EX-10.1:



Table of Contents




Exhibit 10.1



THIRD AMENDED AND RESTATED




CREDIT
AGREEMENT




among




LENNAR CORPORATION




and




the Lenders Party Hereto




and




BANK ONE, NA,

as Administrative Agent,




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Syndication Agent,




and




BANK OF AMERICA, N.A.

CALYON NEW YORK BRANCH,

WACHOVIA BANK, NATIONAL ASSOCIATION.

THE ROYAL BANK OF SCOTLAND PLC,

BNP PARIBAS,

COMERICA BANK and

SUNTRUST BANK,

as Documentation Agents,




and




GUARANTY BANK and

CITICORP NORTH AMERICA, INC.,

as Managing Agents,




and




U.S. BANK NATIONAL ASSOCIATION and

WASHINGTON MUTUAL BANK, FA,

as Co-Agents




with




BANC ONE CAPITAL MARKETS, INC.




and




DEUTSCHE BANK SECURITIES, INC.,

as Joint Lead Arrangers and Joint Book Runners




Dated: May 27, 2004




 






















Table of Contents




	 	 	 	 	 
	ARTICLE I CERTAIN DEFINED TERMS
	 	 	1	 
	SECTION 1.01. Certain Defined Terms
	 	 	1	 
	SECTION 1.02. Computation of Time Periods
	 	 	26	 
	SECTION 1.03. Accounting Terms
	 	 	26	 
	ARTICLE II THE CREDITS
	 	 	27	 
	SECTION 2.01. Facility A Commitment
	 	 	27	 
	SECTION 2.02. Facility B Commitment
	 	 	27	 
	SECTION 2.03. Intentionally Omitted
	 	 	28	 
	SECTION 2.04. Swing Line Loans
	 	 	28	 
	SECTION 2.05. Types of Advances
	 	 	29	 
	SECTION 2.06. Principal Payments
	 	 	29	 
	SECTION 2.07. Commitment Fees; Reductions of Commitments
	 	 	30	 
	SECTION 2.08. Method of Borrowing
	 	 	31	 
	SECTION 2.09. Method of Selecting Types and Interest Periods for Advances
	 	 	31	 
	SECTION 2.10. Method of Selecting Types and Interest Periods for Conversion and Continuation of Advances
	 	 	32	 
	SECTION 2.11. Minimum Amount of Each Advance
	 	 	33	 
	SECTION 2.12. Rate after Maturity
	 	 	33	 
	SECTION 2.13. Method of Payment
	 	 	33	 
	SECTION 2.14. Notes; Telephonic Notices
	 	 	34	 
	SECTION 2.15. Interest Payment Dates; Interest and Fee Basis
	 	 	34	 
	SECTION 2.16. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions
	 	 	35	 
	SECTION 2.17. Lending Installations
	 	 	35	 
	SECTION 2.18. Increase in Facilities
	 	 	35	 
	SECTION 2.19. Extension of Facility B Termination Date
	 	 	37	 
	SECTION 2.20. Facility B Term-Out
	 	 	40	 
	SECTION 2.21. Facility Letters of Credit
	 	 	40	 
	SECTION 2.22. Non-Receipt of Funds by the Administrative Agent
	 	 	47	 
	SECTION 2.23. Withholding Tax Exemption
	 	 	48	 
	SECTION 2.24. Unconditional Obligation to Make Payment
	 	 	48	 
	SECTION 2.25. Compensating Balances
	 	 	49	 
	SECTION 2.26. Extension of Facility A Termination Date
	 	 	49	 
	SECTION 2.27. Replacement of Certain Lenders
	 	 	49	 
	SECTION 2.28. Obligations Under Existing Credit Agreement
	 	 	50	 
	ARTICLE III CHANGE IN CIRCUMSTANCES
	 	 	51	 
	SECTION 3.01. Yield-Protection
	 	 	51	 
	SECTION 3.02. Changes in Capital Adequacy Regulation
	 	 	51	 
	SECTION 3.03. Availability of Types of Advances
	 	 	52	 
	SECTION 3.04. Funding Indemnification
	 	 	52	 
	SECTION 3.05. Lender Statements Survival of Indemnity
	 	 	52	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
	 	 	53	 
	SECTION 4.01. Organization, Powers, etc
	 	 	53	 
	SECTION 4.02. Authorization and Validity of this Agreement, etc
	 	 	53	 
	SECTION 4.03. Financial Statements
	 	 	54	 
	SECTION 4.04. No Material Adverse Effect
	 	 	54	 
	SECTION 4.05. Title to Properties
	 	 	54	 











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	SECTION 4.06. Litigation
	 	 	55	 
	SECTION 4.07. Payment of Taxes
	 	 	55	 
	SECTION 4.08. Agreements
	 	 	55	 
	SECTION 4.09. Foreign Direct Investment Regulations
	 	 	55	 
	SECTION 4.10. Federal Reserve Regulations
	 	 	56	 
	SECTION 4.11. Consents, etc
	 	 	56	 
	SECTION 4.12. Compliance with Applicable Laws
	 	 	56	 
	SECTION 4.13. Relationship of the Loan Parties
	 	 	57	 
	SECTION 4.14. Subsidiaries; Joint Ventures
	 	 	57	 
	SECTION 4.15. ERISA
	 	 	57	 
	SECTION 4.16. Investment Company Act
	 	 	57	 
	SECTION 4.17. Public Utility Holding Company Act
	 	 	58	 
	SECTION 4.18. Subordinated Debt
	 	 	58	 
	SECTION 4.19. Post-Retirement Benefits
	 	 	58	 
	SECTION 4.20. Insurance
	 	 	58	 
	SECTION 4.21. Environmental Representations
	 	 	58	 
	SECTION 4.22. Intentionally Omitted
	 	 	58	 
	SECTION 4.23. Minimum Adjusted Consolidated Tangible Net Worth
	 	 	58	 
	SECTION 4.24. Intentionally Omitted
	 	 	58	 
	SECTION 4.25. No Misrepresentation
	 	 	58	 
	ARTICLE V CONDITIONS PRECEDENT
	 	 	59	 
	SECTION 5.01. Conditions of Effectiveness
	 	 	59	 
	SECTION 5.02. Conditions Precedent to All Advances and Facility Letters of Credit
	 	 	61	 
	ARTICLE VI AFFIRMATIVE COVENANTS
	 	 	61	 
	SECTION 6.01. Existence, Properties, etc
	 	 	62	 
	SECTION 6.02. Notice
	 	 	62	 
	SECTION 6.03. Payments of Debts, Taxes, etc
	 	 	62	 
	SECTION 6.04. Accounts and Reports
	 	 	63	 
	SECTION 6.05. Access to Premises and Records
	 	 	66	 
	SECTION 6.06. Maintenance of Properties and Insurance
	 	 	66	 
	SECTION 6.07. Financing: New Investing
	 	 	67	 
	SECTION 6.08. Compliance with Applicable Laws
	 	 	68	 
	SECTION 6.09. Advances to the Mortgage Banking Subsidiaries
	 	 	68	 
	SECTION 6.10. Use of Proceeds
	 	 	68	 
	SECTION 6.11. REIT Subsidiary
	 	 	68	 
	ARTICLE VII NEGATIVE COVENANTS
	 	 	68	 
	SECTION 7.01. Minimum Adjusted Consolidated Tangible Net Worth
	 	 	69	 
	SECTION 7.02. Limitation on Indebtedness
	 	 	69	 
	SECTION 7.03. Guaranties
	 	 	69	 
	SECTION 7.04. Sale of Assets; Acquisitions; Merger
	 	 	70	 
	SECTION 7.05. Investments
	 	 	70	 
	SECTION 7.06. Disposition; Encumbrance or Issuance of Certain Stock
	 	 	71	 
	SECTION 7.07. Subordinated Debt
	 	 	71	 
	SECTION 7.08. Housing Units
	 	 	71	 
	SECTION 7.09. Construction in Progress
	 	 	71	 
	SECTION 7.10. No Margin Stock
	 	 	72	 
	SECTION 7.11. Mortgage Banking Subsidiaries’ Capital Ratio
	 	 	72	 
	SECTION 7.12. Transactions with Affiliates
	 	 	72	 







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	SECTION 7.13. Restrictions on Advances to Mortgage Banking Subsidiaries
	 	 	72	 
	SECTION 7.14. Mortgage Banking Subsidiaries Adjusted Net Worth
	 	 	73	 
	SECTION 7.15. Investments in Land
	 	 	73	 
	SECTION 7.16. Liens and Encumbrances
	 	 	73	 
	ARTICLE VIII RELEASE OF COLLATERAL; PLEDGE OF MORTGAGE BANKING SUBSIDIARIES NOTE
	 	 	73	 
	SECTION 8.01. Release of Collateral
	 	 	73	 
	SECTION 8.02. Mortgage Banking Subsidiaries Note
	 	 	73	 
	ARTICLE IX EVENTS OF DEFAULT
	 	 	74	 
	SECTION 9.01. Events of Default
	 	 	74	 
	SECTION 9.02. Remedies
	 	 	76	 
	SECTION 9.03. Application of Payments
	 	 	76	 
	ARTICLE X THE ADMINISTRATIVE AGENT
	 	 	77	 
	SECTION 10.01. Appointment
	 	 	78	 
	SECTION 10.02. Powers
	 	 	78	 
	SECTION 10.03. General Immunity
	 	 	78	 
	SECTION 10.04. No Responsibility for Loans, Recitals, Etc
	 	 	78	 
	SECTION 10.05. Employment of Agents and Counsel
	 	 	79	 
	SECTION 10.06. Reliance on Documents; Counsel
	 	 	79	 
	SECTION 10.07. No Waiver of Rights
	 	 	79	 
	SECTION 10.08. Knowledge of Event of Default
	 	 	79	 
	SECTION 10.09. Administrative Agent’s Reimbursement and Indemnification
	 	 	79	 
	SECTION 10.10. Notices to the Borrower
	 	 	80	 
	SECTION 10.11. Action on Instructions of Lenders
	 	 	80	 
	SECTION 10.12. Lender Credit Decision
	 	 	80	 
	SECTION 10.13. Mortgage Banking Subsidiaries Note
	 	 	80	 
	SECTION 10.14. Resignation or Removal of the Administrative Agent
	 	 	81	 
	SECTION 10.15. Benefits of Article X
	 	 	82	 
	ARTICLE XI SETOFF; RATABLE PAYMENTS
	 	 	82	 
	SECTION 11.01. Set-off
	 	 	82	 
	SECTION 11.02. Ratable Payments
	 	 	82	 
	ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
	 	 	82	 
	SECTION 12.01. Successors and Permitted Assigns
	 	 	82	 
	SECTION 12.02. Participations
	 	 	83	 
	SECTION 12.03. Assignments
	 	 	83	 
	ARTICLE XIII MISCELLANEOUS
	 	 	84	 
	SECTION 13.01. Notice
	 	 	84	 
	SECTION 13.02. Survival of Representations
	 	 	85	 
	SECTION 13.03. Expenses
	 	 	85	 
	SECTION 13.04. Indemnification of the Lenders and the Administrative Agent
	 	 	85	 
	SECTION 13.05. Maximum Interest Rate
	 	 	86	 
	SECTION 13.06. Modification of Agreement
	 	 	86	 
	SECTION 13.07. Register
	 	 	87	 
	SECTION 13.08. Preservation of Rights
	 	 	88	 
	SECTION 13.09. Several Obligations of Lenders
	 	 	88	 







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	SECTION 13.10. Severability
	 	 	88	 
	SECTION 13.11. Counterparts
	 	 	88	 
	SECTION 13.12. Right to Terminate Certain Commitments
	 	 	89	 
	SECTION 13.13. Loss, etc., Notes
	 	 	89	 
	SECTION 13.14. Governmental Regulation
	 	 	89	 
	SECTION 13.15. Taxes
	 	 	89	 
	SECTION 13.16. Headings
	 	 	89	 
	SECTION 13.17. USA Patriot Act Notification
	 	 	89	 
	SECTION 13.18. Entire Agreement
	 	 	90	 
	SECTION 13.19. CHOICE OF LAW
	 	 	90	 
	SECTION 13.20. CONSENT TO JURISDICTION
	 	 	90	 
	SECTION 13.21. WAIVER OF JURY TRIAL
	 	 	90	 







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SCHEDULES




	 	 	 	 	 
	Schedule
	 	Description
	 	References

	I

	 	Intentionally Omitted	 	 
	 
	 	 	 	 
	II

	 	Existing Letters Of Credit
	 	Definitions of
“Existing Letters Of
Credit” and “Issuer”
	 
	 	 	 	 
	III

	 	Real Estate
	 	Definition of “Joint
Venture” and Sections
4.05 and 6.04(h)
	 
	 	 	 	 
	IV

	 	Permitted Liens
	 	Definition
	 
	 	 	 	 
	V

	 	Consents
	 	Section 4.11
	 
	 	 	 	 
	VI

	 	Subsidiaries
	 	Section 4.14
	 
	 	 	 	 
	VII

	 	Subsidiaries Not Required
to Deliver Guaranties
	 	Sections 4.14, 5.01(b), 7.03 and 7.05
	 
	 	 	 	 
	VIII

	 	Subordinated Debt
	 	Section 4.18







 









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EXHIBITS




	 	 	 	 	 
	Exhibit
	 	Description
	 	Reference

	A

	 	Requirements for Entitled Land
	 	Definition of
“Entitled Land”
	 
	 	 	 	 
	B

	 	Facility A Note
	 	Definition
	 
	 	 	 	 
	C

	 	Facility B Revolver Note
	 	Definition
	 
	 	 	 	 
	D

	 	Facility B Term Note
	 	Definition
	 
	 	 	 	 
	E

	 	Guaranty
	 	Definition
	 
	 	 	 	 
	F

	 	Pricing Grid
	 	Definition
	 
	 	 	 	 
	G

	 	Commitment and Acceptance
	 	Section 2.18(a)
	 
	 	 	 	 
	H

	 	Compliance Report
	 	Section 6.04(l)
	 
	 	 	 	 
	I

	 	Assignment and Assumption
	 	Section 12.03(a)







 









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          This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 27,
2004, among LENNAR CORPORATION, a corporation organized and existing under the
laws of the State of Delaware (the “Borrower”), the lenders that are
identified on the signature pages hereto (hereinafter collectively referred to
as the “Lenders”), and BANK ONE, NA, as Administrative Agent (the
“Administrative Agent”).



AGREEMENT




          WHEREAS, the Borrower, certain of the Lenders (and certain other lenders)
and Administrative Agent are parties to that certain Second Amended and
Restated Credit Agreement dated as of May 30, 2003 (as heretofore amended or
otherwise modified the “Existing Credit Agreement”);



          WHEREAS, the parties hereto desire to amend and restate the Existing
Credit Agreement (1) to add certain Lenders as parties, (2) to remove certain
of the “Facility A Lenders” and “Facility B Lenders” who have elected not to
remain as parties, (3) to extend the Facility A Termination Date and Facility B
Termination Date (as described below), (4) to delete all references to
“Facility C,” which has been repaid in full, (5) to provide for the release of
all collateral and (6) as otherwise provided herein.



          NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby
agree, that on the Closing Date the Existing Credit Agreement shall be amended
and restated in its entirety, without constituting a novation, as follows:







ARTICLE I




CERTAIN DEFINED TERMS








     SECTION 1.01. Certain Defined Terms. As used herein, each of the
following
terms shall have the meaning ascribed to it below, which meaning shall be
applicable to both the singular and plural forms of the terms defined:



     “Acquisition” means any transaction, or any series of related
transactions, consummated after the Closing Date, by which the Borrower or any
of its Subsidiaries (a) acquires any going business or all or substantially all
of the assets of any firm, corporation or division thereof, whether through
purchase of assets, merger or otherwise or (b) directly or indirectly acquires
(in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in the number of votes) of the Securities of
a corporation which have ordinary voting power for the election of directors
(other than Securities having such power only by reason of the happening of a
contingency) or a majority (by percentage of voting power) of the outstanding
equity interests of another Person.



     “Adjusted Consolidated Tangible Net Worth” means, at any date,
Consolidated Tangible Net Worth at such date less, to the extent not already
deducted in the definition of Consolidated Tangible Net Worth, the aggregate
of all of the following at such date: (a) the consolidated



 









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stockholders’ equity of the Mortgage Banking Subsidiaries, and (b) the
stockholders’ equity of each other Subsidiary of the Borrower which is not a
Loan Party.




     “Administrative Agent” means Bank One, NA in its capacity as
Administrative Agent for the Lenders pursuant to Article X, and not in its
individual capacity as a Lender, and any successor Administrative Agent
appointed pursuant to Article X.



     “Advance” means, with respect to a Facility, a borrowing hereunder (or the
conversion or continuation of any such borrowing) consisting of the aggregate
amount of the several loans made by the Lenders under such Facility to the
Borrower of the same Type and, in the case of Eurodollar Rate Advances, for the
same Interest Period.



     “Affiliate” of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. Solely
for purposes of this definition, a Person shall be deemed to control another
Person if the controlling Person owns 50% or more of any class of voting
securities (or other ownership interests) of the controlled Person or
possesses, directly or indirectly, the power to direct or cause the direction
of the management or policies of the controlled Person, whether through
ownership of stock, by contract or otherwise.



     “AFSI” means Ameristar Financial Services, Inc.



     “Aggregate Commitment” means, at any time, the sum of the then applicable
Aggregate Facility A Commitment, the then applicable Aggregate Facility B
Commitment, and the then outstanding principal balance of the Facility B Term
Loans.



     “Aggregate Facility A Commitment” means $847,350,000.00 as such amount
may be increased from time to time pursuant to Section 2.18 hereof or reduced
from time to time pursuant to the terms of this Agreement.



     “Aggregate Facility B Commitment” means $363,150,000.00 as such amount
may be increased from time to time pursuant to Section 2.18 hereof or reduced
from time to time pursuant to the terms of this Agreement.



     “Aggregate Letter of Credit Commitment” means $500,000,000, as such
amount may be reduced from time to time pursuant to the terms hereof.



     “Agreement” means this Third Amended and Restated Credit Agreement,
including the exhibits and schedules hereto, as it may be amended, renewed,
modified or restated and in effect from time to time.



     “Agreement Date” means May 27, 2004.




     “Alternate Base Rate” means, for any day, a rate per annum equal to the
higher of (a) the Prime Rate for such day or (b) the sum of the Federal Funds
Effective Rate plus 0.5%, in each case changing when and as the Prime Rate and
the Federal Funds Effective Rate change.



     “Applicable Commitment Fee Rate” means (a) with respect to Facility A, a
rate per annum equal to the “Facility A Unused Commitment Fee” as determined
from time to time



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pursuant to the Pricing Grid, and (b) with respect to Facility B, a rate per
annum equal to the “Facility B Unused Commitment Fee” as determined from time
to time pursuant to the Pricing Grid.




     “Applicable Margin” means, with respect to Eurodollar Rate Loans for
Facility A and Facility B, a rate per annum equal to the “Applicable Margin
for Facility A and Facility B Eurodollar Rate Loans” as determined from time
to time pursuant to the Pricing Grid.



     “Applicable Pro Rata Share” means, for any Lender, such Lender’s Facility
A Pro Rata Share, Facility B Revolver Pro Rata Share or Facility B Term Pro
Rata Share, as applicable.



     “Article” means an article of this Agreement unless another document is
specifically referenced.



     “Assignment and Assumption Agreement” is defined in Section 12.03(a).



     “Authorized Financial Officer” means any of the chief financial officer,
treasurer or controller of the Borrower.



     “Authorized Officer” means any of Stuart Miller, Bruce Gross, Waynewright
Malcolm, Diane Bessette, Ben Butterfield or any other Person designated by the
Borrower in writing to act as an Authorized Officer hereunder, acting singly.



     “Bank One” means Bank One, NA, in its individual capacity, and its
successors.



     “BOCM” means Bane One Capital Markets, Inc., one of the Joint Lead
Arrangers hereunder.



     “Borrower” is defined in the introductory paragraph of this
Agreement.

     “Borrower Audited Financial Statements” is defined
in Section 4.03.

 
     “Borrower Unaudited Financial Statements” is
defined in Section 4.03.



     “Borrowing Base” means, from time to time, the sum of the following
amounts, all as reflected from time to time in accordance with GAAP
consistently applied in the consolidated balance sheet of the Borrower: (a)
100% of the Loan Parties’ unrestricted cash up to a maximum of $30,000,000
(with any excess cash being excluded from the Borrowing Base); (b) 100% of the
Net Housing Unit Proceeds due to any Loan Party at closing as a result of the
consummation of the sale of any Housing Unit, which Net Housing Unit Proceeds
have been paid to the closing agent handling such sale but which have not yet
been received by such Loan Party; provided, however, that if, and to the extent
that, such Net Housing Unit Proceeds which are reported as outstanding on the
last day of any fiscal quarter of the Borrower are not received by such Loan
Party on or before the tenth (10th) day following the end of any such fiscal
quarter, such Net Housing Unit Proceeds shall not be included in the Borrowing
Base; (c) 90% of the Net Book Value of all Housing Units Under Contract; (d)
75% of the Net Book Value of all Housing Units (including, without limitation,
model Housing Units) that are not subject to a contract for sale; (e) 70% of
the Net Book Value of all Finished Lots; (f) 50% of the Net Book Value of all
Land



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Under Development; and (g) 30% of the Net Book Value of all Unimproved
Entitled Land, provided that the sum of the amounts determined pursuant to
clauses (f) and (g) shall not exceed 40% of the Borrowing Base (with any
excess being excluded from the Borrowing Base); provided further, that
notwithstanding anything to the contrary provided herein, any asset which is
encumbered by a Lien (other than a Lien described in clauses (b), (c), (e) or
(k) of the definition of “Permitted Liens”) shall not be included in the
calculation of the Borrowing Base pursuant to clauses (a) through (g) above.




     “Borrowing Base Debt” means all Consolidated Indebtedness, including
without limitation the Obligations and the Indebtedness under the Old U.S.
Home Debt Issues (whether senior or senior subordinated), but excluding (a)
any Subordinated Debt of the Borrower and (b) any Non-Recourse Indebtedness
secured solely by Real Estate that is owned by any Loan Party and that, if the
same did not secure such Indebtedness, would be included in the determination
of the Borrowing Base.



     “Borrowing Base Limitation” is defined in Section 7.02.



     “Borrowing Date” means a date on which an Advance is made hereunder.



     “Borrowing Notice” is defined in Section 2.09.



     “Business Day” means (a) with respect to any borrowing, payment or rate
selection of Eurodollar Rate Advances, a day (other than a Saturday or Sunday)
on which banks are open for business in Chicago, Illinois and New York, New
York and on which dealings in United States dollars are carried on in the
London interbank market, (b) with respect to Facility Letters of Credit, a day
(other than a Saturday or Sunday) on which banks are open for business in
Chicago, Illinois, and the city in which the office of the applicable Issuer is
located and (c) for all other purposes, a day (other than a Saturday or Sunday)
on which banks are open for business in Chicago, Illinois and New York, New
York.



     “Capitalized Lease” of a Person means any lease of property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with GAAP.



     “Capitalized Lease Obligations” of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with GAAP.



     “Capitalized Mortgage Servicing” of the Mortgaged Banking Subsidiaries
means, at any date, the following capitalized assets of the Mortgaged Banking
Subsidiaries net of any amortization or write downs with respect thereto, all
as determined in accordance with GAAP: (a) purchased mortgage servicing
rights, (b) originated mortgage servicing rights and (c) excess servicing.



     “Capital Stock” means, with respect to any corporation, any and all
shares, interests, rights to purchase (other than convertible or exchangeable
Indebtedness), warrants, options, participations or other equivalents of or
interests (however designated) in stock issued by that corporation.



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     “Change in Control” means the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under.the Securities Exchange
Act of 1934, as amended) of the outstanding shares of voting stock of the
Borrower that hold in excess of 50% of the voting rights held by all
stockholders of all classes of common stock of the Borrower.



     “Change in Status” means an event that results in a Subsidiary that was a
Guarantor (a “Status Capacity”), for legitimate business reasons, without any
intent to avoid any requirements of this Agreement, ceasing to have an
obligation under this Agreement to be a Guarantor, which legitimate business
reasons may include (i) a former wholly-owned Subsidiary of Borrower ceasing,
for legitimate business reasons, to be wholly-owned by Borrower, including as
a result of (A) a Person that is not a wholly-owned Subsidiary of Borrower
acquiring an ownership interest in such wholly-owned Subsidiary of Borrower in
a bona fide transaction, or (B) the dissolution of such wholly-owned
Subsidiary or (ii) the entry by such Subsidiary into a bona fide agreement
with an unaffiliated third person for legitimate business reasons as a result
of which a wholly-owned Subsidiary that was a Guarantor is required not to be
a Guarantor.



     “Closing Date” means the date on which the Lenders shall first become
obligated to make Advances after satisfaction or waiver of all of the
conditions precedent set forth in Sections 5.01 and 5.02.



     “Code” means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.



     “Commitment” means, for each of the Facility A Lenders and Facility B
Lenders, the Facility A Commitment and Facility B Commitment of such Lender.



     “Commitment and Acceptance” is defined in Section
2.18(a).



     “Commitment Fees” means the fees provided for in
Section 2.07(a).



     “Completed Housing Unit” means, at any time, a Housing Unit the
construction of which was commenced more than 10 months, in the case of a
single family home, more than 12 months, in the case of a townhouse, or more
than 18 months, in the case of a condominium, before that time or was
completed prior to the expiration of the applicable period.



     “Consolidated EBITDA” means, for any period, the Consolidated Net Income
of the Loan Parties plus, to the extent deducted from revenues in determining
Consolidated Net Income, (a) Consolidated Interest Expense, (b) expense for
income taxes paid or accrued, (c) depreciation, (d) amortization and (e)
extraordinary losses incurred other man in the ordinary course of business,
minus, to the extent included in Consolidated Net Income, extraordinary gains
realized other than in the ordinary course of business, all calculated for the
Loan Parties (and excluding the Mortgage Banking Subsidiaries and any other
Subsidiary of the Borrower that is not a Loan Party) on a consolidated basis.



     “Consolidated Indebtedness” means the Indebtedness of the Loan Parties on
a consolidated basis, and shall not include (i) Indebtedness of any Subsidiary
that is not a Loan



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Party, (ii) Indebtedness of a Loan Party to the REIT Subsidiary or (iii) any
other Indebtedness of a Loan Party to another Loan Party.




     “Consolidated Interest Expense” means, for any period, the interest
charged to cost of sales of the Loan Parties (and excluding the Mortgage
Banking Subsidiaries and any other Subsidiary of the Borrower that is not a
Loan Party) calculated on a consolidated basis for such period.



     “Consolidated Interest Incurred” means, for any period, the aggregate
amount (without duplication and determined in each case in accordance with
GAAP) of (a) interest (excluding interest on Indebtedness of a Loan Party to
another Loan Party) incurred, whether such interest was expensed or
capitalized, paid, accrued, or scheduled to be paid or accrued by any of the
Loan Parties (and excluding the Mortgage Banking Subsidiaries and any other
Subsidiary of the Borrower that is not a Loan Party) during such period,
including (i) original issue discount and non-cash interest payments or
accruals, (ii) the interest portion of all deferred payment obligations, and
(iii) all commissions, discounts and other fees and charges owed with respect
to bankers’ acceptances and letter of credit financings and interest swap and
Hedging Obligations, in each case to the extent attributable to such period
plus (b) the amount of dividends accrued or payable by the Loan Parties (and
excluding the Mortgage Banking Subsidiaries and any other Subsidiary of the
Borrower that is not a Loan Party) in respect of Disqualified Capital Stock
(excluding any amount payable to any Loan Party), which amount shall be
“grossed up” to include applicable taxes on income that would be used to pay
such dividends, provided, however, that interest, dividends or other payments
or accruals of a consolidated Subsidiary that is not wholly owned shall be
included only to the extent of the interest of such Person in such Subsidiary.
For purposes of this definition, (x) interest on Capitalized Lease Obligations
shall be deemed to accrue at an interest rate reasonably determined by the
Borrower to be the rate of interest implicit in such Capitalized Lease
Obligations in accordance with GAAP and (y) 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.



     “Consolidated Net Income” means, with respect to any Person for any
period, the net income (or loss) of such Person and its Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP; provided,
that (a) the net income (or loss) of any other Person acquired by such
specified Person or a Subsidiary of such Person in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded, (b) all gains and losses which are either extraordinary (as
determined in accordance with GAAP) or are either unusual or nonrecurring
(including any gain from the sale or other disposition of assets outside the
ordinary course of business or from the issuance or sale of any Capital Stock),
shall be excluded, and (c) the net income, if positive, of any of such Person’s
consolidated Subsidiaries (other than non-guarantor Subsidiaries) to the extent
that the declaration or payment of dividends or similar distributions is not at
the time permitted by operation of the terms of its charter or bylaws or any
other agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such consolidated Subsidiary shall be
excluded, provided, however, in the case of exclusions from Consolidated Net
Income set forth in clauses (a), (b) and (c) above, such amounts shall be
excluded only to the extent included in computing such net income (or loss) in
accordance with GAAP and without duplication; provided farther, however, that
for purposes of determining Consolidated Net Income of the Loan Parties, the
net income of



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the Mortgage Banking Subsidiaries and any other Subsidiary of the Borrower
that is not a Loan Party shall be excluded.




     “Consolidated Tangible Net Worth” means, at any date, the Net Worth of
the Borrower and its Subsidiaries less the aggregate amount of all goodwill
and other assets that are properly classified as “intangible assets” at such
date in accordance with GAAP.



     “Contingent Obligation” of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes
or is contingently liable upon, the obligation or liability of any other
Person, or agrees to maintain the net worth or working capital or other
financial condition of any other Person (including, without limitation, any
LTV Maintenance Agreement), or otherwise assures any creditor of such other
Person against loss, including, without limitation, any comfort letter,
operating agreement, take-or-pay contract, “put” agreement or other similar
arrangement, but excluding Repurchase Guaranties. With respect to each Loan
Party, Contingent Obligation includes, without limitation of the foregoing,
obligations under reimbursement agreements with financial institutions
(including the Lenders) relating to Letters of Credit (other than Performance
Letters of Credit) issued by such financial institutions for the account of
such Loan Party and does not include reimbursement obligations to an issuer of
a performance bond.



     “Controlled Group” means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower or any of its Subsidiaries,
are treated as a single employer under Section 414 of the Code.



     “Conversion/Continuation Notice” is defined in Section 2.10(d).



     “Default Rate” means, for any day, a rate per annum equal to the sum of
(a) the Alternate Base Rate for such date plus (b) two percent (2%) per annum.



     “Disqualified Capital Stock” means (a) except as set forth in clause (b)
below, with respect to any Person, Capital Stock of such Person that, by its
terms or by the terms of any security into which it is convertible, exercisable
or exchangeable, is, or upon the happening of an event or the passage of time
would be, required to be redeemed or repurchased (including at the option of
the holder thereof) by such Person or any of its Subsidiaries, in whole or in
part, on or prior to the stated maturity of the securities, and (b) with
respect to any Subsidiary of such Person (including with respect to any
Subsidiary of the Borrower), any Capital Stock other than any common stock with
no preference, privileges, or redemption or repayment provisions.



     “Dollars” and the sign “$” each means lawful money of the United States
of America.



     “Eligible Assignee” means a commercial bank, financial institution, other
“accredited investor” (as defined in Regulation D of the Securities Act) or a
“qualified institutional buyer” as defined in Rule 144A of the Securities Act.



     “Entitled Land” means a parcel of Real Estate owned by a Loan Party which
is to be developed primarily for residential dwelling units and which
satisfies the requirements for the



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state and county wherein it is located as more particularly described in the
Requirements for Entitled Land attached hereto as Exhibit A.




     “Environmental Laws” means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating to (a) the
protection of the environment, (b) the effect of the environment on human
health, (c) emissions, discharges or releases of pollutants, contaminants,
Hazardous Substances or wastes into surface water, ground water or land, or
(d) the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of pollutants, contaminants, Hazardous
Substances or wastes or the clean-up or other remediation thereof.



     “Equity Investment” means the ownership of, or participation in the
ownership of, an equity interest in Real Estate or an equity interest in a
Person in the business of owning, developing, improving, operating or managing
Real Estate.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.



     “Eurodollar Base Rate” means, with respect to a Eurodollar Rate Advance
for the relevant Eurodollar Interest Period, the applicable British Bankers’
Association London Interbank offered rate for deposits in U.S. dollars
reported by any generally recognized financial information service at 11:00
a.m. (London time) two Business Days prior to the first day of such Eurodollar
Interest Period, having a maturity approximately equal to such Eurodollar
Interest Period.



     “Eurodollar Interest Period” means, with respect to a Eurodollar Rate
Advance, a period of one, two, three or six months, as available, commencing on
a Business Day selected by the Borrower pursuant to this Agreement (subject to
the provisions of the last sentence of this paragraph). Such Eurodollar
Interest Period shall end on (but exclude) the day which corresponds
numerically to such date one, two, three or six months thereafter, provided,
however, that if there is no such numerically corresponding day in such next,
second, third or sixth succeeding month, such Eurodollar Interest Period shall
end on the last Business Day of such next, second, third or sixth succeeding
month. If a Eurodollar Interest Period would otherwise end on a day which is
not a Business Day, such Eurodollar Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Eurodollar Interest Period
shall end on the immediately preceding Business Day.



     “Eurodollar Rate” means, with respect to a Eurodollar Rate Advance for
the relevant Eurodollar Interest Period, the sum of (a) the quotient of (i)
the Eurodollar Base Rate applicable to such Eurodollar Interest Period,
divided by (ii) one minus the Reserve Requirement (expressed as a decimal)
applicable to such Eurodollar Interest Period, plus (b) the Applicable Margin
for the Facility with respect to which the Eurodollar Rate is being
determined. The Eurodollar Rate shall be rounded to the next higher multiple
of 1/16 of 1% if the rate is not such a multiple.



     “Eurodollar Rate Advance” means an Advance which bears interest at a
Eurodollar Rate.



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     “Eurodollar Rate Loan” means a Loan which bears interest at a
Eurodollar Rate.



     “Event” means an event, circumstance, condition
or state of facts.



     “Event of Default” is defined in Section
9.01.



     “Existing Borrower Public Debt” means the Borrower’s 7-5/8% Senior Notes
due 2009, the Borrower’s 9.95% Senior Notes due 2010, the Borrower’s 5.95%
Senior Notes due 2013, the Borrower’s Senior Floating-Rate Note due 2009 and
the Borrower’s Zero Coupon Senior Subordinated Convertible Debentures due
2021.



     “Existing Credit Agreement” is defined in the Recitals of this Agreement.



     “Existing Letters of Credit” means the outstanding Letters of Credit
listed in Schedule II hereto issued for the account of the Borrower prior to
the Agreement Date by the applicable Facility A Lender identified in Schedule
II.



     “Facilities” means Facility A and Facility B.



     “Facility A” means the revolving credit, swing line and letter of credit
facilities described in Sections 2.01, 2.04 and 2.21, respectively.



     “Facility A Advance” means an Advance of Facility A.



     “Facility A Commitment” means, for each of the Facility A Lenders, the
obligation of such Facility A Lender to make revolving credit loans pursuant to
Facility A and to purchase participations in Facility Letters of Credit in the
aggregate not exceeding the amount set forth on its signature page hereto as
its “Facility A Commitment,” as such amount may be decreased from time to time
pursuant to the terms hereof or increased pursuant to Section 2.18 hereof;
provided, however, that the Facility A Commitment of a Lender may not be
increased without its prior written approval.



     “Facility A Extension Request” is defined in Section 2.26.



     “Facility A Lender” means each of the Lenders holding an interest in
Facility A.



     “Facility A Loan” means, with respect to a Facility A Lender, a loan made
by such Facility A Lender with respect to Facility A pursuant to Section 2.01
and any conversion or continuation thereof.



     “Facility A Maturity Date” means the date upon which the outstanding
principal amount of the Facility A Notes, all accrued and unpaid interest
thereon, and all other Facility A Obligations become due and payable, whether
as a result of the occurrence of the stated maturity date or the acceleration
of maturity pursuant to the terms of any of the Loan Documents.



     “Facility A Note” means (a) a promissory note in substantially the form
of Exhibit B hereto, executed and delivered by the Borrower payable to the
order of the Administrative Agent in the amount of the Aggregate Facility A
Commitment, including any amendment,



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modification, restatement, renewal or replacement of such promissory note, (b)
any “Facility A Note” executed and delivered pursuant to the Original Credit
Agreement or the Existing Credit Agreement by the Borrower payable to the
order of a Lender that is a Facility A Lender hereunder, including any
amendment, modification, restatement, renewal or replacement of such
promissory note (including without limitation a replacement delivered pursuant
to clause (c) below), and (c) in the event that any Facility A Lender requests
a Facility A Note in accordance with this Agreement (including without
limitation a replacement of a note described in clause (b) above), a
promissory note satisfactory in form to the Administrative Agent, executed and
delivered by the Borrower payable to the order of such Facility A Lender in
the amount of its Facility A Commitment, including any amendment,
modification, restatement, renewal or replacement of such promissory note.




     “Facility A Obligations” means all unpaid principal of and accrued and
unpaid interest on the Facility A Loans and Swing Line Loans, all accrued and
unpaid fees with respect to Facility A, the Swing Line Loans and the Facility
Letters of Credit, and all expenses, reimbursements, indemnities and other
obligations of the Loan Parties to the Facility A Lenders or to any Facility A
Lender, the Swing Line Lender, any Issuer, the Administrative Agent or any
indemnified party with respect to Facility A, the Swing Line Loans and the
Facility Letters of Credit arising under the Loan Documents.



     “Facility A Pro Rata Share” means, at any time for any Facility A Lender,
the ratio that such Facility A Lender’s Facility A Commitment bears to the
Aggregate Facility A Commitment.



     “Facility A Reply Date” is defined in Section 2.26.



     “Facility A Termination Date” means May 26, 2009, or such later date, if
any, to which the Facility A Termination Date may be extended pursuant to
Section 2.26, subject, however, to earlier termination in whole of the
Aggregate Facility A Commitment pursuant to the terms of this Agreement.



     “Facility B” means the revolving credit facility described in Section
2.02 (subject to conversion of revolving credit loans to term loans pursuant
to Section 2.19 or Section 2.20).



     “Facility B Advance” means a Facility B Revolver Advance or an Advance of
a Facility B Term Loan (as applicable).



     “Facility B Commitment” means, for each of the Facility B Revolver
Lenders, the obligation of such Facility B Revolver Lender to make Facility B
Revolver Loans in the aggregate not exceeding the amount set forth on its
signature page hereto as its “Facility B Commitment,” as such amount may be
decreased from time to time pursuant to the terms hereof or increased pursuant
to the terms of Section 2.18 hereof, provided that the Facility B Commitment of
a Lender may not be increased without its prior written approval.



     “Facility B Extension Request” is defined in Section 2.19(a).



     “Facility B Lender” means each of the Lenders holding an interest in
Facility B.



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     “Facility B Obligations” means all unpaid principal of and accrued and
unpaid interest on the Facility B Revolver Loans and Facility B Term Loans,
all accrued and unpaid fees and all expenses, reimbursements, indemnities and
other obligations of the Loan Parties to the Facility B Lenders or to any
Facility B Lender, the Administrative Agent or any indemnified party arising
under the Loan Documents.



     “Facility B Reply Date” is defined in Section 2.19(a).



     “Facility B Revolver Advance” means an Advance of Facility B but does not
include an Advance of a Facility B Term Loan.



     “Facility B Revolver Lender” means each of the Lenders that has a
Facility B Commitment.



     “Facility B Revolver Loan” means, with respect to a Facility B Lender, a
revolving credit loan made by such Facility B Lender with respect to Facility
B pursuant to Section 2.02 and any conversion or continuation thereof but does
not include any Facility B Term Loan.



     “Facility B Revolver Maturity Date” means the date upon which the
outstanding principal amount of the Facility B Revolver Notes, all accrued but
unpaid interest thereon, and all other Facility B Obligations (but not
necessarily the Facility B Term Notes) become due and payable, whether as a
result of the occurrence of the stated maturity date or the acceleration of
maturity pursuant to the terms of any of the Loan Documents.



     “Facility B Revolver Note” means (a) a promissory note in substantially
the form of Exhibit C hereto, executed and delivered by the Borrower and
payable to the order of the Administrative Agent in the amount of the Aggregate
Facility B Commitment, including any amendment, modification, restatement,
renewal or replacement of such promissory note, (b) any
“Facility B Revolver
Note” executed and delivered pursuant to the Original Credit Agreement or the
Existing Credit Agreement by the Borrower, payable to the order of a Lender
that is a Facility B Lender hereunder, including any amendment, modification,
restatement, remainder or replacement of such promissory note (including
without limitation a replacement delivered pursuant to clause (c) below), and
(c) in the event that any Facility B Revolver Lender requests a Facility B
Revolver Note in accordance with this Agreement (including without limitation a
replacement of a note described in clause (b) above), a promissory note,
satisfactory in form to the Administrative Agent, executed and delivered by the
Borrower payable to the order of such Facility B Lender in the amount of its
Facility B Commitment, including any amendment, modification, restatement,
renewal or replacement of such promissory note.



     “Facility B Revolver Pro Rata Share” means, at any time for any Facility
B Revolver Lender, the ratio that its Facility B Commitment bears to the
Aggregate Facility B Commitment.



     “Facility B Term Lender” means each of the Lenders holding an interest in
the Facility B Term Loans.



     “Facility B Term Loan” means a loan under Facility B which is converted
to a term loan pursuant to Section 2.19 or Section 2.20.



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     “Facility
B Term Maturity Date” means May 26, 2009.



     “Facility B Term Note” means (a) a promissory note in substantially the
form of Exhibit D hereto, executed and delivered by the Borrower payable to the
order of the Administrative Agent in the amount of the Aggregate Facility B
Commitment, including any amendment, modification, restatement, renewal or
replacement of such promissory note, (b) any “Facility B Term Note” executed
and delivered pursuant to the Original Credit Agreement or the Existing Credit
Agreement by the Borrower payable to the order of a Lender that is a Facility B
Lender hereunder, including any amendment, modification, restatement, remainder
or replacement of such promissory note (including without limitation a
replacement delivered pursuant to clause (c) below), and (c) in the event that
any Facility B Term Lender requests a Facility B Term Note in accordance with
this Agreement (including without limitation a replacement of a note described
in clause (b) above), a promissory note, satisfactory in form to the
Administrative Agent, executed and delivered by the Borrower payable to the
order of such Facility B Term Lender in the amount of its Facility B
Commitment, including any amendment, modification, restatement, renewal or
replacement of such promissory note.



     “Facility B Term Pro Rata Share” means, at any time for any Facility B
Term Lender, the ratio that the outstanding principal balance of its Facility
B Term Loans bears to the aggregate principal balance of all Facility B Term
Loans.



     “Facility B Termination Date” means May 25, 2005, or such later date, if
any, to which Facility B Termination Date is extended pursuant to Section
2.19, subject, however, to earlier termination in whole of the Aggregate
Facility B Commitment pursuant to the terms of this Agreement.



     “Facility Increase” is defined in Section 2.18(a).



     “Facility Letter of Credit” means (a) each of the Existing Letters of
Credit and (b) a Letter of Credit issued by an Issuer pursuant to Section
2.21.



     “Facility
Letter of Credit Fee” is defined in Section 2.21(f).



     “Facility Letter of Credit Fee Rate” means a rate per annum equal to the
Applicable Margin with respect to Eurodollar Rate Loans in effect from time to
time during the term of any Facility Letter of Credit.



     “Facility Letter of Credit Obligations” means, as at the time of
determination thereof, without duplication, an amount equal to the sum of (a)
the aggregate of the amount then available for drawing under each of the
Facility Letters of Credit, (b) the face amount of all outstanding drafts on
Facility Letters of Credit, which drafts have been honored by the applicable
Issuer, (c) the aggregate amount of all Reimbursement Obligations at such time
and (d) the face amount of all Facility Letters of Credit requested by the
Borrower but not yet issued (unless the request for an unissued Facility
Letter of Credit has been denied or revoked).



     “Facility Termination Date” means (a) with respect to Facility A, the
Facility A Termination Date and (b) with respect to Facility B, the Facility B
Termination Date.



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     “Federal Funds Effective Rate” means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
which is a Business Day, the average of the quotations at approximately 10:00
a.m. (Chicago time) on such day on such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by the Administrative Agent in its sole discretion.



     “Fee Letter” means that certain letter dated April 27, 2004 from BOCM and
the Administrative Agent to the Borrower, and accepted by the Borrower on
April 27, 2004.



     “Finished Lot” means a parcel of Entitled Land which satisfies the
requirements for Land Under Development and in which the owner (including any
prior owner) thereof has invested 85% or more of the cost to complete the
Improvements thereon, and which constitutes a valid, legally subdivided lot
within the meanings of the applicable laws of the states, county and/or
municipality within which it is located, and other requirements governing the
subdivision of land and constitutes a lot reflected on a duly recorded plat,
subdivision map or parcel map in compliance with the requirements of all
applicable laws and other requirements governing the subdivision of land and
approved by the appropriate Governmental Authority.



     “Fitch” means Fitch Investors Service, L.P. or any Person succeeding to
the securities rating business of such company.



     “Floating Rate” means, for any day, a rate per annum equal to the
Alternate Base Rate for such day.



     “Floating Rate Advance” means an Advance which bears interest at the
Floating Rate.



     “Floating Rate Loan” means a Loan which bears interest at
the Floating Rate.



     “GAAP” means United States generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting profession
as in effect as of the Agreement Date, applied on a consistent basis from time
to time.



     “Governmental Authority” means any foreign governmental authority, the
United States of America, any state of the United States of America and any
subdivision of any of the foregoing, and any agency, department, commission,
board, authority or instrumentality, bureau or court having jurisdiction over
the Lender, the Borrower, any Subsidiaries of the Borrower or any of their
respective properties.



     “Guarantor” means a Subsidiary of the Borrower which has executed a
Guaranty prior to the Closing Date and each Subsidiary of the Borrower that
executes a Guaranty (including, if applicable, a Supplemental Guaranty) on or
after the Closing Date.





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     “Guaranty” means each of those certain guaranties executed prior to the
Closing Date pursuant to the Original Credit Agreement or the Existing Credit
Agreement by Subsidiaries of the Borrower, and each of those certain
guaranties (including, if applicable, a Supplemental Guaranty) executed on the
Closing Date or from time to time after the Closing Date by Subsidiaries of
the Borrower, in substantially the form of Exhibit E hereto, in each case in
favor of the Administrative Agent, for the benefit of the Lenders, as any such
guaranties may be amended, restated, supplemented (including by delivery of a
Supplemental Guaranty) or otherwise modified from time to time.



     “Hazardous Substances” means any toxic or hazardous wastes, pollutants or
substances, including, without limitation, asbestos, PCBs, petroleum products
and by-products, substances defined or listed as “hazardous substances” or
“toxic substances” or similarly identified in or pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. § 9061 et seq., hazardous materials identified in or pursuant to the
Hazardous Materials Transportation Act 49 U.S.C. § 1802 et seq., hazardous
wastes identified in or pursuant to The Resource Conservation and Recovery Act,
42 U.S.C. § 6901 et seq., any chemical substance or mixture regulated under the
Toxic Substance Control Act of 1976, as amended, 15 U.S.C. § 2601 et seq., any
“toxic pollutant” under the Clean Water Act, 33 U.S.C. § 466 et seq., as
amended, any hazardous air pollutant under the Clean Air Act, 42 U.S.C. § 7401
et seq., and any hazardous or toxic substance or pollutant regulated under any
other applicable federal, state or local Environmental Laws.



     “Hedging Obligations” of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (a) any and all
agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, commodity prices,
exchange rates or forward rates applicable to such party’s assets, liabilities
or exchange transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants, and (b) any and all
cancellations, buy backs, reversals, terminations or assignments of any of the
foregoing.



     “Housing Unit” means a residential housing unit owned by a Loan Party
that is (or, upon completion of construction thereof, will be) available for
sale.



     “Housing Unit Closing” means a closing of the sale of a Housing Unit by a
Loan Party to a bona fide purchaser for value that is not an Affiliate of a
Loan Party.



     “Housing Unit Under Contract” means a Housing Unit owned by a Loan Party
as to which such Loan Party has a bona fide contract of sale, in a form
customarily employed by such Loan Party and reasonably satisfactory to the
Administrative Agent, entered into not more than 15 months prior to the date
of determination with a Person who is not an Affiliate of a Loan Party, under
which contract no defaults then exist; provided, however, that in the case of
any Housing Unit the purchase of which is to be financed in whole or in part
by a loan insured by the Federal Housing Administration or guaranteed by the
Veterans Administration, the minimum down payment shall be the amount (if any)
required under the rules of the relevant agency.





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     “Improvements” means on and off-site development work, including but not
limited to filling to grade, main water distribution and sewer collection
systems and drainage system installation, paving, and other improvements
necessary for the use of residential dwelling units and as required pursuant
to development agreements which may have been entered into with Governmental
Authorities.



     “Indebtedness” of any Person means, without duplication, (a) all
liabilities and obligations, contingent or otherwise, of such Person, (i) in
respect of borrowed money (whether or not the recourse of the lender is to the
whole of the assets of such Person or only to a portion thereof), (ii)
evidenced by bonds, notes, debentures or similar instruments, (iii)
representing the balance deferred and unpaid of the purchase price of any
property or services, except those incurred in the ordinary course of its
business that would constitute ordinarily a trade payable to trade creditors
(but specifically excluding from such exception the deferred purchase price of
Real Estate), (iv) evidenced by bankers’ acceptances, (v) consisting of
obligations, whether or not assumed, secured by Liens or payable out of the
proceeds or production from property now or hereafter owned or acquired by
such Person, (vi) consisting of Capitalized Lease Obligations (including any
Capitalized Leases entered into as a part of a sale/leaseback transaction),
(vii) consisting of liabilities and obligations under any receivable sales
transactions, (viii) consisting of a Letter of Credit, other than a
Performance Letter of Credit, or a reimbursement obligation of such Person
with respect to any Letter of Credit, (ix) consisting of Hedging Obligations,
(x) consisting of Off-Balance Sheet Liabilities or (xi) consisting of
Contingent Obligations; and (b) obligations of such Person to purchase
Securities or other property arising out of or in connection with the sale of
the same or substantially similar securities or property. With respect to the
Borrower, Indebtedness includes, without limitation of the foregoing, (x) the
Loans and (y) the Borrower’s and any Joint Venture Subsidiary’s pro rata
shares of the Indebtedness of any Joint Venture (excluding any Indebtedness in
which recourse is limited to the Joint Venture, provided that the Borrower’s
or Joint Venture Subsidiary’s Investments in such Joint Venture are excluded
from Consolidated Tangible Net Worth).



     “Interest Coverage Ratio” on any date means the ratio of (a) Consolidated
EBITDA for the four fiscal quarters ended on such date to (b) total
Consolidated Interest Incurred for such fiscal quarters.



     “Interest Period” means a Eurodollar Interest Period.



     “Investment” of a Person means any loan, advance (other than commission,
travel and similar advances to officers and employees made in the ordinary
course of business), extension of credit (other than accounts receivable
arising in the ordinary course of business on terms customary in the trade),
deposit account or contribution of capital by such Person to any other Person
or any investment in, or purchase or other acquisition of, the stock,
partnership interests, membership interests, notes, debentures or other
securities of any other Person made by such Person.



     “Investment Grade Rating” means a senior unsecured public debt rating of
BBB- or higher or Baa3 or higher.



     “Issuance Date” is defined in Section 2.2 l(c)(i)(B).





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     “Issuance Notice” is defined in Section 2.2l(c)(iii).



     “Issuer” means, with respect to each Existing Letter of Credit, the
Issuer thereof identified in Schedule II, and with respect to each Facility
Letter of Credit issued on or after the Closing Date, Bank One or such other
Facility A Lender selected by the Borrower with the approval of the
Administrative Agent, to issue such Facility Letter of Credit, provided such
other Facility A Lender consents to act in such capacity.



     “Joint
Lead Arrangers” means Banc One Capital Markets, Inc. and Deutsche
Bank Securities, Inc.



     “Joint Venture” means a joint venture (whether in the form of a
corporation, a partnership, limited liability company or otherwise) (a) to
which the Borrower or a Joint Venture Subsidiary is or becomes a party (other
than the tenancies in common listed in Schedule III annexed hereto), (b)
whether or not Borrower is required to consolidate the joint venture in its
financial statements in accordance with GAAP, and (c) in which the Borrower or
any Joint Venture Subsidiary has or will have a total investment exceeding
$25,000 or which has total assets plus contingent liabilities exceeding
$100,000. For the purposes of this definition, the Borrower’s or Joint Venture
Subsidiary’s investment in a joint venture shall be deemed to include any
Securities of the joint venture owned by the Borrower or any Joint Venture
Subsidiary, any loans, advances or accounts payable to the Borrower or any
Joint Venture Subsidiary from the joint venture, any commitment, arrangement
or other agreement by the Borrower or any Joint Venture Subsidiary to provide
funds or credit to the joint venture and the Borrower’s or Joint Venture
Subsidiary’s share of the undistributed profits of the joint venture.



     “Joint Venture Subsidiary” means a Subsidiary of the Borrower which is a
partner, shareholder or other equity owner in a Joint Venture which is not a
Loan Party.



     “Land Under Development” means Entitled Land upon which construction of
Improvements has commenced but not been completed and for which: (a) to the
extent required, a performance bond, surety or other security has been issued
to and in favor of and unconditionally accepted by each local agency and all
relevant Governmental Authorities, including any municipal utility district in
which the Real Estate is situated with regard to all work to be performed
pursuant to each and all of said subdivision improvement agreements or other
agreements; (b) all necessary plans have been approved by all relevant
Governmental Authorities for the installation of any and all Improvements
required to be installed upon such Real Estate; (c) all necessary permits have
been issued for the installation of said Improvements; and (d) utility services
necessary for construction of Improvements and residential dwelling units and
the operation thereon for the purpose intended will be available to such Real
Estate upon completion of the Improvements and there exists a binding
obligation on the part of each and every utility company to deliver necessary
utility services to such Real Estate.



     “Lenders” means the lending institutions listed on the signature pages of
this Agreement and the respective successors and permitted assigns of such
lending institutions.



     “Lending Installation” means, with respect to a Lender or the
Administrative Agent, any office, branch, subsidiary or affiliate of such
Lender or the Administrative Agent.





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     “Letter of Credit” of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.



     “Letter of Credit Collateral Account” is defined in Section 2.2 l(h).



     “Letter of Credit Commitment” means, for each Facility A Lender, the
obligation of such Facility A Lender to participate in Facility Letters of
Credit in an amount not exceeding the lesser of (a) its Facility A Pro Rata
Share of the Aggregate Letter of Credit Commitment or (b) its Facility A Pro
Rata Share of the Unused Commitment for Facility A.



     “Letter
of Credit Request” is defined in Section 2.2 l(c)(i).



     “Leverage Ratio” means a fraction (expressed as the percentage
equivalent), the numerator of which is the sum of (i) all Consolidated
Indebtedness, less (ii) the lesser of (A) $300,000,000 and (B) unrestricted
cash of the Loan Parties in excess of $15,000,000, and the denominator of
which is the sum of (x) all Consolidated Indebtedness and (y) the Adjusted
Consolidated Tangible Net Worth.



     “Lien” means any lien (statutory or other), mortgage (including, without
limitation, purchase money mortgages), pledge, hypothecation, assignment,
deposit arrangement, encumbrance or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or lessor under any
conditional sale, Capitalized Lease or other title retention agreement or any
financing lease having substantially the same economic effect as any of the
foregoing) and, in the case of Securities, any purchase option, call or
similar right of any Person (other than the issuer of such Securities) with
respect to such Securities.



     “LNR” means LNR Property Corporation, a Delaware corporation, and its
successors.



     “Loan” means a Facility A Loan, Swing Line Loan, Facility B Revolver Loan
or Facility B Term Loan as applicable.



     “Loan Documents” means (a) this Agreement, the Facility A Notes, the
Swing Line Note, the Facility B Revolver Notes, the Facility B Term Notes, the
Guaranties, and (if and when delivered) the Mortgage Banking Subsidiaries Note
Pledge Agreement and (b) any and all other instruments or documents delivered
or to be delivered by the Loan Parties pursuant hereto or pursuant to any of
the other documents described in clause (a) above, as such documents in clause
(a) or (b) may be amended or modified and in effect from time to time.



     “Loan Parties” means the Borrower and the Guarantors (including any
Subsidiary that executes and delivers a Guaranty after the Closing Date);
“Loan Party” means any of the Loan Parties.



     “LTV Maintenance Agreement” means a guaranty or other agreement entered
into by the Borrower or another Loan Party, for the benefit of the holder of
any secured Indebtedness of a Person that is not a Loan Party, to maintain a
specified loan-to-value ratio with respect to the Real Estate that secures such
Indebtedness. For purposes of determining the amount of





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     Consolidated Indebtedness under this Agreement and for purposes of Section
7.03(e) of this Agreement, the aggregate amount of the Contingent Obligations
under all LTV Maintenance Agreements shall equal the amount (if any) by which
(a) the sum of the LTV Maintenance Exposure with respect to all LTV
Maintenance Agreements for which the LTV Maintenance Exposure is positive
exceeds (b) the sum of the LTV Maintenance Exposure with respect to all LTV
Maintenance Agreements for which the LTV Maintenance Exposure is negative.



     “LTV Maintenance Exposure” means, with respect to any LTV Maintenance
Agreement, the amount (whether positive or negative) equal to (a) the amount of
the Indebtedness with respect to which the LTV Maintenance Agreement is
delivered exceeds (b) the product of (i) the book value of the Real Estate
securing such Indebtedness (or such lesser value as is provided in or
determined under the agreements governing such Indebtedness) and (ii) a
percentage equal to the lesser of (A) the loan-to-value ratio (stated as a
percentage) that the Borrower or such other Loan Party agrees to maintain under
the applicable LTV Maintenance Agreement and (B) sixty percent (60%); provided,
however, if the Borrower and other Loan Parties are liable severally but not
jointly and severally with one or more other obligors under the LTV Maintenance
Agreement, the amount (whether positive or negative) of the Contingent
Obligation in respect of such LTV Maintenance Agreement shall be the product of
(x) the amount determined as set forth above and (y) the maximum percentage of
the aggregate liability under such LTV Maintenance Agreement with respect to
which Borrower and any other Loan Parties are liable.



     “Material Adverse Effect” means a material adverse effect on (a) the
business, properties, assets, condition (financial or otherwise), results of
operations, or prospects of (i) the Loan Parties, taken as a whole, or (ii) if
so specified, the Borrower or any Guarantor, (b) the ability of any Loan Party
to perform any of its obligations under the Loan Documents, or (c) the validity
or enforceability of any of the Loan Documents or the rights or remedies of the
Administrative Agent or the Lenders thereunder.



     “Merger” means the merger of Old U.S. Home into New U.S. Home (then known
as Len Acquisition Corporation) on or about the Original Closing Date.



     “Moody’s” means Moody’s Investors Service, Inc. or any Person succeeding
to the securities rating business of such company.



     “Monthly Payment Date” means the first Business Day of each calendar
month, commencing in June, 2004.



     “Mortgage” means any mortgage, deed of trust or other security deed in
Real Estate, or in rights or interests, including leasehold interests, in Real
Estate.



     “Mortgage Banking Subsidiaries Adjusted Net Worth” means, at any date,
the Net Worth of the Mortgage Banking Subsidiaries on a consolidated basis as
determined in accordance with GAAP (including in the assets used to determine
Net Worth the amount of the Capitalized Mortgage Servicing as of such date),
less the amount of all goodwill and other assets that are properly classified
as “intangible assets” at such date in accordance with GAAP.



     “Mortgage Banking Subsidiaries Note” means the promissory note dated May
24, 2002, in the principal amount of $300,000,000, executed by the Mortgage
Banking Subsidiaries as joint





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makers payable to the order of the Borrower and each Guarantor that lends
funds to any of the Mortgage Banking Subsidiaries, held by the Administrative
Agent pursuant to Section 6.09.




     “Mortgage Banking Subsidiaries Note Pledge Agreement” is defined in
Section 8.02(b)(i), and includes any amendment, supplement, restatement or
other modification of such agreement.



     “Mortgage Banking Subsidiary” means a Subsidiary of the Borrower which is
engaged or hereafter engages in the mortgage banking business, including the
origination, servicing, packaging and/or selling of mortgages on residential
single- and multi-family dwellings and/or commercial property, and in any
event shall include AFSI, UAMC, UAMC Asset Corp. II, Universal American
Mortgage Corporation of California and Eagle Home Mortgage, Inc.



     “Multiemployer Plan” means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.



     “Net Book Value” means, with respect to an asset owned by a Loan Party,
the gross investment of such Loan Party in the asset, less all reserves
(including loss reserves and reserves for depreciation) attributable to that
asset, all determined in accordance with GAAP consistently applied, including,
in the case of Unimproved Entitled Land, any unamortized land credits.



     “Net Housing Unit Proceeds” means, in connection with the sale of any
Housing Unit by a Loan Party, the gross sales price less (a) all bona fide
prorations and adjustments to the sales price required to be made pursuant to
the terms of the sales contract and (b) the aggregate amount of bona fide
closing costs due to any Person, provided that if such closing costs are due
to an Affiliate of a Loan Party, such costs comply with Section 7.12.



     “Net Worth” means, at any date, with respect to any Person the amount of
consolidated stockholders’ equity of such Person and its consolidated
Subsidiaries as shown on its balance sheet as of such date in accordance with
GAAP.



     “New Revolver Lender” means either a Facility A Lender, a Facility B
Revolver Lender or an Eligible Assignee, in each case approved by the Borrower
and the Administrative Agent, that agrees to become a Facility A Lender or a
Facility B Revolver Lender or that agrees to increase its Facility A
Commitment or its Facility B Commitment, in accordance with the provisions of
Section 2.18.



     “New U.S. Home” means U.S. Home Corporation (formerly known as Len
Acquisition Corporation), a Delaware corporation.



     “Non-Consenting Facility A Lender” is defined in Section
2.26.



     “Non-Consenting Facility B Lender” is defined in
Section 2.19(a).



     “Non-Recourse Indebtedness” means Indebtedness of a Loan Party for which
its liability is limited to the Real Estate upon which it grants a Lien to the
holder of such Indebtedness as security for such Indebtedness, but only to the
extent that the amount of such Indebtedness does





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not exceed such Loan Party’s original cost of purchase of such Real Estate or
the most current appraised value of such Real Estate.




     “Notes” means, collectively, the Facility A Notes, the Swing Line Note,
the Facility B Revolver Notes, and the Facility B Term Notes, and “Note” means
any one of the Notes.



     “Obligations” means all Loans, Facility Letter of Credit Obligations,
advances, debts, liabilities, obligations, covenants and duties owing by any
Loan Party to the Administrative Agent, any Lender, the Swing Line Bank, the
Joint Lead Arrangers, any Affiliate of the Administrative Agent or any Lender,
any Issuer or any Person entitled to indemnification by any Loan Party under
this Agreement or any other Loan Document, of any kind or nature, present or
future, arising under this Agreement or any other Loan Documents, whether or
not evidenced by any note, guaranty or other instrument, whether or not for
the payment of money, whether arising by reason of an extension of credit,
loan, guaranty, indemnification, or in any other manner, whether direct or
indirect (including those acquired by assignment), absolute or contingent, due
or to become due, now existing or hereafter arising and however acquired. The
term includes, without limitation, all Facility A Obligations and Facility B
Obligations, all interest, charges, expenses, fees, reasonable attorneys’ fees
and disbursements, reasonable paralegals’ fees and any other sum chargeable to
any Loan Party under this Agreement or any other Loan Document.



     “Off-Balance Sheet Liabilities” of a Person means (a) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to accounts or notes receivable sold by such Person or any of its Subsidiaries,
(b) any liability of such Person or any of its Subsidiaries under any financing
lease, any synthetic lease (under which all or a portion of the rent payments
made by the lessee are treated, for tax purposes, as payments of interest,
notwithstanding that the lease may constitute an operating lease under GAAP) or
any other similar lease transaction, or (c) any obligations of such Person or
any of its Subsidiaries arising with respect to any other transaction which is
the functional equivalent of or takes the place of borrowing and which has an
actual or implied interest component but which does not constitute a liability
on the consolidated balance sheets of such Person and its Subsidiaries.



     “Old U.S. Home” means U.S. Home Corporation, a Delaware corporation,
which was merged into New U.S. Home (then known as Len Acquisition
Corporation) on or about the Original Closing Date.



     “Old U.S. Home Debt Issues” means the debt Securities issued by Old U.S.
Home prior to the Merger in connection with the 8.25% Senior Notes due 2004.



     “Original
Closing Date” means May 3, 2000.




     “Original Credit Agreement” means that certain Credit Agreement dated as
of May 3, 2000 among the Borrower, certain of the Lenders (and certain other
lenders), and the Administrative Agent, which Credit Agreement was amended and
restated in its entirety by that certain Amended and Restated Credit Agreement
dated as of May 24, 2002 among the Borrower, certain Lenders (and certain other
lenders), and the Administrative Agent, as amended by First Amendment to
Amended and Restated Credit Agreement dated as of February 28, 2003.






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     “Participants” is defined in Section 12.02.




     “PBGC” means the Pension Benefit Guaranty Corporation, or any successor
thereto.



     “Performance Letter of Credit” means a Letter of Credit issued to a
Governmental Authority or a quasi-governmental agency to insure the completion
by a Loan Party of a development of land improvements or to insure payment by
a Loan Party of escrow accounts.



     “Permitted Liens” means (a) Liens existing on the date of this Agreement
and described on Schedule IV hereto; (b) Liens imposed by governmental
authorities for taxes, assessments or other charges not yet subject to penalty
or which are being contested in good faith and by appropriate proceedings, if
adequate reserves with respect thereto are maintained on the books of the
Borrower in accordance with GAAP; (c) statutory liens of carriers,
warehousemen, mechanics, materialmen, landlords, repairmen or other like Liens
arising by operation of law in the ordinary course of business provided that
(i) the underlying obligations are not overdue for a period of more than 30
days or (ii) such Liens are being contested in good faith and by appropriate
proceedings and adequate reserves with respect thereto are maintained on the
books of the Borrower in accordance with GAAP; (d) Liens securing the
performance of bids, trade contracts (other than borrowed money), leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business; (e)
easements, rights-of-way, zoning restrictions, assessment district or similar
Liens in connection with municipal financing, and similar restrictions,
encumbrances or title defects which, singly or in the aggregate, do not hi any
case materially detract from the value of the Real Estate subject thereto (as
such Real Estate is used by the Borrower or any of its Subsidiaries) or
interfere with the ordinary conduct of the business of the Borrower or any of
its Subsidiaries; (i) Liens arising by operation of law in connection with
judgments, only to the extent, for an amount and for a period not resulting in
a default with respect thereto; (g) pledges or deposits made in the ordinary
course of business in connection with workers’ compensation, unemployment
insurance and other types of social security legislation; (h) Liens securing
Indebtedness of a Person existing at the tune such Person becomes a Subsidiary
or is merged with or into the Borrower or a Subsidiary or Liens securing
Indebtedness incurred in connection with an acquisition of Real Estate,
provided that (1) such Liens were in existence prior to the date of such
acquisition, merger or consolidation, were not incurred in anticipation
thereof, and do not extend to any other assets or (2) such Liens are granted to
the seller of such Real Estate to secure the purchase price therefor; (i) Liens
securing Indebtedness incurred to refinance any Indebtedness that was
previously so secured and permitted hereunder (which refinancing Indebtedness
may exceed the amount refinanced, provided such refinancing Indebtedness is
otherwise permitted under this Agreement) in a manner no more adverse to the
Lenders than the terms of the Liens securing such refinanced Indebtedness,
provided, however, that, Liens securing refinancing of the Indebtedness held by
the REIT Subsidiary (as described in clause (j) below) shall not be permitted;
and (j) mortgages, deeds of trust and other similar instruments granted by any
Loan Party to the REIT Subsidiary and held by the REIT Subsidiary as security
for Indebtedness of such Loan Party to the REIT Subsidiary, provided that (i)
the REIT Subsidiary is a Guarantor, (ii) such mortgages, deeds of trust and
similar instruments are in a form reasonably approved by Administrative Agent
and are not recorded or filed in any real property records or other public or
official records and (iii) the REIT Subsidiary executes and delivers to
Administrative Agent an agreement reasonably satisfactory to Administrative
Agent subordinating to the Obligations, the





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REIT Subsidiary’s rights, liens and claims against the Borrower and the other
Loan Parties, together with certified resolutions, opinions of counsel and
other supporting documentation with respect to such subordination reasonably
satisfactory to Administrative Agent.




     “Person” means any natural person, corporation, firm, enterprise, trust,
association, company, partnership, limited liability company, joint venture or
other entity or organization, or any government or political subdivision or
any agency, department, or instrumentality thereof.



     “Plan” means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of
the Code as to which the Borrower or any member of the Controlled Group may
have any liability.



     “Pricing Grid” means the pricing grid attached hereto as Exhibit F.



     “Prime Rate” means the rate per annum equal to the prime rate of interest
announced by Bank One from time to time as its “prime rate” (it being
acknowledged that such announced prime rate may not necessarily be the lowest
rate charged by Bank One to any of its customers), changing when and as said
prime rate changes.



     “Project” means a parcel of Real Estate owned by a Loan Party which is to
be developed or sold as part of a common scheme.



     “Pro Rata Share” means, for each Lender at any time, the ratio that (i)
the sum of the aggregate amount of such Lender’s Facility A Commitment,
Facility B Commitment, and the outstanding balance of such Lender’s Facility B
Term Loans bears to (ii) the sum of the Aggregate Facility A Commitment, the
Aggregate Facility B Commitment and the outstanding principal balance of all
Facility B Term Loans, all as determined at such time.



     “Qualified Finished Lots” means, at any date, the sum of (a) the Net Book
Value of Finished Lots that are under a bona fide contract for sale by a Loan
Party to a Person that is not an Affiliate of a Loan Party and (b) the lesser

of (i) the product of (A) the total number of Housing Units with respect to
which the Loan Parties entered into such contracts during the period of six
consecutive calendar months most recently ended at such date, provided that
Housing Units shall include housing units of entities that were acquired and
became Loan Parties during the applicable period, multiplied by (B) the average
Net Book Value of all Finished Lots as of the end of such six-month period and
(ii) an amount equal to 40% of Adjusted Consolidated Tangible Net Worth at such
date.



     “Quarterly Payment Date” means the first Business Day of each January,
April, July and October, commencing in July, 2004.



     “Rating Agency” means any one of Fitch, Moody’s or S&P.



     “Real Estate” means land, rights in land and interests therein
(including, without limitation, leasehold interests), and equipment,
structures, improvements, furnishings, fixtures and buildings (including a
mobile home of the type usually installed on a developed site) located on or
used in connection with land, rights in land or interests therein (including
leasehold interests), but shall not include Mortgages or interests therein.





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     “Real Estate Business” means homebuilding, housing construction, home
sales, real estate development or construction, a plant/tree nursery for
landscaping of Housing Units, and related real estate activities, including
the provision of mortgage financing, title insurance and other goods and
services to home buyers, home owners and other occupants of homes, including
without limitation, cable TV services, home security, home design, broadband
communications and other communications services and home office support
services.



     “Recent Balance Sheet” is defined in
Section 4.05.



     “Register” is defined in
Section 13.07.



     “Regulation D” means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor
thereto or other regulation or official interpretation of said Board of
Governors relating to reserve requirements applicable to member banks of the
Federal Reserve System.



     “Regulation U” means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or
other regulation or official interpretation of said Board of Governors
relating to the extension of credit by banks for the purpose of purchasing or
carrying margin stocks applicable to member banks of the Federal Reserve
System.



     “Reimbursement Obligations” means at any time, the aggregate of the
Obligations of the Borrower to the Facility A Lenders, the Issuers and the
Administrative Agent in respect of all unreimbursed payments or disbursements
made by the Facility A Lenders, the Issuers and the Administrative Agent under
or in respect of the Facility Letters of Credit.



     “REFT Subsidiary” means a corporation or business trust that the Borrower
has caused or may hereafter cause to be organized as an indirect Subsidiary of
the Borrower and that elects to be treated as a “qualified real estate
investment trust” in accordance with Section 856 of the Code, the business
purpose of which Subsidiary is to centralize the internal financing of the
Borrower’s real estate development and construction activities.



     “Replacement Lender” is defined in Section 2.27.



     “Reportable Event” means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of
ERISA shall be a Reportable Event regardless of the issuance of any such
waiver of the notice requirement in accordance with either Section 4043(a) of
ERISA or Section 412(d) of the Code.



     “Repurchase Guaranty” means a guaranty by Borrower or any other Loan Party
of the obligations of any Mortgage Banking Subsidiary (i) as seller under an
agreement for the sale of mortgage loans to a special purpose entity in
connection with the securitization of such mortgage loans and (ii) as servicer
of such mortgage loans following such sale, provided, however, that





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such obligations shall not include any guaranty of the obligations of any
obligor under any mortgage loan.




     “Required Lenders” means, subject to the provisions of Section 13.06(c),
Lenders whose Pro Rata Shares, in the aggregate, are greater than 66-2/3%;
provided, however, that if all of the Commitments have been terminated
pursuant to the terms of this Agreement, “Required Lenders” means Lenders
whose aggregate ratable shares (stated as a percentage) of the aggregate
outstanding principal balance of all Loans and Facility Letter of Credit
Obligations are greater than 66-2/3%.



     “Reserve Requirement” means, with respect to a Eurodollar Interest
Period, the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves) which is imposed under Regulation D
on Eurocurrency liabilities.



     “Revolver Increase” is defined in Section 2.18(a).



     “Section” means a numbered section of this Agreement, unless another
document is specifically referenced.



     “Securities” of any Person means equity securities and debt securities
and any other instrument commonly understood to be a security issued by that
Person.



     “Securities Act” is defined in Section 6.04(j).



     “Significant Joint Venture” means a Joint Venture of the Borrower which
has total assets that exceed an amount equal to 21⁄2% of the total assets of
the Borrower and its Subsidiaries on a consolidated basis as of the end of the
most recently completed fiscal quarter.



     “Significant Subsidiary” means a Subsidiary of the Borrower which meets
any of the following conditions:



     (a) such Subsidiary is a direct Subsidiary of the Borrower; or



     (b) the
total assets of such Subsidiary exceed an amount equal to 21⁄2% of
the total
assets of the Borrower and its Subsidiaries on a consolidated basis as of
the end of the most
recently completed fiscal quarter.



     “Single Employer Plan” means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw
Hill Companies, Inc., or any Person succeeding to the securities rating
business of such company.



     “Subordinated Debt” means any Indebtedness of the Borrower which by its
terms is subordinated, in form and substance and in a manner satisfactory to
the Administrative Agent, in time and right of payment to the prior payment in
full of the Obligations, but which in any event matures not earlier than twelve
months after the latest of the Facility A Termination Date and Facility B
Termination Date.






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     “Subsidiary” of a Person means (a) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or
more of its Subsidiaries or by such Person and one or more of its
Subsidiaries, or (b) any partnership, limited liability company, association,
joint venture or similar business organization more than 50% of the ownership
interests having ordinary voting power of which shall at the time be so owned
or controlled.



     “Supplemental Guaranty” means a “Supplemental Guaranty” in the form
provided for and as defined in the Guaranty delivered pursuant to the Existing
Credit Agreement, or (if applicable) the form of Guaranty attached hereto as
Exhibit E.



     “Swing Line Bank” means Bank One or any other Facility A Lender as a
successor Swing Line Bank.



     “Swing Line Commitment” means the obligation of the Swing Line Bank to
make Swing Line Loans up to a maximum of $75,000,000 at any one time
outstanding.



     “Swing Line Loan” means a Loan made available to the Borrower by the
Swing Line Bank pursuant to Section 2.04 hereof.



     “Swing Line Note” means the promissory note executed by the Borrower
pursuant to the Existing Credit Agreement payable to the order of the Swing
Line Bank in the amount of the Swing Line Commitment, including any amendment,
modification, renewal, restatement or replacement of such note.



     “Syndication Agent” means Deutsche Bank Trust Company
Americas.



     “Term Out Notice” is defined in Section
2.20(a).



     “Transferee” is defined in Section 12.03 (c).



     “Type” means, with respect to any Advance, its nature as a Floating Rate
Advance or Eurodollar Rate Advance.



     “UAMC” means Universal American Mortgage Company, LLC.



     “Unfunded Liabilities” means the amount (if any) by which the present
value of all vested nonforfeitable benefits under all Single Employer Plans
exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans.



     “Unimproved Entitled Land” means Entitled Land upon which no Improvements
have been commenced.



     “Unmatured Default” means an event, act or condition which but for the
lapse of time or the giving of notice, or both, would constitute an Event of
Default.






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     “Unused Commitment” means, at any date, (i) with respect to each Facility
A Lender, the amount by which its Facility A Commitment exceeds the sum of the
outstanding balance of its Facility A Loans and its Facility A Pro Rata Share
of the aggregate amount then available for drawing under the Facility Letters
of Credit and (ii) with respect to each Facility B Revolver Lender, the amount
by which its Facility B Commitment exceeds the outstanding principal balance
of its Facility B Revolver Loans.



     “Wholly-Owned Subsidiary” of a Person means (i) any Subsidiary all of the
outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, association, joint
venture or similar business organization 100% of the ownership interests
having ordinary voting power of which shall at the time be so owned or
controlled.







     SECTION 1.02. Computation of Time Periods. For the purposes
of this
Agreement, in the computation of periods of time from a specified date to a
later specified date, the word “from” means “from and including”, the words
“to” and “until” each means “to but excluding” and the word “through” means
“to and including”.







     SECTION 1.03. Accounting Terms.




     (a) All accounting terms used and not specifically defined herein shall be
construed in accordance with GAAP. All references herein to GAAP shall be deemed
to refer to those
principles; provided, however, that notwithstanding the requirements
imposed by GAAP which
require the consolidation of the operations of the Mortgage Banking
Subsidiaries with the
operations of the Borrower, for the purposes of the calculations set forth
in Article VII hereof,
the operations of such Subsidiary shall be so included only as
specifically provided for herein.



     (b) In the event that the Borrower shall acquire, pursuant to a
transaction permitted
under this Agreement, all of the equity Securities of a corporation (the
“Acquired Company”)
which have ordinary voting power for the election of directors of the
Acquired Company and,
provided that (i) the Borrower shall have furnished to the Administrative
Agent, and the
Administrative Agent shall have approved (A) consolidated balance sheets
and related
consolidated statements of earnings, stockholders’ equity and cash flows
of the Acquired
Company for the most recently concluded fiscal year of the Acquired
Company, prepared in
accordance with GAAP consistently applied and audited and reported upon by
a firm of
independent certified public accountants of recognized standing acceptable
to the Administrative
Agent (such audit to be unqualified) and (B) for any quarters of the next
succeeding fiscal year
that are concluded as of the date of such Acquisition, a consolidated
balance sheet of the
Acquired Company as of the end of the most recent quarter, and the related
consolidated
statement of earnings and cash flows of the Acquired Company for the
period from the
beginning of the current fiscal year to the end of that quarter, all
prepared in accordance with
GAAP consistently applied, unaudited but certified to be true and
accurate, subject to normal
year-end audit adjustments, by the chief financial officer of the Acquired
Company and (ii) the
Acquired Company shall either become or be merged into a Guarantor
hereunder, then, from and
after such Acquisition, the Borrower shall include in the determination of
Consolidated
EBITDA, Consolidated Interest Expense, Consolidated Interest Incurred and
Consolidated Net





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Income, for any applicable period for which such amounts are to be determined
pursuant to this Agreement, such Acquired Company as if such Acquired Company
had been a Loan Party during such period.








ARTICLE II




THE CREDITS








     SECTION 2.01. Facility A Commitment.




     (a) Commitment. On and after the Closing Date and prior to the Facility
A
Termination Date, upon the terms and conditions set forth in this
Agreement and in reliance upon
the representations and warranties of the Borrower herein set forth, each
Facility A Lender
severally agrees to make Facility A Advances to the Borrower from time to
time in amounts not
to exceed in the aggregate at any one time outstanding the amount of its
Facility A Commitment,
provided that (i) in no event may the aggregate principal amount of all
outstanding Facility A
Advances exceed the Aggregate Facility A Commitment and (ii) in no event
may the sum of the
aggregate principal amount of all outstanding Facility A Advances, all
outstanding Swing Line
Loans and the Facility Letter of Credit Obligations exceed the
Aggregate Facility A
Commitment. Subject to the terms of this Agreement, the Borrower may
borrow, repay and
reborrow under Facility A at any time prior to the Facility A Termination
Date. The Facility A
Commitments to lend hereunder shall expire on the Facility A Termination
Date.



     (b) Letter of Credit Commitment. On and after the Closing Date and prior
to the
Facility A Termination Date, each Facility A Lender severally agrees, on
the terms and
conditions set forth in this Agreement and in reliance upon the
representations and warranties of
the Borrower herein set forth, to participate in the Existing Letters of
Credit and in other Facility
Letters of Credit issued pursuant to Section 2.21 for the account of the
Borrower; provided that
in no event may the aggregate amount of all Facility Letter of Credit
Obligations exceed the
lesser of (A) the Aggregate Letter of Credit Commitment and (B) an amount
equal to the
Aggregate Facility A Commitment minus the sum of all outstanding Facility
A Advances and all
outstanding Swing Line Loans.



     (c) Advances and Participations Pro Rata. Facility A Advances hereunder
shall be
made ratably by the several Facility A Lenders in accordance with their
respective Facility A Pro
Rata Shares. Participations in Facility Letters of Credit hereunder
shall be ratable among the
several Facility A Lenders in accordance with their respective Facility A
Pro Rata Shares.



     (d) Maturity. All Facility A Obligations shall be due and payable by the
Borrower on
the Facility A Termination Date unless such Facility A Obligations shall
sooner become due and
payable pursuant to Section 9.02 or as otherwise provided in this Agreement.







     SECTION 2.02. Facility B Commitment.



     (a) Commitments. On and after the Closing Date and prior to the Facility
B Termination Date, upon the terms and conditions set forth in this Agreement
and in reliance upon the representations and warranties of the Borrower herein
set forth, each Facility B Revolver Lender severally agrees to make Facility B
Revolver Advances to the Borrower from time to





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time in amounts not to exceed in the aggregate at any one time outstanding the
amount of its Facility B Commitment, provided that in no event may the
aggregate principal amount of all outstanding Facility B Revolver Advances
exceed the Aggregate Facility B Commitment. Subject to the terms of this
Agreement, the Borrower may borrow, repay and reborrow under Facility B at any
time prior to the Facility B Termination Date. The Facility B Commitments to
lend hereunder shall expire on the Facility B Termination Date.




     (b) Advances Pro Rata. Facility B Revolver Advances hereunder shall be
made by
the several Facility B Revolver Lenders ratably in accordance with their
respective Facility B
Revolver Pro Rata Shares.



     (c) Maturity. All Facility B Obligations shall be due and payable by the
Borrower on
the Facility B Termination Date except to the extent such Facility B
Obligations are converted to
Facility B Term Loans pursuant to Section 2.19 or Section 2.20 or shall
sooner become due and
payable pursuant to Section 9.02 or as otherwise provided in this
Agreement.







     SECTION 2.03. Intentionally
Omitted.







     SECTION 2.04. Swing Line Loans.



     (a) Swing Line Commitment. In addition to the Advances pursuant to
Sections 2.01
and 2.02, but subject to the terms and conditions of this Agreement
(including but not limited to
those limitations set forth in Section 2.01), the Swing Line Bank agrees
to make the Swing Line
Loans to the Borrower in accordance with this Section 2.04 up to the
amount of the Swing Line
Commitment. Swing Line Loans shall not be limited by the amount of the
Swing Line Bank’s
Facility A Commitment but shall be subject to the limitations set forth in
Section 2.01. Amounts
borrowed under this Section 2.04 may be borrowed, repaid and reborrowed
to, but not including,
the Facility A Termination Date. All outstanding Swing Line Loans shall
bear interest at the
Floating Rate.



     (b) Swing Line Request. The Borrower may request a Swing Line Loan from
the
Swing Line Bank on any Business Day before the Facility A Termination Date
by giving the
Administrative Agent and the Swing Line Bank notice by 1:00 p.m. (Chicago
time) on such
Borrowing Date specifying the aggregate amount of such Swing Line Loan,
which shall be an
amount not less than $500,000. The Administrative Agent shall promptly
notify each Facility A
Lender of such request.



     (c) Making of Swing Line Loans. The Swing Line Bank shall, no later than
3:00
p.m. (Chicago time) on such Borrowing Date, make the funds for such Swing
Line Loan
available to the Borrower at the Administrative Agent’s address, or at
such other place as
indicated in written money transfer instructions from the Borrower, signed
by an Authorized
Officer.



     (d) Swing Line Note. The Swing Line Loans shall be evidenced by the Swing
Line
Note and each Swing Line Loan shall be paid in full by the Borrower on or
before the earlier of
the fifth Business Day after the Borrowing Date for such Swing Line Loan
or the Facility A
Termination Date.





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     (e) Repayment of Swing Line Loans. The Borrower may at any time pay,
without penalty or premium, all outstanding Swing Line Loans, or, in a minimum
amount of $500,000, any portion of the outstanding Swing Line Loans upon
notice to the Administrative Agent and the Swing Line Bank. In addition, the
Administrative Agent: (i) may at any time in its sole discretion or (ii) shall
on the fifth Business Day after the Borrowing Date for such Swing Line Loan,
require the Facility A Lenders (including the Swing Line Bank) to make a
Facility A Advance at the Floating Rate in an amount up to the amount of Swing
Line Loans outstanding on such date for the purpose of repaying Swing Line
Loans; provided, however, that the obligation of each Facility A Lender to
make any such Advance is subject to the condition that the Swing Line Bank
believed in good faith that all conditions under Section 5.02 were satisfied
at the time the Swing Line Loan was made. If the Swing Line Bank receives
notice from any Facility A Lender that a condition under Section 5.02 has not
been satisfied, no Swing Line Loan shall be made until (A) such notice is
withdrawn by that Facility A Lender or (B) the Required Lenders have waived
satisfaction of any such condition. The Facility A Lenders shall deliver the
proceeds of such Facility A Advance to the Administrative Agent by 12:00 noon
(Chicago time) on the applicable Borrowing Date for application to the Swing
Line Bank’s outstanding Swing Line Loans. Subject to the proviso contained in
the second sentence of this Section 2.04(e), each Facility A Lender’s
obligation to make available its Facility A Pro Rata Share of the Facility A
Advance referred to in this Section shall be absolute and unconditional and
shall not be affected by any circumstances, including without limitation, (1)
any set-off, counterclaim, recoupment, defense or other right which such
Facility A Lender may have against the Swing Line Bank, or anyone else, (2)
the occurrence or continuance of an Event of Default or Unmatured Default, (3)
any adverse change in the condition (financial or otherwise) of the Borrower
or (4) any Event whatsoever. If for any reason a Facility A Lender does not
make available its Facility A Pro Rata Share of the foregoing Facility A
Advance, such Facility A Lender shall be deemed to have unconditionally and
irrevocably purchased from the Swing Line Bank, without recourse or warranty,
an undivided interest and participation in each Swing Line Loan then being
repaid, equal to its Facility A Pro Rata Share of all such Swing Line Loans
being repaid, so long as such purchase would not cause such Facility A Lender
to exceed its Facility A Commitment. If any portion of any amount paid (or
deemed paid) to the Administrative Agent is recovered by or on behalf of the
Borrower from the Administrative Agent in bankruptcy or otherwise, the loss of
the amount so recovered shall be shared ratably among all Facility A Lenders
in accordance with their respective Facility A Pro Rata Shares.







     SECTION 2.05. Types of Advances. The Facility A Advances and Facility B
Advances may be Floating Rate Advances, or Eurodollar Rate Advances, or a
combination thereof, selected by the Borrower in accordance with Section 2.09;
provided, however, that there shall not be more than five Facility A Advances
and five Facility B Advances which are Eurodollar Rate Advances outstanding at
any time.







     SECTION 2.06. Principal Payments.



     (a) Optional Principal Payments. Subject to and except as otherwise
provided in Section 2.06(i), (i) the Borrower may from time to time pay with
respect to any Facility, without penalty or premium, all outstanding Floating
Rate Advances of such Facility, or, in a minimum aggregate amount of $5,000,000
or any integral multiple of $1,000,000 in excess thereof, any portion of the
outstanding Floating Rate Advances of such Facility upon notice to the





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Administrative Agent not later than 10:00 a.m. (Chicago time) on the date of
payment, and (ii) the Borrower may, upon three Business Days’ prior notice to
the Administrative Agent, (A) pay any Eurodollar Advance in full on the last
day of the Interest Period for such Eurodollar Advance, and (B) prepay any
Eurodollar Advance in full prior to the last day of the Interest Period for
such Eurodollar Advance.




     (b) Intentionally Omitted.



     (c) Intentionally Omitted.



     (d) Payments of Mortgage Banking Subsidiaries Note. The Borrower shall
prepay
the principal of the Notes in the amount, and promptly upon its receipt,
of any principal payment
made with respect to the Mortgage Banking Subsidiaries Note from and after
the date the
Administrative Agent is granted a security interest therein pursuant to
Section 8.02; provided,
however, that if the Borrower does not designate which of the Facilities
is to be reduced by such
prepayment, the prepayment shall be applied (as applicable) first to any
outstanding Facility B
Obligations and then to any outstanding Facility A Obligations.



     (e) Reduction of Quarterly Payments. Any payments or prepayments of the
Facility
B Term Loans whether voluntary or otherwise (other than the regularly
scheduled quarterly
payments) shall reduce, on a pro rata basis, the amount of each quarterly
payment thereafter
required to be made to any Facility B Term Lender that received such
payment or prepayment.



     (f) Intentionally Omitted.



     (g) Intentionally Omitted.



     (h) Application of Payments to Facility B. Whenever this Agreement
provides that any payment is to be applied to Facility B but does not specify
that the same shall be applied to the Facility B Revolver Loans or the
Facility B Term Loans, such payment shall be allocated among the Facility B
Revolver Loans and Facility B Term Loans on a pro rata basis, based upon the
amounts thereof (if any) then outstanding.



     (i) Funding Indemnification. The provisions of Section 3.04 shall apply to
any payment or prepayment provided for in this Section 2.06.



     (j) Application of Payments. Unless this Agreement specifically provides
for the application of principal payments to specified Obligations, the
Borrower may, as long as no Event of Default has occurred that is continuing,
direct the Administrative Agent to apply prepayments of the principal amount of
the Obligations against any of the Facilities.







     SECTION 2.07. Commitment Fees; Reductions of Commitments.




     (a) Commitment Fees. The Borrower agrees to pay (i) to the Administrative
Agent for the account of each Facility A Lender a Commitment Fee, at a rate
per annum equal to the Applicable Commitment Fee Rate for Facility A, on the
daily average of such Facility A Lender’s Unused Commitment for Facility A
from the date hereof to and including the Facility A Termination Date, payable
in arrears on each Quarterly Payment Date and on the Facility A





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Termination Date and (ii) to the Administrative Agent for the account of each
Facility B Revolver Lender a Commitment Fee, at a rate per annum equal to the
Applicable Commitment Fee Rate for Facility B, on the daily average of such
Facility B Revolver Lender’s Unused Commitment for Facility B from the date
hereof to and including the Facility B Termination Date, payable in arrears on
each Quarterly Payment Date and on the Facility B Termination Date. All
accrued Commitment Fees with respect to Facility A under this Section 2.07
shall be payable on the effective date of any termination of the obligations
of the Facility A Lenders to make Facility A Loans hereunder, and all accrued
Commitment Fees with respect to Facility B under this Section 2.07 shall be
payable to each Facility B Revolver Lender on the effective date of any
termination of its obligations to make Facility B Revolver Loans hereunder.
The fees payable under this Section 2.07, once paid, shall not be refundable
for any reason.




     (b) Voluntary Reduction of Commitments. The Borrower may permanently
reduce the Aggregate Facility A Commitment in whole, or in part ratably among
the Facility A Lenders in the minimum amount of $5,000,000, and, if in excess
thereof, in integral multiples of $1,000,000, upon at least three Business
Days’ written notice to the Administrative Agent, which notice shall specify
the amount of any such reduction, provided, however, that the amount of the
Aggregate Facility A Commitment may not be reduced below the sum of (i) the
aggregate principal amount of the outstanding Facility A Advances and (ii) the
Facility Letter of Credit Obligations. The Borrower may permanently reduce the
Aggregate Facility B Commitment in whole, or in part ratably among the Facility
B Lenders in the minimum amount of $5,000,000, and, if in excess thereof, in
integral multiples of $1,000,000, upon at least three Business Days’ written
notice to the Administrative Agent, which notice shall specify the amount of
any such reduction, provided, however, that the amount of the Aggregate
Facility B Commitment may not be reduced below the aggregate principal amount
of the outstanding Facility B Revolver Advances.







     SECTION 2.08. Method of Borrowing. Not later than 12:00 noon (Chicago
time) on each Borrowing Date with respect to a Facility, each Lender with
respect to such Facility shall make available its Loan, in funds immediately
available in Chicago to the Administrative Agent at its address specified
pursuant to Section 13.01. The Administrative Agent will make the funds so
received from the Lenders available to the Borrower by deposit into an account
maintained by the Borrower at Bank One.







     SECTION 2.09. Method of Selecting Types and Interest Periods for
Advances.



     (a) Borrowing Notices. The Borrower shall select the Type of each Advance
and, in the case of each Eurodollar Rate Advance, the Interest Period
applicable to each Advance from time to time. The Borrower shall give the
Administrative Agent irrevocable notice (a “Borrowing Notice”) not later than
10:00 a.m. (Chicago time) on the Borrowing Date for each Floating Rate Advance
and prior to 10:00 a.m. (Chicago time) on the date which is two Business Days
before the Borrowing Date for each Eurodollar Rate Advance, specifying:




     (i) the Borrowing Date, which shall be a Business Day, of
such Advance,




     (ii) the aggregate amount of such Advance,





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     (iii) the Type of Advance selected, and




     (iv) in the case of each Eurodollar Rate Advance, the Interest
Period applicable thereto.


The Borrower shall be entitled to obtain, on the Closing Date, only one
Facility A Advance and only one Facility B Revolver Advance and, in any single
Business Day after the Closing Date, only one Facility A Advance and only one
Facility B Revolver Advance, any of which Advances may (subject to the
provisions of Section 2.05) be comprised in whole or in part of any Eurodollar
Rate Advance. Changes in the rate of interest on that portion of any Advance
maintained as a Floating Rate Advance will take effect simultaneously with
each change in the Floating Rate. Each Eurodollar Rate Advance shall bear
interest from and including the first day of the Interest Period applicable
thereto to (but not including) the last day of such Interest Period at the
interest rate determined as applicable to such Eurodollar Rate Advance. The
Borrower shall select Interest Periods with respect to Eurodollar Rate
Advances so that it is not necessary to repay a Eurodollar Rate Advance prior
to the last day of the applicable Interest Period in order to make any
mandatory payment required to be made pursuant to this Agreement or to repay
all Facility A Loans in full on the Facility A Maturity Date, to repay all
Facility B Revolver Loans in full on the Facility B Termination Date and to
repay all Facility B Term Loans in full on the Facility B Term Maturity Date.




     (b) Borrowing Notices Irrevocable. Each Borrowing Notice shall be
irrevocable and binding on the Borrower and, in respect of the borrowing
specified in the Borrowing Notice, the Borrower shall indemnify each Lender
against any loss or expense incurred by that Lender as a result of any failure
to fulfill the applicable conditions set forth in Section 5.02 on or before the
proposed Borrowing Date specified in the Borrowing Notice, including, without
limitation, any loss (including loss of profit) or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund the Loan to be made by that Lender as part of that borrowing
when that Loan, as a result of that failure, is not made on that date.







     SECTION 2.10. Method of Selecting Types and Interest Periods for
Conversion and Continuation of Advances.



     (a) Right to Convert. The Borrower may elect from time to time, subject
to the
provisions of Section 2.10(c), to convert all or any part of an Advance of
any Type into any other
Type or Types of Advances; provided that any conversion of any Eurodollar
Rate Advance shall
be made on, and only on, the last day of the Interest Period applicable
thereto.



     (b) Automatic Conversion and Continuation. Floating Rate Advances shall
continue
as Floating Rate Advances unless and until such Floating Rate Advances are
converted into
Eurodollar Rate Advances. Eurodollar Rate Advances of any Type shall
continue as Eurodollar
Rate Advances of such Type until the end of the then applicable Interest
Period therefor, at
which time such Eurodollar Rate Advance shall be automatically converted
into a Floating Rate
Advance unless the Borrower shall have given the Administrative Agent
notice in accordance
with Section 2.10(d), requesting that, at the end of such Interest Period,
such Eurodollar Rate
Advance either continue as a Eurodollar Rate Advance of such Type for the
same or another
Interest Period or be converted into an Advance of another Type.





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     (c) No Conversion in Case of an Event of Default or Unmatured
Default.
Notwithstanding anything to the contrary contained in Section 2.10(a) or
2.10(b), no Advance
may be converted into or continued as a Eurodollar Rate Advance (except
with the consent of the
Required Lenders) when any Event of Default or Unmatured Default has
occurred and is
continuing.



     (d) Conversion/Continuation Notice. The Borrower shall give the
Administrative
Agent irrevocable notice (a “Conversion/Continuation Notice”) of each
conversion of an
Advance or continuation of a Eurodollar Rate Advance not later than 10:00
a.m. (Chicago time)
on the day of any conversion into a Floating Rate Advance or prior to
10:00 a.m. (Chicago time)
on the date which is two Business Days prior to the date of the requested
conversion into or
continuation of a Eurodollar Rate Advance, specifying:




     (i) the requested date (which shall be a Business Day) of such
conversion or continuation;





     (ii) the amount and Type of the Advance to be converted or
continued; and




     (iii) the amount and Type(s) of Advance(s) into which such Advance
is to be converted or continued and, in the case of a conversion into or
continuation of a Eurodollar Rate Advance, the duration of the Interest
Period applicable thereto.







     SECTION 2.11. Minimum Amount of Each Advance. Each Advance shall be in
the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess
thereof) provided, however, that any Floating Rate Advance may be in the
amount of the unused Aggregate Facility A Commitment or Aggregate Facility B
Commitment (as applicable).







     SECTION 2.12. Rate after Maturity. Any Advance which is not paid at
maturity for such Advance, whether by acceleration or otherwise, shall bear
interest until paid in full at a rate per annum equal to the Default Rate.







     SECTION 2.13. Method of Payment. All payments of principal, interest, and
fees hereunder with respect to each Facility shall be made, without setoff,
deduction, or counterclaim, in immediately available funds to the
Administrative Agent at the Administrative Agent’s address specified pursuant
to Article XIII, or at any other Lending Installation of the Administrative
Agent specified in writing by the Administrative Agent to the Borrower, by 1:00
p.m. (Chicago time) on the date when due and shall be made ratably by the
Administrative Agent among the Lenders of such Facility with respect to their
Loans. Each payment delivered to the Administrative Agent for the account of
any Lender shall be delivered promptly by the Administrative Agent to such
Lender in the same type of funds which the Administrative Agent received at its
address specified pursuant to Article XIII or at any Lending Installation
specified in a notice received by the Administrative Agent from such Lender.
The Administrative Agent is hereby authorized to charge any account of the
Borrower maintained with Bank One for each payment of principal, interest and
fees as it becomes due hereunder. The Administrative Agent shall endeavor in
good faith to provide telephonic notice to Borrower prior to any such charge,
but the Administrative Agent shall not be liable to Borrower or any other
Person if Administrative Agent fails to provide any such notice. If and to the
extent payment owed to any





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Lender is not made by the Borrower to the Administrative Agent or that Lender,
as the case may be, when due hereunder or under the Note held by that Lender,
the Borrower further authorizes such Lender to charge from time to time
against any or all of the accounts maintained by the Borrower with the Lender,
its subsidiaries, affiliates or branches any amount so due, subject to the
provisions of Article XI.








     SECTION 2.14. Notes; Telephonic Notices.



     (a) The Facility A Advances shall be evidenced by the Facility A Note
payable to the
order of the Administrative Agent; the Facility B Revolver Loans shall be
evidenced by the
Facility B Revolver Note payable to the order of the Administrative Agent;
and the Facility B
Term Loans shall be evidenced by the Facility B Term Note payable to the
order of the
Administrative Agent. Notwithstanding the foregoing, any Lender may
request, by written
notice to the Administrative Agent, that any Loans made or to be made by
it hereunder each be
evidenced by a Note or Notes payable to such Lender, and, in such event,
the Borrower shall
execute and deliver to the Administrative Agent the applicable Note or
Notes payable to the
order of such Lender in a form approved by the Administrative Agent and
consistent with the
terms of this Agreement. Upon the execution and delivery of such Note or
Notes, the Loans
theretofore or thereafter made by such Lender shall be evidenced by the
applicable Note or Notes
payable to such Lender and shall no longer be evidenced by the applicable
Note or Notes payable
to the Administrative Agent. Without limitation of the foregoing, any
Facility A Note, Facility B
Revolver Note or Facility B Term Note delivered to and held by a Lender
under the Original
Credit Agreement or the Existing Credit Agreement and that is in a
principal amount that equals
or exceeds such Lender’s Facility A Commitment hereunder (in the case of a
Facility A Note) or
such Lender’s Facility B Commitment hereunder (in the case of a Facility B
Revolver Note and
Facility B Term Note) shall, and the Borrower hereby ratifies and confirms
that such Notes shall,
continue to evidence the applicable Loans held by such Lender (which Loans
shall not be
evidenced by the applicable Note or Notes payable to the
Administrative Agent).
Notwithstanding the provisions of the immediately preceding sentence, a
Lender that holds a
Note delivered under the Original Credit Agreement or the Existing Credit
Agreement may
require a replacement Note in accordance with the foregoing provisions of
this Section 2.14(a).
Payments under all Notes shall be made to the Administrative Agent.



     (b) The Borrower hereby authorizes the Administrative Agent to extend,
convert or
continue Advances, effect selections of Types of Advances and to transfer
funds based on
telephonic notices made by any person or persons the Administrative Agent
or any Lender in
good faith believes to be an Authorized Officer. All actions taken by
the Lenders and the
Administrative Agent upon such telephonic notices are hereby approved by
the Borrower, and
the Lenders and the Administrative Agent shall incur no liability as a
result of any such actions.
The Borrower agrees to deliver promptly to the Administrative Agent a
written confirmation, if
such confirmation is requested by the Administrative Agent or any Lender,
of each telephonic
notice signed by an Authorized Officer. If the written confirmation
differs in any material
respect from the action taken by the Administrative Agent and the Lenders,
the records of the
Administrative Agent and the Lenders shall govern absent manifest error.







     SECTION 2.15. Interest Payment Dates; Interest and Fee Basis.
Interest accrued on each Floating Rate Advance shall be payable on each
Monthly Payment Date, commencing with





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the first such date to occur after the date hereof, on any date on which the
Floating Rate Loan is prepaid, whether due to acceleration or otherwise, and on
the applicable Facility Termination Date. Interest accrued on that portion of
the outstanding principal amount of any Floating Rate Advance converted into a
Eurodollar Rate Advance on a day other than a Monthly Payment Date shall be
payable on the date of conversion. Interest accrued on each Eurodollar Rate
Advance shall be payable on the last day of its applicable Interest Period, on
any date on which the Eurodollar Rate Advance is prepaid, whether by
acceleration or otherwise, and at maturity. Interest accrued on each Eurodollar
Rate Advance having an Interest Period longer than three months shall also be
payable on the last day of each three-month interval during such Interest
Period. Interest on Floating Rate Loans, Commitment Fees and Facility Letter of
Credit Fees shall be calculated for actual days elapsed on the basis of a
365-day (or, if applicable, 366-day) year; interest on Eurodollar Rate Loans
shall be calculated for actual days elapsed on the basis of a 360-day year.
Interest shall be payable for the day an Advance is made but not for the day of
any payment on the amount paid if payment is received prior to 1:00 p.m.
(Chicago time) at the place of payment. If any payment of principal of or
interest on an Advance shall become due on a day which is not a Business Day,
such payment shall be made on the next succeeding Business Day and, in the case
of a principal payment, such extension of time shall be included in computing
interest in connection with such payment.








     SECTION 2.16. Notification of Advances, Interest Rates. Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Administrative
Agent will notify each Lender of the contents of each notice of reduction of
the Aggregate Facility A Commitment or Aggregate Facility B Commitment
received by the Administrative Agent and will notify each Lender of a Facility
of the contents of each Borrowing Notice, Conversion/Continuation Notice and
repayment notice received by the Administrative Agent hereunder with respect
to such Facility. The Administrative Agent will notify each Lender of a
Facility of the interest rate applicable to each Eurodollar Rate Advance of
such Facility promptly upon determination of such interest rate.







     SECTION 2.17. Lending Installations. Each Lender may book its Loans at
any
Lending Installation selected by such Lender and may change its Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the Notes shall be deemed held by each Lender
for the benefit of such Lending Installation. Each Lender may, by written or
telex notice to the Administrative Agent and the Borrower, designate a Lending
Installation through which Loans will be made by it and for whose account Loan
payments are to be made.







     SECTION 2.18. Increase in Facilities.




     (a) Request for Increase. The Borrower may, at any time and from time to
time, request, by notice to the Administrative Agent, the Administrative
Agent’s approval of either (i) an increase of the Aggregate Facility A
Commitment or (ii) provided the Facility B Commitments have not expired and
Facility B has not been converted to term loans, an increase of the Aggregate
Facility B Commitment, or both (in each case, a “Facility Increase”) within
the limitations hereafter described, which request shall set forth the amount
of each such requested Facility Increase. Within twenty (20) days of such
request, the Administrative Agent shall advise the Borrower of its approval or
disapproval of such request; failure to so advise the





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Borrower shall constitute disapproval. If the Administrative Agent approves any
such Facility Increase, then (x) in the case of a Facility Increase for
Facility A, the Aggregate Facility A Commitment may be so increased (up to the
amount of such approved Facility Increase) by having one or more New Revolver
Lenders increase the amount of their then existing Facility A Commitments or
become Facility A Lenders and (y) in the case of a Facility Increase for
Facility B, the Aggregate Facility B Commitment may be so increased (up to the
amount of such approved Facility Increase) by having one or more New Revolver
Lenders increase the amount of their then existing Facility B Commitments or
become Facility B Lenders. Any Facility Increase shall be subject to the
following limitations and conditions: (i) any increase (in the aggregate) in
the Aggregate Facility A Commitment and/or the Aggregate Facility B Commitment,
and the amount (in the aggregate) of any new Facility A Commitment and/or any
new Facility B Commitment of any New Revolver Lender or the amount (in the
aggregate) of any increase in the Facility A Commitment and/or Facility B
Commitment of any New Revolver Lender, shall not be less than $5,000,000 (and
shall be in integral multiples of $1,000,000 if in excess thereof); (ii) no
Facility Increase pursuant to this Section 2.18 shall increase the Aggregate
Commitment to an amount in excess of $1,400,000,000; (iii) the Borrower and
each New Revolver Lender shall have executed and delivered a commitment and
acceptance (the “Commitment and Acceptance”) substantially in the form of
Exhibit G hereto, and the Administrative Agent shall have accepted and executed
the same; (iv) the Borrower shall have executed and delivered to the
Administrative Agent such Note or Notes as the Administrative Agent shall
require to reflect such Facility Increase; (v) the Borrower shall have
delivered to the Administrative Agent opinions of counsel (substantially
similar to the forms of opinions provided for in Section 5.01 modified to apply
to the Facility Increase and each Note and Commitment and Acceptance executed
and delivered in connection therewith); (vi) the Guarantors shall have
consented in writing to the Facility Increases and shall have agreed that their
Guaranties continue in full force and effect; and (vii) the Borrower and each
New Revolver Lender shall otherwise have executed and delivered such other
instruments and documents as the Administrative Agent shall have reasonably
requested in connection with such Facility increase. The form and substance of
the documents required under clauses (iii) through (vii) above shall be fully
acceptable to the Administrative Agent. The Administrative Agent shall provide
written notice to all of the Lenders hereunder of any Facility Increase.




     (b) Loans by New Lenders. Upon the effective date of any increase in the
Aggregate Facility A Commitment and/or the Aggregate Facility B Commitment
pursuant to the provisions hereof, which effective date shall be mutually
agreed upon by the Borrower, each New Revolver Lender and the Administrative
Agent, each New Revolver Lender shall make a payment to the Administrative
Agent in an amount sufficient, upon the application of such payments by all
New Revolver Lenders to the reduction of the outstanding Facility A Advances
held by the Facility A Lenders and/or Facility B Revolver Advances held by the
Facility B Revolver Lenders, to cause the principal amount outstanding under
the Facility A Loans made by each Facility A Lender (including any New
Revolver Lender) to be in the amount of its Facility A Pro Rata Share (upon
the effective date of such increase) of all outstanding Facility A Loans
and/or the principal amount outstanding under the Facility B Revolver Loans
made by each Facility B Revolver Lender (including any New Revolver Lender) to
be in the amount of its Facility B Revolver Pro Rata Share (upon the effective
date of such increase) of all outstanding Facility B Revolver Loans. The
Borrower hereby irrevocably authorizes each New Revolver Lender to fund to the
Administrative Agent the payment required to be made pursuant to the
immediately preceding





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sentence for application to the reduction of the outstanding Facility A Loans
held by the other Facility A Lenders and/or the Facility B Revolver Loans held
by the other Facility B Revolver Lenders hereunder. If, as a result of the
repayment of the Facility A Advances or Facility B Revolver Advances provided
for in this Section 2.18(b), any payment of a Eurodollar Rate Advance occurs
on a day which is not the last day of the applicable Interest Period, the
Borrower will pay to the Administrative Agent for the benefit of any of the
Facility A Lenders and/or the Facility B Revolver Lenders holding a Eurodollar
Rate Loan any loss or cost incurred by such Lender resulting therefrom in
accordance with Section 3.04. Upon the effective date of such increase in the
Aggregate Facility A Commitment and/or the Aggregate Facility B Commitment,
all Facility A Loans outstanding hereunder (including any Facility A Loans
made by the New Revolver Lenders on such date) and/or all Facility B Revolver
Loans outstanding hereunder (including any Facility B Revolver Loans made by
the New Revolver Lenders on such date) shall be Floating Rate Loans, subject
to the Borrower’s right to convert the same to Eurodollar Rate Loans on or
after such date in accordance with the provisions of Section 2.10.




     (c) New Facility A Lenders’ Participation in Facility Letters of Credit.
Upon the
effective date of any increase in the Aggregate Facility A Commitment and
the making of the
Facility A Loans by the New Revolver Lenders in accordance with the
provisions of Section
2.18(b), each New Revolver Lender under Facility A shall also be deemed to
have irrevocably
and unconditionally purchased and received, without recourse or warranty,
from the Facility A
Lenders party to this Agreement immediately prior to the effective date of
such increase, an
undivided interest and participation in any Facility Letter of Credit then
outstanding, ratably,
such that each Facility A Lender (including each New Revolver Lender under
Facility A) holds a
participation interest in each such Facility Letter of Credit in
proportion to the ratio that such
Facility A Lender’s Facility A Commitment (upon the effective date of such
increase in the
Aggregate Facility A Commitment) bears to the Aggregate Facility A
Commitment as so
increased.



     (d) Intentionally Omitted.



     (e) Intentionally Omitted.



     (f) No Obligation to Increase Commitment. Nothing contained herein
shall
constitute, or otherwise be deemed to be, a commitment or agreement on the
part of the
Borrower or the Administrative Agent to give or grant any Lender the right
to increase its
Commitment hereunder at any time or a commitment or agreement on the part
of any Lender to
increase its Commitment hereunder at any time, and no Commitment of a
Lender shall be
increased without its prior written approval.







     SECTION 2.19. Extension of Facility B Termination Date.



     (a) Extension Request. The Borrower may request an extension of the
Facility B Termination Date by submitting a written request for an extension to
the Administrative Agent (a “Facility B Extension Request”) not more than 90
nor less than 60 days prior to the Facility B Termination Date. The new
Facility B Termination Date shall be no more than 364 days after the Facility B
Termination Date in effect at the time the Facility B Extension Request is
received, including the Facility B Termination Date as one of the days in the
calculation of the





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days elapsed, and shall not be later than the Facility B Term Maturity Date.
Promptly following receipt of a Facility B Extension Request, the
Administrative Agent shall notify each Facility B Revolver Lender of the
contents thereof, shall request each Facility B Revolver Lender to approve the
Facility B Extension Request, and shall specify the date (which must be at
least 30 days after the Facility B Extension Request is delivered to the
Facility B Revolver Lenders) as of which the Facility B Revolver Lenders must
respond to the Facility B Extension Request (the “Facility B Reply Date”). Each
Facility B Revolver Lender approving the Facility B Extension Request shall
deliver its written consent no later than the Reply Date. If the written
consent of all of the Facility B Revolver Lenders is received by the
Administrative Agent on or prior to the Reply Date, the Facility B Termination
Date specified in the Facility B Extension Request shall become effective on
the existing Facility B Termination Date and the Administrative Agent shall
promptly notify the Borrower and each Lender of the new Facility B Termination
Date. If Facility B Revolver Lenders whose Facility B Revolver Pro Rata Shares
equal or exceed 66-2/3% in the aggregate, but less than 100%, of all Facility B
Revolver Pro Rata Shares consent to such extension on or before the Facility B
Reply Date, the Borrower may, by notice given to the Administrative Agent
within ten days of the Administrative Agent’s notification to the Borrower of
the failure of such Facility B Revolver Lenders to consent to such extension,
elect to take one of the following actions with respect to all Facility B
Revolver Lenders (each a “Non-Consenting Facility B Lender”) that do not
consent to such extension: (i) to convert any outstanding Facility B Revolver
Loans of the Non-Consenting Facility B Lenders to Facility B Term Loans as
provided in Section 2.19(b). (ii) to terminate the Facility B Commitment of the
Non-Consenting Facility B Lenders as provided in Section 2.19(c) or (iii) to
replace the Non-Consenting Facility B Lenders in accordance with Section
2.19(d) and, to the extent that the Facility B Commitments of the
Non-Consenting Facility B Lenders are not entirely replaced, to terminate the
Facility B Commitment of such Non-Consenting Facility B Lenders. Any such
election made by the Borrower pursuant to clause (i), (ii), or (iii) of the
preceding sentence shall be made with respect to all Non-Consenting Facility B
Lenders pursuant to such clause. Provided the Borrower gives the Administrative
Agent timely notice of such election and, in the case of an election under
clause (ii) or clause (iii), pays or causes to be paid to each of the
Non-Consenting Facility B Lenders, on or before the Facility B Termination
Date, an amount equal to all Facility B Obligations (other than those
outstanding under any Facility B Term Notes) of such Non-Consenting Facility B
Lender, then (A) the Facility B Termination Date shall be extended with respect
to the Facility B Revolver Lenders that consented thereto and (B) the Aggregate
Facility B Commitments shall be reduced by the amount of the Non-Consenting
Facility B Lenders’ Facility B Commitments (except such as are replaced in
accordance with Section 2.19(d)). Notwithstanding the foregoing, if the consent
to such extension of the Facility B Termination Date is not given by Facility B
Revolver Lenders whose Facility B Revolver Pro Rata Shares equal or exceed
66-2/3% of all Facility B Revolver Pro Rata Shares or such consent is given but
the Borrower shall fail to give timely notice of an election under clauses (i),
(ii) or (iii) above or, having given such notice, shall fail to pay or cause to
be paid to the Non-Consenting Facility B Lenders, on or before the Facility
Termination Date, the amounts required to be paid hereunder, then the Facility
B Termination Date shall not be extended, and, on the Facility B Termination
Date, all outstanding Facility B Revolver Loans shall convert to Facility B
Term Loans and all Facility B Commitments shall terminate. The Borrower may not
request more than four (4) extensions of the Facility B Termination Date
pursuant to this Section.






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     (b) Conversion of Non-Consenting Facility B Lenders’ Facility B Revolver
Loans. If
Facility B Revolver Lenders whose Facility B Revolver Pro Rata Shares
equal or exceed 66-2/3% in the aggregate, but less than 100%, of all Facility B Pro Rata
Shares consent to a Facility
B Extension Request and the Borrower gives the Administrative Agent timely
notice of the
Borrower’s election to convert, pursuant to clause (i) of
Section 2.19(a), the outstanding Facility
B Revolver Loans of all Non-Consenting Facility B Lenders to Facility B
Term Loans, the
Administrative Agent shall so notify all Facility B Revolver Lenders, and,
on such Facility B
Termination Date, the outstanding Facility B Revolver Loans of all
Non-Consenting Facility B
Lenders shall convert to Facility B Term Loans, and the Facility B
Commitments of all Non-
Consenting Facility B Lenders shall terminate.



     (c) Termination of Non-Consenting Facility B Lenders’ Facility B
Commitments. If
Facility B Revolver Lenders whose Facility B Revolver Pro Rata Shares
equal or exceed 66-2/3% in the aggregate, but less than 100%, of all Facility B Pro Rata
Shares consent to a Facility
B Extension Request and the Borrower gives the Administrative Agent timely
notice of the
Borrower’s election to terminate, pursuant to clause (ii) of Section
2.19(a), the Facility B Commitments of all Non-Consenting Facility B Lenders, the Administrative
Agent shall so
notify all Facility B Revolver Lenders, and on or before such Facility B
Termination Date the
Borrower shall pay in full the Facility B Obligations (other than those
outstanding under any
Facility B Term Notes) of all Non-Consenting Facility B Lenders, and the
Facility B
Commitments of all Non-Consenting Facility B Lenders shall terminate on
such Facility B
Termination Date.



     (d) Replacement of Non-Consenting Facility B Revolver Lenders. If
Facility B
Revolver Lenders whose Facility B Revolver Pro Rata Shares equal or exceed
66-2/3% in the
aggregate, but less than 100%, of all Facility B Pro Rata Shares consent
to a Facility B
Extension Request and the Borrower gives the Administrative Agent timely
notice of the
Borrower’s election to replace, pursuant to clause (iii) of Section
2.19(a), the Facility B
Commitments of all Non-Consenting Facility B Lenders, the Administrative
Agent shall so
notify all Facility B Revolver Lenders, and on or before such Facility B
Termination Date the
Borrower shall replace such Non-Consenting Facility B Lenders in
accordance with Section 2.27
or, to the extent that it does not replace such Non-Consenting Facility B
Lenders, shall pay in full
the Facility B Obligations (other than those outstanding under any
Facility B Term Notes) of all
Non-Consenting Facility B Lenders. To the extent the Non-Consenting
Facility B Lenders are
not replaced, their Facility B Commitments shall terminate on such
Facility B Termination Date.
In no event shall any Lender have any obligation to issue a new or
increased Commitment to
replace all or any part of a Non-Consenting Facility B Lender’s Facility B
Commitment



     (e) Facility B Term Loans. Upon the conversion of any Facility B Revolver
Loans to
Facility B Term Loans as provided in Section 2.19(a) or 2.19(b), such
Facility B Term Loans
shall be governed by the provisions of Section 2.20(c).



     (f) Aggregate Facility B Commitment. The Aggregate Facility B Commitment
shall
be reduced by the amount of any Facility B Commitments that are terminated
pursuant to this
Section 2.19.



     (g) Intentionally Omitted.





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     SECTION 2.20. Facility B Term-Out.



     (a) Term-Out Option. The Borrower shall have the option to convert the
Facility B
Revolver Loans outstanding on the Facility B Termination Date (as extended
pursuant to Section
2.19) to Facility B Term Loans which shall mature and become due and
payable in full on the
Facility B Term Maturity Date. In order to request such conversion, the
Borrower shall give
written notice (the “Term-Out Notice”) to the Administrative Agent not
less than 30 or more
than 90 days prior to the Facility B Termination Date, which notice shall
specify the principal
amount of the Facility B Revolver Loans (the “Conversion Amount”) which
the Borrower
desires to convert to Facility B Term Loans, provided, however, that the
aggregate amount of the
Facility B Revolver Loans that may be converted to Facility B Term Loans
shall not be less than
$1,000,000. Promptly following its receipt of the Term-Out Notice, the
Administrative Agent
shall send a copy of the Term-Out Notice to each of the Facility B
Revolver Lenders. If the
Borrower has given the Term-Out Notice as provided herein, the lesser of
(i) the Conversion
Amount or (ii) the Facility B Revolver Loans outstanding on the Facility B
Termination Date
shall automatically convert to Facility B Term Loans, with each Facility B
Revolver Lender
being deemed to have made its Facility B Revolver Pro Rata Share of such
Facility B Term
Loans, and the Administrative Agent shall promptly notify each Facility B
Revolver Lender of
the principal amount thereof.



     (b) Intentionally Omitted.



     (c) Facility B Term Loans. The principal amount of each Facility B Term
Loan shall
be repayable in full in equal quarterly installments on each Quarterly
Payment Date (subject to
reduction of such installments as provided in Section 2.06(e)), commencing
with the first such
date following the Facility B Termination Date on which the Facility B
Revolver Loan is
Converted to a Facility B Term Loan (whether pursuant to Section 2.19 or
this Section 2.20),
with the final installment due and payable on the Facility B Term Maturity
Date, unless such
Facility B Term Loan shall sooner become due and payable pursuant to
Section 9.02 or as
otherwise provided in this Agreement. Facility B Term Loans shall be
either Eurodollar Rate
Loans or Floating Rate Loans, with interest accruing and being paid in the
same manner as
Facility B Revolver Loans, and with the Facility B Term Loans to be
designated as, continued as,
or converted into Eurodollar Rate Loans in the same manner as Facility B
Revolver Loans could
be designated as, continued as, or converted into Eurodollar Rate Loans or
Floating Rate Loans
as provided in Section 2.10. In the event of any conversion of Facility
B Revolver Loans to
Facility B Term Loans, the Facility B Term Note payable to and held by the
Administrative
Agent shall thereafter evidence such Facility B Term Loans, except that
any Facility B Term
Note payable to and held by any Facility B Term Lender shall thereafter
evidence the Facility B
Term Loans held by such Facility B Term Lender hereunder.







     SECTION 2.21. Facility Letters of Credit.



     (a) Obligation to Issue. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of the
Borrower herein set forth, each Issuer hereby agrees to issue upon the request
of and for the account of the Borrower, through such of the Issuer’s Lending
Installations or Affiliates as the Issuer and the Borrower may jointly agree,
one or more Facility Letters of Credit in accordance with this Section 2.21
from time to time




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during the period commencing on the Closing Date and ending on the fourteenth
day prior to the Facility A Termination Date.




     (b) Conditions for Issuance. In addition to being subject to the
satisfaction of the
conditions contained in Section 5.02, the obligation of an Issuer to issue
any Facility Letter of
Credit is subject to the satisfaction in full of the following conditions:




     (i) the aggregate maximum amount then available for drawing under
Facility Letters of Credit issued by such Issuer, after giving effect to
the Facility Letter of Credit requested hereunder, shall not exceed any
limit imposed by law or regulation upon such Issuer;




     (ii) after giving effect to the requested issuance of any Facility
Letter of Credit, the Facility Letter of Credit Obligations do not
exceed the lesser of (A) the Aggregate Letter of Credit Commitment, or
(B) an amount equal to the Aggregate Facility A Commitment minus the sum
of the outstanding Facility A Advances and all outstanding Swing Line
Loans;




     (iii) the Facility Letter of Credit shall be a standby Letter of
Credit and not a trade Letter of Credit, shall only provide for drawings
by sight draft and shall be issued in U.S. Dollars;




     (iv) the requested Facility Letter of Credit has an expiration date
not later than the earlier of (A) fourteen days prior to the Facility A
Termination Date and (B) one year after its Issuance Date; provided,
however, that the requested Facility Letter of Credit may provide for
automatic renewal periodically beyond the first anniversary of its
Issuance Date but not beyond the date provided for in clause (A) above;




     (v) the Borrower shall have delivered to such Issuer at such times
and in such manner as such Issuer may reasonably prescribe such
documents and materials as may be required pursuant to the terms of the
proposed Facility Letter of Credit, and the proposed Facility Letter of
Credit shall be satisfactory to such Issuer as to form and content; and




     (vi) as of the Issuance Date, no order, judgment or decree of any
court, arbitrator or governmental authority shall purport by its terms
to enjoin or restrain such Issuer from issuing the Facility Letter of
Credit and no law, rule or regulation applicable to such Issuer and no
request or directive (whether or not having the force of law) from any
governmental authority with jurisdiction over the Issuer shall prohibit
or request that such Issuer refrain from the issuance of Letters of
Credit generally or the issuance of that Facility Letter of Credit (and
in any such case, such Issuer shall promptly notify the Administrative
Agent and the Borrower of such fact).



     (c) Procedure for Issuance.




     (i) The Borrower shall give an Issuer and the Administrative Agent
at least three Business Days’ prior written notice of any requested
issuance of a Facility Letter of Credit under this Agreement (a “Letter
of Credit Request”). The Letter of Credit Request



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shall be in a form acceptable to the Administrative Agent, the Issuer and the
Borrower and shall specify:




	(A)	 	the stated amount of the Facility Letter of Credit requested;
	 
	(B)	 	the effective date (which day shall be a Business Day) of
issuance of such
requested Facility Letter of Credit (the “Issuance Date”);
	 
	(C)	 	the date on which such requested Facility Letter of Credit is
to expire
(which date shall comply with the provisions of Section 2.21
(b)(iv));
	 
	(D)	 	the name of the Issuer chosen by the Borrower to issue the
requested
Facility Letter of Credit;
	 
	(E)	 	the purpose for which such Facility Letter of Credit is to be issued;
and
	 
	(F)	 	the Person for whose benefit the requested Facility Letter of
Credit is to be
issued.






At the time the Letter of Credit Request is made, the Borrower shall also
provide the Administrative Agent and the Issuer with a copy of the form (if
specified by the beneficiary) of the Facility Letter of Credit it is requesting
be issued. Such Letter of Credit Request, to be effective, must be received by
such Issuer and the Administrative Agent not later than 2:00 p.m. (Chicago
time) on the last Business Day on which a Letter of Credit Request can be given
under this Section 2.21(c)(i). Promptly after receipt of any Letter of Credit
Request, the Issuer shall confirm with the Administrative Agent (by telephone
or in writing) that the Administrative Agent has received a copy of such Letter
of Credit Request from the Borrower and, if not, the Issuer shall promptly
provide the Administrative Agent with a copy thereof.




     (ii) Subject to the terms and conditions of Section 2.2 l(b) and provided
that (A) the applicable conditions set forth in Sections 5.01 and 5.02 hereof
have been satisfied and (B) the Issuer shall have received written or
telephonic notice from the Administrative Agent stating that the issuance of
such Facility Letter of Credit would not violate Section 2.21(b), such Issuer
shall, on the Issuance Date, issue a Facility Letter of Credit on behalf of the
Borrower in accordance with the Issuer’s usual and customary business practices
unless the Issuer has actually received (1) written notice from the Borrower
specifically revoking the Letter of Credit Request with respect to such
Facility Letter of Credit or (2) written notice from a Facility A Lender, which
complies with the provisions of Section 2.21(e)(i).




     (iii) Each Issuer shall promptly give the Administrative Agent and the
Borrower written notice or telex notice, or telephonic notice confirmed
promptly thereafter in writing, of the issuance, amendment, extension of
cancellation of a Facility Letter of Credit (the “Issuance Notice”), together
with (for the Borrower and the Administrative Agent) a copy of such Facility
Letter of Credit (or amendment or extension thereof). Notices and copies of
Facility Letters of Credit (or amendments or extensions thereof) required to
be furnished to the Administrative Agent under this






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Section 2.21(c)(iii) shall also be delivered to Bank One, NA, Global Trade
Financing Unit, 300 South Riverside, Mail Suite IL1-0236, Chicago, IL 60670
(Attention: Catherine Deal). Upon receipt of the Issuance Notice, the
Administrative Agent shall notify each Facility A Lender of the issuance,
amendment, extension or cancellation of such Facility Letter of Credit, which
notice shall identify the Issuance Date, the Issuer, the amount and the
expiration date of such Facility Letter of Credit (as amended or extended, if
applicable).




     (iv) An Issuer shall not extend or amend any Facility Letter of Credit or
allow a Facility Letter of Credit to be automatically extended unless the
requirements of this Section 2.2 l(c) are met as though a new Facility Letter
of Credit was being requested and issued.



     (d) Payment of Reimbursement Obligations; Duties of Issuers




     (i) Each Issuer shall promptly notify the Borrower and the Administrative
Agent (which shall promptly notify the Facility A Lenders) of any draw under a
Facility Letter of Credit and the Borrower shall reimburse such Issuer in
accordance with Section 2.21(d)(iii). Any Reimbursement Obligation with
respect to any Facility Letter of Credit shall bear interest from the date on
which the Issuer honors a drawing under such Facility Letter of Credit until
payment in full is received by such Issuer at (A) the Floating Rate until the
second succeeding Business Day after such date and (B) the Default Rate
thereafter.




     (ii) Any action taken or omitted to be taken by an Issuer under or in
connection with any Facility Letter of Credit, if taken or omitted in the
absence of bad faith, willful misconduct or gross negligence as determined in a
final judgment by a court of competent jurisdiction, shall not (A) put that
Issuer under any resulting liability to any Lender or (B) assuming that such
Issuer has complied with the procedures specified in
Section 2.2l(c), all conditions to the issuance of a Facility Letter of Credit have been satisfied
and any such Lender has not given a notice contemplated by Section 2.21(e)(i)
that continues in full force and effect, relieve any such Lender of its
obligations hereunder to that Issuer. In determining whether to pay under any
Facility Letter of Credit, an Issuer shall have no obligation relative to the
Lenders or to the Borrower other than to confirm that any documents required to
be delivered under such Facility Letter of Credit have been delivered in
compliance and that they comply on their face (including that any draw request
has been purportedly executed by an authorized signatory, if and to the extent
such a requirement is specified in the related Facility Letter of
Credit), with
the requirements of such Facility Letter of Credit.




     (iii) The Borrower agrees to pay to each Issuer the amount of all
Reimbursement Obligations, interest and other amounts payable to such Issuer
under or in connection with any Facility Letter of Credit immediately when due
(and in any event shall reimburse an Issuer for drawings under a Facility
Letter of Credit issued by it no later than two (2) Business Days after
payment by that Issuer), irrespective of any claim, set-off, defense or other
right which the Borrower or any Subsidiary may have at any



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time against any Issuer or any other Person, under all circumstances,
including without limitation, any of the following circumstances:




	(A)	 	any lack of validity or enforceability of this
Agreement or any of
the other Loan Documents;
	 
	(B)	 	the existence of any claim, set-off, defense or
other right which the
Borrower or any Subsidiary may have at any time against a
beneficiary named in a Facility Letter of Credit or, if such
Facility
Letter of Credit is transferable, any transferee of any
Facility Letter
of Credit (or any Person for whom any such transferee may be
acting), the Administrative Agent, the Issuer, any Lender,
or any
other Person, whether in connection with this Agreement, any
Facility Letter of Credit, the transactions contemplated
herein or
any unrelated transactions (including any underlying
transactions
between the Borrower or any Subsidiary and the beneficiary
named in any Facility Letter of Credit);
	 
	(C)	 	any draft, certificate or any other document
presented under the
Facility Letter of Credit proving to be forged, fraudulent
or invalid
in any respect or any statement therein being untrue or
inaccurate
in any respect (except to the extent any such invalidity or
insufficiency is found in a final judgment of a court of
competent
jurisdiction to have resulted from the gross negligence or
willful
misconduct of such Issuer).
	 
	(D)	 	the surrender or impairment of any guaranty or
security for the
performance or observance of any of the terms of any of the
Loan
Documents; or
	 
	(E)	 	the occurrence of any Event of Default or Unmatured Default.






     (iv) As among the Borrower, the Issuers, the Administrative Agent and the
Lenders, the Borrower assumes all risks of the acts and omissions of, or
misuse of the Facility Letters of Credit by, the respective beneficiaries of
the Facility Letters of Credit (except such as are found in a final judgment
by a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of an Issuer). In furtherance and not in
limitation of the foregoing, the Issuers, the Administrative Agent and the
Lenders shall not be responsible (absent gross negligence or willful
misconduct in connection therewith, as determined by the final judgment of a
court of competent jurisdiction) for (A) the forms, validity, sufficiency,
accuracy, genuineness or legal effect of any document submitted by any party
in connection with the application for and issuance of any Facility Letter of
Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (B) the validity or
sufficiency of any instrument transferring or assigning or purporting thereof,
in whole or in part, which may prove to be invalid or ineffective for any
reason; (C) failure of the beneficiary of a Facility Letter of Credit to
comply fully with underlying conditions required in order to



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draw upon such Facility Letter of Credit, so long a such beneficiary has
presented the omissions, interruptions or delays in transmission or delivery
of any messages, by mail, cable, telegraph, telex or otherwise; (E) errors in
interpretation of technical terms; (F) misapplication by the beneficiary of a
Facility Letter of Credit of the proceeds of any drawing under such Facility
Letter of Credit; or (G) any consequences arising from causes beyond the
control of any Issuer, the Administrative Agent or any Facility A Lender.



     (e) Participation.




     (i) Upon the Closing Date, each of the Facility A Lenders shall be deemed
to have irrevocably and unconditionally purchased and received from the Issuer,
without recourse or warranty, an undivided interest and participation equal to
its Facility A Pro Rata Share of the Existing Letters of Credit (including,
without limitation, all rights and obligations of the Issuer with respect
thereto) and any security therefor or guaranty pertaining thereto. Immediately
upon issuance by an Issuer of any Facility Letter of Credit in accordance with
the procedures set forth in Section 2.2l(c) each Facility A Lender shall be
deemed to have irrevocably and unconditionally purchased and received from the
Issuer, without recourse or warranty, an undivided interest and participation
equal to its Facility A Pro Rata Share of such Facility Letter of Credit
(including, without limitation, all rights and obligations of the Issuer with
respect thereto) and any security therefor or guaranty pertaining thereto,
provided, that a Letter of Credit issued by any Issuer shall not be deemed to
be a Facility Letter of Credit for purposes of this Agreement if the
Administrative Agent and such Issuer shall have received written notice from
any Facility A Lender on or before the Business Day prior to the date of its
issuance of such Letter of Credit that one or more of the conditions contained
in Sections 5.01 and 5.02 is not then satisfied, and in the event an Issuer
receives such notice, it shall have no further obligation to issue any Facility
Letter of Credit until such notice is withdrawn by that Facility A Lender or
the Issuer receives a notice from the Administrative Agent that such condition
has been effectively waived in accordance with the provisions of this
Agreement.




     (ii) In the event that any Issuer makes any payment under any Facility
Letter of Credit and the Borrower shall not have repaid such amount to such
Issuer pursuant to Section 2.2l(d), such Issuer shall promptly notify the
Administrative Agent, which shall promptly notify each Facility A Lender, of
such failure, and each Facility A Lender shall promptly and unconditionally
pay to the Administrative Agent for the account of such Issuer the amount of
such Facility A Lender’s Facility A Pro Rata Share of the unreimbursed amount
of any such payment. The failure of any Facility A Lender to make available to
the Administrative Agent its Facility A Pro Rata Share of the unreimbursed
amount of any such payment shall not relieve any other Facility A Lender of
its obligation hereunder to make available to the Administrative Agent its
Facility A Pro Rata Share of the unreimbursed amount of any payment on the
date such payment is to be made, but no Facility A Lender shall be responsible
for the failure of any other Facility A Lender to make available to the
Administrative Agent its Facility A Pro Rata Share of the unreimbursed amount
of any payment on the date such payment is to be made.





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     (iii) Whenever an Issuer receives a payment on account of a Reimbursement
Obligation, including any interest thereon, it shall promptly pay to the
Administrative Agent and the Administrative Agent shall promptly pay to each
Facility A Lender which has funded its participating interest therein, in
immediately available funds, an amount equal to its Facility A Pro Rata Share
thereof.




     (iv) Upon the request of the Administrative Agent or any Facility A
Lender, an Issuer shall furnish to such Administrative Agent or Facility A
Lender copies of any Facility Letter of Credit to which that Issuer is party
and such other documentation as may reasonably be requested by the
Administrative Agent or Facility A Lender.




     (v) The obligations of a Facility A Lender to make payments to the
Administrative Agent for the account of an Issuer with respect to a Facility
Letter of Credit shall be absolute, unconditional and irrevocable, not subject
to any counterclaim, set-off, qualification or exception whatsoever and shall
be made in accordance with the terms and conditions of this Agreement under any
circumstances.




     (vi) In the event any payment by the Borrower received by an Issuer with
respect to a Facility Letter of Credit and distributed by the Administrative
Agent to the Facility A Lenders on account of their participations is
thereafter set aside, avoided or recovered from that Issuer in connection with
any such distribution, such Facility A Lender shall, upon demand by that
Issuer, contribute such Facility A Lender’s Facility A Pro Rata Share of the
amount set aside, avoided or recovered together with interest at the rate
required to be paid by that Issuer upon the amount required to be repaid by
it.



     (f) Compensation for Facility Letters of Credit.




     (i) The Borrower shall pay to the Administrative Agent, for the account
of the Facility A Lenders, a fee (the “Facility Letter of Credit Fee”) with
respect to each Facility Letter of Credit for the period from the Issuance
Date thereof (or, in the case of the Existing Letters of Credit, the Closing
Date) to and including the final expiration date thereof, in a per annum
amount equal to the product, calculated on a daily basis for each day during
such period, of (A) the undrawn amount of such Facility Letter of Credit for
such day multiplied by (B) the Facility Letter of Credit Fee Rate for such
day, less 0.125% per annum. The Facility Letter of Credit Fees shall be due
and payable quarterly in arrears not later than five (5) Business Days
following Administrative Agent’s delivery to Borrower of the quarterly
statement of Facility Letter of Credit Fees and, to the extent any such fees
are then due and unpaid, on the Facility A Termination Date. The
Administrative Agent shall promptly remit such Facility Letter of Credit Fees,
when received by the Administrative Agent, to the Facility A Lenders
(including the Issuer) in accordance with their Facility A Pro Rata Shares
thereof. The Facility Letter of Credit Fees, once paid, shall not be
refundable for any reason.




     (ii) The Borrower shall also pay to each Issuer, solely for its own
account, as an issuing fee, with respect to each Facility Letter of Credit
issued by such Issuer for the period from the Issuance Date thereof (or, in
the case of the Existing Letters of Credit, the Closing Date) to and including
the final expiration date thereof, in an amount equal to (A)





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the product, calculated on a daily basis for each day during such
period, of (x) the undrawn amount of such Facility Letter of Credit for
such day multiplied by (y) 0.125% per annum, plus (B) in the case of any
Facility Letter of Credit in a stated amount of less than $10,000.00, an
additional fee in an amount to be agreed upon by the Borrower and the
Issuer. The foregoing fees payable to the Issuer shall also be due and
payable quarterly in arrears on the date on which Facility Letter of
Credit Fees are payable and, to the extent any such fees are then due
and unpaid, on the Facility A Termination Date. The foregoing fees, once
paid, shall not be refundable for any reason. Each Issuer shall be
entitled to receive its reasonable out-of-pocket costs of issuing and
servicing Facility Letters of Credit.




     (iii) The Administrative Agent shall, with reasonable promptness
following receipt from all Issuers of the reports provided for in
Section 2.21 (g) for the months of March, June, September and December,
respectively, deliver to the Borrower a quarterly statement of the
Letter of Credit Fees then due and payable.



     (g) Issuer Reporting Requirements. Each Issuer shall, no later than the
third (3rd) Business Day following the last day of each month, provide to the
Administrative Agent a schedule of the Facility Letters of Credit issued by
it, in form and substance reasonably satisfactory to the Administrative Agent,
showing the Issuance Date, account party, original face amount (if any) paid
thereunder, expiration date and the reference number of each Facility Letter
of Credit outstanding at any time during such month (and whether such Facility
Letter of Credit is a Performance Letter of Credit or financial Letter of
Credit) and the aggregate amount (if any) payable by the Borrower to such
Issuer during the month pursuant to Section 3.02. Copies of such reports shall
be provided promptly to each Facility A Lender and the Borrower by the
Administrative Agent. The reporting requirements hereunder are in addition to
those set forth in Section 2.2l(c).



     (h) Letter of Credit Collateral Account. From and after the occurrence
and during the continuance of an Event of Default, the Borrower hereby agrees
that it will, until the later of the Facility A Termination Date or the date
on which all Facility Letters of Credit have expired and all Obligations have
been paid in full, maintain a special collateral account (the “Letter of
Credit Collateral Account”) at the Administrative Agent’s office at the
address specified pursuant to Article XIII in the name of the Borrower but
under the sole dominion and control of the Administrative Agent, and hereby
grants to the Administrative Agent for the benefit of the Facility A Lenders,
as security for repayment of the Facility A Obligations, a security interest
in and to the Letter of Credit Collateral Account and any funds that may
hereafter be on deposit in such account pursuant to Section 9.03.







     SECTION 2.22. Non-Receipt of Funds by the Administrative Agent. Unless the
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the
Administrative Agent of (a) in the case of a Lender, the proceeds of a Loan or
(b) in the case of the Borrower, a payment of principal, interest or fees to
the Administrative Agent for the account of any one or more of the Lenders,
that it does not intend to make such payment, the Administrative Agent may
assume that such payment has been made. The Administrative Agent may, but shall
not be obligated to, make the amount of such payment available to the intended
recipient in reliance upon such assumption. If





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such Lender or the Borrower, as the case may be, has not in fact made such
payment to the Administrative Agent, the recipient of such payment shall, on
demand by the Administrative Agent, repay to the Administrative Agent the
amount so made available together with interest thereon in respect of each day
during the period commencing on the date such amount was so made available by
the Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a Lender,
the Federal Funds Effective Rate for such day or (ii) in the case of payment
by the Borrower, the interest rate applicable to the relevant Loan.








     SECTION 2.23. Withholding Tax Exemption. Each Lender that is not
incorporated under the laws of the United States of America or a state thereof
(each a “Non-U.S. Lender”) agrees that (if it has not done so prior to the
Closing Date) it will, not more than five (5) Business Days after the date of
this Agreement, (i) deliver to each of the Borrower and the Administrative
Agent two duly completed copies of United States Internal Revenue Service Form
W-8BEN or W-8ECI (or a successor form) or, in the case of a Lender claiming
exemption from withholding of any United States federal income taxes under
Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
interest,” a certificate representing that such Lender is not (i) a “bank” for
purposes of Section 881(c) of the Code, (ii) a ten-percent shareholder of the
Borrower (within the meaning of Section 871(h)(3)(B) of the Code), or (iii) a
controlled foreign corporation related to the Borrower (within the meaning of
Section 864(d)(4) of the Code), and a Form W-8BEN (or a successor form), in all
cases properly completed and duly executed, certifying in either case that such
Lender is entitled to receive payments under this Agreement without deduction
or withholding of any United States federal income taxes, and (ii) deliver to
each of the Borrower and the Administrative Agent a United States Internal
Revenue Form W-8 or W-9, as the case may be, and certify that it is entitled to
an exemption from United States backup withholding tax. Each Non-U.S. Lender
further undertakes to deliver to each of the Borrower and the Administrative
Agent (x) renewals or additional copies of such form (or any successor form) on
or before the date that such form expires or becomes obsolete, and (y) after
the occurrence of any event requiring a change in the most recent forms so
delivered by it, such additional forms or amendments thereto as may be
reasonably requested by the Borrower or the Administrative Agent. All forms or
amendments described in the preceding sentence shall certify that such Lender
is entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, unless an event
(including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Borrower and the Administrative Agent
that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax.







     SECTION 2.24. Unconditional Obligation to Make Payment. To the fullest
extent permitted by law, the Borrower shall make all payments hereunder, under
the Notes and under all of the other Loan Documents regardless of any defense
or counterclaim, including any defense or counterclaim based on any law, rule
or policy which is now or hereafter promulgated by any governmental authority
or regulatory body and which may adversely affect the Borrower’s obligations
to make, or the right of the holder of any Note to receive, those payments.





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     SECTION 2.25. Compensating Balances. Bank One shall have the right (but
no obligation) to enter into a separate agreement with the Borrower which
provides for the reduction of the interest rate payable to Bank One hereunder
in the event that the Borrower maintains collected balances in non-interest
bearing accounts at Bank One, but in no event shall such agreement affect the
amounts payable under this Agreement to any other Lender. Similarly, each
other Lender shall have the right (but no obligation) to enter into a separate
agreement with the Borrower which provides for the rebate to Borrower of a
portion of the interest paid to such Lender under this Agreement in the event
that the Borrower maintains collected balances in non-interest bearing
accounts at such Lender, but in no event shall any such agreement affect the
amounts payable under this Agreement to such Lender.







     SECTION 2.26. Extension of Facility A Termination Date. Not more than
once in any fiscal year of the Borrower, the Borrower may request a one-year
extension of the Facility A Termination Date by submitting a written request
for an extension to the Administrative Agent (a “Facility A Extension
Request”), provided the Facility A Extension Request shall be delivered not
later than one year before the Facility A Termination Date and that the
requested Facility A Termination Date shall be no more than five (5) years
after the date on which the Facility A Extension Request is received. Promptly
following receipt of a Facility A Extension Request, the Administrative Agent
shall notify each Facility A Lender of the contents thereof, shall request
each Facility A Lender to approve the Facility A Extension Request, and shall
specify the date (which must be at least 30 days after the Facility A
Extension Request is delivered to the Facility A Lenders) as of which the
Facility A Lenders must respond to the Facility A Extension Request (the
“Facility A Reply Date”). If Facility A Lenders whose Facility A Pro Rata
Shares equal or exceed in the aggregate 66-2/3% of all Facility A Pro Rata
Shares do not consent in writing to such extension on or before the Facility A
Reply Date, the Facility A Extension Request shall be denied. If such written
consent is received on or before the Facility A Reply Date from Facility A
Lenders whose Facility A Pro Rata Shares equal or exceed in the aggregate 66
2/3% of all Facility A Pro Rata Shares, the Facility A Termination Date shall
be extended by one year as requested in such Facility A Extension Request, but
such extension shall only apply to the Facility A Lenders that have so
consented and shall not apply to any Facility A Lender that has not so
consented (each, a “Non-Consenting Facility A Lender”). Except to the extent
that a Non-Consenting Facility A Lender is replaced (as provided in Section
2.27 hereof) prior to the Facility A Termination Date (as determined prior to
such Facility A Extension Request), then on such date (i) the Facility A
Commitment of each such Non-Consenting Facility A Lender shall terminate, (ii)
the Aggregate Facility A Commitment shall be reduced by the aggregate amount
of such terminated Facility A Commitments and (iii) all Facility A Loans and
other Facility A Obligations to each such Non-Consenting Facility A Lender
shall be paid in full by the Borrower.







     SECTION 2.27. Replacement of Certain Lenders. In the event a Lender (the
“Affected Lender”) is a Non-Consenting Facility A Lender under Section 2.26, a
Non-Consenting Facility B Lender under Section 2.19(a) or a non-consenting
Lender under Section 13.06(b) the Borrower may, upon written notice to such
Affected Lender and to the Administrative Agent, require such Affected Lender
to assign, and such Affected Lender shall assign, within five Business Days
after the date of such notice, to one or more assignees selected by the
Borrower and that are Eligible Assignees and otherwise comply with the
provisions of Section 12.03 (each, a “Replacement Lender”), all of such
Affected Lender’s rights and






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obligations under this Agreement and the other Loan Documents (including
without limitation its Commitments and all Loans owing to it) in accordance
with Section 12.03; provided, however, that, (i) in the case of a
Non-Consenting Facility A Lender, such assignment shall, at the election of the
Borrower, be limited to an assignment of its Facility A Commitment and Facility
A Loans and (ii) in the case of a Non-Consenting Facility B Lender, such
assignment shall, at the election of the Borrower, be limited to an assignment
of its Facility B Commitment and Facility B Revolver Loans. With respect to any
such assignment, the Affected Lender shall concurrently with such assignment
receive payment in full of all amounts due and owing to it hereunder or under
any of the other Loan Documents with respect to the Loans and Commitments so
assigned, including without limitation the aggregate outstanding principal
amount of such Loans owed to such Affected Lender, together with accrued
interest thereon through the date of such assignment, amounts payable to such
Affected Lender under Article III with respect to such Loans and all fees
payable to such Affected Lender hereunder with respect to such Loans and
Commitments so assigned. Any assignment to a Replacement Lender pursuant to the
provisions of this Section 2.27 shall be in accordance with the provisions of
Section 12.03 hereof, In no event shall any Lender have any obligation to issue
a new or increased Commitment to replace all or any part of any Commitment of
any Non-Consenting Facility A Lender, Non-Consenting Facility B Lender or any
non-consenting Lender under Section 13.06(b).








     SECTION 2.28. Obligations Under Existing Credit Agreement, (a) If there
are any “Facility A Loans” outstanding under the Existing Credit Agreement on
the Closing Date, the Borrower shall request that a Facility A Advance be made
hereunder on the Closing Date in an amount sufficient to repay in full the
“Facility A Loans” outstanding under the Existing Credit Agreement.



          (b) If there are any “Facility B Revolver Loans” outstanding under the
Existing
Credit Agreement on the Closing Date, the Borrower shall request that a
Facility B Advance be
made hereunder on the Closing Date in an amount sufficient to repay in
full the “Facility B
Revolver Loans” outstanding under the Existing Credit Agreement.



          (c) If the Closing Date is not the last day of an “Interest Period” of
each loan
(each, a “Repaid Loan”) under the Existing Credit Agreement required to be
repaid on the
Closing Date under paragraph (a) or (b) above, the Borrower will also pay
to the Administrative
Agent on the Closing Date all losses and costs incurred by the holder of
each such Repaid Loan
in accordance with Section 3.04 of the Existing Credit Agreement.



          (d) The Borrower hereby agrees to pay the Administrative Agent on the
Closing
Date, for the benefit of the “Lenders” party to the Existing Credit
Agreement, the amount of all
interest (if any) that has accrued to the Closing Date but has not been
paid under the Existing
Credit Agreement, all “Commitment Fees” that have accrued to the Closing
Date but have not
been paid under the Existing Credit Agreement and all “Facility Letter of
Credit Fees” that have
accrued to the Closing Date but have not been paid under the Existing
Credit Agreement.






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ARTICLE III




CHANGE IN CIRCUMSTANCES








     SECTION 3.01. Yield-Protection. If the adoption, on or after the
Agreement Date, of any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law), or any change, on or after the Agreement Date, in interpretation
thereof, or the compliance of any Lender (which term, for purposes of this
Article III, shall be deemed to include each Issuer in such capacity)
therewith,




     (i) subjects any Lender or any applicable Lending Installation to
any tax, duty, charge or withholding on or from payments due from the
Borrower (excluding federal taxation of the overall net income of any
Lender or applicable Lending Installation), or changes the basis of
taxation of payments to any Lender in respect of its Loans or other
amounts due it hereunder, or




     (ii) imposes or increases or deems applicable any reserve,
assessment, insurance charge, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit
extended by, any Lender or any applicable Lending Installation (other
than reserves and assessments taken into account in determining the
interest rate applicable to Eurodollar Rate Advances), or




     (iii) imposes any other condition the result of which is to increase
the cost to any Lender or any applicable Lending Installation of making,
funding or maintaining loans (or letters of credit or participations
therein) or reduces any amount receivable by any Lender or any applicable
Lending Installation in connection with loans (or letters of credit or
participations therein), or requires any Lender or any applicable Lending
Installation to make any payment calculated by reference to the amount of
loans (or letters of credit or participations therein) held or interest
received by it, by an amount deemed material by such Lender,


then, within 15 days of demand by such Lender, the Borrower shall pay such
Lender that portion of such increased expense incurred or reduction in an
amount received which such Lender determines is attributable to making,
funding and maintaining its Loans, its applicable Commitment, the Facility
Letters of Credit or any participations therein.








     SECTION 3.02. Changes in Capital Adequacy Regulation. If a Lender
reasonably
determines the amount of capital required or expected to be maintained by such
Lender, any Lending Installation of such Lender or any corporation controlling
such Lender is increased as a result of a Change, and such increase will have
the effect of reducing the rate of return on such Lender’s capital as a
consequence of such Lender’s obligations hereunder to a level below that which
such Lender or such corporation, as the case may be, could have achieved but
for such Change (taking into account such Lender’s or such corporation’s
policies, as the case may be, with respect to capital adequacy and any
payments made to such Lender pursuant to Section 3.01 which relate to capital
adequacy and assuming that such Lender’s capital was fully utilized prior to
such Change), then within 15 days of demand by such Lender, the Borrower shall
pay to the Administrative Agent, for the account of such Lender, such
additional amount or amounts as will





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compensate such Lender for such reduction. If any Lender becomes entitled to
claim any additional amounts pursuant to this Section 3.02 it shall promptly
notify the Borrower through the Administrative Agent of the event by reason of
which it has become so entitled, but in any event within 90 days, after such
Lender obtains actual knowledge thereof; provided that if such Lender fails to
give such notice within the 90-day period after it obtains actual knowledge of
such an event, such Lender shall, with respect to such compensation in respect
of any costs resulting from such event, only be entitled to payment for costs
incurred from and after the date 90 days prior to the date that such Lender
does give such notice. A certificate setting forth in reasonable detail the
computation of any additional amount payable pursuant to this Section 3.02,
submitted by such Lender to the Borrower through the Administrative Agent,
shall be delivered to the Borrower promptly after the initial incurrence of
such additional amounts. “Change” means (i) any change after the Agreement
Date in the Risk-Based Capital Guidelines or (ii) any adoption of or change in
any other law, governmental or quasi-governmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having the force of
law) after the date of this Agreement which affects the amount of capital
required or expected to be maintained by any Lender or any Lending
Installation or any corporation controlling any Lender or any Lending
Institution. “Risk-Based Capital Guidelines” means (i) the risk-based capital
guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing
the July 1988 report of the Basle Committee on Banking Regulation and
Supervisory Practices entitled “International Convergence of Capital
Measurements and Capital Standards,” including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.








     SECTION 3.03. Availability of Types of Advances. If any Lender determines
that maintenance of its Eurodollar Rate Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation, or directive,
whether or not having the force of law, or if the Administrative Agent
determines that (i) deposits of a type and maturity appropriate to match fund
Eurodollar Rate Advances are not available or (ii) the interest rate applicable
to a Type of Advance does not accurately reflect the cost of making or
maintaining such Advance, then the Administrative Agent shall suspend the
availability of the affected Type of Advance and require any Eurodollar Rate
Advances of the affected Type of Advance to be repaid or to be converted (in
accordance with the terms of this Agreement) to any Type of Advance which is
not affected and is then available under this Agreement.







     SECTION 3.04. Funding Indemnification. If any payment of a Eurodollar
Rate Advance occurs on a date which is not the last day of the applicable
Interest Period, whether because of acceleration, prepayment or otherwise, or
a Eurodollar Rate Advance is not made on the date specified by the Borrower
for any reason other than default by the Lenders, the Borrower will indemnify
each Lender for any loss or cost incurred by it resulting therefrom,
including, without limitation, any loss or cost in liquidating or employing
deposits acquired to fund or maintain the Eurodollar Rate Advance.







     SECTION 3.05. Lender Statements Survival of Indemnity. To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Rate Loans to reduce any liability
of the Borrower to such Lender under Sections 3.01 and 3.02 or to avoid the
unavailability of a Type of Advance under Section 3.03, so long as





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such designation is not disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender as to the amount due, if any, under
Sections 3.01, 3.02 or 3.04. Such written statement shall set forth in
reasonable detail the calculations upon which such Lender determined such
amount and shall be final, conclusive and binding on the Borrower in the
absence of manifest error. Determination of amounts payable under such
Sections in connection with a Eurodollar Rate Loan shall be calculated as
though each Lender funded its Eurodollar Rate Loan through the purchase of a
deposit of the type and maturity corresponding to the deposit used as a
reference in determining the Eurodollar Rate applicable to such Loan, whether
in fact that is the case or not. Unless otherwise provided herein, the amount
specified in the written statement shall be payable on demand after receipt by
the Borrower of the written statement. The obligations of the Borrower under
Sections 3.01, 3.02 and 3.04 shall survive payment of the Obligations and
termination of this Agreement.








ARTICLE IV




REPRESENTATIONS AND WARRANTIES




     The Borrower represents and warrants to each of the Lenders that:







     SECTION 4.01. Organization, Powers, etc. Each of the Loan Parties (a) is
a corporation, limited partnership or limited liability company (as
applicable) duly organized or formed, validly existing and in good standing
under laws of its state of incorporation or formation, (b) has the power and
authority to own or hold under lease the properties it purports to own or hold
under lease and to carry on its business as now conducted, (c) is duly
qualified or licensed to transact business in every jurisdiction in which such
qualification or licensing is necessary to enable it to enforce all of its
material contracts and other material rights and to avoid any material penalty
or forfeiture.







     SECTION 4.02. Authorization and Validity of this Agreement, etc. Each of
the Loan Parties has the power and authority to execute and deliver this
Agreement, the Notes, the Guaranties and the other Loan Documents to which it
is a party and to perform all its obligations hereunder and thereunder. The
execution and delivery by the Borrower of this Agreement and the Notes and by
each of the Loan Parties of the Guaranties and the other Loan Documents to
which it is a party and its performance of its obligations hereunder and
thereunder and any and all actions taken by the Loan Parties (a) have been duly
authorized by all requisite corporate action or other applicable limited
partnership or limited liability company action, (b) will not violate or be in
conflict with (i) any provisions of law (including, without limitation, any
applicable usury or similar law), (ii). any order, rule, regulation, writ,
judgment, injunction, decree or award of any court or other agency of
government, or (iii) any provision of its certificate of incorporation or
by-laws, certificate of limited partnership or limited partnership agreement,
or articles or certificate of formation or operating agreement (as applicable),
(c) will not violate, be in conflict with, result in a breach of or constitute
(with or without the giving of notice or the passage of time or both) a default
under any material indenture, agreement or other instrument to which such Loan
Party is a party or by which it or any of its properties or assets is or may be
bound (including without limitation any indentures pursuant to which any debt
Securities of the Borrower or the Old U.S. Home Debt Issues were issued), and
(d) except as otherwise contemplated by this Agreement, will not result in the
creation or imposition of any





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lien, charge or encumbrance upon, or any security interest in, any of its
properties or assets. Each of this Agreement, the Notes, the Guaranties and
the other applicable Loan Documents has been duly executed and delivered by
the applicable Loan Parties. The Loan Documents constitute legal, valid and
binding obligations of the applicable Loan Parties enforceable against the
applicable Loan Parties in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally.








     SECTION 4.03. Financial Statements. The Borrower heretofore has provided
to the Lenders (i) the consolidated balance sheet of the Borrower and its
Subsidiaries as November 30, 2003, and the related consolidated statements of
earnings, stockholders’ equity and cash flows for the 12-month period ended on
that date, audited and reported upon by Deloitte & Touche, independent
certified public accountants (the “Borrower Audited Financial Statements”),
and (ii) the consolidated balance sheet of the Borrower as of February 29,
2004, and the consolidated statements of earnings and cash flows of the
Borrower and its Subsidiaries for the three-month period ended on that date,
unaudited but certified to be true and accurate (subject to normal year-end
audit adjustments) by the President and an Authorized Financial Officer of the
Borrower (the “Borrower Unaudited Financial Statements”). Those financial
statements and reports (subject, in the case of the Borrower Unaudited
Financial Statements, to normal year-end audit adjustments), and the related
notes and schedules (if any), (a) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, (b) present fairly
the consolidated financial condition of the Borrower and its Subsidiaries as
of the date thereof, (c) show all material liabilities, direct or contingent,
of the Borrower and its Subsidiaries as of that date (including, without
limitation, liabilities for taxes and material commitments), and (d) present
fairly the consolidated shareholders’ equity, results of operations and cash
flows of the Borrower and its Subsidiaries at the date and for the period
covered thereby.







     SECTION 4.04. No Material Adverse Effect. Since the date of the Borrower
Audited Financial Statements, no event has occurred which has had or could
reasonably be expected to have a Material Adverse Effect. There are no
material unrealized or expected losses in connection with loans, advances and
other commitments of the Loan Parties.







     SECTION 4.05. Title to Properties. Schedule III hereto contains a complete
and accurate list of all Real Estate owned by the Loan Parties (identifying the
Loan Party that is the owner thereof), except those properties (i) acquired or
disposed of after November 30, 2003 or (ii) the loss or forfeiture of which
individually or in the aggregate would not have a Material Adverse Effect. Each
of the Loan Parties has good and marketable fee title, or title insurable by a
reputable and nationally recognized title insurance company, to the Real Estate
owned by it listed in Schedule III hereto, and to all the other assets owned by
it and either reflected on the balance sheet and related notes and schedules
most recently delivered by the Borrower to the Lenders (the “Recent Balance
Sheet”) or acquired by it after the date of that balance sheet and prior to the
date hereof, except (x) for those properties and assets which have been
disposed of since the date of the Recent Balance Sheet or which no longer are
used or useful in the conduct of its business and (y) that good and marketable
fee title, or title insurable by a reputable and nationally recognized title
insurance company, to certain of the properties located in Arizona listed in
Schedule III is held by the Persons and in the manner described in Schedule III
hereto. All such Real Estate and other assets owned by the Loan Parties
including the properties referred





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to in clause (y) above, are free and clear of all Mortgages, Liens, charges and
other encumbrances (other than Permitted Liens), except (i) in the case of Real
Estate, as reflected on title insurance policies insuring the interest of the
applicable Loan Party in the Real Estate or in title insurance binders issued
with respect to the Real Estate (some of which title insurance binders have
expired but were valid at the time of acquisition of the relevant Real Estate),
and (ii) as reflected in the Recent Balance Sheet, and none of those Mortgages,
Liens, charges or other encumbrances, individually or in the aggregate,
prevents or has a Material Adverse Effect upon the use by the Loan Parties of
any of their respective properties or assets as currently conducted or as
planned for the future.








     SECTION 4.06. Litigation. There is no action, suit, proceeding,
arbitration, inquiry or investigation (whether or not purportedly on behalf of
the Borrower or any of its Subsidiaries) pending or, to the best knowledge of
the Borrower, threatened against or affecting the Borrower or any of the
Subsidiaries which could reasonably be expected to have a Material Adverse
Effect. Neither the Borrower nor any of its Subsidiaries is in default with
respect to any final judgment, writ, injunction, decree, rule or regulation of
any court or federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign,
which default would or could have a Material Adverse Effect. Neither the
Borrower nor any of the other Loan Parties has any material contingent
obligations not provided for or disclosed in the Borrower Audited Financial
Statements or Borrower Unaudited Financial Statements or in any financial
statements delivered hereafter in accordance with this Agreement.







     SECTION 4.07. Payment of Taxes. There have been filed all federal, state
and local tax returns with respect to the operations of the Loan Parties which
are required to be filed, except where extensions of time to make those filings
have been granted by the appropriate taxing authorities and the extensions have
not expired. The Loan Parties have paid or caused to be paid to the appropriate
taxing authorities all taxes as shown on those returns and on any assessment
received by any of them, to the extent that those taxes have become due, except
for taxes the failure to pay which do not violate the provisions of Section
6.03 hereof. The Internal Revenue Service has completed an examination of the
Borrower’s federal income tax returns for the years ended 1980 through 1998,
and the Borrower has paid all additional taxes, assessments, interest and
penalties with respect to such years.







     SECTION 4.08. Agreements. Neither the Borrower nor any Subsidiary is a
party to any agreement or instrument or is subject to any charter or other
restriction that could reasonably be expected to have a Material Adverse Effect
on it. Neither the Borrower nor any Subsidiary is in material default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any material agreement or instrument to which it is a
party, and consummation of the transactions contemplated hereby and in the
other Loan Documents will not cause any Loan Party to be in material default
thereof.







     SECTION 4.09. Foreign Direct Investment Regulations. Neither the making
of the Advances nor the repayment thereof nor any other transaction
contemplated hereby will involve or constitute a violation by any Loan Party
of any provision of the Foreign Direct Investment Regulations of the United
States Department of Commerce or of any license, ruling, order, or direction
of the Secretary of Commerce thereunder.





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     SECTION 4.10. Federal Reserve Regulations.




     (a) Regulations U and X. Neither the Borrower nor any other Loan Party is
engaged
principally, or as one of its important activities, in the business of
extending credit for the
purpose of purchasing or carrying any margin stock (within the meaning of
Regulation U or
Regulation X of the Board of Governors of the Federal Reserve System of
the United States).
Margin stock (as defined in Regulation U) constitutes less than 25% of
those assets of the
Borrower and its Subsidiaries which are subject to any limitation on sale,
pledge, or other
restriction hereunder.



     (b) Use of Proceeds. No part of the proceeds of any of the Advances will
be used to
purchase or carry any such margin stock or to extend credit to others for
the purpose of
purchasing or carrying any such margin stock. If requested by the
Lenders, the Borrower shall
furnish to the Lenders a statement in conformity with the requirements of
Federal Reserve Form
U-l referred to in Regulation U of said Board of Governors. No part of
the proceeds of the
Advances will be used for any purpose that violates, or which is
inconsistent with, the provisions
of Regulation X of said Board of Governors.







     SECTION 4.11. Consents, etc. Except as set forth on Schedule V hereto, no
order, license, consent, approval, authorization of, or registration,
declaration, recording or filing (except for the filing of a Current Report on
Form 8-K, and a Quarterly Report on Form 10-Q, in each case with the
Securities and Exchange Commission) with, or validation of, or exemption by,
any governmental or public authority (whether federal, state or local,
domestic or foreign) or any subdivision thereof is required in connection
with, or as a condition precedent to, the due and valid execution, delivery
and performance by any Loan Party of this Agreement, the Notes, the Guaranties
or the other Loan Documents, or the legality, validity, binding effect or
enforceability of any of the respective terms, provisions or conditions
thereof. To the extent that any franchises, licenses, certificates,
authorizations, approvals or consents from any federal, state or local
(domestic or foreign) government, commission, bureau or agency are required
for the acquisition, ownership, operation or maintenance by any Loan Party of
properties now owned, operated or maintained by any of them, those franchises,
licenses, certificates, authorizations, approvals and consents have been
validly granted, are in full force and effect and constitute valid and
sufficient authorization therefor.







     SECTION 4.12. Compliance with Applicable Laws. The Borrower and its
Subsidiaries are in compliance with and conform to all statutes, laws,
ordinances, rules, regulations, orders, restrictions and all other legal
requirements of all domestic or foreign governments or any instrumentality
thereof having jurisdiction over the conduct of their respective businesses or
the ownership of their respective properties, the violation of which would
have a Material Adverse Effect on it, including, without limitation,
regulations of the Board of Governors of the Federal Reserve System, the
Federal Interstate Land Sales Full Disclosure Act, the Florida Land Sales Act
or any comparable statute in any other applicable jurisdiction. Neither the
Borrower nor any Subsidiary has received any notice to the effect that its
operations are not in material compliance with any of the requirements of
applicable Environmental Laws or any applicable federal, state and local
health and safety statutes and regulations or the subject of any federal or
state investigation evaluating whether any remedial action is needed to
respond to a release of any Hazardous Substances into the environment,





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which non-compliance or remedial action could reasonably be expected to have a
Material Adverse Effect.








     SECTION 4.13. Relationship of the Loan Parties. The Loan Parties are
engaged as an integrated group in the business of owning, developing and
selling Real Estate and of providing the required services, credit and other
facilities for those integrated operations. The Loan Parties require financing
on such a basis that funds can be made available from time to time to such
entities, to the extent required for the continued successful operation of
their integrated operations. The Advances to be made to the Borrower under this
Agreement are for the purpose of financing the integrated operations of the
Loan Parties, and the Loan Parties expect to derive benefit, directly or
indirectly, from the Advances, both individually and as a member of the
integrated group, since the financial success of the operations of the Loan
Parties is dependent upon the continued successful performance of the
integrated group as a whole.







     SECTION 4.14. Subsidiaries; Joint Ventures. Schedule VI hereto
contains a
complete and accurate list of (a) all Subsidiaries of the Borrower, including,
with respect to each Subsidiary, (i) its state of incorporation, (ii) all
jurisdictions (if any) in which it is qualified as a foreign corporation,
(iii) the number of shares of its Capital Stock outstanding, and (iv) the
number and percentage of those shares owned by the Borrower and/or by any
other Subsidiary, and (b) each Joint Venture, including, with respect to each
such Joint Venture, (i) its jurisdiction of organization, (ii) all other
jurisdictions in which it is qualified as a foreign entity and (c) all Persons
other than the Borrower that are parties thereto. All the outstanding shares
of Capital Stock of each Subsidiary of the Borrower are validly issued, fully
paid and nonassessable, except as otherwise provided by state wage claim laws
of general applicability. All of the outstanding shares of Capital Stock of
each Subsidiary owned by the Borrower or another Subsidiary as specified in
Schedule VI are owned free and clear of all Liens, security interests, equity
or other beneficial interests, charges and encumbrances of any kind
whatsoever, except for Permitted Liens. Neither the Borrower nor any other
Loan Party owns of record or beneficially any shares of the Capital Stock or
other equity interests of any Person that is not a Guarantor, except (x) the
Mortgage Banking Subsidiaries, (y) Joint Ventures in which such Loan Party is
permitted to invest pursuant to this Agreement and (z) the Subsidiaries listed
in Schedule VII hereto.







     SECTION 4.15. ERISA. Neither the Borrower nor any other Loan Party is
executing or delivering any of the Loan Documents or entering into any of the
transactions contemplated hereby, directly or indirectly, in connection with
any arrangement or understanding in any respect involving any “employee
benefit plan” with respect to which the Borrower or any other Loan Party is a
“party in interest” within the meaning of the Employee Retirement Income
Security Act of 1974, or a “disqualified person”, within the meaning of the
Internal Revenue Code 1986, as amended. No Unfunded Liabilities exist with
respect to any Single Employer Plans. Each Plan complies in all material
respects with all applicable requirements of law and regulations, no
Reportable Event has occurred with respect to any Plan, neither the Borrower
nor any other Loan Party nor any other members of the Controlled Group has
withdrawn from any Plan or initiated steps to do so, and no steps have been
taken to reorganize or terminate any Plan.







     SECTION 4.16. Investment Company Act. Neither the Borrower nor any
Subsidiary of the Borrower is an “investment company” or a company
“controlled” by an





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“investment company” within the meaning of the Investment Company Act of 1940,
as amended.








     SECTION 4.17. Public Utility Holding Company Act. Neither the Borrower
nor any Subsidiary of the Borrower is a “holding company” or a “subsidiary
company” of a “holding company”, or an “affiliate” of a “holding company” or
of a “subsidiary company” of a “holding company”, within the meaning of the
Public Utility Holding Company Act of 1935, as amended.







     SECTION 4.18. Subordinated Debt. The Obligations constitute senior
indebtedness
which is entitled to the benefits of the subordination provisions of all
outstanding Subordinated Debt, which outstanding Subordinated Debt as of the
Closing Date is identified in Schedule VIII.







     SECTION 4.19. Post-Retirement Benefits. The present value of the expected
cost of post-retirement medical and insurance benefits payable by the Borrower
and its Subsidiaries to its employees and former employees, as estimated by
the Borrower in accordance with procedures and assumptions deemed reasonable
by the Administrative Agent, does not exceed $5,000,000.







     SECTION 4.20. Insurance. The certificate signed by an Authorized
Financial Officer of the Borrower, that attests to the existence and adequacy
of, and summarizes, the property, casualty, and liability insurance programs
carried by the Loan Parties and that has been furnished by the Borrower to the
Administrative Agent and the Lenders, is complete and accurate. This summary
includes the insurer’s or insurers’ name(s), policy number(s), expiration
date(s), amount(s) of coverage, type(s) of coverage, exclusion(s), and
deductibles. This summary also includes similar information, and describes any
reserves, relating to any self-insurance program that is in effect.







     SECTION 4.21. Environmental Representations. To the best of the Borrower’s
knowledge and belief, no Hazardous Substances in material violation of any
Environmental Laws are present upon any of the Real Estate owned by the
Borrower or any Subsidiary or any Real Estate which is encumbered by any
Mortgage held by the Borrower or any Subsidiary, and neither the Borrower nor
any Subsidiary has received any notice to the effect that any of the Real
Estate owned by the Borrower or any Subsidiary or any of their respective
operations are not in compliance with any of the requirements of applicable
Environmental Laws or are the subject of any federal or state investigation
evaluating whether any remedial action is needed to respond to a release of any
Hazardous Substance into the environment which non-compliance or remedial
action could be reasonably expected to have a Material Adverse Effect.







     SECTION 4.22. Intentionally Omitted.







     SECTION 4.23. Minimum Adjusted Consolidated Tangible Net Worth. On the
Agreement Date, Adjusted Consolidated Tangible Net Worth exceeds the amount
required as of the Agreement Date under Section 7.01.







     SECTION 4.24. Intentionally Omitted.








     SECTION 4.25. No Misrepresentation. No representation or warranty by any
Loan Party contained herein or made hereunder and no certificate, schedule,
exhibit, report or other





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document provided or to be provided by any Loan Party in connection with the
transactions contemplated hereby or thereby (including, without limitation,
the negotiation of and compliance with the Loan Documents) contains or will
contain a misstatement of a material fact or omit to state a material fact
required to be stated therein in order to make the statements contained
therein, in the light of the circumstances under which made, not misleading.








ARTICLE V




CONDITIONS PRECEDENT








     SECTION 5.01. Conditions of Effectiveness. This Agreement shall become
effective when (i) the Administrative Agent shall have received counterparts
of this Agreement executed by the Borrower and all Lenders party hereto, (ii)
the Administrative Agent shall have received the fees provided to be paid
pursuant to the Fee Letter and (iii) the Administrative Agent shall have
received each of the following items (with all documents required below,
except as otherwise specified, to be dated the Closing Date, which date shall
be the same for all such documents, and each of such documents to be in form
and substance satisfactory to the Administrative Agent, to be fully and
properly executed by all parties thereto, and (except for the Notes) to be in
sufficient copies for each Lender), and the conditions specified below shall
have been satisfied:



     (a) A Facility A Note payable to the order of the Administrative Agent and
a Facility
A Note payable to the order of each Facility A Lender that shall have
requested a Facility A Note
in accordance with this Agreement; a Facility B Revolver Note and a
Facility B Term Note
payable to the order of the Administrative Agent and a Facility B Revolver
Note and Facility B
Term Note payable to the order of each of the Facility B Lenders that
shall have requested such
Notes in accordance with this Agreement.



     (b) From each Subsidiary of the Borrower (except for the Mortgage Banking
Subsidiaries and the Subsidiaries listed in Schedule VII hereto), a
Guaranty executed and
delivered as of the Closing Date or, if such Subsidiary has heretofore
executed and delivered a
Guaranty pursuant to the Original Credit Agreement or the Existing Credit
Agreement, a written
instrument executed by such Guarantor ratifying such Guaranties.



     (c) The favorable written opinions addressed to the Lenders, and in form
and
substance satisfactory to the Administrative Agent, from (i) Bilzin
Sumberg Baena Price &
Axelrod, LLP (counsel to the Borrower), with respect to (A) Borrower and
(B) any other Loan
Parties (other than those (if any) that are Subsidiaries of New U.S. Home)
that are incorporated
or formed under Florida, Delaware or New York law and that deliver a
Guaranty on the Closing
Date, which opinion shall be substantially in the form delivered pursuant
to the Existing Credit
Agreement but which shall be limited to this Agreement and the Notes and
Guaranties delivered
on the Closing Date hereunder and (ii) (if applicable) from Steven Lane
(Executive Director-
Legal, of New U.S. Home) substantially in the form delivered pursuant to
the Existing Credit
Agreement but only with respect to the Subsidiaries of New U.S. Home (if
any) that deliver
Guaranties on the Closing Date hereunder. The Borrower hereby instructs
such counsel to
prepare their opinions and deliver such opinions to the Lenders for the
benefit of the Lenders,
and such opinions shall contain a statement to such effect.





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     (d) The following supporting documents with respect to each Loan Party
(except as
otherwise provided below): (i) a copy of its certificate or articles of
incorporation or formation
or certificate of limited partnership (as applicable) certified as of a
date reasonably close to the
Closing Date to be a true and accurate copy by the Secretary of State of
its state of incorporation
or formation (except as otherwise provided below); (ii) a certificate of
that Secretary of State,
dated as of a date reasonably close to the Closing Date, as to its
existence and (if available) good
standing (except as otherwise provided below); (iii) a certificate of the
Secretary of State of each
jurisdiction, other than its state of incorporation, in which it does
business, as to its qualification
as a foreign corporation; (iv) a copy of its by-laws, partnership
agreement or operating
agreement (as applicable), certified by its secretary or assistant
secretary, general partner,
manager or other appropriate Person (as applicable) to be a true and
accurate copy of its by-laws,
partnership agreement or operating agreement (as applicable) in effect on
the Closing Date
(except as otherwise provided below); (v) a certificate of its secretary
or assistant secretary,
general partner, manager or other appropriate Person (as applicable), as
to the incumbency and
signatures of its officers or other Persons who have executed any
documents on behalf of such
Loan Party in connection with the transactions contemplated by this
Agreement; (vi) a copy of
resolutions of its Board of Directors, certified by its secretary or
assistant secretary to be a true
and accurate copy of resolutions duly adopted by such Board of Directors,
or other appropriate
resolutions or consents of, its partners or members certified by its
general partner or manager (as
applicable) to be true and correct copies thereof duly adopted, approved
or otherwise delivered
by its partners or members (to the extent necessary and applicable), each
of which is certified to
be in full force and effect on the Closing Date, authorizing the execution
and delivery by it of
this Agreement and any Notes, Guaranties and other Loan Documents
delivered on the Closing
Date to which it is a party and the performance by it of all its
obligations thereunder; and (vii)
such additional supporting documents and other information with respect to
its operations and
affairs as the Administrative Agent may reasonably request.



     (e) Certificates signed by a duly authorized officer of the Borrower
stating that: (i)
the representations and warranties of the Borrower contained in Article IV
hereof are correct and
accurate on and as of the Closing Date as though made on and as of the
Closing Date and (ii) no
event has occurred and is continuing which constitutes an Event of Default
or Unmatured
Default hereunder.



     (f) A certificate signed by an Authorized Financial Officer of the
Borrower showing
in reasonable detail the calculations used to determine the Leverage Ratio
for the Pricing Grid.



     (g) The certified financial statements provided for in Section 6.04(b) and
Section
6.04(c) hereof for the quarter ending February 29, 2004.



     (h) The report provided for in Section 6.04(g) hereof for the
quarter ending February 29, 2004.



     (i) The certified report provided for in Section 6.04(1) hereof for
the quarter ending February 29, 2004.



     (j) Such other documents as the Administrative Agent or its
counsel may reasonably request.




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     SECTION 5.02. Conditions Precedent to All Advances and Facility Letters
of
Credit.



     (a) No Lender shall be required to make any Advance (but excluding any
other
Advance that, after giving effect thereto and to the application of the
proceeds thereof, does not
increase the aggregate amount of outstanding Advances under the applicable
Facility) and no
Issuer shall be required to issue any Facility Letter of Credit, unless on
the applicable Borrowing
Date or Issuance Date:




     (i) the Administrative Agent shall have received notice of
Borrower’s request for the Advance as provided in Section 2.09(a) or
Letter of Credit Request as provided in Section 2.21 (a) and such other
approvals, opinions or documents as the Administrative Agent may
reasonably request;




     (ii) the representations and warranties of the Borrower contained
in Article IV hereof are true and correct as of such Borrowing Date or
Issuance Date; provided, however, that for the purposes hereof, (A) from
and after the date of delivery by the Borrower pursuant to Section
6.04(a) of the consolidated financial statements for the year ended
November 30, 2004, the references in Section 4.03 to “Borrower Audited
Financial Statements” shall be deemed to be references to the annual
audited financial statements most recently delivered by the Borrower
pursuant to Section 6.04(a) as of the date of the request for a Advance
or Letter of Credit Request and (B) from and after that date of delivery
by the Borrower pursuant to Section 6.04(b) of its consolidated
financial statements for the quarter ending May 31, 2004, the references
in Section 4.03 to “Borrower Unaudited Financial Statements” shall be
deemed to be references to the quarterly unaudited financial statements
most recently delivered by the Borrower pursuant to Section 6.04(b) as
of the date of that request for an Advance or Letter of Credit Request;




     (iii) All legal matters incident to the making of such Advance
shall be satisfactory to the Lenders and their counsel;




     (iv) There exists no Event of Default or Unmatured Default; and




     (v) The making of the Advance or issuance of the Facility Letter of
Credit will not result in any Event of Default or Unmatured Default.



     (b) Each Borrowing Notice with respect to each such Advance and each
Letter of
Credit Request shall constitute a representation and warranty by the
Borrower that all of the
conditions contained in this Section 5.02 have been satisfied.







ARTICLE VI




AFFIRMATIVE COVENANTS




     The Borrower covenants and agrees that from the date hereof until payment
in full of all the Obligations, termination of all Facility Letters of Credit
and termination of all Commitments,





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unless the Required Lenders otherwise shall consent in writing as provided in
Section 13.06 hereof, the Borrower will, and will cause each of its
Subsidiaries to:








     SECTION 6.01. Existence, Properties, etc. Do or cause to be done all
things or proceed with due diligence with any actions or courses of action
which may be necessary to preserve and keep in full force and effect its
existence under the laws of their respective states of incorporation or
formation and all qualifications or licenses in jurisdictions in which such
qualification or licensing is required for the conduct of its business or in
which the Lenders shall request such qualification; provided, however, that
nothing herein shall be deemed to prohibit (a) a Loan Party from (i) merging
into or consolidating with any other Loan Party or any other Subsidiary of the
Borrower; provided the Borrower is the surviving entity in the case of a merger
involving the Borrower and the Loan Party is the surviving entity in the case
of a merger involving a Loan Party and a Subsidiary that is not a Loan Party,
and (ii) declaring and paying dividends in complete liquidation or (b) a
Subsidiary that is not a Loan Party from merging into or consolidating with any
other Subsidiary that is not a Loan Party. The Borrower will, and will cause
each Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted and maintain all requisite authority to conduct its business in each
jurisdiction in which its business is conducted. The primary business of the
Borrower and its Subsidiaries shall at all times be the acquisition,
development and sale of real estate assets.







     SECTION 6.02. Notice. Give prompt written notice to the Administrative
Agent of (a) any proceeding instituted by or against the Borrower or any of
its Subsidiaries in any federal or state court or before any commission or
other regulatory body, federal, state or local, or any such proceedings
threatened against the Borrower or any Subsidiary in writing by any federal,
state or other governmental agency, which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect on the any Loan
Party, and (b) any other Event which could reasonably be expected to lead to
or result in a Material Adverse Effect on any Loan Party, or which, with or
without the giving of notice or the passage of time or both, would constitute
an Event of Default or a default under any material agreement other than this
Agreement to which any Loan Party is a party or by which any of its properties
or assets is or may be bound.







     SECTION 6.03. Payments of Debts. Taxes, etc. Pay all its debts and
perform all its obligations promptly and in accordance with the respective
terms thereof, and pay and discharge or cause to be paid and discharged
promptly all taxes, assessments and governmental charges or levies imposed
upon any Loan Party or upon any of their respective incomes or receipts or
upon any of their respective properties before the same shall become in
default or past due, as well as all lawful claims for labor, materials and
supplies or otherwise which, if unpaid, might result in the imposition of a
Lien or charge upon such properties or any part thereof; provided, however,
that it shall not constitute a violation of the provisions of this Section
6.03 if any Loan Party shall fail to perform any such obligation or to pay any
such debt (except for obligations for money borrowed), tax, assessment,
governmental charge or levy or claim for labor, materials or supplies which is
being contested in good faith, by proper proceedings diligently pursued, and
as to which adequate reserves have been provided.





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     SECTION 6.04. Accounts and Reports. Maintain a standard system of
accounting established and administered in accordance with GAAP, and provide
to the Lenders the following:



     (a) as soon as available and in any event within 120 days after the end of
each fiscal
year of the Borrower (commencing with the fiscal year ending November 30,
2004), a
consolidated balance sheet of the Borrower and its Subsidiaries as of the
end of that fiscal year
and the related consolidated statements of earnings, stockholders’ equity
and cash flows for that
fiscal year, all with accompanying notes and schedules, prepared in
accordance with GAAP
consistently applied and audited and reported upon by Deloitte & Touche or
another firm of
independent certified public accountants of similar recognized standing
selected by the Borrower
and acceptable to the Administrative Agent (such audit report shall be
unqualified except for
qualifications relating to changes in GAAP and required or approved by the
Borrower’s
independent certified public accountants);



     (b) as soon as available and in any event within 60 days after the end of
each of the
first three quarters, and within 120 days after the end of the fourth
quarter, of each fiscal year of
the Borrower (commencing with the quarter ending May 31, 2004), a
consolidated balance sheet
of the Borrower and its Subsidiaries as of the end of that quarter, and
the related consolidated
statement of earnings and cash flows of the Borrower and its Subsidiaries
for the period from the
beginning of the fiscal year to the end of that quarter, all prepared in
accordance with GAAP
consistently applied, unaudited but certified to be true and accurate,
subject to normal year-end
audit adjustments, by an Authorized Financial Officer of the Borrower;



     (c) within 60 days after the end of each of the first three quarters, and
within 120
days after the end of the fourth quarter, of each fiscal year of the
Borrower (commencing with
the quarter ending May 31, 2004), (i) a consolidating balance sheet of the
Loan Parties (in a form
acceptable to the Administrative Agent) as of the end of that quarter and
the related
consolidating statement of earnings of the Loan Parties (in a form
acceptable to the
Administrative Agent) for the period from the beginning of the fiscal year
to the end of that
quarter, and (ii) a consolidating balance sheet of the Mortgage Banking
Subsidiaries (in a form
acceptable to the Administrative Agent) as of the end of that quarter and
the related
consolidating statement of earnings of the Mortgage Banking Subsidiaries
(in a form acceptable
to the Administrative Agent) for the period from the beginning of the
fiscal year to the end of
that quarter, all prepared in accordance with GAAP consistently applied,
unaudited but certified
to be true and accurate, subject to normal year-end audit adjustments, by
an Authorized Financial
Officer of the Borrower;



     (d) intentionally omitted;



     (e) intentionally omitted;



     (f) concurrently with the delivery of the financial statements described
in subsection
(a) above, a letter signed by that firm of independent certified public
accountants to the effect
that, during the course of their examination, nothing came to their
attention which caused them
to believe that any Event of Default or Unmatured Default has occurred, or
if such Event of
Default or Unmatured Default has occurred, specifying the facts with
respect thereto; and





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concurrently with the delivery of the financial statements described in
subsections (b) and (c) above, a certificate signed by the President or
Executive Vice President and an Authorized Financial Officer of the Borrower
to the effect that having read this Agreement, and based upon an examination
which they deemed sufficient to enable them to make an informed statement,
there does not exist any Event of Default or Unmatured Default, or if such
Event of Default or Unmatured Default has occurred, specifying the facts with
respect thereto;




     (g) within 30 days after the end of each quarter of each fiscal year of
Borrower (commencing with the quarter ending May 31, 2004), a report, in
reasonable detail and in form and substance satisfactory to the Administrative
Agent, setting forth, as of the end of that quarter, with respect to each
Project owned by the Loan Parties, (i) the number of Housing Unit Closings,
(ii) the number of Housing Units either completed or under construction,
specifying the number thereof that are Completed Housing Units, (iii) the
number of Housing Units Under Contract, provided, however, that the foregoing
report shall only be required if, as of the last day of the applicable quarter
or fiscal year, the Borrower does not have an Investment Grade Rating from at
least one of the three Rating Agencies;



     (h) within 120 days after the end of each fiscal year of the Borrower
(commencing with the fiscal year ending November 30, 2004), a schedule of all
Real Estate owned by the Loan Parties in the form of Schedule III annexed
hereto or as otherwise required by Administrative Agent, which schedule, in
addition to providing all the categories of information specified in Schedule
III, shall specify those properties the interest and carrying charges
attributable to which are being deducted, for financial reporting purposes,
for the fiscal year in which they are paid and shall contain all such other
information as Administrative Agent shall require;



     (i) within 90 days after the beginning of each fiscal year of the
Borrower, a projection, in reasonable detail and in form and substance
satisfactory to the Administrative Agent, on a quarterly basis, of the cash
flow and of the earnings of the Borrower and its Subsidiaries for that fiscal
year and for the immediately succeeding fiscal year;



     (j) promptly upon becoming available, copies of all financial statements,
reports, notices and proxy statements sent by the Borrower to its stockholders,
and of all regular and periodic reports and other material (including copies of
all registration statements and reports under the Securities Act of 1933, as
amended (the “Securities Act”), and the Securities Exchange Act of 1934, as
amended) filed by the Borrower with any securities exchange or any governmental
authority or commission, except material filed with governmental authorities or
commissions relating to the development of Real Estate in the ordinary course
of the business of the Loan Parties and which does not relate to or disclose
any Material Adverse Effect;



     (k) as soon as available and in any event within 90 days after the end of
each of the first three quarters, and within 120 days after the end of the
fourth quarter, of each fiscal year of each Joint Venture, a balance sheet of
that Joint Venture as of the end of that quarter and a statement of earnings of
that Joint Venture for the period from the beginning of the fiscal year to the
end of that quarter, in the form furnished by the Joint Venture;





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     (l) within 60 days after the end of each of the first three quarters, and
within 90 days after the end of each fiscal year of the Borrower (commencing
with the quarter ending February 29, 2004 and fiscal year ending November 30,
2004), a report which (subject to the last sentence of this subsection (1))
shall include the information and calculations provided for in Exhibit H
attached hereto and such other condition in reasonable detail and be in form
and substance satisfactory to the Administrative Agent, with calculations
indicating that the Borrower is in compliance, as of the last day of such
quarterly or annual period, as the case may be, with the provisions of Articles
VII and VIII of this Agreement. Without limiting the generality of the
foregoing, (but subject to the last sentence of this subsection (1)) the
Borrower shall provide to the Lenders (i) a report calculating the Borrowing
Base in form and substance satisfactory to Administrative Agent, provided,
however, that the Borrower may, and upon request from the Administrative Agent
shall, also deliver such report as of the end of any calendar month, and, (ii)
a report containing the calculations necessary to indicate that the Borrower is
in compliance with the provisions of Sections 6.09 and 7.14, including a
certification of the outstanding principal amount of all loans and advances
made by any Loan Party to each of the applicable Mortgage Banking Subsidiaries,
as the case may be, and that all such loans and advances are duly evidenced by
the Mortgage Banking Subsidiaries Note in the possession of Administrative
Agent. The reports furnished pursuant to this subsection (1) shall be certified
to be true and correct by an Authorized Financial Officer of the Borrower and
shall also contain a representation and warranty by the Borrower that it is in
full compliance with the provisions of Article VII of this Agreement.
Notwithstanding the foregoing, the Borrowing Base report and the report
evidencing compliance with Section 7.02(a) shall only be required if, as of the
last day of the applicable quarter or fiscal year, the Borrower does not have
an Investment Grade Rating from at least two of the three Rating Agencies and
the report evidencing compliance with Sections 7.08 and 7.15 shall only be
required if, as of the last day of the applicable quarter or fiscal year, the
Borrower does not have an Investment Grade Rating from at least one of the
three Rating Agencies;



     (m) within 60 days after the end of each of the first three quarters, and
within 90 days after the end of each fiscal year of the Borrower (commencing
with the quarter ending May 31, 2004 and fiscal year ending November 30,
2004), a report, in reasonable detail and in form and substance satisfactory
to the Administrative Agent, with calculations indicating whether the
Borrower, as of the last day of such quarterly or annual period, as the case
may be, is in compliance with the provisions of Section 7.02(c);



     (n) if requested by Administrative agent, within 270 days after the close
of each fiscal year a statement of the Unfunded Liabilities of each Single
Employer Plan, certified as correct by an actuary enrolled under ERISA, but
the foregoing statement shall be required only if any Single Employer Plan
shall exist;



     (o) as soon as possible and in any event within 10 days after the
Borrower knows that any Reportable Event has occurred with respect to any
Plan, a statement, signed by an Authorized Financial Officer of the Borrower,
describing said Reportable Event and the action which the Borrower proposes to
take with respect thereto;



     (p) as soon as possible and in any event within 10 days after receipt
thereof by the Borrower or any of its Subsidiaries, a copy of (i) any notice
or claim to the effect that the






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Borrower or any of its Subsidiaries is or may be liable to any Person as a
result of the release by the Borrower, any of its Subsidiaries, or any other
Person of any Hazardous Substance into the environment, and (ii) any notice
alleging any violation of any Environmental law or any federal, state or local
health or safety law or regulation by the Borrower or any of its Subsidiaries,
which, in either case, could reasonably be expected to have a Material Adverse
Effect;




     (q) promptly upon the request of the Administrative Agent or any Lender,
an accurate legal description with respect to any Real Estate included in the
calculation of the Borrowing Base;



     (r) Intentionally Omitted




     (s) concurrently with the quarterly financial statements described in
subsection (b) above following the end of any quarter in which each new
Subsidiary that is to become a Guarantor under Section 6.07 hereof was formed,
the Borrower shall deliver to the Administrative Agent (i) a revised copy of
Schedule VI to this Agreement, adding thereto the information with respect to
such new Subsidiary required by Section 4.14 hereof; (ii) a Supplemental
Guaranty, substantially in the form provided for in the Guaranty, executed by
a duly authorized officer of such new Subsidiary; (iii) a copy of the
certificate of incorporation or other organizational document of such new
Subsidiary, certified by the secretary of state or other official of the state
or other jurisdiction of its incorporation; (iv) a copy of the bylaws of such
new Subsidiary, certified by the secretary or other appropriate officer or
partner of such Subsidiary; and (v) if requested by the Administrative Agent,
an opinion of the Borrower’s counsel in the form provided for in Section
5.01(d), modified to apply to the foregoing documents delivered hereunder;



     (t) Intentionally omitted.



     (u) such supplements to the aforementioned documents and additional
information (including, but not limited to, leasing, occupancy and
non-financial information) and reports as the Administrative Agent or any
Lender may from time to time reasonably require.







     SECTION 6.05. Access to Premises and Records. At all reasonable times and
as often as any Lender may reasonably request, permit authorized
representatives and agents (including accountants) designated by that Lender
to (a) have access to the premises of the Borrower and each Subsidiary and to
their respective corporate books and financial records, and all other records
relating to their respective operations and procedures, (b) make copies of or
excerpts from those books and records and (c) upon reasonable notice to the
Borrower, discuss the respective affairs, finances and operations of the
Borrower and its Subsidiaries with, and to be advised as to the same by, their
respective officers and directors.







     SECTION 6.06. Maintenance of Properties and Insurance. Maintain all its
properties and assets in good working order and condition and make all
necessary repairs, renewals and replacements thereof so that its business
carried on in connection therewith may be properly conducted at all times; and
maintain or require to be maintained (a) adequate insurance, by financially
sound and reputable insurers, on all properties of the Loan Parties which are
of character usually insured by Persons engaged in the same or a similar
business (including,





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without limitation, all Real Estate encumbered by Mortgages securing mortgage
loans made by any Loan Party, to the extent normally required by prudent
mortgagees, and all Real Estate which is subject of an Equity Investment by
any Loan Party, to the extent normally carried by prudent builder-developers)
against loss or damage resulting from fire, defects in title or other risks
insured against by extended coverage and of the kind customarily insured
against by those Persons, (b) adequate public liability insurance against tort
claims which may be incurred by any Loan Party, and (c) such other insurance
as may be required by law. Upon the request of the Administrative Agent, the
Borrower will furnish to the Lenders full information as to the insurance
carried. Notwithstanding the foregoing provisions of this
Section 6.06, the
Borrower shall be permitted to self-insure against all property and casualty
risks associated with its construction of dwelling units up to a maximum
aggregate construction exposure for any Project not to exceed at any time 10%
of Adjusted Consolidated Tangible Net Worth.








     SECTION 6.07. Financing: New Investing. Give the Administrative Agent (a)
advance written notice of the establishment of any new Significant Joint
Venture or the formation of any new Significant Subsidiary, which such new
Significant Subsidiary shall become a Guarantor, by and effective upon
compliance with the provisions of Section 6.04(s), unless (i) such Subsidiary
is a Joint Venture Subsidiary, (ii) the terms of the agreement creating such
Joint Venture prohibit the joint venturers thereof from being or becoming
liable for any Indebtedness other than Indebtedness of the Joint Venture and
(b) written notice of the formation of any new Subsidiary which is not a
Significant Subsidiary given not later than ninety (90) days after such
formation, which new Subsidiary shall become a Guarantor by and effective upon
compliance with the provisions of Section 6.04(s), unless (x) such Subsidiary
is a Joint Venture Subsidiary, and (y) the terms of the agreement creating such
Joint Venture prohibit the joint venturers thereof from being or becoming
liable for any Indebtedness other than Indebtedness of the Joint Venture;
provided, however, that (A) nothing in this Section 6.07 shall be deemed to
authorize the Borrower or any of its Subsidiaries to enter into any such
transaction if the same would violate any of the limitations set forth in
Article VII hereof, (B) such Subsidiary shall not be required to deliver a
Guaranty if applicable laws or regulations (such as, by way of example, laws
regulating insurance companies or providers of cable services) prohibit such
Subsidiary from delivering a Guaranty and (C) a Subsidiary that is not a
Wholly-Owned Subsidiary shall not be required to deliver a Guaranty.
Notwithstanding anything to the contrary in this Agreement, if at any time or
from time to time any event results in a Change in Status of a Guarantor, the
Borrower shall deliver notice thereof to the Administrative Agent, including a
reasonably detailed description of the Change in Status and a statement of the
effective date of the Change in Status. Such notice shall be delivered no later
than 60 days after the end of the fiscal quarter during which such Change in
Status occurs; provided, however, that with respect to any Change in Status
occurring during the last quarter of Borrower’s fiscal year, such notice shall
be delivered no later than 120 days after the end of such final fiscal quarter.
Each Change in Status event shall be effective as of the effective date of such
Change in Status, automatically, without any further action by any party to
this Agreement, and the Subsidiary that is subject to such Change in Status
shall no longer be a Guarantor. In connection with each Change in Status, the
Administrative Agent, on behalf of Lenders, shall promptly following receipt of
written notice of Change in Status, execute and deliver to the Borrower a
written confirmation of such Change in Status.





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     SECTION 6.08. Compliance with Applicable Laws. Promptly and fully comply
with, conform to and obey all present and future laws, ordinances, rules,
regulations, orders, writs, judgments, injunctions, decrees, awards and all
other legal requirements applicable to the Borrower, its Subsidiaries and their
respective properties, including, without limitation, Regulation Z of the Board
of Governors of the Federal Reserve System, the Federal Interstate Land Sales
Full Disclosure Act, ERISA, the Florida Land Sales Act or any similar statute
in any applicable jurisdiction, the violation of which would have a Material
Adverse Effect on any Loan Party.







     SECTION 6.09. Advances to the Mortgage Banking Subsidiaries. Cause the
Mortgage Banking Subsidiaries to execute and deliver the Mortgage Banking
Subsidiaries Note in order to evidence all loans and advances that now exist
or are hereafter made by any Loan Party to any of the Mortgage Banking
Subsidiaries, respectively; deposit the original Mortgage Banking Subsidiaries
Note with Administrative Agent; and obtain, prior to or contemporaneously with
the execution of this Agreement, written acknowledgments from each Mortgage
Banking Subsidiary that the aggregate of all loans and advances hereafter made
by any applicable Loan Party to such Mortgage Banking Subsidiary shall be
evidenced and governed by the Mortgage Banking Subsidiaries Note held by
Administrative Agent. At all times the principal amount of the Mortgage
Banking Subsidiaries Note held by Administrative Agent must equal or exceed
the aggregate principal amount of all loans and advances made by any Loan
Party to Mortgage Banking Subsidiaries, and upon the request of Administrative
Agent (but no more frequently than monthly), the Borrower shall obtain and
deliver to the Administrative Agent specific written acknowledgments from each
of the Mortgage Banking Subsidiaries to the effect that loans and advances
theretofore made by any applicable Loan Party to the Mortgage Banking
Subsidiaries are evidenced by the Mortgage Banking Subsidiaries Note. In the
event that after the Agreement Date any Loan Party organizes or acquires any
Mortgage Banking Subsidiary, such Mortgage Banking Subsidiary shall, upon such
organization or acquisition, join in and become a maker of a replacement
Mortgage Banking Subsidiaries Note, such new Mortgage Banking Subsidiaries
Note shall be deposited with the Administrative Agent pursuant to this Section
6.09, and all references in this Agreement to Mortgage Banking Subsidiaries
shall thereafter be deemed references to all such Mortgage Banking
Subsidiaries.







     SECTION 6.10. Use of Proceeds. Use the proceeds of the Advances for
working capital and general corporate purposes and to finance Acquisitions
consummated with the prior approval of the Board of Directors or a majority of
the shareholders of the Person to be acquired.







     SECTION 6.11. REFT Subsidiary. For as long as it remains a financing
entity, the REIT Subsidiary shall at all times maintain its status as a
qualified real estate investment trust in accordance with Section 856 of the
Code.







ARTICLE VII




NEGATIVE COVENANTS




     The Borrower covenants and agrees that from the date hereof until payment
in full of all the Obligations, termination of all Facility Letters of Credit
and termination of the





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Commitments, unless the Required Lenders otherwise shall consent in writing as
provided in Section 13.06 hereof, the Borrower will not, either directly or
indirectly:








     SECTION 7.01. Minimum Adjusted Consolidated Tangible Net Worth. Permit
Adjusted Consolidated Tangible Net Worth at any time to be less than the sum
of (a) $1,541,000,000, plus (b) an amount equal to the amount (if any) by
which (i) 50% of the cumulative amount of positive Consolidated Net Income of
the Loan Parties for each fiscal quarter of the Borrower ending after November
30, 2002 for which the Loan Parties, taken as a whole, had Consolidated Net
Income exceeds (ii) the aggregate amount paid by the Borrower after November
30, 2002 to purchase or redeem its equity Securities, plus (c) an amount equal
to 50% of the aggregate amount of the increase in Adjusted Consolidated
Tangible Net Worth resulting from the issuance of equity Securities of the
Borrower after November 30, 2002. For purposes of this
Section 7.01, the term
“Consolidated Net Income,” when used in respect of any period, shall not
include any loss for such period.







     SECTION 7.02. Limitation on Indebtedness.




     (a) Borrowing Base Limitation. At any time at which the Borrower does not
have an
Investment Grade Rating from at least two of the Rating Agencies, permit
the aggregate
outstanding amount of the sum of all Borrowing Base Debt to exceed the
Borrowing Base at
such time (the “Borrowing Base Limitation”).



     (b) Maximum Leverage Ratio. At any time, permit the Leverage Ratio to
equal or
exceed fifty-five percent (55%).



     (c) Minimum Interest Coverage Ratio. At any time, permit the Interest
Coverage
Ratio to be less than 2.00 to 1.00.








     SECTION 7.03. Guaranties. Make or suffer to exist any Contingent
Obligation
(including, without limitation, any Contingent Obligation with respect to the
obligations of a Subsidiary or Joint Venture but excluding any Repurchase
Guaranty) or otherwise assume, guarantee or in any way become contingently
liable or responsible for obligations of any other Person, whether by agreement
to purchase those obligations of any other Person, or by agreement for the
furnishing of funds through the purchase of goods, supplies or services
(whether by way of stock purchase, capital contribution, advance or loan) for
the purpose of paying or discharging the obligations of any other Person,
except for: (a) guaranties of obligations of the Loan Parties issued in the
ordinary course of business; (b) the endorsement of negotiable instruments in
the ordinary course of business; (c) guaranties of performance and completion
and performance and completion bonds issued in connection with the construction
of Real Estate developments owned by a Loan Party; (d) the Guaranties; or (e)
guaranties (including without limitation LTV Maintenance Agreements) of
liabilities incurred by Joint Ventures to which the Borrower or a Joint Venture
Subsidiary is a party, provided that all such guaranties outstanding at any one
time, do not exceed 20% of the Adjusted Consolidated Tangible Net Worth. For
purposes of the foregoing clause (e) the outstanding amount of any LTV
Maintenance Agreement shall be determined as provided in the definition of LTV
Maintenance Agreement. None of the foregoing clauses, however, shall be deemed
to permit (i) any Loan Party to guaranty any obligations of any one or more of
the Mortgage Banking





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Subsidiaries (other than a Repurchase Guaranty) or any Subsidiary identified in
Schedule VII if any such guaranty would cause a violation of Section 7.02 or
any obligations of LNR or (ii) the Borrower to guaranty any obligations under
any of the Old U.S. Home Debt Issues.








     SECTION 7.04. Sale of Assets: Acquisitions: Merger.



     (a) Intentionally Omitted.



     (b) Do any of the following:




     (i) sell, assign, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of
the assets (whether now owned or hereafter acquired) of the Borrower and
the Subsidiaries (on a consolidated basis) except for the sale of
inventory in the ordinary course of business;




     (ii) merge into or consolidate with any other Person or permit any
other Person to merge into or consolidate with it;




     (iii) dissolve, liquidate or wind up its business by operation of
law or otherwise; or




     (iv) distribute to the stockholders of the Borrower any Securities
of any Subsidiary;



provided, however, that any Subsidiary or any other Person may merge into or
consolidate with or may dissolve and liquidate into a Loan Party and any
Subsidiary that is not a Loan Party may merge into or consolidate with or may
dissolve and liquidate into another Subsidiary that is not a Loan Party, if
(and only if), (1) in the case of a merger or consolidation involving a Loan
Party, the Loan Party is the surviving Person, (2) in the case of a merger or
consolidation involving the Borrower, the Borrower is the surviving Person,
(3) the character of the business of the Borrower and the Subsidiaries on a
consolidated basis will not be materially changed by such occurrence, and (4)
such occurrence shall not constitute or give rise to an Event of Default or
Unmatured Default or a default in respect of any of the covenants contained in
any agreement to which the Borrower or any such Subsidiary is a party or by
which its property may be bound.




     (c) Acquire another Person unless (i) the primary business of such Person
is the Real
Estate Business and (ii) the majority of shareholders (or other equity
interest holders), the board
of directors or other governing body of such Person approves such
Acquisition.



     Nothing contained in this Section 7.04, however, shall restrict any sale
of assets among the Borrower and the Guarantors which is in compliance with
all other provisions of this Agreement.







     SECTION 7.05. Investments. Purchase or otherwise acquire, hold or invest
in the
Securities (whether Capital Stock or instruments evidencing debt) of, make
loans or advances to, enter into any arrangements for the purpose of providing
funds or credit to, or make any Equity Investment in, any Person which is not
a Loan Party on the Closing Date or a Subsidiary which becomes a Guarantor
upon the making of the investment, except for: (i) (A) Investments in or



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loans or advances to Joint Ventures to which the Borrower or a Subsidiary is a
party; and (B) Investments in or loans or advances to the Mortgage Banking
Subsidiaries and the Subsidiaries listed in Schedule VII, provided that the
sum of the aggregate of all Investments, loans and advances outstanding at any
time under clause (A) and the loans and advances (but not equity Investments)
outstanding at any time under clause (B) does not exceed 30% of Adjusted
Consolidated Tangible Net Worth; and (ii) (A) purchases of direct obligations
of the government of the United States of America or any agency thereof, or
obligations unconditionally guaranteed by the United States of America; (B)
certificates of deposit of any bank, organized or licensed to conduct a
banking business under the laws of the United States or any state thereof
having capital, surplus and undivided profits of not less than $100,000,000;
(C) Investments in commercial paper which, at the time of acquisition by the
Borrower or a Subsidiary, is accorded an “A” or equivalent rating by any of
the Rating Agencies or any other nationally recognized credit rating agency of
similar standing; (D) investments in publicly traded, readily marketable
securities traded on a recognized national exchange or over-the-counter; (E)
loans or advances by the Borrower or a Guarantor to, or Securities or
Indebtedness of, a real estate or homebuilding company to be acquired by the
Borrower for the purpose of obtaining control of specific homebuilding assets
of that homebuilding company, provided, however, that such loans, advances or
Indebtedness are secured by Mortgages on land, homes under construction and/or
homes inventory of such real estate or homebuilding company; and (F) loans by
the REIT Subsidiary to other Loan Parties.








     SECTION 7.06. Disposition; Encumbrance or Issuance of Certain Stock. Sell,
transfer or otherwise dispose of, or pledge, grant a security interest, equity
interest or other beneficial interest in or otherwise encumber any of the
outstanding shares of Capital Stock of any Mortgage Banking Subsidiary, or
permit any Mortgage Banking Subsidiary to sell, issue or otherwise transfer any
shares of its Capital Stock to any Person other than a Loan Party.







     SECTION 7.07. Subordinated Debt. Directly or indirectly make any
payment of
principal or interest with respect to any Subordinated Debt prior to the date
the same is due, or amend or modify the terms of any Subordinated Debt except
for extensions of the due date thereof, or directly or indirectly redeem,
retire, defease, purchase or otherwise acquire any Subordinated Debt.







     SECTION 7.08. Housing Units. At any time at which the Borrower does not
have an Investment Grade Rating from at least one of the three Rating Agencies,
Permit the total number of Housing Units owned by the Loan Parties, including
Housing Units under construction, but excluding model Housing Units and Housing
Units Under Contract, at any time to exceed 35% of the total number of Housing
Unit Closings during the immediately preceding 12-month period, provided that
Housing Unit Closings shall include closings of the sale of housing units by
entities that were acquired, and became Loan Parties, during the applicable
period.







     SECTION 7.09. Construction in Progress. Cause, suffer or permit to
exist any
Mortgage, security interest or other encumbrance (other than Liens described
in clause (k) of the definition of “Permitted Liens”) to secure Indebtedness
on any Housing Unit or other building or structure (including, without
limitation, any asset reported as “Construction in Progress” in the financial
statements of the Borrower) that is under construction on any land owned or
leased by



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any Loan Party; provided, however, that the Borrower may cause, suffer or
permit to exist purchase money Mortgages having an aggregate outstanding
principal balance not exceeding $50,000,000 at any time on assets so reported
as “Construction in Progress.”








     SECTION 7.10. No Margin Stock. Use any of the proceeds of the Advances to
purchase or carry any “margin stock” (as defined in Regulation U).







     SECTION 7.11. Mortgage Banking Subsidiaries’ Capital Ratio. Permit the
ratio of the combined total Indebtedness of the Mortgage Banking Subsidiaries
to the Mortgage Banking Subsidiaries Adjusted Net Worth to exceed, at any time,
eight (8) to one (1).







     SECTION 7.12. Transactions with Affiliates. Enter into any transaction
(including, without limitation, the purchase or sale of any property or
service) with, or make any payment or transfer to, any Affiliate, except in
the ordinary course of business and pursuant to the reasonable requirements of
the Borrower’s or a Subsidiary’s business and upon fair and reasonable terms
no less favorable to the Borrower or such Subsidiary than the Borrower or such
Subsidiary would obtain in a comparable arms’-length transaction.







     SECTION 7.13. Restrictions on Advances to Mortgage Banking Subsidiaries.
Subject to Section 7.05. (a) permit any loan or advance to be made by a Loan
Party to a Mortgage Banking Subsidiary, except for loans and advances from a
Loan Party to the Mortgage Banking Subsidiaries which are made under, and
evidenced by, the Mortgage Banking Subsidiaries Note that is in the possession
of Administrative Agent and for which the Borrower shall have obtained a
written acknowledgment from each Mortgage Banking Subsidiary that the same are
evidenced and governed by the Mortgage Banking Subsidiaries Note; (b) permit
the aggregate amount of all loans and advances made by the Loan Parties to any
Mortgage Banking Subsidiary outstanding at any time to exceed the sum of (i)
the net carrying value of all mortgage loans held by such Mortgage Banking
Subsidiary, less the aggregate principal amount of all promissory notes
payable by such Mortgage Banking Subsidiary to banks or other lenders, and
less the aggregate principal amount of all mortgage loans held for sale by
such Mortgage Banking Subsidiaries which are pledged, assigned or otherwise
encumbered, to the extent that said aggregate amount exceeds the aggregate
principal amount of notes payable by such Mortgage Banking Subsidiary to banks
or other lenders, and (ii) 1.5% of the principal amount of all mortgages
serviced by such Mortgage Banking Subsidiary, less any loans or other
financing to such Mortgage Banking Subsidiary associated with the servicing
portfolio (exclusive of those amounts deducted in the calculation required
under clause (i) above) if, and to the extent that, the servicing rights with
respect to such mortgages are not subject to any Lien; (c) assign, transfer,
pledge, hypothecate or encumber in any way the Mortgage Banking Subsidiaries
Note, any interest therein or any sums due or to become due thereunder; (d)
modify, amend, extend or in any way change the terms of the Mortgage Banking
Subsidiaries Note; (e) make any principal advances to any Mortgage Banking
Subsidiary, under the Mortgage Banking Subsidiaries Note or otherwise, at any
time after the Administrative Agent has been granted a security interest in
the Mortgage Banking Subsidiaries Note pursuant to Section 8.02 except to the
extent of any principal prepayments under the Mortgage Banking Subsidiaries
Note in excess of the mandatory principal payments required thereunder; or (f)
permit a Mortgage Banking Subsidiary to enter into any agreement or agreements
which (i) in any way restrict the payment of dividends by such Mortgage
Banking Subsidiary or (ii) individually, or in the aggregate, impose any
restriction on



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the repayment of any indebtedness of a Mortgage Banking Subsidiary to any
Person (including, without limitation, the indebtedness payable under the
Mortgage Banking Subsidiaries Note) other than a restriction on the payment of
the last $5,000,000 of principal indebtedness of UAMC (i.e., such permitted
restriction shall be applicable only after the aggregate principal amount of
indebtedness owed by UAMC to any Person shall be less than or equal to
$5,000,000).








     SECTION 7.14. Mortgage Banking Subsidiaries Adjusted Net Worth. Permit
the Mortgage Banking Subsidiaries Adjusted Net Worth at any time to be less
than $30,000,000.







     SECTION 7.15. Investments in Land. At any time at which the Borrower does
not have an Investment Grade Rating from at least one of the three Rating
Agencies, permit the (a) sum of (i) the Loan Parties’ investments in
unimproved land plus (ii) the amount by which the Loan Parties’ investments in
improved land exceeds Qualified Finished Lots to exceed (b) the sum of (i)
100% of Adjusted Consolidated Tangible Net Worth plus (ii) the lesser of (A)
$300,000,000 and (B) 50% of Subordinated Debt.







     SECTION 7.16. Liens and Encumbrances.



     (a) Negative Pledge. Grant or suffer or permit to exist any Liens on any
of its rights,
properties or assets other than Permitted Liens.



     (b) No Agreement for Negative Pledge. Agree with any third party not to
create,
assume or suffer to exist any Lien securing the Obligations on or of any
of its property, real or
personal, whether now owned or hereafter acquired.







ARTICLE VIII




RELEASE OF COLLATERAL; PLEDGE OF MORTGAGE BANKING SUBSIDIARIES

NOTE








     SECTION 8.01. Release of Collateral. The Administrative Agent shall
release or cause to be released on the Closing Date all “Collateral” (as
described in the Existing Credit Agreement) that has been pledged to the
Administrative Agent (or the “Collateral Trustee” as defined in the Existing
Credit Agreement) and shall promptly return or cause to be returned to the
Borrower all stock certificates in respect of such collateral that are held by
the Administrative Agent (or such “Collateral Trustee”).







     SECTION 8.02. Mortgage Banking Subsidiaries Note.



     (a) Pledge. Upon the request of the Administrative Agent (which may not
be made without the prior written consent from the Required Lenders and which
shall be made upon the written request of the Required Lenders), the Borrower
shall grant, and shall cause any Guarantor that is a payee under the Mortgage
Banking Subsidiaries Note to grant, the Administrative Agent on behalf of the
Lenders as security for the payment in full of all the Obligations, a first
lien and security interest in any Mortgage Banking Subsidiaries Note.
Notwithstanding anything to the contrary provided in this Agreement, the
Borrower agrees that the Mortgage Banking Subsidiaries Note Pledge Agreement
shall require all principal payments



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payable under the Mortgage Banking Subsidiaries Note to be made directly to
the Administrative Agent and applied to the principal outstanding under the
Notes as required under Section 2.06(d).




     (b) Pledge Documentation. If and when the Borrower is required to grant
the
Administrative Agent a security interest in the Mortgage Banking
Subsidiaries Note pursuant to
Section 8.02(a) the Borrower shall deliver to the Administrative Agent:




     (i) a pledge and security agreement (the “Mortgage Banking
Subsidiaries Note Pledge Agreement”), in form and substance satisfactory
to the Administrative Agent, duly executed by the Borrower and each
Guarantor that is a payee under the Mortgage Banking Subsidiaries Note,
granting the Administrative Agent on behalf of the Lenders, a first lien
on, and security interest in, the Mortgage Banking Subsidiaries Note;




     (ii) an endorsement or allonge to the Mortgage Banking Subsidiaries
Note, in form and substance satisfactory to the Administrative Agent,
duly executed by the Borrower and each Guarantor that is a payee under
the Mortgage Banking Subsidiaries Note, transferring the Mortgage
Banking Subsidiaries Note to the Administrative Agent on behalf of the
Lenders; and




     (iii) a written acknowledgment duly executed by the Borrower and
each Guarantor that is a payee under the Mortgage Banking Subsidiaries
Note, that the Administrative Agent holds the Mortgage Banking
Subsidiaries Note as security for the Obligations.



     (c) All the foregoing documents shall be delivered to the Administrative
Agent on or
before the date that the Borrower is required to grant the Administrative
Agent the security
interest in the Mortgage Banking Subsidiaries Note. All of the
documentation and other items
required under this Section 8.02 must be fully satisfactory, both in form
and substance, to the
Administrative Agent. In addition to the foregoing, at the request of the
Administrative Agent,
the Borrower shall, and shall cause each Guarantor that is a payee under
the Mortgage Banking
Subsidiaries Note to, execute and deliver to the Administrative Agent such
assignments, pledges,
financing statements and other documents, and cause to be done such
further acts, all as the
Administrative Agent from time to time may deem necessary or appropriate
to evidence,
confirm, perfect or protect any security interest required to be granted
to the Administrative
Agent hereunder.







ARTICLE IX




EVENTS OF DEFAULT








     SECTION 9.01. Events of Default. The occurrence of any one or more of the
following Events shall constitute an “Event of Default”:



     (a) any representation or warranty made or deemed made by or on behalf of
any Loan Party to the Lenders, the Issuer, the Swing Line Bank or the
Administrative Agent under or in connection with this Agreement or any Loan
Document shall be false or misleading in any material respect when made;



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     (b) any report, certificate, financial statement or other document or
instrument
furnished in connection with this Agreement or the Loans hereunder shall
be false or misleading
in any material respect when furnished;



     (c) default shall be made in the payment of (i) the principal of any of
the Notes when
and as due and payable, or (ii) the interest on any of the Notes, any fees
or any other sums due
pursuant to Article II, which default continues for five days after the
same becomes due and
payable;



     (d) default shall be made with respect to any Indebtedness or Contingent
Obligations
of any Loan Party (other than the Indebtedness evidenced by the Notes,
Non-Recourse
Indebtedness and Indebtedness of a Loan Party to another Loan Party),
beyond any applicable
period of grace, or default shall be made with respect to the performance
of any other obligation
or incurred in connection with any such Indebtedness or liabilities beyond
any applicable period
of grace, or default shall be made with respect to any other liability of
$10,000,000 or more, if
the effect of any such default is to accelerate the maturity of such
Indebtedness or liability or to
cause any other liability to become due prior to its stated maturity, or
any such Indebtedness or
liability shall not be paid when due and such default shall not have been
remedied or cured by
such Loan Party or waived by the obligor;



     (e) default shall be made in the due observance or performance of any of
the
provisions of Article VII or Article VIII or any other covenant, agreement
or condition on the
part of any Loan Party to be performed under or in connection with this
Agreement or any Loan
Document, and such default shall have continued for a period of thirty
(30) days after the
occurrence thereof;



     (f) any Loan Party shall (i) petition or apply for, seek, consent to, or
acquiesce in, the
appointment of a receiver, trustee, examiner, custodian, liquidator or
similar official of such
Loan Party or any of its properties or assets, (ii) be unable, or admit in
writing its inability, to pay
its debts as they mature, (iii) make a general assignment for the benefit
of or a composition with
its creditors, (iv) have an order for relief entered with respect to it
under the Federal bankruptcy
laws as now or hereafter in effect, (v) institute any proceeding seeking
an order for relief under
the Federal bankruptcy laws as now or hereafter in effect, or file a
petition or an answer seeking
dissolution, winding up, liquidation or reorganization or an arrangement
with creditors or a
composition of its debts or to take advantage of any bankruptcy,
reorganization, insolvency,
readjustment of debts, dissolution or liquidation law or statute or other
statute or law for the
relief of debtors, or file any answer admitting the material allegations
of a petition filed against it
in any proceeding under such law, or fail to file an answer or other
pleading denying the material
allegations of any such proceeding filed against it, or if corporate or
other action shall be taken
by such Loan Party for the purpose of effecting any of the foregoing, or
(vi) fail to contest in
good faith any appointment or proceeding described in Section 9.0 l(g):



     (g) an order, judgment, or decree shall be entered without the
application, approval,
or consent of any Loan Party by any court of competent jurisdiction
appointing a receiver, trustee
or liquidator of any Loan Party or a proceeding described in Section 9.0
l(f) shall be instituted
against the any Loan Party, and such appointment shall continue
undischarged or such
proceeding continues undismissed or unstayed for any period of 45 days;



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     (h) final judgment for the payment of money in excess of an aggregate of
$10,000,000 shall be rendered against the any Loan Party and the same shall
remain undischarged or not appealed for a period of 30 days during which
execution shall not be effectively stayed;



     (i) there shall occur any Event or Events which, individually or in the
aggregate, shall be deemed by the Required Lenders to have had a Material
Adverse Effect;



     (j) any Loan Party shall be the subject of any proceeding or
investigation pertaining to the release by any Loan Party, any of its
Subsidiaries or any other Person of any Hazardous Substance into the
environment, or any violation of any Environmental Law or any federal, state
or local health or safety law or regulation, which, in either case, could
reasonably be expected to have a Material Adverse Effect; or



     (k) there shall occur any Change in Control of
the Borrower.







     SECTION 9.02. Remedies.



     (a) Acceleration. If any Event of Default described in Section 9.0 l(f)
or (g) occurs
with respect to the Borrower, the obligations of the Lenders to make
Loans, the Swing Line Bank
to make Swing Line Loans and the Issuer to issue Facility Letters of
Credit hereunder shall
automatically terminate and the Obligations (including all Facility Letter
of Credit Obligations)
shall immediately become due and payable without any election or action on
the part of the
Administrative Agent or any Lender. If any other Event of Default occurs
and is continuing, the
Administrative Agent may, and upon written direction of the Required
Lenders shall, terminate
or suspend the obligations of the Lenders to make Loans, the Swing Line
Bank to make Swing
Line Loans and the Issuer to issue Facility Letters of Credit hereunder,
or declare the Obligations
(including all Facility Letter of Credit Obligations) to be due and
payable, or both, whereupon
the Obligations (including all Facility Letter of Credit Obligations)
shall become immediately
due and payable, without presentment, demand, protest or notice of any
kind, all of which the
Borrower hereby expressly waives.



     (b) Recission of Acceleration. If, within 30 days after acceleration of
the maturity of
the Obligations or termination of the obligations of the Lenders to make
Loans hereunder as a
result of any Event of Default (other than any Event of Default as
described in Section 9.01 (f) or
(g) with respect to the Borrower and before any judgment or decree for the
payment of the
Obligations due shall have been obtained or entered, the Required Lenders
(in their sole
discretion) shall so direct, the Administrative Agent shall, by notice to
the Borrower, rescind and
annul such acceleration and/or termination.







     SECTION 9.03. Application of Payments.



     (a) Subject to the provisions of Section 11.02 and any provisions of this
Agreement specifically providing for payments to be applied to a particular
Facility, the Administrative Agent shall, unless otherwise specified at the
direction of the Required Lenders which direction shall be consistent with the
last sentence of this Section 9.03, apply all payments and prepayments in
respect of any Obligations (except as hereinafter provided) in the following
order:



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           (i) first, to pay interest on and then principal of
any portion of the Loans which the Administrative Agent may
have advanced on behalf of any Lender for which the
Administrative Agent has not then been reimbursed by such
Lender or the Borrower;




           (ii) second, to pay Obligations in respect of any
fees, expenses, reimbursements or indemnities then due to the
Administrative Agent;




           (iii) third, to pay Obligations in respect of any
fees, expenses, reimbursements or indemnities then due to the
Lenders and the Issuer(s);




           (iv) fourth, to pay interest due in respect of Swing Line Loans;




           (v) fifth, to pay interest due in respect of Loans
(other than Swing Line Loans) and Facility Letter of Credit
Obligations;




           (vi) sixth, to the ratable payment or prepayment of
principal outstanding on Swing Line Loans;




           (vii) seventh, to the ratable payment or prepayment
of principal outstanding on Loans (other than Swing Line
Loans) and Reimbursement Obligations;




           (viii) eighth, to the Letter of Credit Collateral Account in an
amount equal to the outstanding Facility Letter of Credit
Obligations to the extent required under Section 2.2 l(h);
and




           (ix) ninth, to the ratable payment of all other Obligations.



Unless otherwise designated (which designation shall only be applicable prior
to the occurrence of an Event of Default) by the Borrower, all principal
payments in respect of Loans (other than Swing Line Loans) under a Facility
shall be applied first, to repay outstanding Floating Rate Loans under such
Facility and then to repay outstanding Eurodollar Rate Loans under such
Facility, with those that have earlier expiring Interest Period being repaid
prior to those that have later expiring Interest Periods. The order of priority
set forth in this Section 9.03(a) and the related provisions of this Agreement
are set forth solely to determine the rights and priorities of the
Administrative Agent, the Lenders, the Swing Line Bank and the Issuer(s) as
among themselves. The order of priority set forth in clauses (i) through (ix)
of this Section 9.03(a) may at any time and from time to time be changed by the
Required Lenders without necessity of notice to or consent of or approval by
the Borrower or any other Person; provided, that the order of priority set
forth in clauses (i) and (ii) may be changed only with the prior written
consent of the Administrative Agent and the order of priority of payments in
respect of Swing Line Loans may be changed only with the prior written consent
of the Swing Line Bank.




     (b) Intentionally Omitted.







ARTICLE X




THE ADMINISTRATIVE AGENT




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     SECTION 10.01. Appointment. Bank One, NA is hereby appointed
Administrative Agent hereunder and under each other Loan Document and, subject
to the provisions of Section 10.14 below, each of the Lenders irrevocably
authorizes the Administrative Agent to act as the Administrative Agent of such
Lender. The Administrative Agent agrees to act as such upon the express
conditions contained in this Article X. The Administrative Agent shall not have
a fiduciary relationship in respect of any Lender by reason of this Agreement.
Deutsche Bank Trust Company Americas is hereby appointed to act as Syndication
Agent hereunder. Bank of America, N.A., Calyon New York Branch, Wachovia Bank,
National Association, The Royal Bank of Scotland pic, BNP Paribas, Comerica
Bank and SunTrust Bank are hereby appointed as Documentation Agents hereunder.
Guaranty Bank and Citicorp North America, Inc. are hereby appointed as Managing
Agents hereunder. U.S. Bank National Association and Washington Mutual Bank, FA
are hereby appointed as Co-Agents hereunder. Except for rights of consent or
approval given to the Syndication Agent under this Agreement, neither the
Syndication Agent, nor the Documentation Agents nor the Managing Agents nor the
Co-Agents shall have any right, power, obligation, liability, responsibility or
duty under this Agreement in such capacity.







     SECTION 10.02. Powers. The Administrative Agent shall have and may
exercise such powers under the Loan Documents as are specifically delegated to
the Administrative Agent by the terms of each thereof, together with such
powers as are reasonably incidental thereto. The Administrative Agent shall
have no implied duties to the Lenders, or any obligation to the Lenders to
take any action thereunder except any action specifically provided by the Loan
Documents to be taken by the Administrative Agent.







     SECTION 10.03. General Immunity. Neither the Administrative Agent nor any
of its directors, officers, agents or employees shall be liable to the
Borrower, the Lenders or any Lender for any action taken or omitted to be taken
by it or them hereunder or under any other Loan Document or in connection
herewith or therewith except for its or their own gross negligence or willful
misconduct.







     SECTION
10.04. No Responsibility for Loans, Recitals, Etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or
verify (a) any statement, warranty or representation made in connection with
any Loan Document or any borrowing hereunder; (b) the performance or
observance of any of the covenants or agreements of any obligor under any Loan
Document; (c) the satisfaction of any condition specified in
Article V, except
receipt of items required to be delivered to the Administrative Agent; or (d)
the validity, effectiveness or genuineness (except its own due execution
thereof) of any Loan Document or any other instrument or writing furnished in
connection therewith. Further, the Administrative Agent assumes no obligation
to any other Lender as to the collectibility of any Loans made by any Lender
to the Borrower. Each Lender expressly acknowledges that the Administrative
Agent has not made any representations or warranties to it on or prior to the
date hereof and that no act by the Administrative Agent hereafter taken shall
be deemed to constitute any representation or warranty by the Administrative
Agent to any other Lender. Each Lender acknowledges that it has taken and will
take such action and make such investigation as it deems necessary to inform
itself as to the affairs and creditworthiness of the Borrower.



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     SECTION 10.05. Employment of Agents and Counsel. The Administrative Agent
may execute any of its duties as Administrative Agent hereunder and under any
other Loan Document by or through employees, agents, and attorneys-in-fact and
shall not be answerable to the Lenders, except as to money or securities
received by it or its authorized agents, for the default or misconduct of any
such agents or attorneys-in-fact selected by it with reasonable care. The
Administrative Agent shall be entitled to advice of counsel concerning all
matters pertaining to the agency hereby created and its duties hereunder and
under any other Loan Document.







     SECTION 10.06. Reliance on Documents; Counsel. The Administrative Agent
shall not be under a duty to examine into or pass upon the validity,
effectiveness, genuineness or value of this Agreement, the Notes, the
Guaranties and other Loan Documents or any other document furnished pursuant
hereto or thereto or in connection herewith, and the Administrative Agent
shall be entitled to assume that the same are valid, effective and genuine and
what they purport to be. The Administrative Agent shall be entitled to rely
upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document reasonably believed by it to be genuine and
correct and to have been signed or sent by the proper person or persons, and,
in respect to legal matters, upon the opinion of counsel selected by the
Administrative Agent, which counsel may be employees of the Administrative
Agent. The Administrative Agent shall not be liable for any action taken or
suffered in good faith by it based on or in accordance with any of the
foregoing.







     SECTION 10.07. No Waiver of Rights. With respect to its Commitments, the
Loans (including the Swing Loans) made by it and the Notes issued to it, the
Administrative Agent shall have the same rights and powers hereunder and under
any other Loan Document as any Lender or Issuer and may exercise the same as
though it was not the Administrative Agent, and the term “Lender” or “Lenders”
shall, unless the context otherwise indicates, include the Administrative
Agent in its individual capacity. The Administrative Agent may accept deposits
from, lend money to and issue letters of credit for the account of, and
generally engage in any kind of business with the Borrower or its Affiliates
(including, without limitation, trust, debt, equity and other transactions) in
addition to the transactions contemplated by this Agreement or any other Loan
Document; it being expressly understood and agreed that neither the
Administrative Agent nor any other Lender shall be deemed by the execution
hereof to have waived any rights under any loan or other agreement with the
Borrower or any of its Affiliates relating to any other business or loans to
the Borrower or any of its Affiliates which are not a part of the Commitments
under this Agreement.







     SECTION 10.08. Knowledge of Event of Default. It is expressly understood
and agreed that the Administrative Agent shall be entitled to assume that no
Event of Default or Unmatured Default has occurred and is continuing, unless
the officers of the Administrative Agent active on the Borrower’s account have
actual knowledge of such occurrence or have been notified by a Lender that
such Lender considers that an Event of Default or Unmatured Default has
occurred and is continuing and specifying the nature thereof.







     SECTION 10.09. Administrative Agent’s Reimbursement and Indemnification.
The Lenders agree to reimburse and indemnify the Administrative Agent ratably
in accordance with their respective Pro Rata Shares (determined at the time
indemnification is sought hereunder) (a) for any amounts not reimbursed by the
Borrower for which the Administrative Agent is entitled



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to reimbursement by the Borrower under the Loan Documents, (b) for any other
expenses incurred by the Administrative Agent on behalf of the Lenders, in
connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents and (c) for any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby, or the
enforcement of any of the terms thereof or of any such other documents,
provided that no Lender shall be liable for any of the foregoing to the extent
they arise from the gross negligence or willful misconduct of the
Administrative Agent.








     SECTION 10.10. Notices to the Borrower. In each instance that a notice is
required, pursuant to the terms hereof, to be given by one or more of the
Lenders to the Borrower or any Subsidiary, the Lenders desiring that such
notice be given shall so advise the Administrative Agent (which advice, if
given by telephone, shall be promptly confirmed by telex or letter to the
Administrative Agent at its address listed in the signature pages hereto),
which shall transmit such notice to the Borrower or such Subsidiary promptly
after its having been so advised by the appropriate number of Lenders;
provided, however, that subject to the provisions of Section 10.15 hereof, if
the Administrative Agent shall fail to transmit such notice within a
reasonable period of time after its having been so advised by the appropriate
number of Lenders, the Lenders desiring that such notice be given may transmit
such notice directly to the Borrower or such Subsidiary. In any event notices
to the Borrower or any Subsidiary shall be sent to the address of the Borrower
provided for in this Agreement.







     SECTION
10.11. Action on Instructions of Lenders. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders, or all of the Lenders, as the
case may be, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders and on all holders of
Notes. Except where an action or inaction is expressly required under this
Agreement, the Administrative Agent shall be fully justified in failing or
refusing to take any action hereunder and under any other Loan Documents
unless it shall first be indemnified to its satisfaction by the Lenders in
accordance with their respective Pro Rata Shares, against any and all
liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.







     SECTION 10.12. Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Administrative Agent or any
other Lender and based on the financial statements prepared by the Borrower
and such other documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement and the
other Loan Documents. Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking
or not taking action under this Agreement and the other Loan Documents.







     SECTION 10.13. Mortgage Banking Subsidiaries Note.



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     (a) Each Lender authorizes the Administrative Agent to enter into each of
the Loan
Documents to which it is a party and to take all action contemplated by
such Loan Documents.
Each Lender agrees that no Lender, other than the Administrative Agent
acting on behalf of all
Lenders, shall have the right individually to seek to realize upon the
security granted by any
Loan Document, it being understood and agreed that such rights and
remedies may be exercised
solely by the Administrative Agent for the benefit of the Lenders, upon
the terms of the Loan
Documents.



     (b) In the event that the Mortgage Banking Subsidiaries Note is pledged by
any
Person as security for the Obligations, the Administrative Agent is hereby
authorized to execute
and deliver on behalf of the Lenders any Loan Documents necessary or
appropriate to grant and
perfect a Lien on such Mortgage Banking Subsidiaries Note in favor of the
Administrative Agent
on behalf of the Lenders.



     (c) The Lenders hereby authorize the Administrative Agent, at its option
and in its
discretion, to release any Lien granted to or held by the Administrative
Agent upon the Mortgage
Banking Subsidiaries Note (i) upon termination of the Commitments and
payment and
satisfaction of all of the Obligations or the transactions contemplated
hereby; (ii) as permitted by,
but only in accordance with, the terms of the applicable Loan Document; or
(iii) if approved,
authorized or ratified in writing by the Required Lenders, unless such
release is required to be
approved by all of the Lenders hereunder. Upon request by the
Administrative Agent at any
time, the Lenders will confirm in writing the Administrative Agent’s
authority to release any
such Lien pursuant to this Section 10.13(c).



     (d) Intentionally Omitted.







     SECTION 10.14. Resignation or Removal of the Administrative Agent. If, at
any time, Lenders holding Notes having aggregate outstanding principal balances
equal to at least 75% of the then outstanding amount of the Aggregate
Commitment (excluding from such computation the Administrative Agent and its
Notes) shall deem it advisable, those Lenders may submit to the Administrative
Agent notification by certified mail, return receipt requested of its removal
as Administrative Agent under this Agreement, which removal shall be effective
as of the date of receipt of such notice by the Administrative Agent. If, at
any time, the Administrative Agent shall deem it advisable, in its sole
discretion, it may submit to each of the Lenders written notification, by
certified mail, return receipt requested, of its resignation as Administrative
Agent under this Agreement, which resignation shall be effective as of 60 days
after the date of such notice. In the event of any such removal or resignation,
the Required Lenders may appoint a successor to the Administrative Agent. In
the event the Administrative Agent shall have resigned and/or have been removed
and so long as no successor shall have been appointed, the Borrower shall make
all payments due each Lender hereunder directly to that Lender and all powers
specifically delegated to the Administrative Agent by the terms hereof may be
exercised by the Required Lenders. Upon the removal or resignation of the
Administrative Agent, the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents.
After the removal or resignation of the Administrative Agent, the provisions of
this Article X shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken while it was acting as the Administrative
Agent hereunder and under the other Loan Documents.



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     SECTION 10.15. Benefits of Article X. None of the provisions of this
Article X shall inure to the benefit of the Borrower or of any Person other
than Administrative Agent and each of the Lenders and their respective
successors and permitted assigns. Accordingly, neither the Borrower nor any
Person other than Administrative Agent and the Lenders (and their respective
successors and permitted assigns) shall be entitled to rely upon, or to raise
as a defense, the failure of the Administrative Agent or any Lenders to comply
with the provisions of this Article X.







ARTICLE XI




SETOFF; RATABLE PAYMENTS








     SECTION 11.01. Set-off. In addition to, and without limitation of, any
rights of the Lenders under applicable law, if any Loan Party becomes
insolvent, however evidenced, or any Event of Default or Unmatured Default
occurs, any indebtedness from any Lender to any Loan Party (including all
account balances, whether provisional or final and whether or not collected or
available) may be offset and applied toward the payment of the Obligations
owing to such Lender, whether or not the Obligations, or any part hereof,
shall then be due. Each Lender agrees promptly to notify the Borrower after
any such set-off and application made by such Lender; provided, however, that
the failure to give such notice shall not affect the validity of any such
set-off and application. The rights of each Lender under this Section 11.01
are in addition to any other rights and remedies which that Lender may have
under this Agreement or otherwise.







     SECTION 11.02. Ratable Payments. If any Lender, whether by setoff or
otherwise, has payment made to it upon any of its Loans (other than payments
received pursuant to Sections 3.01, 3.02 or 3.04) in a greater proportion than
that received by any other Lender with respect to the Loans (other than
payments with respect to a Facility that are received ratably by the Lenders
of such Facility in accordance with the provisions of this Agreement), such
Lender agrees, promptly upon demand, to purchase a portion of such Loans held
by the other Lenders so that after such purchase each Lender will hold its
Applicable Pro Rata Share of all Loans. If any Lender, whether in connection
with setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligations or such amounts which may
be subject to setoff, such Lender agrees, promptly upon demand, to take such
action necessary such that all Lenders share in the benefits of such
collateral ratably in accordance with their respective Pro Rata
Shares. In
case any such payment is disturbed by legal process, or otherwise, appropriate
further adjustments shall be made.







ARTICLE XII




BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS








     SECTION 12.01. Successors and Permitted Assigns. The terms and provisions
of the Loan Documents shall be binding upon and inure to the benefit of the
Borrower and the Lenders and their respective successors and permitted assigns,
except that (a) the Borrower shall not have the right to assign its rights or
obligations under the Loan Documents and (b) except as otherwise provided in
the next succeeding sentence, any assignment by any Lender must be made in
compliance with Section 12.03. Nothing in this Agreement shall prevent or
prohibit any



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Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank
in support of borrowings made by such Lender from such Federal Reserve Bank
and, with the consent of the Administrative Agent, any Lender which is a fund
may pledge all or any portion of its Loans and Notes to its trustee in support
of its obligations to its trustee.








     SECTION 12.02. Participations.



     (a) Permitted
Participants; Effect. Any Lender may, in the ordinary
course of its
business and in accordance with applicable law, at any time sell to one or
more banks or other
entities (“Participants”) participating interests in any Loan owing to
such Lender, any Note held
by such Lender, any Commitment of such Lender or any other interest of
such Lender under the
Loan Documents. In the event of any such sale by a Lender of
participating interests to a
Participant, such Lender’s obligations under the Loan Documents shall
remain unchanged, such
Lender shall remain solely responsible to the other parties hereto for the
performance of such
obligations, such Lender shall remain the holder of any such Note for all
purposes under the
Loan Documents, all amounts payable by the Borrower under this Agreement
shall be
determined as if such Lender had not sold such participating interests,
and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such
Lender in connection
with such Lender’s rights and obligations under the Loan Documents.



     (b) Voting Rights. Each Lender shall retain the sole right to approve,
without the
consent of any Participant, any amendment, modification or waiver of any
provision of the Loan
Documents other than any amendment, modification or waiver with respect to
any Loan, Facility
Letter of Credit Obligations or Commitment in which such Participant has
an interest which
forgives principal, interest or fees or reduces the interest rate or fees
payable with respect to any
such Loan, Facility Letter of Credit Obligations or Commitment, postpones
any date fixed for
any regularly-scheduled payment of principal of, or interest or fees on,
any such Loan or
Commitment, releases any Guarantor of any such Loan or Facility Letter of
Credit Obligations.



     (c) Benefit of Setoff. The Borrower agrees that each Participant shall be
deemed to
have the right of setoff provided in Section 11.01 in respect of its
participating interest in
amounts owing under the Loan Documents to the same extent as if the amount
of its participating
interest were owing directly to it as a Lender under the Loan Documents,
provided that each
Lender shall retain the right of setoff provided in Section 11.01 with
respect to the amount of
participating interests sold to each Participant. The Lenders agree to
share with each Participant,
and each Participant, by exercising the right of setoff provided in
Section 11.01, agrees to share
with each Lender, any amount received pursuant to the exercise of its
right of setoff, such
amounts to be shared in accordance with Section 11.02 as if each
Participant were a Lender.







     SECTION 12.03. Assignments.



     (a) Permitted Assignments. Any Lender (or any Lender together with one or
more other Lenders) may (x) assign all or a portion of its Commitments (and
related outstanding Obligations) (i) to one or more other Lenders or to such
assigning Lender’s parent company and/or any Affiliate of such Lender which is
at least 50% owned by such Lender or its parent company or (ii) in the case of
any Lender that is a fund that invests in bank loans, any other fund that
invests in bank loans and is managed by the same investment advisor or such
Lender or by



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an Affiliate of such investment advisor or (y) assign all or, if less than
all, a portion equal to at least $5,000,000 in the aggregate for the assigning
Lender or Lenders of such Commitments (and related outstanding Obligations) to
one or more Eligible Assignees (treating, solely for purposes of the foregoing
$5,000,000 minimum limitation but not for any other purpose, including the fee
payable to the Administrative Agent as hereinafter provided, (A) any fund that
invests in bank loans and (B) any other fund that invests in bank loans and is
managed by the same investment advisor as such fund or by an Affiliate of such
investment advisor, as a single Eligible Assignee), each of which assignees
shall become a party to this Agreement as a Lender by execution of an
assignment and assumption agreement (“Assignment and Assumption Agreement”)
substantially in form of Exhibit I (appropriately completed), provided that
(i) upon surrender of the relevant Notes, new Notes will be issued by the
Borrower to such new Lender and to the assigning Lender upon the request of
such new Lender or assigning Lender (but the Borrower shall not be obligated
to pay the Administrative Agent’s or any Lender’s costs and expenses with
respect to the issuance of such Note or Notes unless the assignment is made
pursuant to Section 2.27), (ii) the consent of the Administrative Agent shall
be required in connection with any assignment (which consent shall not be
unreasonably withheld), (iii) unless an Event of Default has occurred and is
continuing, the consent of the Borrower shall be required in connection with
any assignment of Commitments to an assignee pursuant to clause (v) above
(which consent shall not be unreasonably withheld), and (iv) the
Administrative Agent shall receive at the time of each such assignment the
payment of a non-refundable assignment fee of $3,500 payable by the assignor
or assignee (as agreed to by them) and, provided further, that such transfer
or assignment will not be effective until recorded by the Administrative Agent
on the Register pursuant to Section 13.07. To the extent of any assignment
pursuant to this Section 12.03, the assigning Lender shall be relieved of its
obligations hereunder with respect to its assigned Commitments.




     (b) Tax Requirements. At the time of each assignment pursuant to this
Section 12.03
to a Person which is not already a Lender hereunder and which is not a
United States person (as
such term is defined in Section 7701(a)(3) of the Code) for U.S. federal
income tax purposes, the
respective assignee shall provide to the Borrower and the Administrative
Agent, the appropriate
Internal Revenue Service Forms described in Section 2.23.



     (c) Dissemination of Information. The Borrower authorizes each Lender to
disclose
to any Participant or any other Person acquiring an interest in the Loan
Documents by operation
of law (each a “Transferee”) and any prospective Transferee any and all
information in such
Lender’s possession concerning the creditworthiness of the Borrower and
its Subsidiaries.







ARTICLE XIII




MISCELLANEOUS








     SECTION 13.01. Notice.



     (a) Except as otherwise permitted by Section 2.14(b) with respect to
borrowing notices, all notices and other communications provided to any party
hereto under this Agreement or any other Loan Document shall be in writing or
by telex or by facsimile and addressed or delivered to such party at its
address set forth below its signature hereto or at such other address



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as may be designated by such party in a notice to the other parties. Any
notice, if mailed and properly addressed with postage prepaid, shall be deemed
given when received (or when delivery is refused); any notice, if transmitted
by telex or facsimile, shall be deemed given when transmitted (answerback
confirmed in the case of telexes and facsimile confirmation in the case of a
facsimile).




     (b) The Borrower, the Administrative Agent and any Lender may each change
the address for service of notice upon it by a notice in writing to the other
parties hereto.







     SECTION 13.02. Survival of Representations. All covenants, agreements,
representations and warranties made herein and in the certificates delivered
pursuant hereto shall survive the making by the Lenders of any Loans herein
contemplated and the execution and delivery to the Lenders of the Notes
evidencing the Commitments, and shall continue in full force and effect until
all of the Obligations have been paid in full, all Facility Letters of Credit
have been terminated and all of the Commitments have been terminated.







     SECTION 13.03. Expenses. The Borrower shall pay (a) all expenses,
including attorneys’ fees and disbursements (which attorneys may be employees
of the Administrative Agent or any Lender), incurred by the Administrative
Agent and any Lender in connection with the administration of this Agreement
and the other Loan Documents, any amendments, modifications or waivers with
respect to any of the provisions thereof and the enforcement and protection of
the rights of the Lenders and the Administrative Agent under this Agreement or
any of the other Loan Documents, including all recording and filing fees,
documentary stamp, intangibles and similar taxes, title insurance premiums,
appraisal fees and other costs and disbursements incurred in connection with
the taking of collateral and the perfection and preservation of the Lenders’
security therein, and (b) the reasonable fees and the disbursements of
Administrative Agent’s attorneys (which attorneys may be employees of the
Administrative Agent) in connection with the preparation, negotiation,
execution, delivery and review of this Agreement, the Notes and the other Loan
Documents (whether or not the transactions contemplated by this Agreement
shall be consummated) and the closing of the transactions contemplated hereby.







     SECTION 13.04. Indemnification of the Lenders and the Administrative
Agent. The Borrower shall indemnify and hold harmless the Administrative Agent
and each Lender, and their respective directors, officers and employees
against all losses, claims, damages, penalties, judgments, liabilities and
expenses (including, without limitation, all expenses of litigation or
preparation therefor whether or not the Administrative Agent or any Lender is
a party thereto) which any of them may pay or incur arising out of or relating
to, directly or indirectly, this Agreement, the other Loan Documents, the
transactions contemplated hereby or the direct or indirect application or
proposed application of the proceeds of any Loan hereunder; provided, however,
that in no event shall the Administrative Agent or a Lender have the right to
be indemnified hereunder for its own gross negligence or willful misconduct
nor shall the Administrative Agent be indemnified against any liabilities
which arise as a result of any claims made or actions, suits or proceedings
commenced or maintained against any Lender (including the Administrative
Agent, in its capacity as such) (i) by that Lender’s shareholders or any
governmental regulatory body or authority asserting that such Lender or any of
its directors, officers, employees or agents violated any banking or
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its own shareholders, customers (excluding the Borrower) or creditors in any
manner whatsoever in entering into or performing any of its obligations
contemplated by this Agreement or (ii) by any other Lender. The obligations of
the Borrower under this Section shall survive the termination of this
Agreement.








     SECTION 13.05. Maximum Interest Rate. It is the intention of the Lenders
and the Borrower that the interest (as defined under applicable law) on the
Indebtedness evidenced by the Notes which may be charged to, or collected or
received from the Borrower shall not exceed the maximum rate permissible under
applicable law. Accordingly, anything herein or in any of the Notes to the
contrary notwithstanding, should any interest (as so defined) be charged to, or
collected or received from the Borrower by the Lenders pursuant hereto or
thereto in excess of the maximum legal rate, then the excess payment shall be
applied to the Obligations with respect to which such excess payment applies
or, if such excess payment applies to all Obligations, then pro rata among the
Facility A Obligations and the Facility B Obligations and any portion of the
excess payment remaining after payment in full thereof shall be returned by the
Lenders to the Borrower.







     SECTION 13.06. Modification of Agreement.



     (a) Neither this Agreement nor any Note or Guaranty nor any terms hereof
or thereof may be changed, waived, discharged or terminated unless such
change, waiver, discharge or termination is in writing signed by the Borrower
(or other applicable Loan Party to such Loan Document) and the Required
Lenders, provided that no such change, waiver, discharge or termination shall,
without the consent of each Lender (with Obligations being directly affected
in the case of the following clause (i)): (i) extend the final scheduled
maturity of any Loan or Note or any portion thereof or extend the stated
maturity of any Facility Letter of Credit beyond the Facility A Maturity Date,
or reduce the rate or extend the time of payment of interest or fees thereon,
or reduce the principal amount thereof (except to the extent repaid in cash),
(ii) amend, modify or waive any provision of Article XI or this Section 13.06,
(iii) reduce the percentage specified in the definition of the Required
Lenders or change the definitions of Applicable Pro Rata Share, Facility A Pro
Rata Share, Facility B Revolver Pro Rata Share, or Facility B Term Pro Rata
Share, (iv) consent to the assignment or transfer by the Borrower of any of
its rights and obligations under this Agreement, or (v) other than pursuant to
a transaction permitted by the terms of this Agreement, release any Guarantor
from its obligations under its Guaranty; provided, further, that no such
change, waiver, discharge or termination shall (A) increase any Commitment of
any Lender over the amount thereof then in effect (it being understood that
waivers or modifications of conditions precedent, covenants, any Unmatured
Default or Event of Default or of a mandatory reduction to the Aggregate
Facility A Commitment or Aggregate Facility B Commitment or of a mandatory
prepayment shall not constitute an increase of the Commitment of any Lender,
and that an increase in the available portion of any Commitment of any Lender
shall not constitute an increase in the Commitment of such Lender), without
the consent of such Lender, provided, however, that in any case the Required
Lenders may waive, in whole or in part, any such prepayment, repayment or
Commitment reduction, so long as the application of any such prepayment,
repayment or Commitment reduction which is still required to be made is not
altered; (B) without the consent of each Issuer affected thereby, amend,
modify or waive any provision of Section 2.21 or alter its rights or
obligations with respect to Facility Letters of Credit; (C) without the
consent of the Swing Line Bank, amend, modify or waive any



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provision relating to the rights or obligations of the Swing Line Bank or with
respect to the Swing Line Loans (including, without limitation, the
obligations of the Lenders to make Advances in repayment of Swing Line Loans);
or (D) without the consent of the Administrative Agent, amend, modify or waive
any provision of Article X or any other provision relating to the rights or
obligations of the Administrative Agent;




     (b) If, in connection with any proposed change, waiver, discharge or
termination of or
to any of the provisions of this Agreement or other Loan Documents as
contemplated in clauses
(i) through (v), inclusive, of the first proviso to Section 13.06(a), the
consent of the Required
Lenders is obtained but the consent of one or more of such other Lenders
whose consent is
required is not obtained, then the Borrower shall have the right, so long
as all non-consenting
Lenders whose individual consent is required are treated as described in
either clauses (i) or (ii)
below, either (i) to replace each such non-consenting Lender with one or
more Replacement
Lenders pursuant to Section 2.27 so long as at the time of such
replacement, each such
Replacement Lender consents to the proposed change, waiver, discharge or
termination or (ii) to
terminate each such non-consenting Lender’s Commitments and repay in full
its outstanding
Loans, provided that, unless the Commitments that are terminated, and
Loans that are repaid,
pursuant to the preceding clause (ii) are immediately replaced in full at
such time through the
addition of new Lenders or the increase of the Commitments and/or
outstanding Loans of
existing Lenders (who in each case must specifically consent thereto in
writing), then in the case
of any action pursuant to preceding clause (ii) the Required Lenders
(determined before giving
effect to the proposed action) shall specifically consent thereto and,
provided farther, that in any
event the Borrower shall not have the right to replace a Lender, terminate
its Commitments or
repay its Loans solely as a result of the exercise of such Lender’s rights
(and the withholding of
any required consent by such Lender) pursuant to the second proviso to
Section 13.06(a).



     (c) Anything in this Agreement to the contrary notwithstanding, if at a
time when the
conditions precedent set forth in Article V hereof to any Loan are, in the
opinion of the Required
Lenders, satisfied, any Lender (a “Defaulting Lender”) shall fail to
fulfill its obligations to make
such Loan and such failure continues for at least two Business Days then,
for so long as such
failure shall continue, such Defaulting Lender shall (unless the Required
Lenders, determined as
if such Defaulting Lender were not a “Lender” hereunder, shall otherwise
consent in writing) be
deemed for all purposes relating to changes, waivers, discharges and
termination under this
Agreement (including, without limitation, under Section 13.06(a)) to have
no Loans or
Commitments, shall not be treated as a “Lender” hereunder when performing
the computation of
Required Lenders, and shall have no rights under the first proviso of
Section 13.06(a); provided
that any action taken by the other Lenders with respect to the matters
referred to in clauses (i)
through (iv), inclusive, of the first proviso of Section 13.06(a) shall
not be effective as against
such Defaulting Lender.







     SECTION 13.07. Register. The Agent shall maintain a register (the
“Register”), acting for this purpose (but only for this purpose) as the agent
of the Borrower, on which Agent will record the Commitments from time to time
of each of the Lenders, the Loans made by each of the Lenders and each
repayment in respect of the principal amount of the Loans of each Lender.
Failure to make any such recordation, or any error in such recordation, shall
not affect the Borrower’s obligations in respect of such Loans. With respect
to any Lender, the transfer of



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the Commitments of such Lender and the rights to the principal of, and interest
on, any Loan made pursuant to such Commitment shall not be effective until such
transfer is recorded on the Register maintained by the Administrative Agent
with respect to ownership of such Commitments and Loans, and prior to such
recordation all amounts owing to the transferor with respect to such
Commitments and Loans shall remain owing to the transferor. The registration of
assignment or transfer of all or part of any Commitments and Loans shall be
recorded by the Administrative Agent on the Register only upon the acceptance
by the Administrative Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to Section 12.03. Coincident with the delivery of
such an Assignment and Assumption Agreement to the Administrative Agent for
acceptance and registration of assignment or transfer of all or part of a Loan,
or as soon thereafter as practicable, the assigning or transferor Lender shall
surrender the applicable Note evidencing such Loan, and thereupon the Borrower
shall, promptly upon request by the Administrative Agent, issue one or more new
Notes in the same aggregate principal amount to the assigning or transferor
Lender and/or the new Lender.








     SECTION 13.08. Preservation of Rights. No notice to or demand of the
Borrower in any case shall entitle the Borrower to any other or further notice
or demand in the same or similar circumstances. No delay or omission of the
Lenders or the Administrative Agent to exercise any right under the Loan
Documents shall impair such right or be construed to be a waiver of any Event
of Default or an acquiescence therein, and the making of a Loan notwithstanding
the existence of an Event of Default or Unmatured Default, or the inability of
the Borrower to satisfy the conditions precedent to such Loan shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 13.06, and then
only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all
shall be available to the Administrative Agent and the Lenders until the
Obligations have been paid in full and all Facility Letters of Credit have
terminated and all Commitments have terminated.







     SECTION 13.09. Several Obligations of Lenders. The respective obligations
of the Lenders hereunder are several and not joint, and no Lender shall be the
partner or agent of any other (except to the extent to which the
Administrative Agent is authorized to act as such). The failure of any Lender
to perform any of its obligations hereunder shall not relieve any other Lender
from any of its obligations hereunder. This Agreement shall not be construed
so as to confer any right or benefit upon any Person other than the parties to
this Agreement and their respective successors and assigns.







     SECTION 13.10. Severability. If any one or more of the provisions
contained in this Agreement or the Notes is held invalid, illegal or
unenforceable in any respect, the validity, legality or enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby.







     SECTION 13.11. Counterparts. This Agreement may be executed in two or more
counterparts, each of which may be executed by one or more of the parties
hereto, but all of which, when taken together, shall constitute a single
agreement binding on all the parties hereto.



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     SECTION 13.12. Right to Terminate Certain Commitments. In the event that
the Borrower at any time (a) requests the extension of the Facility B
Termination Date and obtains all requisite consents to such extension provided
for in this Agreement, except for those of one or more Facility B Lenders, and
(b) desires to exercise any right provided for in this Agreement to terminate
a Commitment of any such non-consenting Lender, then, notwithstanding anything
to the contrary contained in this Agreement, the Borrower may elect to
terminate either all of such non-consenting Lender’s Commitments or only the
Facility B Commitment of such non-consenting Lender. Nothing herein contained
shall limit the rights of the Borrower to terminate any Commitments otherwise
provided for in this Agreement.







     SECTION 13.13. Loss, etc., Notes. Upon receipt by the Borrower of
reasonably satisfactory evidence of the loss, theft, destruction or mutilation
of any of the Notes, upon reimbursement to the Borrower of all reasonable
expenses incidental thereto and upon surrender and cancellation of the
relevant Note, if mutilated, the Borrower shall make and deliver in lieu of
that Note (the “Prior Note”) a new Note of like tenor, except that no
reference need be made in the new Note to any installment or installments of
principal, if any, previously due and paid upon the Prior Note. Any Note made
and delivered in accordance with the provisions of this Section shall be dated
as of the date to which interest has been paid on the unpaid principal amount
of the Prior Note.







     SECTION 13.14. Governmental Regulation. Anything contained in this
Agreement to the contrary notwithstanding, no Lender shall be obligated to
extend credit to the Borrower in violation of any limitation or prohibition
provided by any applicable statute or regulation.







     SECTION 13.15. Taxes. Any taxes (excluding federal, state or local income
taxes on the overall net income of any Lender) or other similar assessments or
charges payable or ruled payable by any governmental authority in respect of
the Loan Documents shall be paid by the Borrower, together with interest and
penalties, if any.







     SECTION 13.16. Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any
of the provisions of the Loan Documents.







     SECTION 13.17. USA Patriot Act Notification. The following notification
is provided to the Borrower pursuant to Section 326 of the USA Patriot Act of
2001, 31 U.S.C. Section 5318:



IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the
government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person or entity that opens an account,
including any deposit account, treasury management account, loan, other
extension of credit, or other financial services product. What this means for
Borrower: When Borrower opens an account, the Administrative Agent and the
Lenders will ask for the Borrower’s name, tax identification number, business
address and other information that will allow the Administrative Agent and the
Lenders to identify the Borrower.




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     SECTION 13.18. Entire Agreement. This Agreement sets forth the entire
agreement of the parties hereto with respect to the subject matter hereof,
provided, however, that the fees payable by Borrower are set forth in the Fee
Letter.







     SECTION 13.19. CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS)
OF THE STATE OF NEW YORK BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS.







     SECTION 13.20. CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW
YORK STATE COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY
NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO
BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE
ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE
AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE
BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.







     SECTION 13.21. WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.




[Signatures appear on following pages]



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



	 	 	 	 	 
	 	 	Borrower:
	 
	 	 	 	 
	 	 	LENNAR CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Craig Johnson
	

	 	 	 	
 
	

	 	 	 	Craig Johnson, Vice President
	 
	 	 	 	 
	 	 	Address:
	 	 	Lennar Corporation
	 	 	700 Northwest 107th Avenue
	 	 	Miami, Florida 33172
	 	 	Attention: Bruce Gross, Chief Financial Officer
	 	 	Fax No.: (305)227-7115
	 
	 	 	 	 
	 	 	with copies to:
	 
	 	 	 	 
	 	 	Lennar Corporation
	 	 	700 Northwest 107th Avenue
	 	 	Miami, Florida 33172
	 	 	Attention: Ben Butterfield, General Counsel
	 	 	Fax No.: (305)229-6650
	 
	 	 	 	 
	

	 	and	 	 
	 
	 	 	 	 
	 	 	Bilzin Sumberg Baena Price & Axelrod LLP
	 	 	200 South Biscayne Boulevard
	 	 	Suite 2500
	 	 	Miami, FL 33131-2336
	 	 	Attention: Brian Bilzin
	 	 	Fax No.: (305)374-7593







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	 	 	Lenders:
	 
	 	 	 	 
	 	 	BANK ONE, NA,
	 	 	As Lender, Administrative Agent,
	 	 	Issuer and Swing Line Bank
	 
	 	 	 	 
	Facility A Commitment: $66,500,000
	 	 	 	 
	 
	 	 	 	 
	Facility B Commitment: $18,500,000
	 	 	 	 
	 
	 	 	 	 
	

	 	By:
	 	/s/ William H. Shaw
	

	 	 	 	
 
	

	 	Name:
	 	William H. Shaw
	

	 	Its:
	 	Managing Director
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	Bank One, NA
	 	 	Bank One Center
	 	 	131 South Dearborn Street
	 	 	Mail Code IL1 0135
	 	 	Chicago, Illinois 60603
	 	 	Attention: F. Patt Schiewitz
	 	 	Fax No.: (312)325-3122
	 
	 	 	 	 
	 	 	with a copy to:
	 
	 	 	 	 
	 	 	Bank One, NA
	 	 	1 Bank One Plaza, Mail Suite 0801
	 	 	Chicago, Illinois 60670-0801
	 	 	Attention: Law Department
	 	 	Fax No.: (312)732-5144







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SIGNATURE PAGE TO LENNAR CORPORATION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS
	 
	 	 	 	 
	Facility A Commitment: $59,500,000
	 	 	 	 
	 
	 	 	 	 
	Facility B Commitment: $25,500,000
	 	 	 	 
	 
	 	 	 	 
	

	 	By:
	 	/s/ Scottye Lindsey
	

	 	 	 	
 
	

	 	Name:
	 	Scottye Lindsey
	

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	60 Wall Street
	 	 	43rd Fl.
	 	 	New York, NY 10005
	 
	 	 	 	 
	 	 	Attn: Scottye Lindsey







 









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SIGNATURE PAGE TO LENNAR CORPORATION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	Facility A Commitment: $59,500,000
	 	 	 	 
	 
	 	 	 	 
	Facility B Commitment: $25,500,000
	 	 	 	 
	 
	 	 	 	 
	

	 	By:
	 	/s/ Kelley Prentiss
	

	 	 	 	
 
	

	 	Name:
	 	Kelley Prentiss
	

	 	Title:
	 	Principal
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	231 South LaSalle Street
	 	 	Mail Code: IL 1-231-10-35
	 	 	Chicago, IL 60604
	 	 	Attn: Kelley Prentiss








 










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SIGNATURE PAGE TO LENNAR CORPORATION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




	 	 	 
	

	 	CALYON NEW YORK BRANCH 

(Successor in interest to Credit Lyonnais 

New York Branch)
	 
	 	 
	Facility A Commitment: $59,500,000
	 	 
	 
	 	 
	Facility B Commitment: $25,500,000
	 	 
	

	 	By: /s/ Samuel L. Hill
	

	 	

	

	 	Name: Samuel L. Hill
	

	 	Title: Managing Director
	 
	 	 
	

	 	By: /s/ David Cagle
	

	 	

	

	 	Name: David Cagle
	

	 	Title: Managing Director
	 
	 	 
	

	 	Address:
	 
	 	 
	

	 	2200 Ross Avenue

Suite 4400W
	

	 	Dallas, TX 75201
	

	 	Attn: Robert Smith







 









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SIGNATURE PAGE TO LENNAR CORPORATION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




	 	 	 
	

	 	WACHOVIA BANK, NATIONAL 
ASSOCIATION
	 
	 	 
	Facility A Commitment: $59,500,000
	 	 
	 
	 	 
	Facility B Commitment: $25,500,000
	 	 
	

	 	By: /s/ Bruce W. Perrine, Jr.
	

	 	

	

	 	Name: Bruce W. Perrine, Jr.
	

	 	Title: Senior Vice President
	 
	 	 
	

	 	Address:
	 
	 	 
	

	 	800 N. Magnolia Ave.

Suite 704

Orlando, FL 32803

Attn: Bruce Perrine







 









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SIGNATURE PAGE TO LENNAR CORPORATION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




	 	 	 
	

	 	THE ROYAL BANK OF SCOTLAND PLC
	 
	 	 
	Facility A Commitment: $56,000,000
	 	 
	 
	 	 
	Facility B Commitment: $24,000,000
	 	 
	 
	 	 
	

	 	By: /s/ Maria Amaral-LeBlanc
	

	 	

	

	 	Name: Maria Amaral-LeBlanc
	

	 	Title: Senior Vice President
	 
	 	 
	

	 	Address:
	 
	 	 
	

	 	101 Park Avenue

12th Floor

New York, NY 10178

Attn: David Apps







 









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SIGNATURE PAGE TO LENNAR CORPORATION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




	 	 	 
	

	 	BNP PARIBAS
	 
	 	 
	Facility A Commitment: $52,500,000
	 	 
	 
	 	 
	Facility B Commitment: $22,500,000
	 	 
	

	 	By: /s/ Duane Helkowski
	

	 	

	

	 	Name: Duane Helkowski
	

	 	Title: Managing Director
	 
	 	 
	

	 	By: /s/ Simone Vinocour
	

	 	

	

	 	Name: Simone Vinocour
	

	 	Title: Vice President
	 
	 	 
	

	 	Address:
	 
	 	 
	

	 	787 Seventh Avenue

New York, NY 10019-8016

Attn: Duane Helkowski







 









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SIGNATURE PAGE TO LENNAR CORPORATION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




	 	 	 
	

	 	COMERICA BANK
	 
	 	 
	Facility A Commitment: $52,500,000
	 	 
	 
	 	 
	Facility B Commitment: $22,500,000
	 	 
	 
	 	 
	

	 	By: /s/ Charles Weddell
	

	 	

	

	 	Name: Charles Weddell
	

	 	Title: Vice President
	 
	 	 
	

	 	Address:
	 
	 	 
	

	 	500 Woodward Avenue —
7th Fl. 

MC 3256 
Detroit, MI 48226 

Attn: Charles Weddell







 









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SIGNATURE PAGE TO LENNAR CORPORATION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




	 	 	 
	

	 	SUNTRUST BANK
	 
	 	 
	Facility A Commitment: $52,500,000
	 	 
	 
	 	 
	Facility B Commitment: $22,500,000
	 	 
	 
	 	 
	

	 	By: /s/ Gregory T. Herstman
	

	 	

	

	 	Name: Gregory T. Herstman
	

	 	Title: Senior Vice President
	 
	 	 
	

	 	Address:
	 
	 	 
	

	 	8245 Boone Boulevard
	

	 	Suite 820
	

	 	Vienna, VA 22182 
	

	 	Attn: John Wendler







 









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SIGNATURE PAGE TO LENNAR CORPORATION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




	 	 	 
	

	 	GUARANTY BANK
	 
	 	 
	Facility A Commitment: $50,750,000
	 	 
	 
	 	 
	Facility B Commitment: $21,750,000
	 	 
	 
	 	 
	

	 	By: Randall S. Reid
	

	 	

	

	 	Name: Randall S. Reid
	 

	 	Title: Senior Vice President
	 
	 	 
	

	 	Address:
	 
	 	 
	

	 	8333 Douglas Avenue
	

	 	Dallas, TX 75225 
	

	 	Attn: Randy Reid







 









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SIGNATURE PAGE TO LENNAR CORPORATION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




	 	 	 
	

	 	CITICORP NORTH AMERICA, INC.
	 
	 	 
	Facility A Commitment: $45,500,000
	 	 
	 
	 	 
	Facility B Commitment: $19,500,000
	 	 
	 
	 	 
	

	 	By: /s/ Michael Chiopak
	

	 	

	

	 	Name: Michael Chiopak
	

	 	Title:
Vice President
	 
	 	 
	

	 	CITICORP N. A., Inc.
	 
	 	 
	

	 	Address:
	 
	 	 
	

	 	390 Greenwich Street
	

	 	New York, NY 10013
	

	 	Attn:                                                          







 









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SIGNATURE PAGE TO LENNAR CORPORATION
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT




	 	 	 
	

	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 
	Facility A Commitment: $35,000,000
	 	 
	 
	 	 
	Facility B Commitment: $15,000,000
	 	 
	 
	 	 
	

	 	By: /s/ Michael Raarup
	

	 	

	

	 	Name: Michael Raarup
	

	 	Title: Vice President
	 
	 	 
	

	 	Address:
	 
	 	 
	

	 	800 Nicollet Mall
	

	 	Minneapolis, MN 55402
	

	 	Attn: Michael Raarup







 









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SIGNATURE PAGE TO LENNAR CORPORATION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




	 	 	 
	

	 	WASHINGTON MUTUAL BANK, FA
	 
	 	 
	Facility A Commitment: $31,500,000
	 	 
	 
	 	 
	Facility B Commitment: $13,500,000
	 	 
	 
	 	 
	

	 	By: /s/ Mary Bowman
	

	 	

	

	 	Name: Mary Bowman
	

	 	Title: Senior Vice President
	 
	 	 
	
	 	Address:
	 
	 	 
	

	 	5950 LaPlace Court
	

	 	Suite 205
	

	 	Carlsbad, CA 92008
	

	 	Attn: Thomas Griffin







 









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SIGNATURE PAGE TO LENNAR CORPORATION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT




	 	 	 
	

	 	BANKUNITED, FSB
	 
	 	 
	Facility A Commitment: $24,500,000
	 	 
	 
	 	 
	Facility B Commitment: $10,500,000
	 	 
	 
	 	 
	

	 	By: /s/ Clay F. Wilson
	

	 	

	

	 	Name: Clay F. Wilson
	

	 	Title: Exec. Vice President
	 
	 	 
	

	 	Address:
	 
	 	 
	

	 	255 Alhambra Circle
	

	 	Coral Gables, FL 33134
	

	 	Attn: Fernando Gomez