ex10-1.htm


    Exhibit 10.1

     

    
      EXECUTION
        COPY

       

      THIRD
        AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

       

      THIS
        THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is made as of the 20th day of December, 2007, by and among
        ASHTON WOODS USA L.L.C. (the “Borrower”), the LENDERS party hereto, WACHOVIA
        BANK, NATIONAL ASSOCIATION, as agent (the “Agent”), and the GUARANTORS party
        hereto.

       

      R
        E C I T A L
        S:

       

      The
        Borrower, the Agent and the Lenders have entered into a certain First Amended
        and Restated Credit Agreement dated as of December 16, 2005 (as amended by
        that certain First Amendment to First Amended and Restated Credit Agreement
        dated as of January 11, 2007 and that certain Second Amendment to First
        Amended and Restated Credit Agreement dated as of June 15, 2007, the
“Credit Agreement”).  Capitalized terms used in this Amendment which
        are not otherwise defined in this Amendment shall have the respective meanings
        assigned to them in the Credit Agreement.

       

      The
        Guarantors consist of Owner Guarantors that have executed or otherwise become
        a
        party to the Owner Guaranty Agreement and Subsidiary Guarantors that have
        executed or otherwise become a party to the Subsidiary Guaranty
        Agreement.

       

      The
        Borrower and the Guarantors have requested the Agent and the Lenders to amend
        the Credit Agreement to modify the provisions related to the Interest Coverage
        Ratio and to make other such changes as the parties hereunder deem appropriate
        upon the terms and conditions hereinafter set forth.

       

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

       

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

       

      SECTION
        2. Amendment.  The
        Credit Agreement is hereby amended as follows:

       

      2.1   Section
        1.1 of the Credit Agreement is hereby amended by deleting the language in
        clause
        (i) in the definition of “Borrowing Base” and inserting “Intentionally Omitted”
in lieu thereof.

       

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

       

      ““Adjusted
        Cash Flow from
        Operations” means, for any period of four consecutive fiscal quarters of
        the Borrower, the sum

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      of
        (a)
        the cash generated by (or used in) operating activities, as calculated on
        the
        quarterly financial statements for the Borrower, on a consolidated basis
        for
        such period, as determined in accordance with GAAP, such amount being reflected
        in the line item designated “Net Cash (used in) provided by operating
        activities” on the Borrower’s quarterly financial statements, plus (b) Interest
        Expense.”

       

      ““Borrowing
        Base
        Availability” means, on any date, the excess (if any) of the Borrowing
        Base as most recently determined in accordance with this Agreement over the
        amount of Borrowing Base Indebtedness on such date.”

       

      ““Unrestricted
        Cash” of
        a Person means the cash and Cash Equivalents of such Person that would not
        be
        identified as “restricted” on a balance sheet of such Person prepared in
        accordance with GAAP.”

       

      2.3  
Section
        2.5(b) of the Credit Agreement is hereby amended by deleting Section 2.5(b)
        in
        its entirety and inserting the following in lieu thereof:

       

      “(b)           
        (i) The Applicable Unused Fee Rate shall be determined by reference to the
        Leverage Ratio in accordance with the following table and the provisions
        of this
        Section 2.5(b) and (ii) the Applicable LIBOR Margin for LIBOR Rate Loans,
        the Applicable Facility L/C Rate, and the Applicable ABR Margin for ABR Loans
        shall be determined as the sum of (A) the applicable percentage in the row
        titled “Unadjusted Rate” in the first table below determined by reference to the
        Leverage Ratio plus (B) the
        applicable percentage in the row titled “Pricing Premium” in the second table
        below determined by reference to the Interest Coverage Ratio:

       

      
        	 	
                Level
                  I

                
                

              	
                Level
                  II

                
                

              	
                Level
                  III

              
	
                Leverage
                  Ratio

              	
                Less
                  than or equal to 1.00 to 1.00

              	
                Greater
                  than 1.00 to 1.00 but less than or equal to 1.50 to 1.00

              	
                Greater
                  than 1.50 to 1.00

              
	
                Unadjusted
                  Rate

              	
                1.875

              	
                2.125%

              	
                2.375%

              
	
                Applicable
                  Unused Fee Rate

              	
                0.20%

              	
                0.20%

              	
                0.25%

              


      

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      
        	
                Interest
                  Coverage

              	
                Greater
                  than or equal to 2.00 to 1.00

              	
                Greater
                  than or equal to 1.50 to 1.00 but less than 2.00 to 1.00

              	
                Greater
                  than or equal to 1.00 to 1.00 but less than 1.50 to 1.00

              	
                Greater
                  than or equal to .50 to 1.00 but less than 1.00 to 1.00

              	
                Less
                  than .50 to 1.00

              
	
                Pricing
                  Premium

              	
                .00%

              	
                .25%

              	
                .375%

              	
                .50%

              	
                .625%

              
	
                Maximum
                  Leverage Ratio1

              	
                2.00
                  to 1.00

              	
                1.75
                  to 1.00

              	
                1.50
                  to 1.00

              	
                1.25
                  to 1.00

              	
                1.00
                  to 1.00

              


      

      


      2.4  
Section
        6.10 of the Credit Agreement is hereby amended by deleting such
        section  and inserting the following in lieu thereof:

       

      “6.10                      
        Maintenance of
        Tangible Net Worth.  Maintain at all times Tangible Net Worth
        in amounts at all times equal to or exceeding (i) $110,000,000, plus (ii)
        fifty
        percent (50%) of the Consolidated Earnings for each quarter after November
        30,
        2007 (excluding any quarter in which Consolidated Earnings are less than
        zero
        (0)), plus (iii) fifty percent (50%) of the net proceeds or other consideration
        received by Borrower for any capital stock issued or other equity interests
        sold
        after November 30, 2007.”

       

      2.5  
Section
        6.11 of the Credit Agreement is hereby amended by deleting such
        section  and inserting the following in lieu thereof:

       

      “6.11                      
        Maintenance of
        Leverage Ratio.  Maintain a Leverage Ratio not in excess
        of

       

      (a)
        2.00
        to 1.00 (as determined on the last day of each fiscal quarter) for any fiscal
        quarter that the Interest Coverage Ratio is greater than or equal to 2.00
        to
        1.00,

       

      (b)
        1.75
        to 1.00 (as determined on the last day of each fiscal quarter) for any fiscal
        quarter that the Interest Coverage Ratio is greater than or equal to 1.50
        to
        1.00 but less than 2.00 to 1.00,

       

      (c)
        1.50
        to 1.00 (as determined on the last day of each fiscal quarter) for any fiscal
        quarter that the Interest Coverage Ratio is greater than or equal to 1.00
        to
        1.00 but less than 1.50 to 1.00,

       

      (d)
        1.25
        to 1.00 (as determined on the last day of each fiscal quarter) for any fiscal
        quarter that the Interest Coverage Ratio is greater than or equal to 0.50
        to
        1.00 but less than 1.00 to 1.00, and

       

      

        
          

        

      

      
        1 The
          information set forth in this row is for descriptive purposes only related
          to
          the maximum Leverage Ratio set forth in Section 6.11 related to the applicable
          Interest Coverage Ratio, and is not intended to be used to determine the
          Applicable Margins.

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

           

        

      

      (e)
        1.00
        to 1.00 (as determined on the last day of each fiscal quarter) for any fiscal
        quarter that the Interest Coverage Ratio is less than 0.50 to 1.00.

       

      2.6  
Section
        6.12 of the Credit Agreement is hereby amended by deleting such section and
        inserting the following in lieu thereof:

       

      “6.12                      
        Maintenance of
        Interest Coverage Ratio.  Maintain an Interest Coverage Ratio
        of not less than 2.00 to 1.00 (as determined in each case in this Section
        6.12
        on the last day of each fiscal quarter for the four fiscal quarter period
        ending
        on the last day of such fiscal quarter); provided that, notwithstanding the
        foregoing, the Interest Coverage Ratio may be less than 2.00 to 1.00 for
        any
        fiscal quarter ending on or before the Maturity Date so long as (i) the number
        of fiscal quarters in which the Interest Coverage Ratio is less than 1.50
        to
        1.00 does not exceed in the aggregate eight fiscal quarters ending after
        November 30, 2007, and (ii) the number of fiscal quarters in which the Interest
        Coverage Ratio is less than 0.50 to 1.00 does not exceed in the aggregate
        four
        fiscal quarters ending after November 30, 2007.”

       

      2.7  
Article
        6
        of the Credit Agreement is hereby amended by adding the following new Section
        6.15:

       

      Section
        6.15 Minimum
        Liquidity.  If as of the last day of the fiscal quarter most
        recently ended (a) the Interest Coverage Ratio is less than 1.50 to 1.00
        and (b)
        the ratio of (1) Adjusted Cash Flow From Operations for the last four quarters
        then ended to (2) Interest Expense is less than 1.50 to 1.00, on and after
        such
        day, the Borrower shall maintain Unrestricted Cash, together with any Borrowing
        Base Availability, in an amount of not less than $43,000,000.

       

      2.8  
Section
        7.8 of the Credit Agreement is hereby amended by deleting such section and
        inserting the following in lieu thereof:

       

      “7.8           
        Limitation on
        Payment
        of Subordinated Indebtedness.  Pay, repay, purchase or defease
        any Subordinated Indebtedness, directly or indirectly, in cash or in other
        property, or by set-off or in any other manner, unless and until all Obligations
        have been paid in full and all Commitments have been
        terminated.  Notwithstanding the foregoing, Borrower or any Subsidiary
        may (a) make scheduled payments of interest on the Subordinated Indebtedness,
        (b) repay Subordinated Indebtedness upon its scheduled maturity, and (c)
        so long
        as (i) the Leverage Ratio for the last reporting period is less than 1.25
        to
        1.00 after giving effect to the redemption or purchase of Subordinated
        Indebtedness

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      contemplated
        in this clause (c) as if such redemption or purchase occurred in such last
        reporting period and (ii) the Interest Coverage Ratio for the last reporting
        period is greater than 2.00 to 1.00 after giving effect to the redemption
        or
        purchase of Subordinated Indebtedness contemplated in this clause (c) as
        if such
        redemption or purchase occurred in such last reporting period, (y) redeem
        Subordinated Indebtedness pursuant to provisions of such Subordinated
        Indebtedness allowing redemption at the option of the Borrower with the proceeds
        of any equity offering or after such Subordinated Indebtedness has been
        outstanding for the defined period set forth in such Subordinated Indebtedness,
        or (z) purchase Subordinated Indebtedness by issuer tender offer or open
        market
        purchase, so long as, with respect to clauses (a), (b) or (c) above, no Default
        or Event of Default has occurred and is continuing or would occur as a result
        of
        making such payment, redemption, purchase or repayment, as the case may
        be.”

       

      SECTION
        3. Reduction
        of Aggregate
        Commitment.  The Borrower has requested a reduction of the
        amount of the Aggregate Commitment to $250,000,000 outstanding as of the
        date
        hereof and such reduction shall be allocated to each Lender’s Commitment ratably
        in accordance with its Ratable Share.  The Borrower represents,
        warrants and certifies that this reduction in the Aggregate Commitment is
        in
        accordance with Section 2.6 of the Credit Agreement.

       

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

       

      (a) receipt
        by the Agent of a duly executed counterpart of this Amendment signed by the
        Borrower, the Guarantors, and the Required Lenders;

       

      (b) receipt
        by the Agent, for the account of all Lenders signing this Amendment, a fee
        of
        0.20% of the amount of each such Lender’s Commitment;

       

      (c) receipt
        by the Agent from the Borrower of any and all other fees and expenses to
        be paid
        by the Borrower to the Agent and the Lenders in connection with this Amendment;
        and

       

      (d) the
        fact
        that the representations and warranties of the Borrower contained in Article
        4
        of the Credit Agreement and in Section 6 of this Amendment shall be true
        in all
        material respects on and as of the date hereof.

       

      SECTION
        5. No
        Other
        Amendment.  Except for the amendments set forth above, the text
        of the Credit Agreement shall remain unchanged and in full force and
        effect.  This Amendment is not intended to effect, nor shall it be
        construed as, a novation.  The Credit Agreement and this Amendment
        shall be construed together as a single
        agreement.  Nothing

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      herein
        contained shall waive, annul, vary or affect any provision, condition, covenant
        or agreement contained in the Credit Agreement, except as herein amended,
        nor
        affect nor impair any rights, powers or remedies under the Credit Agreement
        as
        hereby amended.  The Lenders and the Agent do hereby reserve all of
        their rights and remedies against all parties who may be or may hereafter
        become
        secondarily liable for the repayment of the Obligations.  The Borrower
        promises and agrees to perform all of the requirements, conditions, agreements
        and obligations under the terms of the Credit Agreement, as heretofore and
        hereby amended.  The Credit Agreement, as so amended, is hereby
        ratified and affirmed.  The Borrower hereby expressly agrees that the
        Credit Agreement, as amended, is in full force and effect.

       

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

       

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

       

      (b) The
        Borrower and Guarantors have the power and authority to enter into this
        Amendment and to do all acts and things as are required or contemplated
        hereunder to be done, observed and performed by them.

       

      (c) This
        Amendment has been duly authorized, validly executed and delivered by one
        or
        more authorized officers of the Borrower and Guarantors and constitutes a
        legal,
        valid and binding obligation of the Borrower and each Guarantor, enforceable
        against it in accordance with its terms, subject to the effect, if any, of
        bankruptcy, insolvency, reorganization, arrangement or other similar laws
        relating to or affecting the rights of creditors generally and the limitations,
        if any, imposed by the general principles of equity and public
        policy.

       

      (d) The
        execution and delivery of this Amendment and the performance of the Borrower
        and
        Guarantors hereunder do not and will not require the consent or approval
        of any
        regulatory authority or governmental authority or agency having jurisdiction
        over the Borrower or any Guarantor, nor be in contravention of or in conflict
        with the articles of incorporation or bylaws or other applicable organizational
        documents of the Borrower, or any Guarantor, or the provision of any statute,
        or
        any judgment, order or indenture, instrument, agreement or undertaking, to
        which
        the Borrower, or any Guarantor is party or by which the assets or properties
        of
        the Borrower or Guarantors are or may become bound.

       

      SECTION
        7. Counterparts.  This
        Amendment may be executed in multiple counterparts, each of which shall be
        deemed to be an original and all of which, taken together, shall constitute
        one
        and the same agreement.  Transmission by telecopy, facsimile, email or
        other form of electronic transmission of an executed counterpart of this
        Amendment shall be deemed to constitute due and sufficient delivery of such
        counterpart.

       

      SECTION
        8. Governing
        Law.  This Amendment shall be governed by, and construed in
        accordance with, the law of the State of North Carolina.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

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

       

      [The
        remainder of this page intentionally left blank.]

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

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

       

       

      
      

      
        	 	BORROWER:
	 	 
	 	ASHTON
                WOODS USA
                L.L.C.,
	 	a
                Nevada limited
                liability company
	 	 
	 	 
	 	By:  ___________________________________
	 	Name:  Robert
                Salomon
	 	Title:    Chief
                Financial Officer, Treasurer and
	 	            
                Secretary


      

       

       

       

       

       

       

       

       

      Signature
        Page of

      Third
        Amendment to First Amended and Restated Credit Agreement


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
        

        
          	 	WACHOVIA
                  BANK,
                  NATIONAL
	 	ASSOCIATION,
                  as
                  Agent and a Lender
	 	 
	 	 
	 	By:  ______________________________________
	 	Name:   ___________________________________
	 	Title:     ___________________________________


        

         

         

         

         

         

         

         

         

        Signature
          Page of

        Third
          Amendment to First Amended and Restated Credit Agreement


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         
          
           

          
          

          
            	 	BANK
                    OF AMERICA,
                    N.A., as a Lender
	 	 
	 	 
	 	By:  ______________________________________
	 	Name:   ___________________________________
	 	Title:     ___________________________________


          

           

           

           

           

           

           

           

           

          Signature
            Page of

          Third
            Amendment to First Amended and Restated Credit Agreement


           

          
            
              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               
                
                 

                
                

                
                  	 	CITIBANK,
                          N.A.
                          (successor by merger to
                          Citibank
                          
	 	Texas,
                          N.A.), as a Lender
	 	 
	 	 
	 	By:  ______________________________________
	 	Name:   ___________________________________
	 	Title:     ___________________________________


                

                 

                 

                 

                 

                 

                 

                 

                 

                Signature
                  Page of

                Third
                  Amendment to First Amended and Restated Credit Agreement


                


                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                   

                

              

            

          

        
         

         

        
        

        
          	 	REGIONS
                  BANK
                  (successor by merger to
	 	AmSouth
                  Bank), as a Lender
	 	 
	 	 
	 	By:  ______________________________________
	 	Name:   ___________________________________
	 	Title:     ___________________________________


        

         

         

         

         

         

         

         

         

        Signature
          Page of

        Third
          Amendment to First Amended and Restated Credit Agreement


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        
        

        
          	 	GUARANTY
                  BANK, as a
                  Lender
	 	 
	 	 
	 	By:  ______________________________________
	 	Name:   ___________________________________
	 	Title:     ___________________________________


        

         

         

         

         

         

         

         

         

        Signature
          Page of

        Third
          Amendment to First Amended and Restated Credit Agreement


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
        
           

          
          

          
            	 	COMERICA
                    BANK, as a
                    Lender
	 	 
	 	 
	 	By:  ______________________________________
	 	Name:   ___________________________________
	 	Title:     ___________________________________


          

           

           

           

           

           

           

           

           

          Signature
            Page of

          Third
            Amendment to First Amended and Restated Credit Agreement


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
        
           

          
          

          
            	 	KEY
                    BANK, as a
                    Lender
	 	 
	 	 
	 	By:  ______________________________________
	 	Name:   ___________________________________
	 	Title:     ___________________________________


          

           

           

           

           

           

           

           

           

          Signature
            Page of

          Third
            Amendment to First Amended and Restated Credit Agreement


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

        
           

          
          

          
            	 	NATIONAL
                    CITY BANK,
                    as a Lender
	 	 
	 	 
	 	By:  ______________________________________
	 	Name:   ___________________________________
	 	Title:     ___________________________________


          

           

           

           

           

           

           

           

           

          Signature
            Page of

          Third
            Amendment to First Amended and Restated Credit Agreement


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        
        

        
          	 	
                  OWNER
                    GUARANTORS:

                
	 	 
	 	ELLY
                  NEVADA, INC., a
                  Nevada corporation
	 	 
	 	 
	 	By:  ______________________________________
	 	Name:   Harry
                  Rosenbaum
	 	Title:     Vice
                  President and Secretary


        

         

         

        
          
            	 	NORMAN
                    NEVADA, INC.,
                    a Nevada corporation
	 	 
	 	By:  ______________________________________
	 	Name:   Harry
                    Rosenbaum
	 	Title:     Vice
                    President and Secretary


          

        

         

        
          	 	LARRY
                  NEVADA, INC.,
                  a Nevada corporation
	 	 
	 	By:  ______________________________________
	 	Name:   Harry
                  Rosenbaum
	 	Title:     Vice
                  President and Secretary


        

         

        
          	 	BRUCE
                  NEVADA, INC.,
                  a Nevada corporation
	 	 
	 	By:  ______________________________________
	 	Name:   Harry
                  Rosenbaum
	 	Title:     Vice
                  President and Secretary


        

         

        
          	 	HARRY
                  NEVADA, INC.,
                  a Nevada corporation
	 	 
	 	By:  ______________________________________
	 	Name:   Harry
                  Rosenbaum
	 	Title:     President
                  and Secretary


        

         

        
          	 	SEYMOUR
                  NEVADA,
                  INC., a Nevada corporation
	 	 
	 	By:  ______________________________________
	 	Name:   Harry
                  Rosenbaum
	 	Title:     Vice
                  President and Secretary


        

         

        
          	 	LITTLE
                  SHOTS NEVADA
                  L.L.C., a Nevada 
	 	limited
                  liability
                  company
	 	 
	 	By:  ______________________________________
	 	Name:   Harry
                  Rosenbaum
	 	Title:     Manager


        

         

         

        Signature
          Page of

        Third
          Amendment to First Amended and Restated Credit
          Agreement  

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                SUBSIDIARY
                  GUARANTORS

              
	 	 
	 	ASHTON
                ATLANTA
                RESIDENTIAL, L.L.C.,
	 	a
                Georgia limited
                liability company
	 	 
	 	By:  ______________________________________
	 	Name:   Robert
                Salomon
	 	Title:     Manager


      

      
         

      

      
        	 	ASHTON
                DALLAS
                RESIDENTIAL L.L.C.,
	 	a
                Texas limited
                liability company
	 	 
	 	By:  ______________________________________
	 	Name:   Robert
                Salomon
	 	Title:     Manager


      

       

      
        	 	ASHTON
                HOUSTON
                RESIDENTIAL L.L.C.,
	 	a
                Texas limited
                liability company
	 	 
	 	By:  ______________________________________
	 	Name:   Robert
                Salomon
	 	Title:     Manager

 

       

        	 	ASHTON
                WOODS ARIZONA
                L.L.C.,
	 	a
                Nevada limited
                liability company
	 	 
	 	By:  ______________________________________
	 	Name:   Robert
                Salomon
	 	Title:     Manager


      

       

      
        	 	ASHTON
                ORLANDO
                RESIDENTIAL L.L.C.,
	 	a
                Nevada limited
                liability company
	 	 
	 	By:  ______________________________________
	 	Name:   Robert
                Salomon
	 	Title:     Manager


      

      
         

         

        Signature
          Page of

        Third
          Amendment to First Amended and Restated Credit
          Agreement  

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        
          	 	ASHTON
                  BURDEN,
                  LLC,
	 	a
                  Florida limited
                  liability company
	 	 
	 	By:  ______________________________________
	 	Name:   Robert
                  Salomon
	 	Title:     Manager


        

      

      
        
           

          
            	 	ASHTON
                    TAMPA
                    RESIDENTIAL LLC,
	 	a
                    Nevada limited
                    liability company
	 	 
	 	By:  ______________________________________
	 	Name:   Robert
                    Salomon
	 	Title:     Manager


          

        

      

      
        
           

          
            	 	ASHTON
                    DENVER
                    RESIDENTIAL, LLC,
	 	a
                    Nevada limited
                    liability company
	 	 
	 	By:  ______________________________________
	 	Name:   Robert
                    Salomon
	 	Title:     Manager


          

        

      

      
        
           

          
            	 	PINERY
                    JOINT
                    VENTURE, a Colorado joint venture
	 	 
	 	By:    Ashton
                    Woods USA L.L.C., a Nevada limited 
      liability
                    company, the
                    member authorized to act on 
      its
                    behalf
                    
	 	 
	 	      By:  ______________________________________
	 	         
                    Name:   Robert Salomon
	 	         
                    Title:     Manager


          

        

      

      
        
           

          
            	 	ASHTON
                    WOODS FINANCE
                    CO., a Delaware 
	 	corporation
	 	 
	 	By:  ______________________________________
	 	Name:   Robert
                    Salomon
	 	Title:     Chief
                    Financial Officer, Treasurer and Secretary



          

        

      

      
        
           

           

          Signature
            Page of

          Third
            Amendment to First Amended and Restated Credit
            Agreement  

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

      
        
           

          
            	 	
                    ASHTON
                      WOODS ORLANDO LIMITED 

                  
	 	PARTNERSHIP,
                    a
                    Florida limited partnership 
	 	 
	 	By:    Ashton
                    Woods Lakeside L.L.C., a Nevada limited
                    
                 
                    liability company, its general partner 
	 	 
	 	      By:  ______________________________________
	 	         
                    Name:   Robert Salomon
	 	         
                    Title:     Manager


          

        

      

      
        
           

          
            	 	ASHTON
                    WOODS
                    CORPORATE, LLC,
	 	a
                    Nevada limited
                    liability company
	 	 
	 	By:  ______________________________________
	 	Name:   Robert
                    Salomon
	 	Title:     Manager


          

          
             

            
              	 	ASHTON
                      WOODS
                      TRANSPORTATION, LLC,
	 	a
                      Georgia limited
                      liability company
	 	 
	 	By:  ______________________________________
	 	Name:   Robert
                      Salomon
	 	Title:     Manager


            

            
              
                 

                
                  	 	
                          ASHTON
                            WOODS CONSTRUCTION LLC,

                        
	 	an
                          Arizona limited
                          liability company
	 	 
	 	By:    Ashton
                          Woods Arizona L.L.C., a Nevada limited
                          
                 
                          liability company 
	 	 
	 	      By:  ______________________________________
	 	         
                          Name:   Robert Salomon
	 	         
                          Title:     Manager


                   

                   

                  Signature
                    Page of

                  Third
                    Amendment to First Amended and Restated Credit
                    Agreement