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EXHIBIT 10.1


SECOND AMENDMENT

TO THIRD AMENDED AND RESTATED

WAREHOUSING CREDIT AGREEMENT




          This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED WAREHOUSING CREDIT
AGREEMENT (this “Amendment”), made and entered into as of September 28, 2004
(the “Effective Date”), by and among HOMEAMERICAN MORTGAGE CORPORATION, a
Colorado corporation (“Borrower”), the financial institutions which are
signatories hereto (each a “Bank” and collectively, the “Banks”), and U.S. BANK
NATIONAL ASSOCIATION, as agent for the Banks (in such capacity, together with
any successor agents appointed hereunder, the “Agent”).



RECITALS




          1. The Borrower, the Agent and the Banks entered into a Third Amended and
Restated Warehousing Credit Agreement dated as of October 23, 2003, as amended
by a First Amendment to Third Amended and Restated Warehousing Credit Agreement
dated as of February 27, 2004 (the “Credit Agreement”); and



          2. The Borrower desires to amend certain provisions of the Credit
Agreement pursuant to the provisions of Section 8.05(a) and the Banks and the
Agent are willing to do so upon the terms and subject to the conditions of this
Amendment.



AGREEMENT




          NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby covenant
and agree to be bound as follows:



          Section 1. Capitalized Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement, unless the context shall otherwise require.



          Section 2. Amendments to Credit Agreement.




     2.1 Definitions. (i) The definition of “Applicable Margin” in
Section 1.01 of the Credit Agreement is amended by deleting the two
references to the number “1.125” contained in subsections (c) and (d)
thereof and substituting in lieu thereof, in each case, the number “1.00”
and (ii) the definition of “Fixed Rate” in Section 1.01 of the Credit
Agreement is amended by deleting the number “1.125” contained therein and
substituting the number “1.00” in lieu thereof.




     2.2 Guarantees. Section 4.09 of the Credit Agreement is deleted in
its entirety and the following is substituted in lieu thereof:



 









 






     4.09 Guarantees. Not, and not allow any Subsidiary to,
enter into any Guarantee or endorse, assume, become surety
for, indemnify or otherwise in any way become or be
responsible for the obligations of any other Person except
Guarantees of, or letters of credit issued by, the Company
guaranteeing or supporting the obligations of its Affiliates
in the residential home development business in the ordinary
course of business, provided that no Event of Default or
Unmatured Event of Default shall exist upon or immediately
after the issuance by the Company of any such Guarantee or
letter of credit.




     2.3 Net Worth. Section 4.12 of the Credit Agreement is deleted in
its entirety and the following is substituted in lieu thereof:




     4.12 Net Worth. Not at any time permit Adjusted
Consolidated Tangible Net Worth to be less than $15,000,000.




     2.4 Leverage Ratio. Section 4.13 of the Credit Agreement is deleted
in its entirety and the following is substituted in lieu thereof:




     4.13. Leverage Ratio. Not permit the Leverage Ratio
to exceed 12.0 to 1.0 at any time.




     2.5 Borrowing Base/Compliance Certificate. Schedule 4.01(e) to the
Credit Agreement is hereby amended to read as set forth on Schedule
4.01(e) attached to this Amendment which is made a part of the Credit
Agreement as Schedule 4.01(e) thereto.




     2.6 Exhibit A. Exhibit A to the Credit Agreement is hereby amended
to read as set forth on Exhibit A attached to this Amendment which is
made a part of the Credit Agreement as Exhibit A thereto.



          Section 3.
Effectiveness of Amendments. The amendment contained in this
Amendment shall become effective upon delivery by the Borrower to the Agent of,
and compliance by the Borrower with, the following:




     3.1 This Amendment duly executed by the Borrower and the Banks.




     3.2 A certificate of the Secretary or Assistant Secretary of the
Borrower (1) certifying that there has been no amendment to the Articles
of Incorporation or Bylaws of the Borrower since true and accurate copies
of the same were last delivered to the Agent with certificates of the
Secretary of the Borrower, and (ii) confirming that a resolution of the
Board of Directors of the Borrower authorizes the execution, delivery and
performance of this Amendment and any other documents executed in
connection herewith (the “Amendment Documents”), and identifying the
officers of the Borrower authorized to sign the Amendment Documents.




     3.3 The Borrower shall have satisfied such other conditions as
specified by the Agent, including payment of all unpaid legal fees and expenses
incurred by the Agent through the date of this Amendment in connection
with the Credit Agreement and the Amendment Documents.



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          Section 4. Representations, Warranties, Authority, No Adverse Claim.




     4.1 Reassertion of Representations and Warranties, No Default. The
Borrower represents that on and as of the date hereof and after giving
effect to this Amendment (a) all of the representations and warranties
contained in the Credit Agreement are true, correct and complete in all
respects as of the date hereof as though made on and as of such date,
except for changes permitted by the terms of the Credit Agreement, and
(b) there will exist no Unmatured Event of Default or Event of Default
under the Credit Agreement as amended by this Amendment on such date.




     4.2 Authority, No Conflict, No Consent Required. The Borrower
represents and warrants that it has the power and legal right and
authority to enter into the Amendment Documents and has duly authorized
as appropriate the execution and delivery of the Amendment Documents and
other agreements and documents executed and delivered by it in connection
herewith or therewith by proper corporate action, and none of the
Amendment Documents nor the agreements contained herein or therein
contravenes or constitutes a default under any agreement, instrument or
indenture to which the Borrower is a party or a signatory or a provision
of the Borrower’s Articles of Incorporation, Bylaws or any other
agreement or requirement of law, or result in the imposition of any Lien
on any property of the Borrower under any agreement binding on or
applicable to the Borrower or any of its property except, if any, in
favor of the Banks. The Borrower represents and warrants that no
consent, approval or authorization of or registration or declaration with
any Person, including but not limited to any governmental authority, is
required in connection with the execution and delivery by the Borrower of
the Amendment Documents or other agreements and documents executed and
delivered by the Borrower in connection therewith or the performance of
obligations of the Borrower therein described, except for those which the
Borrower has obtained or provided and as to which the Borrower has
delivered certified copies of documents evidencing each such action to
the Agent.




     4.3 No Adverse Claim. The Borrower warrants, acknowledges and
agrees that no events have taken place and no circumstances exist at the
date hereof that would give the Borrower a basis to assert a defense,
offset or counterclaim to any claim of the Banks with respect to the
Secured Obligations.



          Section 5. Affirmation of Credit Agreement, Further References,
Affirmation of Security Interest. The Agent, the Banks and the Borrower each
acknowledge and affirm that the Credit Agreement, as hereby amended, is hereby
ratified and confirmed in all respects and all terms, conditions and provisions
of the Credit Agreement, except as amended by this Amendment, shall remain unmodified and in full force and effect. All
references in any document or instrument to the Credit Agreement are hereby
amended and shall refer to the Credit Agreement as amended by this Amendment.
The Borrower confirms to the Agent and the Banks that the Secured Obligations
are and continue to be secured by the security interest granted by the Borrower
in favor of the Agent for the benefit of the Banks under the Pledge and
Security Agreement, and all of the terms, conditions, provisions, agreements,
requirements, promises, obligations, duties, covenants and representations of
the Borrower under such documents and any and all other documents and
agreements entered into with respect to the obligations under the Credit
Agreement are incorporated herein by reference and are hereby



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ratified and
affirmed in all respects by the Borrower.




          Section 6.
Successors. The Amendment Documents shall be binding upon the
Borrower, the Banks and the Agent and their respective successors and assigns,
and shall inure to the benefit of the Borrower, the Banks and the Agent and the
successors and assigns of the Banks and the Agent.



          Section 7. Legal Expenses. As provided in Section 8.03 of the Credit
Agreement, the Borrower agrees to reimburse the Agent, upon execution of this
Amendment, for all reasonable out-of-pocket expenses (including attorney fees
and legal expenses of Dorsey & Whitney LLP, counsel for the Bank) incurred in
connection with the Credit Agreement, including in connection with the
negotiation, preparation and execution of the Amendment Documents and all other
documents negotiated, prepared and executed in connection with the Amendment
Documents, and in enforcing the obligations of the Borrower under the Amendment
Documents, and to pay and save the Banks harmless from all liability for, any
stamp or other taxes which may be payable with respect to the execution or
delivery of the Amendment Documents, which obligations of the Borrower shall
survive any termination of the Credit Agreement.



          Section 8.
Counterparts. The Amendment Documents may be executed in
several counterparts as deemed necessary or convenient, each of which, when so
executed, shall be deemed an original, provided that all such counterparts
shall be regarded as one and the same document, and either party to the
Amendment Documents may execute any such agreement by executing a counterpart
of such agreement.



          Section 9. Governing Law. THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT
OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR AFFILIATES.



[Remainder of this page left blank intentionally]




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first above written.



	 	 	 	 	 
	 	 	HOMEAMERICAN MORTGAGE
	 	 	CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	          /s/ John J. Heaney
	

	 	 	 	

	

	 	Title:
	 	     John J. Heaney
	

	 	 	 	     Senior Vice President and Treasurer







(Signature Page — Borrower)




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	 	 	U.S. BANK NATIONAL ASSOCIATION, as
	 	 	Agent and as a Bank
	 
	 	 	 	 
	

	 	By:
	 	          /s/ Edwin D. Jenkins
	

	 	 	 	

	

	 	Title:
	 	     Senior Vice President







(Signature Page — U.S. Bank)




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	 	 	JPMORGAN CHASE BANK, successor by merger
	 	 	to BANK ONE, N.A., as a Bank
	 
	 	 	 	 
	

	 	By:
	 	     /s/ Kenneth O. Nelson
	

	 	 	 	

	

	 	Title:
	 	     Director







(Signature Page — Bank One)




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	 	 	GUARANTY BANK, as a Bank
	 
	 	 	 	 
	

	 	By:
	 	     /s/ Randall S. Reid
	

	 	 	 	

	

	 	 	 	      Randall S. Reid
	

	 	Title:
	 	      Senior Vice President







(Signature Page — Guaranty Bank)




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	 	 	COMERICA BANK, as a Bank
	 
	 	 	 	 
	

	 	By:
	 	     /s/ Heather D. Hogle
	

	 	 	 	

	

	 	 	 	     Heather D. Hogle
	

	 	Title:
	 	     Vice President







 (Signature Page —
Comerica Bank)

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	 	WASHINGTON MUTUAL BANK, FA, as a Bank	 
	 
	 	By:  	/s/ RODNEY DAVIS
 	 
	 	 	Rodney Davis	 
	 	Title:	Vice President	 
	 		(Signature Page – Washington Mutual Bank)	 



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