SECOND LIMITED WAIVER

EXHIBIT 10.2

SECOND LIMITED WAIVER

          SECOND LIMITED WAIVER (this “Limited Waiver”) dated effective as of June 30, 2008 executed by Beazer Homes USA, Inc., a Delaware corporation (the “Borrower”), the lenders party hereto (the “Lenders”), and Wachovia Bank, National Association, as agent (the “Agent”).

          The parties hereto are party to that certain Credit Agreement dated as of July 25, 2007 (as amended by that certain Waiver and First Amendment (the “First Amendment”) dated as of October 10, 2007, by that certain Second Amendment dated as of October 26, 2007 and by that certain Limited Waiver dated May 13, 2008 (the “May Waiver”) and as further amended, supplemented, or modified from time to time, the “Credit Agreement”; terms defined in the Credit Agreement are used herein as defined therein). Article VII of the Credit Agreement requires the Borrower to comply with certain financial covenants. The Borrower has asked the Agent and Lenders to waive noncompliance with Section 7.01 [Minimum Consolidated Tangible Net Worth] and Section 7.02 [Leverage Ratio] of the Credit Agreement for the Waiver Period (as defined below) in accordance with the terms set forth in this Limited Waiver.

          Section 1. Limited Waiver. Subject to the terms and conditions set forth herein, but with effect on and after the date hereof, the Lenders hereby waive compliance with Sections 7.01 and 7.02 of the Credit Agreement, at all times for the period from and including June 30, 2008 through and excluding the earlier of (i) the date of the occurrence of any other Default and (ii) August 15, 2008 (such period being the “Waiver Period”); provided that (x) at no time during the Waiver Period shall Consolidated Tangible Net Worth of the Borrower be less than $700,000,000, and (y) at no time during the Waiver Period shall the Leverage Ratio of the Borrower exceed 2.50 to 1.00. Failure to satisfy any of the terms in the foregoing proviso shall terminate the Limited Waiver set forth in this Section 1, end the Waiver Period, and constitute an Event of Default under Section 8.01 of the Credit Agreement.

          Section 2. Applicable Eurodollar Margin. Notwithstanding anything to the contrary in the Credit Agreement, during the Waiver Period, the Applicable Eurodollar Margin shall be 3.50%. This Section 2 is not meant to extend the Limited Waiver set forth in Section 1.

          Section 3. Conditions Precedent. The waivers set forth in Section 1 hereof shall become effective, as of the date hereof, upon (a) the execution and delivery of this Limited Waiver by the Borrower, the Agent and the Required Lenders, and (b) the execution and delivery of the Acknowledgement and Consent in the form set forth in Exhibit A hereto from each Guarantor, all of which signature pages shall be sent to (including by way of facsimile or electronic mail) Jolie Xxxxxxxxx, of Xxxxxx Xxxxxxx Xxxxxxxxx & Xxxx, PLLC, 000 X. Xxxxxxx Xx., Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, facsimile 000-000-0000, email xxxxxxxxxx@xxxx.xxx, prior to 5:00 p.m., New York time, on Friday, June 27, 2008.

          Section 4. Representations. The Borrower hereby represents and warrants to the Agent and the Lenders that (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof (after giving effect to this Limited Waiver) as if made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date in

Second Limited Waiver

which case such representations and warranties were true and correct in all material respects as of such earlier date); provided that the representations and warranties contained in Section 4.04 (Financial Statements), Section 4.06 (Other Agreements), Section 4.07 (Litigation), Section 4.14 (Law; Environment) and Section 4.17 (Accuracy of Information) shall be deemed to be made as set forth in the Credit Agreement except that such representations and warranties shall be deemed to be made with an exception for the matters identified in the Audit Committee Report (as supplemented by the disclosures referenced in Section 3 of the May Waiver) giving rise to the Restatement, and (b) after giving effect to this Limited Waiver, no Default has occurred and is continuing.

          Section 5. Waiver of Claims. The Borrower acknowledges that the Agent and Lenders have acted in good faith and have conducted themselves in a commercially reasonable manner in their relationships with the Borrower and the Guarantors in connection with this Limited Waiver and in connection with the Credit Agreement and the other Loan Documents, the Borrower hereby waiving and releasing any claims to the contrary. The Borrower, on its own behalf and on behalf of each of its Affiliates, releases and discharges the Agent and Lenders, all Affiliates of the Agent and Lenders, all officers, directors, employees, attorneys and agents of the Agent and Lenders or any of their Affiliates, and all of their predecessors in interest, from any and all claims, defenses and causes of action, whether known or unknown, and whether now existing or hereafter arising, including without limitation, any usury claims, that have at any time been owned, or that are hereafter owned, in tort or in contract by the Borrower or any Affiliate of the Borrower and that arise out of any one or more circumstances or events that occurred prior to the date of this Limited Waiver.

          Section 6. Miscellaneous. Except as herein provided, the Loan Documents shall remain unchanged and in full force and effect. The waiver set forth in Section 1 hereof is not meant to be a waiver of any other term or provision in Article VII of the Credit Agreement or any other term or provision of the Credit Agreement. The Agent and the Lenders expressly reserve all of their rights and remedies with respect to any other present or future Default arising under the Credit Agreement (whether or not related to the matters addressed in this Limited Waiver). This Limited Waiver may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Limited Waiver by signing any such counterpart. This Limited Waiver shall be construed in accordance with and governed by the law of the State of North Carolina, without regard to the conflict of laws principles thereof.

Second Limited Waiver

     IN WITNESS WHEREOF, the parties hereto have caused this Limited Waiver to be duly executed and delivered as of the day and year first above written.

	BEAZER HOMES USA, INC., as Borrower
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Senior Vice President, CAO and Controller

	WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent and as a Lender
	By:	/s/ R. Xxxxx Xxxxxxxxxx
		Name:	R. Xxxxx Xxxxxxxxxx
		Title:	Director

	CITIBANK, N.A., as a Lender
	By:	/s/ Xxxxx XxXxxxx
		Name:	Xxxxx XxXxxxx
		Title:	Vice President

	BNP PARIBAS, as a Lender
	By:	/s/ Xxxxx Xxx
		Name:	Xxxxx Xxx
		Title:	Managing Director

	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Vice President

	THE ROYAL BANK OF SCOTLAND, as a Lender
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Managing Director

	GUARANTY BANK, as a Lender
	By:	/s/ Xxx Xxxxxx
		Name:	Xxx Xxxxxx
		Title:	Vice President

Second Limited Waiver

	REGIONS FINANCIAL CORPORATION, as a Lender
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Sr. Vice President

	JPMORGAN CHASE BANK, N.A., as a Lender
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Executive Director

	CITY NATIONAL BANK, a national banking association, as a Lender
	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	SVP

	PNC BANK, N.A., as a Lender
	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Senior Vice President

	UBS LOAN FINANCE, LLC, as a Lender
	By:	/s/ Xxx X. Xxxx
		Name:	Xxx X. Xxxx
		Title:	Associate Director, Banking Product Services U.S.

	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Associate Director, Banking Product Services U.S.

COMERICA BANK, as a Lender
 

By:  

Name:  

Title:  

Second Limited Waiver

EXHIBIT A

ACKNOWLEDGMENT AND CONSENT

          Reference is made to the Second Limited Waiver, dated effective as of June 30, 2008 (the “Limited Waiver”), to and under the Credit Agreement, dated as of July 25, 2007 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”), among Beazer Homes USA, Inc., a Delaware corporation (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”) and Wachovia Bank, National Association, as agent (in such capacity, the “Agent”). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined.

          Each of the undersigned parties to the Guaranty hereby (a) consents to the transactions contemplated by the Limited Waiver and (b) acknowledges and agrees that the guarantees and grants of security interests made by such party contained in the Guaranty are, and shall remain, in full force and effect after giving effect to the Limited Waiver.

GUARANTORS:	APRIL CORPORATION BEAZER ALLIED COMPANIES HOLDINGS, INC. BEAZER GENERAL SERVICES, INC. BEAZER HOMES CORP. BEAZER HOMES HOLDINGS CORP. BEAZER HOMES INDIANA HOLDINGS CORP. BEAZER HOMES SALES, INC. BEAZER HOMES TEXAS HOLDINGS, INC. BEAZER MORTGAGE CORPORATION BEAZER REALTY, INC. BEAZER REALTY CORP. BEAZER REALTY LOS ANGELES, INC. BEAZER REALTY SACRAMENTO, INC. BEAZER/XXXXXXX REALTY, INC. HOMEBUILDERS TITLE SERVICES, INC. HOMEBUILDERS TITLE SERVICES OF VIRGINIA, INC.
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Senior Vice President

Second Limited Waiver

	XXXXX XXXX VENTURES, LLC BEAZER CLARKSBURG, LLC BEAZER COMMERCIAL HOLDINGS, LLC BEAZER HOMES INVESTMENTS, LLC BEAZER HOMES MICHIGAN, LLC DOVE BARRINGTON DEVELOPMENT LLC By:   BEAZER HOMES CORP., its Managing Member
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Senior Vice President
	BEAZER SPE, LLC By:   BEAZER HOMES HOLDINGS CORP.,          its Member
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Senior Vice President
	BEAZER HOMES INDIANA, LLP BEAZER REALTY SERVICES, LLC PARAGON TITLE, LLC TRINITY HOMES, LLC By:   BEAZER HOMES INVESTMENTS, LLC,          its Managing Member or Managing Partner By:   BEAZER HOMES CORP.,          its Managing Member
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Senior Vice President

Second Limited Waiver

	BEAZER HOMES TEXAS, L.P. TEXAS LONE STAR TITLE, L.P. By:   BEAZER HOMES TEXAS HOLDINGS, INC.,          its Managing Partner
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Senior Vice President
	BH BUILDING PRODUCTS, LP By:   BH PROCUREMENT SERVICES, LLC,          its General Partner By:   BEAZER HOMES TEXAS, L.P.,          its Managing Member By:   BEAZER HOMES TEXAS HOLDINGS, INC.,          its General Partner
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Senior Vice President
	BH PROCUREMENT SERVICES, LLC By:   BEAZER HOMES TEXAS, L.P.,          its Managing Member By:   BEAZER HOMES TEXAS HOLDINGS, INC.,           its General Partner
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Senior Vice President

Second Limited Waiver