FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

Exhibit 10.1

FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is made as of the 26^th day of June, 2008, by and among D.R. HORTON, 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 “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”), that certain Second Amendment to Revolving Credit Agreement dated as of March 14, 2007 (the “Second Amendment”), that certain Third Amendment to Revolving Credit Agreement dated as of July 6, 2007 (the “Third Amendment”), and that certain Fourth Amendment to Revolving Credit Agreement dated as of January 4, 2008 (the “Fourth Amendment”; the Original Credit Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment, and the Fourth Amendment, is 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, 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.

(a) The first table in the definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

								Eurodollar
						Senior		Rate or												Unused
Pricing		Leverage				Unsecured		LIBOR				Base				Letters of				Commitment
Level		Ratio				Debt Rating		Rate				Rate				Credit				Fee
1		Less than or equal				BBB/Baa2			1.05	%			0.00	%			0.925	%			0.15	%
		to 0.30 to 1
2		Greater than 0.30				BBB-/Baa3			1.25	%			0.00	%			1.125	%			0.15	%
		to 1 but less than
		or equal to 0.40 to 1
3		Greater than 0.40				BB+/Ba1			1.45	%			0.00	%			1.325	%			0.20	%
		to 1 but less than
		or equal to 0.50 to 1
4		Greater than 0.50				BB/Ba2			1.70	%			0.00	%			1.575	%			0.20	%
		to 1 but less than
		.55 to 1
5		Equal to or greater				BB-/Ba3			2.00	%			0.00	%			1.875	%			0.25	%
		than 0.55 to 1

(b) The definition of “Net Funded Notes Payable” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Net Funded Notes Payable” means, for Borrower and its Restricted Subsidiaries as of any date, (a) the aggregate amount of all Indebtedness (including the pro rata portion of Indebtedness of a joint venture in which Borrower or a Restricted Subsidiary holds an equity interest, based on Borrower’s or such Restricted Subsidiary’s equity interest in such joint venture) minus (b) unrestricted cash and cash equivalents, net of outstanding cash borrowings under this Agreement, in excess of $50,000,000 based upon the average of the month-end balances of unrestricted cash, cash equivalents and outstanding cash borrowings under the Credit Agreement for the fiscal quarter most recently ended.

(c) The definition of “Tangible Net Worth” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Tangible Net Worth” means, with respect to Borrower and its Restricted Subsidiaries, the sum of (i) the net worth of Borrower and its Restricted Subsidiaries, as defined under GAAP, plus (ii) to the extent not otherwise included in clause (i), amounts reflected on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries attributable to capital stock that does not constitute Indebtedness, less (iii) all “intangible assets”, but excluding any non-cash gain or loss resulting from any mark-to-market adjustments made directly to the net worth of Borrower and its Restricted Subsidiaries on a consolidated basis as a result of fluctuations in the value of financial instruments owned by Borrower or any such Restricted Subsidiaries as mandated under SFAS 133.

(d) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in alphabetical order:

“Deferred Tax Valuation Allowance” means any valuation allowance applied to deferred tax assets as determined in accordance with GAAP and included in the financial statements of the Borrower.

“Net Book Value of Land and Lots” means the net book value determined in accordance with GAAP of Developed Lots, Lots Under Development, and Land Parcels as of the date of determination.

(e) The definition of “Total Revolving Credit Commitment” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Total Revolving Credit Commitment” means, as of any date of determination, the sum of all Revolving Credit Commitments for all Lenders then in effect, which sum shall not exceed $1,650,000,000 unless the Total Revolving Credit Commitment is increased pursuant to Section 2.10(b).

(f) Section 6.8 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Financial and Inventory Covenants. Until the Obligations are repaid in full and the expiration or termination of all Letters of Credit and the Total Revolving Credit Commitment, Borrower shall adhere to the following financial covenants, all on a consolidated basis with the Restricted Subsidiaries and determined as of the last day of each fiscal quarter of Borrower:

(a) Borrower shall maintain at all times a Leverage Ratio of not more than 0.55 to 1;

(b) If the Borrower shall fail to maintain for any two consecutive fiscal quarters ending on and after December 31, 2007 an Interest Coverage Ratio equal to or greater than 1.50 to 1.00 for the period of four consecutive fiscal quarters then ended, then as of the end of such second consecutive fiscal quarter and as of the end of all fiscal quarters thereafter until the Interest Coverage Ratio is greater than or equal to 1.50 to 1.00, the Borrower shall either maintain (i) a ratio of (A) Adjusted Cash Flow from Operations to (B) Interest Incurred of greater than or equal to 1.50 to 1.00 or (ii) a sum of (y) Loan Funding Availability plus (z) unrestricted cash and cash equivalents, to the extent such unrestricted cash and cash equivalents are not included in calculating Loan Funding Availability, equal to or greater than $500,000,000.

(c) Borrower shall maintain at all times Tangible Net Worth of not less than the sum of (i) $2,000,000,000, plus (ii) fifty percent (50%) of annual net profits (with no deduction for any annual net loss and excluding the effect on annual net profits of any reversal in any Deferred Tax Valuation Allowance) for each fiscal year ending after September 30, 2007, plus (iii) fifty percent (50%) of the aggregate increase in shareholders’ equity of Borrower after September 30, 2007 exceeding $500,000,000, by reason of the issuance of capital stock of Borrower (including upon conversion of Indebtedness into such capital stock but excluding (x) stock issued in connection with an employee stock ownership plan, an employee stock option plan, or an employee stock purchase plan, and (y) any portion of such increase in shareholders’ equity attributable to goodwill recognized in connection with an Acquisition), plus (iv) 100% of the effect on annual net profits for each fiscal year ending after September 30, 2007 of any reversal in any Deferred Tax Valuation Allowance as of the date of determination;

(d) The total number of Speculative Lots owned by Borrower and its Restricted Subsidiaries at any given time shall not exceed forty percent (40%) of all Closed Sales during the immediately preceding twelve (12) calendar months. Models shall not be considered “Speculative Lots” for purposes of this Section 6.8(d); and

(e) The Net Book Value of Land and Lots shall not exceed at any time (i) one hundred fifty percent (150%) of the Adjusted Tangible Net Worth when the Net Book Value of Land and Lots exceeds $4,740,000,000; and (ii) two hundred percent (200%) of the Adjusted Tangible Net Worth when the Net Book Value of Land and Lots is equal to or less than $4,740,000,000;

provided, however, that the limitations set forth in the preceding subsections (d) and (e) shall not be operative during any period in which Borrower maintains an Investment Grade Rating by at least two (2) of Moody’s, S&P, and Fitch.

(g) Exhibit D to the Credit Agreement is hereby amended and restated in its entirety to read as Exhibit D attached hereto.

(h) The Borrower’s notice address in Schedule 2.1 to the Credit Agreement is hereby amended and restated in its entirety to read as follows:

BORROWER:		ADDRESS
D.R. Horton, Inc.		301 Commerce Street
		Suite 500
		Fort Worth, Texas 76102
		Attn: Bill W. Wheat
		Stacey H. Dwyer
		Tel: 817 ###-###-####
		Fax: 972 ###-###-#### (Mr. Wheat)
		Fax: 817 ###-###-#### (Ms. Dwyer)
		E-mail: ***@***
		***@***
		With a copy to:
		301 Commerce Street
		Suite 500
		Fort Worth, Texas 76102
		Attn: Ted I. Harbour, Esq.
		Tel: 817 ###-###-####
		Fax: 972 ###-###-####
		E-mail: ***@***

SECTION 3. Reduction of Aggregate Commitment. At the request of the Borrower, the amount of the Total Revolving Credit Commitment is hereby reduced to $1,650,000,000 and such reduction shall be allocated to each Lender’s Revolving Credit Commitment ratably in accordance with its Commitment Ratio. The Borrower represents, warrants and certifies that this reduction in the Total Revolving Credit Commitment is in accordance with Section 2.14 of the Credit Agreement.

SECTION 4. Conditions to Effectiveness. The effectiveness of this Amendment and the obligations of the Lenders hereunder are subject to satisfaction of the following conditions, and upon satisfaction of the following conditions, this Amendment shall be effective as of the day and year first above written:

(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 6 of this Amendment shall be true on and as of the date hereof;

(c) payment by the Borrower to the Administrative Agent of an amendment fee of .20% of each Lender’s Revolving Credit Commitment for each Lender approving this Amendment after giving effect to the reduction of the Total Revolving Credit Commitment in Section 3 of this Amendment and all other fees and expenses (including without limitation the fees and expenses of counsel to the Administrative Agent and fees related to the reduction of the Total Revolving Credit Commitment in accordance with Section 2.14 of the Credit Agreement and Section 3 of this Amendment) payable on the date of this Amendment to the applicable Lenders and the Administrative Agent;

(d) payment by the Borrower of all other fees and expenses (including without limitation the fees and expenses of counsel to the Administrative Agent) payable on the date of this Amendment in connection herewith; and

(e) receipt of such other documents that the Administrative Agent may reasonably require.

SECTION 5. 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 6. 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 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 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]

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.

SIGNATURE PAGE TO FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

SIGNATURE PAGE TO FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

EXHIBIT A

INITIAL GUARANTORS as of December 16, 2005

C. Richard Dobson Builders, Inc., a Virginia corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

CH Investments of Texas, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

CHI Construction Company, an Arizona corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

CHTEX of Texas, Inc., a Delaware corporation, by Bill W. Wheat 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 Bill W. Wheat in his capacity as Chief Financial Officer

Continental Homes, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

Continental Residential, Inc., a California corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D. R. Horton, Inc. — Fresno, a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton — Emerald, Ltd., a Texas limited partnership, by Meadows I, Ltd., its General Partner, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton — Texas, Ltd., a Texas limited partnership, by Meadows I, Ltd., its General Partner, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton LA North, Inc. (f/k/a DRH Regrem X, Inc.), a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton Los Angeles Holding Company, Inc., a California corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton Management Company, Ltd., a Texas limited partnership, by Meadows I, Ltd., its General Partner, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton Materials, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton OCI, Inc., (f/k/a D.R. Horton Orange County, Inc.), a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

SIGNATURE PAGE TO FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

D.R. Horton VEN, Inc. (f/k/a D.R. Horton San Diego Holding Company, Inc.), a California corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton, Inc. — Birmingham, an Alabama corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton, Inc. — Chicago, a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton, Inc. — Denver, a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton, Inc. — Dietz-Crane, a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton, Inc. — Greensboro, a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton, Inc. — Gulf Coast, a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton, Inc. — Jacksonville, a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton, Inc. — Louisville, a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton, Inc. — Minnesota, a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton, Inc. — New Jersey, a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton, Inc. — Portland, a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton, Inc. — Sacramento, a California corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton, Inc. — Torrey, a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

D.R. Horton-Schuler Homes, LLC, a Delaware limited liability company, by Vertical Construction Corporation, a manager, by Bill W. Wheat in his capacity as Chief Financial Officer

DRH Cambridge Homes, Inc., a California corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

DRH Cambridge Homes, LLC, a Delaware limited liability company, by D.R. Horton, Inc. — Chicago, a managing member, by Bill W. Wheat in his capacity as Chief Financial Officer

SIGNATURE PAGE TO FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

DRH Construction, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

DRH Regrem VII, LP, a Texas limited partnership, by Meadows I, Ltd., its General Partner, by Bill W. Wheat in his capacity as Chief Financial Officer

DRH Regrem VIII, LLC, a Delaware limited liability company, by D.R. Horton, Inc. — Chicago, a managing member, by Bill W. Wheat in his capacity as Chief Financial Officer

DRH Regrem XI, Inc. a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

DRH Regrem XII, LP, a Texas limited partnership, by Meadows I, Ltd., its General Partner, by Bill W. Wheat in his capacity as Chief Financial Officer

DRH Southwest Construction, Inc., a California corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

DRH Tucson Construction, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

DRHI, Inc., a Delaware corporation, by Bill W. Wheat 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 Bill W. Wheat in his capacity as Chief Financial Officer

KDB Homes, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

Meadows I, Ltd., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

Meadows II, Ltd., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

Meadows IX, Inc., a New Jersey corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

Meadows VIII, Ltd., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

Meadows X, Inc., a New Jersey corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

Melmort Co., a Colorado corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

Melody Homes, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

SIGNATURE PAGE TO FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

Schuler Homes of Arizona LLC, a Delaware limited liability company, by SRHI LLC, a managing member, by Bill W. Wheat in his capacity as Chief Financial Officer

Schuler Homes of California, Inc., a California corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

Schuler Homes of Oregon, Inc., an Oregon corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

Schuler Homes of Washington, Inc., a Washington corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

Schuler Mortgage, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

Schuler Realty Hawaii, Inc., a Hawaii corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

SGS Communities at Grande Quay, LLC, a New Jersey limited liability company, by Meadows IX, Inc., a managing member, by Bill W. Wheat in his capacity as Chief Financial Officer

SHA Construction LLC, a Delaware limited liability company, by SRHI, LLC, a managing member, by Bill W. Wheat in his capacity as Chief Financial Officer

SHLR of California, Inc., a California corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

SHLR of Colorado, Inc., a Colorado corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

SHLR of Nevada, Inc., a Nevada corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

SHLR of Utah, Inc., a Utah corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

SHLR of Washington, Inc., a Washington corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

SRHI LLC, a Delaware limited liability company, by SHLR of Nevada, Inc., a managing member, by Bill W. Wheat in his capacity as Chief Financial Officer

SSHI LLC, a Delaware limited liability company, by SHLR of Washington, a managing member, by Bill W. Wheat in his capacity as Chief Financial Officer

Vertical Construction Corporation, a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

Western Pacific Funding, Inc., a California corporation, by Bill W. Wheat in his capacity as Executive Vice President

SIGNATURE PAGE TO FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

Western Pacific Housing — Aviara, L.P., a California limited partnership, by Western Pacific Housing Management, Inc., its General Partner, by Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat in his capacity as Chief Financial Officer

Western Pacific Housing Co., a California limited partnership, by Western Pacific Housing Management, Inc., its General Partner, by Bill W. Wheat in his capacity as Chief Financial Officer

Western Pacific Housing Management, Inc., a California corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

Western Pacific Housing, Inc., a Delaware corporation, by Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat in his capacity as Chief Financial Officer

SIGNATURE PAGE TO FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

Western Pacific Housing-Carrillo, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat in his capacity as Chief Financial Officer

Western Pacific Housing-Culver City, L.P., a California limited partnership, by Western Pacific Housing Management, Inc., its General Partner, by Bill W. Wheat in his capacity as Chief Financial Officer

Western Pacific Housing-Del Valle, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat in his capacity as Chief Financial Officer

Western Pacific Housing-McGonigle Canyon, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat in his capacity as Chief Financial Officer

SIGNATURE PAGE TO FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

Western Pacific Housing-Park Avenue East, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its manager, by Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat in his capacity as Chief Financial Officer

SIGNATURE PAGE TO FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

Western Pacific Housing-Torrey Meadows, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its manager, by Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat 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 Bill W. Wheat in his capacity as Chief Financial Officer

WPH-Camino Ruiz, LLC, a Delaware limited liability company, by Western Pacific Housing Management, Inc., its managing member, by Bill W. Wheat in his capacity as Chief Financial Officer

ADDITIONAL GUARANTORS as of June 13, 2006

DRH Regrem XIII, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XIV, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XV, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XVI, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XVII, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XVIII, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XIX, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XX, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer

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DRH Regrem XXI, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XXII, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XXIII, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XXIV, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer

DRH Regrem XXV, Inc. (f/k/a D.R. Horton, Inc. — Los Angeles), a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer

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INITIAL GUARANTORS as of December 16, 2005

C. Richard Dobson 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

D.R. Horton — Emerald, Ltd., a Texas limited partnership

D.R. Horton, Inc. — Birmingham, an Alabama corporation

D.R. Horton, Inc. — Chicago, a Delaware corporation

D.R. Horton, Inc. — Denver, a Delaware corporation

D.R. Horton, Inc. — Dietz-Crane, a Delaware corporation

D.R. Horton, Inc. — Fresno, a Delaware corporation

D.R. Horton, Inc. — Greensboro, a Delaware corporation

D.R. Horton, Inc. — Gulf Coast, a Delaware corporation

D.R. Horton, Inc. — Jacksonville, a Delaware corporation

D.R. Horton, Inc. — Louisville, a Delaware corporation

D.R. Horton, Inc. — Minnesota, a Delaware corporation

D.R. Horton, Inc. — New Jersey, a Delaware corporation

D.R. Horton, Inc. — Portland, a Delaware corporation

D.R. Horton, Inc. — Sacramento, a California corporation

D.R. Horton, Inc. — Torrey, a Delaware corporation

D.R. Horton LA North, Inc. (f/k/a DRH Regrem X, Inc.), a Delaware corporation

D.R. Horton Los Angeles Holding Company, Inc., a California corporation

D.R. Horton Management Company, Ltd., a Texas limited partnership

D.R. Horton Materials, Inc., a Delaware corporation

D.R. Horton OCI, Inc. (f/k/a D.R. Horton Orange County, Inc.), a Delaware corporation

D.R. Horton VEN, Inc. (f/k/a D.R. Horton San Diego Holding Company, Inc.), a California corporation

D.R. Horton — 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

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

Meadows I, Ltd., a Delaware corporation

Meadows II, Ltd., a Delaware corporation

Meadows VIII, Ltd., a Delaware corporation

Meadows IX, Inc., a New Jersey corporation

Meadows X, Inc., a New Jersey corporation

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

D.R. Horton-Schuler 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

Schuler Homes of Arizona LLC, a Delaware limited liability company

Schuler Homes of California, Inc., a California corporation

Schuler Homes of Oregon, Inc., an Oregon corporation

Schuler Homes of Washington, Inc., a Washington corporation

Schuler Mortgage, Inc., a Delaware corporation

Schuler 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

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-Carrillo, 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-Culver City, L.P., a California limited partnership

Western Pacific Housing-Del Valle, 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-McGonigle 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-Torrey Meadows, 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 Ruiz, LLC, a Delaware limited liability company

DRH Regrem XI, Inc. a Delaware corporation

DRH Regrem XII, LP, a Texas limited partnership

ADDITIONAL GUARANTORS as of June 13, 2006

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 XXV, Inc. (f/k/a D.R. Horton, Inc. — Los Angeles), a Delaware corporation

EXHIBIT D

FORM OF QUARTERLY COMPLIANCE CERTIFICATE

FOR                      ENDED                                         ,

DATE:                                         ,

ADMINISTRATIVE AGENT:		Wachovia Bank, National Association, a national banking association
BORROWER:		D. R. Horton, Inc., a Delaware corporation

This certificate is delivered under the Revolving Credit Agreement dated as of December  _____, 2005 (as modified, amended, renewed, extended, supplemented, or restated from time to time, the “Credit Agreement”), among Borrower, Administrative Agent, the Letter of Credit Issuers defined therein, the Swingline Lender defined therein and the Lenders defined therein. Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Credit Agreement.

I certify to Administrative Agent and Lenders that:

(a) I am an Authorized Signatory of Borrower and its Restricted Subsidiaries (for purposes hereof “Companies”) in the position(s) set forth under my signature below;

(b) the consolidated Current Financials of Borrower and its Subsidiaries delivered to Administrative Agent concurrently with the delivery hereof were prepared in accordance with GAAP; present fairly in all material respects the consolidated financial condition and results of operations of Borrower and its Subsidiaries; and serve as the basis for the status of compliance by Borrower with certain covenants in the Credit Agreement set forth on Annex I as of, and for the (three, six, or nine months, or fiscal year) ended on _____, _____, (the “Subject Period”); and

(c) the status of compliance by Borrower with Sections 6.8(a), (b), (c), (d) and (e) of the Credit Agreement at the end of the Subject Period is as set forth on Annex I to this certificate; provided that Sections 6.8(d) and (e) may be labeled “not applicable” so long as Borrower has, as of the date hereof, an Investment Grade Rating by at least two (2) of Moody’s, S&P and Fitch.

Exhibit D

ANNEX I TO QUARTERLY COMPLIANCE CERTIFICATE

Status of Compliance with
Sections 6.8(a), (b), (c), (d) and (e)
of the Credit Agreement
(Dollar Amounts in Millions)

[(Unless otherwise indicated, all calculations are made on a consolidated basis for
Borrower and its Restricted Subsidiaries at the date of determination
with respect to the most recently-ended fiscal quarter)]

Current

Covenant

Section

Limitation/Covenant

Amount

Status, _______, 200___

Notes*

6.8(a)

Leverage Ratio – Net Funded Notes Payable divided by Total Capitalization (Net Funded Notes Payable plus net shareholders equity) of 0.55 to 1.0 or less

0.55

Indebtedness

$

Less: Average of month end balances for the 3 applicable fiscal calendar months of cash & cash equiv, net of outstanding cash borrowings under the Credit Agreement, in excess of $50,000,000

Net Funded Notes Payable

Plus: Net shareholders equity

Total Capitalization

Leverage Ratio

6.8(b)

Ratio of EBITDA (generally income before interest expense, provision for income taxes, depreciation and amortization, extraordinary and other non-cash losses, etc.) for most recent 12 months to Interest Incurred for any two consecutive fiscal quarters of at least 1.50 to 1.00 or the Borrower shall either maintain (i) a ratio of (A) Adjusted Cash Flow from Operations to (B) Interest Incurred of greater than or equal to 1.50 to 1.00 or (ii) a sum of (y) Loan Funding Availability plus (z) unrestricted cash and cash equivalents, to the extent such unrestricted cash and cash equivalents are not included in calculating Loan Funding Availability, equal to or greater than $500,000,000.

1.50

EBITDA

$

Interest incurred

Coverage Ratio (times)

1.50

Adjusted Cash Flow from Operations

$500

Ratio of Adjusted Cash Flow from Operations to Interest Incurred

Sum of Loan Funding Availability

Plus Unrestricted cash and cash equivalents

Annex I to Exhibit D

Current

Covenant

Section

Limitation/Covenant

Amount

Status, _______, 200___

Notes*

6.8(c)

Minimum Tangible Net Worth of at least $2,000,000,000 plus (generally) 50% of annual net profits subsequent to September 30, 2007, (generally) 50% of additional future equity offerings in excess of $500,000,000, and 100% of Deferred Tax Valuation Allowance reversals for each fiscal year ended after September 30, 2007

$2,000

Total Net Worth Plus: capital stock not Indebtedness Less: Intangible Assets Less: Non-cash gain or loss from SFAS 133 Mark to Market Adjustments Tangible Net Worth

$

_____  /  _____  /  _____  minimum (in millions)

6.8(d)1

Speculative Lots not to exceed 40% of trailing twelve months’ unit closings (excludes models)

40%

Speculative Lots Trailing twelve months’ closings Percentage

6.8(e)1

Net book value of Developed Lots, Lots Under Development and Land Parcels not to exceed or 150% (or 200% so long as net book value of such does not exceed $4.74 billion) of Adjusted Tangible Net Worth

150% (or 200%)

Net Book Value of Lots & Land 150% (or 200%) of Adjusted Tangible Net Worth

$

$

Applicable Margin (see grid below):

Pricing Level Pricing Premium, if applicable Applicable Margin (bps) – Cash borrowing Applicable Margin (bps) – Letters of Credit Unused Commitment Fee (bps)

Annex I to Exhibit D

Applicable Margin

The sum of (i) the percentage per annum set forth in the first table below, as applicable, plus (ii)
 in the case of a Loan or a Letter of Credit, the percentage per annum set forth under the
column “Pricing Premium” in the second table below, as applicable:

										Eurodollar
						Senior				Rate or												Unused
Pricing		Leverage				Unsecured				LIBOR				Base				Letters of				Commitment
Level		Ratio				Debt Rating				Rate				Rate				Credit				Fee
1		Less than or equal				BBB/Baa2					1.05	%			0.00	%			0.925	%			0.15	%
		to 0.30 to1
2		Greater than 0.30				BBB-/Baa3					1.25	%			0.00	%			1.125	%			0.15	%
		to 1 but less than
		or equal to 0.40 to 1
3		Greater than 0.40				BB+/Ba1					1.45	%			0.00	%			1.325	%			0.20	%
		to 1 but less than
		or equal to 0.50 to 1
4		Greater than 0.50				BB/Ba2					1.70	%			0.00	%			1.575	%			0.20	%
		to 1 but less than
			.55 to 1
5		Equal to or greater				BB-/Ba3					2.00	%			0.00	%			1.875	%			0.25	%
		than 0.55 to 1

Annex I to Exhibit D

If Interest Coverage Ratio is:		AND if Leverage Ratio is:				Pricing Premium:
Greater than or equal to 2.0		Not applicable					0	%
to 1.0
Greater than or equal to 1.5		Less than or equal to					.125	%
to 1.0 but less than 2.0 to 1.0			0.50 to 1.0
Greater than or equal to 1.5		Greater than 0.50 to 1.0					.25	%
to 1.0 but less than 2.0 to 1.0
Greater than or equal to 1.0		Less than or equal to					.25	%
to 1.0 but less than 1.5 to 1.0			0.475 to 1.0
Greater than or equal to 1.0		Greater than 0.475 to 1.0					.45	%
to 1.0 but less than 1.5 to 1.0
Less than 1.0 to 1.0		Less than or equal to					.375	%
			0.45 to 1.0
Less than 1.0 to 1.0		Greater than 0.45 to 1.0					.65	%

Annex I to Exhibit D

SUPPLEMENT TO ANNEX I

Calculation Worksheets

[TO BE ATTACHED BY BORROWER.]

Annex I to Exhibit D