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TOUSA, Inc.
4000 Hollywood
Boulevard
Suite 500 N
Hollywood, FL 33021
T 954.364.4000 F
954.364.4010
www.tousa.com
dated as of
February 13, 2008
Paul, Weiss, Rifkind,
Wharton & Garrison LLP
1285 Avenue of Americas
New York, New York 10019
Attn : Andrew Rosenberg
Re: Consent to Termination
of the Restructuring Support Agreement
Dear
Mr. Rosenberg:
Reference is made to
(i) that certain Restructuring Support Agreement dated
January 28, 2008 (“ Support Agreement ”),
by and among TOUSA, Inc. and certain of its affiliate signatories
thereto (the “ Debtors ”), and certain holders
(each, a “ Senior Note Holder ” and
collectively, the “ Consenting Holders ”) of the
9.0% Senior Notes due July 1, 2010 or the 8.25% Senior Notes
due April 1, 2011, both issued by TOUSA, Inc. (“
TOUSA ” or the “ Company ” and
together with the Consenting Holders, the “ Parties
”) and guaranteed by certain subsidiaries of TOUSA and
(ii) that certain Proposed Restructuring Term Sheet attached
as Exhibit A to the Support Agreement (the “
Term
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