0001193125-04-040423 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Dated as of February 6, 2004 By and Among WILLIAM LYON HOMES, INC., the GUARANTORS named herein and UBS SECURITIES LLC as Initial Purchaser 7 1/2% Senior Notes due 2014
Registration Rights Agreement • March 12th, 2004 • William Lyon Homes • Operative builders • New York

This Registration Rights Agreement (this “Agreement”) is dated as of February 6, 2004, by and among William Lyon Homes, Inc., a California corporation (the “Company”) and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the “Issuers”), on the one hand, and UBS SECURITIES LLC (the “Initial Purchaser”), on the other hand.

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WILLIAM LYON HOMES, INC. $250,000,000 10 3/4% Senior Notes due 2013 UNDERWRITING AGREEMENT
Underwriting Agreement • March 12th, 2004 • William Lyon Homes • Operative builders • New York

William Lyon Homes, Inc., a California corporation (the “Company”), and each of the Guarantors (as defined herein) (together with the Company, the “Issuers”) agree with you as follows:

WILLIAM LYON HOMES, INC. $150,000,000 7 1/2% Senior Notes due 2014 PURCHASE AGREEMENT
Purchase Agreement • March 12th, 2004 • William Lyon Homes • Operative builders • New York
WILLIAM LYON HOMES, INC., THE GUARANTORS named herein and U.S. BANK NATIONAL ASSOCIATION, as Trustee
Indenture • March 12th, 2004 • William Lyon Homes • Operative builders • New York

INDENTURE, dated as of February 6, 2004, among WILLIAM LYON HOMES, INC., a California corporation, as issuer (the “Issuer”), the Guarantors (as hereinafter defined) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”).

THIRD AGREEMENT TO MODIFY LOAN AGREEMENT
Third Agreement to Modify Loan Agreement • March 12th, 2004 • William Lyon Homes • Operative builders • California

THIS THIRD AGREEMENT TO MODIFY LOAN AGREEMENT (“Agreement”), dated as of January 26, 2004, by and between WILLIAM LYON HOMES, INC., a California corporation (“Borrower”), and CALIFORNIA BANK & TRUST, a California banking corporation (“Lender”), with reference to the following facts:

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • March 12th, 2004 • William Lyon Homes • Operative builders • Texas

This Amendment No. 1 to Credit Agreement (this ”Amendment”) is entered into as of the 27th day of January, 2004, by and among DUXFORD FINANCIAL, INC., a California corporation (“Duxford”), and BAYPORT MORTGAGE, L.P., a California limited partnership (“Bayport”), on the one had, and GUARANTY BANK (“Lender”) with reference to the following facts:

AGREEMENT FOR SIXTH MODIFICATION OF DEEDS OF TRUST AND OTHER LOAN INSTRUMENTS
William Lyon Homes • March 12th, 2004 • Operative builders • New York

This Agreement for Sixth Modification of Deeds of Trust and Other Loan Instruments (this “Sixth Modification”) is made as of November 14, 2003 by and between WILLIAM LYON HOMES, INC., a California corporation (“Borrower”) and GUARANTY BANK, a federal savings bank organized and existing under the laws of the United States (formerly known as “Guaranty Federal Bank, F.S.B.”) (“Lender”), with reference to the following facts:

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