Fifth Modification Agreement



 Exhibit 10.1 
 FIFTH MODIFICATION AGREEMENT TO BORROWING BASE REVOLVING 
 LINE OF CREDIT AGREEMENT 
  

					
	DATE:	  	As of November 6, 2007	  	
			
	PARTIES:	  		  	
		  	Borrower:	  	 WILLIAM LYON HOMES, INC., a
 California corporation


			
		  	Guarantor:	  	 WILLIAM LYON HOMES, a Delaware
 corporation

			
		  	Bank:	  	 JPMORGAN CHASE BANK, N.A.
 (successor by merger to
Bank One, NA
 (Main Office Chicago, Illinois)), a national
 banking association


 JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago, Illinois)), a national
banking association (“Bank”), and WILLIAM LYON HOMES, INC., a California corporation (“Borrower”), hereby enter into this Fifth Modification Agreement to Borrowing Base Revolving Line of Credit Agreement (the
“Modification”) to the Borrowing Base Revolving Line of Credit Agreement dated as of June 28, 2004, as modified by a Modification Agreement, dated as of December 7, 2004, and as further modified by a Second Modification
Agreement to Borrowing Base Revolving Line of Credit Agreement, dated as of July 14, 2005, by a Third Modification Agreement to Borrowing Base Revolving Line of Credit Agreement, dated as of October 23, 2006, and by a Fourth Modification
Agreement to Borrowing Base Revolving Line of Credit Agreement, dated as of April 26, 2007 (the “Loan Agreement”), with the consent of guarantor WILLIAM LYON HOMES, a Delaware corporation (“Guarantor”).

 RECITALS 
 A. Bank has
extended to Borrower credit (“Loan”) up to the maximum principal amount of One Hundred Million Dollars ($100,000,000) pursuant to the Loan Agreement, as presently evidenced by that certain Amended and Restated Promissory Note dated
as of July 14, 2005 (the “Note”) executed by Borrower and payable to the order of Bank. 
 B. The Loan is secured by,
among other things, certain Construction Deeds of Trust and Fixture Filing (With Assignment of Rents and Security Agreement) executed by Borrower as Trustor for the benefit of Bank (such Deeds of Trust, as amended to dated, shall be hereinafter
referred to, individually, as a “Deed of Trust” and, collectively, as the “Deeds of Trust”). The Loan is further secured by the personal property described in certain UCC-1 Financing Statements relating to the
property encumbered by the Deeds of Trust naming Borrower as Debtor and Bank as Secured 








 
Party (as amended to date, the “UCC Financing Statements”). The Deeds of Trust, the UCC Financing Statements, and such other agreements,
documents and instruments securing the Loan are referred to individually and collectively as the “Security Documents”). 
 C. Repayment of the Loan has been, and continues to be, guaranteed by the Repayment Guaranty dated as of June 28, 2004 and executed by Guarantor in favor of Bank (the “Guaranty”). The Guaranty and any other agreements,
documents and instruments guarantying the Loan are referred to individually and collectively as the “Guaranty Documents”. 
 D. The Loan Agreement, the Note, the Security Documents, the Guaranty Documents, any environmental certification and indemnity agreement, and all other agreements, documents, and instruments evidencing, securing, or otherwise relating to
the Loan, as may be amended, modified, extended or restated from time to time, are sometimes referred to individually and collectively as the “Loan Documents”. Hereinafter, the Loan Documents shall mean such documents as modified in
this Modification. 
 E. The Borrower has requested that the Bank agree to extend the Revolving Credit Termination Date from June 28,
2008 to June 28, 2009, to extend the Maturity Date from June 28, 2009, to June 28, 2010, and to modify certain terms and conditions of the Loan Documents as hereinafter provided. Based on the representations of Borrower, Bank is
willing to so extend the Revolving Credit Termination Date and the Maturity Date and modify the Loan Documents, subject to the terms and conditions herein. 
 F. All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Loan Agreement. 
 AGREEMENT 
 For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and Bank agree as follows: 
  

	1.	ACCURACY OF RECITALS. 

 Borrower acknowledges the
accuracy of the Recitals. 
  

	2.	MODIFICATION OF LOAN DOCUMENTS. 

 2.1 The Revolving Credit
Termination Date is hereby extended from June 28, 2008 to June 28, 2009. In no event shall the Bank be required to make Advances of the Loan to Borrower and to issue Facility LCs for the account of Borrower after the Revolving Credit
Termination Date, as extended hereby. 
  

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 2.2 The Maturity Date is hereby extended from June 28, 2009 to June 28, 2010. All principal,
interest and Other Amounts shall be immediately due and payable on the Maturity Date, as extended hereby. 
 2.3 Subparagraphs (e)(iv),
(e)(v) and (e)(vi) of the definition of “Maximum Allowed Advance” set forth in the Loan Agreement are is deleted in their entirety and replaced with the following: 
 “(iv) For each SFR Spec Unit, the lesser of (A) 80% of the lesser of (1) the Appraised Value for that Unit or (2) the current base
price at which Borrower is marketing such Unit, and (B) 90% of the Unit Cost for that Unit; 
 (v) For each Spec Unit which constitutes
an MFR Unit, the lesser of (A) 70% of the lesser of (1) the Appraised Value for that Unit or (2) the current base price at which Borrower is marketing such Unit, and (B) 85% of the Unit Cost for that Unit; 
 (vi) For each Spec Unit which constitutes a High Density Unit, the lesser of (A) 70% of the lesser of (1) the Appraised Value for that Unit or
(2) the current base price at which Borrower is marketing such Unit, and (B) 70% of the Unit Cost for that Unit;” 
 2.4
Section 3.3(b)(i) of the Loan Agreement is deleted in its entirety and replaced with the following: 
 “(i) Limitation on
Attached A&D Lot Availability in Approved Subdivisions. The aggregate Lot Collateral Value of all Attached A&D Lots (other than Attached A&D Lots that have been reclassified as Units) in all Approved Subdivisions included as Eligible
Collateral in the Borrowing Base may not exceed an amount equal to thirty percent (30%) of the Commitment Amount (the “Attached A&D Lot Sub-Limit”).” 
 2.5 Notwithstanding any provision in the Loan Agreement or in any other Loan Document to the contrary, the Model Units in the Approved Subdivision
commonly known as “Tramonto,” which was approved as an Approved Subdivision pursuant to that certain Project Loan Addendum dated as of October 7, 2005, may be included in the Borrowing Base as Eligible Collateral for a term of
thirty-six (36) Calendar Months from the original Unit Eligibility Date for such Model Units. 
 2.6 Notwithstanding any provision in
the Loan Agreement or in any other Loan Document to the contrary, the A&D Lots and the Model Units in the Approved Subdivision commonly known as “Groves at Falling Leaf,” which was approved as an Approved Subdivision pursuant to that
certain Project Loan Addendum dated as of May 24, 2006, may be included in the Borrowing Base as Eligible Collateral for a term of thirty-six (36) Calendar Months from the original Unit Eligibility Date for such A&D Lots and Model
Units. 
  

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 2.7 The Mandatory Lot Commitment Reduction Schedule attached as Exhibit B to the Project Loan
Addendum dated as of May 24, 2006 for the Approved Subdivision commonly known as “Groves at Falling Leaf” is hereby amended and restated in it entirety by the Mandatory Lot Commitment Reduction Schedule attached hereto as Schedule
1. 
 2.8 Notwithstanding any provision in the Loan Agreement or in any other Loan Document to the contrary, the Model Units in the
Approved Subdivision commonly known as “Rancho Madrina,” which was approved as an Approved Subdivision pursuant to that certain Project Loan Addendum dated as of August 18, 2004, may be included in the Borrowing Base as Eligible
Collateral until June 19, 2008. 
 2.9 The Deeds of Trust are modified to secure payment and performance of the Loan as amended to date,
in addition to all other “Obligations” of Borrower as therein defined. The foregoing notwithstanding, certain obligations continue to be excluded from the Obligations, as provided in the Deeds of Trust. 
 2.10 Each of the Loan Documents is modified to provide that it shall be a default or an event of default thereunder if Borrower shall fail to comply with
any of the covenants of Borrower herein or if any representation or warranty by Borrower herein or by any guarantor in any related Consent and Agreement of Guarantor is materially incomplete, incorrect, or misleading as of the date hereof.

 2.11 Each reference in the Loan Documents to any of the Loan Documents shall be a reference to such document as modified herein.

  

	3.	RATIFICATION OF LOAN DOCUMENTS AND COLLATERAL. 

 The
Loan Documents are ratified and affirmed by Borrower and shall remain in full force and effect as modified herein. Any property or rights to or interests in property granted as security in the Loan Documents shall remain as security for the Loan and
the obligations of Borrower in the Loan Documents. 
  

	4.	CONDITIONS PRECEDENT. 

 Before this Agreement
becomes effective and any party becomes obligated under it, all of the following conditions shall have been satisfied at Borrower’s sole cost and expense in a manner acceptable to Bank in the exercise of Bank’s sole judgment: 

4.1 Bank shall have received fully executed and, where appropriate, acknowledged originals of this Modification, the attached consents signed by
Guarantor, and any other documents which Bank may require or request in accordance with this Agreement or the other Loan Documents. 
 4.2
Bank shall have received reimbursement, in immediately available funds, of all costs and expenses incurred by Bank in connection with this Agreement, including charges for title insurance (including endorsements), recording, filing and escrow
charges, fees for appraisal, architectural and engineering review, construction services 

  

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and environmental services, mortgage taxes, and legal fees and expenses of Bank’s counsel. Such costs and expenses may include the allocated costs for
services of Bank’s in-house staffs, such as legal, appraisal, construction services and environmental services. Borrower acknowledges that any extension and modification fees payable in connection with this transaction do not include the
amounts payable by Borrower under this subsection. 
  

	5.	ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR WAIVER. 

 The Loan Documents as modified herein contain the entire understanding and agreement of Borrower and Bank in respect of the Loan and supersede all prior representations, warranties, agreements, arrangements, and
understandings. No provision of the Loan Documents as modified herein may be changed, discharged, supplemented, terminated, or waived except in a writing signed by Bank and Borrower. 
  

	6.	BINDING EFFECT. 

 The Loan Documents as modified
herein shall be binding upon, and inure to the benefit of, Borrower and Bank and their respective successors and assigns. 
  

	7.	CHOICE OF LAW. 

 This Agreement shall be governed by
and construed in accordance with the laws of the State of California, without giving effect to conflicts of law principles. 
  

	8.	COUNTERPART EXECUTION. 

 This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Signature pages may be detached from the counterparts and attached to a single copy of this
Agreement to physically form one document. 
 [Signatures on following page] 
  

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 DATED as of the date first above stated. 
  

									
	BORROWER:	 		 	 WILLIAM LYON HOMES, INC.,
 a California
corporation

					
		 		 		 	By:	 	 
		 		 		 	Name: 	 	 
		 		 		 	Title: 	 	 
					
		 		 		 	By:	 	 
		 		 		 	Name: 	 	 
		 		 		 	Title: 	 	 
			
	BANK:	 		 	JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago, Illinois)), a national banking association
					
		 		 		 	By:	 	 
		 		 		 	Name: 	 	 
		 		 		 	Title: 	 	 

  

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 CONSENT AND AGREEMENT OF GUARANTOR 
 With respect to that certain Fifth Modification Agreement to the Borrowing Base Revolving Line of Credit Agreement (hereinafter, the
“Modification”) between WILLIAM LYON HOMES, INC., a California corporation (“Borrower”), and JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago, Illinois)), a national banking
association (“Bank”), to which this Consent is attached, the undersigned (“Guarantor”), hereby (i) ratifies and reaffirms all of its obligations to Bank under the Guaranty, (ii) consents to the execution
and delivery by Borrower of the attached Modification, and (iii) confirms that the Guaranty remains in full force and effect notwithstanding Borrower’s execution of the attached Modification. The undersigned agrees that the execution of
this Consent and Reaffirmation of Guarantor (the “Consent”) is not necessary for the continued validity and enforceability of the Guaranty, but it is executed to induce Bank to enter into the Modification Agreement. 
 This Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and
the same document. Signature pages may be detached from the counterparts and attached to a single copy of this Consent to physically form one document. Facsimile transmission of the signed original of this Consent or the retransmission of any signed
facsimile transmission will be deemed the same as delivery of an original. 
 IN WITNESS WHEREOF, Guarantor has executed this Agreement as of
the date set forth on the attached Fifth Modification Agreement. 
  

									
	“Guarantor”	 		 	 WILLIAM LYON HOMES,
 a Delaware corporation


					
		 		 		 	By:	 	 
		 		 		 	Name: 	 	 
		 		 		 	Title: 	 	 
					
		 		 		 	By:	 	 
		 		 		 	Name: 	 	 
		 		 		 	Title: 	 	 

  

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 SCHEDULE 1 
 Mandatory Lot Commitment Reduction Schedule 
 (Groves at Falling Leaf) 
  

															
	Total Lots	  	88	 		  		  		  		 	
	Total Lot Commitment / MAA per lot	  	$7,260,000	 	$82,500.00/Lot	  		  		  		 	
	Reductions Start At End Of Month >>	  	15	 	Final Quarterly Reduction At End Of Month >>	 	36
	Appraised Absorption /
 Required Qtrly Takedown (80% Appr.
Abs.)
	  	12	 	10.00	  	$825,000	  	(Par Quarterly
Reduction
Amount)	 	
	Appraised Bulk Value	  	$9,680,000	 	$110,000/Lot	  	Total Cost:	  	$10,404,680	 	$118,235/Lot
							
	 	  	 	  	 	 	 	  	 	  	 	  	 Maximum
 Advance Rates

	End Of
Month	  	 Development &
 Marketing
 Period
	  	% Of Par
Release Price	 	Reduction
Amount/Qtr	  	 Lot
 Sub-Commit.
	  	Maximum
Lots With
Availability	  	LTV	 	LTC
	15	  	Unit Construction & Closings Continue (10/31/07)	  	0%	 	$0	  	$7,260,000	  	88	  	75%	 	70%
	18	  	Unit Construction & Closings Continue (01/31/08)	  	125%	 	$1,031,250	  	$6,228,750	  	78	  	73%	 	68%
	21	  	Unit Construction & Closings Continue (04/30/08)	  	125%	 	$1,031,250	  	$5,197,500	  	68	  	69%	 	65%
	24	  	Unit Construction & Closings Continue (07/31/08)	  	125%	 	$1,031,250	  	$4,166,250	  	58	  	65%	 	61%
	27	  	Unit Construction & Closings Continue (10/31/08)	  	125%	 	$1,031,250	  	$3.135,000	  	48	  	59%	 	55%
	30	  	Unit Construction & Closings Continue (01/31/09)	  	125%	 	$1,031,250	  	$2,103,750	  	38	  	50%	 	47%
	33	  	Unit Construction & Closings Continue (04/30/09)	  	125%	 	$1,031,250	  	$1,072,500	  	28	  	35%	 	32%
	36	  	Project Close-Out (07/31/09)	  	130%	 	$1,072,500	  	$0	  	0	  	0%	 	0%

  

 SCHEDULE 1