SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
EXECUTION COPY
Exhibit 10.2
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is made as of the 14th
day of March, 2007, 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.
RECITALS:
The Borrower, the Administrative Agent and the Lenders have entered into that certain
Revolving Credit Agreement dated as of December 16, 2005 (the “Original Credit Agreement”) and the
Borrower, the Administrative Agent and certain of the Lenders have entered into that certain First
Amendment to Revolving Credit Agreement dated as of November 1, 2006 (the “First Amendment”; the
Original Credit Agreement, as amended by the First Amendment, hereinafter referred to as 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 in
certain respects.
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 party hereto,
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 “EBITDA” in Section 1.1 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:
“EBITDA” means, for Borrower and its Restricted
Subsidiaries for the
twelve (12) month period ending on any date of determination, an amount equal to (a)
consolidated net income for such period, plus (b) cash dividends from Unrestricted
Subsidiaries paid to Borrower during such period, minus (c) gains from extraordinary items
not received in cash for such period, to the extent included in the calculation of
consolidated net income for such period in accordance with GAAP, but without duplication,
plus (d) the sum of (i) any provision for income taxes for such period, (ii) Interest
Expense deducted in the calculation of consolidated net income for such period in accordance
with GAAP (including, without duplication, previously capitalized
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Interest Expense which would be included in “cost of goods sold” and deducted from
consolidated revenues in determining consolidated net income), (iii) the amount of
depreciation and amortization for such period, and (iv) extraordinary losses not paid in
cash, other non-cash items and asset valuation adjustments, including but not limited to
impairment charges on inventories and other long-lived assets and land option cost
write-offs, in each case to the extent included in the calculation of consolidated net
income for such period in accordance with GAAP, but without duplication. In the case of any
Subsidiary of Borrower that becomes a Restricted Subsidiary during any period of
calculation, EBITDA shall, for the purposes of the foregoing calculations, be adjusted by
increasing, if positive, or decreasing, if negative, EBITDA by the EBITDA of such Subsidiary
during such period of calculation occurring prior to the date such Subsidiary became a
Restricted Subsidiary.
2.2 Section 6.8(b) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:
(b) Borrower shall at all times (i) during the period from the Agreement Date
through
February 28, 2007 maintain a ratio of (A) EBITDA to (B) Interest Incurred of not less than
2.50 to 1.0 and (ii) during the period from and after March 1, 2007 maintain a ratio of (A)
EBITDA to (B) Interest Incurred of not less than 2.0 to 1.0.
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:
(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 an Incumbency Certificate of the Borrower reflecting the Authorized
Signatories;
(d) 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;
(e) 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;
(f) receipt by the Administrative Agent, in form and substance reasonably satisfactory to the
Administrative Agent, of resolutions of each Guarantor to execute this Amendment;
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(g) payment by the Borrower of all fees and expenses (including without limitation the fees
and expenses of counsel to the Administrative Agent) payable on the date of this Amendment to the
Lenders and the Administrative Agent; and
(h) 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 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. Counterparts. This Amendment may be executed in multiple counterparts,
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each of which shall be deemed to be an original and all of which, taken together, shall
constitute one and the same agreement.
SECTION 7. 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 8. Consent by Guarantors. The Guarantors consent to 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
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.
[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: Chief Financial Officer |
SIGNATURE PAGE TO SECOND 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 SECOND 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.-Xxxxxx, 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., 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, Inc.-Fresno, a Delaware corporation, by Xxxx X. Xxxxx in his capacity as
Chief Financial Officer
X.X. Xxxxxx, Inc.-Gulf Coast, 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., an 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
X.X. Xxxxxx LA North, Inc. (f/k/a 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
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 SECOND 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 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
THE ROYAL BANK OF SCOTLAND, PLC, as a Lender | ||||||
By: | /s/ Xxxxxxx XxXxxxx | |||||
Name: Xxxxxxx XxXxxxx | ||||||
Title: Senior Vice President |
SIGNATURE PAGE TO SECOND 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 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
CALYON NEW YORK BRANCH, as a Lender | ||||||
By: | /s/ Xxxxxx X. Xxxx | |||||
Name: Xxxxxx X. Xxxx | ||||||
Title: Managing Director / Regional Head | ||||||
By: | /s/ Xxxxx X. Xxxxx | |||||
Name: Xxxxx X. Xxxxx | ||||||
Title: Managing Director |
SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
CITICORP, N.A., as a Lender | ||||||
By: | /s/ Xxxxx XxXxxxx | |||||
Name: Xxxxx XxXxxxx | ||||||
Title: Vice President |
SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
JPMORGAN CHASE BANK, N.A., as a Lender | ||||||
By: | /s/ Xxxxxxx X. X’Xxxxx | |||||
Name: Xxxxxxx X. X’Xxxxx | ||||||
Title: Vice President |
SIGNATURE PAGE TO SECOND 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 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
BNP PARIBAS, as a Lender | ||||||
By: | /s/ Xxxx Xxxx | |||||
Name: Xxxx Xxxx | ||||||
Title: Managing Director | ||||||
By: | /s/ Xxxxxxxxx Xxxxx | |||||
Name: Xxxxxxxxx Xxxxx | ||||||
Title: Vice President |
SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
SUNTRUST BANK, as a Lender | ||||||
By: | /s/ W. Xxxx Xxxxxxx | |||||
Name: W. Xxxx Xxxxxxx | ||||||
Title: Senior Vice President |
SIGNATURE PAGE TO SECOND 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 SECOND 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 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
REGIONS BANK (successor by merger to AmSouth Bank), as a Lender | ||||||
By: | /s/ Xxxxxx XxXxxxxxx | |||||
Name: Xxxxxx XxXxxxxxx | ||||||
Title: Assistant Vice President |
SIGNATURE PAGE TO SECOND 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 SECOND 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 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
BARCLAYS BANK PLC, as a Lender | ||||||
By: | /s/ Xxxxxxxx Xxxx | |||||
Name: Xxxxxxxx Xxxx | ||||||
Title: Director |
SIGNATURE PAGE TO SECOND 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 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
LLOYDS TSB BANK PLC, as a Lender | ||||||
By: | /s/ Mario Del Duca | |||||
Name: Mario Del Duca | ||||||
Title: Associate Director Corporate Banking USA D029 | ||||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||||
Name: Xxxxxx X. Xxxxxxx | ||||||
Title: Director Corporate Banking USA R089 |
SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
NATIXIS (fka 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 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
GUARANTY BANK, as a Lender | ||||||
By: | /s/ Xxx Xxxxxx | |||||
Name: Xxx Xxxxxx | ||||||
Title: Vice President |
SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
EMIGRANT BANK, as a Lender | ||||||
By: | /s/ Xxxxx Xxxx | |||||
Name: Xxxxx Xxxx | ||||||
Title: Managing Director |
SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
PNC BANK, NATIONAL ASSOCIATION, as a Lender | ||||||
By: | /s/ Xxxxxxx X. Xxxx | |||||
Name: Xxxxxxx X. Xxxx | ||||||
Title: Senior Vice President |
SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Lender | ||||||
By: | /s/ Xxxxxx XxXxxxx | |||||
Name: Xxxxxx XxXxxxx | ||||||
Title: Authorised Signatory | ||||||
By: | /s/ Xxxxx Xxxx | |||||
Name: Xxxxx Xxxx | ||||||
Title: Authorised Signatory |
SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
CALIFORNIA BANK & TRUST, a California banking corporation, as a Lender | ||||||
By: | /s/ Xxxxx X. Xxxxxx | |||||
Name: Xxxxx X. Xxxxxx | ||||||
Title: Vice President |
SIGNATURE PAGE TO SECOND 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 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
FIFTH THIRD BANK, as a Lender | ||||||
By: | /s/ Xxxx Xxxxxxxxx | |||||
Name: Xxxx Xxxxxxxxx | ||||||
Title: Officer |
SIGNATURE PAGE TO SECOND 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 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
SOCIÉTÉ GÉNÉRALE, as a Lender | ||||||
By: | /s/ Xxxx X.X. Xxxxxxx, Xx. | |||||
Name: Xxxx X.X. Xxxxxxx, Xx. | ||||||
Title: Managing Director |
SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
UNION BANK OF CALIFORNIA N.A., as a Lender | ||||||
By: | /s/ Xxxxx Xxxxxx | |||||
Name: Xxxxx Xxxxxx | ||||||
Title: AVP |
SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
CHEVY CHASE BANK, F.S.B., as a Lender | ||||||
By: | /s/ Xxxxxxxxx X. Xxxxx | |||||
Name: Xxxxxxxxx X. Xxxxx | ||||||
Title: Group Vice President |
SIGNATURE PAGE TO SECOND 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 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
AMERICAN SAVINGS BANK FSB, as a Lender | ||||||
By: | /s/ Xxxxx Xxxxx | |||||
Name: Xxxxx Xxxxx | ||||||
Title: Vice President | ||||||
By: | /s/ Xxxxxxx Xxx | |||||
Name: Xxxxxxx Xxx | ||||||
Title: Vice President |
SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
BANK OF HAWAII, as a Lender | ||||||
By: | /s/ Brain X. Xxxxxx | |||||
Name: Brain X. Xxxxxx | ||||||
Title: Vice President |
SIGNATURE PAGE TO SECOND 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 SECOND 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 SECOND 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 SECOND 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 SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH, as a Lender | ||||||
By: | /s/ Nae-Xxx Lung | |||||
Name: Nae-Xxx Lung | ||||||
Title: SVP & General Manager |
SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
MALAYAN BANKING BERHAD, NEW YORK BRANCH, as a Lender | ||||||
By: | /s/ Fauzi Zulkifli | |||||
Name: Fauzi Zulkifli | ||||||
Title: General Manager |
SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
NATIONAL CITY BANK, as a Lender | ||||||
By: | /s/ Xxxx Xxxxxxxxx | |||||
Name: Xxxx Xxxxxxxxx | ||||||
Title: Senior Vice President |
SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender | ||||||
By: | /s/ Xxxxxx C.A. Xxxxxxxx, Jr. | |||||
Name: Xxxxxx C.A. Xxxxxxxx, Jr | ||||||
Title: SVP & Manager | ||||||
By: | /s/ Xxxxxxxx Xxxxxxx | |||||
Name: Xxxxxxxx Xxxxxxx | ||||||
Title: Vice President |
SIGNATURE PAGE TO SECOND 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.-Xxxxxx, 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., 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, Inc.-Fresno, a Delaware corporation
X.X. Xxxxxx, Inc.-Gulf Coast, 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
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.-Xxxxxx, 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., 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, Inc.-Fresno, a Delaware corporation
X.X. Xxxxxx, Inc.-Gulf Coast, 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., an 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
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., an 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
X.X. Xxxxxx LA North, Inc. (f/k/a DRH Regrem X, Inc.), a Delaware corporation
DRH Regrem XI, Inc. a Delaware corporation
DRH Regrem XII, LP, a Texas 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
X.X. Xxxxxx LA North, Inc. (f/k/a 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
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