EX-10.43 Settlement and Release Agreement



 






Exhibit 10.43




SETTLEMENT AND RELEASE AGREEMENT




     This SETTLEMENT AND RELEASE AGREEMENT (the “Settlement Agreement”) is made and entered
into as of May 30, 2007, by and among: (i) TOUSA, Inc., f/k/a Technical Olympic USA, Inc.
(“TOUSA”); (ii) TOUSA LLC; (iii) TOUSA Homes, L.P. (“TOUSA Homes”); (iv) TOI, LLC
(“TOI” and collectively with TOUSA, TOUSA LLC, and TOUSA Homes, the “TOUSA
Entities”); (v) TE/TOUSA, LLC (“TE/TOUSA”); (vi) TE/TOUSA Mezzanine Two, LLC
(“TE/TOUSA Mezz Two”); (vii) TE/TOUSA Mezzanine, LLC (“TE/TOUSA Mezz”); (viii)
TE/TOUSA Senior, LLC (“TE/TOUSA Senior”); (ix) EH/Transeastern, LLC (“EHT”, and
collectively with TE/TOUSA, TE/TOUSA Mezz Two, TE/TOUSA Mezz, and TE/TOUSA Senior, the
“Transeastern JV Entities”); (x) Falcone/TEP Holdings, LLC, f/k/a Falcone/Ritchie LLC
(“Falcone/Ritchie”); (xi) TEP Holdings, Inc., f/k/a Transeastern Properties, Inc.
(“Transeastern Properties”); (xii) Arthur J. Falcone; (xiii) Edward W. Falcone; and (xiv)
those certain entities identified and listed on Schedule 1, attached hereto and
incorporated herein (collectively with Arthur J. Falcone, Edward W. Falcone, Falcone/Ritchie, and
Transeastern Properties, the “Falcone Entities”), some of which are signatories to those
certain option, construction, joint development, cooperation, and other agreements executed in
connection with the development of certain tracts of land, including those agreements identified
and listed on Schedule 2 and Schedule 3, attached hereto and incorporated herein
(collectively, the “Land Bank Agreements”). The TOUSA Entities, the Transeastern JV
Entities, and the Falcone Entities, and any subsequent Person that becomes a party hereto in
accordance with the terms hereof are each referred to herein as a “Party,” and
collectively, the “Parties”.



W I T N E S S E T H:




     WHEREAS, EHT, Transeastern Properties, Arthur J. Falcone, Edward W. Falcone, Falcone/Ritchie
and certain affiliates of the Falcone Entities included on Schedule 1 entered into that
certain Asset Purchase Agreement, dated as of June 6, 2005 (the “Asset Purchase
Agreement”), providing for, among other things, the purchase of the homebuilding business and
assets of Transeastern Properties and the assignment of certain rights and the assumption of
obligations under the Land Bank Agreements to EHT, including, among other things, the right to
exercise certain options to purchase tracts of land subject to those Land Bank Agreements and build
improvements thereon and the obligation to perform certain development and other activities in
connection with such tracts of land;



     WHEREAS, TOUSA Homes and Falcone/Ritchie entered into that certain Amended and Restated
Limited Liability Company Agreement dated as of July 28, 2005 (the “TE/TOUSA Operating
Agreement”), pursuant to which, among other things, TOUSA Homes and Falcone/Ritchie were issued
membership interests in TE/TOUSA (the “Membership Interests”);



     WHEREAS, TE/TOUSA Senior and EHT entered into that certain $450,000,000 Credit Agreement (the
“Senior Debt”), dated as of August 1, 2005, by and among EHT and TE/TOUSA Senior, as
Borrowers, Deutsche Bank Trust Company Americas (“Deutsche Bank”),



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as Administrative Agent, and the lenders from time to time a party thereto (the “Senior
Lenders”), which Senior Debt is secured by first liens on substantially all the assets of EHT
and a pledge of the membership interests in EHT held by TE/TOUSA Senior;



     WHEREAS, pursuant to that certain Amendment No. 2 and Administrative Appointment, dated as of
March 13, 2007, among EHT and TE/TOUSA Senior, Deutsche Bank, and THE CIT GROUP/BUSINESS CREDIT,
INC. (“CIT”), CIT has replaced Deutsche Bank as Administrative Agent with respect to the
Senior Debt;



     WHEREAS, TE/TOUSA Mezz entered into that certain $137,500,000 Senior Mezzanine Credit
Agreement (the “Senior Mezz Debt”), dated as of August 1, 2005, by and among TE/TOUSA Mezz,
as Borrower, Deutsche Bank, as Administrative Agent, and the lenders from time to time a party
thereto (the “Senior Mezz Lenders”), which Senior Mezz Debt is secured by a pledge of the
membership interests of TE/TOUSA Senior held by TE/TOUSA Mezz;



     WHEREAS, TE/TOUSA Mezz Two entered into that certain $87,500,000 Junior Mezzanine Credit
Agreement (the “Junior Mezz Debt”), dated as of August 1, 2005, by and among TE/TOUSA Mezz
Two, as Borrower, Deutsche Bank, as Administrative Agent, and the lenders from time to time a party
thereto (the “Junior Mezz Lenders”), which Junior Mezz Debt is secured by a pledge of the
membership interests of TE/TOUSA Mezz and TE/TOUSA Mezz Two held, respectively, by TE/TOUSA Mezz
Two and TE/TOUSA;



     WHEREAS, TOUSA Homes, TOUSA and Falcone/Ritchie entered into those certain carve-out
guarantees (each, a “Carve-Out Guaranty” and collectively, the “Carve-Out
Guarantees”), each dated as of August 1, 2005, in connection with the issuances of the Senior
Debt, the Senior Mezz Debt and the Junior Mezz Debt;



     WHEREAS, TOUSA Homes and TOUSA entered into those certain completion guarantees (each, a
“Completion Guaranty” and collectively, the “Completion Guarantees”), each dated as
of August 1, 2005, in connection with the issuances of the Senior Debt, the Senior Mezz Debt, and
the Junior Mezz Debt;



     WHEREAS, certain disputes have arisen among the Transeastern JV Entities, the TOUSA Entities,
the Senior Lenders, the Senior Mezz Lenders and the Junior Mezz Lenders relating to certain alleged
defaults under the various loan documents executed and delivered in connection with the Senior
Debt, the Senior Mezz Debt and the Junior Mezz Debt;



     WHEREAS, certain disputes have arisen among the Parties as to, among other things, the Land
Bank Agreements and the operations and liabilities of the Transeastern JV Entities;



     WHEREAS, in full and final settlement of all their disputes and claims of any source or
nature, the TOUSA Entities, the Transeastern JV Entities and the Falcone Entities have agreed to a
global settlement, as set forth in this Settlement Agreement, which will be effected in the manner
and subject to the conditions set forth herein; and



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WHEREAS, each of the Parties has reviewed, or has had the opportunity to review, this
Settlement Agreement with the assistance of their respective legal and financial advisors of their
own choosing.



     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. Cancellation of Membership Interests in TE/TOUSA and Tax Matters.



          (a) Each of TOUSA Homes and Falcone/Ritchie hereby agree that effective as of the day before
the Effective Date (as defined herein), Section 5.2 of the TE/TOUSA Operating Agreement shall be
amended in all respects to permit a “Member” (the “Withdrawing Member”), as defined in the TE/TOUSA
Operating Agreement, to resign and withdraw from TE/TOUSA at any time. Upon such resignation and
withdrawal, the Withdrawing Member’s Membership Interests shall be deemed cancelled and such
Withdrawing Member shall have no further obligation to, and shall receive no further benefit from,
TE/TOUSA, including but not limited to the Withdrawing Member’s capital contribution or any profits
of TE/TOUSA. Upon and following any such resignation and cancellation, the Withdrawing Member
(together with all of its members, officers, directors, employees, representatives, agents,
advisors, and affiliates) shall be discharged of and from (and shall no longer be bound by) any
obligation, restriction or agreement (including, without limitation, the TE/TOUSA Operating
Agreement) or any covenant, terms or conditions thereof, whether express or implied, past, present
or future in any way relating to or arising out of such Withdrawing Member’s direct or indirect
interest as a member of the “Company” (as defined in the TE/TOUSA Operating Agreement) whether owed
to the Company or to the other Member(s) of TE/TOUSA.



          (b) Upon the occurrence of the Effective Date and immediately following amendment of the
TE/TOUSA Operating Agreement as set forth in Section 1(a) above, and effective as of the close of
business on the day immediately preceding the Effective Date, Falcone/Ritchie shall resign and
withdraw as a “Member” of TE/TOUSA, as defined in the TE/TOUSA Operating Agreement, and shall
notify TE/TOUSA of such withdrawal in writing. In no event shall TOUSA Homes resign or withdraw as
a “Member” of TE/TOUSA prior to the effectiveness of Falcone/Ritchie’s resignation and withdrawal
from TE/TOUSA. As a Withdrawing Member, Falcone/Ritchie’s Membership Interest in TE/TOUSA shall be
immediately deemed cancelled, Falcone/Ritchie shall have no ownership interest whatsoever in
TE/TOUSA and Falcone/Ritchie (together with all of its members, officers, directors, employees,
representatives, agents, advisors, and affiliates) shall be discharged of and from any further
obligation, restriction or agreement contained in the TE/TOUSA Operating Agreement, whether owed to
the Company (as defined in the TE/TOUSA Operating Agreement) or to the other Member(s) of TE/TOUSA,
and such Withdrawing Member (together with all of its members, officers, directors, employees,
representatives, agents, advisors, and affiliates) shall no longer be bound by any of the terms,
covenants or conditions thereof. Effective as of the close of business on the day immediately
preceding the Effective Date, Arthur J. Falcone, Edward W. Falcone and any Falcone Entity shall be
deemed to have resigned from any and all positions as officer, director or other official postion
of any of the Transeastern JV Entities. Effective as of the Effective Date, the Transeastern JV Entities



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and the TOUSA Entities (together with all of
their members, officers, directors, employees, representatives, agents, advisors and affiliates)
shall be discharged of and from any further obligations in connection with the TE/TOUSA Operating
Agreement and the Withdrawing Member and the Falcone Entities (together with all of their members,
officers, directors, employees, representatives, agents, advisors, and affiliates) shall be
discharged of and from any further obligations in connection with the TE/TOUSA Operating Agreement.
The foregoing provision notwithstanding, and subject to Section 31 of this Settlement Agreement,
in the event and to the extent that any third-party creditors of the Transeastern JV Entities shall
commence or assert any claim, complaint, action or proceeding (a “Falcone Indemnity
Proceeding”) against Falcone/Ritchie or any of its members or any officers, directors,
employees, representatives, agents, advisors, and affiliates of any of the foregoing (collectively,
an “Indemnified Falcone/Ritchie Party”) as a result of any action or inaction relating to
or resulting from the operation of the Transeastern JV Entities, asserted to have been performed by
any of the TOUSA Entities or the Transeastern JV Entities arising or occuring before or after the
Effective Date, and which action or inaction constitutes actual fraud, actual bad faith, criminal
or other intentional or willful misconduct, then to the fullest extent allowed by law, all of the
TOUSA Entities shall be obligated to and shall indemnify and hold harmless each Indemnified
Falcone/Ritchie Party from and against any liability, loss, judgments, cost, expense or obligation,
including reasonable attorneys’ fees incurred by any such Indemnified Falcone/Ritchie Party in
defending or contesting any such action, which any such Indemnified Falcone/Ritchie Party shall be
obligated for or incur as a result of any such Falcone Indemnity Proceeding.



          (c) Neither TE/TOUSA nor any direct or indirect subsidiary of TE/TOUSA shall, (i) elect to be
taxed as a corporation pursuant to Treasury Regulation Section 301.7701-3(c) effective on or prior
to the Effective Date, (ii) convert (by merger or otherwise) into a corporation effective on or
prior to the Effective Date, or (iii) transfer any of its assets in a transaction that qualifies
under section 351 of the Internal Revenue of Code of 1986, as amended, on or prior to the Effective
Date.



          (d) The Parties hereby agree to cause TE/TOUSA to close its books for federal, state and local
income tax purposes as of the close of business on the day immediately preceding the Effective Date
(in accordance with Section 706 of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations promulgated thereunder and any comparable provisions of state and local law), such that
no items of income, gain, loss or deduction of TE/TOUSA arising on or after the Effective Date
shall be allocated to Falcone/Ritchie.



          (e) Prior to the Effective Date, subject to CIT’s consent, if and to the extent requested by
the TOUSA Entities, the Falcone Entities agree that TE/TOUSA and/or EHT may enter into an agreement
(the “EHT Purchase Agreement”) to sell certain assets to the TOUSA Entities or their
assigns (the “EHT Sale”); provided however, (i) the Falcone Entities will
not have any obligations arising out of the EHT Purchase Agreement, (ii) TOUSA shall assume the
obligations of EHT to the Falcone Entities under this Settlement Agreement and indemnify the
Falcone Entities on account of any claims asserted by governmental bodies or agencies and other
third parties, which such claims are directly associated with the assets assigned to or purchased
by EHT, (iii) such transaction will comply with Section 1(c) of
this Settlement Agreement,



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and (iv) the value of the assets transferred will not exceed $10,000,000.00 and the transaction
shall be on terms no less favorable than could be obtained in an arm’s length transaction.



          (f) The Falcone entities hereby confirm that they have no objection to, and hereby ratify, the
transfer by the TOUSA Entities of a portion of their existing interest in TE/TOUSA to another
entity that is within the control of the TOUSA Entities and that any such transfer may and shall
occur before the Falcone Entities withdraw from TE/TOUSA. After such transfer, such transferee
shall be the holder of no more than a 1% voting interest in TE/TOUSA.



          (g) Each of Falcone/Ritchie, the TOUSA Entities, and TE/TOUSA shall, and shall cause their
respective representatives to, cooperate in good faith in respect of all tax matters concerning
TE/TOUSA and the transactions contemplated by this Agreement. In addition, at least 15 days prior
to filing any federal or state partnership income tax return (including any amended return and any
separate income tax elections or statements) for a taxable year during which Falcone/Ritchie was
treated as a partner of TE/TOUSA for tax purposes, TE/TOUSA shall provide Falcone/Ritchie with
copies of such tax returns for Falcone/Ritchie’s review and approval, such approval not to be
unreasonably delayed or withheld.



     Section 2. Takedown of Certain Land Bank Projects.



          (a) On the Effective Date, EHT shall acquire title to the properties (the “Acquired Land
Bank Properties”) subject to the Land Bank Agreements listed on Schedule 2 (the
“Acquired Land Bank Agreements”), execute all documents necessary to close on the purchase
of such Acquired Land Bank Properties, and pay the amounts set forth in Schedule 2 for the
purchase of such properties (the “Takedown Payments” and each, a “Takedown
Payment”), together with all closing costs and other expenses to be paid or assumed by EHT,
solely as specified in the Acquired Land Bank Agreements, including, without limitation, State of
Florida Documentary Stamps, title insurance, pro-rations of property taxes and recording fees and
also including Option Payments (as defined in the respective Acquired Land Bank Agreements) payable
under the respective Acquired Land Bank Agreements for the period of time ending on the closing of
such purchase, as shown on invoices to be delivered by the Falcone Enitities no later than June 25,
2007. Contemporaneous with the closing of such purchases(s), the appropriate Falcone Entities and
EHT shall execute all assignments and other documents (the “Permit Transfer Documents”)
necessary and/or appropriate to cause all necessary governmental approvals, permits, pending
applications and any other licenses, agreements or documents currently held or submitted (in the
case of pending applications) by the respective Falcone Entity in connection with the development
of the Acquired Land Bank Properties to be assigned to and assumed by EHT (the “Closing
Assignments”). Following the Closing Date, the respective Falcone Entity shall also execute
such other and further documents as may be necessary in order to effectuate such assignment,
provided that such actions shall be at no cost or expense to the respective Falcone Entity and
shall not cause such Falcone Entity to assume or incur any liability or obligation in connection
therewith, other than costs and expenses and obligations and liabilities to its own advisors
including legal counsel. Unless the TOUSA Entities provide notice to the contary by no later than
June 15, 2007, EHT shall be the assignee and transferee of all agreements, approvals, permits,
licenses, applications, and other documents contemplated by this Section 2(a).



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          (b) Upon the closing of the sale of the properties which are the subject of the Acquired Land
Bank Agreements and the execution and delivery of the Permit Transfer Documents for such closings
to EHT pursuant to Section 2(a) hereof, the Transeastern JV Entities, the TOUSA Entities and the
Falcone Entities will have no further liability to each other whatsoever on account of the
respective Acquired Land Bank Agreements or Acquired Land Bank Properties which are the subject
thereof; provided, however, TOUSA shall assume EHT’s indemnification obligations to
the Falcone Entities and indemnify the Falcone Entities on account of any third-party claims
directly relating to obligations which by the terms of such Acquired Land Bank Agreements are
intended to survive the closing of the purchase by EHT of all such Acquired Land Bank Properties,
which surviving obligations include the obligation to fully perform under any and all permits,
governmental approvals and governmental or third party agreements, relating to the ownership,
development, operation or sale of the Acquired Land Bank Properties, including, without limitation,
the individual cable services agreements for such respective projects with Century Communications
of Florida, Inc. (“Century”) (collectively, the “Surviving Obligations”). Nothing
contained in this Section 2(b) shall affect Century’s obligation to indemnify EHT set forth in
Section 4(a) hereof.



     Section 3. Termination of the Williams Island Project



          (a) Upon execution of this Settlement Agreement, EHT shall deliver to WI 825 Partners LLC (the
“Williams Island Owner”) all plans and specifications, including, but not limited to,
building plans and specifications, in connection with that certain Williams Island Option and
Development Agreement between Transeastern Properties and Williams Island Owner, dated as of
October 14, 2004, as assigned to and assumed by EHT (the “Williams Island LBA”). On the
Effective Date, EHT shall deliver to the Williams Island Owner proof of payment by EHT of all
monies due to those certain architects and engineers that developed and prepared such plans and
specifications.



          (b) On the Effective Date, the Williams Island LBA shall be terminated, and the parties
thereto shall be discharged of any liability to each other arising from the transactions which are
the subject of the Williams Island LBA. On the Effective Date, EHT shall execute Permit Transfer
Documents necessary and/or appropriate to cause all necessary governmental approvals, permits,
pending applications and any other licenses, agreements or documents currently held or submitted
(in the case of pending applications) by EHT in connection with the development of the Williams
Island Property to be assigned to and assumed by the Williams Island Owner.



          (c) This Settlement Agreement shall constitute an irrevocable instruction to the Escrow Agent
(as defined in the Williams Island LBA) to release from escrow on the Effective Date and to record
the Notice of Termination of Option and Quitclaim Deed held by such Escrow Agent for the real
property which is the subject of the Williams Island LBA (the “Williams Island Property”)
in the public records of Miami Dade County, Florida together with an instrument to be delivered by
CIT to the Escrow Agent terminating that certain Collateral Assignment of Contracts, Contract
Rights, and Related Property (Williams Island), dated as of the 1st day of August 2005, between EHT
as Assignor and Deutsche Bank as Administrative Agent for the Lenders as Assignnee, as subsequently
assigned to CIT as successor Administrative Agent.



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          (d) On the Effective Date, EHT shall pay, by wire transfer of immediately available funds, all
monthly option payments due under the Williams Island LBA for the period ending on the Effective
Date, in accordance with the Williams Island LBA and pursuant to the invoices to be delivered to
EHT by the Williams Island Owner prior to the Effective Date.



          (e) On the Effective Date, EHT shall pay to Williams Island Owner a sum equal to 1/2 of 2006
property taxes in payment of the amount estimated to be due for real property taxes due for the
period January 1, 2007 through and including June 30, 2007 with respect to the Williams Island
Property.



          (f) Following the Effective Date, upon the issuance of invoices for each month through and
including November 30, 2007 that will be provided to the TOUSA Entities by the Williams Island
Owner, the TOUSA Entities shall pay to the Williams Island Owner, (i) any monthly interest due (at
the contractual, non-default rate on the principal amount of the loan outstanding as of the date
hereof) from the Williams Island Owner to Ocean Bank, for the period commencing on the Effective
Date and ending on November 30, 2007, and (ii) an amount for each month equal to one-twelfth of the
2006 property taxes for the accrual of 2007 property taxes through November 30, 2007 (the
“Williams Island Monthly Payments”). The Falcone Entities shall provide the TOUSA Entities
with notice of any failure to make a Williams Island Monthly Payment when due (a “Williams
Island Monthly Payment Default”). In the event a Williams Island Monthly Payment Default is
not cured within five business days of receipt of the aforementioned notice from the Falcone
Entities, the Falcone Entities shall no longer be bound by Section 3(k) hereof and the Falcone
Entities shall be entitled to receive damages equal to the Williams Island Monthly Payments due
through November 30, 2007.



          (g) At any time during the period commencing on the Effective Date through and including
November 30, 2007, the Williams Island Owner may elect to build and develop the Williams Island
Property for its own benefit by providing the TOUSA Entities with written notice of such election.
The TOUSA Entities’ obligation to pay the Williams Island Monthly Payments shall cease as of the
date of delivery of such written notice.



          (h) At any time during the period commencing on the Effective Date through and including
November 30, 2007, the TOUSA Entities may elect to offer to purchase the Williams Island Property
for the purchase price of $50,737,500.00 by delivering a written offer to the Williams Island Owner
accompanied by a $5,000,000.00 non-refundable deposit check (the “Deposit Check”). The Williams
Island Owner shall have ten business days from receipt of such written offer to accept such offer
and deliver a written acceptance thereof to the TOUSA Entities. The closing on the purchase of the
Williams Island Property shall occur within thirty (30) business days from Williams Island Owner’s
delivery of its written acceptance to the TOUSA Entities (the “Closing Deadline”);
provided, however, that in the event such closing does not occur on or before the
Closing Deadline on account of the actions or inaction of the TOUSA Entities, the Williams Island
Owner shall be entitled to retain the Deposit Check; provided further that in the
event such closing does not occur on or before the Closing Deadline on account of the actions or
inaction of parties other than the TOUSA Entities, the Williams Island Owner will immediately
return the Deposit Check. If, however, the Williams Island Owner delivers a written notice of
rejection of the TOUSA Entities’ purchase offer (a “Rejection Notice”), the Williams Island
Owner shall be deemed to have elected to build and develop the



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Williams Island Property (as contemplated by Section 3(g) above), the TOUSA Entities’
obligation to pay the Williams Island Monthly Payments shall cease as of the date of delivery of
the Rejection Notice, and the Williams Island Owner shall return the Deposit Check contemporaneous
with delivery of the Rejection Notice.



          (i) Unless the TOUSA Entities elect to offer to purchase the William Island Property pursuant
to Section 3(h) above and the William Island Owner has not rejected such offer, at any time during
the period commencing on the Effective Date through and including November 30, 2007, the Williams
Island Owner may elect to sell the Williams Island Property to a third party; provided,
however, that (i) the Williams Island Owner must deliver written notice of such election to
the TOUSA Entities, which notice shall contain the terms of such third-party offer, and (ii) the
TOUSA Entities shall have ten business days from the date of delivery of such written notice to
match the offer made by such third party. In the event that the TOUSA Entities match the third
party’s offer and offer to purchase the Williams Island Property by providing written notice of
such election to the Williams Island Owner, the closing on such purchase shall occur in accordance
with the terms and conditions of the third-party offer received by the Williams Island Owner.



          (j) For the avoidance of doubt, the TOUSA Entities shall remain obligated to pay the Williams
Island Monthly Payments until the earlier of (x) November 30, 2007, (y) the date of delivery of a
Rejection Notice, and (z) the date of a closing of a purchase of the Williams Island Property under
Section 3(h) or Section 3(i) above.



          (k) Except with respect to the obligations expressly contained in this Settlement Agreement,
upon the Effective Date, EHT and each of its directors, officers, managers, members, agents,
employees, successors and assigns, shall be deemed to release any and all claims, demands, rights,
actions or causes of action, liabilities, damages, losses, obligations, judgments, suits, matters,
indemnification claims, and issues of any kind or nature whatsoever, known or unknown, contingent
or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or
unmatured, arising from any source whatsoever against the Williams Island Owner and each of the
Williams Island Owner’s respective directors, officers, managers, members, agents, employees,
partners, attorneys, legal representatives, financial advisors, successors, and assigns, solely in
connection with the Williams Island Property and related documents.



          (l) Except with respect to the obligations expressly contained in this Settlement Agreement,
upon the Effective Date, the Williams Island Owner, and each of the Williams Island Owner’s
respective directors, officers, managers, members, agents, employees, partners, successors, and
assigns shall be deemed to release any and all claims, demands, rights, actions or causes of
action, liabilities, damages, losses, obligations, judgments, suits, matters, indemnification
claims, and issues of any kind or nature whatsoever, known or unknown, contingent or absolute,
suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured,
arising from any source whatsoever against EHT and each of its directors, officers, managers,
members, agents, employees, partners, attorneys, legal representatives, financial advisors,
successors, and assigns, solely in connection with the Williams Island Property and related
documents.



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          (m) Prior to the Effective Date, the TOUSA Entities and the Transeastern JV Entities shall (i)
continue with their on-going efforts to obtain (A) approval of the final plat for the Williams
Island project and (B) all development permits and approvals necessary and/or appropriate to the
development of the Williams Island project, and (ii) shall keep the Williams Island Owner fully
apprised of the status of such efforts. Following the Effective Date, the Williams Island Owner
shall be solely responsible for the continuation of such permitting and approval process, however,
the TOUSA Entities and the Transeastern JV Entities shall make available to the Williams Island
Owner for consultation all employees, agents, engineers, attorneys or other parties which have been
involved in the permitting and approval process for the Williams Island project at no cost to the
Williams Island Owner. Neither the TOUSA Entities, the Transeastern JV Entities or the Willaims
Island Owner shall have any liability or obligation to each other as a consequence of any actions
taken or failed to have been taken in connection with such permitting and approval process.



     Section 4. Termination and Release of Agreements and Indemnification.



          (a) Subject to the provisions of Section 2(b) above and Sections 4(b), 4(c), 4(d), 4(e), 4(f),
4(g), 4(h) and 4(i) below, and excepting this Settlement Agreement and the agreements listed on
Schedule 5 attached hereto (all of which obligations and agreements shall survive the
execution of this Settlement Agreement), on the Effective Date, all agreements between or among (i)
the TOUSA Entities and/or the Transeastern JV Entities and (ii) the Falcone Entities, including but
not limited to the Williams Island LBA and those agreements identified and listed on Schedule
3 attached hereto and incorporated herein, shall be terminated, it being expressly understood
that such termination is effective as of the Effective Date and is subject to EHT’s obligations, if
any, under Section 4(b) hereof or to parties other than the Parties to this Agreement. Upon such
termination, all rights, obligations, liabilities, matters and issues of any kind or nature
whatsoever of any Party to another Party in connection with such agreements, including, but not
limited to, liabilities for previous or future site work, any and all permits, licenses or similar
approvals not expressly assumed or retained by the TOUSA Entities and/or the Transeastern JV
Entities pursuant to this Settlement Agreement or the agreements listed on Schedule 5
hereto, and any and all financing arrangements, including bonds and letters of credit, shall be
deemed fully released; provided, however, notwithstanding this Section 4(a) or any
other provisions of this Settlement Agreement, that certain Warranty Administration Agreement,
dated as of August 1, 2005, between EHT and certain of the Falcone Entities shall remain in full
force and effect, without modification. For the avoidance of doubt, that certain Master Cable
Services Agreement, dated January 7, 2002 (the “Cable Services Agreement”), between
Transeastern Properties and Century, as assigned to and assumed by EHT, shall be terminated as to
any projects which may hereafter be developed or constructed by EHT or its successors for which
services are not presently being provided by Century and no party shall have any further obligation
thereunder with regard to such future projects. Notwithstanding the foregoing, the Master Cable
Services Agreement shall remain in full force and effect with regard to the projects in which
Century is presently providing services (including future phases of such projects), together with
the individual project cable services agreements for such projects listed on Schedule 6
attached hereto which shall also remain in full force and effect with respect to the projects which
are the subject of such agreements. Century shall be obligated to indemnify and hold harmless EHT
from and against any and all claims asserted against EHT by any 


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customers of Century resulting from deficiencies in the provision of cable, internet, and other services pursuant to the provisions of such individual project cable services agreements.



          (b) Nothing in this Settlement Agreement shall release or discharge EHT from its obligations,
if any, for Assumed Liabilities (as such term is defined in, and as specified in Section 2.3 of,
the Asset Purchase Agreement) owed to any party other than the Parties to this Settlement
Agreement. For the avoidance of doubt, nothing in this Section 4(b) or in Section 2.3(i) of the
Asset Purchase Agreement shall amend, modify, or otherwise affect: (i) the termination or
extinguishment of any right, interest, agreement, claim or obligation as between or among any
Parties to this Settlement Agreement, as contained elsewhere in this Settlement Agreement; (ii) any
release, waiver, or indemnity set forth elsewhere in this Settlement Agreement, including the
releases set forth in Section 7 and Section 8 of this Settlement Agreement; (iii) the terms of this
Agreement or other agreements relating to the Land Bank Agreements listed on Schedule 3
(the “Walkaway Land Bank Agreements”); (iv) the Land Bank Agreements terminated prior to
the purchase by EHT of property thereunder, which Land Bank Agreements are listed on Schedule
8 hereto (the “Previously Terminated Land Bank Agreements”); (v) the Williams Island
LBA terminated pursuant to this Settlement Agreement; or (vi) any other agreement between or among
the Parties contained in this Settlement Agreement. For the further avoidance of doubt, the
Parties obligations under the Cable Services Agreement as of the Effective Date are subject to the
terms of this Settlement Agreement pertaining to the Cable Services Agreement. Subject to Section
31 hereof, the Transeastern JV Entities and the TOUSA Entities shall continue to indemnify and hold
harmless the Falcone Entities to the extent specifically set forth in Section 11.2(a)(iii) of the
Asset Purchase Agreement. The Falcone Entities shall provide notice of indemnification claims
arising under this Section 4(b) in accordance with the notice procedures set forth in Section 11.3
of the Asset Purchase Agreement.



          (c) The Falcone Entities shall indemnify and hold harmless the Transeastern JV Entities and
the TOUSA Entities from any actions, claims or liabilities asserted by Century Marketing
International, LLC for any and all losses, liabilities, costs and other expenses incurred as a
result of or arising directly or indirectly out of, or in connection with that certain Sales and
Marketing Agreement between EHT and Century Marketing International LLC dated August 1, 2005, other
than willful misconduct and/or gross negligence of the Transeastern JV Entities and the TOUSA
Entities.



          (d) It is understood and agreed that as of the Effective Date, the TOUSA Entities and the
Transeastern JV Entities shall be deemed to waive and release any right, claim, complaint, cause of
action or entitlement of any nature whatsoever against the Waterford Landing Community Development
District, including, without limitation, the proceeds of any bond anticipation notes or bonds
issued by such entity, and against any entity which may receive payment of all or any portion of
such proceeds.



          (e) Notwithstanding any provisions to the contrary contained herein, the Parties agree that
subsequent to the Effective Date, TOUSA shall indemnify the Falcone Entities which are “Owners”
under the Land Bank Agreements listed on Schedule 7 attached hereto on account of
third-party claims directly relating to any Surviving Obligations thereunder.



10









 





          (f) Notwithstanding any provisions to the contrary contained herein, subsequent to the
Effective Date, EHT (together with its successors and/or assigns) and the Falcone Entities shall
remain liable and obligated for the performance of the tax-related obligations set forth in Section
8.3 of the Asset Purchase Agreement.



          (g) Notwithstanding any provisions to the contrary contained herein, subsequent to the
Effective Date, EHT (together with its successors and/or assigns) and the Falcone Entities shall
remain obligated to comply with Section 8.4(d) of the Asset Purchase Agreement (relating generally
to access to personnel files) and Section 13.6 of the Asset Purchase Agreement (relating generally
to access to certain books and records).



          (h) Notwithstanding any provisions to the contrary contained herein, upon the execution of
this Settlement Agreement, the TOUSA Entities and the Transeastern JV Entities agree that the
Falcone Entities shall no longer be bound by the terms of Section 8.1(a) of the Asset Purchase
Agreement, which section shall be terminated and have no further force and effect.



          (i) Within thirty days of the Effective Date, the Transeastern JV Entities shall re-commence
development of the Live Oak II project in order to complete the various subdivision improvements
and obtain approvals from the Southwest Florida Water Management District as required by
Hillsborough County as a condition to the issuance of certificates of occupancy or use for
commercial and/or retail property originally included within the Live Oak Preserve PUD. The
Transeastern JV Entities shall diligently continue such development activities in order to achieve
the timely completion of such improvements. In the event that Hillsborough County shall refuse to
issue certificates of occupancy or use for any commercial or retail space originally located within
the Live Oak Preserve PUD as a result of the failure of the Transeastern JV Entities to complete
such development activities, the Transeastern JV Entities shall, solely to the extent required by
Hillsborough County as a condition to the issuance of certificates of occupancy or use, post a bond
or other form of financial security with Hillsborough County to secure the timely completion of
such improvements.



     Section 5. Cummer Development Projects.



          (a) Prior to the date hereof, that certain Option and Development Agreement between Nickmatdan
Landbank, LLC and Transeastern Properties, dated as of May 31, 2005, as assigned to and assumed by
EHT, and any related agreements, including without limitation the Cooperation Agreement among South
Jacksonville Properties, LLC, BF South Jacksonville Properties, LLC, Nickmatdan Landbank, LLC, EHT,
TOUSA Homes and CW Twin Creeks, LLC, dated August 1, 2005, and all modifications thereto, that
concern that certain development project known as “Cummer” (the “Cummer Development
Project”) have been terminated as to each respective party and the Parties have executed a
certain Settlement and Release Agreement dated March 30, 2007. The Parties hereby acknowledge and
confirm that such Settlement and Release Agreement shall not apply or be effective with regard to
any obligations or agreements which may arise from the consummation of the proposed transaction
contemplated by Section 5(b) below.



11









 





          (b) Notwithstanding anything contained herein, the TOUSA Entities and the Falcone Entities
agree to work towards an agreement by June 20, 2007, pursuant to which the TOUSA Entities would
purchase the properties associated with the Cummer Development Project from the Falcone Entities
after the Effective Date; provided, however, such purchase is subject to entering
into agreements, and the TOUSA entities obtaining third-party financing for not less than 90% of
the purchase price, in each case satisfactory to the TOUSA Entities in their sole discretion. It
is understood that the purchase price for the Cummer Development Project properties is contemplated
to be $90 million. In the event an agreement for the purchase of the properties associated with
Cummer Development Project is not entered into by June 20, 2007, the TOUSA Entities shall have no
further obligation under this Section 5(b) and the settlement and release agreement referenced in
Section 5(a) shall remain in full force and effect.



     Section 6. On-Going Obligations of the Parties and Indemnification. The following
obligations of the Parties (the “Post Effective Date Obligations”) shall survive the
Effective Date, notwithstanding the provisions of this Settlement Agreement, including, without
limitation, Section 4 hereof:



          (a) On or before the Effective Date, the Falcone Entities shall replace the surety bonds and
letters of credit that are in existence as of the date hereof (and any replacements or renewals of
those bonds and letters of credit in the same amounts) with respect to the Diamond Sands project as
identified and listed on Schedule 4(a) hereto and incorporated herein. The agreement of
certain of the Falcone Entities to replace existing surety bonds or letters of credit in connection
with the properties (other than the Williams Island Property) subject of the Walkaway Land Bank
Agreements (which surety bonds or letters of credit are listed on Schedule 4(b) hereto)
pursuant to (i) that certain Settlement and Release Agreement, dated March 30, 2007, by and among
Oak Creek Landbank, LLC, Westwood Berkshire Landbank, LLC, and EHT and (ii) that certain Settlement
and Release Agreement, dated March 30, 2007, by and among Nickmatdan Landbank, LLC, EHT, TOUSA and
TOUSA Homes, shall remain in full force and effect (together the “Walkaway Settlement and
Release Agreements”).



          (b) The Parties shall undertake any transfers and assignments necessary to consummate the
transactions set forth in this Settlement Agreement, including but not limited to the transfer and
assignment of (i) any and all permits, approvals, licenses, pending applications, or other
governmental documentation, (ii) title or interest in any existing or future common area property,
wetland areas, recreation areas, roadways, or drainage parcels, and (iii) title or interest in any
and all other property intended for development, drainage, irrigation or water management. It is
understood and agreed that such transfers and assignment shall be consummated at no additional
costs to the transferor or assignor, except for sums required to complete any corrective action
which (i) may be required by the governmental agency having jurisdiction over such permit or
development approval as a condition to the transfer or assignment thereof, and (ii) such transferor
or assignor is obligated to perform under the various agreements existing between the Parties prior
to the date hereof, which such obligations shall survive the Effective Date. It is also understood
and agreed that no such assignment or transfer shall be consummated prior to the Effective Date,
that the documents necessary and/or appropriate to the effectuation of such transfer or assignment
shall be executed prior to the Effective Date and that the parties shall use commercially
reasonable efforts to cooperate after the Effective Date to provide any further documentation
required by the respective



12









 





governmental authorities having jurisdiciton over the transfer or assignment of such permits for the
approval of such transfer or assignment, provided that all such matters shall be undertaken at no
additional costs to the transferor or assignor other than (i) immaterial out of pocket transfer
costs, (ii) the costs and expenses of the transferor’s or assignor’s own advisors, including legal
counsel, and (iii) corrective actions which a transferor or assignor is obligated to perform, as
set forth in this Section 6(b) .



          (c) Each Party shall cause its respective representatives to resign from any homeowners
association or the board of a Community Development District that is related to a property that is
being transferred to another Party pursuant to this Settlement Agreement.



          (d) Notwithstanding anything to the contrary contained herein, EHT re-acknowledges and
confirms that it will pay all property taxes that accrued during the 2006 tax year with respect to
the real properties subject to the Walkaway Land Bank Agreements (other than the Williams Island
Property, for which such 2006 taxes already have been paid) on or before the Effective Date, as
agreed by EHT pursuant to that certain extension letter, dated March 30, 2007, by and between EHT
and the Owners under the Walkaway Land Bank Agreements, among others, which is incorporated herein
by reference.



     Section 7. Release of the Falcone Entities by the TOUSA Entities and the Transeastern JV
Entities.



          (a) As of the Effective Date, except with respect to the obligations expressly contained in
this Settlement Agreement and those agreements identified on Schedule 5 attached hereto,
and those obligations reserved by the respective Parties in this Settlement Agreement or excepted
herefrom, each of the TOUSA Entities and each of the Transeastern JV Entities, and each of their
respective directors, officers, managers, members, agents, employees, partners, stockholders,
attorneys, legal representatives, financial advisors, subsidiaries, successors, assigns, and other
affiliates hereby release each of the Falcone Entities, and each of their respective directors,
officers, managers, members, agents, employees, partners, stockholders, attorneys, legal
representatives, financial advisors, subsidiaries, successors, assigns, and other affiliates from
any and all claims, demands, rights, actions or causes of action, liabilities, damages, losses,
obligations, judgments, suits, matters, indemnification claims, any claims acquired as a result of
subrogation or assignment, and issues of any kind or nature whatsoever, known or unknown,
contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed,
matured or unmatured, including but not limited to all liabilities, claims, and obligations arising
out of or in connection with (v) the Carve-Out Guaranties, (w) the Asset Purchase Agreement, (x)
the TE/TOUSA Operating Agreement (y) that certain Option and Development Agreement by and between
Kendall Land Development, LLC and EHT, dated as of August 31, 2004, as amended and all documents
related to the property subject to such agreement and (z) the Land Bank Agreements (except as set
forth herein to the contrary).



          (b) Notwithstanding anything to the contrary in this Settlement Agreement or otherwise, the
releases contained herein shall not affect in any way any defenses of the TOUSA Entities or the
Transeastern JV Entities to claims, rights or actions of the Falcone Entities arising on account of
the circumstances set forth in Section 8(b) of this Settlement Agreement.



13









 





     Section 8. Release of the TOUSA Entities and the Transeastern JV Entities by the Falcone
Entities.



          (a) As of the Effective Date, except with respect to the obligations expressly contained in
this Settlement Agreement and those agreements identified on Schedule 5 attached hereto,
and those obligations reserved by the respective Parties in this Settlement Agreement or excepted
herefrom, each of the Falcone Entities, and each of their directors, officers, managers, members,
agents, employees, partners, stockholders, attorneys, legal representatives, financial advisors,
subsidiaries, successors, assigns, and other affiliates hereby releases each of the TOUSA Entities
and each of the Transeastern JV Entities and each of their respective directors, officers,
managers, members, agents, employees, partners, stockholders, attorneys, legal representatives,
financial advisors, subsidiaries, successors, assigns, and other affiliates, from any and all
claims, demands, rights, actions or causes of action, liabilities, damages, losses, obligations,
judgments, suits, matters, indemnification claims, any claims acquired as a result of subrogation
or assignment, and issues of any kind or nature whatsoever, known or unknown, contingent or
absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or
unmatured, including but not limited to all liabilities, claims, and other obligations arising out
of or in connection with (v) the Carve-Out Guarantees, (w) the Asset Purchase Agreement, (x) the
TE/TOUSA Operating Agreement (y) that certain Option and Development Agreement by and between
Kendall Land Development, LLC and EHT, dated as of August 31, 2004, as amended and all documents
related to the property subject to such agreement and (z) the Land Bank Agreements (except as set
forth herein to the contrary). The foregoing provision notwithstanding, nothing contained in this
Settlement Agreement is intended nor shall the same be deemed to operate to in any fashion impair,
discharge or release the obligation of Kendall Land Development, LLC, its successors and/or assigns
(including without limitation any of the TOUSA Entities or the Transeastern JV Entities) for the
payment of the sums evidenced by that certain Promissory Note dated August 31, 2004 in the original
principal amount of $12,240,222.84, as secured by that certain Mortgage dated August 31, 2004 and
recorded at Official Records Book 22645, Page 2464 of the Public Records of Miami-Dade County,
Florida.



          (b) Notwithstanding anything to the contrary in this Settlement Agreement or otherwise, the
releases contained herein shall not affect in any way any claims, rights or actions the Falcone
Entities have against the TOUSA Entities if a shareholder or creditor of the TOUSA Entities
(whether derivatively or otherwise) commences or asserts any claim, complaint, action or proceeding
against a Falcone Entity relating to any action or inaction constituting actual fraud, actual bad
faith, criminal or other intentional or willful misconduct.



     Section 9. Representations and Warranties. 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:



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



14









 





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



          (c) No Conflicts. The execution, delivery and performance by it of this Settlement
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).



          (d) Governmental Consents. The execution, delivery and performance by it of this
Settlement Agreement do not and shall not require any registration or filing with, consent or
approval of, notice to or other action with, or by, any Federal, state or other governmental
authority or regulatory body, except: (A) such filings as may be necessary and/or required
by the Securities and Exchange Commission and applicable state securities or “blue sky” laws; and
(B) in the case of the Transeastern JV Entities, other registrations, filings, consents, approvals,
notices or other actions that are reasonably necessary to maintain permits, licenses,
qualifications and governmental approvals to carry on the businesses of the Transeastern JV
Entities.



          (e) Proceedings. No litigation or proceeding before any court, arbitrator or
administrative or governmental body is pending against it that would adversely affect its ability
to enter into this Settlement Agreement or perform its obligations hereunder.



     Section 10. No Waiver of Participation and Reservation of Rights. This Settlement
Agreement is part of a proposed settlement of disputes among the Parties. Except as expressly
provided in this Settlement Agreement, nothing herein is intended to, does, or shall be deemed in
any manner to waive, limit, impair or restrict the ability of each of the Parties to protect and
preserve its respective rights, remedies and interests, including without limitation and without
limiting the foregoing sentence in any way, if the actions contemplated by this Settlement
Agreement are not consummated, if a Termination Event (as defined below) occurs or if this
Settlement Agreement is otherwise terminated for any reason, the Parties each fully reserve any and
all rights, remedies and interests.



     Section 11. Conditions Precedent to the Effective Date. Notwithstanding anything
contained herein, it is understood and agreed that this Settlement Agreement, and the Parties’
obligations hereunder, shall be effective on the date (the “Effective Date”) that all of
the conditions contained in this Section 11 (the “Closing Conditions”) are satisfied:



          (a) TOUSA Closing Conditions:



               (1) The TOUSA Entities shall have executed and consummated a global settlement with 100% of
the Senior Lenders and the Administrative Agent for such Senior Lenders providing for the release
and discharge of claims in any way relating to the Senior Debt, including, without limitation, all
liabilities under the Carve-Out Guarantees and the Completion Guarantees;



15









 





               (2) the TOUSA Entities shall have executed and consummated a global settlement with 100% of
the Senior Mezz Lenders and the Administrative Agent for such Senior Mezz Lenders providing for the
release and discharge of claims in any way relating to the Senior Mezz Debt, including, without
limitation, all liabilities under the Carve-Out Guarantees and the Completion Guarantees;



               (3) the TOUSA Entities shall have executed and consummated a global settlement with 100% of
the Junior Mezz Lenders and the Administrative Agent for such Junior Mezz Lenders providing for the
release and discharge of claims in any way relating to the Junior Mezz Debt, including, without
limitation, all liabilities under the Carve-Out Guarantees and the Completion Guarantees;



               (4) The Falcone Entities will have delivered all necessary assignments of government permits
issued to the Falcone Entities or previously assigned to Falcone Entities;



               (5) The Falcone Entities shall have executed and delivered all plats, easements, and deeds
necessary for the use and development of the Acquired Land Bank Properties, as reasonably requested
by the TOUSA Entities;



               (6) The Falcone Entities shall have made all closing deliveries under Section 2(a) hereof;



               (7) The Falcone Entities, the Transeastern JV Entities and the TOUSA Entities shall have
developed a cooperative plan for the recreation area located adjacent to that certain site owned by
the Falcone Entities, reserved for the building of an apartment complex and in proximity to that
certain project to be developed pursuant to the Option and Development Agreement by and between
Independence Land Development LLC and EHT, dated May 31, 2005, and executed an agreement for
implementing such plan;



               (8) The Falcone Entities, individually and collectively, shall have obtained a full release of
all completion guarantees and environmental indemnities issued by EHT to the Residential Funding
Corporation in connection with (i) that certain Option and Development Agreement by and between Oak
Creek Landbank, LLC and Transeastern Properties, dated as of May 16, 2005, as assigned to and
assumed by EHT, and (ii) that certain Option and Development Agreement by and between Westwood
Berkshire Landbank, LLC and Transeastern Properties, dated as of May 16, 2005, as assigned to and
assumed by EHT;



               (9) The Falcone Entities shall have performed all actions and made all deliveries contemplated
by Section 2(a), Section 5 and Section 6 of this Settlement Agreement; and



               (10) Falcone/Ritchie shall have confirmed its withdrawal as a “Member” (as defined in the
TE/TOUSA Operating Agreement) and shall have notified TE/TOUSA of such withdrawal in writing;




provided, however, the determination of whether the Closing Conditions of this
Section 11(a) have been satisfied shall be within the reasonable discretion of the TOUSA Entities,
and any Closing Condition in this Section 11(a) may be waived by the TOUSA





16








 











Entities in their sole
discretion.



          (b) Falcone Closing Conditions:



               (1) The Falcone Entities shall have executed and consummated a global settlement with 100% of
the Senior Lenders and the Administrative Agent for such Senior Lenders providing for the release
and discharge of claims in any way relating to the Senior Debt, including, without limitation, all
liabilities under the Carve-Out Guarantees;



               (2) the Falcone Entities shall have executed and consummated a global settlement with 100% of
the Senior Mezz Lenders and the Administrative Agent for such Senior Mezz Lenders providing for the
release and discharge of claims in any way relating to the Senior Mezz Debt, including, without
limitation, all liabilities under the Carve-Out Guarantees;



               (3) the Falcone Entities shall have executed and consummated a global settlement with 100% of
the Junior Mezz Lenders and the Administrative Agent for such Junior Mezz Lenders providing for the
release and discharge of claims in any way relating to the Junior Mezz Debt, including, without
limitation, all liabilities under the Carve-Out Guarantees;



               (4) EHT shall have made the Takedown Payments (including closing costs), the Option Payments
and the closing deliveries under Section 2(a) hereof;



               (5) EHT shall have either have returned to the Falcone Entities that certain Letter of Credit
No. SM214983W, dated July 27, 2005, issued by Wachovia Bank in favor of EHT, which was provided to
EHT pursuant to the provisions of the Asset Purchase Agreement, or provided an affidavit of loss
and indemnity to Wachovia Bank and the Falcone Entities in connection with such Letter of Credit;



               (6) CIT (on behalf of the Senior Lenders) shall have executed and delivered to Williams Island
Owner the Acknowledgement of Termination of Option Relating to Property (Williams Island);



               (7) EHT shall have delivered to Williams Island Owner all documents necessary to effectuate
the termination of the Option and Development Agreement (Williams Island), dated October 13, 2004
and the Construction Agreement, dated October 13, 2004; and



               (8) EHT will have delivered all necessary assignments of government permits issued to EHT or
previously assigned to EHT;



provided, however, the determination of whether the Closing Conditions in this
Section 11(b) have been satisfied shall be within the reasonable discretion of the Falcone
Entities, and any Closing Condition in this Section 11(b) may be waived by the Falcone Entities in
their sole discretion.



          (c) EHT Closing Condition. The TOUSA Entities shall have executed and consummated a
global settlement with 100% of the Senior Lenders and the Administrative Agent for such Senior
Lenders providing for the release and discharge of claims in any way relating to



17









 





the Senior Debt, including, without limitation, all liabilities under the Carve-Out Guarantees
and the Completion Guarantees, provided, however, that determination of whether the
Closing Condition of this Section 11(c) has been satisfied shall be within the reasonable
discretion of EHT; provided further, that the Closing Condition in this Section
11(c) may be waived by EHT with the consent of the Senior Lenders and the Administrative Agent for
such Senior Lenders.



     Section 12. Termination. Prior to the Effective Date, this Settlement Agreement shall
immediately terminate upon the occurrence of any of the following events (provided
however, that such termination of the Settlement Agreement shall not restrict the Parties’
rights and remedies for any prior breach of the Settlement Agreement by any Party):



          (a) written notice by any Party to the other Parties of the termination of the financing
commitment letter issued to TOUSA, Inc. by Citibank Global Markets, Inc. and certain of its
affiliates (collectively, “Citibank”), dated May 15, 2007 (the “Commitment
Letter”); provided, however, notwithstanding anything contained herein, this
Settlement Agreement shall not terminate if within ten days after the receipt of such notice of
termination of the Commitment Letter, the TOUSA Entities reinstate or obtain a replacement
commitment for the Commitment Letter;



          (b) written notice by either (i) the Falcone Entities to the TOUSA Entities and the
Transeastern JV Entities, or (ii) the TOUSA Entities and the Transeastern JV Entities to the
Falcone Entities of the non-occurrence of the Effective Date by no later than June 30, 2007 (the
“Closing Date”); provided, however, TOUSA shall have the unilateral right
to extend the Closing Date until July 16, 2007, by issuance of a notice representing in good faith
that such an extension is necessary to achieve a closing of the transactions contemplated under
this Agreement, and so long as (i) the TOUSA Entities and/or the Transeastern JV Entities have paid
all monthly option payments due under the Acquired Land Bank Agreements and the Williams Island LBA
for the period ending on June 30, 2007, and (ii) this Settlement Agreement has not terminated
pursuant to Section 12(a);



          (c) with respect to any of the Transeastern JV Entities, the filing of a voluntary petition in
bankruptcy or the admission of an inability to pay its or their debts as they become due, in any
document or in any pleading filed in any court;



          (d) the commencement of any action, lawsuit, or proceeding against any of the Falcone Entities
by any of the TOUSA Entities and/or the Transeastern JV Entities;



          (e) the commencement of any action, lawsuit, or proceeding against any of TOUSA Entities
and/or the Transeastern JV Entities by any of the Falcone Entities;



          (f) the occurence of a public sale of all or substantially all of EHT’s assets or its equity
interests;



          (g) the commencement by CIT or Deutsche Bank of any action, lawsuit or proceeding against any
of the Falcone Entities;



18









 





          (h) the occurence of a private or public foreclosure sale by or at the direction of CIT or
Deutsche Bank with respect to the direct or indirect equity interests in EHT;



          (i) the filing of an involuntary petition in bankruptcy by any of the Senior Lenders, the
Senior Mezz Lenders, or the Junior Mezz Lenders against any of the Transeastern JV Entities, which
has not been dismissed by the Effective Date; and



          (j) the filing of an involuntary petition in bankruptcy by any party (other than a Party to
this Settlement Agreement) against any of the Transeastern JV Entities, which has not been
dismissed either (i) within 10 calendar days from the date on which such petition was filed, or
(ii) if the involuntary petition is contested, within 20 calendar days from the date on which such
petition was filed.



     Section 13. Effect of Termination. In the event this Settlement Agreement terminates
pursuant to Section 12 (the “Termination”), this Settlement Agreement shall terminate as to
all Parties; provided, however, the termination of the provisions of Section 8.1(a)
of the Asset Purchase Agreement and the release of the Falcone Entities from any liability in
connection with such Section 8.1(a) shall not be affected by Termination of this Settlement
Agreement. Upon a Termination, the obligations of each of the Parties hereunder, including (for
the avoidance of doubt) the releases in Sections 7 and Section 8 and the tax rights and obligations
in Section 1 of this Settlement Agreement, shall be null and void and be of no further force and
effect as of the date of the signing of this Settlement Agreement, provided
however, that no such termination shall relieve any Party from liability for its breach or
non-performance of its obligations hereunder prior to the date of such Termination.



     Section 14. Governing Law; Jurisdiction. This Settlement Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York, regardless of the laws
that might otherwise govern under applicable principles of conflict of laws of the State of New
York. By its execution and delivery of this Settlement Agreement, each of the Parties hereto
hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding
against it with respect to any matter under or arising out of or in connection with this Settlement
Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or
proceeding, shall be brought in a federal court of competent jurisdiction in the United States
District Court for the Southern District Florida. By execution and delivery of this Settlement
Agreement, each of the Parties hereto hereby irrevocably accepts and submits to the nonexclusive
jurisdiction of such court, generally and unconditionally, with respect to any such action, suit or
proceeding.



     Section 15. Notices. All demands, notices, requests, consents and communications
hereunder shall be in writing and shall be deemed to have been duly given if delivered personally
or by courier service, messenger, facsimile or, if duly deposited in the mails, by certified or
registered mail, postage prepaid-return receipt requested, and shall be deemed to have been duly
given or made: (a) upon delivery, if delivered personally or by courier service or messenger, in
each case with record of receipt; (b) upon transmission with confirmed delivery, if sent by
facsimile or telecopy; or (c) when received after being sent by certified or registered mail,
postage pre-paid, return receipt requested, to the following addresses or such other addresses as
may be furnished hereafter by notice in writing, to the following Parties:



19









 






			
	               	 	If to the TOUSA Entities:


Attn: Antonio B. Mon

Attn: Paul Berkowitz

TOUSA, Inc.

4000 Hollywood Boulevard

Suite 500N

Hollywood, FL 33021

Facsimile: 954-364-4010


with copies to:


Attn: Paul M. Basta

Kirkland & Ellis, LLP

153 E. 53rd Street

New York, NY 10022-4611

Facsimile: 212-446-4900


If to the Transeastern JV Entities:


Attn: Sorana L. Georgescu

Transeastern

400 Hollywood Boulevard

Suite 500-N

Hollywood, FL 33021

Facsimile: 954-364-4010


with copies to:


Attn: James L. Patton, Jr.

Young Conaway Stargatt & Taylor

The Brandywine Building

100 West Street

17th Floor

P.O. Box 391

Wilmington, DE 19899

Facsimile: 302-571-1253


If to the Falcone Entities:


Attn: Arthur J. Falcone

Attn: Anthony L. Morrison, Esq

1951 N.W. 19th Street

Suite 200

Boca Raton, FL 33431

Facsimile: 561-961-1261





20









 









			
	               	 	with copies to:


Attn: Marcia L. Goldstein

Attn: Lori R. Fife

Weil Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Facsimile: 212-310-8007





     Section 16. Entire Agreement. This Settlement Agreement constitutes 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 17. Headings. The headings of the paragraphs and subparagraphs of this
Settlement Agreement are inserted for convenience only and shall not affect the interpretation
hereof.



     Section 18. Successors and Assigns. This Settlement Agreement is intended to bind and
inure to the benefit of the Parties and their respective permitted successors and assigns;
provided however, nothing contained in this paragraph shall be deemed to permit
sales, assignments or transfers that would otherwise not be in accordance this Settlement
Agreement.



     Section 19. Covenant Not to Assign. Except with respect to the EHT Sale described in
Section 1(e) above, the Parties hereby agree that no Party may assign, directly or indirectly, all
or part of its rights or obligations under this Settlement Agreement without the prior written
consent of each Party, which consent shall not be unreasonably withheld or delayed.



     Section 20. Specific Performance. Each Party hereto recognizes and acknowledges that
a breach by it of any covenants or agreements contained in this Settlement Agreement will cause the
other Parties to sustain damages for which such other Parties would not have an adequate remedy at
law for money damages and, therefore, each Party hereto agrees that, in the event of any such
breach, such other parties shall be entitled to the remedy of specific performance of such
covenants and agreements and injunctive and other equitable relief in addition to any other remedy
to which such parties may be entitled at law or in equity.



     Section 21. Several, Not Joint, Obligations. The agreements, representations and
obligations of the Parties under this Settlement Agreement are, in all respects, several and not
joint.



     Section 22. Remedies Cumulative. All rights, powers and remedies provided under this
Settlement Agreement or otherwise available in respect hereof at law or in equity shall be
cumulative and not alternative, and the exercise of any right, power or remedy thereof by any party
shall not preclude the simultaneous or later exercise of any other such right, power or remedy by
such party.



     Section 23. No Waiver. The failure of any Party hereto to exercise any right, power
or remedy provided under this Settlement Agreement or otherwise
available in respect hereof at law or in equity, or to insist upon compliance by any other



21









 






Party hereto with its obligations
hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not
constitute a waiver by such Party of its right to exercise any such or other right, power or remedy
or to demand such compliance.



     Section 24. Counterparts. This Settlement 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 Settlement Agreement
by facsimile or email shall be as effective as delivery of a manually executed signature page of
this Settlement Agreement.



     Section 25. Severability. Any provision of this Settlement 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 26. Third-Party Beneficiaries. Unless expressly stated herein, this
Settlement Agreement shall be solely for the benefit of the Parties and no other person or entity
shall be a third party beneficiary hereof.



     Section 27. No Solicitation.



     (a) This Settlement Agreement is not intended to be, and each signatory to this Settlement
Agreement acknowledges that, this Settlement Agreement is not, whether for the purposes of section
1125 and 1126 of the Bankruptcy Code or otherwise, a solicitation for the acceptance or rejection
of a plan of reorganization for any of the Companies.



     (b) This Settlement Agreement is not an offer with respect to any securities and such offers
or solicitation, if necessary, to effectuate the Restructuring, will be made only in compliance
with all applicable securities laws.



     Section 28. Settlement Discussions. This Settlement Agreement and the Restructuring
are part of a proposed settlement of a dispute among the Parties. Nothing herein shall be deemed
an admission of any kind. Pursuant to Federal Rule of Evidence 408 and any applicable state rules
of evidence, this Settlement Agreement and all negotiations relating thereto shall not be
admissible into evidence in any proceeding other than a proceeding to enforce the terms of this
Settlement Agreement.



     Section 29. 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 Settlement Agreement.



     Section 30. Receipt of Adequate Information; Representation by Counsel. Each Party
acknowledges that it has received adequate information to enter into
this Settlement Agreement and that it has been represented by counsel



22









 





in connection with this Settlement Agreement and
the transactions contemplated by this Settlement 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
Settlement Agreement against such party shall have no application and is expressly waived. The
provisions of the Settlement Agreement shall be interpreted in a reasonable manner to effect the
intent of the Parties.



     Section 31. Indemnification Rights.



          (a) The Parties acknowledge and agree that any indemnification right, claim, or action
contained in this Settlement Agreement is subject to, and shall be asserted and brought in
accordance with, the terms and conditions of Section 11.3 and Section 11.5 of the Asset Purchase
Agreement. Solely for purposes of this Section 31 of the Settlement Agreement, the terms
“Agreement” and “hereunder” in Section 11.3 and Section 11.5 of the Asset Purchase Agreement shall
mean this Settlement Agreement and references to parties to the Asset Purchase Agreement shall mean
the Parties hereto. For the avoidance of doubt, for purposes of this Section 31, the provisions
contained in Section 11.3 of the Asset Purchase Agreement relating to or referencing Section
11.1(c) of the Asset Purchase Agreement shall not apply.



          (b) In calculating any liability, loss, judgment, cost, expense or obligation, including
attorneys’ fees, on account of an indemnification claim under this Settlement Agreement, there
shall be deducted from such amounts any insurance recovery in respect thereof (and no right of
subrogation shall accrue hereunder to any insurer).



     Section 32. Time of the Essence. Time is of the essence with respect to all
provisions of this Settlement Agreement that specify a time for performance.



[Signature Pages Follow]




23









 






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



	 	 	 	 	 
	 	TOUSA, INC.

 	 
	 	By:  	/s/ Paul Berkowitz
 	 
	 	 	Name:  	Paul Berkowitz 	 
	 	 	Title:  	Excecutive Vice President and Chief of Staff 	 
	 
	 	TOUSA, LLC

 	 
	 	By:  	/s/ Paul Berkowitz
 	 
	 	 	Name:  	Paul Berkowitz 	 
	 	 	Title:  	Excecutive Vice President 	 
	 
	 	TOUSA HOMES, L.P.

 	 
	 	By:  	/s/ Paul Berkowitz
 	 
	 	 	Name:  	Paul Berkowitz 	 
	 	 	Title:  	Excecutive Vice President 	 
	 
	 	TOI, LLC

 	 
	 	By:  	/s/ Paul Berkowitz
 	 
	 	 	Name:  	Paul Berkowitz 	 
	 	 	Title:  	Excecutive Vice President 	 













 






	 	 	 	 	 




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



	 	 	 	 	 
	 	TE/TOUSA, LLC

 	 
	 	By:  	/s/ Sorana Georgescu
 	 
	 	 	Name:  	Sorana Georgescu 	 
	 	 	Title:  	Secretary 	 
	 
	 	TE/TOUSA MEZZANINE TWO, LLC

 	 
	 	By:  	/s/ Sorana Georgescu
 	 
	 	 	Name:  	Sorana Georgescu 	 
	 	 	Title:  	Secretary 	 
	 
	 	TE/TOUSA MEZZANINE, LLC

 	 
	 	By:  	/s/ Sorana Georgescu
 	 
	 	 	Name:  	Sorana Georgescu 	 
	 	 	Title:  	Secretary 	 
	 
	 	TE/TOUSA SENIOR, LLC

 	 
	 	By:  	/s/ Sorana Georgescu
 	 
	 	 	Name:  	Sorana Georgescu 	 
	 	 	Title:  	Secretary 	 
	 
	 	EH/TRANSEASTERN, LLC

 	 
	 	By:  	/s/ Sorana Georgescu
 	 
	 	 	Name:  	Sorana Georgescu 	 
	 	 	Title:  	Vice President and Secretary 	 













 






	 	 	 	 	 




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



	 	 	 	 	 
	 	FALCONE/TEP HOLDINGS, LLC f/k/a/ 

FALCONE/RITCHIE LLC

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Name:  	Arthur J. Falcone 	 
	 	 	Title:  	 	 
	 
	 	TEP HOLDINGS, INC., f/k/a

TRANSEASTERN PROPERTIES INC

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Name:  	Arthur J. Falcone 	 
	 	 	Title:  	 	 
	 
	 	ARTHUR J. FALCONE

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Name:  	Arthur J. Falcone 	 
	 	 	 	 
	 
	 	EDWARD W. FALCONE

 	 
	 	By:  	/s/ Edward W. Falcone
 	 
	 	 	Name:  	Edward W. Falcone 	 
	 	 	 	 
	 










 






	 	 	 	 	 



	 	 	 	 	 
	 	BAYSHORE 65 LANDBANK, LLC, a Florida limited
liability company

 	 
	 	By:  	/s/ Robert Falcone
 	 
	 	 	Robert Falcone, Manager 	 
	 	 	 	 
	 
	 	BAYSHORE 65 PARTNERS, LLC, a Florida limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	BF SOUTH JACKSONVILLE PROPERTIES, LLC, a Florida limited liability company

 	 
	 	By:  	/s/ Robert J. Falcone
 	 
	 	 	Robert J. Falcone, Manager 	 
	 	 	 	 
	 
	 	BIGWATER PARTNERS, LLC, a Florida limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Managing Member 	 
	 	 	 	 
	 
	 	BRONSON DRI PARTNERS, LLC, a Florida limited liability company

 	 
	 	By:  	Falcon Land & Development, LLC, a Florida
 	 
	 	 	limited liability company, Managing Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                      /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	BRUCE B. DOWNS PARTNERS, LLC, a Florida

limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Managing Member 	 
	 	 	 	 













 






	 	 	 	 	 



	 	 	 	 	 
	 	CARROLL DYER LANDBANK, LLC, a Florida

limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	CENTURY COMMUNICATIONS OF FLORIDA,

INC., a Florida corporation

 	 
	 	By:  	/s/ Robert Falcone
 	 
	 	 	Robert Falcone, President 	 
	 	 	 	 
	 
	 	CENTURY MARKETING INTERNATIONAL, LLC, a Florida limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	COLONIAL CROSSING ASSOCIATES, LLC

a Florida limited liability company

 	 
	 	By:  	N.B.D. Development, Inc., a Florida corporation,
 	 
	 	 	Manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                 /s/ John T. Kinsey
 	 
	 	 	John T. Kinsey, President 	 
	 	 	 	 
	 
	 	CORAL LAKES LANDBANK, LLC, a Florida

limited liability company

 	 
	 	By:  	N.B.D. Development, Inc., a Florida corporation,
 	 
	 	 	Manager 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                 /s/ John T. Kinsey
 	 
	 	 	John T. Kinsey, President 	 
	 	 	 	 













 






	 	 	 	 	 



	 	 	 	 	 
	 	FALCON 95 PARTNERS, LLC, a Florida

limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	FALCON FT. PIERCE ORANGE, LLC,
a Florida limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	FALCON FUNDING, LLC, a Florida limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	FALCON LAND & DEVELOPMENT, LLC, a Florida
limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	FALCON VILLAGE CENTER PARTNERS, LLC, a Florida limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	FORT PIERCE ORANGE AVENUE LANDBANK, LLC, a Florida limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 












 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	HELLER 301 LANDBANK, LLC, a Florida limited

liability company

 	 
	 	By:  	/s/ Robert Falcone
 	 
	 	 	Robert Falcone, Manager 	 
	 	 	 	 
	 
	 	HELLER 301 PARTNERS INVESTORS, LLC, a

Florida limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 












 






	 	 	 	 	 



	 	 	 	 	 
	 	INDEPENDENCE LAND DEVELOPMENT, LLC, a
Florida limited liability company

 	 
	 	By:  	/s/ Anthony Ciabattoni
 	 
	 	 	Anthony Ciabattoni, Sole Member 	 
	 	 	 	 
	 
	 	INDEPENDENCE LAND DEVELOPMENT 23, LLC, a Florida limited liability company

 	 
	 	By:  	/s/ Anthony Ciabattoni
 	 
	 	 	Anthony Ciabattoni, Manager 	 
	 	 	 	 












 






	 	 	 	 	 



	 	 	 	 	 
	 	JACKSONVILLE WEST 95 PARTNERS, LLC, a

Florida limited liability company

 	 
	 	By:  	Falcon 95 Partners, LLC, a Florida limited liability company, Sole Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                           /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	KENDALL POINTE LAND DEVELOPMENT, LLC, a Florida limited liability company

 	 
	 	By:  	/s/ Robert J. Falcone
 	 
	 	 	Robert J. Falcone, as Trustee of the
Robert J. Falcone Revocable Living
Trust Dated 9/193, Sole Member 	 
	 	 	 	 
	 
	 	 	 
	 
	 	LIVE OAK DEVELOPMENT I, LLC, a Florida

limited liability company

 	 
	 	By:  	TEP Homes, Inc., a Florida corporation,
 	 
	 	 	Sole Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, President 	 
	 	 	 	 
	 
	 	LIVE OAK DEVELOPMENT II, LLC, a Florida

limited liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation,
 	 
	 	 	Managing Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 












 






	 	 	 	 	 



	 	 	 	 	 
	 	LIVE OAK LANDBANK 2, LLC, a Florida limited

liability company

 	 
	 	By:  	/s/ Robert J. Falcone
 	 
	 	 	Robert J. Falcone, as Trustee of the 	 
	 	 	Robert J. Falcone Revocable Living Trust Dated 9/1/93, Sole
Member 	 
	 
	 	MOSS PARK LANDCO, LLC, a Florida limited

liability company

 	 
	 	By:  	/s/ Robert J. Falcone
 	 
	 	 	Robert J. Falcone, Sole Member 	 
	 	 	 	 












 






	 	 	 	 	 



	 	 	 	 	 
	 	NICKMATDAN LANDBANK, LLC, a Florida limited
liability company

 	 
	 	By:  	/s/ Robert J. Falcone
 	 
	 	 	Robert J. Falcone, Manager 	 
	 	 	 	 
	 
	 	NORTH CAPE DEVELOPMENT ASSOCIATES I, LLC, a Florida limited liability company

 	 
	 	By:  	/s/ John Evasius
 	 
	 	 	John Evasius, Manager 	 
	 	 	 	 
	 
	 	NORTH CAPE DEVELOPMENT ASSOCIATES II, LLC, a Florida limited liability company

 	 
	 	By:  	/s/ John Evasius
 	 
	 	 	John Evasius, Manager 	 
	 	 	 	 
	 
	 	NORTH CAPE DEVELOPMENT ASSOCIATES III, LLC, a Florida limited liability company

 	 
	 	By:  	/s/ John Evasius
 	 
	 	 	John Evasius, Manager 	 
	 	 	 	 
	 
	 	NORTH CAPE HOLDINGS, LLC, a

Florida limited liability company

 	 
	 	By:  	N.B.D. Development, Inc., a Florida
 	 
	 	 	corporation, its Managing Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                    /s/ John T. Kinsey
 	 
	 	 	John T. Kinsey, President 	 
	 	 	 	 
	 
	 	OAKCREEK LANDBANK, LLC, a Florida limited

liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 












 






	 	 	 	 	 



	 	 	 	 	 
	 	LTK TRANS01, LLC, a Florida limited liability

company

 	 
	 	By:  	/s/ Marc Roberts
 	 
	 	 	Marc Roberts, Vice President 	 
	 	 	 	 
	 
	 	R&F 44 JACKSONVILLE LLC, a Florida limited

liability company

 	 
	 	By:  	Jacksonville 44 LLC, a Florida limited liability
 	 
	 	 	Company, Managing Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	         MR 44 Jacksonville LLC, a Florida limited
 	 
	 	 	liability company, Managing Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                                              Legend Investments II, LLC, a
 	 
	 	 	Florida limited liability company, 	 
	 	 	Sole Member 	 
	 
	 	 	 
	 	By:  	                                  /s/ Marc Roberts
 	 
	 	 	Marc Roberts, Managing Member 	 
	 	 	 	 












 






	 	 	 	 	 



	 	 	 	 	 
	 	SERVICES MANAGEMENT, LLC, a Florida limited liability company

 	 
	 	By:  	/s/ Neil Eisner
 	 
	 	 	Neil Eisner, Manager 	 
	 	 	 	 












 






	 	 	 	 	 



	 	 	 	 	 
	 	SOUTH JACKSONVILLE PROPERTIES, LLC, a

Florida limited liability company

 	 
	 	By:  	South Jacksonville Properties
 	 
	 	 	Mezz, LLC, a Florida limited liability company, its Sole Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                           /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	TAMPA BAY LANDCO II, LLC,

a Florida limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	WESTWOOD BERKSHIRE LANDBANK, LLC,

a Florida limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	WESTWOOD 1191 ASSOCIATES, LLC, a Florida

limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	WI 825 PARTNERS, LLC, a Florida limited liability

company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 












 






	 	 	 	 	 



	 	 	 	 	 
	 	825 INVESTMENTS, LLC, a Florida limited liability company

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Manager 	 
	 	 	 	 
	 
	 	TEP OF TRADITION, LLC, a Florida limited liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation,
 	 
	 	 	Managing Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 












 






	 	 	 	 	 



	 	 	 	 	 
	 	TEPSR7, LLC, a Florida limited liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation,
 	 
	 	 	Managing Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP ANTHONY GROVES, INC., a Florida

corporation

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, President 	 
	 	 	 	 
	 
	 	TEP BAYSHORE, LLC, a Florida limited liability

company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation,
 	 
	 	 	Managing Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP BRONSON, LLC, a Florida limited liability

company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP CORAL LAKES, LLC, a Florida limited liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 












 






	 	 	 	 	 



	 	 	 	 	 
	 	TEP CYPRESS LANDING, LLC, a Florida limited

liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation,
 	 
	 	 	Managing Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP DANIEL’S LANDING, LLC, a Florida limited

liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation,
 	 
	 	 	Managing Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP HAMMOCKS, LLC, a Florida limited liability

company

 	 
	 	By:  	TEP Holdings, Inc., a Florida
 	 
	 	 	corporation, Managing Member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP HELLER, LLC, a Florida limited liability

company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 












 






	 	 	 	 	 



	 	 	 	 	 
	 	TEP HOMES, INC., a Florida corporation

 	 
	 	By:  	/s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, President 	 
	 	 	 	 
	 
	 	TEP INDEPENDENCE, LLC, a Florida limited

liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP JONATHAN’S BAY, LLC, a Florida limited

liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP KENDALL POINTE, LLC, a Florida limited

liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP LAGUNA LAKES, LLC, a Florida limited

liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 












 






	 	 	 	 	 



	 	 	 	 	 
	 	TEP LEGACY PARK, LLC, a Florida limited liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP OAK CREEK, LLC, a Florida limited liability

company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP OAK CREEK II, LLC, a Florida limited liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP OLYMPIA POINTE, LLC, a Florida limited

liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 












 






	 	 	 	 	 



	 	 	 	 	 
	 	TEP SAVANNAH, LLC, a Florida limited liability

company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP TRADITION, LLC, a Florida limited liability

company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP VERSAILLES, LLC, a Florida limited liability

company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP VICTORIA DUVAL, LLC, a Florida limited

liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 












 






	 	 	 	 	 



	 	 	 	 	 
	 	TEP VILLA CAPRI AT METROWEST, LLC, a

Florida limited liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP VIZCAYA, LLC, a Florida limited liability

company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP WESTON RESERVE, LLC, a Florida limited

liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 
	 
	 	TEP YOUNG PINES, LLC, a Florida limited

liability company

 	 
	 	By:  	TEP Holdings, Inc., a Florida corporation, Managing Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                            /s/ Arthur J. Falcone
 	 
	 	 	Arthur J. Falcone, Chief Executive Officer 	 
	 	 	 	 












 






	 	 	 	 	 



Schedule 1




ADDITIONAL FALCONE ENTITIES







	1.	 	Bayshore 65 Landbank, LLC
	 
	2.	 	BF South Jacksonville Properties LLC
	 
	3.	 	Bigwater Partners, LLC
	 
	4.	 	Bruce B. Downs Partners, LLC
	 
	5.	 	Century Communications of Florida, Inc.
	 
	6.	 	Century Marketing International, LLC
	 
	7.	 	Colonial Crossing Associates, LLC
	 
	8.	 	Coral Lakes Landbank, LLC
	 
	9.	 	Falcon Ft. Pierce Orange, LLC
	 
	10.	 	Falcon Funding, LLC
	 
	11.	 	Falcon Land & Development, LLC
	 
	12.	 	Falcone Village Center Partners, LLC
	 
	13.	 	Heller 301 Partners Investors, LLC
	 
	14.	 	Independence Land Development 23, LLC
	 
	15.	 	Independence Land Development, LLC
	 
	16.	 	Live Oak Development I, LLC
	 
	17.	 	Live Oak Development II, LLC
	 
	18.	 	Live Oak Landbank 2, LLC
	 
	19.	 	Moss Park Landco, LLC
	 
	20.	 	Nickmatden Landbank, LLC
	 
	21.	 	North Cape Development Association I, LLC
	 
	22.	 	North Cape Development Association II, LLC
	 
	23.	 	North Cape Development Association III, LLC
	 
	24.	 	Oak Creek Landbank LLC
	 
	25.	 	R&F 44 Jacksonville, LLC
	 
	26.	 	Services Management, LLC
	 
	27.	 	Tampa Bay Landco II, LLC
	 
	28.	 	Heller 301 Landbank, LLC
	 
	29.	 	TEP of Tradition, LLC
	 
	30.	 	TEPSR7, LLC
	 
	31.	 	TEP Anthony Groves, Inc.
	 
	32.	 	TEP Bayshore, LLC









	33.	 	TEP Bronson, LLC
	 
	34.	 	TEP Coral Lakes, LLC
	 
	35.	 	TEP Cypress Landing, LLC
	 
	36.	 	TEP Daniel’s Landing, LLC
	 
	37.	 	TEP Hammocks, LLC
	 
	38.	 	TEP Heller, LLC
	 
	39.	 	TEP Homes, INC
	 
	40.	 	TEP Independence, LLC
	 
	41.	 	TEP Jonathan’s Bay, LLC
	 
	42.	 	TEP Kendall Pointe, LLC
	 
	43.	 	TEP Laguna Lakes, LLC
	 
	44.	 	TEP Legacy Park, LLC
	 
	45.	 	TEP Oak Creek II, LLC
	 
	46.	 	TEP Oak Creek, LLC
	 
	47.	 	TEP Olympia Pointe, LLC
	 
	48.	 	TEP Savannah, LLC
	 
	49.	 	TEP Tradition, LLC
	 
	50.	 	TEP Versailles, LLC
	 
	51.	 	TEP Victoria Duval, LLC
	 
	52.	 	TEP Villa Capri at Metrowest, LLC
	 
	53.	 	TEP Vizcaya, LLC
	 
	54.	 	TEP Weston Reserve, LLC
	 
	55.	 	TEP Young Pines, LLC
	 
	56.	 	Westwood Berkshire Landbank, LLC
	 
	57.	 	WI 825 Partners, LLC
	 
	58.	 	825 Investments, LLC
	 
	59.	 	LTK Trans01, LLC
	 
	60.	 	Bayshore 65 Partners, LLC
	 
	61.	 	Fort Pierce Orange Avenue Landbank, LLC
	 
	62.	 	Kendall Pointe Land Development, LLC
	 
	63.	 	South Jacksonville Properties, LLC
	 
	64.	 	Jacksonville West 95 Partners, LLC
	 
	65.	 	North Cape Holdings, LLC
	 
	66.	 	Westwood 1191 Associates, LLC
	 
	67.	 	Falcon 95 Partners, LLC
	 
	68.	 	Carroll Dyer Landbank, LLC
	 
	69.	 	Bronson DRI Partners, LLC










 





 









 








Schedule 2




THE TAKEDOWN LAND BANK PROJECTS




	 	 	 	 	 	 	 
	Project	 	Land Bank Agreement	 	Takedown Payment
	Live Oak
	 	Option and Development Agreement by and
between Live Oak Landbank 2, LLC and
EH/Transeastern, LLC, as successor in
interest to Live Oak Development II,
LLC, dated January 12, 2005.

	 	$	13,504,645.00	 
	 
	 	 
	 	 	 	 
	Independence
	 	Option and Development Agreement by and
between Independence Land Development
23, LLC and EH/Transeastern, LLC, as
successor in interest to Transeastern
Independence, LLC, dated May 31, 2005.

	 	$	35,982,294.00	 







 









 








Schedule 3




TERMINATED AGREEMENTS — Walkaway Land Bank Agreements




	 	 	 
	Project	 	Land Bank Agreement
	Cummer 1044
	 	Option and Development Agreement by and between Nickmatdan
Landbank, LLC and EH/Transeastern, LLC, as successor in
interest to Transeastern Properties, Inc., dated May 31,
2005.

	 
	 	 

	Oak Creek
	 	Option and Development Agreement by and between Oak Creek
Landbank, LLC, and EH/Transeastern, LLC, as successor in
interest to Transeastern Properties, Inc., dated May 16,
2005.

	 
	 	 

	Westwood
	 	Option and Development Agreement by and between Westwood
Berkshire Landbank, LLC, and EH/Transeastern, LLC, as
successor in interest to Transeastern Properties, Inc.,
dated May 16, 2005.

	 
	 	 

	Williams Island
	 	Option and Development Agreement by and between WI 825
Partners, LLC, and EH/Transeastern, LLC, as successor in
interest to Transeastern Properties, Inc., dated October
13, 2004








 









 








Schedule 4(a)




SURETY BONDS AND LETTERS OF CREDIT TO BE REPLACED




Surety Bonds




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bond #	 	Bond Amount	 	Effective Date	 	Expiration Date	 	Bank / Issuer	 	Beneficiary	 	Description	 	Original Bond Amount
	 	1010067	 	 	$	1,478,959.00	 	 	8/30/2006
	 	8/30/2007
	 	Lexon
	 	St. Lucie County
	 	C St. Lucie — Hutchinson Island
45, Inc. — Diamond
Sands

	 	$	1,478,959.00	 







 









 








Schedule 4(b)




SURETY BONDS AND LETTERS OF CREDIT TO BE REPLACED




Surety Bonds




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bond #	 	Bond Amount	 	Effective Date	 	Expiration Date	 	Bank / Issuer	 	Beneficiary	 	Description	 	Original Bond Amount
	5021598 
	 	$	338,940.28	 	 	04/18/06
	 	04/18/07
	 	Bond Safeguard
	 	St. Johns River Water
Management District
	 	St. Johns Water
River Mgt Dist,
FL-Twin
Creeks-mitigation

	 	$	338,940.28	 
	 	5021599	 	 	$	502,432.21	 	 	04/18/06
	 	04/18/07
	 	Bond Safeguard
	 	St. Johns River Water
Management District
	 	St. Johns River
Water Mgt Dist,
FL-Cummer West CR
210 imprv

	 	$	502,432.21	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	5021700 
	 	$	475,418.00	 	 	05/15/06
	 	05/15/07
	 	Bond Safeguard
	 	S.W. Florida Land 411, LLC
	 	SW FL Land 411,
LLC-Oak
Creek-access rd,
utilities-$622,505.4
0/Red $475,418

	 	$	475,418.00	 
	 	5019706	 	 	$	414,261.65	 	 	10/24/06
	 	10/24/07
	 	Bond Safeguard
	 	Westwood, LLC
	 	Westwood, LLC -
Waterford Landing -
construction of
Spine Rd

	 	$	414,261.65	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	1016879	 	 	$	2,250,858.01	 	 	03/16/06
	 	03/16/08
	 	Lexon
	 	City of Fort Myers
	 	Ft Myers,
FL-Waterford
Landing-infrastructu
re, paving-
$1,604,935.70/Incr
$2,250,858

	 	$	2,250,858.01	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	1016880	 	 	$	2,598,928.20	 	 	03/16/06
	 	03/16/08
	 	Lexon
	 	City of Fort Myers
	 	C of Ft Myers, FL -
Waterford Landing -
infrastructure,
water system

	 	$	2,598,928.20	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	1016881	 	 	$	2,665,955.60	 	 	03/16/06
	 	03/16/08
	 	Lexon
	 	City of Fort Myers
	 	C of Ft Myers,
FL-Waterford
Landing -
infrastructure,
storm sewer system

	 	$	2,665,955.60	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	1016882	 	 	$	3,223,123.20	 	 	03/16/06
	 	03/16/08
	 	Lexon
	 	City of Fort Myers
	 	C of Ft
Myers,FL-Waterford
Landing-infrastructu
re, sanitary sewer
system

	 	$	3,223,123.20	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	1016883	 	 	$	4,118,228.40	 	 	03/16/06
	 	03/16/08
	 	Lexon
	 	City of Fort Myers
	 	C of Ft Myers,
FL-Waterford
Landing -
infrastructure,
clearing & grading

	 	$	4,118,228.40	 




 









 








Schedule 5




Non-Terminated Agreements





	1.	 	Extension Letter between EH/Transeastern, LLC and certain Owners under the Land Bank
Agreements, dated October 17, 2006.
	 
	2.	 	Extension Letter between EH/Transeastern, LLC and certain Owners under the Land Bank
Agreements, dated December 15, 2006.
	 
	3.	 	Extension Letter between EH/Transeastern, LLC and certain Owners under the Land Bank
Agreements, dated February 1, 2007.
	 
	4.	 	Extension Letter between EH/Transeastern, LLC and certain Owners under the Land Bank
Agreements, dated March 2, 2007.
	 
	5.	 	Extension Letter between EH/Transeastern, LLC and certain Owners under the Land Bank
Agreements, dated March 18, 2007.
	 
	6.	 	Extension Letter between EH/Transeastern, LLC and certain Owners under the Land Bank
Agreements, dated March 30, 2007.
	 
	7.	 	Extension Letter between EH/Transeastern, LLC and certain Owners under the Land Bank
Agreements, dated May 17, 2007.
	 
	8.	 	Extension Letter between EH/Transeastern, LLC and certain Owners under the Land Bank
Agreements, dated May 25, 2007.
	 
	9.	 	Indemnification Agreement dated December 15, 2006 by and between Bruce B. Downs
Partners, LLC; Coral Lakes Landbank, LLC; Tampa Bay Landco, LLC; Colonial Crossing
Associates, LLC; Moss Park Landco, LLC and Technical Olympic, U.S.A.
	 
	10.	 	Escrow Letter dated December 15, 2006 by and between EH/Transeastern, LLC, Coral Lakes
Landbank, LLC, North Cape Development Associates II, LLC, and North Cape Development
Associates III, LLC
	 
	11.	 	Assignment and Assumption of Jacaranda Blvd. Roadway Improvement Agreement dated
December 15, 2006 by and among North Cape Development Associates I, LLC; North Cape
Development Associates II, LLC; North Cape Development Associates III, LLC; North Cape
Holdings, LLC; North Cape Warehouse Associates, LLC and EH/Transeastern, LLC
	 
	12.	 	Settlement and Release Agreement, dated March 30, 2007, by and among Oak Creek
Landbank, LLC, Westwood Berkshire Landbank, LLC, and EH/Transeastern, LLC.
	 
	13.	 	Settlement and Release Agreement, dated March 30, 2007, by and among Nickmatdan
Landbank, LLC, EH/Transeastern, LLC, Technical Olympic USA Inc. and TOUSA Homes, Inc.




 









 






	14.	 	Warranty Administration Agreement, dated August 1, 2005, by and between
EH/Transeastern, LLC, Transeastern Properties, Inc., Live Oak Development I, LLC, Live Oak
Development II, LLC, Services Management, LLC, TEP of Tradition, LLC, TEPSR7, LLC,
Transeastern Anthony Groves, Inc., Transeastern Bayshore, LLC, Transeastern Bronson, LLC,
Transeastern Coral Lakes, LLC, Transeastern Cypress Landing, LLC, Transeastern Daniel’s
Landing, LLC, Transeastern Hammocks, LLC, Transeastern Heller, LLC, Transeastern Homes,
Inc., Transeastern Independence, LLC, Transeastern Jonathan’s Bay, LLC, Transeastern
Kendall Pointe, LLC, Transeastern Laguna Lakes, LLC, Transeastern Legacy Park, LLC,
Transeastern Oak Creek, LLC, Transeastern Oak Creek II, LLC, Transeastern Olympia Pointe,
LLC, Transeastern Tradition, LLC, Transeastern Versailles, LLC, Transeastern Victoria
Duval, LLC, Transeastern Villa Capri at Metrowest, LLC, Transeastern Viscaya, LLC,
Transeastern Weston Reserve, LLC, and Transeastern Young Pines, LLC.
	 
	15.	 	Easements, interests, entitlements or other rights of any nature existing under
recorded plats, recorded declarations of condominium, recorded declarations of covenants,
easements and other restrictions (or similar documents) for any of the communities which
are the subject of the Land Bank Agreements and the Previously Terminated Landbank
Agreements




 









 











Schedule 6




Individual Cable Services Agreements





	1.	 	Agreement, dated March 1, 2004, by and between Century Coral Lakes LLC,
EH/Transeastern, LLC (as successor in interest to Transeastern Coral Lakes, LLC) and Coral
Lakes Association, Inc.
	 
	2.	 	Agreement, dated January 15, 2003, by and between Century Daniel’s Landing, LLC,
EH/Transeastern, LLC (as successor in interest to Transeastern Properties, Inc.) and
Daniel’s Landing Association, Inc.
	 
	3.	 	Agreement and the Addendum thereto, each dated May 15, 2003, by and between Century
Cypress Landing, LLC, EH/Transeastern, LLC (as successor in interest to Transeastern
Cypress Landing, LLC) and Cypress Landing Association, Inc.
	 
	4.	 	Agreement, dated March 1, 2004, by and between Century Independence LLC,
EH/Transeastern, LLC (as successor in interest to Transeastern Independence, LLC) and
Independence Asociation, Inc.
	 
	5.	 	Agreement, dated January 31, 2005, by and between Century Jonathan’s Bay, LLC,
EH/Transeastern, LLC (as successor in interest to Transeastern Jonathan’s Bay, LLC) and
Jonathan’s Bay Association, Inc.
	 
	6.	 	Agreement, dated January 31, 2005, by and between Century Kendall Pointe, LLC,
EH/Transeastern, LLC (as successor in interest to Transeastern Kendall Pointe, LLC) and
Kendall Pointe Homeowners Association, Inc.
	 
	7.	 	Agreement, dated January 15, 2003, by and between Century Laguna Lakes, LLC,
EH/Transeastern, LLC (as successor in interest to Transeastern Laguna Lakes, LLC) and
Laguna Lakes Association, Inc.
	 
	8.	 	Agreement, dated May 15, 2003, by and between Century Live Oak Preserve, LLC,
EH/Transeastern, LLC (as successor in interest to Live Oak Development 1, LLC and Live Oak
Development 2, LLC), and Live Oak Preserve Association, Inc.
	 
	9.	 	Agreement, dated January 31, 2005, by and between Century Olympia Pointe, LLC,
EH/Transeastern, LLC (as successor in interest to Transeastern Olympia Pointe, LLC) and
Olympia Pointe Homeowners Association, Inc.
	 
	10.	 	Agreement, dated January 31, 2005, by and between Century Savannah Pines, LLC,
EH/Transeastern, LLC (as successor in interest to Transeastern Savannah Pines, LLC) and
Savannah Pines Condominium, Inc.
	 
	11.	 	Agreement, dated January 31, 2005, by and between Century Hammocks, LLC,
EH/Transeastern, LLC (as successor in interest to Transeastern Hammocks, LLC) and The
Hammocks Master Association, Inc.




 









 






	12.	 	Agreement, dated July 15, 2002, by and between Century Versailles, LLC,
EH/Transeastern, LLC (as successor in interest to Transeastern Properties, Inc.) and
Versailles at Wellington Homeowners Association, Inc.
	 
	13.	 	Agreement, dated January 31, 2005, by and between Century Victoria Pines Landings,
LLC, EH/Transeastern, LLC (as successor in interest to Transeastern Young Pines, LLC) and
Victoria Community Association, Inc.
	 
	14.	 	Agreement, dated January 31, 2005, by and between Century Victoria Pointe Preserve,
LLC, EH/Transeastern, LLC (as successor in interest to Transeastern Victoria Duval, LLC)
and Victoria Pointe Reserve Homeowners’ Association, Inc.
	 
	15.	 	Agreement, dated July 15, 2002, by and between Century Victoria Grove, LLC,
EH/Transeastern, LLC (as successor in interest to Transeastern Properties, Inc.) and
Victoria Grove Homeowners’ Association, Inc.




2









 











Schedule 7




Surviving Land Bank Agreements





	1.	 	Option and Development Agreement, dated November 12, 2004, by and between Coral Lakes
Landbank, LLC and Transeastern Properties, Inc., as amended and as assigned to and assumed
by EH/Transeastern, LLC.
	 
	2.	 	Option and Development Agreement, dated October 29, 2004, by and between Landco
Investments, LLC and Transeastern Properties, Inc., as amended and as assigned to and
assumed by EH/Transeastern, LLC (Coral Lakes Phase I).
	 
	3.	 	Option and Development Agreement, dated June 21, 2004, by and between Colonial Crossing
Associates, LLC and Transeastern Properties, Inc., as amended and as assigned to and
assumed by EH/Transeastern, LLC.
	 
	4.	 	Option and Development Agreement, dated June 28, 2004, between Bruce B. Downs Partners,
LLC and Transeastern Properties, Inc., as amended and as assigned to and assumed by
EH/Transeastern, LLC.
	 
	5.	 	Option and Development Agreement, dated April 8, 2004, between Moss Park Landco, LLC
and Transeastern Properties, Inc., as amended and as assigned to and assumed by
EH/Transeastern, LLC.
	 
	6.	 	Option and Development Agreement-TBGT 567, dated July 1, 2004, by and between Tampa Bay
Landco II, LLC and Transeastern Properties, Inc., as amended and as assigned to and assumed
by EH/Transeastern, LLC.
	 
	7.	 	Option and Development Agreement-Phase I, dated August 2, 2004, by and between
Independence Land Development, LLC and Transeastern Independence, LLC, as amended and as
assigned to and assumed by EH/Transeastern, LLC.
	 
	8.	 	Option and Development Agreement, dated May 16, 2005, by and between Kendall Pointe
Land Development, LLC and Transeastern Properties, Inc., as amended and as assigned to and
assumed by EH/Transeastern, LLC.




 









 











Schedule 8




Previously Terminated Land Bank Agreements





	1.	 	Option and Development Agreement, dated May 15, 2005, by and between Bayshore 65
Landbank, LLC and Transeastern Properties, Inc., as amended and as assigned to and assumed
by EH/Transeastern, LLC.
	 
	2.	 	Option and Development Agreement, dated May 31, 2005, by and between Caroll Dyer
Landbank, LLC and Transeastern Properties, Inc., as amended and as assigned to and assumed
by EH/Transeastern, LLC.
	 
	3.	 	Option and Development Agreement, dated May 16, 2005, by and between Fort Pierce Orange
Avenue Landbank, LLC and Transeastern Properties, Inc., as amended and as assigned to and
assumed by EH/Transeastern, LLC.
	 
	4.	 	Option and Development Agreement, dated May 31, 2005, by and between Heller 201
Landbank, LLC and Transeastern Properties, Inc., as amended and as assigned to and assumed
by EH/Transeastern, LLC.
	 
	5.	 	Option and Development Agreement, dated May 31, 2005, by and between LTK TRANS01, LLC
and Transeastern Properties, Inc., as amended and as assigned to and assumed by
EH/Transeastern, LLC.
	 
	6.	 	Purchase and Sale Agreement, dated May 6, 2005, by and between BF South Jacksonville
Properties, LLC and Transeastern Properties, Inc., as amended and as assigned to and
assumed by EH/Transeastern, LLC.
	 
	7.	 	Purchase and Sale Agreement, dated May 30, 2005, by and between Falcon Village Center
Partners, LLC and Transeastern Properties, Inc., as amended and as assigned to and assumed
by EH/Transeastern, LLC.