**Exhibit 10.32**     **AMENDMENT NO. 1**, dated as of July 28, 2005 (this “Amendment No. 1”), to the CreditAgreement dated as of October 26, 2004 (as amended, supplemented, amended and restated or otherwisemodified from time to time) (the “Credit Agreement”) among Technical Olympic USA,Inc., a Delaware corporation (the “Borrower”), Citicorp North America, Inc.,as administrative agent (in such capacity, the “Administrative Agent”) and the RequisiteLenders listed on the signature pages hereto. Capitalized terms used and not otherwise definedherein shall have the meanings assigned to them in the Credit Agreement.     WHEREAS, Section 7.02(i) of the Credit Agreement limits the then cost value (defined as theaggregate cost plus all additions minus all returns thereon in cash) of any netcash Investments by the Borrower in, or loans or contributions to, all Unaffiliated Joint Venturesand Unaffiliated Unrestricted Subsidiaries, to 25% of the Adjusted Consolidated Tangible Net Worthof the Borrower and its Restricted Subsidiaries;     WHEREAS, pursuant to Section 10.1 of the Credit Agreement, the consent of the RequisiteLenders is required to effect this Amendment No. 1;     NOW, THEREFORE, in consideration of the premises and covenants contained herein and for othergood and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theparties hereto, intending to be legally bound hereby, agree as follows:     **Section 1.****Amendments****.**     (a) Section 1.1: Defined Terms.     Section 1.1 of the Credit Agreement is hereby amended by deleting the last sentence of thedefinition of “Indebtedness” in its entirety and replacing it with the following:     “Nothwithstanding the foregoing, “Indebtedness” shall not include (x) the face amount of anyundrawn Performance Letters of Credit or the amount of any obligations in respect of surety bondsor performance bonds, in each case to the extent unmatured, (y) Indebtedness Associated with AssetsNot Owned, or (z) obligations with respect to options to purchase real property that have not beenexercised.”     (b) Section 7.2: Investments.     Section 7.2 of the Credit Agreement is hereby amended by deleting clause (i) thereof in itsentirety and replacing it with the following:
 

 
     "(i) net cash Investments (including letters of credit) in, contributions and loans toUnaffiliated Joint Ventures and Unaffiliated Unrestricted Subsidiaries, the then cost value ofwhich shall not at any time exceed in the aggregate for all such Investments 35% of the AdjustedConsolidated Tangible Net Worth of the Borrower and its Restricted Subsidiaries (with cost valuedefined as the aggregate cost plus all additions minus all returns thereon incash); provided that on the date which is the eighteen month anniversary of the effectivedate of Amendment No. 1 to this Agreement, (x) the foregoing percentage shall be reduced to 30% and(y) after giving effect to clause (x), the Borrower shall be in compliance with this clause (i) onand as of such date;”     **Section 2.****Representations and Warranties****.**The Borrower represents and warrants tothe Lenders as of the date hereof that:     (a) The execution and delivery of this Amendment No. 1 by the Loan Parties has been dulyauthorized.     (b) Neither the execution or delivery by the Loan Parties of this Amendment No. 1, norcompliance by the Loan Parties with the terms and provisions hereof, (i) will contravene anyapplicable provision of any law, statute, rule or regulation, or any order, writ, injunction ordecree of any court or Governmental Authority, (ii) will conflict or be inconsistent with, orresult in any breach of, any of the terms, covenants, conditions or provisions of, or constitute adefault under, the terms of any indenture, mortgage, deed of trust, loan agreement, creditagreement or any other material agreement, contract or instrument to which it or any of itsSubsidiaries is a party or by it or any of its Subsidiaries’ property or assets is bound or towhich they or any of its Subsidiaries may be subject, or (iii) will violate any provision of itsrespective certificate of incorporation or bylaws or the certificate of incorporation or bylaws (orequivalent organizational or other charter documents) of any of its Subsidiaries.     (c) Before and after giving effect to this Amendment No. 1, the representations and warrantiesset forth in the Credit Agreement, are true and correct in all respects with the same effect as ifmade on the Effective Date, except to the extent such representations and warranties expresslyrelate to an earlier date.     (d) At the time of and after giving effect to this Amendment No. 1, no Default or Event ofDefault has occurred and is continuing.     **Section 3.****Conditions to Effectiveness****.**This Amendment No. 1 shall become effectiveon the date (the “Effective Date”) on which each of the following conditions is satisfied(or waived in accordance with Section 10.1 of the Credit Agreement):     (a) The Administrative Agent (or its counsel) shall have received from Lenders constitutingthe Requisite Lenders and each of the other parties hereto either (i) a counterpart of thisAmendment No. 1 signed on behalf of such party or (ii) written evidence
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satisfactory to the Administrative Agent (which may include telecopy transmission of a signedsignature page of this Amendment No. 1) that such party has signed a counterpart of this AmendmentNo. 1;     (b) All corporate and other proceedings taken or to be taken in connection with this AmendmentNo. 1 and all documents incidental thereto, whether or not referred to herein, shall besatisfactory in form and substance to the Requisite Lenders and their counsel.     **Section 4.****Expenses****.**The Borrower agrees to reimburse the Administrative Agent forits out-of-pocket expenses incurred by it in connection with this Amendment No. 1, including thereasonable fees, charges and disbursements of Cahill Gordon & Reindel llp, counsel for theAdministrative Agent.     **Section 5.****Counterparts****.**This Amendment No. 1 may be executed in any number ofcounterparts and by different parties hereto on separate counterparts, each of which when soexecuted and delivered shall be deemed to be an original, but all of which when taken togethershall constitute a single instrument. Delivery of an executed counterpart of a signature page ofthis Amendment No. 1 by facsimile transmission shall be effective as delivery of a manuallyexecuted counterpart hereof.     **Section 6.****Applicable Law****. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED ANDENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.**     **Section 7.****Headings****.**The headings of this Amendment No. 1 are for purposes ofreference only and shall not limit or otherwise affect the meaning hereof.
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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed asof the date first above written.      **TECHNICAL OLYMPIC USA, INC.,**