THIRD AMENDMENT

EXHIBIT 10.1

EXECUTION COPY

THIRD AMENDMENT

     THIRD AMENDMENT, dated as of August 7, 2008 (this “ Third Amendment ”), to the Credit Agreement, dated as of July 25, 2007 (as heretofore amended, supplemented or otherwise modified, the “ Credit Agreement ”), among Beazer Homes USA, Inc., a Delaware corporation (the “ Borrower ”), the several lenders from time to time parties thereto (the “ Lenders ”) and Wachovia Bank, National Association, as agent (in such capacity, the “ Agent ”).

W I T N E S S E T H :

     WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit Agreement;

     WHEREAS, the Borrower has requested that the Required Lenders amend the Credit Agreement, and the Required Lenders are agreeable to such request but only upon the terms and subject to the conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the Borrower, the Required Lenders, and the Agent agree as follows:

     SECTION 1. DEFINITIONS. Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement.

     SECTION 2. AMENDMENTS.

          2.1 Amendment to Section 1.01.

          (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions in appropriate 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.

     “Disqualified Stock” means any equity interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is six months after the Termination Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any equity interests referred to in (a) above, in each case at any time on or prior to the date which is six months after the Termination

Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations and termination of all Commitments; provided , however , that any equity interests that would not constitute Disqualified Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such equity interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such equity interests upon the occurrence of a change in control or an asset sale occurring prior to the Termination Date shall not constitute Disqualified Stock if such equity interests provide that the issuer thereof will not redeem any such equity interests pursuant to such provisions prior to the repayment in full of the Obligations and termination of all Commitments.

     “Minimum Consolidated Tangible Net Worth Level” means, at any time, the applicable level determined by reference to the Consolidated Tangible Net Worth of the Borrower set forth in the grid below:

; provided that , (x) if Consolidated Tangible Net Worth is greater than or equal to $350,000,000 at the time of determination, but either (a) the Leverage Ratio at such time, calculated excluding 100% of the effect on Consolidated Tangible Net Worth resulting from the recording of any Deferred Tax Valuation Allowance in any fiscal quarter ending after March 31, 2008, exceeds 3.50 to 1.00 or (b) the Leverage Ratio at such time, calculated including 100% of the effect on Consolidated Tangible Net Worth resulting from the recording of any Deferred Tax Valuation Allowance in any fiscal quarter ending after March 31, 2008, exceeds 5.00 to 1.00, then the Minimum Consolidated Tangible Net Worth Level shall be Level II, (y) the Minimum Consolidated Tangible Net Worth Level shall be deemed to be at Level I on and after the Third Amendment Effective Date until such time as the next quarterly or annual financial statements are delivered pursuant to Section 5.08(1) or 5.08(2) and (z) if at any time the Minimum Consolidated Tangible Net Worth Level is reduced to Level II or Level III, it shall not be raised at any subsequent time regardless of any subsequent level of Consolidated Tangible Net Worth.

     “Secured Borrowing Base Loan Coverage Minimum” means at any time (a) the Minimum Consolidated Tangible Net Worth Level is at Level I, 3.0 to

1.0; (b) the Minimum Consolidated Tangible Net Worth Level is at Level II, 4.50 to 1.00; and (c) the Minimum Consolidated Tangible Net Worth Level is at Level III, 6.00 to 1.00; provided that , if the Interest Coverage Ratio for the fiscal quarter ended June 30, 2010 shall be less than 1.00 to 1.00, the Secured Borrowing Base Loan Coverage Minimum shall be 4.50 to 1.00, unless Minimum Consolidated Net Worth is at Level III, in which case the Secured Borrowing Base Loan Coverage Minimum shall be 6.00 to 1.00.

     “Secured Borrowing Base Loan Coverage Ratio” means, at any time, the ratio of the Secured Borrowing Base to the Aggregate Outstanding Extensions of Credit.

     “Third Amendment” means the Third Amendment, dated as of August 7, 2008, to and under this Agreement.

     “Third Amendment Effective Date” means the date that the Third Amendment becomes effective in accordance with its terms.

          (b) Section 1.01 of the Credit Agreement is hereby amended by deleting the following definitions: “Adjusted Land Value”, “Collateral Release Conditions”, “Collateral Release Date”, “Interim Period”, “Senior Notes Litigation” and “Senior Notes Resolution”.

          (c) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Aggregate Commitment” in its entirety and inserting in lieu thereof the following:

     “Aggregate Commitment” means, at any time after the Third Amendment Effective Date, the aggregate Commitments of all the Lenders in the amount determined by reference to the Minimum Consolidated Tangible Net Worth Level set forth in the grid below, as such commitment amount may be reduced or increased from time to time pursuant to the terms of this Agreement:

; provided that , if the Interest Coverage Ratio for the fiscal quarter ending June 30, 2010 shall be less than 1.00 to 1.00, the Aggregate Commitment Amount shall be reduced to the lower of (a) $200,000,000, if the Minimum Consolidated Tangible Net Worth Level is at Level I or Level II, and (b) $100,000,000 if the Minimum Consolidated Tangible Net Worth Ratio is at Level III.

          (d) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Applicable Commitment Rate” in its entirety and inserting in lieu thereof the following:

     “Applicable Commitment Rate” means, as at any date of determination, a rate per annum equal to (a) 0.35% if the average daily unused portion of the Aggregate Commitment during the fiscal quarter ending on or immediately prior to such date of determination equals or exceeds 50% of the Aggregate Commitment, and (b) 0.25% if the average daily unused portion of the Aggregate Commitment during the fiscal quarter ending on or immediately prior to such date of determination is less than 50% of the Aggregate Commitment.

          (e) Section 1.01 of the Credit Agreement is hereby amended by replacing the phrase “except for Liens permitted under Sections 6.01(1), (2) or (6)” in the definition of “Borrowing Base” with the following: “except for Liens permitted under Sections 6.01(1), (2), (6) or (7)”.

          (f) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Borrowing Base Debt” in its entirety and inserting in lieu thereof the following:

     “Borrowing Base Debt” means the Aggregate Outstanding Extensions of Credit.

          (g) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Inventory Valuation Date” in its entirety and inserting in lieu thereof the following:

     “Inventory Valuation Date” means the last day of the most recent calendar month of the Borrower with respect to which the Borrower is required to have delivered a Borrowing Base Certificate pursuant to Section 5.08(6) and Section 2.01.2(b)(ix).

          (h) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Secured Borrowing Base” in its entirety and inserting in lieu thereof the following:

     “Secured Borrowing Base” means, with respect to any date of determination, an amount equal to the sum of the following assets of the Borrower and all Guarantors which are Wholly-Owned Subsidiaries of Borrower with respect to which the Borrower shall have satisfied the Secured Borrowing Base Conditions: an amount equal to (i) (x) if the Secured Borrowing Base Loan Coverage Minimum is 3.0 to 1.0, 300% of the Unrestricted Cash, (y) if the Secured Borrowing Base Loan Coverage Minimum is 4.5 to 1.0, 450% of the Unrestricted Cash and (z) if the Secured Borrowing Base Loan Coverage Minimum is 6.0 to 1.0, 600% of the Unrestricted Cash plus (ii) 100% of the book value of Receivables from Housing Unit Closings plus (iii) 100% of the book value of Lots under Development plus (iv) 100% of the book value of Finished

Lots plus (v) 100% of the book value of Speculative Housing Units plus (vi) 100% of the book value of Housing Units under Contract minus (vii) for any asset the value of which is included in clauses (i)-(vi) above and which is subject to a Lien permitted under Section 6.01(7), (x) the amount to be paid by the Borrower or any Subsidiary under any profit sharing or marketing agreement with respect thereto if the amount due under such agreement is a determined dollar amount or (y) if the amount to be paid by the Borrower or any Subsidiary under any profit sharing or marketing agreement with respect to such asset is a percentage of book value or gross sales price of such asset, the agreed upon percentage multiplied by the book value of such asset; provided that , if the Agent has an Acceptable Appraisal with respect to a Real Property (or any portion thereof) that is included in the Secured Borrowing Base, then the amount of availability includable in the Secured Borrowing Base attributable to such Real Property (or portion thereof) shall be equal to the lesser of (A) the amounts calculated as set forth above and (B) the amounts that would be calculated as set forth using the Appraised Value of such Real Property (or portion thereof) instead of book value. Notwithstanding anything to the contrary herein, (x) not more than 30% of the total aggregate Secured Borrowing Base (including, without limitation, Unrestricted Cash and Receivables) shall be comprised of Lots Under Development and Finished Lots and (y) not more than 25% of the total aggregate Secured Borrowing Base (including, without limitation, Unrestricted Cash and Receivables) shall be comprised of Secured Borrowing Base Assets of the type described in the foregoing clauses (iii) through (vi) that relate to property located in a Single Market; provided further that , at any time the Minimum Consolidated Tangible Net Worth Level is at either Level II or Level III, Lots Under Development shall be excluded from the Secured Borrowing Base for the determining compliance with Section 2.01.2(b) .

          2.2 Section 2.01.2(a) of the Credit Agreement is hereby amended by deleting such Section in its entirety and inserting in lieu thereof the following:

     (a) [Intentionally Deleted.]

          2.3 Section 2.01.2(b)(i) of the Credit Agreement is hereby amended by deleting such Section in its entirety and inserting in lieu thereof the following:

     (b) Secured Borrowing Base . (i) On and after the Third Amendment Effective Date, (A) at any time after the date that is sixty (60) days following the Third Amendment Effective Date, the Secured Borrowing Base Loan Coverage Ratio must exceed the Secured Borrowing Base Loan Coverage Minimum as of the most recent date of determination, and (B) no Loan shall be made, and no Facility Letter of Credit shall be issued or amended, if after giving effect to the incurrence of such Loan or the issuance or amendment of such Facility Letter of Credit, the then effective Secured Borrowing Base Loan Coverage Ratio does not exceed the Secured Borrowing Base Loan Coverage Minimum as of the most recent date of determination; provided that , a Loan shall not be deemed to have increased the amount of the Aggregate Outstanding

Extensions of Credit to the extent that the proceeds of such Loan are immediately used to repay a Swing Line Loan theretofore included in the calculation of Aggregate Outstanding Extensions of Credit.

          2.4 Section 2.01.2(b)(v) of the Credit Agreement is hereby amended by deleting such Section in its entirety and inserting in lieu thereof the following:

     (v) The Agent and the Lenders hereby agree that (A) upon satisfaction of the Permitted Secured Debt Conditions, all of the security interests and Liens shall be deemed to be forever released, discharged and terminated on the applicable Collateral being pledged to the secured party providing the Secured Debt only to the extent such Secured Debt is permitted under Section 6.02 (it being understood that, in the case of this clause (A), no Liens shall be released, discharged or terminated on Collateral included in the Secured Borrowing Base and the proceeds thereof) and (B) upon the occurrence of the Termination Date and payment in full of the all outstanding Obligations (or, with respect to outstanding Facility Letters of Credit, cash collateralization or other arrangements reasonably satisfactory to Issuer thereof and the Agent) all of the security interests in, and Liens on, the Collateral, shall be deemed to be forever released, discharged and terminated. From and after the date that the Permitted Secured Debt Conditions shall have been satisfied or the Termination Date shall have occurred and all outstanding Obligations shall have been paid in full (or, with respect to outstanding Facility Letters of Credit, cash collateralized or provided for pursuant to other arrangements reasonably satisfactory to Issuer thereof and the Agent), the Agent shall (x) execute (as applicable) and deliver Uniform Commercial Code termination statements (and to, the extent permitted under the Uniform Commercial Code in effect in any relevant jurisdiction, does hereby authorize the Loan Parties from and after the date that the Permitted Secured Debt Conditions shall have been satisfied to file, or cause to be filed, such termination statements), intellectual property release documents and such other instruments of release and discharge pertaining to the security interests and other Liens granted to the Agent pursuant to the Security Documents in any of the Collateral being so released as the Borrower may reasonably request to effectuate, or reflect of public record, the release and discharge of all such security interests and Liens and (y) deliver promptly all Collateral in its possession to the extent that the Liens on such Collateral are being released, discharged or terminated. All of the foregoing deliveries shall be at the expense of the Borrower, with no liability to the Agent or any Lender, and with no representation or warranty by or recourse to the Agent or any Lender.

          2.5 Amendment to Sections 2.05 (a), (b) and (c) . Sections 2.05(a), (b) and (c) of the Credit Agreement are hereby amended by deleting such Sections in their entirety and inserting in lieu thereof the following:

     (a) On and after the Third Amendment Effective Date, the Applicable Eurodollar Margin shall be determined by reference to the Minimum

Consolidated Tangible Net Worth Level in accordance with the following pricing grid and the provisions of this Section 2.05:

     (b) The Applicable Eurodollar Margin under the foregoing pricing grid shall be determined with reference to the Minimum Consolidated Tangible Net Worth Level as of the last day of each fiscal quarter. The determination of the Minimum Consolidated Tangible Net Worth Level shall be made from the then most recent annual or quarterly financial statements of the Borrower delivered by the Borrower pursuant to Sections 5.08(1) and 5.08(2), and the adjustment, if any, to the Applicable Eurodollar Margin shall take place on, and be effective from and after, the fifth Business Day after the date on which the Agent has received such financial statements.

     (c) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or a calculation error, the Borrower or the Agent determines that (i) the Minimum Consolidated Tangible Net Worth Level as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Minimum Consolidated Tangible Net Worth Level would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Agent, for the account of the applicable Lenders, promptly on demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States of America, automatically and without further action by the Agent, any Lender, or any Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Agent, any Lender, or any Issuer, as the case may be under Article VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

          2.6 Amendment to Section 2.11(c) . Section 2.11(c) of the Credit Agreement is hereby amended by deleting such Section in its entirety and inserting in lieu thereof the following:

     (c) If at any time the Aggregate Outstanding Extensions of Credit exceeds the lesser of the Secured Borrowing Base and the Aggregate Commitment, then the Borrower shall within two Business Days thereafter prepay Loans and/or cash collateralize the Facility Letter of Credit Obligations in an aggregate amount equal to any such excess; provided that , the Borrower shall not be required to so prepay or cash collateralize at any time during the period commencing on the Third Amendment Effective Date and ending on the date that is sixty (60) days following the Third Amendment Effective Date;

          2.7 Amendment to Section 2.22.1(b) . Section 2.22.1(b) of the Credit Agreement is hereby amended by deleting such Section in its entirety and inserting in lieu thereof the following:

     (b) The Borrower shall not request, and no Issuer shall issue, a Facility Letter of Credit for any purpose other than for purposes for which Loan proceeds may by used, provided that, the Borrower shall not request Facility Letters of Credit for any purposes other than for such purposes which are permitted to be secured by a “Permitted Lien” under, and as defined in, each of the Senior Indentures without regard to the provisions of clause (xi) thereunder”

          2.8 Amendment to Section 2.22.3(iii)(a) . Section 2.22.3(iii)(a) of the Credit Agreement is hereby amended by deleting such Section in its entirety and inserting in lieu thereof the following:

     (a) The representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to the extent that any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty is correct in all material respects as of such earlier date, provided that this condition shall be deemed to have been waived solely to the extent that the representations and warranties contained in Section 4.04 (Financial Statements), Section 4.06 (Other Agreements), Section 4.07 (Litigation), Section 4.14 (Law; Environment) and Section 4.17 (Accuracy of Information) are incorrect, incomplete or misleading as a result of (or in the case of the representations and warranties contained in Section 4.07, directly resulting from) the matters identified in the Borrower’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 (it being understood that any certificate to be delivered pursuant to this Section may be so qualified);

          2.9 Amendment to Section 2.22.3(iii)(c) . Section 2.22.3(iii)(c) of the Credit Agreement is hereby amended by deleting such Section in its entirety and inserting in lieu thereof the following:

     (c) [Intentionally Omitted.]

          2.10 Amendment to Section 2.22.6(c) . Section 2.22.6(c) of the Credit Agreement is hereby amend