	 	 	 	 	 	 	 
	Letter of Credit Exposure	 	Name:	 	Brian Lohrding	 	 
	  $
0

	 	 
	 	Title:
	 	Treasurer, Strand Advisors, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 
	  $
3,000,000.00

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,	 	 
	 	 	 	 	INC, as Administrative Agent under the Senior	 	 
	 	 	 	 	Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower	 	 
	 	 	 	 	under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under	 	 
	 	 	 	 	the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 






- 53 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	Senior Debt	 	Loan Funding VII, LLC,	 	 
	 	 	 	 	as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal	 	 	 	 	 	 
	  $
0

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Brian Lohrding	 	 
	 

	 	 	 	 	 	 	 	 
	Letter of Credit Exposure	 	Name:	 	Brian Lohrding	 	 
	  $
0

	 	 
	 	Title:
	 	Treasurer, Strand Advisors, Inc.,
General Partner of Highland Capital Management, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 
	  $
2,500,000.00

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,	 	 
	 	 	 	 	INC, as Administrative Agent under the Senior	 	 
	 	 	 	 	Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower	 	 
	 	 	 	 	under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under	 	 
	 	 	 	 	the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 






- 54 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	Senior Debt	 	Highland Offshore Partners, L.P.,	 	 
	 	 	 	 	as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal	 	 	 	 	 	 
	  $
0

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Brian Lohrding	 	 
	 

	 	 	 	 	 	 	 	 
	Letter of Credit Exposure	 	Name:	 	Brian Lohrding	 	 
	  $
0

	 	 
	 	Title:
	 	Treasurer, Strand Advisors, Inc.,
General Partner of Highland Capital Management, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 
	  $
1,500,000.00

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,	 	 
	 	 	 	 	INC, as Administrative Agent under the Senior	 	 
	 	 	 	 	Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower	 	 
	 	 	 	 	under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under	 	 
	 	 	 	 	the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 






- 55 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	Senior Debt	 	Highland Credit Opportunities CDO Ltd.,	 	 
	 	 	 	 	as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal	 	 	 	 	 	 
	  $
0

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Brian Lohrding	 	 
	 

	 	 	 	 	 	 	 	 
	Letter of Credit Exposure	 	Name:	 	Brian Lohrding	 	 
	  $
0

	 	 
	 	Title:
	 	Treasurer, Strand Advisors, Inc.,
General Partner of Highland Capital Management, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 
	  $
3,000,000.00

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,	 	 
	 	 	 	 	INC, as Administrative Agent under the Senior	 	 
	 	 	 	 	Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower	 	 
	 	 	 	 	under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under	 	 
	 	 	 	 	the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 






- 56 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	Senior Debt	 	Highland Floating Rate Advantage Fund,	 	 
	 	 	 	 	as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal	 	 	 	 	 	 
	  $
0

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ M. Jason Blackburn	 	 
	 

	 	 	 	 	 	 	 	 
	Letter of Credit Exposure	 	Name:	 	M. Jason Blackburn	 	 
	  $
0

	 	 
	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 
	  $
4,000,000.00

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,	 	 
	 	 	 	 	INC, as Administrative Agent under the Senior	 	 
	 	 	 	 	Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower	 	 
	 	 	 	 	under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under	 	 
	 	 	 	 	the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 






- 57 -




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 	 	 
	Senior Debt	 	JPMorganChase Bank, N.A.,	 	 
	 	 	 	 	as a Lender under the Senior Credit Agreement	 	 
	Revolving Loan Principal	 	 	 	 	 	 
	 

	  $	1,800,540.01 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Roberto Ristorucci	 	 
	 

	 	 	 	 	 	 	 	 
	Letter of Credit Exposure	 	Name:	 	Roberto Ristorucci	 	 
	 

	  $	N/A
	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 
	Term Loan Principal	 	 	 	 	 	 
	 

	  $	17,000,000.00 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	THE CIT GROUP/BUSINESS CREDIT,	 	 
	 	 	 	 	INC, as Administrative Agent under the Senior	 	 
	 	 	 	 	Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	EH/TRANSEASTERN, LLC, as Borrower	 	 
	 	 	 	 	under the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	TE/TOUSA SENIOR LLC, as Borrower under	 	 
	 	 	 	 	the Senior Credit Agreement	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






 









 







 - 58 - 




     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as
of the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	LL Blue Marlin Funding LLC,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $                                        
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tara E. Kenny
 

	 	 
	Letter of Credit Exposure	 	Name: Tara E. Kenny
	     $                                        	 	Title: Authorized Signatory
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$14,000,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 



- 59 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Merril Lynch Credit Products, LLC,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $                                        
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Neyda Darias
 

	 	 
	Letter of Credit Exposure	 	Name: Neyda Darias
	     $                                        	 	Title: Vice President
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$8,250,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 





- 60 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Ocean Bank,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal
     
$11,304,347.83
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eric J. Toth
 

	 	 
	Letter of Credit Exposure	 	Name: Eric J. Toth
	     
$1,496,192.17	 	Title: Senior Vice President
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$                    
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 



- 61 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Quadrangle Master Funding Ltd.,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal
     
$35,255,213
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christopher Santana
 

	 	 
	Letter of Credit Exposure	 	Name: Christopher Santana
	     
$4,666,219.00	 	Title: Managing Principal
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$110,368,634.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 




- 62 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Centurion CDO 10, Ltd.,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $          
          
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil
 

	 	 
	Letter of Credit Exposure	 	Name: Robin C. Stancil
	     $                    	 	Title: Director of Operations
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$2,000,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 




- 63 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Centurion CDO XI, Ltd.,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $                    
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil
 

	 	 
	Letter of Credit Exposure	 	Name: Robin C. Stancil
	     $                    	 	Title: Director of Operations
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$2,000,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 





- 64 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Centurion CDO 8, Limited,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $                    
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil
 

	 	 
	Letter of Credit Exposure	 	Name: Robin C. Stancil
	     $                    	 	Title: Director of Operations
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$2,170,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 





- 65 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Centurion CDO 9, Ltd.,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $                    
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil
 

	 	 
	Letter of Credit Exposure	 	Name: Robin C. Stancil
	     $                    	 	Title: Director of Operations
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$2,900,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 





- 66 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Centurion CDO II, Ltd.,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $                    
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil
 

	 	 
	Letter of Credit Exposure	 	Name: Robin C. Stancil
	     $                    	 	Title: Director of Operations
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$2,000,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 





- 67 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Centurion CDO VI, Ltd.,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $                    
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil
 

	 	 
	Letter of Credit Exposure	 	Name: Robin C. Stancil
	     $                    	 	Title: Director of Operations
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$1,450,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 






- 68 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Sequils-Centurion V, Ltd.,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $                    
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil
 

	 	 
	Letter of Credit Exposure	 	Name: Robin C. Stancil
	     $                    	 	Title: Director of Operations
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$4,500,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 





- 69 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Centurion CDO VII, Ltd.,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $                    
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil
 

	 	 
	Letter of Credit Exposure	 	Name: Robin C. Stancil
	     $                    	 	Title: Director of Operations
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$3,980,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 





- 70 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	RiverSource Floating Rate Fund,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $                    
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robin C. Stancil
 

	 	 
	Letter of Credit Exposure	 	Name: Robin C. Stancil
	     $                    	 	Title: Director of Operations
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$1,000,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 





- 71 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Van Kampen Senior Loan Fund,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal
     

$2,037,957.50
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert P. Drobny
 

	 	 
	Letter of Credit Exposure	 	Name: Robert P. Drobny
	     $462,042.50	 	Title: Vice President
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$1,000,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 







- 72 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Van Kampen Dynamic Credit Opportunities Fund,
 as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $                    
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christina Jamieson
 

	 	 
	Letter of Credit Exposure	 	Name: Christina Jamieson
	     $                    

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$1,000,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 






- 73 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	Van Kampen Senior Income Trust,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal
     

$2,037,957.50
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert P. Drobny
 

	 	 
	Letter of Credit Exposure	 	Name: Robert P. Drobny
	     $462,042.50	 	Title: Vice President
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$1,000,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 






- 74 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	The Foothills Group, Inc.,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $           
         
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dennis R. Ascher
 

	 	 
	Letter of Credit Exposure	 	Name: Dennis R. Ascher
	     $                    	 	Title: Senior Vice President
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$10,000,000.00
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 





- 75 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	       
                                                                  
       ,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $                    
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	Letter of Credit Exposure

	 	Name:
	 	 

	 	 
	     $                    

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	Term Loan Principal
     
$                    
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Jerome Sanzo	 	 
	 	 	Name: Jerome Sanzo
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 












 





- 76 -


     IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement as of
the date first above written.



	 	 	 	 	 	 	 
	Senior Debt	 	   
                                                                   
          ,
	 	 	as a Lender under the Senior Credit Agreement
	Revolving Loan Principal

     $                    
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	Letter of Credit Exposure

	 	Name:
	 	 

	 	 
	     $                    

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	Term Loan Principal
   
  $                    
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	THE CIT GROUP/BUSINESS CREDIT,

INC, as Administrative Agent under the Senior

Credit Agreement
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EH/TRANSEASTERN, LLC, as Borrower

under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Sorana Georgescu	 	 
	 	 	Name: Sorana Georgescu
	 	 	Title: Vice President and Secretary
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA SENIOR LLC, as Borrower under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Sorana Georgescu	 	 
	 	 	Name: Sorana Georgescu
	 	 	Title: Secretary












 








- 77 -


	 	 	 	 	 	 	 
	 	 	TOUSA, INC. f/k/a Technical Olympic USA,
Inc., 
as a Transaction Party under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Paul Berkowitz	 	 
	 	 	Name: Paul Berkowitz
	 	 	Title: Executive Vice President
	 
	 	 	 	 	 	 
	 	 	TOUSA HOMES, L.P., as a Transaction Party
under the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Paul Berkowitz	 	 
	 	 	Name: Paul Berkowitz
	 	 	Title: Executive Vice President
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA, LLC, as a Transaction Party under

the Senior Credit Agreement
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Paul Berkowitz	 	 
	 	 	Name: Paul Berkowitz
	 	 	Title: Executive Vice President
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA MEZZANINE TWO, LLC,

as a Transaction Party under the Senior Credit

Agreement
	 
	 	 	By:	 	/s/ Paul Berkowitz	 	 
	 	 	Name: Paul Berkowitz
	 	 	Title: Executive Vice President
	 
	 	 	 	 	 	 
	 	 	TE/TOUSA MEZZANINE, LLC, as a

Transaction Party under the Senior Credit

Agreement
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Paul Berkowitz	 	 
	 	 	Name: Paul Berkowitz
	 	 	Title: Executive Vice President












 



- 78 -


ANNEX A




[Form of Pay-Off Letter]