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 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.

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

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;

     (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,

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]

     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:
		D.R. HORTON, INC., a Delaware corporation
		By:		/s/ Bill W. Wheat
		Name: Bill W. Wheat
		Title: Chief Financial Officer

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

SIGNATURE PAGE TO SECOND 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 Robert E. Coltin in his capacity as Vice President, Secretary and Treasurer

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, 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 Residential, Inc., a California 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, 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.-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 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 Orange County, Inc., a Delaware corporation, by Bill W. Wheat in his capacity as Chief Financial Officer

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-Texas, Ltd., a Texas limited partnership, by Meadows I, Ltd., its General Partner, 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

DRH Construction, Inc., a Delaware 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, Inc.-Gulf Coast, 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 Southwest Construction, Inc., 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

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 Robert E. Coltin in his capacity as Vice President, Secretary and Treasurer

Meadows VIII, 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 X, Inc., a New Jersey 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

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

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

Melody Homes, Inc., a Delaware 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

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

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

The Club at Pradera, Inc., a Delaware corporation, by Robert E. Coltin in his capacity as Vice President

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

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-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-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

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-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

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

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

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

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

ADDITIONAL GUARANTORS as of June 13, 2006

D.R. Horton, Inc. B Los Angeles, a Delaware corporation, by Bill W. Wheat in his capacity as Executive Vice President and Chief Financial Officer

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

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

		WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent
		By:		/s/ R. Scott Holtzapple
		Name: R. Scott Holtzapple
		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. Scott Holtzapple
		Name: R. Scott Holtzapple
		Title: Senior Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		THE ROYAL BANK OF SCOTLAND, PLC, as a Lender
		By:		/s/ William McGinty
		Name: William McGinty
		Title: Senior Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		BANK OF AMERICA, N.A., as a Lender
		By:		/s/ Stephen B. Carlson
		Name: Stephen B. Carlson
		Title: Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		CALYON NEW YORK BRANCH, as a Lender
		By:		/s/ Samuel L. Hill
		Name: Samuel L. Hill
		Title: Managing Director / Regional Head
		By:		/s/ David P. Cagle
		Name: David P. Cagle
		Title: Managing Director

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		CITICORP, N.A., as a Lender
		By:		/s/ Marni McManus
		Name: Marni McManus
		Title: Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		JPMORGAN CHASE BANK, N.A., as a Lender
		By:		/s/ Michael P. O’Keefe
		Name: Michael P. O’Keefe
		Title: Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		UBS LOAN FINANCE LLC, as a Lender
		By:		/s/ Richard L. Tavrow
		Name: Richard L. Tavrow
		Title: Director
		By:		/s/ Irja R. Otsa
		Name: Irja R. Otsa
		Title: Associate Director

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		BNP PARIBAS, as a Lender
		By:		/s/ Rick Pace
		Name: Rick Pace
		Title: Managing Director
		By:		/s/ Berangere Allen
		Name: Berangere Allen
		Title: Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		SUNTRUST BANK, as a Lender
		By:		/s/ W. John Wendler
		Name: W. John Wendler
		Title: Senior Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		U.S. BANK NATIONAL ASSOCIATION, as a Lender
		By:		/s/ John D. Kuykendall
		Name: John D. Kuykendall
		Title: Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		WASHINGTON MUTUAL BANK, as a Lender
		By:		/s/ Brad R. Johnson
		Name: Brad R. Johnson
		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/ Daniel McClurkin
		Name: Daniel McClurkin
		Title: Assistant Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		THE BANK OF NOVA SCOTIA, as a Lender
		By:		/s/ William E. Zarrett
		Name: William E. Zarrett
		Title: Managing Director

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		SCOTIABANC INC., as a Lender
		By:		/s/ William E. Zarrett
		Name: William E. Zarrett
		Title: Managing Director

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		BARCLAYS BANK PLC, as a Lender
		By:		/s/ Nicholas Bell
		Name: Nicholas Bell
		Title: Director

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		COMERICA BANK, as a Lender
		By:		/s/ Casey L. Stevenson
		Name: Casey L. Stevenson
		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/ Andrew J. Roberts
		Name: Andrew J. Roberts
		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/ Marie-Edith Dugeny
		Name: Marie-Edith 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/ Amy Satsky
		Name: Amy Satsky
		Title: Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		EMIGRANT BANK, as a Lender
		By:		/s/ Chris Grey
		Name: Chris Grey
		Title: Managing Director

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		PNC BANK, NATIONAL ASSOCIATION, as a Lender
		By:		/s/ Douglas G. Paul
		Name: Douglas G. Paul
		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/ Noelle McGrath
		Name: Noelle McGrath
		Title: Authorised Signatory
		By:		/s/ Carla Ryan
		Name: Carla Ryan
		Title: Authorised Signatory

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		CALIFORNIA BANK & TRUST, a California banking corporation, as a Lender
		By:		/s/ Bruce K. Weyers
		Name: Bruce K. Weyers
		Title: Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		CITY NATIONAL BANK, a national banking association, as a Lender
		By:		/s/ Xavier Barrera
		Name: Xavier Barrera
		Title: Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		FIFTH THIRD BANK, as a Lender
		By:		/s/ Sean Devillers
		Name: Sean Devillers
		Title: Officer

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		MIZUHO CORPORATE BANK, LTD., as a Lender
		By:		/s/ Raymond Ventura
		Name: Raymond Ventura
		Title: Deputy General Manager

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		SOCIÉTÉ GÉNÉRALE, as a Lender
		By:		/s/ Eric E.O. Siebert, Jr.
		Name: Eric E.O. Siebert, Jr.
		Title: Managing Director

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		UNION BANK OF CALIFORNIA N.A., as a Lender
		By:		/s/ Brent Hennis
		Name: Brent Hennis
		Title: AVP

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		CHEVY CHASE BANK, F.S.B., as a Lender
		By:		/s/ Alexandra M. Johns
		Name: Alexandra M. Johns
		Title: Group Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		COMPASS BANK, as a Lender
		By:		/s/ Johanna Duke Paley
		Name: Johanna Duke Paley
		Title: Senior Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		AMERICAN SAVINGS BANK FSB, as a Lender
		By:		/s/ Larry Ishii
		Name: Larry Ishii
		Title: Vice President
		By:		/s/ Terence Yeh
		Name: Terence Yeh
		Title: Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		BANK OF HAWAII, as a Lender
		By:		/s/ Brain H. Uemori
		Name: Brain H. Uemori
		Title: Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		FIRST HAWAIIAN BANK, as a Lender
		By:		/s/ Stephen M. Franklin
		Name: Stephen M. Franklin
		Title: Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		THE NORTHERN TRUST COMPANY, as a Lender
		By:		/s/ Cory Schuster
		Name: Cory Schuster
		Title: Second Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH, as a Lender
		By:		/s/ Jim C.Y. Chen
		Name: Jim C.Y. Chen
		Title: VP & General Manager

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

		LEGACY TEXAS BANK, as a Lender
		By:		/s/ Eric Sonneborn
		Name: Eric Sonneborn
		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-Yee Lung
		Name: Nae-Yee 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/ Gary Sieveking
		Name: Gary Sieveking
		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/ Edward C.A. Forsberg, Jr.
		Name: Edward C.A. Forsberg, Jr
		Title: SVP & Manager
		By:		/s/ Nivedita Persaud
		Name: Nivedita Persaud
		Title: Vice President

SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT

SCHEDULE 1

GUARANTORS

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.-Greensboro, 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 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 Orange County, Inc., a Delaware corporation
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
D. R. Horton, Inc.-Fresno, a Delaware corporation
D.R. Horton, 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
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
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-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
D.R. Horton 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

D.R. Horton, 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