Case JKO Doc 9330 Filed 07/10/13 Page 1 of 3

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1 Case JKO Doc 9330 Filed 07/10/13 Page 1 of 3 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA FORT LAUDERDALE DIVISION In re: TOUSA, INC., et al., Chapter 11 Cases Case No JKO Debtors. 1 Jointly Administered NOTICE OF FILING OF AMENDED ANNEX A TO THE JOINT MOTION OF THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR ENTRY OF AN ORDER PURSUANT TO SECTIONS 105(A) AND 363(B) OF THE BANKRUPTCY CODE AND RULE 9019 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE APPROVING THE SETTLEMENT OF THE FIDUCIARY DUTY ACTION AND THE D&O INSURANCE COVERAGE ACTION On June 6, 2013, the Debtors and the Official Committee of Unsecured Creditors of TOUSA, Inc., et al., by and through their respective undersigned counsel, filed the Joint Motion Of The Debtors And The Official Committee Of Unsecured Creditors For Entry Of An Order Pursuant To Sections 105(A) And 363(B) Of The Bankruptcy Code And Rule 9019 Of The Federal Rules Of Bankruptcy Procedure Approving The Settlement Of The Fiduciary Duty Action And The D&O Insurance Coverage Action (Bankr. S.D. Fla , ECF No. 9201) (the Motion ). The Motion annexed, as Annex A thereto, a proposed order approving the Settlement 1 The Debtors are: Engle Homes Commercial Construction, LLC; Engle Homes Delaware, Inc.; Engle Homes Residential Construction, L.L.C.; Engle Sierra Verde P4, LLC; Engle Sierra Verde P5, LLC; Engle/Gilligan LLC; Engle/James LLC; LB/TE #1, LLC; Lorton South Condominium, LLC; McKay Landing LLC; Newmark Homes Business Trust; Newmark Homes Purchasing, L.P.; Newmark Homes, L.L.C.; TOUSA Texas, LP.; Preferred Builders Realty, Inc.; Reflection Key, LLC; Silverlake Interests, L.L.C.; TOI, LLC; TOUSA Associates Services Company; TOUSA Delaware, Inc.; TOUSA Funding, LLC; TOUSA Homes Arizona, LLC; TOUSA Homes Colorado, LLC; TOUSA Homes Florida, L.P.; TOUSA Homes Investment #1, Inc.; TOUSA Homes Investment #2, Inc.; TOUSA Homes Investment #2, LLC; TOUSA Homes Mid-Atlantic Holding, LLC; TOUSA Homes Mid- Atlantic, LLC; TOUSA Homes Nevada, LLC; TOUSA Homes, Inc.; TOUSA Investment #2, Inc.; TOUSA Mid- Atlantic Investment, LLC; TOUSA Realty, Inc.; TOUSA, LLC; TOUSA/West Holdings, Inc.; TOUSA, Inc., TOUSA Homes, L.P.; and Beacon Hill at Mountain s Edge, LLC v2

2 Case JKO Doc 9330 Filed 07/10/13 Page 2 of 3 Agreement 2 (the Original Proposed Order ). Thereafter, RSUI, a non-party to the Settlement Agreement, filed RSUI Indemnity Company s Limited Objection In Response To Joint Motion Seeking Approval Of The Settlement Of The Fiduciary Duty Action And The D&O Insurance Coverage Action, (Bankr. S.D. Fla , ECF No. 279) (the RSUI Objection ). After negotiations among RSUI and the Settlement Parties, RSUI agreed to withdraw the RSUI Objection based on the Settlement Parties agreement to replace the Proposed Order contained in Annex A with the amended proposed order (the Amended Proposed Order ) attached hereto as Exhibit A. A redline comparison between the Original Proposed Order and the Amended Proposed Order is attached hereto as Exhibit B. PLEASE TAKE NOTICE that the Parties to the Motion hereby submit the Amended Proposed Order, attached hereto as Exhibit A, in place of the Original Proposed Order. 2 Capitalized terms not defined herein have the meaning given in the Motion v2 2

3 Case JKO Doc 9330 Filed 07/10/13 Page 3 of 3 Dated: July 10, 2013 Respectfully Submitted, BERGER SINGERMAN LLP By: /s/ Paul Steven Singerman Paul Steven Singerman (Florida Bar No ) 1450 Brickell Avenue, Suite 1900 Miami, FL Telephone: (305) Facsimile: (305) Singerman@bergersingerman.com KIRKLAND & ELLIS LLP Richard M. Cieri (New York Bar No ) Joshua A. Sussberg (New York Bar. No ) 601 Lexington Avenue New York, NY Telephone: (212) Facsimile: (212) rcieri@kirkland.com jsussberg@kirkland.com Co-Counsel to the Debtors STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. By: /s/ Patricia A. Redmond Patricia A. Redmond (Florida Bar No ) 150 West Flagler Street Miami, Florida Telephone: (305) Facsimile: (305) predmond@stearnsweaver.com -and- -and- AKIN GUMP STRAUSS HAUER & FELD LLP Daniel H. Golden (New York Bar No ) Philip C. Dublin (New York Bar No ) One Bryant Park New York, New York Telephone: (212) Facsimile: (212) dgolden@akingump.com pdublin@akingump.com Co-Counsel to the Committee v2 3

4 Case JKO Doc Filed 07/10/13 Page 1 of 17 Exhibit A

5 Case JKO Doc Filed 07/10/13 Page 2 of 17 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA FORT LAUDERDALE DIVISION In re: TOUSA, INC., et al., Chapter 11 Cases Case No JKO Debtors. 1 Jointly Administered OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF TOUSA, INC., et al., vs. Plaintiff, Adv. Pro. No JKO 1 The Debtors are: Engle Homes Commercial Construction, LLC; Engle Homes Delaware, Inc.; Engle Homes Residential Construction, L.L.C.; Engle Sierra Verde P4, LLC; Engle Sierra Verde P5, LLC; Engle/Gilligan LLC; Engle/James LLC; LB/TE #1, LLC; Lorton South Condominium, LLC; McKay Landing LLC; Newmark Homes Business Trust; Newmark Homes Purchasing, L.P.; Newmark Homes, L.L.C.; TOUSA Texas, LP.; Preferred Builders Realty, Inc.; Reflection Key, LLC; Silverlake Interests, L.L.C.; TOI, LLC; TOUSA Associates Services Company; TOUSA Delaware, Inc.; TOUSA Funding, LLC; TOUSA Homes Arizona, LLC; TOUSA Homes Colorado, LLC; TOUSA Homes Florida, L.P.; TOUSA Homes Investment #1, Inc.; TOUSA Homes Investment #2, Inc.; TOUSA Homes Investment #2, LLC; TOUSA Homes Mid-Atlantic Holding, LLC; TOUSA Homes Mid- Atlantic, LLC; TOUSA Homes Nevada, LLC; TOUSA Homes, Inc.; TOUSA Investment #2, Inc.; TOUSA Mid- Atlantic Investment, LLC; TOUSA Realty, Inc.; TOUSA, LLC; and TOUSA/West Holdings, Inc, (collectively, the Conveying Subsidiaries ), together with TOUSA, Inc. ( TOUSA ), TOUSA Homes, L.P., and Beacon Hill at Mountain s Edge, LLC.

6 Case JKO Doc Filed 07/10/13 Page 3 of 17 TECHNICAL OLYMPIC, S.A., et al., Defendants. TOUSA, INC., et al., Plaintiff, vs. Adv. Pro. No JKO FEDERAL INSURANCE COMPANY, et al., Defendants. ORDER APPROVING SETTLEMENT AGREEMENT Upon the joint motion (the Motion ) 2 of the Official Committee of Unsecured Creditors of TOUSA, Inc., et al., (the Committee ) and the Debtors (together with the Committee, the Parties ), for entry of an order approving the Settlement Agreement, by and among (i) the Debtors; (ii) the Committee; (iii) Citicorp North America, Inc., in its capacity as the Administrative Agent (the First Lien Term Loan Agent ) for the July 31, 2007 First Lien Term Loan Credit Agreement (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the First Lien Term Loan Agreement ) on behalf of itself and all lenders party to the First Lien Term Loan Agreement (the First Lien Term Loan Lenders ); (iv) Citicorp North America, Inc., in its capacity as the Administrative Agent (the First Lien Revolver Agent ) for the July 31, 2007 Second Amended and Restated Revolving Credit Agreement (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the First Lien Revolving Credit Agreement ) and Gleacher Products Corp. in its capacity as the Administrative Sub-Agent for the Revolving Credit Agreement (the First 2 Capitalized terms not defined herein shall have the meaning given in the Motion or the Settlement Agreement, as applicable

7 Case JKO Doc Filed 07/10/13 Page 4 of 17 Lien Revolver Sub-Agent ), on behalf of themselves and all lenders party to the First Lien Revolving Credit Agreement (the First Lien Revolver Lenders ); (v) Wells Fargo Bank, N.A., in its capacity as the Successor Administrative Agent (the Second Lien Term Loan Agent and, together with the First Lien Term Loan Agent, the First Lien Revolver Agent and the First Lien Revolver Sub-Agent, the Agents ) for the July 31, 2007 Second Lien Term Loan Credit Agreement (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the Second Lien Term Loan Agreement ) on behalf of itself and all lenders party to the Second Lien Term Loan Agreement (the Second Lien Term Loan Lenders and, together with the First Lien Term Loan Lenders, the Term Loan Lenders and, together with the First Lien Revolver Lenders, the Prepetition Secured Lenders ); (vi) Konstantinos Stengos; Antonio Mon; Tommy McAden; Andreas Stengos; George Stengos; Larry Horner; William Hasler; Michael Poulos; Marianna Stengou; Susan Parks; J. Bryan Whitworth; Paul Berkowitz; Candace Corra; Russell Devendorf; Brian Konderik; Tom McAndrew; Dave Schoenborn; Gordon Stewart; and Stephen Wagman (the Defendant Directors and Officers ) and Technical Olympic S.A. ( TOSA, and, together with the Defendant Directors and Officers, the Settling Defendants ); and (vii) Federal Insurance Company; XL Specialty Insurance Company ( XL ); Zurich American Insurance Company; St. Paul Mercury Insurance Company (incorrectly named in the D&O Insurance Coverage Action as The St. Paul Travelers Co., Inc. ); National Union Fire Insurance Company of Pittsburgh, Pa; Arch Insurance Company; AXIS Reinsurance Company; Westchester Fire Insurance Company; Allied World Assurance Company (U.S.) Inc.; and Beazley Insurance Company, Inc. (collectively, the Settling D&O Insurers and, together with the Committee, the Debtors, the Settling Defendants, and the Agents acting on behalf of themselves and their respective Prepetition Secured Lenders, the Settlement Parties, each a - 3 -

8 Case JKO Doc Filed 07/10/13 Page 5 of 17 Settlement Party ); and a hearing having been held on [ ] 2013; and due and proper notice of the Motion having been provided to all parties in interest, and it appearing that no other or further notice need be provided; and upon the record of the hearing held before the Court; and this Court having jurisdiction over this Motion pursuant to 28 U.S.C. 157 and 1334, sections 105(a) and 363 of title 11 of the United States Code (the Bankruptcy Code ) and Federal Rule of Bankruptcy Procedure 9019; and after due deliberation and sufficient cause appearing therefor; It is hereby FOUND AND DETERMINED that: 1. The Settlement Agreement was negotiated, proposed and entered into by the Settlement Parties without collusion and in good faith; and 2. The Settlement Agreement and the relief requested in the Motion and granted herein are fair and equitable and in the bests interests of the Debtors, including the Conveying Subsidiaries, their estates, their creditors and all other parties in interest; and 3. Each Settlement Party has the capacity to execute the Settlement Agreement as described in the Settlement Agreement, including the Agents acting on behalf of the Prepetition Secured Lenders; and 4. Entry of this Order, including the injunction provisions contained herein barring certain claims against the D&O Insurance Coverage Bar Beneficiary Parties, is a condition precedent to the effectiveness of the Settlement Agreement; and 5. The legal and factual bases set forth in the Motion establish just cause for the relief requested in the Motion; - 4 -

9 Case JKO Doc Filed 07/10/13 Page 6 of 17 It is hereby ORDERED, ADJUDGED AND DECREED that: 6. The relief requested in the Motion is granted in all respects, except as otherwise provided herein. 7. The Settlement Agreement, including all terms and conditions therein, is approved in all respects, except that the Court takes no position with respect to the first sentence of Section 7, and the Settlement Parties are authorized and directed to perform all of the obligations thereunder and to execute and deliver all such other documents or instruments related to the Settlement Agreement, and to take all other actions reasonably necessary or appropriate to perform their obligations under the Settlement Agreement. 8. All releases provided for in Sections of the Settlement Agreement are hereby found to be reasonable and are approved. 9. The Policy Release provided to the Settling Insurers in Section 15 of the Settlement Agreement is hereby found to be reasonable and is approved. 10. The notice provisions in Section 14 and notice of the Motion are hereby found to be adequate and in satisfaction of applicable law. 11. The Escrow Agreement and Sections 5 and 6 of the Settlement Agreement governing the Payments and their timing and method of payment are hereby found to be reasonable and are approved. The parties to the Escrow Agreement are authorized to execute and perform the terms of the Escrow Agreement. 12. To the extent that the Insurance Policies or the XL Bermuda Policies, or their proceeds, are property of the Debtors estates, the payments previously made and yet to be made from the Insurance Policies and the XL Bermuda Policies pursuant to the Settlement Agreement and this Order are hereby approved

10 Case JKO Doc Filed 07/10/13 Page 7 of XL shall pay Pre-mediation Defense Costs in excess of the Fee Cap Amounts, up to $180, upon due presentment of invoices for reasonable Defense Costs, in accordance with the terms of the Settlement Agreement, and the Fee Cap Amount is hereby increased to provide for such payments. 14. In accordance with Sections 5 and 6 of the Settlement Agreement, the Settling D&O Insurers shall pay the Settlement Payments to the Escrow Agent no later than ten (10) business days after receiving notice that the Effective Date of the Settlement Agreement has occurred, unless a party to the Settlement Agreement served counter-notice disputing the Effective Date. The Escrow Agent shall hold and disburse the Settlement Payments pursuant to the terms of the Escrow Agreement. 15. On the Effective Date of the Settlement Agreement, the above-captioned adversary proceeding styled Official Comm. of Unsecured Creditors v. Technical Olympic S.A., et al., Case No (the Fiduciary Duty Action ) shall be dismissed with prejudice and without costs to any party thereto, provided, however, that the Damages Amount shall remain outstanding, as more specifically provided for, and subject to the terms and conditions, in Section 4 of the Settlement Agreement. The foregoing shall not limit or impair RSUI s right to contest the amount and validity of the Damages Amount and, for the avoidance of doubt, this Order shall not constitute a judgment against RSUI. 16. On the Effective Date of the Settlement Agreement, the above-captioned adversary proceeding styled TOUSA, Inc., et al. v. Fed. Ins. Co., et al., Case No (the D&O Insurance Coverage Action ) shall be dismissed with prejudice as to the Settling D&O Insurers and the Defendant Directors and Officers without costs to the Debtors, the Settling D&O Insurers, the Defendant Directors and Officers and the Committee, provided, however, that - 6 -

11 Case JKO Doc Filed 07/10/13 Page 8 of 17 the Conveying Subsidiaries shall be substituted as Plaintiff in the D&O Insurance Coverage Action as assignee of the Defendant Directors and Officers, and the D&O Insurance Coverage Action shall proceed as against defendant RSUI Indemnity Company. 17. Subject to the Payments in Section 5 of the Settlement Agreement having been made by the Settling D&O Insurers, it is hereby found that the Settling D&O Insurers have complied with and satisfied all of their respective obligations owed under the Insurance Policies, and the Insurance Policies shall be terminated as of the Effective Date of the Settlement Agreement. 18. On the Effective Date of the Settlement Agreement, all proofs of claim filed by the Settling Defendants shall be deemed withdrawn and of no further force and effect. 19. The below Bar Order shall become effective upon the Effective Date of the Settlement Agreement, and it is hereby: the following definitions: ORDERED that for the purposes of this Order the following terms shall have Barred Person means (i) the Non-Settling Transeastern Lenders, (ii) RSUI, (iii) the Settling Defendant Releasees, the Plaintiff Releasees, the Insurer Releasees, and the Insured and Claimant Releasees, (iv) TOUSA Homes, LP (v) any person who qualifies as an insured person under any of the Insurance Policies or the XL Bermuda Policies, and (vi) any other persons that hold, have held or may hold a Claim or other debt or liability, or an Interest or other right of an equity holder, against, in or relating to any of the Plan Debtors or their respective Estates. Claim means any Claim pursuant to section 101(5) of the Bankruptcy Code, the Insurance Policies or the XL Bermuda Polices. Defendant Directors and Officers means Konstantinos Stengos; Antonio Mon; Tommy McAden; Andreas Stengos; George Stengos; Larry Horner; William Hasler; Michael Poulos; Marianna Stengou; Susan Parks; J. Bryan Whitworth; Paul Berkowitz; Candace Corra; Russell Devendorf; Brian - 7 -

12 Case JKO Doc Filed 07/10/13 Page 9 of 17 Konderik; Tom McAndrew; Dave Schoenborn; Gordon Stewart; and Stephen Wagman. Defense Costs means the defense costs of the Defendant Directors and Officers incurred in connection with the Fiduciary Duty Action, which Federal and XL agree to fund by way of the written Interim Funding Agreement. D&O Insurance Coverage Action means adversary proceeding styled TOUSA, Inc., et al. v. Fed. Ins. Co., et al., Case No D&O Insurance Coverage Bar Beneficiary Parties means TOSA, the Defendant Directors and Officers, the Settling D&O Insurers and XL Bermuda. D&O Insurance Coverage Released Claim means any Claim against TOSA, the Defendant Directors and Officers, any Insured or Insured Person under the Insurance Policies or the XL Bermuda Policies, or the Settling D&O Insurers or XL Bermuda, including for indemnity, Defense Costs, or contribution, arising out of, connected with or related to in any way the Insurance Policies, the XL Bermuda Policies, the Fiduciary Duty Action, the D&O Insurance Coverage Action, or the Prepetition Secured Lender Demand Claims. Estate means, as to each Plan Debtor, the estate created for that Plan Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code. Fiduciary Duty Action means the adversary proceeding styled Official Comm. of Unsecured Creditors v. Technical Olympic S.A., et al., Case No First Lien Revolver Lenders means holders of secured Claims arising from the First Lien Revolving Credit Agreement. First Lien Revolving Credit Agreement means that certain Second Amended and Restated Revolving Credit Agreement, dated July 31, 2007, as amended, among TOUSA and certain of its subsidiaries, as borrowers and as guarantors, Citicorp North America, Inc., as administrative agent, and the banks, financial institutions and other lenders party thereto that provided for revolving extensions of credit of up to an aggregate principal amount of $700 million and the other credit documents referenced therein. First Lien Term Loan Credit Agreement means that certain Credit Agreement, dated July 31, 2007, among TOUSA and certain of its subsidiaries, as borrowers and as guarantors, Citicorp North America, Inc., - 8 -

13 Case JKO Doc Filed 07/10/13 Page 10 of 17 as administrative agent, and the banks, financial institutions and other lenders party thereto pursuant to which first lien term loans in an aggregate principal amount of $200 million were made and the other credit documents referenced therein. First Lien Term Loan Lenders means holders of Claims arising from the First Lien Term Loan Credit Agreement. Insurance Policies means each of (i) Federal Policy No ; (ii) Zurich American Insurance Company Policy No. DOC ; (iii) St. Paul Mercury Insurance Company Policy No. 568CM2572; (iv) National Union Fire Insurance Company of Pittsburgh, Pa. Policy No ; (v) Arch Insurance Company Policy No. DOX ; (vi) AXIS Reinsurance Company Policy No. RAN723167; (vii) XL Policy No. ELU ; (viii) National Union Fire Insurance Company of Pittsburgh, Pa. Policy No ; (ix) Westchester Fire Insurance Company Policy No. DOX G ; (x) AXIS Reinsurance Company Policy No. RAN723167/01/2006; (xi) Allied World Assurance Company (U.S.) Inc. Policy No. AW ; (xii) Beazley Insurance Company, Inc. Policy No. V15FA606PNDM; and (xiii) Arch Insurance Company Policy No. ABX Insured and Claimant Releasees means the Debtors and their estates, the Committee, the Agents, the Prepetition Secured Lenders, and the Settling Defendants, and each and all of their agents, representatives, predecessors, predecessors-in-interest, successors, successors-in-interest, affiliates and assigns, and all of their respective past or present principals, members, shareholders, partners, officers, directors, managers, employees, subsidiaries, affiliates, trustees, agents, attorneys and representatives, and all persons or entities acting by, through, under, or in concert with any of them. Insurer Releasees means the Settling D&O Insurers and XL Bermuda and each and all of their agents, representatives, predecessors, predecessors-ininterest, successors, successors-in-interest, affiliates and assigns, and all of their respective past or present principals, members, shareholders, partners, officers, directors, managers, employees, subsidiaries, affiliates, trustees, agents, attorneys and representatives, and all persons or entities acting by, through, under, or in concert with any of them. Interest means any share of common stock, preferred stock or other instrument evidencing an ownership interest in any of the Plan Debtors, whether or not transferable, issued or outstanding, and any option, warrant or right, contractual or otherwise, to acquire any such interest in a Plan Debtor

14 Case JKO Doc Filed 07/10/13 Page 11 of 17 Non-Settling Transeastern Lenders means Transeastern Lenders who are not Settling Transeastern Lenders. Plaintiff Releasees means the Debtors and their estates, the Committee, the Agents, and the Prepetition Secured Lenders, and each and all of their agents, representatives, predecessors, predecessors-in-interest, successors, successors-in-interest, affiliates and assigns, and all of their respective past or present principals, members, shareholders, partners, officers, directors, managers, employees, subsidiaries, affiliates, trustees, agents, attorneys and representatives, and all persons or entities acting by, through, under, or in concert with any of them. Plan means the Amended Joint Plan of Liquidation of TOUSA, Inc. and Its Affiliated Debtors and Debtors In Possession Under Chapter 11 of the Bankruptcy Code, filed on May 15, 2013, Case No [ECF No. 9168]. Plan Debtors means the Debtors other than TOUSA Homes, L.P. Prepetition Secured Lenders means, collectively, the First Lien Revolver Lenders, First Lien Term Loan Lenders and Second Lien Term Loan Lenders. Prepetition Secured Lender Demand Claims means any and all claims, rights or causes of action that any of the First Lien Term Loan Lenders, First Lien Revolver Lenders, Second Lien Term Loan Lenders, or any of the Prepetition Secured Lenders, have or could have against any of the D&O Insurance Coverage Bar Beneficiary Parties, including, without limitation, those claims referred to or asserted in letters dated December 11, 2009 from their respective counsel and Agents. Second Lien Term Loan Credit Agreement means that certain Second Lien Term Loan Credit Agreement, dated July 31, 2007, among TOUSA and certain of its subsidiaries as borrowers and as guarantors, Citicorp North America, Inc. as administrative agent, and the banks, financial institutions and other lenders party thereto pursuant to which second lien term loans in an aggregate principal amount of $300 million were made, and the other credit documents referenced therein. Second Lien Term Loan Lenders means holders of Claims arising from the Second Lien Term Loan Credit Agreement. Settling Defendant Releasees means the Defendant Directors and Officers and TOSA and each and all of their agents, representatives, predecessors, predecessors-in-interest, successors, successors-in-interest, affiliates and assigns, and all of their respective past or present principals, members, shareholders, partners, officers, directors, managers, employees,

15 Case JKO Doc Filed 07/10/13 Page 12 of 17 subsidiaries, affiliates, trustees, agents, attorneys and representatives, and all persons or entities acting by, through, under, or in concert with any of them. Settling D&O Insurers means: Federal Insurance Company ( Federal ); XL Specialty Insurance Company ( XL ); Zurich American Insurance Company; St. Paul Mercury Insurance Company (incorrectly named in the D&O Insurance Coverage Action as The St. Paul Travelers Co., Inc. ); National Union Fire Insurance Company of Pittsburgh, Pa; Arch Insurance Company; AXIS Reinsurance Company; Westchester Fire Insurance Company; Allied World Assurance Company (U.S.) Inc.; and Beazley Insurance Company, Inc. Settling Transeastern Lenders means, collectively (i) the Monarch Settling Parties and (ii) the Transeastern Offshore Funds party to the Transeastern Offshore Settlement Agreement, as defined in the Plan. TOSA means Technical Olympic S.A. Transeastern Credit Agreement means that certain Credit Agreement, dated August 1, 2005, among TE/TOUSA Senior, LLC as co-borrower, EH/Transeastern, LLC as co-borrower and guarantor, Deutsche Bank Trust Company Americas as administrative agent and the banks, financial institutions and other lenders party thereto pursuant to which loans in an aggregate principal amount of $450 million were made and the other credit documents referenced therein. Transeastern Lenders means the lenders pursuant to the Transeastern Credit Agreement. XL Bermuda Policies means Policies numbered BM DO05A and BM DO06A issued by XL Insurance (Bermuda) Ltd ( XL Bermuda ). XL Bermuda Settlement Agreement means the agreement whereby XL Bermuda agreed to pay Defense Costs incurred by the Defendant Directors and Officers after March 19, 2013, up to a specified amount. ORDERED, that all Barred Persons are hereby permanently barred, enjoined and restrained from commencing, prosecuting, continuing or asserting, either derivatively or on behalf of themselves, in the Bankruptcy Court, in any federal or state court or in any other court, arbitration proceeding, administrative agency, or other forum in the United States or elsewhere, any actions, cause and causes of action, claims, counterclaims, cross

16 Case JKO Doc Filed 07/10/13 Page 13 of 17 claims, suits, proceedings, damages, punitive damages, costs, expenses and attorneys fees, demands and liabilities whatsoever of every kind and nature, whether known or unknown, suspected or unsuspected, accrued or unaccrued, in law, equity or otherwise which the Barred Persons ever had or now have or may have against any of the D&O Insurance Coverage Bar Beneficiary Parties arising out of, connected with, or related to the Insurance Policies, the Fiduciary Duty Action, the Debtors, the Chapter 11 Cases, actions and inactions in connection with the July 31, 2007 refinancing, the Prepetition Secured Lender Demand Claims or the D&O Insurance Coverage Released Claims; and it is further ORDERED that because Barred Persons are barred from asserting any D&O Insurance Coverage Released Claims against any of the D&O Insurance Coverage Bar Beneficiary Parties, any judgments entered against the Barred Persons with respect to or in connection with the D&O Insurance Coverage Released Claims will be reduced in an amount equal to (a) the amount of the judgment or award against any such Barred Person multiplied by (b) the proportionate share of fault of the D&O Insurance Coverage Bar Beneficiary Party or Parties that would have been liable on a D&O Insurance Coverage Released Claim in the absence of this Bar Order, expressed as a percentage of the aggregate fault of (i) such Barred Person and (ii) such D&O Insurance Coverage Bar Beneficiary Party or Parties in connection thereto, whether or not such persons are sued on account of the D&O Insurance Coverage Released Claim; provided, however, that this Order shall not bar, enjoin, or restrain any actions or claims arising from or related to any obligations, representations or warranties and covenants under the Settlement Agreement or the XL Bermuda Settlement Agreement

17 Case JKO Doc Filed 07/10/13 Page 14 of The foregoing Bar Order shall not bar, enjoin or restrain RSUI from asserting any actions, cause and causes of action, claims, counterclaims, cross- claims, suits, proceedings, damages, punitive damages, costs, expenses and attorneys' fees arising out of, connected with, or related to the Insurance Policies, the Fiduciary Duty Action, the Debtors, the Chapter 11 Cases, actions and inactions in connection with the July 31, 2007 refinancing, the Prepetition Secured Lender Demand Claims or the D&O Insurance Coverage Released Claims against a D&O Insurance Coverage Bar Beneficiary Party or an assignee or successor of a D&O Insurance Coverage Bar Beneficiary Party, if after the entry of this Order, such assignee, successor, or D&O Insurance Coverage Bar Beneficiary Party voluntarily commences, prosecutes, or continues any actions, cause and causes of action, claims, counterclaims, cross- claims, suits, proceedings, damages, punitive damages, costs, expenses and attorneys' fees arising out of, connected with, or related to the Insurance Policies, the Fiduciary Duty Action, the Debtors, the Chapter 11 Cases, actions and inactions in connection with the July 31, 2007 refinancing, the Prepetition Secured Lender Demand Claims or the D&O Insurance Coverage Released Claims against RSUI; provided, however, that nothing contained in this paragraph 20 shall permit RSUI to assert any actions, cause and causes of action, claims, counterclaims, cross- claims, suits, proceedings, damages, punitive damages, costs, expenses and attorneys' fees against a D&O Insurance Coverage Bar Beneficiary Party solely because (i) an assignee of such D&O Insurance Coverage Bar Beneficiary Party has asserted, prosecuted, or continued any actions, cause and causes of action, claims, counterclaims, cross- claims, suits, proceedings, damages, punitive damages, costs, expenses and attorneys fees against RSUI, or (ii) a D&O Insurance Coverage Bar Beneficiary Party has, pursuant to paragraph 12 of the Settlement Agreement, (a) engaged in any cooperation with respect to litigation of the RSUI Claims, (b) been required to participate in

18 Case JKO Doc Filed 07/10/13 Page 15 of 17 litigation in any way involving the RSUI Claims, through cooperation, the production of documents, appearing for a deposition(s), testifying at any hearing or a trial, or in any other manner, whether pursuant to subpoena or other process or request, or otherwise, or (c) been provided legal representation by counsel for the Liquidation Trust (as defined in the Plan) in connection with any of the foregoing. For the avoidance of doubt, the Liquidation Trust shall not be permitted to involuntarily join a D&O Insurance Coverage Bar Beneficiary Party to any litigation relating to the D&O Insurance Coverage Released Claims and any actions, cause and causes of action, claims, counterclaims, cross- claims, suits, proceedings, damages, punitive damages, costs, expenses and attorneys fees prosecuted against RSUI by the Liquidation Trust shall be deemed voluntary. 21. Nothing in this Order shall bar, enjoin, or restrain RSUI from seeking discovery from any D&O Insurance Coverage Bar Beneficiary Party or assignee or successor of any D&O Insurance Coverage Bar Beneficiary Party, to the extent such discovery is permitted by the Federal Rules of Civil Procedure, the Federal Rules of Bankruptcy Procedure and the applicable local rules. For the avoidance of doubt, following entry of this Order, the D&O Insurance Coverage Bar Beneficiary Parties shall not be parties to any lawsuits with RSUI and thus RSUI shall only be entitled to conduct non-party discovery of D&O Insurance Coverage Bar Beneficiary Parties unless such D&O Insurance Coverage Bar Beneficiary Party is joined (or rejoined as the case may be) as a party to the litigation in which the discovery is sought in a manner that does not violate this Order. 22. The lack of any specific description or inclusion of any particular provision of the Settlement Agreement in this Order shall not diminish or impair the effectiveness of such

19 Case JKO Doc Filed 07/10/13 Page 16 of 17 provision, it being the intent of this Court that the Settlement Agreement be approved in its entirety. 23. In the event of any discrepancy between the Settlement Agreement and this Order, the terms of this Order shall govern. 24. Notwithstanding any provision in the Federal Rules of Bankruptcy Procedure to the contrary, (i) the Settlement Parties are not subject to any stay in the implementation, enforcement or realization of the relief granted in this Order, unless otherwise provided herein or in the Settlement Agreement and (ii) the Parties may, in their discretion and without further delay, take any action and perform any act authorized under this Order. 25. In the event that the Settlement Agreement is properly terminated pursuant to its terms, the Settlement Parties are ordered to promptly notify this Court of such termination at which time this Order shall be vacated and have no further force and effect, with the Settlement Parties returned to the position the Settlement Parties were in as if the Settlement Agreement had not been executed and this Order had not been entered. 26. This Order shall remain binding on any trustee appointed in these cases or any successor cases and on any liquidation trust or successor entity. 27. This Court retains jurisdiction with respect to all matters arising from or related to the implementation and interpretation of this Order

20 Case JKO Doc Filed 07/10/13 Page 17 of 17 Submitted by: BERGER SINGERMAN LLP Paul Steven Singerman (Florida Bar No ) 1450 Brickell Avenue, Suite 1900 Miami, FL Telephone: (305) Facsimile: (305) and- KIRKLAND & ELLIS LLP Richard M. Cieri (New York Bar No ) Joshua A. Sussberg (New York Bar. No ) 601 Lexington Avenue New York, NY Telephone: (212) Facsimile: (212) Co-Counsel to the Debtors STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. Patricia A. Redmond (Florida Bar No ) 150 West Flagler Street Miami, Florida Telephone: (305) Facsimile: (305) and- AKIN GUMP STRAUSS HAUER & FELD LLP Daniel H. Golden (New York Bar No ) Philip C. Dublin (New York Bar No ) One Bryant Park New York, New York Telephone: (212) Facsimile: (212) Co-Counsel to the Committee

21 Case JKO Doc Filed 07/10/13 Page 1 of 19 Exhibit B

22 Case JKO Doc Filed 07/10/13 Page 2 of 19 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF FLORIDA FORT LAUDERDALE DIVISION In re: TOUSA, INC., et al., Chapter 11 Cases Case No JKO Debtors. 1 Jointly Administered OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF TOUSA, INC., et al., vs. Plaintiff, Adv. Pro. No JKO TECHNICAL OLYMPIC, S.A., et al., 1 The Debtors are: Engle Homes Commercial Construction, LLC; Engle Homes Delaware, Inc.; Engle Homes Residential Construction, L.L.C.; Engle Sierra Verde P4, LLC; Engle Sierra Verde P5, LLC; Engle/Gilligan LLC; Engle/James LLC; LB/TE #1, LLC; Lorton South Condominium, LLC; McKay Landing LLC; Newmark Homes Business Trust; Newmark Homes Purchasing, L.P.; Newmark Homes, L.L.C.; TOUSA Texas, LP.; Preferred Builders Realty, Inc.; Reflection Key, LLC; Silverlake Interests, L.L.C.; TOI, LLC; TOUSA Associates Services Company; TOUSA Delaware, Inc.; TOUSA Funding, LLC; TOUSA Homes Arizona, LLC; TOUSA Homes Colorado, LLC; TOUSA Homes Florida, L.P.; TOUSA Homes Investment #1, Inc.; TOUSA Homes Investment #2, Inc.; TOUSA Homes Investment #2, LLC; TOUSA Homes Mid-Atlantic Holding, LLC; TOUSA Homes Mid- Atlantic, LLC; TOUSA Homes Nevada, LLC; TOUSA Homes, Inc.; TOUSA Investment #2, Inc.; TOUSA Mid- Atlantic Investment, LLC; TOUSA Realty, Inc.; TOUSA, LLC; and TOUSA/West Holdings, Inc, (collectively, the Conveying Subsidiaries ), together with TOUSA, Inc. ( TOUSA ), TOUSA Homes, L.P., and Beacon Hill at Mountain s Edge, LLC.

23 Case JKO Doc Filed 07/10/13 Page 3 of 19 TOUSA, INC., et al., Defendants. Plaintiff, vs. Adv. Pro. No JKO FEDERAL INSURANCE COMPANY, et al., Defendants. ORDER APPROVING SETTLEMENT AGREEMENT Upon the joint motion (the Motion ) 2 of the Official Committee of Unsecured Creditors of TOUSA, Inc., et al., (the Committee ) and the Debtors (together with the Committee, the Parties ), for entry of an order approving the Settlement Agreement, by and among (i) the Debtors; (ii) the Committee; (iii) Citicorp North America, Inc., in its capacity as the Administrative Agent (the First Lien Term Loan Agent ) for the July 31, 2007 First Lien Term Loan Credit Agreement (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the First Lien Term Loan Agreement ) on behalf of itself and all lenders party to the First Lien Term Loan Agreement (the First Lien Term Loan Lenders ); (iv) Citicorp North America, Inc., in its capacity as the Administrative Agent (the First Lien Revolver Agent ) for the July 31, 2007 Second Amended and Restated Revolving Credit Agreement (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the First Lien Revolving Credit Agreement ) and Gleacher Products Corp. in its capacity as the Administrative Sub-Agent for the Revolving Credit Agreement (the First Lien Revolver Sub-Agent ), on behalf of themselves and all lenders 2 Capitalized terms not defined herein shall have the meaning given in the Motion or the Settlement Agreement, as applicable

24 Case JKO Doc Filed 07/10/13 Page 4 of 19 party to the First Lien Revolving Credit Agreement (the First Lien Revolver Lenders ); (v) Wells Fargo Bank, N.A., in its capacity as the Successor Administrative Agent (the Second Lien Term Loan Agent and, together with the First Lien Term Loan Agent, the First Lien Revolver Agent and the First Lien Revolver Sub-Agent, the Agents ) for the July 31, 2007 Second Lien Term Loan Credit Agreement (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the Second Lien Term Loan Agreement ) on behalf of itself and all lenders party to the Second Lien Term Loan Agreement (the Second Lien Term Loan Lenders and, together with the First Lien Term Loan Lenders, the Term Loan Lenders and, together with the First Lien Revolver Lenders, the Prepetition Secured Lenders ); (vi) Konstantinos Stengos; Antonio Mon; Tommy McAden; Andreas Stengos; George Stengos; Larry Horner; William Hasler; Michael Poulos; Marianna Stengou; Susan Parks; J. Bryan Whitworth; Paul Berkowitz; Candace Corra; Russell Devendorf; Brian Konderik; Tom McAndrew; Dave Schoenborn; Gordon Stewart; and Stephen Wagman (the Defendant Directors and Officers ) and Technical Olympic S.A. ( TOSA, and, together with the Defendant Directors and Officers, the Settling Defendants ); and (vii) Federal Insurance Company; XL Specialty Insurance Company ( XL ); Zurich American Insurance Company; St. Paul Mercury Insurance Company (incorrectly named in the D&O Insurance Coverage Action as The St. Paul Travelers Co., Inc. ); National Union Fire Insurance Company of Pittsburgh, Pa; Arch Insurance Company; AXIS Reinsurance Company; Westchester Fire Insurance Company; Allied World Assurance Company (U.S.) Inc.; and Beazley Insurance Company, Inc. (collectively, the Settling D&O Insurers and, together with the Committee, the Debtors, the Settling Defendants, and the Agents acting on behalf of themselves and their respective Prepetition Secured Lenders, the Settlement Parties, each a Settlement Party ); and a - 3 -

25 Case JKO Doc Filed 07/10/13 Page 5 of 19 hearing having been held on [ ] 2013; and due and proper notice of the Motion having been provided to all parties in interest, and it appearing that no other or further notice need be provided; and upon the record of the hearing held before the Court; and this Court having jurisdiction over this Motion pursuant to 28 U.S.C. 157 and 1334, sections 105(a) and 363 of title 11 of the United States Code (the Bankruptcy Code ) and Federal Rule of Bankruptcy Procedure 9019; and after due deliberation and sufficient cause appearing therefor; It is hereby FOUND AND DETERMINED that: 1. The Settlement Agreement was negotiated, proposed and entered into by the Settlement Parties without collusion and in good faith; and 2. The Settlement Agreement and the relief requested in the Motion and granted herein are fair and equitable and in the bests interests of the Debtors, including the Conveying Subsidiaries, their estates, their creditors and all other parties in interest; and 3. Each Settlement Party has the capacity to execute the Settlement Agreement as described in the Settlement Agreement, including the Agents acting on behalf of the Prepetition Secured Lenders; and 4. Entry of this Order, including the injunction provisions contained herein barring certain claims against the D&O Insurance Coverage Bar Beneficiary Parties, is a condition precedent to the effectiveness of the Settlement Agreement; and 5. The legal and factual bases set forth in the Motion establish just cause for the relief requested in the Motion; - 4 -

26 Case JKO Doc Filed 07/10/13 Page 6 of 19 It is hereby ORDERED, ADJUDGED AND DECREED that: 6. The relief requested in the Motion is granted in all respects, except as otherwise provided herein. 7. The Settlement Agreement, including all terms and conditions therein, is approved in all respects, except that the Court takes no position with respect to the first sentence of Section 7, and the Settlement Parties are authorized and directed to perform all of the obligations thereunder and to execute and deliver all such other documents or instruments related to the Settlement Agreement, and to take all other actions reasonably necessary or appropriate to perform their obligations under the Settlement Agreement. 8. All releases provided for in Sections of the Settlement Agreement are hereby found to be reasonable and are approved. 9. The Policy Release provided to the Settling Insurers in Section 15 of the Settlement Agreement is hereby found to be reasonable and is approved. 10. The notice provisions in Section 14 and notice of the Motion are hereby found to be adequate and in satisfaction of applicable law. 11. The Escrow Agreement and Sections 5 and 6 of the Settlement Agreement governing the Payments and their timing and method of payment are hereby found to be reasonable and are approved. The parties to the Escrow Agreement are authorized to execute and perform the terms of the Escrow Agreement. 12. To the extent that the Insurance Policies or the XL Bermuda Policies, or their proceeds, are property of the Debtors estates, the payments previously made and yet to be made from the Insurance Policies and the XL Bermuda Policies pursuant to the Settlement Agreement and this Order are hereby approved

27 Case JKO Doc Filed 07/10/13 Page 7 of XL shall pay Pre-mediation Defense Costs in excess of the Fee Cap Amounts, up to $180, upon due presentment of invoices for reasonable Defense Costs, in accordance with the terms of the Settlement Agreement, and the Fee Cap Amount is hereby increased to provide for such payments. 14. In accordance with Sections 5 and 6 of the Settlement Agreement, the Settling D&O Insurers shall pay the Settlement Payments to the Escrow Agent no later than ten (10) business days after receiving notice that the Effective Date of the Settlement Agreement has occuredoccurred, unless a party to the Settlement Agreement served counter-notice disputing the Effective Date. The Escrow Agent shall hold and disburse the Settlement Payments pursuant to the terms of the Escrow Agreement. 15. The acknowledgments, agreements, terms and conditions provided for in Section 4 of the Settlement Agreement are hereby found to be reasonable and are approved On the Effective Date of the Settlement Agreement, the above-captioned adversary proceeding styled Official Comm. of Unsecured Creditors v. Technical Olympic S.A., et al., Case No (the Fiduciary Duty Action ) shall be dismissed with prejudice and without costs to any party thereto, provided, however, that the Damages Amount shall remain outstanding, as more specifically provided for, and subject to the terms and conditions, in Section 4 of the Settlement Agreement. The foregoing shall not limit or impair RSUI s right to contest the amount and validity of the Damages Amount and, for the avoidance of doubt, this Order shall not constitute a judgment against RSUI On the Effective Date of the Settlement Agreement, the above-captioned adversary proceeding styled TOUSA, Inc., et al. v. Fed. Ins. Co., et al., Case No (the D&O Insurance Coverage Action ) shall be dismissed with prejudice as to the Settling - 6 -

28 Case JKO Doc Filed 07/10/13 Page 8 of 19 D&O Insurers and the Defendant Directors and Officers without costs to the Debtors, the Settling D&O Insurers, the Defendant Directors and Officers and the Committee, provided, however, that the Conveying Subsidiaries shall be substituted as Plaintiff in the D&O Insurance Coverage Action as assignee of the Defendant Directors and Officers, and the D&O Insurance Coverage Action shall proceed as against defendant RSUI Indemnity Company Subject to the Payments in Section 5 of the Settlement Agreement having been made by the Settling D&O Insurers, it is hereby found that the Settling D&O Insurers have complied with and satisfied all of their respective obligations owed under the Insurance Policies, and the Insurance Policies shall be terminated as of the Effective Date of the Settlement Agreement On the Effective Date of the Settlement Agreement, all proofs of claim filed by the Settling Defendants shall be deemed withdrawn and of no further force and effect The below Bar Order shall become effective upon the Effective Date of the Settlement Agreement, and it is hereby: ORDERED that for the purposes of this Order the following terms shall have the following definitions: Barred Person means (i) the Non-Settling Transeastern Lenders, (ii) RSUI, (iii) the Settling Defendant Releasees, the Plaintiff Releasees, the Insurer Releasees, and the Insured and Claimant Releasees, (iv) TOUSA Homes, LP (v) any person who qualifies as an insured person under any of the Insurance Policies or the XL Bermuda Policies, and (vi) any other persons that hold, have held or may hold a Claim or other debt or liability, or an Interest or other right of an equity holder, against, in or relating to any of the Plan Debtors or their respective Estates. Claim means any Claim pursuant to section 101(5) of the Bankruptcy Code, the Insurance Policies or the XL Bermuda Polices

29 Case JKO Doc Filed 07/10/13 Page 9 of 19 Defendant Directors and Officers means Konstantinos Stengos; Antonio Mon; Tommy McAden; Andreas Stengos; George Stengos; Larry Horner; William Hasler; Michael Poulos; Marianna Stengou; Susan Parks; J. Bryan Whitworth; Paul Berkowitz; Candace Corra; Russell Devendorf; Brian Konderik; Tom McAndrew; Dave Schoenborn; Gordon Stewart; and Stephen Wagman. Defense Costs means the defense costs of the Defendant Directors and Officers incurred in connection with the Fiduciary Duty Action, which Federal and XL agree to fund by way of the written Interim Funding Agreement. D&O Insurance Coverage Action means adversary proceeding styled TOUSA, Inc., et al. v. Fed. Ins. Co., et al., Case No D&O Insurance Coverage Bar Beneficiary Parties means TOSA, the Defendant Directors and Officers, the Settling D&O Insurers and XL Bermuda. D&O Insurance Coverage Released Claim means any Claim against TOSA, the Defendant Directors and Officers, any Insured or Insured Person under the Insurance Policies or the XL Bermuda Policies, or the Settling D&O Insurers or XL Bermuda, including for indemnity, Defense Costs, or contribution, arising out of, connected with or related to in any way the Insurance Policies, the XL Bermuda Policies, the Fiduciary Duty Action, the D&O Insurance Coverage Action, or the Prepetition Secured Lender Demand Claims. Estate means, as to each Plan Debtor, the estate created for that Plan Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code. Fiduciary Duty Action means the adversary proceeding styled Official Comm. of Unsecured Creditors v. Technical Olympic S.A., et al., Case No First Lien Revolver Lenders means holders of secured Claims arising from the First Lien Revolving Credit Agreement. First Lien Revolving Credit Agreement means that certain Second Amended and Restated Revolving Credit Agreement, dated July 31, 2007, as amended, among TOUSA and certain of its subsidiaries, as borrowers and as guarantors, Citicorp North America, Inc., as administrative agent, and the banks, financial institutions and other lenders party thereto that provided for revolving extensions of credit of up to an aggregate principal amount of $700 million and the other credit documents referenced therein