LOAN AGREEMENT

Exhibit 10.1

LOAN AGREEMENT

                THIS AGREEMENT is made as of February 26, 2009

A M O N G:

RECITALS:

                NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

               For the purposes of this Agreement:

1.1.1 “ Acquired Property ” means a Property in respect of which a Brookfield Homes’ Entity acquires an interest after the date hereof where funds from the Loan are used to purchase such Property in accordance with this Agreement;

1.1.2 “ Acquired Property Financing ” means any financing or refinancing that is secured, directly or indirectly, by a lien against all or any part of an Acquired Property and that is approved by the Lender, acting reasonably, other than any such financing or refinancing arranged with the Lender;

1.1.3 “ Advance ” has the meaning ascribed thereto in Section 2.3.1;

1.1.4 “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under direct or indirect common Control with, such Person;

1.1.5 “ Agreement ” means this agreement and all schedules attached to this agreement, in each case as they may be amended, restated or supplemented from time to time; the expressions “ hereof ”, “ herein ”, “ hereto ”, “ hereunder ”, “ hereby ” and similar expressions refer to this Agreement as a whole and not to any particular article, Section, schedule or other portion hereof, and the expression “article” and “Section” followed by a number, and “schedule” followed by a number, mean and refer to the specified article or Section of or schedule to this Agreement, except as otherwise specifically provided herein;

1.1.6 “ Applicable Laws ” means, in respect of any person, property, transaction, event or course of conduct, all applicable laws (including common law), statutes, rules, by-laws and regulations, regulatory policies and all applicable official directives, orders, clean-up guidelines, judgments and decrees of Governmental Bodies;

1.1.7 “ Brookfield Homes Entities ” means, collectively, the Borrower and all of its present and future Subsidiaries; and “ Brookfield Homes Entity ” means any one of them;

1.1.8 “ Borrower ” means BROOKFIELD HOMES HOLDINGS INC.;

1.1.9 “ Borrower Financial Statements ” means the consolidated audited financial statements of the Borrower dated as of December 31, 2008;

1.1.10 “ Borrowing Notice ” means a notice substantially in the form of Schedule A;

1.1.11 “ Business Day ” means a day on which banks are generally open for business in New York, New York;

1.1.12 “ Change of Control ” means any change in the Control (or agreement to effect a change in the Control) of the Borrower, including the acquisition by a Person or group of Persons of Control of the Borrower;

1.1.13 “ Control ” (including, with correlative meanings, the terms “Controlled by ” and “Controlled with ” and “Controlling" ) means, in respect of any Person, (i) the ownership, beneficially or legally, of voting securities or interests in the capital of such Person to which are attached more than 50% of the votes that may be cast to elect the directors or management of such Person, and where such votes are sufficient to elect a majority of the directors or management thereof, including, in the case of a limited partnership, the ownership of more than 50% of the limited partnership interests in such limited partnership, or (ii) the ability, directly or indirectly, to direct or cause the direction of the management and policies of the Person, whether through ownership of voting securities or other interests, including, without limitation, through a limited partnership interest, or by contract or otherwise;

1.1.14 “ Default ” means any event which, but for the lapse of time, giving of notice or both, would constitute an Event of Default;

1.1.15 “ Designated Property ” means an Acquired Property, and “ Designated Properties ” means, collectively, all Acquired Properties;

1.1.16 “ Designated Property Disposition ” means any Disposition of a Designated Property that is approved by the Lender, acting reasonably;

1.1.17 “ Disposition ” means any direct or indirect sale, transfer, lease or other disposition of all or any part of a Property;

1.1.18 “ Due Date ” means the earlier of (a) the Maturity Date, and (b) such earlier date as the entire balance of the Loan becomes due hereunder, whether by acceleration or otherwise;

1.1.19 “ Event of Default ” has the meaning attributed to such term in Section 8.1;

1.1.20 “ Facility ” means the credit facility made available to the Borrower by the Lender pursuant to Section 2.1, which facility will become due on the Due Date;

1.1.21 “ Governmental Body ” means any government, or any regulatory authority, agency, commission or board of any government, or any court or (without limitation to the foregoing) any other law, regulation or rule-making entity (including, without limitation, any central bank, fiscal or monetary authority or authority regulating banks), having or purporting to have jurisdiction in the relevant circumstances, or any Person acting under the authority of any of the foregoing (including, without limitation, any arbitrator);

1.1.22 “ Initial Advance ” means the first Advance made under the Facility;

1.1.23 “ Interest Rate ” has the meaning ascribed thereto in Section 3.1;

1.1.24 “ Interest Payment Period ” has the meaning ascribed thereto in Section 3.2;

1.1.25 “ Loan ” means the loans outstanding under the Facility;

1.1.26 “ Loan Documents ” means this Agreement and each other agreement, instrument or document now or hereafter executed and delivered to the Lender under, in connection with or pursuant to any of them, and, in the singular, any one of such Loan Documents;

1.1.27 “ Material Contracts ” means, collectively, at any time, all contracts, agreements, documents and instruments, now existing or from time to time entered into in the future, which are material to the operation, use, ownership, management or development of any Designated Property;

1.1.28 “ Maturity Date ” means December 31, 2012;

1.1.29 “ Maximum Available Amount ” means $25,000,000;

1.1.30 “ Person ” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative or Governmental Body;

1.1.31 “ Obligations ” means all indebtedness, liabilities and other obligations of the Borrower to the Lender hereunder or under any Loan Document or other document delivered pursuant to, or arising from dealings between the Lender and the Borrower, whether actual or contingent, direct or indirect, matured or not, now existing or arising hereafter;

1.1.32 “ Property ” means any property (including all lands, buildings, improvements, equipment, structures, appurtenant rights thereto, and other property owned in connection therewith) in respect of which a Brookfield Homes Entity now or hereafter acquires an interest; and “ Properties ” means, collectively, all such Properties and includes, without limitation, the Designated Properties;

1.1.33 “ Property Proceeds ” means, in respect of any Designated Property or Acquired Property, all direct and indirect gross proceeds received from any Designated Property Disposition and/or Acquired Property Financing with respect thereto, less all reasonable out-of-pocket fees, commissions, costs and expenses incurred by the relevant Brookfield Homes Entity in respect thereof and the amount that is outstanding under any mortgage that was secured against such Acquired Property as at the date of its acquisition by the relevant Brookfield Homes Entity;

1.1.34 “ Subsidiary ” has the meaning given to that term under Rule 12b-2 of the Securities and Exchange Act of 1934;

               Words importing the singular include the plural and vice versa and words importing gender include all genders.

               Each of the provisions contained in any Loan Document is distinct and severable and a declaration of invalidity, illegality or unenforceability of any such provision or part thereof by a court of competent jurisdiction will not affect the validity or enforceability of any other provision of such Loan Document or of any other Loan Document. To the extent permitted by Applicable Laws, the parties waive any provision of Applicable Laws which renders any provision of any Loan Document invalid or unenforceable in any respect. Without limiting the generality of the foregoing, if any amounts on account of interest or fees or otherwise payable by the Borrower to the Lender hereunder exceed the maximum amount recoverable under Applicable Laws, the amounts so payable hereunder will be reduced to the maximum amount recoverable under Applicable Laws.

               The division of a Loan Document into articles and Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of such Loan Document.

               Except as otherwise specifically provided, the Loan Documents will be governed by and construed in accordance with the laws of the State of Delaware and the federal laws of the United States applicable therein.

               Except as otherwise specifically provided, reference in any Loan Document to any Loan Document, contract, agreement or any other instrument will be deemed to include references to the same as varied, amended, supplemented, restated, renewed, extended or replaced from time to time, and reference in any Loan Document to any enactment, including without limitation, any statute, law, by-law, regulation, ordinance or order, will be deemed to include references to such enactment as re-enacted, amended or extended from time to time.

               All monetary amounts in this Agreement are stated in United States dollars.

               If there is any inconsistency between the terms of this Agreement and the terms of any other Loan Document, the provisions hereof will prevail to the extent of the inconsistency.

               Except as otherwise specifically provided herein, where any payment is required to be made or any other action is required to be taken on a particular day and such day is not a Business Day and, as a result, such payment cannot be made or action cannot be taken on such day, then this Agreement will be deemed to provide that such payment will be made or such action will be taken on the first Business Day after such day. If the payment of any amount is deferred for any period under this Section, then such period will, unless otherwise provided herein, be included for purposes of the computation of any interest or fees payable hereunder.

               The following schedule annexed hereto will, for all purposes hereof, form part of this Agreement:

               Schedule A — Borrowing Notice

ARTICLE 2

CREDIT FACILITY

               Subject to the terms and conditions of this Agreement, the Lender hereby establishes a revolving term credit facility (the “Facility”) in favor of the Borrower (the “Loan”) in an amount equal to the Maximum Available Amount, if and to the extent permitted to be outstanding hereunder, under which amounts may be borrowed, repaid and re-borrowed until the Due Date.

               The Facility will be used by the Borrower to fund the acquisition of residential development properties consistent with the existing business of the Borrower, provided that up to $5,000,000 of the Facility may be used by the Borrower for general corporate purposes not specific to the acquisition of an Acquired Property.

2.3.1 Each request by the Borrower for an advance under the Facility (an “Advance”), will be made by the delivery of a duly completed and executed Borrowing Notice to the Lender not later than 12:00 p.m. (New York time) on the third Business Day prior to the date of the proposed Advance. Each Borrowing Notice will specify the purpose of the proposed Advance and if the purpose is to fund the acquisition of an Acquired Property, the requirements of Section 4.1 will have been complied with in respect of such proposed acquisition (including the Lender having approved the proposed Acquired Property).

2.3.2 Each Advance will be in an amount which is at least equal to $1,000,000 and is an integral multiple of $100,000.

2.3.3 The aggregate of all Advances may not exceed the Maximum Available Amount.

2.3.4 No Advance will be made within 30 days of the Maturity Date.

2.3.5 At the option of the Lender, the proceeds of any Advance that is to be used by the Borrower to acquire a property may, at the option of the Lender, be funded into a solicitor’s account to be released concurrently with and for the purposes of the closing of the Borrower’s acquisition of the particular property and such property becoming an Acquired Property for purposes of this Agreement.

               The Borrower will repay all Obligations, including all principal, interest and other amounts owing under the Loan, to the Lender in full on the Due Date.

2.5.1 The Borrower may, upon three (3) Business Days’ notice to the Lender stating the proposed date of the prepayment, prepay without penalty, bonus or premium, all of the principal outstanding under the Loan or any part thereof (subject, in the case of partial prepayment, to payment in multiples of $1,000,000, except for mandatory payments required hereunder), which sum, subject to compliance with the terms herein, may be re-borrowed. Any prepayments of the Loans in full must be accompanied with all interest and other amounts due under the Loan Documents. Interest accrued and owing in respect of any other principal prepayments will be paid on the last day of the current Interest Payment Period in accordance with Section 3.2.

2.5.2 The Borrower will, upon the closing of each Designated Property Disposition or Acquired Property Financing that is approved by the Lender, pay to the Lender an amount equal to the Property Proceeds, and each repayment made pursuant to this Section 2.5.2 will be applied to reduce the principal amount of the Loan then outstanding.

               Upon the repayment of the Loan upon acceleration hereunder, the Borrower will pay to the Lender all accrued interest to the date of such payment on the principal amount paid. With respect to any other payment of any portion of the principal amount outstanding under the Loan prior to the Maturity Date, whether such payment is an optional prepayment under Section 2.5.1, a mandatory prepayment required by Section 2.5.2, or a mandatory prepayment required by any other provision of this Agreement or any other Loan Document, accrued interest will continue to be payable on the last day of each Interest Payment Period in accordance with the terms of Section 3.2 hereof.

               All payments in respect of the Loan (in respect of principal, interest, fees or otherwise) will be made by the Borrower to the Lender no later than 12:00 p.m. (New York time) on the due date thereof to the account specified therefor by the Lender in writing from time to time. Any payments received after such time will be considered for all purposes as having been made on the following Business Day unless the Lender otherwise agrees in writing.

               The Lender will maintain and keep accounts showing the amount of the Loan advanced by the Lender, the date of each Advance, the interest, fees and other charges accrued thereon or applicable thereto from time to time, and each payment of principal, interest and fees under the Facility. The Lender will provide to the Borrower a monthly statement of the foregoing, provided that, for certainty, the Lender will not be liable for any failure to deliver any such statement. At all times and for all purposes, such accounts maintained by the Lender will constitute prima facie evidence, in the absence of manifest error, of the matters recorded therein.

ARTICLE 3

INTEREST AND FEES

               Subject to Section 3.3, the Loan will bear interest on the outstanding principal amount thereof at a rate equal to (i) 12% from and including the date of first advance to December 31, 2010, (ii) 14% from and including January 1, 2011 to December 31, 2011, and (iii) 16% from and including January 1, 2012 to December 31, 2012 (the “Interest Rate”).

               Interest on the Loan will