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Delaware		1520		76-0460831
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

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		State or Other				Primary Standard				IRS
		Jurisdiction of				Industrial				Employer
		Incorporation or				Classification Code				Identification
Exact Name of Registrant as Specified in its Charter		Organization				Number				Number
Engle Homes Delaware, Inc.			Delaware				1520				51-0394120
Engle Homes Residential Construction, L.L.C.			Arizona				1520				32-0067156
Engle/ James, LLC			Colorado				1520				84-1442544
McKay Landing LLC			Colorado				1520				84-1488307
Newmark Homes Business Trust			Delaware				1520				76-6166146
Newmark Homes, L.L.C.			Delaware				1520				51-0461118
Newmark Homes, L.P.			Texas				1520				76-0515833
Newmark Homes Purchasing, L.P.			Texas				1520				76-0660771
Preferred Builders Realty, Inc.			Florida				1520				59-2552841
Silverlake Interests, L.C.			Texas				1520				74-2900725
TOI, LLC			Delaware				1520				27-0069855
TOUSA, LLC			Delaware				1520				20-2011139
TOUSA Associates Services Company			Delaware				1520				37-1448116
TOUSA Delaware, Inc.			Delaware				1520				20-0326629
TOUSA Funding, LLC			Nevada				1520				20-4100925
TOUSA Homes, Inc. (f/k/a Engle Homes, Inc.)			Florida				1531				59-2214791
TOUSA Homes Investment #1, Inc.			Delaware				1520				20-2343007
TOUSA Homes Investment #2, Inc.			Delaware				1520				20-2342930
TOUSA Homes Investment #1, L.P.			Delaware				1520				20-2342872
TOUSA Homes Investment #2, LLC			Delaware				1520				20-2343034
TOUSA Homes, L.P.			Delaware				1520				20-2011230
TOUSA Investment #1, LLC			Delaware				1520				20-2342545
TOUSA Investment #2, Inc.			Delaware				1520				20-2342846
TOUSA Investment #2, LLC			Delaware				1520				20-2342590
TOUSA Investment #3, LLC			Delaware				1520				20-2342622
TOUSA Investment #4, LLC			Delaware				1520				20-2342689
TOUSA Investment #5, LLC			Delaware				1520				20-2342722
TOUSA Mid-Atlantic Investment, LLC			Delaware				1520				20-2342899
TOUSA Realty, Inc.			Delaware				1520				20-2342780
TOUSA Ventures, LLC			Florida				1520				14-1876949
TOUSA/ West Holdings, Inc.			Delaware				1520				20-4450414

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The information in this prospectus is not complete and may be changed. We may not exchange these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to exchange these securities and it is not soliciting an offer to exchange these securities in any state where the offer or sale is not permitted.

	•	Maturity: April 1, 2011.
	•	Change of Control: We will be required to make an offer to purchase all or part of your notes at 101% of the aggregate principal amount plus accrued and unpaid interest, if any, to the date of repurchase.
	•	Interest: Paid semi-annually on April 1 and October 1 of each year, beginning on October 1, 2006.
	•	Guarantors: Our material domestic subsidiaries, other than our mortgage and title subsidiaries.
	•	Redemption by us: We may redeem all or part of the notes at any time by paying a “make-whole” premium based on U.S. Treasury rates as specified in this prospectus under “Description of the Notes — Optional Redemption.” Prior to April 1, 2009, we may redeem up to 35% of the notes with the net proceeds of certain equity offerings, at a price equal to 108.25% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, provided that at least 65% of the aggregate principal amount of the notes remains outstanding after the redemption.
	•	Ranking: The new notes will be senior unsecured obligations of Technical Olympic USA, Inc. The notes will rank equal in right of payment to all of our currently outstanding 9% senior notes, debt outstanding under our New Credit Facility and future unsecured senior debt, senior in right of payment to all of our currently outstanding 103/8% senior subordinated notes, 71/2% senior subordinated notes due 2015, 71/2 % senior subordinated notes due 2011 and our future unsecured senior subordinated debt, and will be junior in right of payment to all of our existing and future secured debt outstanding, if any, to the extent of the value of the collateral securing that debt.

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		Page
Prospectus Summary			1
Summary Financial and Operating Data			10
Risk Factors			12
Special Note Regarding Forward-Looking Statements			15
Use of Proceeds			16
Capitalization			17
Description of Other Material Indebtedness			18
The Exchange Offer			22
Description of the Notes			31
Material U.S. Federal Income Tax Considerations			73
Plan of Distribution			78
Legal Matters			79
Experts			79
Where You Can Find More Information; Incorporation by Reference			79
EX-23.1 Consent of Ernst & Young LLP
EX-99.1 Letter of Transmittal

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	•	was insolvent;
	•	was rendered insolvent by reason of such incurrence or grant;
	•	was engaged in a business or transaction for which the assets remaining with such subsidiary guarantor constituted unreasonably small capital; or
	•	intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured;

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	•	to us or one of our subsidiaries;
	•	to a qualified institutional buyer;
	•	to an institutional accredited investor;
	•	to a party outside the United States under Regulation S under the Securities Act;
	•	under an exemption from registration provided by Rule 144 under the Securities Act; or
	•	under an effective registration statement.

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	•	our expectations regarding growth opportunities in the homebuilding industry and our ability to successfully take advantage of such opportunities to expand our operations;
	•	our expectations regarding population growth and median income growth trends and their impact on future housing demand in our markets;
	•	our expectations regarding the impact of geographic and customer diversification;
	•	our ability to successfully integrate our current operations and any future acquisitions, and to recognize anticipated operating efficiencies, cost savings, and revenue increases;
	•	our expectations regarding our land and homesite acquisition strategy and its impact on our business, including our estimate of the number of years our supply of homesites affords us;
	•	our belief that homes in premier locations will continue to attract homebuyers in both strong and weak economic conditions;
	•	our expectations regarding future land sales;
	•	our belief regarding growth opportunities within our financial services business;
	•	our estimate that we have adequate financial resources to meet our current and anticipated working capital, including our annual debt service payments, and land acquisition and development needs;
	•	our expectations regarding the implementation of certain recent accounting pronouncements, including SFAS No. 123(R);
	•	the impact of inflation on our future results of operations;
	•	our expectations regarding our ability to pass through to our customers any increases in our costs;
	•	our expectations regarding the impact on our business and profits of intentional efforts by us and our joint ventures to slow sales rates to match production rates;
	•	our expectations regarding our continued use of option contracts, investments in unconsolidated joint ventures and other off-balance sheet arrangements to control homesites and manage our business and their effect on our business;
	•	our expectations regarding the labor and supply shortages and increases in costs of materials caused by recent hurricanes and the high cost of petroleum;
	•	our expectations regarding the housing market in 2006;
	•	our expectations regarding the portion of our combined home deliveries in 2006 that will come from the Phoenix market;
	•	our expectations regarding the effects of hurricane seasons and land development and permitting issues on our combined net sales orders; and
	•	our expectations regarding our use of cash in operations.

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	•	our significant level of debt and the impact of the restrictions imposed on us by the terms of this debt;
	•	our ability to borrow or otherwise finance our business in the future;
	•	our ability to identify and acquire, at anticipated prices, additional homebuilding opportunities and/or to effect our growth strategies in our homebuilding operations and financial services business;
	•	our relationship with Technical Olympic S.A. and its control over our business activities;
	•	our ability to successfully integrate and to realize the expected benefits of any acquisitions;
	•	economic or other business conditions that affect the desire or ability of our customers to purchase new homes in markets in which we conduct our business, such as increases in interest rates, inflation, or unemployment rates or declines in median income growth, consumer confidence or the demand for, or the price of, housing;
	•	events which would impede our ability to open new communities and/or deliver homes within anticipated time frames and/or within anticipated budgets;
	•	our ability to successfully enter into, utilize, and recognize the anticipated benefits of, joint ventures and option contracts;
	•	a decline in the value of the land and home inventories we maintain;
	•	an increase in the cost of, or shortages in the availability of, qualified labor and materials;
	•	our ability to successfully dispose of developed properties or undeveloped land or homesites at expected prices and within anticipated time frames;
	•	our ability to compete in our existing and future markets;
	•	the impact of hurricanes, tornadoes or other natural disasters or weather conditions on our business, including the potential for shortages and increased costs of materials and qualified labor and the potential for delays in construction and obtaining government approvals;
	•	an increase or change in government regulations, or in the interpretation and/or enforcement of existing government regulations; and
	•	the impact of any or all of the above risks on the operations or financial results of our unconsolidated joint ventures.

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					As of December 31,
					2005(1)
					Actual				As Adjusted
					(Dollars in millions,
					except par value)
Debt:
	Revolving credit facility(2)				$	65.0			$	—
	Senior notes due 2010, at 9%					300.0				300.0
	Senior notes due 2011, at 81/4 %					—				250.0
	Senior subordinated notes due 2012, at 103/8 %					185.0				185.0
	Senior subordinated notes due 2011, at 71/2 %					125.0				125.0
	Senior subordinated notes due 2015, at 71/2 %					200.0				200.0
		Total homebuilding borrowings(3)				875.0				1,060.0
	Financial services borrowings(4)(5)					35.1				35.1
		Total debt(3)			$	910.1			$	1,095.1
Common stock $.01 par value (97,000,000 shares authorized and 59,554,977 shares issued and outstanding)						0.6				0.6
Additional paid-in capital						480.5				480.5
Unearned compensation						(7.7	)			(7.7	)
Retained earnings						497.9				497.9
	Total stockholders’ equity					971.3				971.3
			Total capitalization		$	1,881.4			$	2,066.4

(1)	Excludes the impact, if any, of any original issue discount or premium.
(2)	As of March 31, 2006, there was approximately $300.0 million outstanding under our New Credit Facility.
(3)	Does not include obligations for inventory not owned of $124.6 million, all of which are non-recourse to us.
(4)	Represents warehouse lines of credit used to provide financing for the origination of mortgage loans.
(5)	As of March 31, 2006, there was approximately $40.7 million outstanding under our warehouse lines of credit.

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	•	our senior, unsecured obligations;
	•	equal in right of payment with all of our existing and future senior debt (including the Notes and amounts outstanding under our New Credit Facility);
	•	senior in right of payment to all our existing and future subordinated debt (including the Senior Subordinated Notes); and
	•	guaranteed on a senior, unsecured basis, by all of our material domestic subsidiaries, other than our mortgage and title subsidiaries.

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	•	incur additional debt;
	•	pay dividends or make other restricted payments;
	•	create or permit certain liens, other than customary and ordinary liens;
	•	sell assets other than in the ordinary course of our business;
	•	create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us;
	•	engage in transactions with affiliates; and
	•	consolidate or merge with or into other companies or sell all or substantially all of our assets.

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Interest

Interest Payable

Senior Subordinated Notes

per Annum

Semi-Annually in Arrears

Maturity

103/8 % Senior Subordinated Notes

103/8%

January 1 and July 1

July 1, 2012

2011 71/2 % Senior Subordinated Notes

71/2%

March 15 and September 15

March 15, 2011

2015 71/2 % Senior Subordinated Notes

71/2%

January 15 and July 15

January 15, 2015

	•	our senior subordinated, unsecured obligations;
	•	subordinated to all of our existing and future senior debt (including the 9% Senior Notes, amounts outstanding under our New Credit Facility and the notes);
	•	pari passu in right of payment with all of our existing and future senior subordinated debt;
	•	senior in right of payment to all of our future subordinated obligations; and
	•	guaranteed on a senior subordinated, unsecured basis by all of our material domestic subsidiaries, other than our mortgage and title subsidiaries.

		Clawback
Senior Subordinated Notes		Redemption Price				Clawback Date
103/8 % Senior Subordinated Notes			110.375%				July 1, 2005
2011 71/2 % Senior Subordinated Notes			107.50%				March 15, 2007
2015 71/2 % Senior Subordinated Notes			107.50%				January 15, 2008

	•	incur additional debt;
	•	pay dividends or make other restricted payments;

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	•	create or permit certain liens, other than customary and ordinary liens;
	•	sell assets other than in the ordinary course of our business;
	•	create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us;
	•	engage in transactions with affiliates;
	•	incur layered indebtedness; and
	•	consolidate or merge with or into other companies or sell all or substantially all of our assets.

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	•	are signed by the registered holder, unless the holder has completed the box entitled “special exchange instructions” or “special delivery instructions” on the letter of transmittal; or
	•	are tendered for the account of an eligible institution.

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	•	the book-entry transfer facility has received an expressed acknowledgment from a participant in its ATOP that is tendering old notes which are the subject of the book-entry confirmation;
	•	the participant has received and agrees to be bound by the terms of the letter of transmittal or, in the case of an agent’s message relating to guaranteed delivery, the participant has received and agrees to be bound by the notice of guaranteed delivery; and
	•	we may enforce the agreement against the participant.

	•	the tender is made through an eligible institution;
	•	prior to the expiration date, the agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, setting forth the name and address of the holder, the certificate number(s) of the old notes and the principal amount of old notes tendered and guaranteeing that, within three New York Stock Exchange trading days after the date of execution, the letter of transmittal or facsimile together with the certificate(s) representing the old notes or a book-entry confirmation of the old notes into the exchange agent’s account at the book-entry transfer facility and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and
	•	a properly completed and executed letter of transmittal for facsimile, as well as the certificate(s) representing all tendered old notes in proper form for transfer or a book-entry confirmation transfer of the old notes into the exchange agent’s account at the book-entry transfer facility and all other documents required by the letter of transmittal, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution.

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	•	specify the name of the person having deposited the old notes to be withdrawn (the “depositor”);
	•	identify the old notes to be withdrawn, including the certificates number(s) and principal amount of the old notes, or, in the case of old notes transferred by book-entry transfer, the name and number of the account at the book-entry transfer facility to be credited;
	•	be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee or other registrar register transfer of the old notes into the name of the person withdrawing the tender; and
	•	specify the name in which any of the old notes are to be registered, if different from that of the depositor.

	•	refuse to accept any old notes and return all tendered old notes to the tendering holders;
	•	extend the exchange offer and retain all old notes tendered prior to the expiration date, subject, however, to the rights of holders to withdraw the old notes (see “— Withdrawals of Tenders”); or
	•	waive the unsatisfied condition with respect to the exchange offer and accept all validly tendered old notes which have not been withdrawn. If the waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered holders, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during that five to ten business-day period.

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By Registered and Certified Mail		By Overnight Courier or Regular Mail:		By Hand Delivery
Wells Fargo Bank, National Association		Wells Fargo Bank, National Association		Wells Fargo Bank, National Association
Corporate Trust Operations		Corporate Trust Operations		Corporate Trust Services
MAC N9303-121		MAC N9303-121		608 2nd Avenue South
P.O. Box 1517		6th & Marquette Avenue		Northstar East Building — 12 th Floor
Minneapolis, MN 55480		Minneapolis, MN 55479		Minneapolis, MN 55402
Attention: Reorg		Attention: Reorg.		Attention: Reorg.
		or
		Facsimile: (612) 667-6282
		Telephone: (800) 344-5128

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	•	the new notes are acquired in the ordinary course of the holder’s business; and
	•	the holder is not participating, and has no arrangement or understanding with any person to participate, in a distribution within the meaning of the Securities Act of the new notes.

	•	is an “affiliate” of ours, within the meaning of Rule 405 under the Securities Act;
	•	does not acquire new notes in the ordinary course of its business;
	•	intends to participate in the exchange offer for the purpose of distributing new notes; or
	•	is a broker-dealer who purchased old notes directly from us,

	•	it is not an affiliate of ours;
	•	any new notes to be received by it are being acquired in the ordinary course of its business; and
	•	it has no arrangement or understanding with any person to participate in a distribution, within the meaning of the Securities Act, of new notes.

	•	acknowledge that it acquired the old notes for its own account as a result of market-making activities or other trading activities, and not directly from us; and
	•	agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of new notes.

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	•	keep the Exchange Offer Registration Statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resales of new notes acquired by broker-dealers for their own accounts as a result of market-making activities or other trading activities; and
	•	ensure that the Exchange Offer Registration Statement conforms with the requirements of the Registration Rights Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of 180 days from the date on which the Exchange Offer Registration Statement is declared effective.

	•	to us or one of our subsidiaries;
	•	to a qualified institutional buyer;
	•	to an institutional accredited investor;
	•	to a party outside the United States under Regulation S under the Securities Act;
	•	under an exemption from registration provided by Rule 144 under the Securities Act; or
	•	under an effective registration statement.

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	(a) we do not file on a timely basis either:

	(1) a registration statement to allow for an exchange offer, or
	(2) a resale shelf registration statement for the Notes;

	(b) the registration statement referred to above is not declared effective on a timely basis;
	(c) we do not complete the exchange offer on a timely basis; or
	(d) certain other conditions are not satisfied.

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	•	senior, unsecured obligations of the Company;
	•	equal in ranking (“pari passu”) with all existing and future senior debt of the Company;
	•	senior in right of payment to all existing and future Subordinated Debt of the Company;
	•	effectively subordinated in right of payment to all of our senior secured debt, if any, to the extent of the value of the collateral securing that debt; and
	•	guaranteed on a senior, unsecured basis by the Subsidiary Guarantors.

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	(a) If the Company sells or otherwise disposes of either:

	(1) its entire ownership interest in a Subsidiary Guarantor; or
	(2) all or substantially all the Property of a Subsidiary Guarantor, or

	(b) a Subsidiary Guarantor sells or otherwise disposes of either:

	(1) its entire ownership interest in another Subsidiary Guarantor; or
	(2) all or substantially all the Property of another Subsidiary Guarantor,

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	(a) 100% of the principal amount of the Notes to be redeemed; and
	(b) the sum of the present values of the remaining scheduled payments of principal and interest, but excluding accrued and unpaid interest to the redemption date, discounted to the redemption date at the Treasury Rate plus 50 basis points,

	(a) cause a notice of the Change of Control offer to be sent at least once to the Dow Jones News Service or a similar business news service in the United States; and
	(b) send, by first-class mail, with a copy to the Trustee, to each holder of Notes, at such holder’s address appearing in the security register for the Notes, a notice stating:

	(1) that a Change of Control has occurred and an offer is being made pursuant to the covenant entitled “Repurchase at the Option of Holders Upon a Change of Control” and that all Notes timely tendered will be accepted for payment;
	(2) the purchase price and the repurchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed;

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	(3) the circumstances and relevant facts regarding the Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and
	(4) the procedures that holders of Notes must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.

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	(a) cause a notice of the Notes Net Worth Offer to be sent at least once to the Dow Jones News Service or a similar business news service in the United States; and
	(b) send, by first-class mail, with a copy to the Trustee, to each holder of Notes, at such holder’s address appearing in the security register for the Notes, a notice stating:

	(1) that a Notes Net Worth Trigger Event has occurred and a Notes Net Worth Offer is being made and that all Notes timely tendered will be accepted for payment on a pro rata basis or otherwise in accordance with DTC’s applicable procedures;
	(2) the Notes Net Worth Offer Price, the Notes Net Worth Offer Amount and the Notes Net Worth Repurchase Date;
	(3) the date by which the Notes Net Worth Offer must be accepted; and
	(4) the procedures that holders of Notes must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that holders of Notes must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.

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	(1) such Debt is Debt of the Company or a Subsidiary Guarantor and, after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, either (a) the Consolidated Interest Coverage Ratio would be greater than 2.0 to 1 or (b) the Consolidated Debt to Consolidated Tangible Net Worth Ratio would not be greater than 3.0 to 1; or
	(2) such Debt is Permitted Debt.

	(a)(i) Debt of the Company evidenced by the Initial Notes and the Exchange Notes issued in exchange for such Initial Notes and in exchange for any Additional Notes; (ii) Debt of the Subsidiary Guarantors evidenced by the Senior Subsidiary Guaranties relating to the Initial Notes and the Exchange Notes issued in exchange for such Initial Notes and in exchange for any Additional Notes; (iii) Debt of the Company evidenced by the Outstanding Senior Notes; (iv) Debt of Subsidiary Guarantors evidenced by the Guaranties relating to the Outstanding Senior Notes; (v) Debt of the Company evidenced by the Outstanding Senior Subordinated Notes; and (vi) Debt of the Subsidiary Guarantors evidenced by the Guaranties relating to the Outstanding Senior Subordinated Notes;
	(b) Debt of the Company or a Subsidiary Guarantor under Credit Facilities, provided that the aggregate principal amount of all such Debt under Credit Facilities at any one time outstanding shall not exceed the greater of:

	(1) $800.0 million, which amount shall be permanently reduced by the amount of Net Available Cash used to Repay Debt under Credit Facilities and not subsequently reinvested in Additional Assets or used to Repay other Debt, pursuant to the covenant described under “— Limitation on Asset Sales;” and
	(2) 25% of Consolidated Net Tangible Assets;

	(c) Debt of the Company or a Subsidiary Guarantor in respect of Capital Lease Obligations and Purchase Money Debt, provided that:

	(1) the aggregate principal amount of such Debt does not exceed the Fair Market Value (on the date of the Incurrence thereof) of the Property acquired, constructed or leased; and
	(2) the aggregate principal amount of all Debt Incurred and then outstanding pursuant to this clause (c) (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this clause (c)) does not exceed $10.0 million;

(d) Debt of the Company owing to and held by any Wholly-Owned Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any Wholly-Owned Restricted Subsidiary; provided, however, that any subsequent issue or transfer of Capital Stock or other event that results in any such Wholly Owned Restricted Subsidiary ceasing to be a Wholly-Owned Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Company or a Wholly-Owned Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof;

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	(e) Debt of a Restricted Subsidiary outstanding on the date on which such Subsidiary is acquired by the Company or otherwise becomes a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Company or was otherwise acquired by the Company), provided that at the time such Restricted Subsidiary is acquired by the Company or otherwise becomes a Restricted Subsidiary and after giving effect to the Incurrence of such Debt, the Company would have been able to Incur $1.00 of additional Debt pursuant to clause (1) of the first paragraph of this covenant; and provided, further, such Restricted Subsidiary executes and delivers a supplemental indenture providing for a Subsidiary Guaranty in accordance with “— Future Subsidiary Guarantors” to the extent so required by that covenant;
	(f) Debt under Interest Rate Agreements entered into by the Company or a Subsidiary Guarantor for the purpose of limiting interest rate risk in the ordinary course of the financial management of the Company or such Subsidiary Guarantor and not for speculative purposes, provided that the obligations under such agreements are directly related to payment obligations on Debt otherwise permitted by the terms of this covenant;
	(g) Debt Incurred by the Company or a Subsidiary Guarantor under a Warehouse Facility provided that the amount of such Debt (including funding drafts issued thereunder) outstanding at any time pursuant to this clause (g) does not exceed the value of the Mortgages pledged to secure Debt thereunder;
	(h) Debt in connection with one or more standby letters of credit or payment or performance bonds issued by the Company or a Subsidiary Guarantor in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit;
	(i) Debt of a Foreign Restricted Subsidiary in an aggregate principal amount outstanding at any one time not to exceed $15.0 million;
	(j) Debt of a Domestic Restricted Subsidiary (other than a Subsidiary Guarantor) in an aggregate principal amount outstanding at any one time not to exceed $10.0 million;
	(k) Non-Recourse Debt of the Company or a Restricted Subsidiary;
	(l) Debt outstanding on the Issue Date not otherwise described in clauses (a) through (k) above;
	(m) Debt of the Company or a Subsidiary Guarantor in an aggregate principal amount outstanding at any one time not to exceed $35.0 million; and
	(n) Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (1) of the first paragraph of this covenant and clauses (a), (c), (e) and (l) above.

	(a) the Company shall not, and shall not permit any Subsidiary Guarantor to, Incur any Debt pursuant to this covenant, other than pursuant to clause (1) of the first paragraph of this covenant and clause (m) above, if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Debt in respect of the Notes or any Senior Subsidiary Guaranty unless such Debt shall be subordinated to the Notes or the applicable Senior Subsidiary Guaranty, as the case may be, to at least the same extent as such Subordinated Debt;
	(b) the Company shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor of the Notes to Incur any Debt pursuant to this covenant if the proceeds thereof are used, directly or indirectly, to Refinance any Debt of the Company or any Subsidiary Guarantor of the Notes; and

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	(c) accrual of interest, accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Debt, will be deemed not to be an Incurrence of Debt for purpose of this covenant.

	(a) a Default or Event of Default shall have occurred and be continuing;
	(b) the Company could not Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “— Limitation on Debt;” or
	(c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the June 2002 Notes Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) would exceed an amount equal to the sum of:

	(1) 45% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter during which the June 2002 Notes Issue Date occurs to the end of the most recent fiscal quarter ending at least 45 days prior to the date of such Restricted Payment (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus
	(2) 100% of the Capital Stock Sale Proceeds, plus
	(3) the aggregate net cash proceeds received by the Company or any Restricted Subsidiary from the issuance or sale after the June 2002 Notes Issue Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Company excluding,

	(x) any such Debt issued or sold to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees, and
	(y) the aggregate amount of any cash or other Property distributed by the Company or any Restricted Subsidiary upon any such conversion or exchange, plus

	(4) an amount equal to the sum of:

	(A) the net reduction in Investments in any Person other than the Company or a Restricted Subsidiary resulting from dividends, repayments of loans or advances or other transfers of Property, in each case to the Company or any Restricted Subsidiary from such Person since the June 2002 Notes Issue Date; and
	(B) the portion (proportionate to the Company’s equity interest in such Unrestricted Subsidiary) of the Fair Market Value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary;

	provided, however, that the preceding sum shall not exceed, in the case of any Person, the amount of Investments previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person, plus

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	(5) $15.0 million.

	(a) pay dividends on its Capital Stock within 60 days of the declaration thereof if, on the declaration date, such dividends could have been paid in compliance with the Indenture; provided, however, such dividends shall be included in the calculation of the amount of Restricted Payments;
	(b) purchase, repurchase, redeem, legally defease, acquire or retire for value its Capital Stock or Subordinated Debt in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock, and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees); provided, however, that

	(1) such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments, and
	(2) the Capital Stock Sale Proceeds from such exchange or sale shall be excluded from the calculation pursuant to clause (c)(2) above;

	(c) purchase, repurchase, redeem, legally defease, acquire or retire for value any of its Subordinated Debt in exchange for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt;
	(d) so long as no Default or Event of Default has occurred and is continuing, purchase, repurchase, redeem, legally defease, acquire or retire for value Capital Stock from any officer, director or employee of the Company or its Restricted Subsidiaries in an aggregate amount not to exceed $2.0 million per year;
	(e) acquire the Capital Stock of the Company in connection with the exercise of stock options or stock appreciation rights by way of cashless exercise or in connection with the satisfaction of withholding tax obligations;
	(f) in connection with an acquisition by the Company or by any of its Restricted Subsidiaries, receive or accept the return to the Company or any of its Restricted Subsidiaries Capital Stock of the Company or any of its Restricted Subsidiaries constituting a portion of the purchase price consideration in settlement of indemnification claims; and
	(g) purchase fractional shares of the Capital Stock of the Company arising out of stock dividends, splits or combinations or business combinations.

	(a) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale;

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	(b) at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of cash or Cash Equivalents; provided, however, that the amount of (1) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Senior Subsidiary Guaranty) that are assumed by the transferee of any such Property pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (2) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted within 30 days by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for the purposes of this provision;
	(c) no Default or Event of Default would occur as a result of such Asset Sale; and
	(d) the Company delivers an Officers’ Certificate to the Trustee certifying that such Asset Sale complies with the preceding clauses (a), (b) and (c).

	(a) to Repay Debt (other than Subordinated Debt) of the Company or any Subsidiary Guarantor (excluding, in any such case, any Debt owed to the Company or an Affiliate of the Company); or
	(b) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary).

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	(a) the Senior Excess Proceeds and
	(b) a fraction,

	(1) the numerator of which is the aggregate principal amount of the Notes outstanding on the date of the Notes Prepayment Offer, and
	(2) the denominator of which is the sum of the aggregate principal amount of the Notes outstanding on the date of the Notes Prepayment Offer and the aggregate principal amount of other Debt of the Company outstanding on the date of the Notes Prepayment Offer that is pari passu in right of payment with the Notes and subject to terms and conditions in respect of Asset Sales similar in all material respects to this covenant and requiring the Company to make an offer to purchase such Debt at substantially the same time as the Notes Prepayment Offer.

	(a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary;
	(b) make any loans or advances to the Company or any other Restricted Subsidiary; or
	(c) transfer any of its Property to the Company or any other Restricted Subsidiary.

	(1) with respect to clauses (a), (b) and (c), to restrictions:

	(A) in effect on the Issue Date (including, without limitation, restrictions pursuant to the Senior Credit Facility);
	(B) relating to Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company;
	(C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (1)(A) or (B) above or in clause (2)(A) or (B) below, provided such restrictions are not materially less favorable, taken as a whole, to the holders of Notes than those under the agreement evidencing the Debt so Refinanced; or
	(D) contained in the Indenture; and

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	(2) with respect to clause (c) only, to restrictions:

	(A) relating to Debt that is permitted to be Incurred and secured pursuant to the covenants described under “— Limitation on Debt” and “— Limitation on Liens” that limit the right of the debtor to dispose of the Property securing such Debt;
	(B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition;
	(C) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder;
	(D) customary restrictions contained in stock or asset sale agreements limiting the transfer of such Property pending the closing of such sale;
	(E) customary restrictions contained in joint venture agreements entered into in the ordinary course of business and in good faith; or
	(F) reasonable and customary borrowing base covenants set forth in agreements evidencing Debt otherwise permitted by the Indenture.

	(a) the terms of such Affiliate Transaction are:

	(1) set forth in writing;
	(2) in the best interest of the Company or such Restricted Subsidiary, as the case may be; and
	(3) no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company, or, if there is no such comparable transaction, on terms that are fair and reasonable to the Company or such Restricted Subsidiary;

	(b) if such Affiliate Transaction involves aggregate payments or value in excess of $5.0 million, the Board of Directors (including a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clauses (a)(2) and (3) of this paragraph as evidenced by a Board Resolution promptly delivered to the Trustee; and
	(c) if such Affiliate Transaction involves aggregate payments or value in excess of $25.0 million, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and the Restricted Subsidiaries.

	(a) any transaction or series of related transactions between the Company and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries, provided that no more than 5% of the total voting power of the Voting Stock (on a fully diluted basis) of any such Restricted Subsidiary is owned by an Affiliate of the Company (other than a Restricted Subsidiary);
	(b) any Restricted Payment permitted to be made pursuant to the covenant described under “— Limitation on Restricted Payments” or any Permitted Investment;

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	(c) any employment agreement or other employee compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary and approved by the Board of Directors in good faith;
	(d) indemnities of officers, directors and employees of the Company or any of its Restricted Subsidiaries permitted by bylaw or statutory provisions;
	(e) the payment of reasonable and customary regular fees to directors of the Company or any of its Restricted Subsidiaries who are not employees of the Company or any Affiliate;
	(f) agreements in effect on June 25, 2002 and disclosed in the offering memorandum for the 9% Senior Notes due 2010 issued in June 2002 (other than the Management Services Agreements), without regard to any modifications, extensions or renewals thereof; and
	(g) the Management Services Agreements, provided that payments made by the Company or any of its Restricted Subsidiaries under such agreements do not exceed $5.0 million in any fiscal year.

	(a) does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Company or any other Restricted Subsidiary,
	(b) has no Debt other than Debt:

	(1) as to which neither the Company nor any of its Restricted Subsidiaries (A) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (B) is directly or indirectly liable as a Guarantor or otherwise, or (C) constitutes the lender; provided, however, the Company or a Restricted Subsidiary may loan, advance or extend credit to, or Guarantee the Debt of, an Unrestricted Subsidiary at any time following the date such Subsidiary is designated as an Unrestricted Subsidiary in accordance with the covenant described under “— Limitation on Restricted Payments;”
	(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Debt (other than the Notes or any Guarantee permitted by the proviso to the preceding clause (1)) of the Company or any of its Restricted Subsidiaries to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and
	(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or other Property of the Company or any of its Restricted Subsidiaries, except for Debt that has been Guaranteed as permitted by the proviso to the preceding clause (1);

	(c) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;
	(d) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Capital Stock or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;
	(e) has not Guaranteed or otherwise directly or indirectly provided credit support for any Debt of the Company or any of its Restricted Subsidiaries; and

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	(f) has at least one director on its board of directors that is not a director or executive officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiaries.

	(x) the Company could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “— Limitation on Debt,” and
	(y) no Default or Event of Default shall have occurred and be continuing or would result therefrom.

	(a) certifies that such designation or redesignation complies with the preceding provisions; and
	(b) gives the effective date of such designation or redesignation,

	(a) the Notes have Investment Grade Ratings from both Rating Agencies; and
	(b) no Default or Event of Default has occurred and is continuing under the Indenture,

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	•	“— Maintenance of Consolidated Net Worth;”
	•	“— Limitation on Debt;”
	•	“— Limitation on Restricted Payments;”
	•	“— Limitation on Asset Sales;”
	•	“— Limitation on Restrictions on Distributions from Restricted Subsidiaries;”
	•	“— Limitation on Transactions with Affiliates;”
	•	clause (x) of the fourth paragraph (and such clause (x) as referred to in the second paragraph) of “— Designation of Restricted and Unrestricted Subsidiaries;”
	•	“— Limitation on Company’s Business;” and
	•	clauses (e) and (f) of the first and second paragraphs of “— Merger, Consolidation and Sale of Property”

	(a) the Company shall be the Surviving Person or the Surviving Person (if other than the Company) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;
	(b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants of the Indenture to be performed by the Company;
	(c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Company, such Property shall have been transferred as an entirety or virtually as an entirety to one Person;

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	(d) immediately after giving effect to such transaction or series of related transactions on a pro forma basis (and treating, for purposes of this clause (d) and clauses (e) and (f) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of related transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of related transactions), no Default or Event of Default shall have occurred and be continuing;
	(e) immediately after giving effect to such transaction or series of related transactions on a pro forma basis, the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “— Limitation on Debt”;
	(f) immediately after giving effect to such transaction or series of related transactions on a pro forma basis, the Surviving Person shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction or series of related transactions; and
	(g) the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction or series of related transactions and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction or series of related transactions have been satisfied.

	(a) the Surviving Person (if other than such Subsidiary Guarantor) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation, company (including a limited liability company) or partnership organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;
	(b) the Surviving Person (if other than such Subsidiary Guarantor) expressly assumes, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual performance and observance of all the obligations of such Subsidiary Guarantor under its Subsidiary Guaranty;
	(c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of such Subsidiary Guarantor, such Property shall have been transferred as an entirety or virtually as an entirety to one Person;
	(d) immediately after giving effect to such transaction or series of related transactions on a pro forma basis (and treating, for purposes of this clause (d) and clauses (e) and (f) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, the Company or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, the Company or such Restricted Subsidiary at the time of such transaction or series of related transactions), no Default or Event of Default shall have occurred and be continuing;
	(e) immediately after giving effect to such transaction or series of related transactions on a pro forma basis, the Company would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “— Limitation on Debt”;

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	(f) immediately after giving effect to such transaction or series of related transactions on a pro forma basis, the Company shall have a Consolidated Net Worth in an amount which is not less than the Consolidated Net Worth of the Company immediately prior to such transaction or series of related transactions; and
	(g) the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction or series of related transactions and such Subsidiary Guaranty, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction or series of related transactions have been satisfied.

	(a) failure to make the payment of any interest, including Special Interest, on the Notes issued under such Indenture when the same becomes due and payable, and such failure continues for a period of 30 days;
	(b) failure to make the payment of any principal of, or premium, if any, on, any of the Notes issued under such Indenture when the same becomes due and payable at their Stated Maturity, upon acceleration, redemption, required repurchase or otherwise;
	(c) failure to comply with the covenant described under “— Description of the Notes — Merger, Consolidation and Sale of Property”;
	(d) failure to comply with any other covenant or agreement in the Notes or in the Indenture (other than a failure that is the subject of the preceding clause (a), (b) or (c)) and such failure continues for 30 days after written notice is given to the Company as provided below;
	(e) a default under any Debt (other than Non-Recourse Debt) by the Company or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or failure to pay any such Debt at maturity, in an aggregate amount greater than $10.0 million (the “cross acceleration provisions”);
	(f) any judgment or judgments for the payment of money in an aggregate amount in excess of $10.0 million that shall be rendered against the Company or any Restricted Subsidiary and that shall not be waived, satisfied or discharged for any period of 30 consecutive days during which a stay of enforcement shall not be in effect (the “judgment default provisions”);

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	(g) certain events involving bankruptcy, insolvency or reorganization of the Company or any Significant Subsidiary (the “bankruptcy provisions”); and
	(h) any Subsidiary Guaranty relating to the Notes ceasing to be in full force and effect (other than in accordance with the terms of such Subsidiary Guaranty) or any Subsidiary Guarantor denying or disaffirming its obligations under its Subsidiary Guaranty relating to the Notes (the “guaranty provisions”).

	(a) such holder has previously given to the Trustee under the Indenture written notice of a continuing Event of Default;
	(b) the holders of at least 25% in aggregate principal amount of such Notes then outstanding under the Indenture have made written request and offered reasonable indemnity to the Trustee under the Indenture to institute such proceeding as trustee; and
	(c) the Trustee under the Indenture shall not have received from the holders of a majority in aggregate principal amount of such Notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.

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	(a) reduce the amount of Notes whose holders must consent to an amendment or waiver under the Indenture;
	(b) reduce the rate of, or extend the time for payment of interest on, any Note issued under the Indenture;
	(c) reduce the principal of, or extend the Stated Maturity of, any Note issued under the Indenture;
	(d) make any Note payable in money other than that stated in the Note;
	(e) impair the right of any holder of the Notes to receive payment of principal of, premium, if any, and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes or any Subsidiary Guaranty;
	(f) subordinate the Notes issued under the Indenture or any related Subsidiary Guaranty to any other obligation of the Company or the applicable Subsidiary Guarantor;
	(g) release any security interest that may have been granted in favor of the holders of the Notes under the Indenture other than pursuant to the terms of such security interest;
	(h) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed, as described under “— Description of the Notes — Optional Redemption;”
	(i) reduce the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the offer relating thereto must be made or at which the Notes must be repurchased pursuant to such offer;
	(j) at any time after the Company is obligated to make an offer with the excess proceeds from Asset Sales or as a result of a failure to maintain the specified Consolidated Net Worth for the specified period, each as provided in the Indenture, change the time at which such offer must be made or at which the Notes must be repurchased pursuant thereto; or
	(k) make any change in any Subsidiary Guaranty that would adversely affect in any material respect the holders of the Notes under the Indenture.

	(a) cure any ambiguity, omission, defect or inconsistency;
	(b) provide for the assumption by a Surviving Person of the obligations of the Company under the Indenture or of a Subsidiary Guarantor under the Indenture and its Subsidiary Guaranty;

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	(c) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);
	(d) add additional Guarantees with respect to the Notes or to release Subsidiary Guarantors from Subsidiary Guaranties as provided by the terms of the Indenture;
	(e) secure the Notes, add to the covenants of the Company for the benefit of the holders of the Notes or surrender any right or power conferred upon the Company;
	(f) make any change that does not adversely affect in any material respect the rights of any holder of the Notes under the Indenture;
	(g) comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; or
	(h) provide for the issuance of additional Notes in accordance with the Indenture.

	(a) its obligations under the covenants described under “— Description of the Notes — Repurchase at the Option of Holders Upon a Change of Control” and “— Certain Covenants;”
	(b) the operation of the cross acceleration provisions, the judgment default provisions, the bankruptcy provisions with respect to Significant Subsidiaries and the guaranty provisions described under “— Events of Default” above; and
	(c) the limitations contained in clauses (e) and (f) under the first and second paragraphs of “— Description of the Notes — Merger, Consolidation and Sale of Property” (“covenant defeasance”).

	(a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of, premium, if any, and interest on the Notes to be defeased to maturity or redemption, as the case may be;
	(b) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal,

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	premium, if any, and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Notes to be defeased to maturity or redemption, as the case may be;
	(c) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto;
	(d) such deposit does not constitute a default under any other agreement or instrument binding on the Company;
	(e) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;
	(f) in the case of the legal defeasance option, the Company delivers to the Trustee an Opinion of Counsel stating that:

	(1) the Company has received from the Internal Revenue Service a ruling; or
	(2) since the date of the Indenture there has been a change in the applicable Federal income tax law, to the effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the holders of the Notes to be defeased will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such defeasance had not occurred;

	(g) in the case of the covenant defeasance option, the Company delivers to the Trustee an Opinion of Counsel to the effect that the holders of the Notes to be defeased will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and
	(h) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes to be defeased have been complied with as required by the Indenture.

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	(a) any Property (other than cash, Cash Equivalents and securities) to be owned by the Company or any Restricted Subsidiary and used in a Permitted Business; or
	(b) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary from any Person other than the Company or an Affiliate of the Company; provided, however, that, in the case of this clause (b), such Restricted Subsidiary is primarily engaged in a Permitted Business.

	(a) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; or
	(b) any other Person who is a director or executive officer of:

	(1) such specified Person;
	(2) any Subsidiary of such specified Person; or
	(3) any Person described in clause (a) above.

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	(a) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares), or
	(b) any other Property of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary,
	other than, in the case of clause (a) or (b) above,

	(1) any disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Wholly Owned Restricted Subsidiary,
	(2) any disposition that constitutes a Permitted Investment, a Restricted Payment or Debt under a Warehouse Facility permitted by the covenant described under “— Certain Covenants — Limitation on Restricted Payments” or “— Limitation on Debt,”
	(3) any disposition effected in compliance with the first paragraph of the covenant described under “— Merger, Consolidation and Sale of Property,”
	(4) any disposition of cash or Cash Equivalents, and
	(5) any disposition or series of related dispositions of Property with an aggregate Fair Market Value and for net proceeds, of less than $1.0 million.

	(a) if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of “Capital Lease Obligations,” and
	(b) in all other instances, the greater of:

	(1) the Fair Market Value of the Property subject to such Sale and Leaseback Transaction; and
	(2) the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended).

	(a) the sum of the product of the numbers of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment of such Debt or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by
	(b) the sum of all such payments.

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	(1) securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), having maturities of not more than one year from the date of acquisition;
	(2) marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof (provided that the full faith and credit of such state is pledged in support thereof) and, at the time of acquisition thereof, having credit ratings of at least AA- (or the equivalent) by S&P and at least Aa3 (or the equivalent) by Moody’s;
	(3) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any commercial bank organized in the United States of America or Canada, the long-term debt of which is rated at the time of acquisition thereof at least AA-(or the equivalent) by S&P and at least Aa3 (or the equivalent) by Moody’s, and having combined capital and surplus in excess of $500.0 million;
	(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (1), (2) and (3) entered into with any bank meeting the qualifications specified in clause (3) above;
	(5) commercial paper rated at the time of acquisition thereof in one of the two highest categories obtainable from both S&P and Moody’s or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof; and
	(6) interests in any investment company or money market fund substantially all of the assets of which are of the type specified in clauses (1) through (5) above.

(a) if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the preceding), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any one or more of the Permitted Holders, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, except that a person will be deemed to have “beneficial ownership” of all shares that any such person has the right

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	to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of the Company; (for purposes of this clause (a), such person or group shall be deemed to beneficially own any Voting Stock of a corporation held by any other corporation (the “parent corporation”) so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock of such parent corporation); or
	(b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the Property of the Company and the Restricted Subsidiaries, considered as a whole (other than a disposition of such Property as an entirety or virtually as an entirety to a Wholly Owned Restricted Subsidiary), shall have occurred, or the Company merges, consolidates or amalgamates with or into any other Person, or any other Person merges, consolidates or amalgamates with or into the Company, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company is reclassified into or exchanged for cash, securities or other Property, other than any such transaction where:

	(1) the outstanding Voting Stock of the Company is reclassified into or exchanged all or in part for other Voting Stock of the Company or for Voting Stock of the Surviving Person; and
	(2) the holders of the Voting Stock of the Company immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of the Company or the Surviving Person immediately after such transaction and in substantially the same proportion as before the transaction; or

	(c) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election or appointment by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of not less than two-thirds of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office; or
	(d) the shareholders of the Company shall have approved any plan of liquidation or dissolution of the Company.

	(a) the average of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the most recently published statistical release designated “H.15(519)” (or any successor release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities;” or
	(b) if such release (or any successor release) is not published or does not contain such prices on such business day, the Reference Treasury Dealer Quotation for such redemption date.

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	(a) Consolidated Debt to
	(b) Consolidated Tangible Net Worth.

	(a) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters ending at least 45 days prior to such determination date to
	(b) Consolidated Interest Incurred for such four fiscal quarters;

	(1) if

	(A) since the beginning of such period the Company or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any Debt, or
	(B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence or Repayment of Debt,

	(2) if

	(A) since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Sale or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property which constitutes all or substantially all of an operating unit of a business,
	(B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is such an Asset Sale, Investment or acquisition, or
	(C) since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made such an Asset Sale, Investment or acquisition,

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	(a) interest expense attributable to Capital Lease Obligations;
	(b) amortization of debt discount and debt issuance cost, including commitment fees;
	(c) capitalized interest;
	(d) non-cash interest expense;
	(e) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;
	(f) net costs associated with Hedging Obligations (including amortization of fees);
	(g) Disqualified Stock Dividends;
	(h) Preferred Stock Dividends;
	(i) interest Incurred in connection with Investments in discontinued operations;
	(j) interest accruing on any Debt of any other Person to the extent such Debt is Guaranteed by the Company or any Restricted Subsidiary;
	(k) cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Debt Incurred by such plan or trust; and
	(l) all interest amortized to cost of sales in such period.

	(a) any net income (loss) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:

	(1) subject to the exclusion contained in clause (d) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (c) below); and
	(2) the Company’s equity in a net loss of any such Person other than an Unrestricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

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	(b) for purposes of the covenant described under “— Certain Covenants — Limitation on Restricted Payments,” only, any net income (loss) of any Person acquired by the Company or any of its consolidated Subsidiaries in a pooling of interests transaction for any period prior to the date of such acquisition;
	(c) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions, directly or indirectly, to the Company, except that:

	(1) subject to the exclusion contained in clause (d) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause); and
	(2) the Company’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income,

	(d) any gain (but not loss) realized upon the sale or other disposition of any Property of the Company or any of its consolidated Subsidiaries that is not sold or otherwise disposed of in the ordinary course of business;
	(e) any extraordinary, non-recurring or unusual gain or loss;
	(f) the cumulative effect of a change in accounting principles; and
	(g) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Company or any Restricted Subsidiary, provided that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of the Company (other than Disqualified Stock).

	(a) the excess of cost over fair market value of assets or businesses acquired;
	(b) any revaluation or other write-up in book value of assets subsequent to the last day of the fiscal quarter of the Company immediately preceding the June 2002 Notes Issue Date as a result of a change in the method of valuation in accordance with GAAP;
	(c) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and other intangible items;
	(d) minority interests in consolidated Subsidiaries held by Persons other than the Company or any Restricted Subsidiary;

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	(e) treasury stock;
	(f) cash or securities set aside and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital Stock to the extent such obligation is not reflected in Consolidated Current Liabilities; and
	(g) Investments in and assets of Unrestricted Subsidiaries.

	(a) the principal of, premium (if any) and any other obligations in respect of:

	(1) debt of such Person for money borrowed; and
	(2) debt evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;

	(b) all Capital Lease Obligations of such Person and Attributable Debt in respect of Sale and Leaseback Transactions entered into by such Person;
	(c) all obligations of such Person issued or assumed as the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);
	(d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (a) through (c) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);
	(e) the amount of all obligations of such Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends);
	(f) all obligations of the type referred to in clauses (a) through (e) above of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;
	(g) all obligations of the type referred to in clauses (a) through (f) above of other Persons secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the Fair Market Value of such Property or the amount of the obligation so secured; and
	(h) to the extent not otherwise included in this definition, Hedging Obligations of such Person.

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	(1) zero if such Hedging Obligation has been Incurred pursuant to clause (f) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt;” or
	(2) the notional amount of such Hedging Obligation if not Incurred pursuant to such clause.

	(a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;
	(b) is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part; or
	(c) is convertible or exchangeable at the option of the holder thereof for Debt or other Disqualified Stock, on or prior to, in the case of clause (a), (b) or (c), 30 days after the Stated Maturity of the Notes.

	(a) the sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period:

	(1) the provision for taxes based on income or profits or utilized in computing net loss;
	(2) Consolidated Interest Expense;
	(3) depreciation;
	(4) amortization of intangibles; and
	(5) any other non-cash items (other than any such non-cash item to the extent that it represents an accrual of, or reserve for, cash expenditures in any future period), minus

	(b) all non-cash items increasing Consolidated Net Income for such period.

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	(a) if such Property has a Fair Market Value equal to or less than $5.0 million (or $10.0 million in the case of an Investment made for the contribution of real property), by any Officer of the Company, or
	(b) if such Property has a Fair Market Value in excess of $5.0 million (or $10.0 million in the case of an Investment made for the contribution of real property), by an Independent Financial Advisor and evidenced by a written opinion from such Independent Financial Advisor, dated within 30 days of the relevant transaction, delivered to the Trustee.

	(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or
	(b) entered into for the purpose of assuring in any other manner the obligee against loss in respect thereof (in whole or in part);

	(1) endorsements for collection or deposit in the ordinary course of business; or
	(2) a contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (a) or (b) of the definition of “Permitted Investment.”

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	(a) the Company’s “Investment” in such Subsidiary at the time of such redesignation, less
	(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation.

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	(a) all legal, title and recording expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;
	(b) all payments made on any Debt that is secured by any Property subject to such Asset Sale, in accordance with the terms of any Lien upon such Property, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale;
	(c) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale; and
	(d) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale;

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	(a) the Company, any Restricted Subsidiary or any Person that will, upon the making of such Investment, become a Restricted Subsidiary, provided that the primary business of such Restricted Subsidiary is a Permitted Business;
	(b) any Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, the Company or a Restricted Subsidiary, provided that such Person’s primary business is a Permitted Business;
	(c) cash or Cash Equivalents;
	(d) receivables owing to the Company or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances;
	(e) receivables or loans owing to the Company or a Restricted Subsidiary made in connection with the sale of any Property otherwise permitted under the Indenture;
	(f) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
	(g) loans and advances to employees made in the ordinary course of business of the Company or such Restricted Subsidiary, as the case may be, provided that such loans and advances do not exceed $2.0 million in the aggregate at any one time outstanding;
	(h) stock, obligations or other securities received in settlement of debts created in the ordinary course of business and owing to the Company or a Restricted Subsidiary or in satisfaction of judgments;
	(i) any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with (A) an Asset Sale consummated in compliance with the covenant described under “— Certain Covenants — Limitation on Asset Sales” or (B) any disposition of Property not constituting an Asset Sale; and
	(j) other Investments made for Fair Market Value that do not exceed $20.0 million in the aggregate outstanding at any one time.

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	(a) Liens to secure Debt under Credit Facilities and intercompany loans pledged as security for Senior Debt permitted to be Incurred under the covenant described under “— Certain Covenants — Limitation on Debt;”
	(b) Liens to secure Debt permitted to be Incurred under clause (c) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt” provided that any such Lien may not extend to any Property of the Company or any Restricted Subsidiary, other than the Property acquired, constructed or leased with the proceeds of such Debt and any improvements or accessions to such Property;
	(c) Liens to secure Debt permitted to be Incurred under clause (g) or (k) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt” provided that any such Lien may not extend to any Property of the Company or any Restricted Subsidiary, other than, in the case of Debt Incurred under such clause (g), the mortgages, promissory notes and other collateral that secures mortgage loans made by the Company or any of its Restricted Subsidiaries and, in the case of Debt Incurred under such clause (k), the collateral that secures the relevant Non-Recourse Debt;
	(d) Liens to secure Debt permitted to be Incurred under clause (i) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt” provided that any such Lien may not extend to any Property of the Company or any Restricted Subsidiary, other than Property of the Foreign Restricted Subsidiary which Incurs such Debt;
	(e) Liens for taxes, assessments or governmental charges or levies on the Property of the Company or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;
	(f) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens, on the Property of the Company or any Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings;
	(g) Liens on the Property of the Company or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, payment or performance or return-of-money bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, in each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of Property and which do not in the aggregate impair in any material respect the use of Property in the operation of the business of the Company and the Restricted Subsidiaries taken as a whole;
	(h) Liens on Property at the time the Company or any Restricted Subsidiary acquired such Property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of the Company or any Restricted Subsidiary; provided further, however, that such Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Property was acquired by the Company or any Restricted Subsidiary;
	(i) Liens on the Property of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of the Company or any other Restricted Subsidiary that is not a direct Subsidiary of such Person; provided further, however,

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	that any such Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Restricted Subsidiary;
	(j) pledges or deposits by the Company or any Restricted Subsidiary under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Company or any Restricted Subsidiary is party, or deposits to secure standby letters of credit or public or statutory obligations of the Company, or deposits for the payment of rent, or deposits made pursuant to option agreements for land or other real property, in each case Incurred in the ordinary course of business;
	(k) utility easements, building restrictions and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of a similar character;
	(l) Liens on the Property of the Company or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured by Liens referred to in clauses (b), (h) or (i) above or (q) below; provided, however, that any such Lien shall be limited to all or part of the same Property that secured the original Lien (together with improvements and accessions to such Property) and the aggregate principal amount of Debt that is secured by such Lien shall not be increased to an amount greater than the sum of:

	(1) the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clauses (b), (h) or (i) above or (q) below, as the case may be, at the time the original Lien became a Permitted Lien under the Indenture, and
	(2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by the Company or such Restricted Subsidiary in connection with such Refinancing;

	(m) Liens securing any Hedging Obligation;
	(n) rights of banks to set off deposits against Debt owed to such banks;
	(o) legal or equitable Liens deemed to exist by reason of negative pledge covenants and other covenants or undertakings of a like nature;
	(p) [reserved];
	(q) Liens existing on the Issue Date not otherwise described in clauses (a) through (p) above; and
	(r) Liens not otherwise permitted by clauses (a) through (q) above encumbering Property having an aggregate Fair Market Value not in excess of 5% of Consolidated Net Tangible Assets, as determined based on the consolidated balance sheet of the Company as of the end of the most recent fiscal quarter ending at least 45 days prior to the date any such Lien shall be Incurred.

	(a) such Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of:

	(1) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being Refinanced; and
	(2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing;

	(b) the Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced;

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	(c) the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced; and
	(d) the new Debt shall not be senior in right of payment to the Debt that is being Refinanced;

	(x) Debt of a Subsidiary that is not a Subsidiary Guarantor that Refinances Debt of the Company or a Subsidiary Guarantor; or
	(y) Debt of the Company or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.

	(a) consisting of the deferred purchase price of Property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of such Debt does not exceed the anticipated useful life of the Property being financed; and
	(b) Incurred to finance the acquisition, construction or lease by the Company or a Restricted Subsidiary of the Property being financed, including additions and improvements thereto;

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	(a) any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of the Company or any Restricted Subsidiary (including any payment in connection with any merger or consolidation with or into the Company or any Restricted Subsidiary), except for any dividend or distribution that is made solely to the Company or a Restricted Subsidiary (and, if a Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by the Company or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis) or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of the Company;
	(b) the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Company or any Restricted Subsidiary (other than from the Company or a Restricted Subsidiary) or any securities exchangeable for or convertible into any such Capital Stock, including the exercise of any option to exchange any Capital Stock (other than for or into Capital Stock of the Company that is not Disqualified Stock);
	(c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Debt (other than the purchase, repurchase or other acquisition of any Subordinated Debt purchased (A) in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of the date of acquisition or (B) to the extent of Senior Excess Proceeds remaining after compliance with the provisions of the Indenture described under “— Certain Covenants — Limitation on Asset Sales” and to the extent required by any similar covenant contained in the indenture or other agreement or instrument pursuant to which such Subordinated Debt was issued;
	(d) any Investment (other than Permitted Investments) by the Company or any Restricted Subsidiary in any Person; or
	(e) the issuance, sale or other disposition of Capital Stock of any Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary if the result thereof is that such Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which event the amount of such “Restricted Payment” shall be the Fair Market Value of the remaining interest, if any, in such former Restricted Subsidiary held by the Company and the other Restricted Subsidiaries.

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	(A) any obligation in respect of the Notes or other Debt of the Company that is by its terms subordinate or pari passu in right of payment to the Notes;
	(B) any Debt Incurred in violation of the provisions of the Indenture;
	(C) any obligation of the Company to any Subsidiary; or
	(D) any obligations with respect to any Capital Stock of the Company.

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	(a) such Person;
	(b) such Person and one or more Subsidiaries of such Person; or
	(c) one or more Subsidiaries of such Person.

	(a) any Subsidiary of the Company that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and
	(b) any Subsidiary of an Unrestricted Subsidiary.

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	(a) DTC notifies the Company that it is unwilling or unable to continue as a depositary for such Global Security or if at any time DTC ceases to be a clearing agency registered under the Exchange Act, and in either case the Company fails to appoint a successor depositary within 90 days; or
	(b) an Event of Default with respect to the Notes represented by such Global Security has occurred and is continuing and the Trustee has received a request from DTC to issue certificated Notes in lieu of such Global Security.

	(a) certificated Notes will be issued only in fully registered form in denominations of $1,000 or integral multiples thereof,
	(b) payment of principal of, and premium, if any, and interest on, the certificated Notes will be payable, and the transfer of the certificated Notes will be registerable, at the office or agency of the Company maintained for such purposes, and
	(c) no service charge will be made for any registration of transfer or exchange of the certificated Notes, although the Company may require payment of a sum sufficient to cover any tax or governmental charge imposed in connection therewith.

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	•	U.S. expatriates;
	•	financial institutions;
	•	insurance companies;
	•	tax-exempt entities;
	•	dealers in securities or currencies;
	•	traders in securities;
	•	U.S. holders whose functional currency is not the U.S. dollar;
	•	partnerships and other entities treated as partnerships for federal income tax purposes;
	•	holders subject to the alternative minimum tax;
	•	retirement plans;
	•	regulated investment companies;
	•	real estate investment trusts;
	•	controlled foreign corporations;
	•	passive foreign investment companies; and
	•	persons that hold the Notes as part of a straddle, hedge, conversion or other integrated transaction.

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	•	an individual citizen or resident of the United States;
	•	a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any of its political subdivisions;
	•	an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
	•	a trust if, (i) the trust is subject to the supervision of a court within the United States and the control of one or more U.S. persons as described in section 7701(a)(30) of the Code or (ii) such trust has a valid election in place to be treated as a United States person.

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	•	to payments of principal and interest made on a Note; and
	•	to payment of the proceeds of a sale or exchange of a Note (including at maturity),

	(a) payments of principal, premium, if any, and interest on a Note by us or any of our paying agents to a non-U.S. holder will not be subject to withholding of U.S. federal income tax (which is imposed at a rate of 30% (unless reduced by an applicable treaty)), provided that in the case of interest:

	•	the non-U.S. holder does not directly or indirectly, actually or constructively, own ten percent or more of the total combined voting power of all classes of our voting stock within the meaning of section 871(h)(3) of the Code and the Treasury regulations thereunder;
	•	the non-U.S. holder is not (1) a controlled foreign corporation that is related, directly or indirectly, to us through sufficient stock ownership, or (2) a bank whose receipt of interest is described in Section 881(c)(3)(A) of the Code; and
	•	either (1) the beneficial owner of the Note certifies to us or our paying agent, under penalties of perjury, that it is not a “United States person” within the meaning of the Code and provides its name and address or (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the Note on behalf of the beneficial owner certifies to us or our paying agent under penalties of perjury that it, or the financial institution between it and the beneficial owner, has received from the beneficial owner a statement, under penalties of perjury, that it is not a “United States person” and provides the payor with a copy of this statement,

	(b) a non-U.S. holder will not be subject to U.S. federal income tax on any gain or income realized on the sale, exchange, redemption, retirement at maturity or other disposition of a Note (provided that, in the case of proceeds representing accrued interest, the conditions described in paragraph (a) above are met) unless:

	•	in the case of gain, the non-U.S. holder is an individual who is present in the United States for 183 days or more during the taxable year and specific other conditions are met; or

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	•	the gain is effectively connected with the conduct of a U.S. trade or business by the non-U.S. holder and, if an income tax treaty applies, is generally attributable to a U.S. “permanent establishment” maintained by the non-U.S. holder; and

	(c) a Note held by an individual who at the time of death is not a citizen or resident of the United States will not be subject to U.S. federal estate tax as a result of death if, at the time of death:

	•	the individual did not directly or indirectly, actually or constructively, own ten percent or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of section 871(h)(3) of the Code and the Treasury regulations thereunder; and
	•	the interest payments on the Note would not have been effectively connected with the conduct of a trade or business by the individual in the United States.

	•	a United States person;
	•	a controlled foreign corporation for U.S. federal income tax purposes;
	•	a foreign person 50% or more of whose gross income from all sources is effectively connected with a U.S. trade or business for a specified three-year period; or
	•	a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons, as defined in Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a U.S. trade or business.

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SEC Filing (File No. 001-32322)		Period Covered or Date of Filing
Annual Report on Form 10-K		Year ended December 31, 2005
Quarterly Report on Form 10-Q		Quarter ended March 31, 2006
Current Report on Form 8-K, other than any information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K		January 17, 2006, February 23, 2006, March 10, 2006, March 31, 2006, April 6, 2006, April 17, 2006, May 9, 2006, June 1, 2006 and June 7, 2006
All subsequent documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 prior to the termination of the exchange offer, other than any information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or as otherwise permitted by Commission rules and regulations		After the date of this prospectus

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Item 20.	Indemnification of Directors and Officers

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Item 21.	Exhibits and Financial Statement Schedules

(a)	Exhibits

Exhibit
Number				Description
	4	.14		Indenture for the 81/4 % Senior Notes due 2011, dated as of April 12, 2006, among Technical Olympic USA, Inc., the subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee.*
	4	.15		Registration Rights Agreement, dated as of April 12, 2006, among Technical Olympic USA, Inc., the subsidiaries named therein, and Deutsche Bank Securities Inc.*
	4	.16		Form of Technical Olympic USA, Inc. 81/4 % Senior Note due 2011 (included in Exhibit A to Exhibit 4.14).*
	5	.1		Opinion of Akerman Senterfitt.*
	12	.1		Calculation of Ratio of Earnings to Fixed Charges.*
	23	.1		Consent of Ernst & Young LLP, independent registered public accounting firm.
	23	.2		Consent of Akerman Senterfitt (included in Exhibit 5.1).*
	24	.1		Power of Attorney (included in the signature pages of this Registration Statement).*
	25	.1		Statement of Eligibility of Trustee.*
	99	.1		Form of Letter of Transmittal.
	99	.2		Form of Notice of Guaranteed Delivery for notes.*
	99	.3		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
	99	.4		Letter to Clients.*
	99	.5		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

Item 22.	Undertakings

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the

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	maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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	TECHNICAL OLYMPIC USA, INC.

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				Executive Vice Chairman, President, Chief Executive Officer (Principal Executive Officer) and Director		July 21, 2006
/s/ Randy L. Kotler   Randy L. Kotler				Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)		July 21, 2006
*   Konstantinos Stengos				Chairman of the Board and Director		July 21, 2006
*   Andreas Stengos				Executive Vice President and Director		July 21, 2006
*   George Stengos				Executive Vice President and Director		July 21, 2006
*   Marianna Stengou				Director		July 21, 2006
*   Larry D. Horner				Director		July 21, 2006
*   William A. Hasler				Director		July 21, 2006
*   Michael J. Poulos				Director		July 21, 2006
*   Susan B. Parks				Director		July 21, 2006

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Signature				Title		Date
*   J. Bryan Whitworth				Director		July 21, 2006
*   Tommy L. McAden				Executive Vice President and Director		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	ENGLE HOMES DELAWARE, INC.

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				President (Principal Executive Officer)		July 21, 2006
/s/ Randy L. Kotler   Randy L. Kotler				Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 21, 2006
*   Barbara Albritton				Director		July 21, 2006
*   David Schoenborn				Director		July 21, 2006
*   Gordon W. Stewart				Director		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	ENGLE HOMES RESIDENTIAL CONSTRUCTION, L.L.C.

	By:	TOUSA Homes, Inc., its Sole Member
	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Randy L. Kotler   Randy L. Kotler				Director of TOUSA Homes, Inc.		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director of TOUSA Homes, Inc.		July 21, 2006

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	ENGLE/ JAMES LLC

	By:	TOUSA Homes, Inc., its Sole Member
	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Randy L. Kotler   Randy L. Kotler				Director of TOUSA Homes, Inc.		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director of TOUSA Homes, Inc.		July 21, 2006

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	MCKAY LANDING LLC

	By:	TOUSA Homes, Inc., its Sole Member
	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Randy L. Kotler   Randy L. Kotler				Director of TOUSA Homes, Inc.		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director of TOUSA Homes, Inc.		July 21, 2006

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	NEWMARK HOMES BUSINESS TRUST

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Managing Trustee

Signature				Title		Date
/s/ Randy L. Kotler   Randy L. Kotler				Managing Trustee		July 21, 2006

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	NEWMARK HOMES, L.L.C.

	By:	TOUSA Homes, Inc., its Sole Member
	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Randy L. Kotler   Randy L. Kotler				Director of TOUSA Homes, Inc.		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director of TOUSA Homes, Inc.		July 21, 2006

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	NEWMARK HOMES, L.P.

	By:	TOUSA Homes, Inc., its General Partner
	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Randy L. Kotler   Randy L. Kotler				Director of TOUSA Homes, Inc.		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director of TOUSA Homes, Inc.		July 21, 2006

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	NEWMARK HOMES PURCHASING, L.P.

	By:	Newmark Homes, L.P., its General Partner
	By:	TOUSA Homes, Inc., its General Partner
	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Randy L. Kotler   Randy L. Kotler				Director of TOUSA Homes, Inc.		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director of TOUSA Homes, Inc.		July 21, 2006

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	PREFERRED BUILDERS REALTY, INC.

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
*   Paul Ackerman				President (Principal Executive Officer)		July 21, 2006
/s/ Randy L. Kotler   Randy L. Kotler				Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	SILVERLAKE INTERESTS, L.C.

	By:	Newmark Homes, L.P., its Sole Member
	By:	TOUSA Homes, Inc., its General Partner
	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Randy L. Kotler   Randy L. Kotler				Director of TOUSA Homes, Inc.		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director of TOUSA Homes, Inc.		July 21, 2006

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	TOI, LLC

	By:	Technical Olympic USA, Inc., its Sole Member
	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Konstantinos Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Andreas Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   George Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Marianna Stengou				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Larry D. Horner				Director of Technical Olympic USA, Inc.		July 21, 2006
*   William A. Hasler				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Michael J. Poulos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Susan B. Parks				Director of Technical Olympic USA, Inc.		July 21, 2006
*   J. Bryan Whitworth				Director of Technical Olympic USA, Inc.		July 21, 2006

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Signature				Title		Date
*   Tommy L. McAden				Director of Technical Olympic USA, Inc.		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	TOUSA, LLC

	By:	Technical Olympic USA, Inc., its Sole Member
	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Konstantinos Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Andreas Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   George Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Marianna Stengou				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Larry D. Horner				Director of Technical Olympic USA, Inc.		July 21, 2006
*   William A. Hasler				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Michael J. Poulos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Susan B. Parks				Director of Technical Olympic USA, Inc.		July 21, 2006
*   J. Bryan Whitworth				Director of Technical Olympic USA, Inc.		July 21, 2006

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Signature				Title		Date
*   Tommy L. McAden				Director of Technical Olympic USA, Inc.		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	TOUSA ASSOCIATES SERVICES COMPANY

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
*   Clint Ooten				President (Principal Executive Officer)		July 21, 2006
/s/ Randy L. Kotler   Randy L. Kotler				Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director		July 21, 2006
/s/ Antonio B. Mon   Antonio B. Mon				Director		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	TOUSA DELAWARE, INC.

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				President (Principal Executive Officer)		July 21, 2006
/s/ Randy L. Kotler   Randy L. Kotler				Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 21, 2006
*   Barbara Albritton				Director		July 21, 2006
*   David Schoenborn				Director		July 21, 2006
*   Gordon W. Stewart				Director		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	TOUSA FUNDING, LLC

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				President (Principal Executive Officer)		July 21, 2006
/s/ Randy L. Kotler   Randy L. Kotler				Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)		July 21, 2006
*   Barbara Albritton				Manager		July 21, 2006
*   David Schoenborn				Manager		July 21, 2006
*   Candace Corra				Manager		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	TOUSA HOMES, INC.

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				President (Principal Executive Officer)		July 21, 2006
/s/ Randy L. Kotler   Randy L. Kotler				Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director		July 21, 2006

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	TOUSA HOMES INVESTMENT #1, INC.

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				President (Principal Executive Officer)		July 21, 2006
/s/ Randy L. Kotler   Randy L. Kotler				Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director		July 21, 2006

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	TOUSA HOMES INVESTMENT #2, INC.

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				President (Principal Executive Officer)		July 21, 2006
/s/ Randy L. Kotler   Randy L. Kotler				Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director		July 21, 2006

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	TOUSA HOMES INVESTMENT #1, L.P.

	By:	TOUSA, LLC, its General Partner
	By:	Technical Olympic USA, Inc., its Sole Member
	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Konstantinos Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Andreas Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   George Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Marianna Stengou				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Larry D. Horner				Director of Technical Olympic USA, Inc.		July 21, 2006
*   William A. Hasler				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Michael J. Poulos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Susan B. Parks				Director of Technical Olympic USA, Inc.		July 21, 2006

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Signature				Title		Date
*   J. Bryan Whitworth				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Tommy L. McAden				Director of Technical Olympic USA, Inc.		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	TOUSA HOMES INVESTMENT #2, LLC
	By: TOUSA Homes, L.P., its Sole Member
	By: TOUSA, LLC, its General Partner
	By: Technical Olympic USA, Inc., its Sole Member

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Konstantinos Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Andreas Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   George Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Marianna Stengou				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Larry D. Horner				Director of Technical Olympic USA, Inc.		July 21, 2006
*   William A. Hasler				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Michael J. Poulos				Director of Technical Olympic USA, Inc.		July 21, 2006

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Signature				Title		Date
*   Susan B. Parks				Director of Technical Olympic USA, Inc.		July 21, 2006
*   J. Bryan Whitworth				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Tommy L. McAden				Director of Technical Olympic USA, Inc.		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	TOUSA HOMES, L.P.
	By: TOUSA, LLC, its General Partner
	By: Technical Olympic USA, Inc., its Sole Member

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Konstantinos Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Andreas Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   George Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Marianna Stengou				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Larry D. Horner				Director of Technical Olympic USA, Inc.		July 21, 2006
*   William A. Hasler				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Michael J. Poulos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Susan B. Parks				Director of Technical Olympic USA, Inc.		July 21, 2006

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Table of Contents

Signature				Title		Date
*   J. Bryan Whitworth				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Tommy L. McAden				Director of Technical Olympic USA, Inc.		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	TOUSA INVESTMENT #1, LLC
	By: Technical Olympic USA, Inc., its Sole Member

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Konstantinos Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Andreas Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   George Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Marianna Stengou				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Larry D. Horner				Director of Technical Olympic USA, Inc.		July 21, 2006
*   William A. Hasler				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Michael J. Poulos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Susan B. Parks				Director of Technical Olympic USA, Inc.		July 21, 2006
*   J. Bryan Whitworth				Director of Technical Olympic USA, Inc.		July 21, 2006

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Signature				Title		Date
*   Tommy L. McAden				Director of Technical Olympic USA, Inc.		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	TOUSA INVESTMENT #2, INC.

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				President (Principal Executive Officer)		July 21, 2006
/s/ Randy L. Kotler   Randy L. Kotler				Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director		July 21, 2006

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	TOUSA INVESTMENT #2, LLC
	By: Technical Olympic USA, Inc., its Sole Member

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Konstantinos Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Andreas Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   George Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Marianna Stengou				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Larry D. Horner				Director of Technical Olympic USA, Inc.		July 21, 2006
*   William A. Hasler				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Michael J. Poulos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Susan B. Parks				Director of Technical Olympic USA, Inc.		July 21, 2006
*   J. Bryan Whitworth				Director of Technical Olympic USA, Inc.		July 21, 2006

II-35

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Table of Contents

Signature				Title		Date
*   Tommy L. McAden				Director of Technical Olympic USA, Inc.		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	TOUSA INVESTMENT #3, LLC
	By: Technical Olympic USA, Inc., its Sole Member

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Konstantinos Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Andreas Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   George Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Marianna Stengou				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Larry D. Horner				Director of Technical Olympic USA, Inc.		July 21, 2006
*   William A. Hasler				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Michael J. Poulos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Susan B. Parks				Director of Technical Olympic USA, Inc.		July 21, 2006
*   J. Bryan Whitworth				Director of Technical Olympic USA, Inc.		July 21, 2006

II-37

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Table of Contents

Signature				Title		Date
*   Tommy L. McAden				Director of Technical Olympic USA, Inc.		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	TOUSA INVESTMENT #4, LLC
	By: Technical Olympic USA, Inc., its Sole Member

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Konstantinos Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Andreas Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   George Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Marianna Stengou				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Larry D. Horner				Director of Technical Olympic USA, Inc.		July 21, 2006
*   William A. Hasler				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Michael J. Poulos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Susan B. Parks				Director of Technical Olympic USA, Inc.		July 21, 2006
*   J. Bryan Whitworth				Director of Technical Olympic USA, Inc.		July 21, 2006

II-39

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Table of Contents

Signature				Title		Date
*   Tommy L. McAden				Director of Technical Olympic USA, Inc.		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	TOUSA INVESTMENT #5, LLC
	By: Technical Olympic USA, Inc., its Sole Member

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Konstantinos Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Andreas Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   George Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Marianna Stengou				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Larry D. Horner				Director of Technical Olympic USA, Inc.		July 21, 2006
*   William A. Hasler				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Michael J. Poulos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Susan B. Parks				Director of Technical Olympic USA, Inc.		July 21, 2006
*   J. Bryan Whitworth				Director of Technical Olympic USA, Inc.		July 21, 2006

II-41

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Table of Contents

Signature				Title		Date
*   Tommy L. McAden				Director of Technical Olympic USA, Inc.		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	TOUSA MID-ATLANTIC INVESTMENT, LLC
	By: TOUSA Homes, L.P., its Sole Member
	By: TOUSA, LLC, its General Partner
	By: Technical Olympic USA, Inc., its Sole Member

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Interim Chief Financial Officer, Senior Vice President and Chief Accounting Officer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Konstantinos Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Andreas Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   George Stengos				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Marianna Stengou				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Larry D. Horner				Director of Technical Olympic USA, Inc.		July 21, 2006
*   William A. Hasler				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Michael J. Poulos				Director of Technical Olympic USA, Inc.		July 21, 2006

II-43

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Table of Contents

Signature				Title		Date
*   Susan B. Parks				Director of Technical Olympic USA, Inc.		July 21, 2006
*   J. Bryan Whitworth				Director of Technical Olympic USA, Inc.		July 21, 2006
*   Tommy L. McAden				Director of Technical Olympic USA, Inc.		July 21, 2006
* /s/ Antonio B. Mon     Antonio B. Mon   Attorney-in-Fact

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	TOUSA REALTY, INC.

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				President (Principal Executive Officer)		July 21, 2006
/s/ Randy L. Kotler   Randy L. Kotler				Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director		July 21, 2006

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	TOUSA VENTURES, LLC
	By: TOUSA Homes, Inc., its Sole Member

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Randy L. Kotler   Randy L. Kotler				Director of TOUSA Homes, Inc.		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director of TOUSA Homes, Inc.		July 21, 2006

II-46

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	TOUSA/ WEST HOLDINGS, INC.

	By:	/s/ Randy L. Kotler

	Randy L. Kotler
	Vice President and Treasurer

Signature				Title		Date
/s/ Antonio B. Mon   Antonio B. Mon				President (Principal Executive Officer)		July 21, 2006
/s/ Randy L. Kotler   Randy L. Kotler				Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director		July 21, 2006
/s/ Russell Devendorf   Russell Devendorf				Director		July 21, 2006

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Exhibit
Number				Description
	23	.1		Consent of Ernst & Young LLP, independent registered public accounting firm.
	99	.1		Form of Letter of Transmittal.