Exhibit 10.1

FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of the 13 day of January, 2009 (the “Closing Date”), by and among ASHTON WOODS USA L.L.C. (“Borrower”), the LENDERS party hereto, WACHOVIA BANK, NATIONAL ASSOCIATION, as agent (“Agent”), and the GUARANTORS party hereto.

R E C I T A L S

WHEREAS, Borrower, Agent and the Lenders have entered into a certain First Amended and Restated Credit Agreement dated as of December 16, 2005 (as amended by that certain First Amendment to First Amended and Restated Credit Agreement dated as of January 11, 2007, that certain Second Amendment to First Amended and Restated Credit Agreement dated as of June 15, 2007, and that certain Third Amendment to First Amended and Restated Credit Agreement dated as of December 20, 2007, the “Credit Agreement”). Capitalized terms used in this Amendment which are not otherwise defined in this Amendment shall have the respective meanings assigned to them in the Credit Agreement;

WHEREAS, the Guarantors consist of Owner Guarantors that have executed or otherwise become a party to the Owner Guaranty Agreement and Subsidiary Guarantors that have executed or otherwise become a party to the Subsidiary Guaranty Agreement;

WHEREAS, Borrower and the Guarantors have requested Agent and the Lenders to amend the Credit Agreement to modify certain provisions and to make other such changes as the parties hereunder deem appropriate upon the terms and conditions hereinafter set forth;

WHEREAS, certain Specified Defaults (as hereinafter defined) are currently existing as a result of which the Lenders are under no obligation to continue to make Loans or issue Facility L/Cs under the Credit Agreement; and

WHEREAS, Borrower has requested that the Lenders waive the Specified Defaults and make certain Loans and/or issue Facility L/Cs to Borrower and the Lenders have agreed to do so only if the Credit Agreement is amended as set forth herein and Borrower fulfills the conditions to effectiveness of this Amendment including, but not limited to (i) granting the Lenders a first priority, senior secured lien on substantially all assets of Borrower and the Subsidiary Guarantors which liens shall secure all Obligations (as defined in the Credit Agreement), (ii) granting the Lenders a first priority, senior secured lien on any ownership interests in Borrower owned by the Owner Guarantors and (iii) the acceptance of the Noteholders representing at least 90% of the Senior Subordinated Notes (as described below) of the Exchanged Notes, the Offering Memorandum and the Exchange Indenture (each as hereinafter defined);

NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Agent, the Lenders and the Guarantors, intending to be legally bound hereby, agree as follows:

SECTION 1. Recitals. The Recitals are incorporated herein by reference and shall be deemed to be a part of this Amendment.

SECTION 2. Amendments to the Credit Agreement.

2.1 As of the Closing Date, the Aggregate Commitment under the Credit Agreement shall hereby be reduced to $95,000,000.

2.2 The amendments to the Credit Agreement described in Section 2.3 below will become effective if, prior to February 20, 2009 (the “Effectiveness Termination Date”), the following conditions are satisfied (unless waived by the Required Lenders, in writing, in their sole discretion) (the date on or prior to the Effectiveness Termination Date that such conditions are satisfied shall be the “Fourth Amendment Effective Date”). If the following conditions are not satisfied on or prior to the Effectiveness Termination Date, the amendments described in Section 2.3 below shall not be effective at any time:

(a) The Bond Resolution (as hereinafter defined) shall have been completed;

(b) Borrower shall have received at least $20,000,000 in new cash equity from Borrower’s owners or third-party investors since the Closing Date (the “New Equity”);

(c) The Bridge Loan (as hereinafter defined) shall be repaid and the commitments thereunder terminated prior to or concurrently with the Fourth Amendment Effective Date and the Bridge Collateral shall be released by the Bridge Creditor (as hereinafter defined);

(d) Borrower shall have entered into the Security Documents (as defined in the amendments set forth in Schedule 1) which shall be satisfactory in all respects to Agent and the Required Lenders and which provide a first priority, senior secured lien on all homebuilding assets and all other personal property, cash, and intangible assets and other assets (subject to such exceptions as may be approved by Agent), owned at such time or thereafter acquired, of Borrower and its Subsidiaries in favor of Agent for the benefit of the Lenders to secure the Obligations (the “Security”); provided that each Lender shall be assumed to have agreed that such forms of Security Documents are satisfactory if they do not advise Agent otherwise prior to February 1, 2009;

(e) Borrower shall have delivered to the Agent due diligence related to the Security which satisfies the Mortgage Requirements (subject to such exceptions as may be approved by Agent) (other than the Appraisals) (each as defined in Schedule 1) for all real property assets of Borrower and its Subsidiaries;

(f) The Security Agreement, the Pledge Agreements, the Mortgages and the Control Agreements (each as defined in Schedule 1) shall have been properly executed by Borrower, the Subsidiary Guarantors, the Owner Guarantors and Agent, as appropriate;

(g) Each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by Agent to be filed,

registered or recorded in order to create in favor of Agent for the benefit of Lenders a valid, legal and perfected first-priority security interest in and lien on the Security (subject to Permitted Liens) shall have been filed, registered or recorded and evidence thereof shall have been delivered to Agent;

(h) Borrower shall have paid all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement, this Amendment and the Security, including the remaining 60% of the Consent Fee (as hereinafter defined);

(i) Borrower shall have delivered to Agent opinions of counsel addressing due authorization, execution and enforceability of the Security Documents and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request;

(j) Borrower shall provide a supplement to Schedule 2 and Schedule 4.16 to the Credit Agreement if Borrower determines necessary, and such Schedules, as supplemented, shall be satisfactory in all respects to Agent;

(k) The fact that the representations and warranties of Borrower and each Guarantor contained in Article 4 of the Credit Agreement and Section 8 of this Amendment shall be true, correct and complete in all material respects on and as of the Fourth Amendment Effective Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date);

(l) No Default or Event of Default shall (i) have occurred or be continuing under the Credit Agreement or (ii) occur or exist upon effectiveness of this Agreement and the amendments to the Credit Agreement contemplated hereby;

(m) No default or event of default shall exist under (i) the Amended Notes, (ii) the Exchanged Notes, or (iii) the Exchange Indenture; and

(n) Borrower and all Guarantors shall have delivered to Agent a certificate certifying, as of the Fourth Amendment Effective Date, as follows:

EACH OF BORROWER AND THE GUARANTORS ACKNOWLEDGES THAT EACH OF THE AGENT AND THE LENDERS HAS ACTED IN GOOD FAITH AND HAS CONDUCTED ITSELF IN A COMMERCIALLY REASONABLE MANNER IN ITS RELATIONSHIPS WITH BORROWER AND THE GUARANTORS IN CONNECTION WITH THE FOURTH AMENDMENT AND IN CONNECTION WITH THE OBLIGATIONS AND THE CREDIT AGREEMENT, BORROWER AND THE GUARANTORS HEREBY WAIVING AND RELEASING ANY CLAIMS TO THE CONTRARY. EACH OF BORROWER AND THE GUARANTORS ON ITS OWN BEHALF AND ON BEHALF OF EACH OF ITS AFFILIATES, RELEASES AND DISCHARGES THE AGENT AND THE LENDERS, ALL AFFILIATES OF THE

AGENT AND THE LENDERS, ALL OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS OF THE AGENT AND THE LENDERS OR ANY OF THEIR AFFILIATES, AND ALL OF THEIR PREDECESSORS IN INTEREST, FROM ANY AND ALL CLAIMS, DEFENSES AND CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN AND WHETHER NOW EXISTING OR HEREAFTER ARISING, INCLUDING WITHOUT LIMITATION, ANY USURY CLAIMS, THAT HAVE AT ANY TIME BEEN OWNED, OR THAT ARE HEREAFTER OWNED, IN TORT OR IN CONTRACT BY BORROWER, ANY GUARANTOR OR ANY AFFILIATE OF BORROWER OR ANY GUARANTOR AND THAT ARISE OUT OF ANY ONE OR MORE CIRCUMSTANCES OR EVENTS THAT OCCURRED PRIOR TO THE FOURTH AMENDMENT EFFECTIVE DATE. MOREOVER, EACH OF BORROWER AND THE GUARANTORS, JOINTLY AND SEVERALLY, ON ITS OWN BEHALF AND ON BEHALF OF EACH OF ITS AFFILIATES, WAIVES ANY AND ALL CLAIMS NOW OR HEREAFTER ARISING FROM OR RELATED TO ANY DELAY BY THE AGENT AND THE LENDERS IN EXERCISING ANY RIGHTS OR REMEDIES UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.

2.3 On the Fourth Amendment Effective Date, the following amendments to the Credit Agreement shall be effective:

(a) The definitions set forth in Part A of Schedule 1, attached hereto and made a part hereof, shall be deleted from Section 1.1 of the Credit Agreement and such definitions shall be restated in their entirety as set forth in Part A of Schedule 1;

(b) The definitions set forth in Part B of Schedule 1, attached hereto and made a part hereof, shall be added to Section 1.1 of the Credit Agreement in alphabetical order;

(c) The definitions set forth in Part C of Schedule 1, attached hereto and made a part hereof, shall be deleted from Section 1.1 of the Credit Agreement in their entirety;

(d) The sections in the Credit Agreement as set forth in Part D of Schedule 1, attached hereto and made a part hereof, shall be deleted from the Credit Agreement and such sections shall be restated in their entirety as set forth in Part D of Schedule 1;

(e) The sections to the Credit Agreement set forth in Part E of Schedule 1, attached hereto and made a part hereof, shall be added to the Credit Agreement in the numerical order set forth in Part E of Schedule 1;

(f) Exhibit A to the Credit Agreement shall hereby be amended by deleting such Exhibit A in its entirety and inserting in lieu thereof the Exhibit A attached hereto and made a part hereof;

(g) Exhibits J-1, J-2, J-3, K, L-1, L-2 and M, each as attached hereto and made a part hereof, shall be added to, and become Exhibits to, the Credit Agreement; and

(h) Schedule 4.16, delivered as required pursuant to Section 8.17 hereof, shall be added to, and become a Schedule to, the Credit Agreement.

2.4 If the conditions set forth in Section 2.2 are not satisfied on or prior to the Effectiveness Termination Date, the amendments and supplements to the Credit Agreement and Exhibits and Schedules to the Credit Agreement as set forth in Section 2.3 shall not be effective at any time.

SECTION 3. Bond Resolution. On or before the Effectiveness Termination Date (the “Bond Resolution Date”), Borrower shall have caused to be effective a consent solicitation and exchange offer for the 9.5% Senior Subordinated Notes (the “Senior Subordinated Notes”) pursuant to which such Senior Subordinated Notes shall be surrendered and exchanged for new subordinated notes to be issued by Borrower (the “Exchanged Notes”) and the indenture governing any remaining Senior Subordinated Notes will be amended (the “Bond Amendment”). Such exchange offer and consent solicitation shall be evidenced by an offering memorandum and letter of transmittal (collectively, the “Offering Memorandum”). The Exchanged Notes shall be evidenced by a new indenture (the “Exchange Indenture”). The Offering Memorandum, the Bond Amendment, the Exchanged Notes and the Exchange Indenture shall be satisfactory in all respects to Agent and the Required Lenders, and shall be subject to the conditions listed below. The effective exchange of at least 90% of the Senior Subordinated Notes pursuant to the terms set forth in the Offering Memorandum on or before the Bond Resolution Date and satisfaction of the conditions listed below will be termed the “Bond Resolution”.

3.1 Noteholders representing at least 90% of the Senior Subordinated Notes must have validly tendered and not withdrawn their Senior Subordinated Notes pursuant to the Offering Memorandum.

3.2 The Offering Memorandum and Exchange Indenture and all related documentation must be satisfactory to Agent and Required Lenders and shall include, without limitation, subordination and intercreditor terms satisfactory to Agent and Required Lenders providing that (among other things), in the event of a default under the Exchanged Notes or upon the occurrence of an Event of Default under the Credit Agreement, the noteholders shall be precluded from exercising any remedies under the Exchanged Notes (other than in the event of (i) a default in the payment of principal under the Credit Agreement which is not waived or remedied within 180 days or (ii) an acceleration of the Credit Agreement), and no payments shall be made or accepted under the Exchanged Notes for at least 180 days following a default under the Exchanged Notes or an Event of Default under the Credit Agreement; provided that each Lender shall be assumed to have agreed that such subordination and intercreditor terms are satisfactory if it does not advise Agent otherwise in writing prior to the Bond Resolution Date.

3.3 No default or event of default shall exist under (a) the Senior Subordinated Notes (as amended pursuant to the Bond Amendment on or prior to the effectiveness of the

Exchange Indenture, the “Amended Notes”), (b) the Exchanged Notes, or (c) the Exchange Indenture.

3.4 The terms of the Exchanged Notes shall be based on the provisions set forth in the terms and conditions attached hereto as Schedule 2.

The Lenders hereby (i) consent to the amendment and exchange of the Senior Subordinated Notes on or prior to the Effectiveness Termination Date subject to the satisfaction of the conditions listed in this Section 3, and (ii) agree that an amendment and exchange of the Senior Subordinated Notes on or prior to the Effectiveness Termination Date subject to the satisfaction of the conditions listed in this Section 3 shall not constitute a Default under the Credit Agreement.

SECTION 4. Defaults; Waiver. Borrower is in default under the terms of the Credit Agreement. In particular, (i) for the fiscal period ending May 31, 2008, Borrower is in noncompliance with Section 6.10 [Maintenance of Minimum Tangible Net Worth], Section 6.11 [Maintenance of Leverage Ratio] and Section 7.5 [Land Components] of the Credit Agreement, (ii) for the fiscal period ended August 31, 2008, Borrower is in noncompliance with Section 6.10 [Maintenance of Minimum Tangible Net Worth], Section 6.11 [Maintenance of Leverage Ratio], Section 7.4 [Limitation on Unimproved Entitled Land] and Section 7.5 [Land Components] of the Credit Agreement and (iii) as of October 1, 2008, Borrower is in noncompliance with Section 9.6(a) [Default in Payment of any Indebtedness] for the payments due on October 1, 2008 (collectively, the “Specified Defaults”). Subject to the terms and conditions set forth herein, Agent and the Lenders hereby agree to waive compliance with the Credit Agreement for the Specified Defaults; provided however that such waiver shall only be effective on and as of the Fourth Amendment Effective Date. If the conditions set forth in Section 2.2 are not satisfied on or prior to the Effectiveness Termination Date, the waiver set forth in this Section 4 shall have no force and effect and the Lenders hereby reserve all of their rights and remedies with respect to the Specified Defaults. Other defaults may exist under the terms of the Credit Agreement and the Lenders reserve the right to assert all other defaults under the Credit Agreement, whether such defaults exist now or may hereafter occur.

SECTION 5. No Fundings. No Revolving Credit Loan or Swingline Loan shall be made, nor shall any Facility L/C be issued, until the Fourth Amendment Effective Date.

SECTION 6. Bridge Loan.

6.1 The Lenders hereby consent to the borrowing by Borrower and guaranty by the Borrower Subsidiaries of a loan which loan shall (a) not exceed $7,000,000, (b) be provided by Parkmount Land Development Inc. (an entity owned and controlled by existing direct or indirect equity holders of Borrower) (the “Bridge Creditor”), (c) be secured by assets of Borrower and its Subsidiaries with an aggregate book value not to exceed the lesser of (i) two times the principal amount of such loan and (ii) $14,000,000 (the “Bridge Collateral”), (d) contain no covenants, (e) contain no cross default to the Credit Agreement, (f) have a maturity date not later than one (1) year from the date the loan is made, (h) provide for interest payments not in excess of the greater of (i) the Alternate Base Rate plus 6.00% and (ii) the LIBOR Rate plus 6.00%, (h) not require principal payments on such loan prior to maturity, (i) permit

prepayment, without penalty or premium, of such loan, and (j) otherwise contain terms and conditions subject to Agent’s approval (the “Bridge Loan”).

6.2 Subject to the terms and conditions set forth in Section 6.1 above, the Lenders hereby waive compliance with the Credit Agreement for (a) the failure of the Borrower to comply or to cause compliance with Section 7.2 of the Credit Agreement by placing a Lien on the Bridge Collateral pursuant to the terms of the Bridge Loan, and (b) the failure of the Borrower to comply or cause compliance with Section 7.9 of the Credit Agreement by incurring additional Indebtedness under the Bridge Loan.

SECTION 7. Conditions Precedent to Closing. The Closing Date of this Amendment is subject to the following conditions:

7.1 this Amendment shall have been properly executed by the Required Lenders, Agent, the Guarantors and Borrower;

7.2 Borrower shall be diligently pursuing the Bond Resolution, pursuant to the terms set forth in Schedule 2;

7.3 Borrower shall have paid all fees and expenses to be paid by Borrower to Agent and the Lenders in connection with the Credit Agreement and this Amendment, all fees, expenses and costs (including reasonable attorneys’ fees and expenses but excluding the allocated costs of internal counsel) incurred by Agent, Lenders or their Affiliates or agents in connection with the Credit Agreement and this Amendment, including a fee to Agent, for the account of each Lender (including Wachovia Bank, National Association) approving this Amendment, a consent fee (the “Consent Fee”) equal to 50 basis points multiplied by each such Lender’s Commitment; provided, however that only 40% of the Consent Fee shall be due and payable on the Closing Date, and the remaining 60% of the Consent Fee shall be due and payable on the Fourth Amendment Effective Date; provided further, however, if the Fourth Amendment Effective Date does not occur prior to the Effectiveness Termination Date, or such later date as may be agreed to by the Lenders, the remaining 60% of the Consent Fee shall no longer be due and payable;

7.4 receipt by Agent, unless otherwise agreed to by Agent, of resolutions of Borrower’s and each Guarantor’s board of directors or similar governing body approving this Amendment and the amendments to the Credit Agreement contained herein, authorizing, among other things, the execution and delivery by the appropriate officers on behalf of Borrower, and the performance by Borrower, of this Amendment, the Credit Agreement and the other Loan Documents and certificates related to such resolutions;

7.5 receipt by Agent of opinions of counsel to Borrower and Guarantors, Paul, Hastings, Janofsky & Walker LLP, addressing due authorization, execution and enforceability of this Amendment, no conflicts with any law or any other agreements, and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request; and

7.6 the fact that the representations and warranties of Borrower and each Guarantor contained in Article 5 of the Credit Agreement and Section 8 of this Amendment shall

be true, correct and complete in all material respects on and as of the Closing Date as if made on and as of such date unless stated to relate to a specific earlier date (in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date).

SECTION 8. Representations, Covenants and Agreements. In order to induce the Lenders to enter into this Amendment, Borrower and the Guarantors each represents, warrants, covenants and agrees that:

8.1 Credit Agreement. The Credit Agreement, as amended hereby, constitutes the valid, legal and binding obligation of Borrower and such Credit Agreement, as amended hereby, is fully enforceable in accordance with its terms and conditions.

8.2 Guaranty Agreements. The Guaranty Agreements constitute the valid, legal and binding obligation of the Guarantors and such Guaranty Agreements are fully enforceable in accordance with their terms and conditions.

8.3 Security Agreement. On and as of the Fourth Amendment Effective Date, the Security Agreement is effective to create in favor of Agent, for the ratable benefit of the Secured Parties (as defined in Schedule 1), a legal, valid and enforceable security interest in the Collateral identified therein owned by Borrower and Subsidiary Guarantors, and, when financing statements in appropriate form are filed in the appropriate offices for the locations specified in the schedules to the Security Agreement, the Security Agreement shall constitute a fully perfected Lien (subject to Permitted Liens) on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral that may be perfected by filing, recording or registering a financing statement under the UCC as in effect, in each case prior and superior in right to any other Lien (other than Permitted Liens) on any Collateral.

8.4 Control Agreements. On and as of the Fourth Amendment Effective Date, the Control Agreements constitute the valid, legal and binding obligation of Borrower and the Subsidiary Guarantors party thereto and are fully enforceable in accordance with their terms and conditions.

8.5 Pledge Agreement. On and as of the Fourth Amendment Effective Date, each Pledge Agreement is effective to create in favor of Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral identified therein, and, when such Collateral is delivered to Agent, each Pledge Agreement shall constitute a fully perfected first priority Lien (subject to Permitted Liens) on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case subject to no other Lien (other than Permitted Liens).

8.6 Mortgages. On and as of the Fourth Amendment Effective Date, the Mortgages granted pursuant to the terms of this Amendment are effective to create in favor of Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien and security interest in the Property identified therein owned by Borrower and/or one or more Subsidiary Guarantors who are a party thereto, and, when such Mortgages are filed in the appropriate offices for the locations specified in such Mortgages, the Mortgages shall constitute a

fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Property, in each case prior and superior in right to any other Lien (other than Permitted Liens).

8.7 Security. Borrower and the Guarantors are entering into the Security Agreement, Control Agreements, Pledge Agreements and Mortgages as consideration for the Lenders entering into this Amendment and agreeing to make Loans and issue Facility L/Cs up to the Borrowing Cap and to secure such Loans and Facility L/Cs up to the Borrowing Cap and all other Obligations under the Loan Documents.

8.8 Subordinated Notes. On and as of the Closing Date, the Senior Subordinated Notes are the only Subordinated Notes issued and outstanding. On and as of the Fourth Amendment Effectiveness Date, the Amended Notes and the Exchanged Notes are the only Subordinated Notes issued and outstanding.

8.9 Bond Resolution. On or before the Effectiveness Termination Date, Borrower shall cause (i) the Bond Resolution Date to occur or (ii) the Offering Memorandum and Exchange Indenture to be executed and effective.

8.10 Continued Payment and Performance. Except as expressly modified by this Amendment, Borrower and the Guarantors shall continue to pay and perform their obligations herein and under the Credit Agreement and the Guaranty Agreements in accordance with the terms hereof and thereof and shall comply with each and every term, provision and agreement contained herein and in the Credit Agreement and the Guaranty Agreements.

8.11 No Default. Other than the Specified Defaults, no default or event of default, nor any act, event, condition or circumstance which with the passage of time or the giving of notice, or both, would constitute a default or an event of default, under the Credit Agreement, the Guaranty Agreements or any other Loan Document has occurred and is continuing on the date hereof.

8.12 Power and Authority. Borrower and the Guarantors each has the power and authority to enter into this Amendment and the other Loan Documents and to do all acts and things as are required or contemplated hereunder or thereunder to be done, observed and performed by it.

8.13 Enforceable Obligations. This Amendment has been duly authorized, validly executed and delivered by one or more authorized officers of Borrower and Guarantors and constitutes a legal, valid and binding obligation of Borrower and each Subsidiary Guarantor, enforceable against it in accordance with its terms, subject to the effect, if any, of bankruptcy, insolvency, reorganization, arrangement or other similar laws relating to or affecting the rights of creditors generally and the limitations, if any, imposed by the general principles of equity and public policy.

8.14 Approvals; No Conflict. The execution and delivery of this Amendment and the performance of Borrower and the Guarantors hereunder does not and will not require the consent or approval of any regulatory authority or governmental authority or agency having jurisdiction over Borrower or the Guarantors, nor be in contravention of or in conflict with the

articles of incorporation or bylaws of Borrower or the Guarantors, as applicable, or the provision of any statute, or any judgment, order or indenture, instrument, agreement or undertaking, to which any of Borrower or the Guarantors is party or by which the assets or properties of Borrower and the Guarantors are or may become bound.

8.15 Resolutions. Within five (5) Business Days of the Closing Date, the Agent shall receive any certificates and resolutions of Borrower and each Guarantor described in Section 7.4 which Agent did not require to be delivered on or prior to the Closing Date in accordance with Section 7.4.

8.16 Legal Opinions. Within five (5) Business Days of the Closing Date, Borrower shall cause to be delivered to Agent opinions of counsel addressing due authorization, execution and enforceability of this Amendment and such other matters relating to this Amendment and the transactions contemplated hereby as Agent may reasonably request by counsel to Borrower and Guarantors from each jurisdiction in which such parties are organized.

8.17 Schedule 4.16. On or before January 16, 2009, Borrower shall cause to be delivered to Agent, each in form and substance satisfactory to Agent, (a) Schedule 4.16 to the Credit Agreement (as to be amended on the Fourth Amendment Effective Date in accordance with Schedule 1 hereto) and (b) a certificate executed by the Borrower which certifies that such Schedule 4.16 includes a complete and accurate list, as of the date of delivery, of the location, by state, county and street address (if such street address is available) of all items described in Section 4.16(b) (as set forth on Schedule 1 hereto).

SECTION 9. Reaffirmation. Borrower confirms, reaffirms and ratifies its obligations contained in the Credit Agreement and any other agreement or document relating to the Obligations. Borrower, on its own behalf and on behalf of each of its affiliates, warrants and represents to Agent and the Lenders that the Facility and the Obligations and any and all other Obligations of Borrower or any affiliate of Borrower to Agent and the Lenders, any affiliate of Agent and the Lenders, or any predecessors in interest of Agent and the Lenders or any affiliate of Agent and the Lenders, are not subject to any credits, charges, claims, counterclaims, defenses, or rights of offset or deduction of any kind or character whatsoever. Each of the Guarantors hereby (a) consents to the transactions contemplated by this Amendment and (b) acknowledges and agrees that (i) the guarantees made by such party contained in the Guaranty Agreements are, and shall remain, in full force and effect after giving effect to this Amendment and the amendments to the Credit Agreement contained herein, and (ii) the obligations of each Guarantor pursuant to the Guaranty Agreements are not subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations guaranteed thereunder, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations guaranteed thereunder or otherwise.

SECTION 10. WAIVER OF CLAIMS. EACH OF BORROWER AND THE GUARANTORS ACKNOWLEDGES THAT EACH OF THE AGENT AND THE LENDERS HAS ACTED IN GOOD FAITH AND HAS CONDUCTED ITSELF IN A COMMERCIALLY REASONABLE MANNER IN ITS RELATIONSHIPS WITH

BORROWER AND THE GUARANTORS IN CONNECTION WITH THIS AMENDMENT AND IN CONNECTION WITH THE OBLIGATIONS AND THE CREDIT AGREEMENT, BORROWER AND THE GUARANTORS HEREBY WAIVING AND RELEASING ANY CLAIMS TO THE CONTRARY. EACH OF BORROWER AND THE GUARANTORS ON ITS OWN BEHALF AND ON BEHALF OF EACH OF ITS AFFILIATES, RELEASES AND DISCHARGES THE AGENT AND THE LENDERS, ALL AFFILIATES OF THE AGENT AND THE LENDERS, ALL OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS OF THE AGENT AND THE LENDERS OR ANY OF THEIR AFFILIATES, AND ALL OF THEIR PREDECESSORS IN INTEREST, FROM ANY AND ALL CLAIMS, DEFENSES AND CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN AND WHETHER NOW EXISTING OR HEREAFTER ARISING, INCLUDING WITHOUT LIMITATION, ANY USURY CLAIMS, THAT HAVE AT ANY TIME BEEN OWNED, OR THAT ARE HEREAFTER OWNED, IN TORT OR IN CONTRACT BY BORROWER, ANY GUARANTOR OR ANY AFFILIATE OF BORROWER OR ANY GUARANTOR AND THAT ARISE OUT OF ANY ONE OR MORE CIRCUMSTANCES OR EVENTS THAT OCCURRED PRIOR TO THE DATE OF THIS AMENDMENT. MOREOVER, EACH OF BORROWER AND THE GUARANTORS, JOINTLY AND SEVERALLY, ON ITS OWN BEHALF AND ON BEHALF OF EACH OF ITS AFFILIATES, WAIVES ANY AND ALL CLAIMS NOW OR HEREAFTER ARISING FROM OR RELATED TO ANY DELAY BY THE AGENT AND THE LENDERS IN EXERCISING ANY RIGHTS OR REMEDIES UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.

SECTION 11. Expenses and Indemnification. Borrower agrees to pay upon demand, all reasonable out-of-pocket costs and expenses of Agent and the Lenders (including the reasonable fees and disbursements of counsel) in connection with the preparation, execution and delivery of this Amendment and in connection with the enforcement of the Credit Agreement, this Amendment or any of the other Loan Documents. Borrower, on its own behalf and on behalf of each of its affiliates, agrees to indemnify Agent and the Lenders, their officers, directors, employees, attorneys and agents, and all affiliates of Agent and the Lenders and predecessors in interest of Agent and the Lenders or any affiliate of Agent and the Lenders (each an “Indemnified Party”) and hold each Indemnified Party harmless against all claims, losses, liabilities and expenses (including reasonable fees and disbursements of counsel but excluding the allocated costs of internal counsel) arising from or relating to the Facility, the Credit Agreement, the other Loan Documents, this Amendment and any and all loans and other transactions between Borrower or any affiliate of Borrower and any Indemnified Party. The Guarantors each agree that the foregoing obligations of Borrower shall be included in and shall constitute part of the “Obligations” as defined in the Guaranty Agreements.

SECTION 12. Default; Cross-Default. It shall be a default under this Amendment, and an Event of Default under the Credit Agreement, the Guaranty Agreements, all other Loan Documents and under any and all other obligations of Borrower or the Guarantors, if: (a) any one or more of them shall fail to comply with any of the terms of this Amendment; (b) any one or more of them shall default under any provision of the Credit Agreement, after giving effect to any applicable notice or cure periods or materiality standards; (c) any one or more of them shall default under any other obligation to Agent or to any Lender, after giving effect to any applicable

notice or cure periods or materiality standards; (d) any entity either affiliated or under common control with Borrower or the Guarantors shall be in default under any other agreement or obligation to Agent or to any Lender or (e) the conditions set forth in Section 2.2 are not satisfied by the Effectiveness Termination Date.

SECTION 13. Waiver, Rights and Remedies. This Amendment shall not prejudice any right or remedy of Agent or the Lenders and shall not be deemed a waiver of any right or remedy, except with respect to the Specified Defaults specifically described herein. Agent and the Lenders expressly reserve all of the rights and remedies with respect to any other present or future default or event of default arising under the Credit Agreement, including, without limitation, any failure to make any payment on the Obligations from and after the date hereof, or failure to perform any other obligation of Borrower or any other entity affiliated or under common control with Borrower to Agent or the Lenders. This Amendment shall be binding on, and inure to the benefit of, the parties and their respective successors, heirs and assigns.

SECTION 14. Notice. Any notice required to be given under this Amendment shall be given in accordance with Section 11.1 of the Credit Agreement. Borrower hereby notifies all parties hereto that all notices to Borrower or any Guarantor should be mailed transmitted or delivered to the following address and not the address set forth in Section 11.1 of the Credit Agreement:

1405 Old Alabama Road, Suite 200, Roswell, Georgia 30076, Attention of Kevin Abelson, Vice President Finance (Telecopier No. (770) 642-1775; Telephone No. (770) 998-9663 ext. 222), with a copy to 3751 Victoria Park Avenue, Toronto, Ontario, M1W3Z4 Canada, Attention of Seymour Joffe (Telecopier No. (416) 449-1073; Telephone No. (416) 449-1340) and a copy to 3751 Victoria Park Avenue, Toronto, Ontario M1W 3Z4 Canada, Attention of Harry Rosenbaum (Telecopier No. (416) 449-6438; Telephone No. (416) 449-1340).

SECTION 15. Interpretation. This Amendment shall be construed to liberally effectuate the rights and remedies of the parties hereto as expressed herein, and neither such principle of interpretation nor the express language of this Amendment shall be impaired or adversely affected by any instruments and documents executed in connection herewith. The deletion of any provision from a prior draft of this Amendment shall not and shall not be deemed to constitute (and shall not be used as) evidence of any fact or interpretation, since the parties may disagree as to the meaning and effect of such a deletion, and no prior draft of this Amendment shall be admissible as evidence of the meaning of this Amendment. Should any provision of this Amendment, the Credit Agreement or the other Loan Documents require judicial interpretation, it is agreed that a court interpreting or construing same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it being agreed that all parties hereto have participated in the preparation hereof and of the Credit Agreement and the other Loan Documents.

SECTION 16. No Other Amendment. Except for the amendments set forth above, the text of the Credit Agreement shall remain unchanged and in full force and effect. This Amendment is not intended to effect, nor shall it be construed as, a novation. The Credit Agreement and this Amendment shall be construed together as a single agreement. Nothing herein contained shall waive, annul, vary or affect any provision, condition, covenant or

agreement contained in the Credit Agreement, except as herein amended or specifically waived with respect to the Specified Defaults, nor affect nor impair any rights, powers or remedies under the Credit Agreement as hereby amended. The Lenders and Agent do hereby reserve all of their rights and remedies against all parties who may be or may hereafter become secondarily liable for the repayment of the Obligations. Borrower promises and agrees to perform all of the requirements, conditions, agreements and obligations under the terms of the Credit Agreement, as heretofore and hereby amended. The Credit Agreement, as so amended, is hereby ratified and affirmed. Borrower hereby expressly agrees that the Credit Agreement, as amended, is in full force and effect.

SECTION 17. No Course of Conduct. At no time shall the prior or subsequent course of conduct by Borrower or Agent and the Lenders directly or indirectly limit, impair or otherwise adversely affect any of the parties’ rights or remedies in connection with this or any of the instruments and documents executed in connection herewith, since the parties hereto agree that this Amendment and the Credit Agreement shall only be amended by written instruments executed by the parties, as provided herein. To the extent that Agent and the Lenders may have previously permitted Borrower to deviate from the terms and provisions of the Credit Agreement, Borrower and the Guarantors hereby acknowledge and agree that from the date of this Amendment, Borrower shall be required and expected to strictly comply with all terms and provisions of this Amendment and the Credit Agreement and Agent and the Lenders intend to enforce the terms and provisions of this Amendment and the Credit Agreement as in effect on the date hereof as amended hereby.

SECTION 18. Limited Relationships. Neither Agent, the Lenders nor any representative of Agent or the Lenders at any time has agreed or consented to being an agent, principal, business associate or participant, joint venturer, partner or alter ego of any of Borrower, the Guarantors or any of their affiliates, and no such relationship is contemplated. No person except employees of Agent, the Lenders and Agent’s and Lenders’ counsel has at any time been directly or indirectly authorized by Agent or the Lenders to directly or indirectly represent, speak or act for or on behalf of Agent or the Lenders with respect to any matter whatsoever related to, arising out of or connected with this Amendment or any other matter or contract.

SECTION 19. ARM’S LENGTH AGREEMENT. BORROWER AND EACH GUARANTOR EACH HEREBY ACKNOWLEDGES THAT IT HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AMENDMENT AFTER AN ADEQUATE OPPORTUNITY AND SUFFICIENT PERIOD OF TIME TO REVIEW, ANALYZE, AND DISCUSS: (I) ALL TERMS AND CONDITIONS OF THIS AMENDMENT; (II) ANY AND ALL OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT; AND (III) ALL FACTUAL AND LEGAL MATTERS RELEVANT TO THIS AMENDMENT AND/OR ANY AND ALL SUCH OTHER DOCUMENTS, WITH COUNSEL FREELY AND INDEPENDENTLY SELECTED BY BORROWER AND THE GUARANTORS. BORROWER AND THE GUARANTORS EACH FURTHER ACKNOWLEDGES AND AGREES THAT IT HAS ACTIVELY AND WITH FULL UNDERSTANDING PARTICIPATED IN THE NEGOTIATION OF THIS AMENDMENT AND ALL OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT AFTER CONSULTATION AND REVIEW WITH ITS COUNSEL, THAT ALL OF THE TERMS AND

CONDITIONS OF THIS AMENDMENT AND THE OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT HAVE BEEN NEGOTIATED AT ARM’S-LENGTH, AND THAT THIS AMENDMENT AND ANY AND ALL SUCH OTHER DOCUMENTS HAVE BEEN NEGOTIATED, PREPARED, AND EXECUTED WITHOUT FRAUD, DURESS, UNDUE INFLUENCE, OR COERCION OF ANY KIND OR NATURE WHATSOEVER HAVING BEEN EXERTED BY OR IMPOSED UPON ANY PARTY.

SECTION 20. Miscellaneous. Except as expressly amended by this Amendment or some other instrument in writing, the Credit Agreement, the Guaranty Agreements, the other Loan Documents and any other agreement or document relating to the Obligations evidenced by the Credit Agreement shall continue, unmodified and unchanged. This Amendment constitutes the entire agreement of the parties concerning the matters set forth herein and supersedes all prior and contemporaneous agreements, written or oral, concerning such matters. This Amendment may not be modified orally, and any modification must be in writing, signed by the party to be bound. The captions are inserted only for the convenience of the reader and shall not be construed to interpret or modify the terms of the Agreement. Time shall be of the essence with respect to all obligations of Borrower and the Guarantors under the terms and provisions of this Amendment. This Amendment shall be governed by the laws of the State of North Carolina without regard to its conflicts of law principles and may be executed in multiple counterparts but all of which shall constitute one agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal as of the day and year first above written.


		BORROWER:

		ASHTON WOODS USA, L.L.C., a Nevada limited liability company

		By: Name:		/s/ Thomas C. Krobot Thomas C. Krobot
		Title:		President and Chief Executive Officer

		OWNER GUARANTORS:

		ELLY NEVADA, INC., a Nevada corporation

		By: Name:		/s/ Harry Rosenbaum Harry Rosenbaum
		Title:		Vice President and Secretary

		NORMAN NEVADA, INC., a Nevada corporation

		By: Name:		/s/ Harry Rosenbaum Harry Rosenbaum
		Title:		Vice President and Secretary

		LARRY NEVADA, INC., a Nevada corporation

		By: Name:		/s/ Harry Rosenbaum Harry Rosenbaum
		Title:		Vice President and Secretary

		BRUCE NEVADA, INC., a Nevada corporation

		By: Name:		/s/ Harry Rosenbaum Harry Rosenbaum
		Title:		Vice President and Secretary

		HARRY NEVADA, INC., a Nevada corporation

		By: Name:		/s/ Harry Rosenbaum Harry Rosenbaum
		Title:		President and Secretary

Ashton Woods USA L.L.C. 8-K