FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

EXHIBIT 10.1

THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is made as of the 1st day of November, 2006, by and among X.X. XXXXXX, 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:

X.X. XXXXXX, INC., a Delaware corporation

By:		/s/Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Executive Vice President and Chief Financial Officer

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


GUARANTORS:

By:		/s/ Xxxx X. Xxxxx
		Xxxx X. Xxxxx, in the capacities described and on behalf of the entities set forth in Exhibit A

By:		/s/Xxxxxx X. Xxxxxx
		Xxxxxx X. Xxxxxx, 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. Xxxxxxx Xxxxxx Builders, Inc., a Virginia corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

CH Investments of Texas, Inc., a Delaware corporation, by Xxxxxx X. Xxxxxx in his capacity as Vice President, Secretary and Treasurer

CHI Construction Company, an Arizona corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

CHTEX of Texas, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Continental Homes, Inc., a Delaware corporation, by Xxxx X. Xxxxx 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 Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Continental Residential, Inc., a California corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx - Emerald, Ltd., a Texas limited partnership, by Xxxxxxx I, Ltd., its General Partner, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx, Inc. - Birmingham, an Alabama corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx, Inc. - Chicago, a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx, Inc. - Denver, a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx, Inc. - Xxxxx-Xxxxx, a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx, Inc. - Greensboro, a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx, Inc. - Jacksonville, a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx, Inc. - Louisville, a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx, Inc. - Minnesota, a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx, Inc. - New Jersey, a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx, Inc. - Portland, a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx, Inc. - Sacramento, a California corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx, Inc. - Torrey, a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx Los Angeles Holding Company, Inc., a California corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx Management Company, Ltd., a Texas limited partnership, by Xxxxxxx I, Ltd., its General Partner, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx Materials, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx Orange County, Inc. (f/k/a DRH Regrem IX, Inc.), a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx San Diego Holding Company, Inc., a California corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx - Texas, Ltd., a Texas limited partnership, by Xxxxxxx I, Ltd., its General Partner, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

DRH Cambridge Homes, Inc., a California corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

DRH Cambridge Homes, LLC, a Delaware limited liability company, by X.X. Xxxxxx, Inc. - Chicago, a managing member, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

DRH Construction, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx Materials, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X. X. Xxxxxx, Inc. - Fresno (f/k/a DRH Regrem IV, Inc.), a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx, Inc. - Gulf Coast (f/k/a DRH Regrem V, Inc.), a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

DRH Regrem VII, LP, a Texas limited partnership, by Xxxxxxx I, Ltd., its General Partner, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

DRH Regrem VIII, LLC, a Delaware limited liability company, by X.X. Xxxxxx, Inc. - Chicago, a managing member, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

DRH Southwest Construction, Inc., California corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

DRH Tucson Construction, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

DRHI, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

KDB Homes, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Xxxxxxx I, Ltd., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Xxxxxxx II, Ltd., a Delaware corporation, by Xxxxxx X. Xxxxxx in his capacity as Vice President, Secretary and Treasurer

Xxxxxxx VIII, Ltd., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Xxxxxxx IX, Inc., a New Jersey corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Xxxxxxx X, Inc., a New Jersey corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

SGS Communities at Grande Quay, LLC, a New Jersey limited liability company, by Xxxxxxx IX, Inc., a managing member, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

X.X. Xxxxxx-Xxxxxxx Homes, LLC, a Delaware limited liability company, by Vertical Construction Corporation, a manager, by Xxxx X. Xxxxx 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 Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Melody Homes, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Melmort Co., a Colorado corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Xxxxxxx Homes of Arizona LLC, a Delaware limited liability company, by SRHI LLC, a managing member, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Xxxxxxx Homes of California, Inc., a California corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Xxxxxxx Homes of Oregon, Inc., a Oregon corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Xxxxxxx Homes of Washington, Inc., a Washington corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Xxxxxxx Mortgage, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Xxxxxxx Realty Hawaii, Inc., a Hawaii corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

SHA Construction LLC, a Delaware limited liability company, by SRHI, LLC, a managing member, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

SHLR of California, Inc., a California corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

SHLR of Colorado, Inc., a Colorado corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

SHLR of Nevada, Inc., a Nevada corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

SHLR of Utah, Inc., a Utah corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

SHLR of Washington, Inc., a Washington corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

SRHI LLC, a Delaware limited liability company, by SHLR of Nevada, Inc., a managing member, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

SSHI LLC, a Delaware limited liability company, by SHLR of Washington, a managing member, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

The Club at Pradera, Inc., a Delaware corporation, by Xxxxxx X. Xxxxxx in his capacity as Vice President

Vertical Construction Corporation, a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Western Pacific Funding, Inc., a California corporation, by Xxxx X. Xxxxx 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 Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Western Pacific Housing Management, Inc., a California corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Western Pacific Housing, Inc., a Delaware corporation, by Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Western Pacific Housing-Xxxxxxxx, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Western Pacific Housing-Xxxxxx City, L.P., a California limited partnership, by Western Pacific Housing Management, Inc., its General Partner, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Western Pacific Housing-Del Xxxxx, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Western Pacific Housing-XxXxxxxxx Canyon, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx in his capacity as Chief Financial Officer

Western Pacific Housing-Xxxxxx Xxxxxxx, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its manager, by Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx 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 Xxxx X. Xxxxx in his capacity as Chief Financial Officer

WPH-Camino Xxxx, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

DRH Regrem X, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

DRH Regrem XI, Inc. a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

DRH Regrem XII, LP, a Texas limited partnership, by Xxxxxxx I, Ltd., its General Partner, by Xxxx X. Xxxxx in his capacity as Chief Financial Officer

ADDITIONAL GUARANTORS as of June 13, 2006

X.X. Xxxxxx, Inc. B Los Angeles, a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XIII, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XIV, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XV, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XVI, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XVII, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XVIII, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XIX, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XX, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XXI, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XXII, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XXIII, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XXIV, Inc., a Delaware corporation, by Xxxx X. Xxxxx in his capacity as Executive Vice President and Chief Financial Officer


WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent

By:		/s/ R. Xxxxx Xxxxxxxxxx
Name:		R. Xxxxx Xxxxxxxxxx
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. Xxxxx Xxxxxxxxxx
Name:		R. Xxxxx Xxxxxxxxxx
Title:		Senior Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


THE ROYAL BANK OF SCOTLAND, PLC, as a Lender

By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Managing Director

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


BANK OF AMERICA, N.A., as a Lender

By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


CALYON NEW YORK BRANCH, as a Lender

By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Managing Director

By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Managing Director

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


CITICORP, N.A., as a Lender

By:		/s/ Malay Xxxxx
Name:		Malay Xxxxx
Title:		Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


JPMORGAN CHASE BANK, N.A., as a Lender

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

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


UBS LOAN FINANCE LLC, as a Lender

By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Director

By:		/s/ Xxxx X. Xxxx
Name:		Xxxx X. Xxxx
Title:		Associate Director

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


BNP PARIBAS, as a Lender

By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Managing Director

By:		/s/ Xxxxxxxxx Xxxxx
Name:		Xxxxxxxxx Xxxxx
Title:		Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


SUNTRUST BANK, as a Lender

By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Senior Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:		/s/ Xxxx X. Xxxxxxxxxx
Name:		Xxxx X. Xxxxxxxxxx
Title:		Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


WASHINGTON MUTUAL BANK, as a Lender

By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


AMSOUTH BANK, as a Lender

By:		/s/ Xxxxxx XxXxxxxxx
Name:		Xxxxxx XxXxxxxxx
Title:		AVP

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


THE BANK OF NOVA SCOTIA, as a Lender

By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Managing Director

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


SCOTIABANC INC., as a Lender

By:		/s/ Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Managing Director

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


BARCLAYS BANK PLC, as a Lender

By:		/s/ Xxxxxx XxXxxxxx
Name:		Xxxxxx XxXxxxxx
Title:		Associate Director

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


COMERICA BANK, as a Lender

By:		/s/ Xxxxx X. Xxxxxxxxx
Name:		Xxxxx X. Xxxxxxxxx
Title:		Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


XXXXXX XXX, as a Lender

By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


LLOYDS TSB BANK PLC, as a Lender

By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
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/ Xxxxx-Xxxxx Dugeny
Name:		Xxxxx-Xxxxx 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/ Xxx Xxxxxxx
Name:		Xxx Xxxxxxx
Title:		Senior Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


EMIGRANT BANK, as a Lender

By:		/s/ Xxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxxxx
Title:		Managing Director

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


PNC BANK, NA, as a Lender

By:		/s/ Xxxxx Sim
Name:		Xxxxx 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/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Director

By:		/s/ Xxxxxx XxXxxxx
Name:		Xxxxxx XxXxxxx
Title:		Manager

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


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

By:		/s/ Xxxxxx X. Xxxxxx, Xx.
Name:		Xxxxxx X. Xxxxxx, Xx.
Title:		Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


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

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

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


FIFTH THIRD BANK, as a Lender

By:		/s/ Xxxxxxxxxxx X. Xxxxxx
Name:		Xxxxxxxxxxx X. Xxxxxx
Title:		Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


MIZUHO CORPORATE BANK, LTD., as a Lender

By:		/s/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
Title:		Deputy General Manager

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


SOCIÉTÉ GÉNÉRALE, as a Lender

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

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


CHEVY CHASE BANK, F.S.B., as a Lender

By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


COMPASS BANK, as a Lender

By:		/s/ Xxxxxxx Xxxx Xxxxx
Name:		Xxxxxxx Xxxx Xxxxx
Title:		Senior Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


AMERICAN SAVINGS BANK FSB, as a Lender

By:		/s/ Xxxxx X. Xxxxx
Name:		Xxxxx X. Xxxxx
Title:		Vice President

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

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


BANK OF HAWAII, as a Lender

By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


FIRST HAWAIIAN BANK, as a Lender

By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


THE NORTHERN TRUST COMPANY, as a Lender

By:		/s/ Xxxx Xxxxxxxx
Name:		Xxxx Xxxxxxxx
Title:		Second Vice President

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


XXXXX XXX COMMERCIAL BANK, LTD., NEW YORK BRANCH, as a Lender

By:		/s/ Xxx X. X. Xxxx
Name:		Xxx X. X. Xxxx
Title:		VP & General Manager

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT


LEGACY TEXAS BANK, as a Lender

By:		/s/ Xxxx Xxxxxxxxx
Name:		Xxxx Xxxxxxxxx
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-Xxx Lung
Name:		Nae-Xxx 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/ Xxxx X. Best
Name:		Xxxx X. 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/ Xxxxxxxx Xxxxxxx
Name:		Xxxxxxxx Xxxxxxx
Title:		Vice President

By:		/s/ Xxxxxx Xxxxx
Name:		Xxxxxx Xxxxx
Title:		Assistant Cashier

SIGNATURE PAGE TO FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

SCHEDULE 1

GUARANTORS

INITIAL GUARANTORS as of December 16, 2005

C. Xxxxxxx Xxxxxx 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

X.X. Xxxxxx - Emerald, Ltd., a Texas limited partnership

X.X. Xxxxxx, Inc. - Birmingham, an Alabama corporation

X.X. Xxxxxx, Inc. - Chicago, a Delaware corporation

X.X. Xxxxxx, Inc. - Denver, a Delaware corporation

X.X. Xxxxxx, Inc. - Xxxxx-Xxxxx, a Delaware corporation

X.X. Xxxxxx, Inc. - Greensboro, a Delaware corporation

X.X. Xxxxxx, Inc. - Jacksonville, a Delaware corporation

X.X. Xxxxxx, Inc. - Louisville, a Delaware corporation

X.X. Xxxxxx, Inc. - Minnesota, a Delaware corporation

X.X. Xxxxxx, Inc. - New Jersey, a Delaware corporation

X.X. Xxxxxx, Inc. - Portland, a Delaware corporation

X.X. Xxxxxx, Inc. - Sacramento, a California corporation

X.X. Xxxxxx, Inc. - Torrey, a Delaware corporation

X.X. Xxxxxx Los Angeles Holding Company, Inc., a California corporation

X.X. Xxxxxx Management Company, Ltd., a Texas limited partnership

X.X. Xxxxxx Materials, Inc., a Delaware corporation

X.X. Xxxxxx Orange County, Inc. (f/k/a DRH Regrem IX, Inc.), a Delaware corporation

X.X. Xxxxxx San Diego Holding Company, Inc., a California corporation

X.X. Xxxxxx - 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

X.X. Xxxxxx Materials, Inc., a Delaware corporation

X. X. Xxxxxx, Inc. - Fresno (f/k/a DRH Regrem IV, Inc.), a Delaware corporation

X.X. Xxxxxx, 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

Xxxxxxx I, Ltd., a Delaware corporation

Xxxxxxx II, Ltd., a Delaware corporation

Xxxxxxx VIII, Ltd., a Delaware corporation

Xxxxxxx IX, Inc., a New Jersey corporation

Xxxxxxx X, Inc., a New Jersey corporation

SGS Communities at Grande Quay, LLC, a New Jersey limited liability company

X.X. Xxxxxx-Xxxxxxx 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

Xxxxxxx Homes of Arizona LLC, a Delaware limited liability company

Xxxxxxx Homes of California, Inc., a California corporation

Xxxxxxx Homes of Oregon, Inc., a Oregon corporation

Xxxxxxx Homes of Washington, Inc., a Washington corporation

Xxxxxxx Mortgage, Inc., a Delaware corporation

Xxxxxxx 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-Xxxxxxxx, 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-Xxxxxx City, L.P., a California limited partnership

Western Pacific Housing-Del Xxxxx, 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-XxXxxxxxx 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-Xxxxxx Xxxxxxx, 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 Xxxx, 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

X.X. Xxxxxx, 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

X.X. Xxxxxx, Inc.	000 Xxxxxxxx Xxxxxx Xxxxx 000
	Xxxx Xxxxx, Xxxxx 00000
	Attn:	Xxxxxx X. Xxxxxx Xxxx X. Xxxxx
		Xxxxxx X. Xxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000 (Xx. Xxxxxx)
	Fax:	000-000-0000 (Xx. Xxxxx)
	Fax:	000-000-0000 (Xx. Xxxxx)
	E-mail:	xxxxxxx@xxxxxxxx.xxx
		xxxxxx@xxxxxxxx.xxx
		xxxxxx@xxxxxxxx.xxx

	With a copy to:

	000 Xxxxxxxx Xxxxxx
	Xxxxx 000
	Xxxx Xxxxx, Xxxxx 00000
	Attn:	Xxx X. Harbour, Esq.
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxxx@xxxxxxxx.xxx

ADMINISTRATIVE AGENT:		ADDRESS

Wachovia Bank, National Association	000 X. Xxxxx Xx, XX0000 Xxxxxxxxx, XX 00000 Attn: Xxxx Xxxxxx, Senior Vice President
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxx.xxxxxx@xxxxxxxx.xxx

		With a copy to:

		000 X. Xxxxx Xx, XX0000 Xxxxxxxxx, XX 00000
		Attn: R. Xxxxx Xxxxxxxxxx, Senior Vice President, REFS Risk Management
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxx.xxxxxxxxxx@xxxxxxxx.xxx


LETTER OF CREDIT ISSUER(S):	ADDRESS
Wachovia Bank, National Association	000 X. Xxxxx Xx, XX0000 Xxxxxxxxx, XX 00000
	Attn:	Xxxxxxxx Xxxxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxxx.xxxxxxxxx@xxxxxxxx.xxx

LENDERS:


LENDER	ADDRESS		COMMITMENT	COMMITMENT RATIO
Wachovia Bank, National Association	000 Xxxx Xxxxx Xxxxxx, XX0000 Xxxxxxx, XX 00000
	Attn:	Xxxx Xxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxx.xxxx@xxxxxxxx.xxx

The Royal Bank of Scotland PLC	000 Xxxx Xxxxxx, 00^xx xxxxx Xxx Xxxx, Xxx Xxxx 00000
	Attn:	Xxxxx Xxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxx.xxxx@xxxx.xxx

Bank of America, N.A.	000 X. XxXxxxx Xxxxxx, 00^xx xxxxx Xxxxxxx, XX 00000
	Attn:	Xxxxxxx Xxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx

UBS Loan Finance LLC	UBS AG, Stamford Branch 000 Xxxxxxxxxx Xxxxxxxxx
	Xxxxxxxx, XX 00000
	6-South
	Attn:	Xxxxxxx Xxxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxx.xxxxxxxx@xxx.xxx

Calyon New York Branch	0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx Xxxxxx, XX 00000
	Attn:	Xxxxxx Xxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxx.xxxxxx@xx.xxxxxx.xxx


Citicorp, N.A.	000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000
	Attn:	Xxxxx Xxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxx.xxxxx@xxxxxxxxx.xxx

JPMorgan Chase Bank, N.A.	000 Xxxxxx 0^xx Xxxxx Xxxxxxx XX, 00000
	Attn:	Xxxx Xxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	Xxxx.xxxxxx@xxxxx.xxx

BNP Paribas	000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000
	Attn:	Xxxxx Xxxxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxx.xxxxxxxxx@xxxxxxxx.xxxxxxxxxx.xxx

Barclays Bank PLC	000 Xxxx Xxxxxx, 0^xx Xxxxx Xxx Xxxx, XX 00000
	Attn:	Xxxxxxxx Xxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxxx.xxxx@xxxxxx.xxx

SunTrust Bank	0000 Xxxxx Xxxx., 0xx Xxxxx Xxxxxx, XX 00000
	Attn:	W. Xxxx Xxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxx.xxxxxxx@xxxxxxxx.xxx

Societe Generale	000 Xxxx Xxxxxxx Xx. Xxxxxxx, XX 00000
	Attn:	Xxxxxxx Xxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxx.xxxxxx@xxxxx.xxx

The Bank of Nova Scotia	000 Xxxxxxxxx Xx. X.X., Xxxxx 0000 Xxxxxxx, XX 00000
	Attn:	Xxxx Xxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxx_xxxxxxx@xxxxxxxxxxxxx.xxx

U.S. Bank National Association	00000 Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000
	Attn:	Xxxx X. Xxxxxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	Xxxx.xxxxxxxxxx@xxxxxx.xxx


Washington Mutual Bank	0000 X. Xxxx Xxxxxxxxx Xxx. Xxxxxx, XX 00000
	Attn:	Xxxx Xxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxx.xxxxxxx@xxxx.xxx

Lloyd’s TSB Bank, PLC	0000 Xxxxxx xx Xxxxxxxx, 00xx xxxxx Xxx Xxxx, XX 000000
	Attn:	Xxxxxxx Xxxxxx, Director, Global Corporate
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxx@xxxxxxxx-xxx.xxx

AmSouth Bank	0000 0xx Xxxxxx X., XXX 00 Xxxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail: xxxxxxxxx@xxxxxxx.xxx

Scotiabanc, Inc.	000 Xxxxxxxxx Xxxxxx XX, Xxxxx 0000 Xxxxxxx, XX 00000
	Attn:	Xxxxx Xxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxx_xxxxx@xxxxxxxxxxxxx.xxx

Comerica Bank	000 Xxxxxxxx Xxxxxx 7^th Floor; MC: 3256
		Xxxxxxx, XX 00000
	Attn:	Xxxxx X. Xxxxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxxxxxx@xxxxxxxx.xxx

Xxxxxx Mae	International Plaza II 00000 Xxxxxx Xxxxxxx Xxxxxx, XX 00000
	Attn:	Xxxxxx Xxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxx_x_xxxxxx@xxxxxxxxx.xxx

Natexis Banques Populaires	0000 Xxxxxx xx Xxxxxxxx, 00^xx xxxxx Xxx Xxxx, XX 00000
	Attn:	Xxxxx-Xxxxx Dungeny
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail: xxxxx-xxxxx.xxxxxx@xxx.xxxx.xxx

Guaranty Bank	0000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000
	Attn:	Xxxxxx Xxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail: xxxxxx.xxxxxxx@xxxxxxxxxxxxx.xxx


Commerzbank AG, New York and Grand Cayman Branches	0000 Xxxxxxxxx Xx. XX, Xxxxx 0000 Xxxxxxx, XX 00000
	Attn:	Xxxxxxxx (“Niv”) Xxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxxx@xxxxx.xxx

Emigrant Savings Bank a division of	000 Xxxxxxxxxxx Xxxx., Xxxxx 000 Xx Xxxxxxx, XX 00000
New York Bank &	Attn:	Xxxxx X. Xxxxxxxx
Trust	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxxxx@xxxxxxxx.xxx

PNC Bank, NA	Xxx Xxxxx Xxxxxx, 00^xx Xxxxx Xxxx Xxxxxxxxx, XX 00000
	Attn:	Xxxxxxx Xxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxx.xxxx@xxx.xxx

The Governor and Company of the Bank of Ireland	Bank of Ireland Corporate X0, Xxxx Xxxxxx Xxxx Xxxxxx Xx. Xxxxxx 0, Xxxxxxx
	Attn:	Xxxxxx Xxxxx
	Tel:	x000 0 000 0000
	Fax:	x000 0 000 0000
	E-mail:	xxxxxxxxxxx@xxxxxxx.xxx

Fifth Third Bank	00 Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000
	Attn:	Xxxx Xxxxxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxx.xxxxxxxxxx@00.xxx

California Bank & Trust, a California banking corporation	0000 X. Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000
	Attn:	Xxxxxx Xxxxxx, Vice President
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxx0@xxxxx.xxx

City National Bank, a national banking association	0000 X. Xxxx Xx. #000 Xxxxxx Xxxxx, XX 00000
	Attn:	Xxxxxx Xxxxxxx Xxxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxx.xxxxxxxxxxxxxxx@xxx.xxx


Mizuho Corporate Bank, Ltd.	1251 Avenue of the Americas New York, N.Y. 10020-1104
	Attn:	Xxxxx Xxxxxxx - VP
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxx.xxxxxxx@xxxxxxxxxx.xxx

Union Bank of California	000 X. Xxxxx, #0000 Xxxxxx, XX 00000
	Attn:	Xxxxx X. Xxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxx.xxxxxxx@xxxx.xx

Chevy Chase Bank, F.S.B.	0000 Xxxxxxxxx Xxxxxx, 00^xx Xxxxx Xxxxxxxx, XX 00000
	Attn:	Xxxxxxx X. Xxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxx@xxxxxxxxxxxxxx.xxx

Compass Bank	00 Xxxxx 00xx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000
	Attn:	Xxxxxxx Xxxx Xxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	Xx.xxxxx@xxxxxxxxxxx.xxx

The Northern Trust Company	00 X. XxXxxxx Xxxxxx Xxxxxxx, XX 00000
	Attn:	Xxxx Xxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	XXX0@XXXX.XXX

American Savings Bank FSB	XX Xxx 0000 Xxxxxxxx, XX 00000-0000
	Attn:	Xxxxx Xxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxx@xxxxxxxxx.xxx

Bank of Hawaii	000 Xxxxxxxx Xxxxxx, 00xx Floor X.X. Xxx 0000
	Xxxxxxxx, XX 00000 (96846)
	Attn:	Xxxx Xxxxxxxx, Vice President
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxxx@xxx.xxx

First Commercial Bank New York Agency	000 0^xx Xxxxxx 00^xx Xxxxx Xxx Xxxx, XX 00000
	Attn:	Xxxxxxx Ma
	Tel:	212-599-6868 ext. 216
	Fax:	000-000-0000
	E-mail:	xxxxxxx@xxx.xxx


First Hawaiian Bank	000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000
	Attn:	Xxxxxxx X. Xxxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxxxx@xxxx.xxx

Legacy Texas Bank	0000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxx, XX 00000
	Attn:	Xxxx Xxxxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxxxxx@xxxxxxxxxxx.xxx

Xxxxx Xxx Commercial Bank,	000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000
Ltd. New York	Attn:	Xxxxxx Xxxx
Branch	Tel:	212-651-9770 ext. 28
	Fax:	000-000-0000
	E-mail:	x.xxxxxxxx@xxxxxxxxx.xxx

Mega International Commercial Bank Co., Ltd. New York Branch (f/k/a The International Commercial Bank of China, (NY Agency))	00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000
	Attn:	Xxxxx Xxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxxx@xxxxxxx.xxx

Malayan Banking Berhad, New York	000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000
Branch	Attn:	Nor Xxxxx Xxxxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxxx@xxxxxxxxxx.xxx

National City Bank	000 Xxxxx 0^xx Xxxxxx, 0^xx Xxxxx Xxxxxxxxxx, XX 00000
	Attn:	Xxxxxxx Xxxxx
	Tel:	000-000-0000
	Fax:	000-000-0000
	E-mail:	xxxxxxx.xxxxx@xxxxxxxxxxxx.xxx
Total Commitment:			$	2,500,000,000	100	%

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FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

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