0000950144-05-011471 Sample Contracts

RESTATED GUARANTY AGREEMENT
Guaranty Agreement • November 9th, 2005 • Avatar Holdings Inc • Operative builders • Florida

THIS RESTATED GUARANTY dated as of October 21, 2005 (together with any amendments or modifications hereto in effect from time to time, the “Restated Guaranty”), made by AVATAR HOLDINGS INC., a Delaware corporation, having an address at 201 Alhambra Circle, 12th Floor, Coral Gables, Florida 33134 (“Guarantor”), in favor of the lending institution(s) identified on Schedule A attached hereto and made a part hereof and such other lending institutions which may become parties hereto pursuant to the “Credit Agreement (as hereinafter defined) (individually, a “Lender” and collectively, the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, having an office at 200 East Broward Boulevard, Suite 200, Fort Lauderdale, Florida 33301 (“Agent”).

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FIRST AMENDMENT TO THE 2005 AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2005 • Avatar Holdings Inc • Operative builders

First Amendment, dated as of September 28, 2005 (this “Amendment”), to the 2005 Amended and Restated Employment Agreement, dated as of April 15, 2005, between Avatar Properties Inc., a Florida corporation (the “Company”), and Michael F. Levy (the “Employee”).

COMMITMENT AND ACCEPTANCE
Commitment and Acceptance • November 9th, 2005 • Avatar Holdings Inc • Operative builders • Florida

This Commitment and Acceptance (“Commitment and Acceptance”) dated as of October 21, 2005, is entered into among the parties listed on the signature pages hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).

FIRST AMENDMENT TO THE 2005 AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2005 • Avatar Holdings Inc • Operative builders

First Amendment, dated as of September 28, 2005 (this “Amendment”), to the 2005 Amended and Restated Employment Agreement, dated as of April 15, 2005, between Avatar Properties Inc., a Florida corporation (the “Company”), and Jonathan Fels (the “Employee”).

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