0001193125-08-053021 Sample Contracts

AMENDED AND RESTATED MASTER LOAN AGREEMENT
Master Loan Agreement • March 11th, 2008 • William Lyon Homes • Operative builders • California

This Amended and Restated Master Loan Agreement (this “Loan Agreement”) dated as of January 28, 2008, is made by and between WILLIAM LYON HOMES, INC., a California corporation (“Borrower”), whose address is 4490 Von Karman Avenue, Newport Beach, CA 92660, and GUARANTY BANK, a federal savings bank organized and existing under the laws of the United States (“Lender”), whose address is 8333 Douglas Avenue, Dallas, Texas 75225, in connection with a revolving loan (hereinafter called the “Loan”), from Lender to Borrower, for the acquisition and development of lots (the “Lots Being Actively Developed”), and/or refinancing of residential lots (the “Finished Lots”), and the construction of single-family residences thereon (the “Residences”) (the Lots Being Actively Developed and Finished Lots may be collectively referred to as “Lots,” and with the Residences and all related improvements (“Improvements”) thereto, are sometimes collectively referred to hereinafter as the “Real Property” or the “

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SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 11th, 2008 • William Lyon Homes • Operative builders

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) dated as of January 23, 2008, but effective as of January 1, 2008, is entered into by and between WILLIAM LYON HOMES, INC., a California corporation (the “Borrower”) and RFC CONSTRUCTION FUNDING, LLC, a Delaware limited liability company, formerly known as RFC Construction Funding Corp. (the “Lender”).

THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT
Revolving Line of Credit Loan Agreement • March 11th, 2008 • William Lyon Homes • Operative builders • California

THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT (“Agreement”), dated as of December 28, 2007, 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:

THIRD AMENDMENT TO BORROWING BASE REVOLVING LINE OF CREDIT AGREEMENT
Borrowing Base Revolving Line of Credit Agreement • March 11th, 2008 • William Lyon Homes • Operative builders • California

This Third Amendment to Borrowing Base Revolving Line of Credit Agreement (“Amendment”) is entered into to as of January 23, 2008 between WILLIAM LYON HOMES, INC., a California corporation (“Borrower”) and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Lender”), formerly referenced as Agent for Wachovia Financial Services, Inc., a North Carolina corporation, which Amendment is consented to by Guarantor WILLIAM LYON HOMES, a Delaware corporation (“Guarantor”).

FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT
Revolving Line of Credit Loan Agreement • March 11th, 2008 • William Lyon Homes • Operative builders • California

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AGREEMENT (“Agreement”), dated as of January 17, 2008, 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:

SIXTH MODIFICATION AGREEMENT TO BORROWING BASE REVOLVING LINE OF CREDIT AGREEMENT
Borrowing Base Revolving Line of Credit Agreement • March 11th, 2008 • William Lyon Homes • Operative builders • California

JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago, Illinois)), a national banking association (“Bank”), and WILLIAM LYON HOMES, INC., a California corporation (“Borrower”), hereby enter into this Sixth Modification Agreement (the “Modification”) to the Borrowing Base Revolving Line of Credit Agreement dated as of June 28, 2004, as modified by a Modification Agreement, dated as of December 7, 2004, by a Second Modification to Borrowing Base Revolving Line of Credit Agreement, dated as of July 14, 2005, by a Third Modification to Borrowing Base Revolving Line of Credit Agreement, dated as of October 23, 2006, by a Fourth Modification to Borrowing Base Revolving Line of Credit Agreement, dated as of April 26, 2007, and by a Fifth Modification to Borrowing Base Revolving Line of Credit Agreement, dated as of November 6, 2007 (the “Loan Agreement”), with the consent of guarantor WILLIAM LYON HOMES, a Delaware corporation (“Guarantor”).

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • March 11th, 2008 • William Lyon Homes • Operative builders

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) dated as of February 25, 2008, but effective as of December 31, 2007, is entered into by and between EAST GARRISON PARTNERS I, LLC, a California limited liability company (“Borrower”), and RFC CONSTRUCTION FUNDING, LLC, a Delaware limited liability company (“Lender”), as successor in interest to and assignee of RESIDENTIAL FUNDING COMPANY, LLC, a Delaware limited liability company (“RFC”).

AMENDMENT AGREEMENT
Amendment Agreement • March 11th, 2008 • William Lyon Homes • Operative builders • California

This Amendment Agreement (this “Amendment Agreement”) is entered into as of February 28, 2008, by and between WILLIAM LYON HOMES, INC., a California corporation (“Borrower”), and COMERICA BANK (“Lender”). This Amendment Agreement is made with reference to the following facts:

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