First Amendment to Credit Agreement



 Exhibit 10.1 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 This FIRST AMENDMENT TO CREDIT AGREEMENT (“Amendment”),
dated as of March 9, 2006, among LENNAR CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Borrower”), the lenders that are identified on the signature pages hereto (hereinafter collectively
referred to as the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). 
 RECITALS 
 WHEREAS, the Borrower, the Lenders and Administrative Agent are parties to that certain Credit Agreement dated as of
June 17, 2005 (the “Credit Agreement”); 
 WHEREAS, the parties hereto desire to amend the Credit Agreement for the purposes set
forth herein; 
 NOW, THEREFORE, the parties hereto hereby agree as follows: 
 AGREEMENT 
 1. Use of Proceeds. Without limitation of the provisions of Section
6.10 of the Credit Agreement, the proceeds of Advances may be used to repay maturing commercial paper issued by the Borrower. 
 2.
Amendment of Conditions Precedent. Section 5.02(a)(ii) of the Credit Agreement is hereby amended by adding at the end thereof the following clause: 
 and provided, further, that the representation and warranty contained in the first sentence of Section 4.04 shall not be required to be true and correct as of the Borrowing Date for an Advance of which the
proceeds are used solely to repay maturing commercial paper issued by the Borrower; 
 3. Ratification. The Credit Agreement, as
amended hereby, is hereby ratified and remains in full force and effect. 
 4. Counterparts. This Amendment may be executed in two or
more counterparts, each of which may be executed by one or more of the parties hereto, but all of which, when taken together, shall constitute a single agreement binding on all the parties hereto. 







 IN WITNESS WHEREOF, the Borrower and the Lenders have caused this Amendment to be duly executed as of the
date first above written. 
  
  

			
	Borrower:
	
	LENNAR CORPORATION
		
	By:	 	 /s/ Bruce E. Gross

	Name:	 	Bruce E. Gross
	Title:	 	Vice President and Chief Financial Officer


  

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 Lenders: 
 JPMORGAN
CHASE BANK, N.A., 
 As Lender and Administrative Agent 
 AMSOUTH
BANK 
 BANK OF AMERICA, N.A. 
 BANK OF COMMUNICATIONS, NEW YORK
BRANCH 
 BANKUNITED, FSB 
 BARCLAYS BANK PLC 
 BNP PARIBAS 
 CALYON NEW YORK BRANCH 
 CATHAY UNITED BANK LTD. 
 CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH

 CHIAO TUNG BANK CO., LTD. NEW YORK AGENCY 
 CHINATRUST
COMMERCIAL BANK, NEW YORK BRANCH 
 CITICORP NORTH AMERICA, INC. 
 CITY NATIONAL BANK, a national banking association 
 COMERICA BANK 
 COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES 
 COMPASS BANK 
 DEUTSCHE BANK TRUST COMPANY AMERICAS 
 E.SUN COMMERCIAL BANK, LTD., LOS
ANGELES BRANCH 
 FIFTH THIRD BANK 
 FIRST COMMERCIAL BANK, LOS
ANGELES BRANCH 
 THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND 
  

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 GUARANTY BANK 
 HSBC BANK
USA, N.A. 
 HUA NAN COMMERCIAL BANK, LTD., NEW YORK AGENCY 
 THE INTERNATIONAL COMMERCIAL BANK OF CHINA, NEW YORK AGENCY 
 ISRAEL DISCOUNT BANK OF NEW YORK 
 LASALLE BANK NATIONAL ASSOCIATION 
 LLOYDS TSB BANK plc 
 MANUFACTURERS AND TRADERS TRUST COMPANY 
 MIZUHO CORPORATE BANK, LTD.

 THE NORINCHUKIN BANK, NEW YORK BRANCH 
 PNC BANK, NATIONAL
ASSOCIATION 
 RBC CENTURA BANK, a North Carolina corporation 
 REGIONS BANK 
 THE ROYAL BANK OF SCOTLAND plc 
 SUMITOMO MITSUI BANKING CORP 
 SUNTRUST BANK 
 U.S.
BANK NATIONAL ASSOCIATION 
 WACHOVIA BANK, NATIONAL ASSOCIATION 
 WASHINGTON MUTUAL BANK, FA 
  

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