EXHIBIT
10.1


 


FIRST
AMENDMENT TO CREDIT AGREEMENT


 


 


                This
FIRST AMENDMENT TO CREDIT AGREEMENT (“Amendment”), dated as of March 22, 2006,
among BEAZER HOMES USA, INC., a Delaware corporation (the “Borrower”), those
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 August 22, 2005 (the “Credit Agreement”);


 


                WHEREAS,
the parties hereto desire to amend the Credit Agreement to change the “Land
Inventory” covenant contained in Section 7.05 of the Credit Agreement for the
purposes set forth herein;


 


                NOW,
THEREFORE, the parties hereto hereby agree as follows:


 


AGREEMENT


 


                1.  Land Inventory.  Section 7.05 of the Credit Agreement is
hereby amended to change “1.0 to 1.0” to “1.25 to 1.0.”


 


                2.  Representations and Warranties.  The Borrower hereby certifies that the
representations and warranties contained in Article IV of the Credit Agreement
are correct on the date hereof as though made on and as of such date except to
the extent that any such representation or warranty is stated to relate solely
to an earlier date, in which case such representation or warranty is correct as
of such earlier date.


 


                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:

  
	
   

  	
   

  	
   

  
	
   

  	
  BEAZER HOMES USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cory J. Boydston

  
	
   

  	
  Name:

  	
  Cory J. Boydston

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Lenders:

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  As Lender and
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael O’Keefe

  
	
   

  	
  Name:

  	
  Michael O’Keefe

  
	
   

  	
  Its:

  	
  Associate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Duane Helkowski

  
	
   

  	
  Name:

  	
  Duane Helkowski

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Angela Bentley-Arnold

  
	
   

  	
  Name:

  	
  Angela Bentley-Arnold

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Amy Satsky

  
	
   

  	
  Name:

  	
  Amy Satsky

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


SIGNATURE
PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT


WITH
BEAZER HOMES USA, INC.


 


	
   

  	
  WACHOVIA BANK, NATIONAL

  
	
   

  	
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy S. Blake

  
	
   

  	
  Name:

  	
  Timothy S. Blake

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE ROYAL BANK OF SCOTLAND
  PLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Apps

  
	
   

  	
  Name:

  	
  David Apps

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITICORP NORTH AMERICA,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Niraj R. Shah

  
	
   

  	
  Name:

  	
  Niraj R. Shah

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. John Wendler

  
	
   

  	
  Name:

  	
  W. John Wendler

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WASHINGTON MUTUAL BANK, FA

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anne D. Brehony

  
	
   

  	
  Name:

  	
  Anne D. Brehony

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  COMERICA BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Graycheck

  
	
   

  	
  Name:

  	
  James Graycheck

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas G. Paul

  
	
   

  	
  Name:

  	
  Douglas G. Paul

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  UBS LOAN FINANCE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irja R. Otsa

  
	
   

  	
  Name:

  	
  Irja R. Otsa

  
	
   

  	
  Title:

  	
  Associate Director Banking
  Products Services, US

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L. Tavrow

  
	
   

  	
  Name:

  	
  Richard L. Tavrow

  
	
   

  	
  Title:

  	
  Director Banking Products
  Services, US

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMSOUTH BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronny Hudspeth

  
	
   

  	
  Name:

  	
  Ronny Hudspeth

  
	
   

  	
  Title:

  	
  Sr. Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK UNITED, FSB

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fernando X. Gomez

  
	
   

  	
  Name:

  	
  Fernando X. Gomez

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  CITY NATIONAL BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary Bowman

  
	
   

  	
  Name:

  	
  Mary Bowman

  
	
   

  	
  Title:

  	
  SVP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPASS BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Emory Sellers

  
	
   

  	
  Name:

  	
  Emory Sellers

  
	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY

  
	
   

  	
  AMERICAS

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scottye Lindsey

  
	
   

  	
  Name:

  	
  Scottye Lindsey

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lana Gifas

  
	
   

  	
  Name:

  	
  Lana Gifas

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FIFTH THIRD BANK, a
  Michigan banking

  
	
   

  	
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey K. Lockhart

  
	
   

  	
  Name:

  	
  Jeffrey K. Lockhart

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REGIONS BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carol S. Geraghty

  
	
   

  	
  Name:

  	
  Carol S. Geraghty

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  UNION BANK OF CALIFORNIA

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Roberts

  
	
   

  	
  Name:

  	
  Gary Roberts

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian M. Walsh

  
	
   

  	
  Name:

  	
  Brian M. Walsh

  
	
   

  	
  Title:

  	
  SVP