“ First Amendment ” means that certain First Amendment to Second Amended and Restated Revolving Credit Loan Agreement dated as of February 11, 2009.

“ First Amendment Effective Date ” has the meaning assigned to such term in the First Amendment.

B.            Subsection 1.1 of the Loan Agreement is hereby further amended by deleting the definition of “Applicable Spread”, “Facility Amount”, “Letter of Credit”, “Letter of Credit Advance”, “Letter of Credit Sublimit”, “Liquidity”, “Notice of Borrowing” and “Revolving Sublimit” therefrom in their entirety and substituting the following therefor:

“ Applicable Spread ” means 5.25% per annum.”

“ Facility Amount ” means $405,000,000, or such lower amount resulting from a permanent reduction in the Facility Amount in accordance with the terms of this Agreement; provided that the Facility Amount shall be permanently reduced to $375,000,000 on July 16, 2009 if the Facility Amount has not otherwise been reduced to or below $375,000,000 in accordance with the terms of this Agreement prior to July 16, 2009.  In each case, the Facility Amount includes the Revolving Sublimit, the Letter of Credit Sublimit and the Swing Line Limit.

“ Letter of Credit ” means (a) each letter of credit identified on Schedule 1.1D which has heretofore been issued with respect to a Borrowing Base Project, or to developments previously completed by a Borrower, or to an Eligible Project that secures the Line of Credit and satisfies the requirements of Section 4.1.11, or which is a Financial Letter of Credit, (b) each letter of credit issued by Agent on behalf of the Lenders for the benefit of Borrower that are to be issued by Agent to be for the purpose of providing security, including for the benefit of the issuer of a surety or performance bond, for (i) the construction by a Borrower of Improvements and other municipal and public facilities related to Borrowing Base Projects deemed to be financed under the Revolving Sublimit by their inclusion in the Borrowing Base, (ii) maintenance by a Borrower of Improvements and other municipal and public facilities related to the Borrowing Base Projects financed under the Revolving Sublimit, and (iii) deposits under purchase contracts for residential land to which a Borrower is a party, as permitted by Section 8.5, but excluding deposits for Real Estate subject to a purchase money mortgage constituting a Permitted Lien, and (c) any letter of credit issued by Agent in favor of any bank that is not a Lender to secure any Borrower’s reimbursement obligations on account of letters of credit and tri-party agreements issued by such bank of the type described in clause (b)(i) or (b)(ii) of this definition or in the definition of “Tri-Party” Agreement contained herein, as identified on Schedule 1.1.D .  Notwithstanding the foregoing, no Letter of Credit may be issued in connection with any Joint Venture or any Person that is not a Borrower or a Guarantor, except that Issuer may issue Letters of Credit solely to the extent required to comply with the reserve requirements under the OHI Financing Subordinated Debt in an aggregate amount not to exceed $7,500,000.

“ Letter of Credit Advance ” has the meaning defined in Section 2.1.4.5.

2

“ Letter of Credit Sublimit ” means $30,000,000.

“ Liquidity ” means, at any time, the sum of all (i) Cash,  cash from the sale of settled Units due from title companies, and Cash Equivalents of Guarantor and all Borrowers, each on a consolidated basis plus (ii) the amount by which the then-current Borrowing Base Availability exceeds the then-outstanding principal balance of the Loans plus Swing Line Loans minus (iii) the amount by which the then-outstanding principal balance of the Loans plus Swing Line Loans exceeds the then-current Borrowing Base Availability.

“ Notice of Borrowing ” means a written notice from a Borrower to Agent, in the appropriate form that is attached hereto as Exhibit 1.1F , requesting that a Loan or a Swing Line Loan in a specified amount be advanced to such Borrower on a specified Funding Date.

“ Revolving Sublimit ” means $405,000,000; provided that the Revolving Sublimit shall be permanently reduced to $375,000,000 on July 16, 2009.

1.2          Amendment to Article II:  Amounts and Terms of the Facility; Security for the Facility .

A.            Subsection 2.1.3 of the Loan Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:

“2.1.3      Amount and Availability of Letters of Credit and Tri-Party Agreements .  Provided that no Event of Default has occurred and is continuing, and subject to the terms and conditions set forth herein, Borrowers may request, and Agent, pursuant to this Section 2.1.2 shall issue or execute on behalf of the Lenders; (i) Letters of Credit or Tri-Party Agreements to assure Governmental Authorities of the completion of Improvements that are to be constructed in Projects and financed with the proceeds of Loans, but only if in each instance Agent’s liability under such Letter of Credit or Tri-Party Agreement is subject to periodic reduction by the beneficiary thereof as construction of the subject Improvements is completed (including Letters of Credit issued for the benefit of the issuer of a surety or performance bond issued for any purpose described in this clause (i)), (ii) Letters of Credit to assure Governmental Authorities that Borrowers will perform their maintenance obligations with respect to Improvements financed with the proceeds of Loans (including Letters of Credit issued for the benefit of the issuer of a surety or performance bond issued for any purpose described in this clause (ii)), (iii) Letters of Credit that are in lieu of cash deposits under agreements of sale for the purchase of Real Estate, Lots or Units by Borrowers permitted pursuant to Section 8.5 and not subject to purchase money mortgage other than those securing the Indebtedness, (iv) Letters of Credit issued as a replacement or extension of any Letter of Credit identified on Schedule 1.1D to the extent any such Letter of Credit does not otherwise fall under clauses (i), (ii), (iii) or (v) so long as such Letter of Credit is related to an Eligible Project that secures the Line of Credit and satisfies the requirements of Section 4.1.11, or such Letter of Credit has heretofore been issued with respect to a Borrowing Base Project or with respect to developments previously completed by a Borrower, and (v) Letters of

3

Credit solely to the extent required to comply with the reserve requirements under the OHI Financing Subordinated Debt in an aggregate amount not to exceed $7,500,000.  Letters of Credit of the type described in clauses (iii) and (v) are sometimes referred to in this Agreement as “ Financial Letters of Credit .”  Each Letter of Credit identified on Schedule 1.1D also shall be deemed to have been issued on behalf of the Lenders.  No Letter of Credit or Tri-Party Agreement shall be issued or executed by Agent if, as a result thereof, (x) the aggregate liability of Agent and all other Issuers under all Letters of Credit and Tri-Party Agreements then outstanding or in effect would exceed the Letter of Credit Sublimit or (y) the aggregate liability of Agent under all outstanding Financial Letters of Credit would exceed $15,000,000.”

B.            Section 2.1.4.3 of the Loan Agreement is hereby amended by deleting “No Letter of Credit shall be issued” and substituting “No Letter of Credit shall be issued or renewed”.  Section 2.1.4.3 is hereby further amended by deleting “to be held as cash Collateral” and substituting “to be held as cash collateral in the Collateral Account” therefor.

C.            Section 2.1.4.4 of the Loan Agreement is hereby amended by deleting it in its entirety and substituting the following therefor and adding the following new Section 2.1.4.5 thereafter:

“2.1.4.4   No Letter of Credit shall be issued or renewed or Tri-Party Agreement executed or maintained while any Lender is a Defaulting Lender except if the Borrowers have delivered to Agent good funds equal to each such Defaulting Lender’s Pro Rata Share of such Letter of Credit or Tri-Party Agreement, to be held as cash collateral in the Collateral Account for Borrowers’ reimbursement obligations and other Indebtedness.

2.1.4.5     Any payment made by any Issuer pursuant to a Letter of Credit or Tri-Party Agreement that is not reimbursed within three (3) Business Days of such payment date shall be deemed to be a Loan (or, as provided in this Section 2.1.4.5 a Letter of Credit Advance) that was requested by Borrowers pursuant to Section 2.1.1, notwithstanding that Borrowers did not provide Agent with a Notice of Borrowing.  If any Letter of Credit or Tri-Party Agreement was issued, renewed, executed or maintained while any Lender was a Defaulting Lender, then (x) the Agent shall apply cash collateral from the Collateral Account as reimbursement of such payment in the amount of the Pro Rata Share of each Lender that was a Defaulting Lender at the time the subject Letter of Credit or Tri-Party Agreement was issued, renewed, executed or maintained and (y) the Loan deemed made in the preceding sentence shall be apportioned among those Lenders that were Non-Defaulting Lenders at the time the subject Letter of Credit or Tri-Party Agreement was issued, renewed, executed or maintained based on their Pro Rata Share of the amount of the Letter of Credit or Tri-Party Agreement issued, such that the Issuer is completely reimbursed by such Loan for the payment made under such Letter of Credit or Tri-Party Agreement.  If the making of a Loan as the result of a drawing under a Letter of Credit or a demand for payment under a Tri-Party Agreement would cause the aggregate amount of all outstanding Loans to exceed the then-current Borrowing Base Availability, the amount of such excess shall be deemed to be a “ Letter of Credit Advance .”

4

D.            Section 2.3.1 of the Loan Agreement is hereby amended by renumbering the existing Section 2.3.1.7 as 2.3.1.8 and adding the following new Section 2.3.1.7 before the new Section 2.3.1.8 therein:

“2.3.1.7   Within one Business Day after receipt of any Refund Collateral (as defined in the Security Agreement) by any Borrower or Guarantor, the Borrower shall prepay the Loans in an aggregate amount equal to the Refund Collateral (as defined in the Security Agreement).  Any Refund Collateral received directly by Agent shall be applied to the Indebtedness and Agent shall provide notice of receipt of such Refund Collateral to Master Borrower.”

E.             Section 2.3.2.1 of the Loan Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:

“2.3.2.1   Each Letter of Credit Advance must be repaid on the first to occur of (i) 5 Business Days after the Letter of Credit Advance was made, (ii) the Maturity Date or (iii) the date when the Borrowing Base Availability next exceeds the aggregate outstanding principal balance of all Loans (whether as a result of an increase in Borrowing Base Availability or repayment of a prior Loan), in which event the outstanding Letter of Credit Advances shall be repaid with the proceeds of a Loan to the extent then available under the Line of Credit, such Loan to be applied to outstanding Letter of Credit Advances in the order in which they were made.  Each such Loan, to the extent a new Loan may then be borrowed pursuant to Section 2.1.1, shall be made automatically by the Lenders, without receipt of a Notice of Borrowing from Borrowers, and except as aforesaid no Loan shall be made at a time when any Letter of Credit Advance is outstanding.  If any Letter of Credit or Tri-Party Agreement was issued, renewed, executed or maintained while any Lender was a Defaulting Lender, then the Loan deemed made to repay a related Letter of Credit Advance shall be apportioned among those Lenders that were Non-Defaulting Lenders at the time the subject Letter of Credit or Tri-Party Agreement was issued, renewed, executed or maintained based on their Pro Rata Share of the amount of the Letter of Credit or Tri-Party Agreement issued such that the Issuer is completely reimbursed by such Loan for the Letter of Credit Advance relating to such Letter of Credit or Tri-Party Agreement.”

F.             Section 2.3.3.1 of the Loan Agreement is hereby amended by adding the following new sentence the end thereof:

“If the amount of any Swing Line Loan was reduced pursuant to 2.1.2 by a Defaulting Lender’s Pro Rata Share thereof, then the Loan deemed made to repay such Swing Line Loan shall be apportioned among those Lenders that were Non-Defaulting Lenders at the time such Swing Line Loan was requested based on their Pro Rata Share of the amount of the Swing Line Loan requested such that the Swing Line Lender is completely reimbursed by such Loan for the Swing Line Loan being repaid.”

5

1.3          Amendments to Article III:  Notice of Borrowing; Borrowing Base; Borrowing Base Availability .

A.            Section 3.3.2.4 of the Loan Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:

“3.3.2.4   The maximum Borrowing Base Availability attributable to Asset Class (ii), including model Units, determined on the basis of any Borrowing Base Certificate (a) that is delivered before July 31, 2009 in accordance with Section 3.4 shall not exceed 58% and (b) that is delivered on or after July 31, 2009 in accordance with Section 3.4 shall not exceed 45%, in each case of the aggregate Borrowing Base Availability attributable to Asset Classes (i) and (ii) (including model Units) as shown on any such Borrowing Base Certificate.”

B.            Section 3.3.2.5 of the Loan Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:

“3.3.2.5   The maximum percentage of Borrowing Base Availability attributable to Asset Classes (iii), (iv) and (v), based on Borrowing Base Certificates (a) delivered before July 31, 2009, shall be 65%, and (b) delivered on or after July 31, 2009 shall be 55%, in each case of the total Borrowing Base Availability as shown thereon; provided that at no time shall Borrowing Base Availability attributable to Asset Classes (iii), (iv) and (v) exceed the following (with such limitations to be reduced dollar for dollar at the time and in the amounts of any impairments with respect to assets in Asset Classes (iii), (iv) and (v) and included in the Borrowing Base taken by Borrowers):

(i)            Beginning with the Borrowing Base Certificate delivered on or after the First Amendment Effective Date: $235,000,000;

(ii)           Beginning with the Borrowing Base Certificate delivered on or after July 31, 2009: $200,000,000; and

(iii)          Beginning with the Borrowing Base Certificate delivered after September 30, 2009: $190,000,000.”

1.4          Amendments to Article IV: Conditions of Lending .

A.            Section 4.1.3 of the Loan Agreement is hereby amended by deleting the reference to “30 days after the Closing Date” and substituting “10 Business Days after the First Amendment Effective Date” therefor.

B.            Section 4.1.11 of the Loan Agreement is hereby amended by deleting the reference to “90 days after the Closing Date” and substituting “45 days after the First Amendment Effective Date” therefor.

C.            Section 4.3.5 of the Loan Agreement is hereby amended by deleting the reference to “$32,500,000” and substituting “$15,000,000” therefor.

1.5          Amendments to Article VI: Affirmative Covenants .  Section 6.1 of the Loan Agreement is hereby amended by deleting paragraph 6.1.9 in its entirety and substituting the following therefor:

6

“6.1.9      Within fifteen (15) days after the end of each Fiscal Quarter, an aging report of all Lots owned by any Borrower, and within twenty (20) days after the end of each Fiscal Quarter, a consolidated list of all accounts payable of any Borrower, and an aging report of such accounts payable.”

1.6          Amendments to Article VII:  Negative Covenants .

A.            Section 7.9 of the Loan Agreement is hereby amended by deleting paragraphs, (i) and (ii) therein and substituting the following therefor:

“(i)          [Intentionally Omitted];

(ii)           [Intentionally Omitted];”

B.            Subsection 7.10 of the Loan Agreement is hereby amended by deleting the references to “$32,500,000” and substituting “$15,000,000” therefor.

1.7          Amendments to Article VIII: Financial Covenants .

A.            Section 8.2 of the Loan Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:

“8.2         Consolidated Tangible Net Worth .  As of the last day of any Fiscal Quarter, the Consolidated Tangible Net Worth of the Guarantor shall not be less than $25,000,000; provided that such covenant amount shall be (I) reduced by the sum of, without duplication (x) any impairments or other charges under GAAP on assets in the Borrowing Base taken by the Guarantor and recorded in respect of the fiscal quarters ended December 31, 2008 and March 31, 2009, plus (y) any additional Deferred Tax Asset valuation allowance reserves recorded in respect of the fiscal quarters ended December 31, 2008 and March 31, 2009, plus (z) any impairments or write-offs relating to tangible assets or pre-acquisition costs not contained in the Borrowing Base recorded in respect of the fiscal quarters ended December 31, 2008 and March 31, 2009 ( provided that the aggregate reduction pursuant to this clause (I) shall not exceed $15,000,000) and (II) increased by the sum of, without duplication (1) any favorable adjustment to the Deferred Tax Asset valuation allowance recorded in respect of the fiscal quarters ended December 31, 2008 and March 31, 2009 plus (2) 50% of positive quarterly net income after March 31, 2008 plus (3) 50% of any Net Securities Proceeds received by the Borrowers and Guarantor after March 31, 2008.”

B.            Section 8.5 of the Loan Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:

“8.5         Real Estate Acquisitions .  No Borrower or Guarantor shall purchase any Real Estate, Lots or Units after the Closing Date, except for Improved Land (i.e., finished Lot takedowns and/or controlled rolling Lot options) purchased by the Borrower in the normal course of business, consistent with the projections provided to the Lenders.”

7

C.            Section 8.7 of the Loan Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:

“8.7         Cash Flow From Operations .  As of the last day of each of the following Fiscal Quarters, the Cash Flow Coverage Ratio shall be greater than or equal to:

D.            Section 8.8 of the Loan Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:

“8.8         Liquidity .  The Liquidity at all times shall be not less than $10,000,000.”

1.8          Amendments to Article IX: Events of Default .  Section 9.2 of the Loan Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:

“9.2         The failure of Borrowers to observe or perform any promise, covenant, warranty, obligation, representation or agreement in this Agreement or in any other Loan Document, or in any other document evidencing or securing any of the Indebtedness or the repayment thereof (and not specifically addressed in the other Sections of this Article IX), within fifteen (15) days after written notice from Agent; provided that the notice and cure period contained in this Section 9.2 shall not apply to the breach of any covenant or obligation contained in Sections 3.4, 6.5, 7.1, 7.2, 7.3, 7.6, 7.9 or 7.10 or in Article VIII (other than Section 8.8), or to any other failure that, by its nature, is not susceptible to being cured by Borrowers or Guarantor; provided further that the notice period contained in this Section 9.2 shall not apply to a breach of the covenant set forth in Section 8.8 and a breach of the covenant set forth in Section 8.8 shall constitute an Event of Default only if not cured within five (5) Business Days after the occurrence of such breach.”

1.9          Amendments to Article XI: The Agent .

A.            Section 11.13 of the Loan Agreement is hereby amended by deleting “or” before clause (iv) therein and adding the following new clause (v) after clause (iv): “, or (v) has been placed under a receivership or conservatorship by the Federal Deposit Insurance Corporation”.

B.            Section 11.13.1 of the Loan Agreement is hereby amended by deleting it in its entirety and substituting the following therefor:

8

“11.13.1  The Defaulting Lender’s right to participate in the administration of the Loan and the Loan Documents, including without limitation, any rights to vote upon, consent to or direct any action of Agent or Lenders shall be suspended and such rights shall not be reinstated unless and until such default is cured and the Defaulting Lender shall be deemed to have acted with respect to such specific matter in the same manner as the majority of other Lenders (other than the Defaulting Lenders) that have expressly voted, consented or withheld consent, or directed any action of Agent or Lenders; provided that if Agent is a Defaulting Lender, Agent shall continue to have all rights provided for in this Agreement with respect to the administration of the Loan, unless Requisite Lenders vote to remove and replace such Agent as provided in Section 11.9.”

C.            Section 11.13 of the Loan Agreement is hereby further amended by adding the following new Section 11.13.6 before the last paragraph therein:

“11.13.6  Notwithstanding anything in Section 2.12.6 to the contrary, if any Defaulting Lender has failed to advance its Pro Rata Share of the Loans requested by Borrower and its share of outstanding Loans is less than its Pro Rata Share, (a) interest payments received by Agent shall be apportioned to each Lender based on its share of outst