Filed by Bowne Pure Compliance



 




Exhibit 10.1




CONFORMED EXECUTION COPY




FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT




THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is made as of the
4th day of January, 2008, by and among D.R. HORTON, INC., a Delaware corporation (the
"Borrower”), the lenders listed on the signature pages hereof (collectively referred to herein as
the “Lenders”), the Guarantors listed on Schedule 1 attached hereto (each a “Guarantor” and
collectively, the “Guarantors”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for
the Lenders (the “Administrative Agent”), Swingline Lender and a Letter of Credit Issuer.



R E C I T A L S:




The Borrower, the Administrative Agent and the Lenders have entered into that certain
Revolving Credit Agreement dated as of December 16, 2005 (the “Original Credit Agreement”) and the
Borrower, the Administrative Agent and certain of the Lenders have entered into that certain First
Amendment to Revolving Credit Agreement dated as of November 1, 2006 (the “First Amendment”), that
certain Second Amendment to Revolving Credit Agreement dated as of March 14, 2007 (the “Second
Amendment”), and that certain Third Amendment to Revolving Credit Agreement dated as of July 6,
2007 (the “Third Amendment”; the Original Credit Agreement, as amended by the First Amendment, the
Second Amendment and the Third Amendment, is hereinafter referred to as the “Credit Agreement”).
Capitalized terms used in this Amendment which are not otherwise defined in this Amendment shall
have the respective meanings assigned to them in the Credit Agreement.



The Borrower, the Administrative Agent and the Lenders desire to amend the Credit Agreement in
certain respects.



NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Guarantors, the Administrative Agent and the Lenders, intending to
be legally bound hereby, agree as follows:



SECTION 1. Recitals. The Recitals are incorporated herein by reference and shall be
deemed to be a part of this Amendment.




SECTION 2. Amendments.



(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions
in alphabetical order:




"Adjusted Cash Flow from Operations” means, for any period of four consecutive
fiscal quarters of the Borrower ending on any date of determination, the sum of (a) the cash
generated by (or used in) operating activities, as calculated on the quarterly financial
statements for the Borrower and its Restricted Subsidiaries, on a consolidated basis for
such period, as determined in accordance with GAAP, such amount being reflected in the line
item designated “Net cash (used in) provided by operating activities” on the Borrower’s
quarterly financial statements, plus (b) Interest



 


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Incurred. In the case of any Subsidiary of Borrower that becomes a Restricted
Subsidiary during any period of calculation, Adjusted Cash Flow from Operations shall, for
the purposes of the foregoing calculations, be adjusted by increasing, if positive, or
decreasing, if negative, Adjusted Cash Flow from Operations by the Adjusted Cash Flow from
Operations of such Subsidiary during such period of calculation occurring prior to the date
such Subsidiary became a Restricted Subsidiary.




"Interest Coverage Ratio” means, for any period, the ratio of (a) EBITDA for such
period to (b) Interest Incurred for such period.




"Unimproved Land” means parcels of land wholly-owned by Borrower or its Restricted
Subsidiaries which are, as of the date of determination, held for future development or
disposition and (a) with respect to which all requisite zoning requirements and land use
requirements have been satisfied, and all requisite approvals have been obtained (on a final
and unconditional basis) from all applicable Governmental Authorities (other than approvals
which are simply ministerial and non-discretionary in nature), in order to develop the
parcel as a residential housing project and construct Dwellings thereon, and (b) as to
parcels located in California and other jurisdictions that have comparable requirements and
procedures, which satisfy the requirements of clause (a) above, and which are subject to a
currently effective vesting tentative map (unless a county or city where the land is located
does not grant vesting tentative maps), have received all necessary approvals (on a final
and unconditional basis, other than future conditions imposed on the development in order to
obtain such approvals ) by all applicable Governmental Authorities.



(b) The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:




"Applicable Margin” means, on any date of determination, the sum of (i) the percentage
per annum set forth in the first table below for a Loan, a Letter of Credit, or an Unused
Commitment Fee (as the case may be) that corresponds to the Leverage Ratio or the Debt
Rating, as applicable, at such date of determination, as calculated based on the quarterly
compliance certificate of Borrower most recently delivered pursuant to Section 6.6 or the
notice delivered by Borrower pursuant to Section 6.14, as applicable (and in each case as
further set forth in this definition), plus (ii) in the case of a Loan or a Letter
of Credit, the percentage per annum set forth under the column “Pricing Premium” in the
second table below that corresponds to the Interest Coverage Ratio and Leverage Ratio, as
applicable, at such date of determination:


 


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Applicable Margin




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Eurodollar	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Senior	 	Rate or	 	 	 	 	 	 	 	 	 	Unused
	Pricing	 	Leverage	 	Unsecured	 	LIBOR	 	Base	 	Letters of	 	Commitment
	Level	 	Ratio	 	Debt Rating	 	Rate	 	Rate	 	Credit	 	Fee
	1

	 	Less than or equal
to 0.30 to 1
	 	BBB+/Baa1
	 	 	0.50	%	 	 	0.00	%	 	 	0.375	%	 	 	0.125	%
	2

	 	Greater than 0.30
to 1 but less than
or equal to 0.40 to
1
	 	BBB/Baa2
	 	 	0.625	%	 	 	0.00	%	 	 	0.50	%	 	 	0.15	%
	3

	 	Greater than 0.40
to 1 but less than
or equal to 0.50 to
1
	 	BBB-/Baa3
	 	 	0.75	%	 	 	0.00	%	 	 	0.625	%	 	 	0.175	%
	4

	 	Greater than 0.50
to 1 but less than .55 to 1
	 	BB+/Ba1
	 	 	1.00	%	 	 	0.00	%	 	 	0.875	%	 	 	0.20	%
	5

	 	Equal to or greater
than 0.55 to 1
	 	BB/Ba2
	 	 	1.375	%	 	 	0.00	%	 	 	1.25	%	 	 	0.225	%





 


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	If Interest Coverage Ratio is:	 	AND if Leverage Ratio is:	 	Pricing Premium:
	Greater than or equal to 2.0

to 1.0
	 	Not applicable
	 	0%
	Greater than or equal to 1.5

to 1.0 but less than 2.0 to
1.0
	 	Less than or equal to

0.50 to 1.0
	 	.125%
	Greater than or equal to 1.5

to 1.0 but less than 2.0 to
1.0
	 	Greater than 0.50 to 1.0
	 	.25%
	Greater than or equal to 1.0

to 1.0 but less than 1.5 to
1.0
	 	Less than or equal to

0.475 to 1.0
	 	.25%
	Greater than or equal to 1.0

to 1.0 but less than 1.5 to
1.0
	 	Greater than 0.475 to 1.0
	 	.45%
	Less than 1.0 to 1.0
	 	Less than or equal to

0.45 to 1.0
	 	.375%
	Less than 1.0 to 1.0
	 	Greater than 0.45 to 1.0
	 	.65%







Initially, the Applicable Margin shall be set at Level 3 and, subject to clause (g) of
the proviso below, shall continue at Level 3 until December 31, 2005. Thereafter, the
Applicable Margin shall be determined based upon the Debt Rating (with any adjustment in the
Applicable Margin resulting from a publicly announced change in a Debt Rating to take effect
upon the earlier of (x) the actual date of delivery by Borrower to Administrative Agent of
notice thereof pursuant to Section 6.5, and (y) the date on which Borrower is obligated to
deliver notice thereof to Administrative Agent pursuant to Section 6.5), the Interest
Coverage Ratio and the Leverage Ratio (with the Interest Coverage Ratio and Leverage Ratio
being determined upon delivery of the compliance certificate pursuant to Section 6.6 after
the end of each fiscal quarter and any adjustment in the Applicable Margin resulting from
the Interest Coverage Ratio and Leverage Ratio reflected in such compliance certificate to
take effect on the last day that such compliance certificate was required to be delivered);
provided that (a) if at least two of Moody’s, S&P and Fitch are not providing a Debt Rating,
no Debt Rating shall be deemed to exist, (b) in the event that the Debt Ratings are not
equivalent (where there are only two Debt Ratings), the Debt Rating for purposes of
determining the Applicable Margin shall be (1) the higher Debt Rating if such Debt Ratings
are one level apart and (2) one level lower than the higher Debt Rating if such Debt Ratings
are more than one level apart, (c) in the event that the Debt Ratings are not equivalent
(where there are three Debt Ratings), (1) if two of such three Debt Ratings are at the same
level, the third Debt Rating shall be disregarded, and (2) if all three Debt Ratings are at
different levels, the highest and lowest Debt Ratings shall be disregarded, (d) if the
Leverage Ratio and the Debt Rating (as determined pursuant to clause (b) or (c), as
applicable, of this proviso) are at different Levels and are only one Level apart, the
higher Level shall be deemed to apply (with, for purpose of clarification and by way of
illustration, Level 1 being a higher Level than Level 2), (e) if the Leverage Ratio and the
Debt Rating (as determined pursuant to clause



 


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(b) or clause (c), as applicable, of this proviso) are at different Levels and are more
than one Level apart, the Level that is one Level lower than the higher Level shall be
deemed to apply, (f) if Borrower fails to deliver a compliance certificate with respect to
any fiscal quarter within the period of time required by Section 6.6, then the Leverage
Ratio shall be deemed to be greater than 0.55 to 1 and the Interest Coverage Ratio shall be
deemed to be less than 1.0 to 1.0 until Borrower delivers such compliance certificate with
respect to such fiscal quarter (or a compliance certificate with respect to a subsequent
fiscal quarter), and (g) at all times while an Event of Default exists, the Applicable
Margin shall be set at Level 5.




The Pricing Premium shall be determined based upon the Interest Coverage Ratio and the
Leverage Ratio (each being determined upon delivery of the compliance certificate pursuant
to Section 6.6 after the end of each fiscal quarter and any adjustment in the Pricing
Premium resulting from the Leverage Ratio reflected in such compliance certificate to take
effect on the last day that such compliance certificate was required to be delivered).



(c) The definition of “EBITDA” in Section 1.1 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:




"EBITDA” means, for Borrower and its Restricted Subsidiaries for the twelve (12) month
period ending on any date of determination, an amount equal to (a) consolidated net income
for such period, plus (b) cash dividends from Unrestricted Subsidiaries paid to Borrower
during such period, minus (c) gains from extraordinary items not received in cash for such
period, to the extent included in the calculation of consolidated net income for such period
in accordance with GAAP, but without duplication, plus (d) the sum of (i) any provision for
income taxes for such period, (ii) Interest Expense deducted in the calculation of
consolidated net income for such period in accordance with GAAP (including, without
duplication, previously capitalized Interest Expense which would be included in “cost of
goods sold” and deducted from consolidated revenues in determining consolidated net income),
(iii) the amount of depreciation and amortization for such period, and (iv) extraordinary
losses not paid in cash, other non-cash items and asset valuation adjustments, including but
not limited to impairment charges on inventories and other long-lived assets and land option
cost write-offs, minus (e) the amount of interest income included in the calculation of
consolidated net income for such period in accordance with GAAP, in each case to the extent
included in the calculation of consolidated net income for such period in accordance with
GAAP, but without duplication. In the case of any Subsidiary of Borrower that becomes a
Restricted Subsidiary during any period of calculation, EBITDA shall, for the purposes of
the foregoing calculations, be adjusted by increasing, if positive, or decreasing, if
negative, EBITDA by the EBITDA of such Subsidiary during such period of calculation
occurring prior to the date such Subsidiary became a Restricted Subsidiary.



(d) The definition of “Interest Incurred” in Section 1.1 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:


 


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"Interest Incurred” means, for any period, the aggregate amount (without duplication
and determined in each case in accordance with GAAP) of interest incurred, whether such
interest was expensed or capitalized, paid, accrued, or scheduled to be paid
or accrued by Borrower and its Restricted Subsidiaries during such period (including
(a) original issue discount and non-cash interest payments or accruals on any Indebtedness,
(b) the interest portion of all deferred payment obligations, and (c) all commissions,
discounts, and other fees and charges owed with respect to bankers’ acceptances and letter
of credit financings and Financial Hedges, in each case to the extent attributable to such
period, and excluding premiums associated with the prepayment of Indebtedness) net of the
aggregate amount of interest income during such period, but not less than zero. For
purposes of this definition, (i) interest on any obligations arising under Capital Leases
shall be deemed to accrue at an interest rate reasonably determined by Borrower to be the
rate of interest implicit in such obligations in accordance with GAAP, and (ii) interest
expense attributable to any Indebtedness represented by the guaranty of an obligation of
another Person shall be deemed to be the interest expense attributable to the Indebtedness
guaranteed.



(e) The definition of “Loan Inventory” in Section 1.1 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:




"Loan Inventory” means Unimproved Land, Lots Under Development, Developed Lots, and
Dwelling Lots which are not encumbered by a Lien or Liens (other than any Permitted
Encumbrance) and which have been designated by Borrower as “Loan Inventory” to be utilized
for the purpose of calculating the Loan Funding Availability, but excluding any Encumbered
Inventory.



(f) Section 2.2(a) of the Credit Agreement is hereby amended by deleting the last sentence of
such Section 2.2(a).



(g) Section 2.8(d) of the Credit Agreement is hereby amended by deleting such Section 2.8(d)
in its entirety and inserting “Intentionally Omitted” in lieu thereof.



(h) Section 3.1(a) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




(a) Calculation of Loan Funding Availability. The Loan Funding Availability
shall be equal to the lesser of:




(i) the sum, without duplication, of “A” plus "B” plus "C” plus "D” plus "E” plus "F”,
each as further described below (and subject to the proviso at the end of this subsection
(i)):




A = thirty percent (30%) of the sum of the net book value, as included in the
Borrower’s most recent consolidated financial statements delivered pursuant to Article 6 of
this Agreement, of all Unimproved Land which is included in the Loan Inventory;




B = sixty-five percent (65%) of the sum of the net book value, as included in the
Borrower’s most recent consolidated financial statements delivered pursuant to Article 6 of
this Agreement, for all Lots Under Development which are included in the Loan Inventory.
If, after a Land Parcel is designated a Lot Under Development, development of such parcel
ceases for thirty (30) calendar days or more (other than by reason of a Force Majeure
Delay), at the discretion of Administrative Agent, such parcel may be categorized as Unimproved Land until development of such Lot Under Development
is resumed to the satisfaction of Administrative Agent;


 


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C = sixty-five percent (65%) of the sum of the net book value, as included in the
Borrower’s most recent consolidated financial statements delivered pursuant to Article 6 of
this Agreement, for all Developed Lots included in the Loan Inventory;




D = eighty-five percent (85%) of the sum of the net book value, as included in the
Borrower’s most recent consolidated financial statements delivered pursuant to Article 6 of
this Agreement, for all Dwelling Lots included in the Loan Inventory;




E = ninety percent (90%) of the sum of the net book value, as included in the
Borrower’s most recent consolidated financial statements delivered pursuant to Article 6 of
this Agreement, for all funds in escrow payable to, but not yet received by, the Borrower or
a Restricted Subsidiary following, and related to, a Dwelling Unit closing.




F = one hundred percent (100%) of all unrestricted cash and cash equivalents of the
Borrower as included in the Borrower’s most recent consolidated financial statements
delivered pursuant to Article 6 of this Agreement;




provided that in this clause (i), the sum of “A”, “B” and “C” may not exceed fifty percent
(50%) of the amount of Loan Funding Availability; or




(ii) the sum, without duplication, of “A” plus "B” plus "C”, each as further described
below (and subject to the proviso at the end of this subsection (ii)):




A = sixty-five percent (65%) of the sum of all Acquisition Costs for all Lots Under
Development which are included in the Loan Inventory. If, after a Land Parcel is designated
a Lot Under Development, development of such parcel ceases for thirty (30) calendar days or
more (other than by reason of a Force Majeure Delay), at the discretion of Administrative
Agent, the Loan Funding Availability for such parcel may be reduced to an amount determined
by Administrative Agent (which amount can be zero) until development of such Lot Under
Development is resumed to the satisfaction of Administrative Agent;




B = sixty-five percent (65%) of the sum of all Acquisition Costs for all Developed Lots
included in the Loan Inventory;




C = eighty-five percent (85%) of the sum of all Acquisition Costs and Construction
Costs for all Dwelling Lots included in the Loan Inventory;




provided that in this clause (ii), the sum of “A” and “B” may not exceed fifty percent (50%)
of the amount of Loan Funding Availability.



(i) Section 3.1(b) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:


 


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(b) Designation of Land Parcels, Lots Under Development, Developed Lots and Dwelling Lots. Borrower shall deliver to Administrative Agent an Inventory
Summary Report in the form of Exhibit A and incorporated herein within forty-five (45) days
after the last day of each quarter in each fiscal year of Borrower; provided that Borrower
may, in its discretion, deliver an Inventory Summary Report as of the last day of any
calendar month. The Inventory Summary Report shall reflect Inventory that Borrower desires
to have designated as Loan Inventory. Upon Administrative Agent’s receipt of the Inventory
Summary Report, Administrative Agent may conduct inspections or reviews of the subject
Inventory that Administrative Agent deems appropriate, at the expense of Administrative
Agent except as hereinafter expressly provided. Based upon the information in the Inventory
Summary Report and the other information compiled by Administrative Agent, Administrative
Agent shall determine, in its reasonable discretion, whether Unimproved Land, a Lot Under
Development, a Developed Lot or a Dwelling Lot not previously designated as part of the Loan
Inventory shall be designated part of the Loan Inventory and, if so, whether such Unimproved
Land, Lot Under Development, Developed Lot, or Dwelling Lot shall be designated Unimproved
Land, a Lot Under Development, a Developed Lot, or a Dwelling Lot.



(j) Section 6.6 of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:




Compliance Certificates. Borrower shall, within forty-five (45) days from the end of each
of the first three fiscal quarters of Borrower and within sixty-five (65) days from the end
of the fiscal year of Borrower, provide to Administrative Agent a certificate signed by an
Authorized Signatory of Borrower in the form of Exhibit D setting forth such calculations
required to establish whether Borrower was in compliance with Section 6.8 and setting forth
a list of all Guarantors as of the last day of such fiscal quarter.



(k) Section 6.8 of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:




Financial and Inventory Covenants. Until the Obligations are repaid in full and the
expiration or termination of all Letters of Credit and the Total Revolving Credit
Commitment, Borrower shall adhere to the following financial covenants, all on a
consolidated basis with the Restricted Subsidiaries and determined as of the last day of
each fiscal quarter of Borrower:




(a) Borrower shall maintain at all times a Leverage Ratio of not more than 0.55 to 1;




(b) If the Borrower shall fail to maintain for any two consecutive fiscal quarters
ending on and after December 31, 2007 an Interest Coverage Ratio equal to or greater than
1.50 to 1.00 for the period of four consecutive fiscal quarters then ended, then as of the
end of such second consecutive fiscal quarter and as of the end of all fiscal quarters
thereafter until the Interest Coverage Ratio is greater than or equal to 1.50 to 1.00, the
Borrower shall either maintain (i) a ratio of (A) Adjusted Cash Flow from Operations to (B)
Interest Incurred of greater than or equal to 1.50 to 1.00 or (ii) a sum of (y) Loan Funding
Availability plus (z) unrestricted cash and cash equivalents, to the extent such
unrestricted cash and cash equivalents are not included in calculating Loan Funding
Availability, equal to or greater than $500,000,000.


 


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(c) Borrower shall maintain at all times Tangible Net Worth of not less than the sum of
(i) $3,500,000,000, plus (ii) fifty percent (50%) of annual net profits (with no deduction
for any annual net loss) for each fiscal year ending after September 30, 2007, plus (iii)
fifty percent (50%) of the aggregate increase in shareholders’ equity of Borrower after
September 30, 2007 by reason of the issuance of capital stock of Borrower (including upon
conversion of Indebtedness into such capital stock but excluding (x) stock issued in
connection with an employee stock ownership plan, an employee stock option plan, or an
employee stock purchase plan, and (y) any portion of such increase in shareholders’ equity
attributable to goodwill recognized in connection with an Acquisition);




(d) The total number of Speculative Lots owned by Borrower and its Restricted
Subsidiaries at any given time shall not exceed forty percent (40%) of all Closed Sales
during the immediately preceding twelve (12) calendar months. Models shall not be
considered “Speculative Lots” for purposes of this Section 6.8(d); and




(e) The net book value determined in accordance with GAAP of Developed Lots, Lots Under
Development, and Land Parcels owned by Borrower and its Restricted Subsidiaries as of the
date of determination shall not exceed one hundred fifty percent (150%) of the Adjusted
Tangible Net Worth;




provided, however, that the limitations set forth in the preceding subsections (d) and
(e) shall not be operative during any period in which Borrower maintains an Investment Grade
Rating by at least two (2) of Moody’s, S&P, and Fitch.



(l) Section 8.1(g) of the Credit Agreement is hereby amended and restated in its entirety to
read as follows:




(g) A final judgment shall be entered by any court against Borrower or any of its
Restricted Subsidiaries for the payment of money which exceeds $20,000,000, which judgment
is not covered by insurance or a warrant of attachment or execution or similar process shall
be issued or levied against property of Borrower or any of its Restricted Subsidiaries
which, together with all other such property of Borrower or any of its Restricted
Subsidiaries subject to other such process, exceeds in value $20,000,000 in the aggregate,
and if, within thirty (30) days after the entry, issue, or levy thereof, such judgment,
warrant, or process shall not have been paid or discharged or bonded or stayed pending
appeal, or if, after the expiration of any such stay, such judgment, warrant, or process
shall not have been paid or discharged; or



(m) Exhibits A and D to the Credit Agreement are hereby amended and restated in their entirety
to read as Exhibits A and D attached hereto.



SECTION 3. Reduction of Aggregate Commitment. At the request of the Borrower, the
amount of the Total Revolving Credit Commitment is hereby reduced to $2,250,000,000 and such
reduction shall be allocated to each Lender’s Revolving Credit Commitment ratably in accordance
with its Commitment Ratio. The Borrower represents, warrants and certifies that this reduction in
the Total Revolving Credit Commitment is in accordance with Section 2.14 of the Credit Agreement.


 


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SECTION 4. Conditions to Effectiveness. The effectiveness of this Amendment and the obligations of the Lenders hereunder are subject to satisfaction of the following conditions,
and upon satisfaction of the following conditions, this Amendment shall be effective as of the day
and year first above written:



(a) receipt by the Administrative Agent from the Borrower, the Guarantors, the Administrative
Agent and the Lenders constituting Required Lenders (as defined in the Credit Agreement) of a duly
executed counterpart of this Amendment;



(b) the fact that the representations and warranties of the Borrower and each Guarantor
contained in Article 5 of the Credit Agreement and Section 6 of this Amendment shall be
true on and as of the date hereof;



(c) payment by the Borrower to the Administrative Agent of an amendment fee of .125% of each
Lender’s Revolving Credit Commitment for each Lender approving this Amendment after giving effect
to the reduction of the Total Revolving Credit Commitment in Section 3 of this Amendment
and all other fees and expenses (including without limitation the fees and expenses of counsel to
the Administrative Agent and fees related to the reduction of the Total Revolving Credit Commitment
in accordance with Section 2.14 of the Credit Agreement and Section 3 of this Amendment)
payable on the date of this Amendment to the applicable Lenders and the Administrative Agent; and




(d) receipt of such other documents that the Administrative Agent may reasonably require.



SECTION 5. No Other Amendment. Except for the amendments set forth herein, the text
of the Credit Agreement shall remain unchanged and in full force and effect. This Amendment is not
intended to effect, nor shall it be construed as, a novation. The Credit Agreement and this
Amendment shall be construed together as a single agreement. Nothing herein contained shall waive,
annul, vary or affect any provision, condition, covenant or agreement contained in the Credit
Agreement, except as herein amended or waived, nor affect or impair any rights, powers or remedies
under the Credit Agreement as hereby amended. The Lenders and the Administrative Agent do hereby
reserve all of their rights and remedies against all parties who may be or may hereafter become
secondarily liable for the repayment of the Obligations. The Borrower promises and agrees to
perform all of the requirements, conditions, agreements and obligations under the terms of the
Credit Agreement, as heretofore and hereby amended, the Credit Agreement, as amended, being hereby
ratified and affirmed. The Borrower hereby expressly agrees that the Credit Agreement, as amended,
is in full force and effect.



SECTION 6. Representations and Warranties. The Borrower and each Guarantor hereby
represents and warrants to the Administrative Agent and the Lenders as follows:



(a) No Default or Event of Default under the Credit Agreement has occurred and is continuing
on the date hereof.



(b) The Borrower and each Guarantor each has the power and authority to enter into this
Amendment and to do all acts and things as are required or contemplated hereunder, or thereunder,
to be done, observed and performed by it.


 


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(c) The execution, delivery and performance by each of the Borrower and each Guarantor of this
Amendment and each Loan Document to which such Person is a party that is being delivered in connection with this Amendment have been duly authorized by all necessary
corporate or other organizational action, and do not and will not (i) contravene the terms of any
of such Person’s Organizational Documents or Authority Documents, (ii) conflict with or result in
any breach or contravention of, or the creation of any Lien under, any contractual obligation to
which such Person is party or another order, injunction, writ or decree of any Governmental
Authority to which such Person or its property is subject, or (iii) violate any Applicable Law.



(d) This Amendment and each Loan Document being delivered in connection with this Amendment
have each been duly executed and delivered by the Borrower and each Guarantor that is party hereto
and thereto. This Amendment and each such Loan Document each constitutes the legal, valid and
binding obligation of the Borrower and each Guarantor that is a party thereto, enforceable against
the Borrower and each Guarantor in accordance with its terms, except as enforceability may be
limited by applicable Debtor Relief Laws and general principles of equity.



SECTION 7. Counterparts. This Amendment may be executed in multiple counterparts,
each of which shall be deemed to be an original and all of which, taken together, shall constitute
one and the same agreement.



SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NORTH CAROLINA; PROVIDED THAT THE ADMINISTRATIVE AGENT,
LETTER OF CREDIT ISSUERS AND LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.



SECTION 9. Consent by Guarantors. The Guarantors consent to this Amendment. Each
Guarantor promises and agrees to perform all of the requirements, conditions, agreements and
obligations under the terms of the Subsidiary Guaranty to which it is a party, such Subsidiary
Guaranty being hereby ratified and affirmed. Each Guarantor hereby expressly agrees that the
Subsidiary Guaranty to which it is a party is in full force and effect.



[Signature Pages Follow]



 


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IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused their
respective duly authorized officers or representatives to execute and deliver, this Amendment as of
the day and year first above written.



	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 
	 	 	D.R. HORTON, INC., a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bill W. Wheat
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Bill W. Wheat
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Executive V.P. and Chief Financial Officer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bill W. Wheat
	 

	 	 	 	 
	 

	 	 	 	Bill W. Wheat, in the capacities described and
on behalf of the entities set forth in
Exhibit A






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EXHIBIT A




INITIAL GUARANTORS as of December 16, 2005




C. Richard Dobson Builders, Inc., a Virginia corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



CH Investments of Texas, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



CHI Construction Company, an Arizona corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



CHTEX of Texas, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial
Officer



Continental Homes of Texas, L.P., a Texas limited partnership, by CHTEX of Texas, Inc., its General
Partner, by Bill W. Wheat in his capacity as Chief Financial Officer



Continental Homes, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



Continental Residential, Inc., a California corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D. R. Horton, Inc. — Fresno, a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton — Emerald, Ltd., a Texas limited partnership, by Meadows I, Ltd., its General Partner,
by Bill W. Wheat in his capacity as Chief Financial Officer



D.R. Horton — Texas, Ltd., a Texas limited partnership, by Meadows I, Ltd., its General Partner, by
Bill W. Wheat in his capacity as Chief Financial Officer



D.R. Horton LA North, Inc. (f/k/a DRH Regrem X, Inc.), a Delaware corporation, by Bill W. Wheat in
his capacity as Chief Financial Officer



D.R. Horton Los Angeles Holding Company, Inc., a California corporation, by Bill W. Wheat in his
capacity as Chief Financial Officer



D.R. Horton Management Company, Ltd., a Texas limited partnership, by Meadows I, Ltd., its General
Partner, by Bill W. Wheat in his capacity as Chief Financial Officer



D.R. Horton Materials, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton OCI, Inc., (f/k/a D.R. Horton Orange County, Inc.), a Delaware corporation, by Bill W.
Wheat in his capacity as Chief Financial Officer



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D.R. Horton VEN, Inc. (f/k/a D.R. Horton San Diego Holding Company, Inc.), a California
corporation, by Bill W. Wheat in his capacity as Chief Financial Officer



D.R. Horton, Inc. — Birmingham, an Alabama corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton, Inc. — Chicago, a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton, Inc. — Denver, a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton, Inc. — Dietz-Crane, a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton, Inc. — Greensboro, a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton, Inc. — Gulf Coast, a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton, Inc. — Jacksonville, a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton, Inc. — Louisville, a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton, Inc. — Minnesota, a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton, Inc. — New Jersey, a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton, Inc. — Portland, a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton, Inc. — Sacramento, a California corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton, Inc. — Torrey, a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



D.R. Horton-Schuler Homes, LLC, a Delaware limited liability company, by Vertical Construction
Corporation, a manager, by Bill W. Wheat in his capacity as Chief Financial Officer



DRH Cambridge Homes, Inc., a California corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



DRH Cambridge Homes, LLC, a Delaware limited liability company, by D.R. Horton, Inc. — Chicago, a
managing member, by Bill W. Wheat in his capacity as Chief Financial Officer




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DRH Construction, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial
Officer



DRH Regrem VII, LP, a Texas limited partnership, by Meadows I, Ltd., its General Partner, by Bill
W. Wheat in his capacity as Chief Financial Officer



DRH Regrem VIII, LLC, a Delaware limited liability company, by D.R. Horton, Inc. — Chicago, a
managing member, by Bill W. Wheat in his capacity as Chief Financial Officer



DRH Regrem XI, Inc. a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial
Officer



DRH Regrem XII, LP, a Texas limited partnership, by Meadows I, Ltd., its General Partner, by Bill
W. Wheat in his capacity as Chief Financial Officer



DRH Southwest Construction, Inc., a California corporation, by Bill W. Wheat in his capacity as
Chief Financial Officer



DRH Tucson Construction, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



DRHI, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer



HPH Homebuilders 2000, L.P., a California limited partnership, by Western Pacific Housing
Management, Inc., a General Partner, by Bill W. Wheat in his capacity as Chief Financial Officer



KDB Homes, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial
Officer



Meadows I, Ltd., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial
Officer



Meadows II, Ltd., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial
Officer



Meadows IX, Inc., a New Jersey corporation, by Bill W. Wheat in his capacity as Chief Financial
Officer



Meadows VIII, Ltd., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial
Officer



Meadows X, Inc., a New Jersey corporation, by Bill W. Wheat in his capacity as Chief Financial
Officer



Melmort Co., a Colorado corporation, by Bill W. Wheat in his capacity as Chief Financial Officer




Melody Homes, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial
Officer



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Schuler Homes of Arizona LLC, a Delaware limited liability company, by SRHI LLC, a managing member,
by Bill W. Wheat in his capacity as Chief Financial Officer



Schuler Homes of California, Inc., a California corporation, by Bill W. Wheat in his capacity as
Chief Financial Officer



Schuler Homes of Oregon, Inc., an Oregon corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



Schuler Homes of Washington, Inc., a Washington corporation, by Bill W. Wheat in his capacity as
Chief Financial Officer



Schuler Mortgage, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial
Officer



Schuler Realty Hawaii, Inc., a Hawaii corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



SGS Communities at Grande Quay, LLC, a New Jersey limited liability company, by Meadows IX, Inc., a
managing member, by Bill W. Wheat in his capacity as Chief Financial Officer



SHA Construction LLC, a Delaware limited liability company, by SRHI, LLC, a managing member, by
Bill W. Wheat in his capacity as Chief Financial Officer



SHLR of California, Inc., a California corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



SHLR of Colorado, Inc., a Colorado corporation, by Bill W. Wheat in his capacity as Chief Financial
Officer



SHLR of Nevada, Inc., a Nevada corporation, by Bill W. Wheat in his capacity as Chief Financial
Officer



SHLR of Utah, Inc., a Utah corporation, by Bill W. Wheat in his capacity as Chief Financial Officer



SHLR of Washington, Inc., a Washington corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



SRHI LLC, a Delaware limited liability company, by SHLR of Nevada, Inc., a managing member, by Bill
W. Wheat in his capacity as Chief Financial Officer



SSHI LLC, a Delaware limited liability company, by SHLR of Washington, a managing member, by Bill
W. Wheat in his capacity as Chief Financial Officer



Vertical Construction Corporation, a Delaware corporation, by Bill W. Wheat in his capacity as
Chief Financial Officer



Western Pacific Funding, Inc., a California corporation, by Bill W. Wheat in his capacity as
Executive Vice President



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Western Pacific Housing — Aviara, L.P., a California limited partnership, by Western Pacific
Housing Management, Inc., its General Partner, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing — Oso, L.P., a California limited partnership, by Western Pacific Housing
Management, Inc., its General Partner, by Bill W. Wheat in his capacity as Chief Financial Officer



Western Pacific Housing — Scripps, L.P., a California limited partnership, by Western Pacific
Housing Management, Inc., its General Partner, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing — Seacove, L.P., a California limited partnership, by Western Pacific
Housing Management, Inc., its General Partner, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing — Windflower, L.P., a California limited partnership, by Western Pacific
Housing Management, Inc., its General Partner, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing Co., a California limited partnership, by Western Pacific Housing
Management, Inc., its General Partner, by Bill W. Wheat in his capacity as Chief Financial Officer



Western Pacific Housing Management, Inc., a California corporation, by Bill W. Wheat in his
capacity as Chief Financial Officer



Western Pacific Housing, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer



Western Pacific Housing-Antigua, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Boardwalk, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its manager, by Bill W. Wheat in his capacity as Chief Financial Officer



Western Pacific Housing-Broadway, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its manager member, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Canyon Park, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Carmel, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief Financial
Officer



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Western Pacific Housing-Carrillo, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Communications Hill, LLC, a Delaware limited liability company, by Western
Pacific Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief
Financial Officer



Western Pacific Housing-Copper Canyon, LLC, a Delaware limited liability company, by Western
Pacific Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief
Financial Officer



Western Pacific Housing-Creekside, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Culver City, L.P., a California limited partnership, by Western Pacific
Housing Management, Inc., its General Partner, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Del Valle, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Lomas Verdes, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Lost Hills Park, LLC, a Delaware limited liability company, by Western
Pacific Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief
Financial Officer



Western Pacific Housing-McGonigle Canyon, LLC, a Delaware limited liability company, by Western
Pacific Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief
Financial Officer



Western Pacific Housing-Mountaingate, L.P. a California limited partnership, by Western Pacific
Housing Management, Inc., its General Partner, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Norco Estates, LLC, a Delaware limited liability company, by Western
Pacific Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief
Financial Officer



Western Pacific Housing-Pacific Park II, LLC, a Delaware limited liability company, by Western
Pacific Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief
Financial Officer



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Western Pacific Housing-Park Avenue East, LLC, a Delaware limited liability company, by Western
Pacific Housing Management, Inc., its manager, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Park Avenue West, LLC, a Delaware limited liability company, by Western
Pacific Housing Management, Inc., its manager, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Playa Vista, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its manager, by Bill W. Wheat in his capacity as Chief Financial Officer



Western Pacific Housing-Poinsettia, L.P., a California limited partnership, by Western Pacific
Housing Management, Inc., its General Partner, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-River Ridge, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its manager, by Bill W. Wheat in his capacity as Chief Financial Officer



Western Pacific Housing-Robinhood Ridge, LLC, a Delaware limited liability company, by Western
Pacific Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief
Financial Officer



Western Pacific Housing-Santa Fe, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Scripps II, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Studio 528, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its manager, by Bill W. Wheat in his capacity as Chief Financial Officer



Western Pacific Housing-Terra Bay Duets, LLC, a Delaware limited liability company, by Western
Pacific Housing Management, Inc., its manager, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Torrance, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its manager, by Bill W. Wheat in his capacity as Chief Financial Officer



Western Pacific Housing-Torrey Commercial, LLC, a Delaware limited liability company, by Western
Pacific Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief
Financial Officer



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Western Pacific Housing-Torrey Meadows, LLC, a Delaware limited liability company, by Western
Pacific Housing Management, Inc., its manager, by Bill W. Wheat in his capacity as Chief Financial
Officer



Western Pacific Housing-Torrey Multi-Family, LLC, a Delaware limited liability company, by Western
Pacific Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief
Financial Officer



Western Pacific Housing-Torrey Village Center, LLC, a Delaware limited liability company, by
Western Pacific Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as
Chief Financial Officer



Western Pacific Housing-Vineyard Terrace, LLC, a Delaware limited liability company, by Western
Pacific Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief
Financial Officer



Western Pacific Housing-Windemere, LLC, a Delaware limited liability company, by Western Pacific
Housing Management, Inc., its manager, by Bill W. Wheat in his capacity as Chief Financial Officer



WPH-Camino Ruiz, LLC, a Delaware limited liability company, by Western Pacific Housing Management,
Inc., its managing member, by Bill W. Wheat in his capacity as Chief Financial Officer



ADDITIONAL GUARANTORS as of June 13, 2006




DRH Regrem XIII, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice
President and Chief Financial Officer



DRH Regrem XIV, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice
President and Chief Financial Officer



DRH Regrem XV, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice
President and Chief Financial Officer



DRH Regrem XVI, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice
President and Chief Financial Officer



DRH Regrem XVII, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice
President and Chief Financial Officer



DRH Regrem XVIII, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice
President and Chief Financial Officer



DRH Regrem XIX, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice
President and Chief Financial Officer



DRH Regrem XX, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice
President and Chief Financial Officer



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DRH Regrem XXI, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice
President and Chief Financial Officer



DRH Regrem XXII, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice
President and Chief Financial Officer



DRH Regrem XXIII, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice
President and Chief Financial Officer



DRH Regrem XXIV, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice
President and Chief Financial Officer



DRH Regrem XXV, Inc. (f/k/a D.R. Horton, Inc. — Los Angeles), a Delaware corporation, by Bill W.
Wheat in his capacity as Executive Vice President and Chief Financial Officer



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	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as
	 	 	Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ R. Scott Holtzapple
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	R. Scott Holtzapple
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender,
	 	 	Swingline Lender and a Letter of Credit Issuer
	 
	 	 	 	 
	 

	 	By:
	 	/s/ R. Scott Holtzapple
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	R. Scott Holtzapple
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND, PLC, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William McGinty
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	William McGinty
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Stephen B. Carlson
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Stephen B. Carlson
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 






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	 	 	CALYON NEW YORK BRANCH, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Samuel L. Hill
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Samuel L. Hill
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Managing Director and Regional Head
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert Nelson
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Robert Nelson
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Vanessa Chiu
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Vanessa Chiu
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	UBS LOAN FINANCE LLC, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Irja R. Otsa
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Irja R. Otsa
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Associate Director
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mary E. Evans
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Mary E. Evans
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Associate Director
	 

	 	 	 	 






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	 	 	BNP PARIBAS, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Duane Helkowski
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Duane Helkowski
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Melissa Balley
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Melissa Balley
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	SUNTRUST BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ashish Tandon
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Ashish Tandon
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Assistant Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John Kuykendall
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	John Kuykendall
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 






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	 	 	REGIONS BANK (successor by merger to AmSouth Bank), as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Daniel McClurkin
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Daniel McClurkin
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Assistant Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	THE BANK OF NOVA SCOTIA, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Chris Osborn
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Chris Osborn
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	SCOTIABANC INC., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ P.M. Brown
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	P.M. Brown
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	BARCLAYS BANK PLC, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Nicholas A. Bell
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Nicholas A. Bell
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 






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	 	 	COMERICA BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Casey L. Stevenson
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Casey L. Stevenson
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LLOYDS TSB BANK PLC, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Deborah Carlson
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Deborah Carlson
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Director, Corporate Banking USA, C103
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Nicholas J. Bruce
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Nicholas J. Bruce
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President & Manager, Risk Management & Business Support, 8081
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	NATIXIS (fka NATEXIS BANQUES POPULAIRES), as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Marie-Edith Dugeny
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Marie-Edith DUGENY
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Timothée Delpont
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Timothée DELPONT
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Associate
	 

	 	 	 	 






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	 	 	GUARANTY BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ross Evans
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Ross Evans
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	EMIGRANT BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David Feingold
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	David Feingold
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	M.D.
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Luis Donoso
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Luis Donoso
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	CALIFORNIA BANK & TRUST, a California
	 	 	banking corporation, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bruce Weyers
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Bruce Weyers
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 






SIGNATURE PAGE TO FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT



 


 









 





	 	 	 	 	 
	 	 	CITY NATIONAL BANK, a national banking association,
	 	 	as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Xavier Barrera
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Xavier Barrera
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	FIFTH THIRD BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mike Mendenhall
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Mike Mendenhall
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	MIZUHO CORPORATE BANK, LTD., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Noel Purcell
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Noel Purcell
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Authorized Signatory
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	SOCIÉTÉ GÉNÉRALE, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Milissa Groeden
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Milissa Groeden
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 






SIGNATURE PAGE TO FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT



 


 









 





	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA N.A., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brent Hennig
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Brent Hennig
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	CHEVY CHASE BANK, F.S.B., as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Alexandra M. Johns
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Alexandra M. Johns
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Group Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	COMPASS BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Johanna Duke Paley
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Johanna Duke Paley
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	AMERICAN SAVINGS BANK FSB, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Larry Ishii
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Larry Ishii
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terence Yeh
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Terence Yeh
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 






SIGNATURE PAGE TO FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT



 


 









 





	 	 	 	 	 
	 	 	BANK OF HAWAII, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brian H. Uemori
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	BRIAN H. UEMORI
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	VICE PRESIDENT
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	FIRST HAWAIIAN BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jon T. Fukagawa
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	JON T. FUKAGAWA
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	VICE PRESIDENT
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Morgan Lyons
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Morgan Lyons
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	CHANG HWA COMMERCIAL BANK, LTD.,
	 	 	NEW YORK BRANCH, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jim C.Y. Chen
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Jim C.Y. Chen
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	VP & General Manager
	 

	 	 	 	 






SIGNATURE PAGE TO FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT



 


 









 





	 	 	 	 	 
	 	 	LEGACY TEXAS BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Eric Sonneborn
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Eric Sonneborn  

	 
	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD.
	 	 	NEW YORK BRANCH, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Tsang — Pei Hsu
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Tsang — Pei Hsu
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	VP & DGM
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	MALAYAN BANKING BERHAD, NEW YORK BRANCH, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Fauzi Zulkifli
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Fauzi Zulkifli
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	General Manager
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	NATIONAL CITY BANK, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael A. Johnson
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Michael A. Johnson
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 






SIGNATURE PAGE TO FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT



 


 









 





	 	 	 	 	 
	 	 	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Edward C.A. Forsberg, Jr.
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	EDWARD C.A. FORSBERG, JR.
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	SENIOR VICE PRESIDENT & MANAGER
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ David A. Bennett
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	DAVID A. BENNETT
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	VICE PRESIDENT
	 

	 	 	 	 






SIGNATURE PAGE TO FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT





 


 









 







SCHEDULE 1




GUARANTORS




INITIAL GUARANTORS as of December 16, 2005




C. Richard Dobson Builders, Inc., a Virginia corporation




CH Investments of Texas, Inc., a Delaware corporation




CHI Construction Company, an Arizona corporation




CHTEX of Texas, Inc., a Delaware corporation




Continental Homes, Inc., a Delaware corporation




Continental Homes of Texas, L.P., a Texas limited partnership




Continental Residential, Inc., a California corporation




D.R. Horton — Emerald, Ltd., a Texas limited partnership




D.R. Horton, Inc. — Birmingham, an Alabama corporation




D.R. Horton, Inc. — Chicago, a Delaware corporation




D.R. Horton, Inc. — Denver, a Delaware corporation




D.R. Horton, Inc. — Dietz-Crane, a Delaware corporation




D.R. Horton, Inc. — Fresno, a Delaware corporation




D.R. Horton, Inc. — Greensboro, a Delaware corporation




D.R. Horton, Inc. — Gulf Coast, a Delaware corporation




D.R. Horton, Inc. — Jacksonville, a Delaware corporation




D.R. Horton, Inc. — Louisville, a Delaware corporation




D.R. Horton, Inc. — Minnesota, a Delaware corporation




D.R. Horton, Inc. — New Jersey, a Delaware corporation




D.R. Horton, Inc. — Portland, a Delaware corporation




D.R. Horton, Inc. — Sacramento, a California corporation




D.R. Horton, Inc. — Torrey, a Delaware corporation




D.R. Horton LA North, Inc. (f/k/a DRH Regrem X, Inc.), a Delaware corporation


 


 









 





D.R. Horton Los Angeles Holding Company, Inc., a California corporation




D.R. Horton Management Company, Ltd., a Texas limited partnership




D.R. Horton Materials, Inc., a Delaware corporation




D.R. Horton OCI, Inc. (f/k/a D.R. Horton Orange County, Inc.), a Delaware corporation




D.R. Horton VEN, Inc. (f/k/a D.R. Horton San Diego Holding Company, Inc.), a California corporation



D.R. Horton — Texas, Ltd., a Texas limited partnership




DRH Cambridge Homes, Inc., a California corporation




DRH Cambridge Homes, LLC, a Delaware limited liability company




DRH Construction, Inc., a Delaware corporation




DRH Regrem VII, LP, a Texas limited partnership




DRH Regrem VIII, LLC, a Delaware limited liability company




DRH Southwest Construction, Inc., California corporation




DRH Tucson Construction, Inc., a Delaware corporation




DRHI, Inc., a Delaware corporation




KDB Homes, Inc., a Delaware corporation




Meadows I, Ltd., a Delaware corporation




Meadows II, Ltd., a Delaware corporation




Meadows VIII, Ltd., a Delaware corporation




Meadows IX, Inc., a New Jersey corporation




Meadows X, Inc., a New Jersey corporation




SGS Communities at Grande Quay, LLC, a New Jersey limited liability company




D.R. Horton-Schuler Homes, LLC, a Delaware limited liability company




HPH Homebuilders 2000, L.P., a California limited partnership




Melody Homes, Inc., a Delaware corporation




Melmort Co., a Colorado corporation




Schuler Homes of Arizona LLC, a Delaware limited liability company


 


 









 





Schuler Homes of California, Inc., a California corporation




Schuler Homes of Oregon, Inc., an Oregon corporation




Schuler Homes of Washington, Inc., a Washington corporation




Schuler Mortgage, Inc., a Delaware corporation




Schuler Realty Hawaii, Inc., a Hawaii corporation




SHA Construction LLC, a Delaware limited liability company




SHLR of California, Inc., a California corporation




SHLR of Colorado, Inc., a Colorado corporation




SHLR of Nevada, Inc., a Nevada corporation




SHLR of Utah, Inc., a Utah corporation




SHLR of Washington, Inc., a Washington corporation




SRHI LLC, a Delaware limited liability company




SSHI LLC, a Delaware limited liability company




Vertical Construction Corporation, a Delaware corporation




Western Pacific Funding, Inc., a California corporation




Western Pacific Housing Co., a California limited partnership




Western Pacific Housing Management, Inc., a California corporation




Western Pacific Housing, Inc., a Delaware corporation




Western Pacific Housing-Antigua, LLC, a Delaware limited liability company




Western Pacific Housing — Aviara, L.P., a California limited partnership




Western Pacific Housing-Boardwalk, LLC, a Delaware limited liability company




Western Pacific Housing-Broadway, LLC, a Delaware limited liability company




Western Pacific Housing-Canyon Park, LLC, a Delaware limited liability company




Western Pacific Housing-Carmel, LLC, a Delaware limited liability company




Western Pacific Housing-Carrillo, LLC, a Delaware limited liability company




Western Pacific Housing-Communications Hill, LLC, a Delaware limited liability company


 


 









 





Western Pacific Housing-Copper Canyon, LLC, a Delaware limited liability company




Western Pacific Housing-Creekside, LLC, a Delaware limited liability company




Western Pacific Housing-Culver City, L.P., a California limited partnership




Western Pacific Housing-Del Valle, LLC, a Delaware limited liability company




Western Pacific Housing-Lomas Verdes, LLC, a Delaware limited liability company




Western Pacific Housing-Lost Hills Park, LLC, a Delaware limited liability company




Western Pacific Housing-McGonigle Canyon, LLC, a Delaware limited liability company




Western Pacific Housing-Mountaingate, L.P. a California limited partnership




Western Pacific Housing-Norco Estates, LLC, a Delaware limited liability company




Western Pacific Housing — Oso, L.P., a California limited partnership




Western Pacific Housing-Pacific Park II, LLC, a Delaware limited liability company




Western Pacific Housing-Park Avenue East, LLC, a Delaware limited liability company




Western Pacific Housing-Park Avenue West, LLC, a Delaware limited liability company




Western Pacific Housing-Playa Vista, LLC, a Delaware limited liability company




Western Pacific Housing-Poinsettia, L.P., a California limited partnership




Western Pacific Housing-River Ridge, LLC, a Delaware limited liability company




Western Pacific Housing-Robinhood Ridge, LLC, a Delaware limited liability company




Western Pacific Housing-Santa Fe, LLC, a Delaware limited liability company




Western Pacific Housing-Scripps II, LLC, a Delaware limited liability company




Western Pacific Housing — Scripps, L.P., a California limited partnership




Western Pacific Housing — Seacove, L.P., a California limited partnership




Western Pacific Housing-Studio 528, LLC, a Delaware limited liability company




Western Pacific Housing-Terra Bay Duets, LLC, a Delaware limited liability company




Western Pacific Housing-Torrance, LLC, a Delaware limited liability company




Western Pacific Housing-Torrey Commercial, LLC, a Delaware limited liability company




Western Pacific Housing-Torrey Meadows, LLC, a Delaware limited liability company


 


 









 





Western Pacific Housing-Torrey Multi-Family, LLC, a Delaware limited liability company




Western Pacific Housing-Torrey Village Center, LLC, a Delaware limited liability company




Western Pacific Housing-Vineyard Terrace, LLC, a Delaware limited liability company




Western Pacific Housing-Windemere, LLC, a Delaware limited liability company




Western Pacific Housing — Windflower, L.P., a California limited partnership




WPH-Camino Ruiz, LLC, a Delaware limited liability company




DRH Regrem XI, Inc. a Delaware corporation




DRH Regrem XII, LP, a Texas limited partnership




ADDITIONAL GUARANTORS as of June 13, 2006




DRH Regrem XIII, Inc., a Delaware corporation




DRH Regrem XIV, Inc., a Delaware corporation




DRH Regrem XV, Inc., a Delaware corporation




DRH Regrem XVI, Inc., a Delaware corporation




DRH Regrem XVII, Inc., a Delaware corporation




DRH Regrem XVIII, Inc., a Delaware corporation




DRH Regrem XIX, Inc., a Delaware corporation




DRH Regrem XX, Inc., a Delaware corporation




DRH Regrem XXI, Inc., a Delaware corporation




DRH Regrem XXII, Inc., a Delaware corporation




DRH Regrem XXIII, Inc., a Delaware corporation




DRH Regrem XXIV, Inc., a Delaware corporation




DRH Regrem XXV, Inc. (f/k/a D.R. Horton, Inc. — Los Angeles), a Delaware corporation


 


 









 





EXHIBIT A




FORM OF INVENTORY SUMMARY REPORT




AS OF                                         ,




REPORT DATE:                                         ,




	 	 	 
	ADMINISTRATIVE AGENT:

	 	Wachovia Bank, National Association, a national banking association
	 
	 	 
	BORROWER:

	 	D. R. Horton, Inc., a Delaware corporation






This certificate is delivered under the Revolving Credit Agreement dated as of December
 _____ 
, 2005
(as modified, amended, renewed, extended, supplemented, or restated from time to time, the “Credit
Agreement”), among Borrower, Administrative Agent, the Letter of Credit Issuers defined therein,
the Swingline Lender defined therein and the Lenders defined therein. Capitalized terms used
herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit
Agreement.




I certify to Lenders that:



(a) I am an Authorized Signatory of Borrower in the position(s) set forth under my signature
below;



(b) the financial details set forth on the attached Annex I were prepared in accordance with
GAAP, and present accurately in all material respects the Loan Inventory for Borrower as of, and
for the month ended on,                                         ,                     ; and



(c) all insurance coverage which is customary and usual for the industry and which is required
by Section 6.12 of the Credit Agreement is in full force and effect.



	 	 	 	 	 	 	 
	 	 	D. R. HORTON, INC., a Delaware corporation
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 






Exhibit A



 


 









 





Annex I

to Inventory Summary Report

As Of _______, ___

(Amounts in Millions)




Section 3.1(a)(i) Calculation of Loan Funding Availability




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Less	 	 	 	 	 	 
	 	 	 	 	Encumbered	 	Unencumbered	 	 	 	 
	Loan Inventory	 	 	 	Portion, as	 	Portion, as	 	Advance	 	 
	At Book Value	 	Total	 	applicable	 	applicable	 	Rate	 	Amount
	(A) Net book value
of Unimproved
Land1

	 	 	 	 	 	 	 	 	30	%	 	 
	 

	 	 
	 	 
	 	 
	 	 	 	 	 	 
	(B) Net book value
of Lots Under
Development2

	 	 	 	 	 	 	 	 	65	%	 	 
	 

	 	 
	 	 
	 	 
	 	 	 	 	 	 
	(C) Net book value
of Developed
Lots3

	 	 	 	 	 	 	 	 	65	%	 	 
	 

	 	 
	 	 
	 	 
	 	 	 	 	 	 
	(D) Net book value
of Dwelling
Lots4

	 	 	 	 	 	 	 	 	85	%	 	 
	 

	 	 
	 	 
	 	 
	 	 	 	 	 	 
	(E) Net book value
of all funds in
escrow for Dwelling
Unit closings

	 	 	 	 	 	 	 	 	90	%	 	 
	 

	 	 
	 	 
	 	 
	 	 	 	 	 	 
	(F) Unrestricted
cash and cash
equivalents

	 	 	 	 	 	 	 	 	100	%	 	 
	 

	 	 
	 	 
	 	 
	 	 	 	 	 	 
	(G) TOTAL (Sum of
A+B+C+D+E+F)
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	(H) Borrowing
Limitation (amount,
if any, by which
A+B+C exceeds 50%
of G)
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	(I) TOTAL of
Section 3.1(a)(i)
(line G — line H)
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 






Section 3.1(a)(ii) Calculation of Loan Funding Availability




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Less	 	 	 	 	 	 
	 	 	 	 	Encumbered	 	Unencumbered	 	 	 	 
	Loan Inventory	 	 	 	Portion, as	 	Portion, as	 	Advance	 	 
	At Cost Basis	 	Total	 	Applicable	 	Applicable	 	Rate	 	Amount
	(A) Lots Under
Development2

	 	 	 	 	 	 	 	 	65	%	 	 
	 

	 	 
	 	 
	 	 
	 	 	 	 	 	 
	(B) Developed
Lots3

	 	 	 	 	 	 	 	 	65	%	 	 
	 

	 	 
	 	 
	 	 
	 	 	 	 	 	 
	(C) Dwelling Lots4

	 	 	 	 	 	 	 	 	85	%	 	 
	 

	 	 
	 	 
	 	 
	 	 	 	 	 	 
	(D) TOTAL (Sum of A+B+C)
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	(E) Borrowing Limitation
(amount, if any, by which
A+B exceeds 50% of D)
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	(F) TOTAL of Section
3.1(a)(ii) (line D — line
E)
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 






Annex I to Exhibit A



 


 









 





Reconciliation of Remaining Loan Funding Availability




	 	 	 
	(A) Loan Funding Availability

[ = lesser of TOTAL of Section 3.1(a)(i) or Section 3.1(a)(ii) as
calculated above]
	 	 
	 

	 	 
	(B) Less: Senior Unsecured Indebtedness

(other than the Obligations 

under this Facility)
	 	 
	 

	 	 
	(C) Subtotal of Loan Funding Availability
[ = (A) — (B)]
	 	 
	 

	 	 
	(D) Advances under this Facility
	 	 
	 

	 	 
	(E) Unreimbursed Draws under
Performance Letters of Credit
	 	 
	 

	 	 
	(F) Letter of Credit Exposure on
non-Performance Letters of Credit
	 	 
	 

	 	 
	(G) Remaining Loan Funding Availability for
additional debt [ = (C) — (D) — (E) — (F)]
	 	 
	 

	 	 






1. "Unimproved Land” means parcels of land wholly-owned by Borrower or its Restricted
Subsidiaries which are, as of the date of determination, held for future development or disposition
and (a) with respect to which all requisite zoning requirements and land use requirements have been
satisfied, and all requisite approvals have been obtained (on a final and unconditional basis) from
all applicable Governmental Authorities (other than approvals which are simply ministerial and
non-discretionary in nature), in order to develop the parcel as a residential housing project and
construct Dwellings thereon, and (b) as to parcels located in California and other jurisdictions
that have comparable requirements and procedures, which satisfy the requirements of clause (a)
above, and which are subject to a currently effective vesting tentative map (unless a county or
city where the land is located does not grant vesting tentative maps), have received all necessary
approvals (on a final and unconditional basis, other than future conditions imposed on the
development in order to obtain such approvals ) by all applicable Governmental Authorities.



2. "Lots under Development” means Land Parcels which are, as of the date hereof, being
developed into Developed Lots or which are scheduled for the commencement of development into
Developed Lots within six (6) calendar months from the date hereof, and which Borrower has
designated and are included as “Lots Under Development” in the foregoing calculation on
the date hereof.



3. "Developed Lots” means subdivision lots wholly-owned by Borrower or its Restricted
Subsidiaries, subject to a recorded plat and which are in substantial compliance with all
Applicable Laws and are suitable for the construction thereon of foundations for a Dwelling, which
Borrower has designated and are included as “Developed Lots” in the foregoing calculation
on the date hereof (exclusive of any Dwelling Lot).



4. "Dwelling Lots” means Developed Lots with Dwellings which Borrower or any Restricted
Subsidiary has designated and are included as “Dwelling Lots” in the calculation of the
Loan Funding Availability. The term “Dwelling Lot” includes the Dwelling located
thereon.



Page 2




Annex I to Exhibit A



 


 









 





EXHIBIT D




FORM OF QUARTERLY COMPLIANCE CERTIFICATE




FOR                      ENDED                                         ,




DATE:                                         ,




	 	 	 
	ADMINISTRATIVE AGENT:

	 	Wachovia Bank, National Association, a national banking association
	 
	 	 
	BORROWER:

	 	D. R. Horton, Inc., a Delaware corporation






This certificate is delivered under the Revolving Credit Agreement dated as of December
 _____ 
,
2005 (as modified, amended, renewed, extended, supplemented, or restated from time to time, the
"Credit Agreement”), among Borrower, Administrative Agent, the Letter of Credit Issuers defined
therein, the Swingline Lender defined therein and the Lenders defined therein. Capitalized terms
used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit
Agreement.




I certify to Administrative Agent and Lenders that:



(a) I am an Authorized Signatory of Borrower and its Restricted Subsidiaries (for purposes
hereof “Companies”) in the position(s) set forth under my signature below;



(b) the consolidated Current Financials of Borrower and its Subsidiaries delivered to
Administrative Agent concurrently with the delivery hereof were prepared in accordance with GAAP;
present fairly in all material respects the consolidated financial condition and results of
operations of Borrower and its Subsidiaries; and serve as the basis for the status of compliance by
Borrower with certain covenants in the Credit Agreement set forth on Annex I as of, and for the
(three, six, or nine months, or fiscal year) ended on,  , 
(the “Subject Period”); and



(c) the status of compliance by Borrower with Sections 6.8(a), (b), (c), (d) and (e) of the
Credit Agreement at the end of the Subject Period is as set forth on Annex I to this certificate;
provided that Sections 6.8(d) and (e) may be labeled “not applicable” so long as Borrower has, as
of the date hereof, an Investment Grade Rating by at least two (2) of Moody’s, S&P and Fitch.



	 	 	 	 	 	 	 
	 	 	D. R. HORTON, INC., a Delaware corporation
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 






Exhibit D



 


 









 





ANNEX I TO QUARTERLY COMPLIANCE CERTIFICATE




Status of Compliance with

Sections 6.8(a), (b), (c), (d) and (e)

of the Credit Agreement

(Dollar Amounts in Millions)




[(Unless otherwise indicated, all calculations are made on a consolidated basis for

Borrower and its Restricted Subsidiaries at the date of determination

with respect to the most recently-ended fiscal quarter)]




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Current	 	 	 	 	 	 
	 	 	 	 	Covenant	 	 	 	 	 	 
	Section	 	Limitation/Covenant	 	Amount	 	Status, _______, 200___	 	 	 	Notes *
	 	 	 	 	 	 	 	 	 	 	 
	6.8(a)

	 	Leverage Ratio — Net Funded Notes
Payable divided by Total
Capitalization (Net Funded Notes
Payable plus net shareholders
equity) of 0.55 to 1.0 or less
	 	 	0.55	 	 	Indebtedness

Less: Cash & cash equiv in excess of
$50,000,000 (adjustments not to exceed
$500,000,000)

Net Funded Notes Payable

Plus: Net shareholders equity

Total Capitalization

Leverage Ratio
	 	$ 
	 	 
	6.8(b)

	 	Ratio of EBITDA (generally income
before interest expense, provision
for income taxes, depreciation and
amortization, extraordinary and
other non-cash losses, etc.) for
most recent 12 months to Interest
Incurred for any two consecutive
fiscal quarters of at least 1.50
to 1.00 or the Borrower shall
either maintain (i) a ratio of (A)
Adjusted Cash Flow from Operations
to (B) Interest Incurred of
greater than or equal to 1.50 to
1.00 or (ii) a sum of (y) Loan
Funding Availability plus (z)
unrestricted cash and cash
equivalents, to the extent such
unrestricted cash and cash
equivalents are not included in
calculating Loan Funding
Availability, equal to or greater
than $500,000,000.
	 	1.50








1.50








$500
	 	EBITDA

Interest incurred

Coverage Ratio (times)


Adjusted Cash Flow from Operations

Ratio of Adjusted Cash Flow from
      Operations
to Interest Incurred


Sum of Loan Funding Availability

Plus Unrestricted cash and cash equivalents
	 	$ 	 	 
	6.8(c)

	 	Minimum Tangible Net Worth of at
least $3,500,000,000 plus
(generally) 50% of annual net
profits subsequent to September
30, 2007 and (generally) 50% of
additional future equity offerings


 _____ 
/
 _____ 
/
 _____ 
minimum (in millions)
	 	$	3,500	 	 	Total Net Worth

Less: Intangible Assets

Less: Non-cash gain or loss from

     SFAS 133 Mark to Market
      Adjustments

Tangible Net Worth
	 	$ 	 	 
	6.8(d)1

	 	Speculative Lots not to exceed 40%
of trailing twelve months’ unit
closings (excludes models)
	 	 	40	%	 	Speculative Lots

Trailing twelve months’ closings 

Percentage	 	 	 	 
	6.8(e)1

	 	Net book value of Developed Lots,
Lots Under Development and Land
Parcels not to exceed 150% of
Adjusted Tangible Net Worth
	 	 	150	%	 	Net Book Value of Lots & Land

150% of Adjusted Tangible Net Worth
	 	$ 	 	 
	 

	 	 
	 	 	 	 	 	 
	 	$ 	 	 
	 

	 	Applicable Margin (see grid below):
	 	 	 	 	 	Pricing Level

Pricing Premium, if applicable

Applicable Margin (bps) — Cash borrowing

Applicable Margin (bps) — Letters of Credit 

Unused Commitment Fee (bps)
	 	 	 	 








Annex I to Exhibit D



 


 









 








			
	*	 	See attached Calculation Worksheets, which are incorporated herein by reference.


	 
	1.	 	Not applicable when Borrower has an Investment Grade Rating by at least two (2) of Moody’s, S&P
and Fitch.







Applicable Margin

The sum of (i) the percentage per annum set forth in the first table below, as applicable, plus

(ii) in the case of a Loan or a Letter of Credit, the percentage per annum set forth under the

column “Pricing Premium” in the second table below, as applicable:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Senior	 	Eurodollar	 	 	 	 	 	 	 	 	 	Unused
	Pricing	 	 	 	Unsecured Debt	 	Rate or	 	Base	 	Letters of	 	Commitment
	Level	 	Leverage Ratio	 	Rating	 	LIBOR Rate	 	Rate	 	Credit	 	Fee
	1

	 	Less than or equal

to 0.30 to 1
	 	BBB+/Baa1
	 	 	0.50	%	 	 	0.00	%	 	 	0.375	%	 	 	0.125	%
	2

	 	Greater than 0.30
to 1 but less than
or equal to 0.40 to
1
	 	BBB/Baa2
	 	 	0.625	%	 	 	0.00	%	 	 	0.50	%	 	 	0.15	%
	3

	 	Greater than 0.40
to 1 but less than
or equal to 0.50 to
1
	 	BBB-/Baa3
	 	 	0.75	%	 	 	0.00	%	 	 	0.625	%	 	 	0.175	%
	4

	 	Greater than 0.50
to 1 but less than .55 to 1
	 	BB+/Ba1
	 	 	1.00	%	 	 	0.00	%	 	 	0.875	%	 	 	0.20	%
	5

	 	Equal to or greater
than 0.55 to 1
	 	BB/Ba2
	 	 	1.375	%	 	 	0.00	%	 	 	1.25	%	 	 	0.225	%






Annex I to Exhibit D





 


 









 





	 	 	 	 	 
	If Interest Coverage Ratio is:	 	AND if Leverage Ratio is:	 	Pricing Premium:
	Greater than or equal to 2.0 to 1.0
	 	Not applicable
	 	0%
	Greater than or equal to 1.5 to 

1.0 but less than 2.0 to 1.0
	 	Less than or equal to 0.50 to 1.0
	 	.125%
	Greater than or equal to 1.5 to 

1.0 but less than 2.0 to 1.0
	 	Greater than 0.50 to 1.0
	 	.25%
	Greater than or equal to 1.0 to 

1.0 but less than 1.5 to 1.0
	 	Less than or equal to 0.475 to 1.0
	 	.25%
	Greater than or equal to 1.0 to 

1.0 but less than 1.5 to 1.0
	 	Greater than 0.475 to 1.0
	 	.45%
	Less than 1.0 to 1.0
	 	Less than or equal to 0.45 to 1.0
	 	.375%
	Less than 1.0 to 1.0
	 	Greater than 0.45 to 1.0
	 	.65%






Annex I to Exhibit D





 


 









 







SUPPLEMENT TO ANNEX I




Calculation Worksheets




[TO BE ATTACHED BY BORROWER.]




Annex I to Exhibit D