Restatement of Original Credit Agreement. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto:

Restatement of Original Credit Agreement. This Agreement constitutes an amendment to, and a complete restatement of, the Original Credit Agreement.

Restatement of Original Credit Agreement. Effective as of the Effective Date, this Agreement amends and restates the Original Credit Agreement in its entirety. It is the intent of the parties hereto that this Agreement not constitute a novation, that this Agreement replace in its entirety the Original Credit Agreement, and that from and after the Effective Date the Original Credit Agreement be of no further force or effect. Upon and as of the Effective Date, all references in any Loan Document to the "Credit Agreement" shall mean and be a reference to this Agreement.

Restatement of Original Credit Agreement. The parties hereto agree that, after all conditions precedent set forth in Section 6.1 have been satisfied or waived: (a) the Obligations (as defined herein) represent, among other things, the amendment, extension, and modification of the "Obligations" (as defined in the Original Credit Agreement); (b) this Agreement is intended to, and does hereby, restate, consolidate, renew, extend, amend, modify, supersede, and replace the Original Credit Agreement in its entirety; (c) the Notes, if any, executed pursuant to this Agreement amend, renew, extend, modify, replace, substitute for, and supersede in their entirety (but do not extinguish, the Debt arising under) the promissory notes issued pursuant to the Original Credit Agreement, which existing promissory notes shall be returned to Administrative Agent promptly after the Closing Date, marked "cancelled and replaced," and, thereafter, delivered by Administrative Agent to Borrower; and (d) the entering into and performance of their respective obligations under this Agreement and the transactions evidenced hereby do not constitute a novation.

Restatement of Original Credit Agreement. This Agreement amends and restates the terms and conditions applicable to the revolving term credit facility provided by the Lenders to the Company under the Original Credit Agreement. The amendments contained in this Agreement shall be effective, subject to satisfaction of the conditions precedent contained in Section 6.01, as of the Effective Date. This Agreement governs the terms and conditions applicable to the Commitments and the Loans (including the Swingline Loans), Bankers' Acceptances and Letters of Credit provided hereunder to the Company. All amounts outstanding to the Lenders as of the Effective Date under the Original Credit Agreement by way of Eurodollar Loans, U.S. Base Rate Loans, Canadian Prime Loans, Bankers' Acceptances, and Letters of Credit (as each of such terms are defined in the Original Credit Agreement) shall, as of the date hereof, be deemed to be outstanding hereunder as borrowings by way of Eurodollar Loans, U.S. Base Rate Loans, Canadian Prime Loans, Bankers' Acceptances and Letters of Credit respectively, and shall thereafter be governed by the terms and conditions of this Agreement. All accrued interest and fees payable to the Lenders pursuant to the Original Credit Agreement which are outstanding as of the date hereof shall be paid to the Lenders in accordance with the terms of this Agreement and shall be deemed to be amounts owing hereunder.

Restatement of Original Credit Agreement. This Agreement shall amend and restate the Original Credit Agreement in its entirety from and after the Closing Date with respect to the Obligations (as defined under the Original Credit Agreement). The parties hereto acknowledge and agree, however, that (i) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations under the Original Credit Agreement and the other Loan Documents as in effect on the Closing Date prior to the effectiveness of this Agreement (collectively the "EXISTING OBLIGATIONS"), (ii) such Existing Obligations are in all respects continuing and outstanding (including without limitation all accrued interest on the Obligations (as defined under the Original Credit Agreement) to the Closing Date and all accrued fees under the Original Credit Agreement to the Closing Date, which accrued interest and fees shall be payable in accordance with the terms of this Agreement) with only the terms being modified from and after the Closing Date as provided in this Agreement and the other Loan Documents, (iii) the liens and security interests in favor of the Agent for the benefit of the Lenders securing payment of such Obligations (as defined under the Original Credit Agreement) are in all respects continuing and in full force and effect with respect to all Obligations hereunder and (iv) all references in the other Loan Documents to the Original Credit Agreement shall be deemed to refer without further amendment to this Agreement.

Restatement of Original Credit Agreement. The parties hereto agree that as of the Closing Date: (a) the Obligations hereunder represent the amendment, restatement, extension, and consolidation of the “Obligations” under the Original Credit Agreement; (b) this Agreement amends, restates, supersedes, and replaces the Original Credit Agreement in its entirety; and (c) any Guaranty executed pursuant to this Agreement amends, restates, supersedes, and replaces the “Guaranty” executed pursuant to the Original Credit Agreement. On the Closing Date, (i) the commitment of any “Lender” under the Original Credit Agreement that is not continuing as a Lender hereunder shall terminate and (ii) Administrative Agent shall reallocate the Commitments hereunder to reflect the terms hereof. Remainder of page intentionally left blank. Signature pages follow. Signature Page to Amended and Restated Credit Agreement By: BANK OF AMERICA, N.A., as Administrative Agent Name: NVR, INC. By: Title: Name: PNC BANK, NATIONAL ASSOCIATION, as a Lender By: Name: IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. Name: By: Title: Title: U.S. BANK NATIONAL ASSOCIATION, as a Lender By: Title: Name: BANK OF AMERICA, N.A., as L/C Issuer and a Lender Signature Page to Amended and Restated Credit Agreement Name: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender Title: Title: By: Signature Page to Amended and Restated Credit Agreement Name: By: Title: M&T BANK, as a Lender

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