Filed by Bowne Pure Compliance



 






Exhibit 10.1




THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT




THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is made as of the 6th day of
July, 2007, by and among D.R. HORTON, INC., a Delaware corporation (the “Borrower”), the lenders listed on the
signature pages hereof (collectively referred to herein as the “Lenders”), the Guarantors listed on Schedule 1 attached
hereto (each a “Guarantor” and collectively, the “Guarantors”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative
Agent for the Lenders (the “Administrative Agent”), Swingline Lender and a Letter of Credit Issuer.







R E C I T A L S:




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



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



NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Guarantors, the
Administrative Agent and the Lenders party hereto, 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 to Section 7.5. Section 7.5 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:



7.5 Distributions; Repurchase of Stock, Etc. Borrower (a) shall not, and shall not permit any of its
Restricted Subsidiaries to, declare or make, directly or indirectly, any Distribution, or incur any obligation
(contingent or otherwise) to do so, and (b) shall not repurchase, redeem, retire, cancel, terminate or
otherwise acquire any of its capital stock or other equity interest in the Borrower (including, without
limitation, any instrument convertible into its capital stock or other equity interest) or any option, warrant
or other right to acquire any such capital stock or such other equity interest, in the case of (a) or (b):
(i) at any time an Event of Default under Section 8.1(b) shall have occurred and be continuing; (ii) at any
time the Borrower is not in compliance with any of the financial covenants contained in subsections (a), (b)
or (c) of Section 6.8; or (iii) if such Distribution, repurchase, redemption, retirement, cancellation,
termination or other acquisition would cause the Borrower not to be in compliance with the financial



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covenants referenced in clause (ii) above immediately after giving effect to such Distribution,
repurchase, redemption, retirement, cancellation, termination or other acquisition.



SECTION 3. Conditions to Effectiveness. The effectiveness of this Amendment and the obligations of the
Lenders hereunder are subject to satisfaction of the following conditions:



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



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



(c) payment by the Borrower of all fees and expenses (including without limitation the fees and expenses of
counsel to the Administrative Agent) payable on the date of this Amendment to the Lenders and the Administrative Agent;
and



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



SECTION 4. No Other Amendment. Except for the amendments set forth herein, the text of the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment is not intended to effect, nor shall it
be construed as, a novation. The Credit Agreement and this Amendment shall be construed together as a single
agreement. Nothing herein contained shall waive, annul, vary or affect any provision, condition, covenant or agreement
contained in the Credit Agreement, except as herein amended or waived, nor affect or impair any rights, powers or
remedies under the Credit Agreement as hereby amended. The Lenders and the Administrative Agent do hereby reserve all
of their rights and remedies against all parties who may be or may hereafter become secondarily liable for the
repayment of the Obligations. The Borrower promises and agrees to perform all of the requirements, conditions,
agreements and obligations under the terms of the Credit Agreement, as heretofore and hereby amended, the Credit
Agreement, as amended, being hereby ratified and affirmed. The Borrower hereby expressly agrees that the Credit
Agreement, as amended, is in full force and effect.



SECTION 5. Representations and Warranties. The Borrower and each Guarantor hereby represents and
warrants to the Administrative Agent and the Lenders as follows:



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



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



(c) The execution, delivery and performance by each of the Borrower and each Guarantor of this Amendment and each
Loan Document to which such Person is a party that is being delivered in connection with this Amendment have been duly
authorized by all necessary



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corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Person’s
Organizational Documents or Authority Documents, (ii) conflict with or result in any breach or contravention of, or the
creation of any Lien under, any contractual obligation to which such Person is party or another order, injunction,
writ or decree of any Governmental Authority to which such Person or its property is subject, or (iii) violate any
Applicable Law.



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



SECTION 6. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be
deemed to be an original and all of which, taken together, shall constitute one and the same agreement.



SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NORTH CAROLINA; PROVIDED THAT THE ADMINISTRATIVE AGENT, LETTER OF CREDIT ISSUERS AND LENDERS SHALL
RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.







SECTION 8. Consent by Guarantors. The Guarantors consent to this Amendment. Each Guarantor promises and
agrees to perform all of the requirements, conditions, agreements and obligations under the terms of the Subsidiary
Guaranty to which it is a party, such Subsidiary Guaranty being hereby ratified and affirmed. Each Guarantor hereby
expressly agrees that the Subsidiary Guaranty to which it is a party is in full force and effect.



[Signature Pages Follow]








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



BORROWER:



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



By: /s/ Bill W. Wheat                                              

Name: Bill W. Wheat                                                  

Title: Executive Vice President and CFO                 




GUARANTORS:



By: /s/ Bill W. Wheat                                           


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







SIGNATURE PAGE TO THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT





 


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EXHIBIT A




INITIAL GUARANTORS as of December 16, 2005




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



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



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



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



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



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



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



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



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



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



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



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



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



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



SIGNATURE PAGE TO THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT





 


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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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


 


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



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



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



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



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



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



DRH Regrem XII, LP, a Texas limited partnership, by Meadows I, Ltd., its General Partner, by


Bill W. Wheat in his capacity as Chief Financial Officer



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



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



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



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



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



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



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



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



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


 


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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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


 


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



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



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



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



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



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



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



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



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



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



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



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



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


 


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



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



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



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



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



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



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



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



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



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



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



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


 


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



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



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



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



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



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



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



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



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



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



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



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


 


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



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



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



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



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



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



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



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



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



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



ADDITIONAL GUARANTORS as of June 13, 2006




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



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


 


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



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



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



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



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



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



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



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



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



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



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






 


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WACHOVIA BANK, NATIONAL ASSOCIATION, 
as Administrative Agent



By: /s/ R. Scott Holtzapple                                  

Name: R. Scott Holtzapple                                       

Title: Senior Vice President                                      




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



By:  /s/ R. Scott Holtzapple                                 

Name:  R. Scott Holtzapple                                      

Title:  Senior Vice President                                     




THE ROYAL BANK OF SCOTLAND, PLC, as a Lender



By:  /s/ William McGinty                                       

Name:  William McGinty                                         

Title: Senior Vice President                                      




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



By: /s/ Stephen B. Carlson                                     

Name:  Stephen B. Carlson                                       

Title:  Vice President                                                 




CALYON NEW YORK BRANCH, as a Lender



By:  /s/ Robert Nelson                                           

Name:  Robert Nelson                                               

Title:  Managing Director                                         




By:  /s/ Robert Smith                                              

Name:  Robert Smith                                                

Title:  Managing Director                                         




CITICORP, N.A., as a Lender



By:  /s/ James M. Buchanan                                    

Name:  James M. Buchanan                                      

Title:  Vice President                                                




SIGNATURE PAGE TO THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT





 


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



By:  /s/ Allison Ortiz                                             

Name:  Allison Ortiz                                                 

Title:  Proxy for Kent Kaiser                                    




UBS LOAN FINANCE LLC, as a Lender



By:  /s/ Irja R. Otsa                                                 

Name:  Irja R. Otsa                                                   

Title:  Associate Director                                          




By:  /s/ Mary E. Evans                                             

Name:  Mary E. Evans                                              

Title:  Associate Director                                          




BNP PARIBAS, as a Lender



By:  /s/ Duane Helkowski                                      

Name:  Duane Helkowski                                         

Title:  Managing Director                                         




By:  /s/ Melissa Balley                                          

Name:  Melissa Balley                                              

Title:  Vice President                                                




SUNTRUST BANK, as a Lender



By:  /s/ Ashish Tandon                                           

Name:  Ashish Tandon                                              

Title:  Assistant Vice President                                 




WASHINGTON MUTUAL BANK, as a Lender



By:  /s/ Brad R. Johnson                                         

Name:  Brad R. Johnson                                           

Title:  Vice President                                                




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



By:  /s/ Daniel McClurkin                                     

Name:  Daniel McClurkin                                         

Title:  Assistant Vice President                                 




SIGNATURE PAGE TO THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT





 


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THE BANK OF NOVA SCOTIA, as a Lender



By:  /s/ Andrew Ostrov                                          

Name:  Andrew Ostrov                                             

Title:  Director                                                           




SCOTIABANC INC., as a Lender



By:  /s/ J.F. Todd                                                      

Name:  J.F. Todd                                                       

Title:  Managing Director                                         




BARCLAYS BANK PLC, as a Lender



By:  /s/ Nicholas Bell                                             

Name:  Nicholas Bell                                                

Title:  Director                                                           




COMERICA BANK, as a Lender



By:  /s/ Casey L. Stevenson                                    

Name:  Casey L. Stevenson                                      

Title:  Vice President                                                




FANNIE MAE, as a Lender



By:  /s/ Wayne R. Curtis                                         

Name:  Wayne R. Curtis                                           

Title:  Vice President                                                




LLOYDS TSB BANK PLC, as a Lender



By:  /s/ Mario Del Duca                                         

Name:  Mario Del Duca                                            

Title:  Associate Director                                          
          Corporate Banking USA D029                       



By:  /s/ Windsor R. Davies                                      

Name:  Windsor R. Davies                                       

Title:  Managing Director                                         
          Corporate Banking USA D061                       



SIGNATURE PAGE TO THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT





 


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GUARANTY BANK, as a Lender



By:  /s/ Dan M. Killian                                           

Name:  Dan M. Killian                                              

Title:  Senior Vice President                                     




EMIGRANT BANK, as a Lender



By:  /s/ David J. Feingold                                       

Name:  David J. Feingold                                         

Title:  Managing Director                                         




PNC BANK, NATIONAL ASSOCIATION, as a Lender



By:  /s/ Luis Donoso                                                 

Name:  Luis Donoso                                                 

Title:  Vice President                                                




THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, 
as a Lender



By:  /s/ Noelle McGrath                                       

Name:  Noelle McGrath                                            

Title:  Authorised Signatory                                      




By: /s/ Carla Ryan                                                  

Name:  Carla Ryan                                                    

Title:  Authorised Signatory                                      




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



By:  /s/ Stephanie Lantz                                         

Name:  Stephanie Lantz                                            

Title:  Vice President                                                




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



By:  /s/ Xavier Barrera                                          

Name:  Xavier Barrera                                             

Title:  Vice President                                                




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FIFTH THIRD BANK, as a Lender



By:  /s/ Mike Mendenhall                                      

Name:  Mike Mendenhall                                         

Title:  Vice President                                                




MIZUHO CORPORATE BANK, LTD., as a Lender



By:  /s/ Yasuo Imaizumi                                          

Name:  Yasuo Imaizumi                                           

Title:  Senior Vice President                                     




SOCIÉTÉ GÉNÉRALE, as a Lender



By:  /s/ Milissa Goeden                                          

Name:  Milissa Goeden                                            

Title:  Director                                                          




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



By:  /s/ Patrick Trowbridge                                 

Name:  Patrick Trowbridge                                      

Title:  Vice President                                               




COMPASS BANK, as a Lender



By:  /s/ Johanna Duke Paley                                 

Name:  Johanna Duke Paley                                     

Title:  Senior Vice President                                     




AMERICAN SAVINGS BANK FSB, as a Lender



By:  /s/ Larry Ishii                                                  

Name:  Larry Ishii                                                     

Title:  Vice President                                                




By:  /s/ Terence Yeh                                               

Name:  Terence Yeh                                                 

Title:  Vice President                                                




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BANK OF HAWAII, as a Lender



By:  /s/ Brian H. Uemori                                         

Name:  Brian H. Uemori                                           

Title:  Vice President                                                




FIRST HAWAIIAN BANK, as a Lender



By:  /s/ Jon T. Fukagawa                                        

Name:  Jon T. Fukagawa                                          

Title:  Vice President                                                




THE NORTHERN TRUST COMPANY, as a Lender



By:  /s/ Steven W. Ryan                                         

Name:  Steven W. Ryan                                            

Title:  Senior Vice President                                     




LEGACY TEXAS BANK, as a Lender



By:  /s/ Eric Sonneborn                                          

Name:  Eric Sonneborn                                             

Title:  Senior Vice President                                     




MALAYAN BANKING BERHAD, NEW YORK BRANCH, 
as a Lender



By:  /s/ Fauzi Zulkifli                                            

Name:  Fauzi Zulkifli                                                

Title:  General Manager                                            




NATIONAL CITY BANK, as a Lender



By:  /s/ Michael A. Johnson                                   

Name:  Michael A. Johnson                                      

Title:  Vice President                                                 









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SCHEDULE 1




GUARANTORS

INITIAL GUARANTORS as of December 16, 2005




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


CH Investments of Texas, Inc., a Delaware corporation


CHI Construction Company, an Arizona corporation


CHTEX of Texas, Inc., a Delaware corporation


Continental Homes, Inc., a Delaware corporation


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


Continental Residential, Inc., a California corporation


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


DRH Cambridge Homes, Inc., a California corporation


DRH Cambridge Homes, LLC, a Delaware limited liability company


DRH Construction, Inc., a Delaware corporation


DRH Regrem VII, LP, a Texas limited partnership


DRH Regrem VIII, LLC, a Delaware limited liability company


DRH Southwest Construction, Inc., California corporation


DRH Tucson Construction, Inc., a Delaware corporation


DRHI, Inc., a Delaware corporation


KDB Homes, Inc., a Delaware corporation


Meadows I, Ltd., a Delaware corporation


Meadows II, Ltd., a Delaware corporation


Meadows VIII, Ltd., a Delaware corporation


Meadows IX, Inc., a New Jersey corporation


 


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Meadows X, Inc., a New Jersey corporation


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


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


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


Melody Homes, Inc., a Delaware corporation


Melmort Co., a Colorado corporation


Schuler Homes of Arizona LLC, a Delaware limited liability company


Schuler Homes of California, Inc., a California corporation


Schuler Homes of Oregon, Inc., an Oregon corporation


Schuler Homes of Washington, Inc., a Washington corporation


Schuler Mortgage, Inc., a Delaware corporation


Schuler Realty Hawaii, Inc., a Hawaii corporation


SHA Construction LLC, a Delaware limited liability company


SHLR of California, Inc., a California corporation


SHLR of Colorado, Inc., a Colorado corporation


SHLR of Nevada, Inc., a Nevada corporation


SHLR of Utah, Inc., a Utah corporation


SHLR of Washington, Inc., a Washington corporation


SRHI LLC, a Delaware limited liability company


SSHI LLC, a Delaware limited liability company


Vertical Construction Corporation, a Delaware corporation


Western Pacific Funding, Inc., a California corporation


Western Pacific Housing Co., a California limited partnership


Western Pacific Housing Management, Inc., a California corporation


Western Pacific Housing, Inc., a Delaware corporation


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


 


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


DRH Regrem XI, Inc. a Delaware corporation


DRH Regrem XII, LP, a Texas limited partnership



ADDITIONAL GUARANTORS as of June 13, 2006




DRH Regrem XIII, Inc., a Delaware corporation


DRH Regrem XIV, Inc., a Delaware corporation


DRH Regrem XV, Inc., a Delaware corporation


DRH Regrem XVI, Inc., a Delaware corporation


DRH Regrem XVII, Inc., a Delaware corporation


DRH Regrem XVIII, Inc., a Delaware corporation


DRH Regrem XIX, Inc., a Delaware corporation


DRH Regrem XX, Inc., a Delaware corporation


DRH Regrem XXI, Inc., a Delaware corporation


DRH Regrem XXII, Inc., a Delaware corporation


DRH Regrem XXIII, Inc., a Delaware corporation


DRH Regrem XXIV, Inc., a Delaware corporation


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



 


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