First Amendment to Revolving Credit Agreement



 EXHIBIT 10.1 
 FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this
“Amendment”) is made as of the 1st day of November, 2006, 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 “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 to
extend the maturity of the Credit Agreement, to increase the Total Revolving Credit Commitment thereunder and to make other such changes as the parties hereunder deem appropriate. 
 NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the Guarantors, the Administrative Agent and the Lenders, intending to be legally bound hereby, agree as follows: 
 SECTION 1. Recitals. The Recitals are incorporated herein by reference and shall be deemed to be a part of this Amendment. 
 SECTION 2. Amendments. 
 2.1 The
definition of “Maturity Date” in Section 1.1 of the Credit Agreement is hereby amended by deleting “December 16, 2010” and inserting “December 16, 2011” in lieu thereof. 
 2.2 The definition of “Total Revolving Credit Commitment” in Section 1.1 of the Credit Agreement is hereby amended by
deleting “$2,150,000,000” and inserting “$2,500,000,000” in lieu thereof. 
 2.3 Schedule 2.1 to the Credit Agreement is
replaced in its entirety with Schedule 2.1 attached to this Amendment. 
 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: 
  

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 (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) receipt by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, of (i) a new Revolving Credit
Note payable to the order of each Subsequent Lender (if any), and (ii) a replacement Revolving Credit Note payable to the order of each Increasing Lender, in each case executed by the Borrower; 
 (d) receipt by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, of an Incumbency Certificate of the
Borrower reflecting the Authorized Signatories; 
 (e) receipt by the Administrative Agent, in form and substance reasonably satisfactory to
the Administrative Agent, of corporate resolutions of the Borrower certified by an officer of the Borrower and authorizing the Borrower to enter into this Amendment and executed the new Revolving Credit Notes and the replacement Revolving Credit
Notes referred to in Section 3 (c) hereof; 
 (f) receipt by the Administrative Agent, in form and substance reasonably
satisfactory to the Administrative Agent, of an Incumbency Certificate of each Guarantor reflecting the Authorized Signatories; 
 (g)
receipt by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, of resolutions of each Guarantor to execute this Amendment; 
 (h) payment by the Borrower of all fees and expenses (including without limitation the fees and expense of counsel to the Administrative Agent) payable
on the date of this Amendment to the Lenders and the Administrative Agent; and 
 (i) 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 
  

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 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 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. Subsequent Lenders. The signature page of any Subsequent Lender to this Amendment shall be deemed also to be a signature page of such
Subsequent Lender to the Credit Agreement (as amended by this Amendment), thereby satisfying the requirement of Section 2.10 (b)(ii)(C) of the Credit Agreement that each Subsequent Lender execute a signature page to the Credit Agreement.

 SECTION 7. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original
and all of which, taken together, shall constitute one and the same agreement. 
 SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NORTH CAROLINA; PROVIDED THAT THE ADMINISTRATIVE AGENT, LETTER OF CREDIT ISSUERS AND LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 
 SECTION 9. Consent by Guarantors. The Guarantors consent to the 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 
  

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 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. 
 SECTION 10. Other Agents. As of the date hereof, Barclays Bank PLC shall be a
Co-Documentation Agent under the Credit Agreement; provided, however, that in accordance with Section 9.10 of the Credit Agreement, no Lender identified on the facing page or signature pages of the Credit Agreement or identified in this
Amendment as a “documentation agent” or similar title shall have any right, power, obligation, liability, responsibility, or duty under the Credit Agreement, as amended by this Amendment, other than those applicable to all Lenders
as such. Without limiting the foregoing, no Lender so identified shall have or be deemed to have any fiduciary relationship with any Lender. 
 [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 Chief Financial Officer


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	GUARANTORS:
		
	By:	 	 /s/ Bill W. Wheat

		 	Bill W. Wheat, in the capacities described and on behalf of the entities set forth in Exhibit A
		
	By:	 	 /s/Robert E. Coltin

		 	Robert E. Coltin, in the capacities described and on behalf of the entities set forth in Exhibit A


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 








 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 Robert
E. Coltin in his capacity as Vice President, Secretary and Treasurer 
 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, 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 Residential, Inc., a California 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, 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. - 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 Los Angeles Holding Company, Inc., a California corporation, by Bill W. Wheat in his capacity as Chief Financial Officer 

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

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

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

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








 D.R. Horton Materials, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as
Chief Financial Officer 
 D. R. Horton, Inc. - Fresno (f/k/a DRH Regrem IV, Inc.), a Delaware corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer 
 D.R. Horton, Inc. - Gulf Coast (f/k/a DRH Regrem V, 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 Southwest Construction, Inc., 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

 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 Robert E. Coltin in his capacity as Vice President, Secretary and Treasurer 
 Meadows VIII, 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 X, Inc., a New Jersey 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 







 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 
 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 
 Melody Homes, Inc., a
Delaware 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 
 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., a 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 
 SHA Construction LLC, a Delaware limited liability company, by SRHI, LLC, a managing member, by Bill W.
Wheat in his capacity as Chief Financial Officer 
 SHLR of California, Inc., a California corporation, by Bill W. Wheat in
his capacity as Chief Financial Officer 
 SHLR of Colorado, Inc., a Colorado corporation, by Bill W. Wheat in his capacity
as Chief Financial Officer 
 SHLR of Nevada, Inc., a Nevada corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer 







 SHLR of Utah, Inc., a Utah corporation, by Bill W. Wheat in his capacity as Chief
Financial Officer 
 SHLR of Washington, Inc., a Washington corporation, by Bill W. Wheat in his capacity as Chief Financial
Officer 
 SRHI LLC, a Delaware limited liability company, by SHLR of Nevada, Inc., a managing member, by Bill W. Wheat in his capacity as Chief Financial
Officer 
 SSHI LLC, a Delaware limited liability company, by SHLR of Washington, a managing member, by Bill W. Wheat in his capacity as Chief Financial
Officer 
 The Club at Pradera, Inc., a Delaware corporation, by Robert E. Coltin in his capacity as Vice President

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

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-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 
 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 
 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 
 DRH Regrem X, Inc., a Delaware corporation, 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 
 ADDITIONAL GUARANTORS as of June 13, 2006 
 D.R. Horton, Inc. B Los Angeles, a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer 
 DRH Regrem XIII, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer 
 DRH Regrem XIV, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer 
 DRH Regrem XV, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer 
 DRH Regrem XVI, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer 
 DRH Regrem XVII, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer 
 DRH Regrem XVIII, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer 







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

 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 








			
	 WACHOVIA BANK, NATIONAL 
 ASSOCIATION, as Administrative Agent

		
	By:	 	 /s/ R. Scott Holtzapple

	Name:	 	R. Scott Holtzapple
	Title:	 	Senior Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	 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


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	THE ROYAL BANK OF SCOTLAND, PLC, as a Lender
		
	By:	 	 /s/ David Apps

	Name:	 	David Apps
	Title:	 	Managing Director


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Stephen B. Carlson

	Name:	 	Stephen B. Carlson
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	CALYON NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ David P. Cagle

	Name:	 	David P. Cagle
	Title:	 	Managing Director
		
	By:	 	 /s/ Robert L. Nelson

	Name:	 	Robert L. Nelson
	Title:	 	Managing Director


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	CITICORP, N.A., as a Lender
		
	By:	 	 /s/ Malay Kakad

	Name:	 	Malay Kakad
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Kent Kaiser

	Name:	 	Kent Kaiser
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	UBS LOAN FINANCE LLC, as a Lender
		
	By:	 	 /s/ Richard L. Tavrow

	Name:	 	Richard L. Tavrow
	Title:	 	Director
		
	By:	 	 /s/ Irja R. Otsa

	Name:	 	Irja R. Otsa
	Title:	 	Associate Director


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	BNP PARIBAS, as a Lender
		
	By:	 	 /s/ Duane Helkowski

	Name:	 	Duane Helkowski
	Title:	 	Managing Director
		
	By:	 	 /s/ Berangere Allen

	Name:	 	Berangere Allen
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	SUNTRUST BANK, as a Lender
		
	By:	 	 /s/ Gregory T. Horstman

	Name:	 	Gregory T. Horstman
	Title:	 	Senior Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ John D. Kuykendall

	Name:	 	John D. Kuykendall
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	WASHINGTON MUTUAL BANK, as a Lender
		
	By:	 	 /s/ Brad R. Johnson

	Name:	 	Brad R. Johnson
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	AMSOUTH BANK, as a Lender
		
	By:	 	 /s/ Daniel McClurkin

	Name:	 	Daniel McClurkin
	Title:	 	AVP


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	 /s/ William E. Zarrett

	Name:	 	William E. Zarrett
	Title:	 	Managing Director


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	SCOTIABANC INC., as a Lender
		
	By:	 	 /s/ William E. Zarrett

	Name:	 	William E. Zarrett
	Title:	 	Managing Director


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ Alison McGuigan

	Name:	 	Alison McGuigan
	Title:	 	Associate Director


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	COMERICA BANK, as a Lender
		
	By:	 	 /s/ Casey L. Stevenson

	Name:	 	Casey L. Stevenson
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	FANNIE MAE, as a Lender
		
	By:	 	 /s/ Wayne R. Curtis

	Name:	 	Wayne R. Curtis
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	LLOYDS TSB BANK PLC, as a Lender
		
	By:	 	 /s/ Deborah Carlson

	Name:	 	Deborah Carlson
	Title:	 	 VP & Manager – Business Development
 C.B.
C103

		
	By:	 	 /s/ Mario Del Duca

	Name:	 	Mario Del Duca
	Title:	 	Assistant Vice President
		 	Global Corporate Banking D029


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	NATEXIS BANQUES POPULAIRES, as a Lender
		
	By:	 	 /s/ Marie-Edith Dugeny

	Name:	 	Marie-Edith Dugeny
	Title:	 	Managing Director – Real Estate Finance
		
	By:	 	 /s/ Guillaume De Parscau

	Name:	 	Guillaume De Parscau
	Title:	 	Managing Director – Business Development


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	GUARANTY BANK, as a Lender
		
	By:	 	 /s/ Dan Killian

	Name:	 	Dan Killian
	Title:	 	Senior Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	EMIGRANT BANK, as a Lender
		
	By:	 	 /s/ David J. Feingold

	Name:	 	David J. Feingold
	Title:	 	Managing Director


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	PNC BANK, NA, as a Lender
		
	By:	 	 /s/ Irene Sim

	Name:	 	Irene Sim
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Lender
		
	By:	 	 /s/ Mary Gaffney

	Name:	 	Mary Gaffney
	Title:	 	Director
		
	By:	 	 /s/ Noelle McGrath

	Name:	 	Noelle McGrath
	Title:	 	Manager


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









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

		
	By:	 	 /s/ Robert E. Cooper, Jr.

	Name:	 	Robert E. Cooper, Jr.
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









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

		
	By:	 	 /s/ Xavier Barrera

	Name:	 	Xavier Barrera
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	FIFTH THIRD BANK, as a Lender
		
	By:	 	 /s/ Christopher C. Motley

	Name:	 	Christopher C. Motley
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	 MIZUHO CORPORATE BANK, LTD., as a
 Lender

		
	By:	 	 /s/ Raymond Ventura

	Name:	 	Raymond Ventura
	Title:	 	Deputy General Manager


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	SOCIÉTÉ GÉNÉRALE, as a Lender
		
	By:	 	 /s/ Milissa Goeden

	Name:	 	Milissa Goeden
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	CHEVY CHASE BANK, F.S.B., as a Lender
		
	By:	 	 /s/ Michael A. Munoz

	Name:	 	Michael A. Munoz
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Johanna Duke Paley

	Name:	 	Johanna Duke Paley
	Title:	 	Senior Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	AMERICAN SAVINGS BANK FSB, as a Lender
		
	By:	 	 /s/ Larry T. Ishii

	Name:	 	Larry T. Ishii
	Title:	 	Vice President
		
	By:	 	 /s/ Terence Yeh

	Name:	 	Terence Yeh
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	BANK OF HAWAII, as a Lender
		
	By:	 	 /s/ Brian H. Uemori

	Name:	 	Brian H. Uemori
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	FIRST HAWAIIAN BANK, as a Lender
		
	By:	 	 /s/ Stephen M. Franklin

	Name:	 	Stephen M. Franklin
	Title:	 	Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	 THE NORTHERN TRUST COMPANY, as a
 Lender

		
	By:	 	 /s/ Cory Schuster

	Name:	 	Cory Schuster
	Title:	 	Second Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Jim C. Y. Chen

	Name:	 	Jim C. Y. Chen
	Title:	 	VP & General Manager


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	LEGACY TEXAS BANK, as a Lender
		
	By:	 	 /s/ Eric Sonneborn

	Name:	 	Eric Sonneborn
	Title:	 	Senior Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH (f/k/a “INTERNATIONAL COMMERCIAL BANK OF CHINA, NEW YORK AGENCY”), as a Lender
		
	By:	 	 /s/ Nae-Yee Lung

	Name:	 	Nae-Yee Lung
	Title:	 	SVP & General Manager


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	MALAYAN BANKING BERHAD, NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Fauzi Zulkifll

	Name:	 	Fauzi Zulkifll
	Title:	 	General Manager


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	NATIONAL CITY BANK, as a Lender
		
	By:	 	 /s/ Paul A. Best

	Name:	 	Paul A. Best
	Title:	 	Sr. Vice President


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 









			
	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender
		
	By:	 	 /s/ Nivedita Persaud

	Name:	 	Nivedita Persaud
	Title:	 	Vice President
		
	By:	 	 /s/ Birgit Pacek

	Name:	 	Birgit Pacek
	Title:	 	Assistant Cashier


  

 SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT 








 SCHEDULE 1 
 GUARANTORS 
 INITIAL GUARANTORS as of December 16, 2005 
 C. Richard Dobson Builders, Inc., a Virginia corporation 
 CH Investments of
Texas, Inc., a Delaware corporation 
 CHI Construction Company, an Arizona corporation 
 CHTEX of Texas, Inc., a Delaware corporation 
 Continental Homes, Inc., a Delaware corporation 
 Continental Homes of Texas, L.P., a Texas limited partnership 
 Continental
Residential, Inc., a California corporation 
 D.R. Horton - Emerald, Ltd., a Texas limited partnership 
 D.R. Horton, Inc. - Birmingham, an Alabama corporation 
 D.R. Horton, Inc. -
Chicago, a Delaware corporation 
 D.R. Horton, Inc. - Denver, a Delaware corporation 
 D.R. Horton, Inc. - Dietz-Crane, a Delaware corporation 
 D.R. Horton, Inc. - Greensboro, 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 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 Orange County, Inc. (f/k/a DRH Regrem IX, Inc.), a Delaware corporation

 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 
 D.R. Horton Materials, Inc., a Delaware corporation 
 D. R. Horton, Inc. - Fresno (f/k/a DRH Regrem IV, Inc.), a Delaware corporation 
 D.R. Horton, Inc. - Gulf Coast (f/k/a DRH Regrem V, Inc.), a Delaware corporation 
 DRH Regrem VII, LP, a Texas limited partnership 
 DRH Regrem VIII, LLC, a Delaware limited liability company 
 DRH Southwest
Construction, Inc., California corporation 
 DRH Tucson Construction, Inc., a Delaware corporation 
 DRHI, Inc., a Delaware corporation 
 KDB Homes, Inc., a Delaware corporation

 Meadows I, Ltd., a Delaware corporation 
 Meadows II, Ltd., a
Delaware corporation 
 Meadows VIII, Ltd., a Delaware corporation 
 Meadows IX, Inc., a New Jersey corporation 







 Meadows X, Inc., a New Jersey corporation 
 SGS Communities at Grande Quay, LLC, a New Jersey limited liability company 
 D.R. Horton-Schuler Homes, LLC, a Delaware
limited liability company 
 HPH Homebuilders 2000, L.P., a California limited partnership 
 Melody Homes, Inc., a Delaware corporation 
 Melmort Co., a Colorado corporation 
 Schuler Homes of Arizona LLC, a Delaware limited liability company 
 Schuler
Homes of California, Inc., a California corporation 
 Schuler Homes of Oregon, Inc., a 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 
 The Club at Pradera, Inc., a
Delaware corporation 
 Vertical Construction Corporation, a Delaware corporation 
 Western Pacific Funding, Inc., a California corporation 
 Western Pacific Housing Co., a California limited partnership

 Western Pacific Housing Management, Inc., a California corporation 
 Western Pacific Housing, Inc., a Delaware corporation 
 Western Pacific Housing-Antigua, LLC, a Delaware limited liability company 
 Western Pacific Housing-Aviara, L.P., a California limited partnership 
 Western Pacific Housing-Boardwalk, LLC, a Delaware limited liability company 
 Western Pacific Housing-Broadway, LLC, a Delaware limited liability
company 
 Western Pacific Housing-Canyon Park, LLC, a Delaware limited liability company 
 Western Pacific Housing-Carmel, LLC, a Delaware limited liability company 
 Western Pacific Housing-Carrillo, LLC, a Delaware
limited liability company 
 Western Pacific Housing-Communications Hill, LLC, a Delaware limited liability company 
 Western Pacific Housing-Copper Canyon, LLC, a Delaware limited liability company 
 Western Pacific Housing-Creekside, LLC, a Delaware limited liability company 
 Western Pacific Housing-Culver City, L.P., a California limited
partnership 
 Western Pacific Housing-Del Valle, LLC, a Delaware limited liability company 
 Western Pacific Housing-Lomas Verdes, LLC, a Delaware limited liability company 
 Western Pacific Housing-Lost Hills Park,
LLC, a Delaware limited liability company 
 Western Pacific Housing-McGonigle Canyon, LLC, a Delaware limited liability company 
 Western Pacific Housing-Mountaingate, L.P. a California limited partnership 
 Western Pacific Housing-Norco Estates, LLC, a Delaware limited liability company 
 Western Pacific Housing-Oso, L.P., a California limited
partnership 
 Western Pacific Housing-Pacific Park II, LLC, a Delaware limited liability company 
 Western Pacific Housing-Park Avenue East, LLC, a Delaware limited liability company 
 Western Pacific Housing-Park Avenue West, LLC, a Delaware limited liability company 
 Western Pacific Housing-Playa Vista, LLC, a Delaware limited
liability company 







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

Western Pacific Housing-River Ridge, LLC, a Delaware limited liability company 
 Western Pacific Housing-Robinhood Ridge, LLC, a Delaware limited liability company 
 Western Pacific Housing-Santa Fe, LLC, a Delaware limited liability company 
 Western Pacific Housing-Scripps II, LLC, a Delaware limited liability company 
 Western Pacific Housing-Scripps, L.P., a California limited partnership 
 Western Pacific Housing-Seacove, L.P., a California limited partnership 
 Western Pacific Housing-Studio 528, LLC, a Delaware limited liability company 
 Western Pacific Housing-Terra Bay Duets, LLC, a Delaware limited liability company 
 Western Pacific Housing-Torrance, LLC, a Delaware limited liability company 
 Western Pacific Housing-Torrey Commercial, LLC, a Delaware limited liability company 
 Western Pacific Housing-Torrey Meadows, LLC, a Delaware limited liability company 
 Western Pacific Housing-Torrey Multi-Family, LLC, a Delaware limited liability company 
 Western Pacific Housing-Torrey Village Center, LLC, a Delaware limited liability company 
 Western Pacific Housing-Vineyard Terrace, LLC, a Delaware limited liability company 
 Western Pacific Housing-Windemere, LLC, a Delaware limited liability company 
 Western Pacific Housing-Windflower, L.P., a California limited partnership 
 WPH-Camino Ruiz, LLC, a Delaware limited liability company 
 DRH Regrem X, Inc., a Delaware corporation 
 DRH Regrem XI, Inc. a Delaware corporation 
 DRH Regrem XII, LP, a Texas limited partnership

 ADDITIONAL GUARANTORS as of June 13, 2006 
 D.R. Horton, Inc. - Los Angeles, a Delaware corporation 
 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 







 SCHEDULE 2.1 
 REVOLVING CREDIT COMMITMENTS, COMMITMENT RATIOS, AND 
 ADDRESSES FOR NOTICE

  

					
	BORROWER:	 	ADDRESS
		
	D.R. Horton, Inc.	 	301 Commerce Street Suite 500
		 	Fort Worth, Texas 76102
		 	Attn:	 	 Samuel R. Fuller
 Bill W. Wheat

		 		 	Stacey H. Dwyer
		 	Tel:	 	817-390-8200
		 	Fax:	 	817-390-1715 (Mr. Fuller)
		 	Fax:	 	972-620-6813 (Mr. Wheat)
		 	Fax:	 	817-390-1715 (Ms. Dwyer)
		 	E-mail:	 	sfuller@drhorton.com
		 		 	bwheat@drhorton.com
		 		 	sdwyer@drhorton.com
		
		 	With a copy to:
		
		 	301 Commerce Street
		 	Suite 500
		 	Fort Worth, Texas 76102
		 	Attn:	 	Ted I. Harbour, Esq.
		 	Tel:	 	817-390-8200
		 	Fax:	 	972-620-6863
		 	E-mail:	 	tharbour@drhorton.com
			
	ADMINISTRATIVE AGENT:	 		 	ADDRESS
		
	Wachovia Bank, National Association	 	301 S. Tryon St, NC0663 Charlotte, NC 28288
Attn: Mike Jordan, Senior Vice President
		 	Tel:	 	704-383-0399
		 	Fax:	 	704-383-6647
		 	E-mail:	 	mike.jordan@wachovia.com
			
		 		 	With a copy to:
			
		 		 	401 S. Tryon St, NC1193 Charlotte, NC 28288
		 		 	Attn: R. Scott Holtzapple, Senior Vice President, REFS Risk Management
		 	Tel:	 	704-383-0474
		 	Fax:	 	704-383-7146
		 	E-mail:	 	scott.holtzapple@wachovia.com









					
	 LETTER OF CREDIT
 ISSUER(S):
	  	ADDRESS
	Wachovia Bank, National Association	  	 301 S. Tryon St, NC0663
 Charlotte, NC
28288

		  	Attn:	 	Michelle Trumbower
		  	Tel:	 	704-383-0416
		  	Fax:	 	704-383-1786
		  	E-mail:	 	michelle.trumbower@wachovia.com

 LENDERS: 
  

									
	 LENDER
	 	 ADDRESS
	  	COMMITMENT	  	COMMITMENT
RATIO
	Wachovia Bank, National Association	 	 106 West Maple Street, GA8710
 Cumming, GA
30040
	  		  	
		 	Attn:	 	Jeff Hoza	  		  	
		 	Tel:	 	770-781-6430	  		  	
		 	Fax:	 	770-781-6461	  		  	
		 	E-mail:	 	jeff.hoza@wachovia.com	  		  	
				
	The Royal Bank of Scotland PLC	 	 101 Park Avenue, 12th floor
 New York, New York 10178
	  		  	
		 	Attn:	 	David Apps	  		  	
		 	Tel:	 	212-401-3745	  		  	
		 	Fax:	 	212-401-3456	  		  	
		 	E-mail:	 	david.apps@rbos.com	  		  	
				
	Bank of America, N.A.	 	 231 S. LaSalle Street, 10th floor
 Chicago, IL 60604
	  		  	
		 	Attn:	 	Stephen Carlson	  		  	
		 	Tel:	 	312-828-6405	  		  	
		 	Fax:	 	312-974-4970	  		  	
		 	E-mail:	 	stephen.carlson@bankofamerica.com	  		  	
				
	UBS Loan Finance LLC	 	 UBS AG, Stamford Branch
 677 Washington
Boulevard
	  		  	
		 	Stamford, CT 06901	  		  	
		 	6-South	  		  	
		 	Attn:	 	Anthony Finocchi	  		  	
		 	Tel:	 	203-719-3377	  		  	
		 	Fax:	 	203-719-3888	  		  	
		 	E-mail:	 	anthony.finocchi@ubs.com	  		  	
				
	Calyon New York Branch	 	 2200 Ross Avenue, Suite 4400 West
 Dallas, TX
75201
	  		  	
		 	Attn:	 	Robert Nelson	  		  	
		 	Tel:	 	214-220-2333	  		  	
		 	Fax:	 	214-220-2323	  		  	
		 	E-mail:	 	robert.nelson@us.calyon.com	  		  	









									
	Citicorp, N.A.	  	 390 Greenwich Street
 New York, NY
10013
	  		  	
		  	Attn:	  	Malav Kakad	  		  	
		  	Tel:	  	212-723-4693	  		  	
		  	Fax:	  	646-291-3638	  		  	
		  	E-mail:	  	malav.kakad@citigroup.com	  		  	
				
	 JPMorgan Chase
 Bank, N.A.
	  	 707 Travis 6th Floor
 Houston TX, 77002
	  		  	
		  	Attn:	  	Kent Kaiser	  		  	
		  	Tel:	  	713-216-8699	  		  	
		  	Fax:	  	713-216-6190	  		  	
		  	E-mail:	  	Kent.kaiser@chase.com	  		  	
				
	BNP Paribas	  	 787 Seventh Avenue
 New York, NY
10019
	  		  	
		  	Attn:	  	Duane Helkowski	  		  	
		  	Tel:	  	212-841-2940	  		  	
		  	Fax:	  	212-841-3830	  		  	
		  	E-mail:	  	 duane.helkowski@americas.bnpparibas.com
	  		  	
				
	Barclays Bank PLC	  	 200 Park Avenue, 4th Floor
 New York, NY 10166
	  		  	
		  	Attn:	  	Nicholas Bell	  		  	
		  	Tel:	  	212-412-4029	  		  	
		  	Fax:	  	212-412-7600	  		  	
		  	E-mail:	  	nicholas.bell@barcap.com	  		  	
				
	SunTrust Bank	  	 8330 Boone Blvd., 8th Floor
 Vienna, VA
22182
	  		  	
		  	Attn:	  	W. John Wendler	  		  	
		  	Tel:	  	703-442-1563	  		  	
		  	Fax:	  	703-442-1570	  		  	
		  	E-mail:	  	john.wendler@suntrust.com	  		  	
				
	Societe Generale	  	 181 West Madison St.
 Chicago, IL
60602
	  		  	
		  	Attn:	  	Milissa Goeden	  		  	
		  	Tel:	  	312-578-5156	  		  	
		  	Fax:	  	312-578-5099	  		  	
		  	E-mail:	  	milissa.goeden@sgcib.com	  		  	
				
	The Bank of Nova Scotia	  	 600 Peachtree St. N.E., Suite 2700
 Atlanta,
GA 30308
	  		  	
		  	Attn:	  	Dana Maloney	  		  	
		  	Tel:	  	404-877-1524	  		  	
		  	Fax:	  	404-888-8998	  		  	
		  	E-mail:	  	dana_maloney@scotiacapital.com	  		  	
				
	U.S. Bank National Association	  	 14241 Dallas Parkway, Suite 490
 Dallas, TX
75254
	  		  	
		  	Attn:	  	John D. Kuykendall	  		  	
		  	Tel:	  	972-458-4502	  		  	
		  	Fax:	  	972-386-8370	  		  	
		  	E-mail:	  	John.kuykendall@usbank.com	  		  	









									
	Washington Mutual Bank	 	 3929 W. John Carpenter Hwy.
 Irving, TX
75063
	  		  	
		 	Attn:	  	Brad Johnson	  		  	
		 	Tel:	  	214-492-4377	  		  	
		 	Fax:	  	972-870-3603	  		  	
		 	E-mail:	  	brad.johnson@wamu.net	  		  	
				
	Lloyd’s TSB Bank, PLC	 	 1251 Avenue of Americas, 39th floor
 New
York, NY 100200
	  		  	
		 	Attn:	  	Windsor Davies, Director, Global Corporate	  		  	
		 	Tel:	  	212-930-8909	  		  	
		 	Fax:	  	212-930-5098	  		  	
		 	E-mail:	  	wdavies@loydstsb-usb.com	  		  	
				
	AmSouth Bank	 	 1900 5th Avenue N., BAC 15
 Birmingham, AL
35203
 Attn: Ronny Hudspeth
	  		  	
		 	Tel:	  	205-307-4227	  		  	
		 	Fax:	  	205-801-0138	  		  	
		 	E-mail: rhudspeth@amsouth.com	  		  	
				
	Scotiabanc, Inc.	 	 600 Peachtree Street NE, Suite 2700
 Atlanta, GA 30308
	  		  	
		 	Attn:	  	Chris Allen	  		  	
		 	Tel:	  	404-877-1501	  		  	
		 	Fax:	  	404-888-8998	  		  	
		 	E-mail:	  	chris_allen@scotiacapital.com	  		  	
				
	Comerica Bank	 	 500 Woodward Avenue
 7th Floor; MC: 3256
	  		  	
		 		  	Detroit, MI 48091	  		  	
		 	Attn:	  	Casey L. Stevenson	  		  	
		 	Tel:	  	313-222-5286	  		  	
		 	Fax:	  	313-222-9295	  		  	
		 	E-mail:	  	clstevenson@comerica.com	  		  	
				
	Fannie Mae	 	 International Plaza II
 14221 Dallas
Parkway
 Dallas, TX 75252
	  		  	
		 	Attn:	  	Joseph Kankam	  		  	
		 	Tel:	  	214-242-8188	  		  	
		 	Fax:	  	972-767-0222	  		  	
		 	E-mail:	  	joseph_s_kankam@fanniemae.com	  		  	
				
	Natexis Banques Populaires	 	 1251 Avenue of Americas, 34th floor
 New York, NY 10020
	  		  	
		 	Attn:	  	Marie-Edith Dungeny	  		  	
		 	Tel:	  	212-872-5132	  		  	
		 	Fax:	  	212-354-9095	  		  	
		 	E-mail: marie-edith.dugeny@nyc.nxbo.com	  		  	
				
	Guaranty Bank	 	 8333 Douglas Avenue
 Dallas, TX
75225
	  		  	
		 	Attn:	  	Dustin Ortmann	  		  	
		 	Tel:	  	214-360-2672	  		  	
		 	Fax:	  	214-360-4892	  		  	
		 	E-mail: dustin.ortmann@guarantygroup.com	  		  	









									
	Commerzbank AG, New York and Grand Cayman Branches	  	 1230 Peachtree St. NE, Suite 3500
 Atlanta,
GA 30309
	  		  	
	  	Attn:	  	Nivedita (“Niv”) Persaud	  		  	
	  	Tel:	  	404-888-6518	  		  	
		  	Fax:	  	404-888-6539	  		  	
		  	E-mail:	  	npersaud@cbkna.com	  		  	
				
	Emigrant Savings Bank a division of	  	 400 Continental Blvd., Suite 600
 El Segundo,
CA 90245
	  		  	
	New York Bank &	  	Attn:	  	David J. Feingold	  		  	
	Trust	  	Tel:	  	310-426-2166	  		  	
		  	Fax:	  	212-850-3871	  		  	
		  	E-mail:	  	feingoldd@emigrant.com	  		  	
				
	PNC Bank, NA	  	 Two Tower Center, 18th Floor
 East Brunswick, NJ 08816
	  		  	
		  	Attn:	  	Douglas Paul	  		  	
		  	Tel:	  	732-220-3566	  		  	
		  	Fax:	  	732-220-3755	  		  	
		  	E-mail:	  	douglas.paul@pnc.com	  		  	
				
	The Governor and Company of the Bank of Ireland	  	 Bank of Ireland Corporate
 B2, Head
Office
 Lowe Baggot St.
 Dublin 2, Ireland
	  		  	
		  	Attn:	  	Ciaran Doyle	  		  	
		  	Tel:	  	+353 1 604 4707	  		  	
		  	Fax:	  	+353 1 604 4798	  		  	
		  	E-mail:	  	ciarandoyle@boimail.com	  		  	
				
	Fifth Third Bank	  	 38 Fountain Square Plaza
 Cincinnati, OH
45263
	  		  	
		  	Attn:	  	Mike Mendenhall	  		  	
		  	Tel:	  	513-534-6915	  		  	
		  	Fax:	  	513-534-5947	  		  	
		  	E-mail:	  	mike.mendenhall@53.com	  		  	
				
	California Bank & Trust, a California banking corporation	  	 2929 N. Central Avenue, Suite 1200
 Phoenix,
AZ 85012
	  		  	
	  	Attn:	  	Robert Cooper, Vice President	  		  	
	  	Tel:	  	602-241-2205	  		  	
		  	Fax:	  	602-230-1345	  		  	
		  	E-mail:	  	rcooper1@calbt.com	  		  	
				
	City National Bank, a national banking association	  	 2001 N. Main St. #200
 Walnut Creek, CA
94596
	  		  	
	  	Attn:	  	Xavier Barrera Gonzalez	  		  	
	  	Tel:	  	925-274-2783	  		  	
		  	Fax:	  	925-274-2758	  		  	
		  	E-mail:	  	xavier.barreragonzalez@cnb.com	  		  	









									
	Mizuho Corporate Bank, Ltd.	 	 1251 Avenue of the Americas
 New York, N.Y.
10020-1104
	  		  	
		 	Attn:	 	Ricky Simmons - VP	  		  	
		 	Tel:	 	212-282-3541	  		  	
		 	Fax:	 	212-282-4488	  		  	
		 	E-mail:	 	ricky.simmons@mizuhocbus.com	  		  	
				
	 Union Bank of
 California
	 	 500 N. Akard, #4200
 Dallas, TX
75201
	  		  	
		 	Attn:	 	Kevil P. Mahoney	  		  	
		 	Tel:	 	214-922-4215	  		  	
		 	Fax:	 	214-922-4210	  		  	
		 	E-mail:	 	kevin.mahoney@uboc.om	  		  	
				
	Chevy Chase Bank, F.S.B.	 	 7501 Wisconsin Avenue, 12th Floor
 Bethesda, MD 20814
	  		  	
		 	Attn:	 	Michael A. Muñoz	  		  	
		 	Tel:	 	240-497-7834	  		  	
		 	Fax:	 	240-497-7714	  		  	
		 	E-mail:	 	mamunoz@chevychasebank.net	  		  	
				
	Compass Bank	 	 15 South 20th Street, 15th Floor
 Birmingham,
AL 35233
	  		  	
		 	Attn:	 	Johanna Duke Paley	  		  	
		 	Tel:	 	205-297-3851	  		  	
		 	Fax:	 	205-297-7994	  		  	
		 	E-mail:	 	Jo.paley@compassbank.com	  		  	
				
	The Northern Trust Company	 	 50 S. LaSalle Street
 Chicago, IL
60675
	  		  	
		 	Attn:	 	Paul Theiss	  		  	
		 	Tel:	 	312-557-1791	  		  	
		 	Fax:	 	312-444-7028	  		  	
		 	E-mail:	 	PHT1@NTRS.COM	  		  	
				
	American Savings Bank FSB	 	 PO Box 2300
 Honolulu, HI
96804-2300
	  		  	
		 	Attn:	 	Larry Ishii	  		  	
		 	Tel:	 	808-539-7870	  		  	
		 	Fax:	 	808-532-7370	  		  	
		 	E-mail:	 	lishii@asbhawaii.com	  		  	
				
	Bank of Hawaii	 	 130 Merchant Street, 17th Floor
 P.O. Box
2900
	  		  	
		 	Honolulu, HI 96813 (96846)	  		  	
		 	Attn:	 	Dawn Hoffmann, Vice President	  		  	
		 	Tel:	 	808-537-8763	  		  	
		 	Fax:	 	808-538-4060	  		  	
		 	E-mail:	 	dhofmann@boh.com	  		  	
				
	First Commercial Bank New York Agency	 	 750 3rd Avenue
 34th Floor
 New York, NY 10017
	  		  	
		 	Attn:	 	Jocelin Ma	  		  	
		 	Tel:	 	212-599-6868 ext. 216	  		  	
		 	Fax:	 	212-599-6133	  		  	
		 	E-mail:	 	fcbloan@aol.com	  		  	









											
	First Hawaiian Bank	  	 999 Bishop Street
 Honolulu, HI
96813
	  			  		
		  	Attn:	  	Stephen M. Franklin	  			  		
		  	Tel:	  	808-525-5179	  			  		
		  	Fax:	  	808-525-8184	  			  		
		  	E-mail:	  	sfranklin@fhwn.com	  			  		
				
	Legacy Texas Bank	  	 5000 Legacy Drive, Suite 220
 Plano, TX
75024
	  			  		
		  	Attn:	  	Eric Sonneborn	  			  		
		  	Tel:	  	972-461-7044	  			  		
		  	Fax:	  	972-461-7200	  			  		
		  	E-mail:	  	sonneborne@legacytexas.com	  			  		
				
	Chang Hwa Commercial Bank,	  	 685 Third Avenue, 29th Floor
 New York, NY
10017
	  			  		
	Ltd. New York	  	Attn:	  	Melody Tsou	  			  		
	Branch	  	Tel:	  	212-651-9770 ext. 28	  			  		
		  	Fax:	  	212-651-9785	  			  		
		  	E-mail:	  	b.changhwa@firstgate.net	  			  		
				
	Mega International Commercial Bank Co., Ltd. New York Branch (f/k/a The International Commercial Bank of China, (NY Agency))	  	 65 Liberty Street
 New York, NY
10005
	  			  		
	  	Attn:	  	Louis Chang	  			  		
	  	Tel:	  	212-815-9168	  			  		
	  	Fax:	  	212-766-5006	  			  		
	  	E-mail:	  	louiswlc@hotmail.com	  			  		
				
	Malayan Banking Berhad, New York	  	 400 Park Avenue, 9th Floor
 New York, NY
10022
	  			  		
	Branch	  	Attn:	  	Nor Akmar Wallace	  			  		
		  	Tel:	  	212-303-1319	  			  		
		  	Fax:	  	212-308-0109	  			  		
		  	E-mail:	  	awallace@maybankusa.com	  			  		
				
	National City Bank	  	 101 South 5th Street, 6th Floor
 Louisville, KY 40202
	  			  		
		  	Attn:	  	Charles Ezell	  			  		
		  	Tel:	  	502-581-4152	  			  		
		  	Fax:	  	502-581-4154	  			  		
		  	E-mail:	  	charles.ezell@nationalcity.com	  			  		
	Total Commitment:	  		  	$	2,500,000,000	  	100	%