SECOND AMENDMENT TO THE PUBLIC OFFERING STATEMENT -PRESENTED . ........ • . ......................................ILD AND BY D.R. HORTON, INC. - NEW JERSEY, A Delaware Corporation dlb/a SGS COMMUNITIES having an office at 700 East Gate Drive, Suite 110 Mt. Laurel, New Jersey 08054 for Phase I (273 Homes) out of a possible 397 Single Family Dwellings and Lots Located on Mill Road (County Route 622) Egg Harbor Township, Atlantic County, New Jersey and designated as THE VILLAGE GRANDE AT ENGLISH MILL NOTICE TO PURCHASERS THIS SECOND AMENDMENT IS FOR INFORMATIONAL PURPOSES ONLY. PURCHASERS SHOULD ASCERTAIN FOR THEMSELVES THAT THE PROPERTY OFFERED MEETS THEIR PERSONAL REQUIREMENTS. THE NEW JERSEY DIVISION OF CODES AND STANDARDS HAS NEITHER APPROVED NOR DISAPPROVED THE MERITS OF THIS OFFERING. BE SURE TO READ CAREFULLY ALL DOCUMENTS BEFORE YOU SIGN THEM. THIS SECOND AMENDMENT HAS BEEN FILED AND IS PRESENTED PURSUANT TO THE PLANNED REAL ESTATE DEVELOPMENT FULL DISCLOSURE ACT .J.S.A. 45:22A-21 ET SQ) AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (N.J.A.C. 5:26-1.IETQ) HOUSING WITHIN THE VILLAGE GRANDE AT ENGLISH MILL IS INTENDED FOR OCCUPANCY BY PERSONS 55 YEARS OF AGE OR OLDER. WITH LIMITED EXCEPTIONS, A HOME MAY NOT BE OCCUPIED UNLESS AT LEAST ONE PERSON 55 YEARS OF AGE OR OLDER RESIDES IN THE HOME. NO CHILD UNDER THE AGE OF 19 YEARS MAY OCCUPY A HOME IN THE VILLAGE GRANDE AT ENGLISH MILL. THERE ARE NO EXCEPTIONS TO THE FOREGOING RULES, AND OTHER AGE RELATED RESTRICTIONS ARE CONTAINED HEREIN. EFFECTIVE DATE OF PUBLIC OFFERING STATEMENT: January 13, 2005 EFFECTIVE DATE OF FIRST AMENDMENT: March 25, 2008 EFFECTIVE DATE OF SECOND AMENDMENT: April 6, 2009 REGISTRATION NUMBER: R-3823 PREPARED BY: GREENBAUM, ROWE, SMITH & DAVIS, LLP Metro Corporate Campus I 99 Wood Avenue South Iselin, New Jersey 08830 (732) 549-5600 072939.02 EXHIBITS —2.- Projected Operating Budget ..based..on..246 .Homes ..ihase..L.(27.3..Homes...inc1.uding amenities, Estimated Common Expense Assessments and Letters of Budget and Insurance Adequacy 9. First Amendment to Deposit Escrow Agreement, and Change Order No. 3; and Second Amendment to Deposit Escrow Agreement, and Decrease Penalty Rider (aka Change Order No. 4. 107293902 SECOND AMENDMENT TO THE PUBLIC OFFERING STATEMENT FOR ... .. ........ .................... ..... ..... MILL ........................................ •.. THE y.ILL/ .GE.GF.AND.RAT...EN..J.SH... DR HORTON, INC. - NEW JERSEY, a Delaware Corporation, with an office located at 700 East Gate Drive, Suite 110, Mt. Laurel, New Jersey 08054, hereby amends its Public Offering Statement for Village Grande at English Mill, dated January 13, 2005, and as previously amended by the First Amendment to the Public Offering Statement (collectively the "Plan"), as set forth herein. 1. Section 6. of the text of the Plan captioned "BUDGET" is amended and supplemented by the addition of the following paragraph after the first paragraph of that Section: "Proposed operating budgets based upon Phase I consisting of 273 Homes, and Full Occupancy consisting of 397 Homes have been included as part of the Plan. As of the date of this Second Amendment to the Public Offering Statement, the Developer projects that 246 Homes and the common amenities will be completed during the 2009 fiscal year of the Association. Accordingly, the Developer is supplementing the budgets previously included in the Plan to include the proposed operating budget, based upon the proposed completion of 246 Homes and the common amenities, under which the Community will operate during 2009." 2. Exhibit 2 to the Public Offering Statement, as amended by the First Amendment to the Public Offering Statement, captioned "Projected Operating Budget based on Phase 11(273 Homes) without amenities and including amenities and Full Occupancy (397 Homes), Estimated Common Expense Assessments and Letters of Budget and Insurance Adequacy" is supplemented by Exhibit 2 captioned "Proposed Operating Budget based on 246 Units in Phase I with amenities, Estimated Common Expense Assessments and Letters of Budget and Insurance Adequacy" appended to this Second Amendment to the Public Offering Statement. 3. Exhibit 9 to the Public Offering Statement captioned "Down Payment Bond and Deposit Escrow Agreement" is amended by the First Amendment to Deposit Escrow Agreement, to which is appended Change Order No. 3, and the Second Amendment to Deposit Agreement, to which is appended the Decrease Penalty Rider (aka Change Rider No.4). As a result of the changes to the Down Payment Bond effectuated by the Change Riders, as of the date of this Second Amendment to the Public Offering Statement, the amount of the Down Payment Bond is $400,000.00. As of the date of this Second Amendment to the Public Offering Statement, no 1072939.02 deposits or money paid under any contracts for the sale of homes in the Developments under the Down Payment Bond, as amended, exceed $400,000. The Developer hereby represents that to the best of its knowledge, information and belief the statements and representations contained herein are true and accurate. D.R. HORTON, INC. -NEW JERSEY, Developer -2- L 072939.02 EXHIBIT 2 Projected Operating Budget based on 246 Homes in Phase 1(273 Homes) including amenities, and Full Occupancy (397 Homes), Estimated Common Expense Assessments, and Letters of Budget and Insurance Adequacy 1072939.02 • NOW YORK clrr, NOW York • VALLEY FORGO, PENNSYLVANIA 212-634-8900 610-650-0600 • Wentworth Pro1el1y Monogemeni Corp 212-634-3946 Fox. 610-650-07) Fox • BROOKLYN, Now Yo,lc • WILMINGTON. Oclowore • CooperSquore Really 718-332-01?? 302-998-2115 • Armstrong Management Services 718-332-2558 Fox 302-998-2335 Fox Firsi Service financial • • I1ACKEFISACK. Ncv Jeroey • FAIRFAX. Virginia Wcrrlhmore ConcOruclion & Maintenance Company. Inc. 703--3B5--1133 • 201•525-2600 1, Fo!x: Boxlding Futures • Wentworth Realty, Inc. 201-525-2601 Fog 703-591-57& WENT WORTH GROUP WISrihingi on Inuroflce - IAWRENCEViU.L New Jersey WASHINGTON. B.C. • 609-895-9636 540-288-4634 609-895-9630 FaIr 705-59-5785 Foe • BJRRINGTON. NOW Jersey • STAION ISlAND, NOw Yo4 856-540-771 I 718-761-2222 856-546-2819 Fog 718-761-2182 Fox JERSEY COY. New Jersey • yHiL.J3ELIri& PENNSYLVANIA- 201-2,72-WI Fog 215-232-2187 Fox January 14, 2009 Mitchell Newman DR. Horton, Inc. - New Jersey NJ/PA Division 700 East Gate Drive, Ste 110 Mt. Laurel, NJ 08054-3810 English Miii RE: Village Grande at - 246 Units Dear Mr. Newman: We have prepared, the estimated budget for the Village Grande at English Mill Homeowners Association, 246 units, at an.ticpated 2.009 costs, for inclusion in the Public Offering Statement. It is our opinion, based on our prior experience in managing similar communities,, proposals received from contractors, and information received from the sponsor, that the budgeted operating estimate is reasonable and adequate under existing circumstances and the estimated receipts shown will be sufficient to meet the normal anticipated operating expenses. The Reserves for Repair and Replacement were based on information received from the sponsor and its engineer and on our prior experience in managing similar communities. Because of the possibility of unforeseen changes in the economy or increases or decreases in the expenses of operation, our estimates are not intended, and cannot be taken, as representation, guarantees or warrantees of any kind whatsoever, assurance that the actual expense or income of the Association, for any period of operation, may not incur nor as any Directors may not provide for services not reflected in the additional costs unforeseeable at this time, or that the Board of estimate, or that the annual assessments for any period may not vary from the amounts shown here. It may be expected, based. upon current trends that such items as insurance, contracted labor and other related expenses will increase or decrease in the future. Vcry truly yours, WENTWORTH PROPB4ANA.GEMENT OF NEW JERSEY, INC. 6n C. Doran, CMCA, AMS, PCAM President Developer Services 4 100 Highway 36 Suite IA • West Long Branch, New Jersey 07764 • 732-728-9690 Fax: 732-728-2290 Village Grande at English Mill 2009 Budget ACCOUNT DESCRIPTION Total Pane I $189.00 per home, per month OPERATING INCOME ASSOCIATION FEES $ 525,798.00 LATE FEE INCOME $ 1,050.00 . LEGAL INCOME $ 50.00 FIt .................... f''o............................................ ........................................................................................ ...... ............ .............................. TVIbCAIIcYNS ............................ s NSF CHARGES $ 35.00 OTHER INCOME $ 335.00 INITIATION FEE $ - DEVELOPER CONTRIBUTION $ 53,000.00 GROSS OPERATING INCOME $ 580418.00 OPERATING EXPENSES GENERAL MAINTENANCE & REPAIR COMMON AREA EXTERMINATING $ 500.00 MAINTENANCE SUPPLIES $ 500.00 SUB-CONTRACTOR MAINTENANCE $ -. LAKE MAINTENANCE $ 1,000.00 TOTAL GENERAL MAINTENANCE & REPAIR $ 2,000.00 GROUNDS MAINTENANCE LANDSCAPING MAINTENANCE - CA $ 167,520.00 LANDSCAPING ADD'L FERTILIZATION $ 15000.00 LANDSCAPING IMPROVEMENTS $ 2,167.28 IRRIGATION WATER $ 85,000.00 SNOW & ICE REMOVAL $ 45,000.00 COMMON AREA LIGHTING . 9,000.00 GEESE CONTROL $ 1,000.00 'TOTAL GROUNDS MAINTENANCE $ 314,687.28 CLUBHOUSE CLUBHOUSE MAINTENANCE $ .3,483.33 C/H SUPPLIES $ 458.33 C/H CABLE TV $ 916.67 C/H INTERNET SERVICE $ 916.67 C/H TRASH REMOVAL $ 916.67 C/H ELECTRICITY $ 14,666.67 C/H GAS $ 11,000.00 C/H SEWER $ 4,583.33 C/H WATER $ 5,500.00 C/H HVAC MAINTENANCE $ 1,375.00 C/H CLEANING SERVICE $ 14,666.67 C/H WINDOW CLEANING $ 458.33 C/H EXTERMINATING $ 916.67 C/H REPAIRS & SUPPLIES $ 91667 C/H JANITORIAL SUPPLIES $ 1,833.33 C/H SECURITY SYSTEM $ 916.67 C/H EQUIPMENT MAINTENANCE $ 916.67. LOBBY MAINTENANCE $ 458.33 C/H FIRE & SAFETY $ 916.67 C/H TELEPHONE $ 2,750.00 C/I-I RECREATION $ 916.67 PARKING LOT MAINTENANCE $ 200.00 POOL MNT/RPR - INDOOR $ 1,833,33 POOL MNT/RPR - OUTDOOR 916.67 POOL MANAGEMENT $ 45,000.00 Village Grande at English Mill 2009 Budget 458.33 RECREATION / ENTERTAINMENT $ Page 2 BOCCI / SHUFFLEBOARD 916.67 $ TOTAL CLUBHOUSE 118,808.33 $ PAYROLL & BENEFITS ONSITE STAFF P/R $ 32,950.00 TOTAL PAYROLL & BENEFITS $ 32,950.00 ....TAXES:&:IFSURANCE........:......................................... . .................................. . •.2L.•................. FEDERAL TAXES $ 100.00 PROPERTY/LIAB INSURANCE $ 15,000.00 INSURANCE-UMBRELLA $ 2,000.00 WORKMEN'S COMPENSATION $ 800.00 TOTAL TAXES & INSURANCE $ 17900.00 ADMINISTRATIVE & OTHER EXPENSES OFFICE SUPPLIES $ 2,500.00 OFFICE EQUIPMENT $ 500.00 POSTAGE & SHIPPING $ - PRINTING & POSTAGE $ 2,50000 POSTAGE MACHINE RENTAL $ BANK FEES $ 240.00 COUPON BOOKS $ 1,050.00 SOCIAL COMMITTEE $ 300.00 PETTY CASH $ CAI MEMBERSHIP 250,00 MISCELLANEOUS EXPENSE $ . - TOTAL ADMINISTRATIVE & OTHER EXPENSE $ 7,340.00 PROFESSIONAL SERVICES MANAGEMENT FEES $ 31,188.00 LEGAL GENERAL $ 1,500.00 LEGAL COLLECTIONS $ 1,000.00 ACCOUNTING/AUDIT $ 2,000.00 TOTAL PROFESSIONAL SERVICES $ 35,688.00 TOTAL OPERATING EXPENSES 529,373.61 $ RESERVE EXPENSE RESERVES DRIVEWAYS $ 15,356.00 RESERVES REPAIR & REPLACEMENT $ RESERVES SERVICE WALKS $ 7,601.00 RESERVES SIDEWALK RESERVE $ 10,547.90 ASPHALT $ 2273.43 ASPHALT SEALCOATING $ 1,351.06 C/H RESERVES $ 3,135.00 POOL DECK $ 1,650.00 POOL FENCE $ 275.00 POOL FILTERS $ 550.00 POOL FURNITURE $ 1,100,00 TENNIS COURT RESERVES $ 2,750.00 TENNIS COURT FENCE $ 440.00 SWIMMING POOL RESERVES $ 3,300,00 RESERVES WALKING PATH $ 715,00 TOTAL RESERVE EXPENSE 51,044.39 $ TOTAL EXPENSE 580,418.00 $ NET INCOME / (LOSS) (0.00) $ (111 S December 31, 2008 ...... ... ...... .. . .... ....... ... . ... ..... ...... .. . ... .... ... ....... ........ . .......... ... .......... ... .. . ,JJ Village Grande at English Mill HOA. insurance do Wentworth Group 208 Whithorse Pike 960 Holmdel Road Barrington, NJ 08007 Holmdel, NJ 07733 RE: Letter of Adequacy TEL (732) 834-9800 FAX (732) 834-0233 Village Grande at English Mill HOA Homeowners Association Phase I - 246 units and Clubhouse with Contents Gentlemen: In accordance with your request, we have reviewed and examined the Insurance Requirement for Village Grande at English Mill Homeowners Association located in Egg Harbor Township, NJ. Based on our analysis, we are pleased to recommend the following insurance coverage: PROPERTY - Coverage would be written on a blanket basis, covering the clubhouse, fencing, light fixtures, pool, recreational facilities, and personal property owned by the Association. Coverage provided under the policy would on special causes of loss perils basis including Replacement Cost, and Agreed Amount. All property would be subject to a minimum policy deductible of $1,000 each occurrence. COMMERCIAL GENERAL LIABILITY - Liability insurance would be designed to provide comprehensive protection for all common areas, including any swimming pools, and all recreational facilities. The limit under this section would be $1,000,000 each occurrence. The basic policy would be extended to include the broadening CGL endorsement which includes Personal Injury Liability, Broad Form Property Damage, Host Liquor Liability, Blanket Contractual Liability, Medical Payments, Advertising Liability, Employees as Additional Insured, Incidental Medical Malpractice, Fire Legal Liability, Extended Bodily Injury, Non-Owned and Hired Automobile Liability, in addition to other coverages. 3. DIRECTORS AND OFFICERS LIABILITY- Coverage would be provided for all present and past members who serve on the Board of Trustees for the Association. The policy would have a limit of $2,000,000 subject to a $2,500 deductible. liability 4. UMBRELLA. LiABILITY - This policy would provide excess limits of above the primary Comprehensive General Liability, Non-Owned and Hired Automobile Liability, and Directors and Officers Liability policies. A minimum of $15,000,000 for each occurrence is recommended however, higher limits are suggested for consideration by the Association. 5. COMPREHENSIVEAUTOMOBILE —If the Association owns y vecles2 - ..limi... 'v6ifd.................................. . .èdiille df$1O000D0ii"1 bitbv tdputh"y'\v ddföfibiiil5mn also include the necessary comprehensive and collision coverage. Non-Owned and Hired Automobile Liability would also be included. 6. COMPREHENSIVE CRIME INSURANCE - This policy would provide coverage for the Association as a result of fraudulent and dishonest acts of its employees, loss of money and securities on and off premises, depositors forgery and counterfeit money and paper currency. The limit for Employee Dishonesty coverage would be $400,000. 7. WORKER'S COMPENSATION - Coverage would be provided for injuries to employees during the course of employment. Benefits would be based upon the statutory requirements prescribed by the State of New Jersey. The policy would be issued on a minimum premium basis subject to an audit at expiration. 8. UNIT OWNERS INSURANCE A Homeowners Policy commonly referred to - as an HO-3 or HO-5 policy, should by purchased by the Unit Owner to cover property damage to the building as well as their personal belongs, including furniture and fixtures, along with any upgrades purchased as options by the Unit Owners. Implementation of the foregoing Coverage will, in our opinion, be adequate to meet the basic needs of the Association in insuring the exposure usual to Condominium/ Towrihome Association and satisfies the requirements of any mortgage lenders or management contracts. Premium summary for the coverage is shown on the attached summary sheet. Very truly yours JACOBSON, GOLDFARB & SCOTT, INC k _4 ~ I 110e4 Vincent J. Hager, CIRMS President I Property Insurance $1,500,000 $11,660 Clubhouse and contents - 100% Insurable Value 246 Single family units Ordinance or Law Coverage $1,000,000 Included Loss of Maintenance Fees Actual Loss Sustained Included 2. Commercial General Liability $1,000,000 Included 3. Directors and Officers $2,000,000 $2,472 4. Umbrella Liability $15,000,000 $2,085 5. Hired and Non-Owned Auto $1,000,000 Included 6. Comprehensive Crime $400,000 $707 7. Workers Compensation Statutory $876 B. Boiler and Machinery $1,500,000 Included Total Estimated Annual Premiums: $17,800 The premium estimates above are based on rates in effect in December 2008. Actual premiums may vary, based on the date coverage actually attaches. The premium quotes above are good for 60 days from the date on the cover letter. EXHIBIT 9 First Amendment to Deposit Escrow Agreement, and Change Order No. 3; and Second Amendment to Deposit Escrow Agreement, and Decrease Penalty Rider (aka Change Order No. 4) -4- 107293902 FIRST AMENDMENT TO DEPOSIT ESCROW AGREEMENT THIS FIRST AMENDMENT TO DEPOSIT ESCROW AGREEMENT made this Delaware Corporation (hereinafter referred to as the Developer") and Title America Agency Corporation (hereinafter referred to as the Escrow Agent"). WIIEREAS, the Developer and the Escrow Agent entered into a certain Deposit Escrow Agreement dated July 25, 2003, which was amended by a certain Deposit Escrow Agreement Rider dated July 1, 2004 (Qoliectivel, hereinafter referred to as the "Deposit Escrow Agreement") pursuant to the Regulations issued pursuant to the Planned Real Estate Development Full Disclosure Act of the State of New Jersey (N.J.S.A. 45:22A21 et seq. and NJ.A.C. 5:26-1,1 et seq.) relative to the release of deposits or money paid under a contract or agreement; WHEREAS, in The Village Grande at Little Mill; The Grande at Rancocas Creek Townhomes; The Village Grande at Kings Woods; The Grande at Kings Woods, a Condominium; The Village Grande at English Mill; The Village Grande at Camelot; and The Plaza Grande at Garden State Park (collectively, referred to herein as the "Developments") are subject to the bond coverage discussed in the Down Payment Bond; WHEREAS, the Deposit Escrow Agreement references the Down Payment Bond of Fidelity and Deposit Company of Maryland, as amended, in the amount of $4,000,000.00; WHEREAS, the Down. Payment Bond has been further amended by Change Rider No. 3 dated January 4, 2008 to decrease the bond amount to $1,000,000.00; and WHEREAS, the Developer wishes to amend the Deposit Escrow Agreement to reflect the amount of the Down Payment Bond amount as $1,000,000.00, and such other terms in Change Rider No. 3 to the Down Payment Bond. 1075072.01 the parties hereto hereby agree as follows: NOW, THEREFORE, 1. Attached to and made apart of this First Amendment to Escrow Agreement is Fidelity :.. &.======== .... :. d.:.iE.r s.j odatedanua4 2. As of January 4, 2008, The Village Grande at Little Mill; The 43rande at Rancocas Creek Towuhomes; The Village Grande at Kings Woods; and The Grande at Kings Woods, a Condominium are deleted from the Developments subject to the Down Payment Bond, as amended; 3. As of January 4, 2008, The Village Grande at English Mill, The Village Grande at Camelot; and The Plaza Grande at Garden State Park shall he the only developments for which the Down Payment Bond, as amended, affords coverage; 4. The Developer represents that the deposits or money paid under a contract or agreement in the Developments do not exceed the amount $1,000,000.00. Except as amended by this First Amthdxnent to Escrow Agreement, the terms of the Escrow Agreement shall remain as stated. IN WITNESS V IIEkEOF, the parties hereto have set their hands and seals to this First Amendment to the Escrow Agreement the date above stated. TITLE AMERICA AGENCY, CORP., WETNESS:; Escrow Agent By: WITNESS: D.R. hORTON, INC. —NEW JERSEY y7 7 By: . JaL !l'la.4e11 /t(4i, 5'n V &. W75072.O1 FIDELITY AND DEPOSIT COMPANY OF MARYLAND CHANGE RIDER NO.3 .... .... Issued to (Principal): - New Jersey DR Horton, Inc. Type of Bond: Down Payment Bond dated the 23rd day of July, 2003, and issued by Fidelity and Deposit Company of Maryland in the penal sum of: Four Million and 001100 ($4,000,000.00) and in favor of (Obligee): Title America Agency Corp In consideration of the agreed premium charged for this bond, it is understood and agreed that Fidelity and Deposit Company of Maryland consents that effective the 2nd day of January, 2008 said bond :shall be amended as follows (see the revised Exhibit "A" attached): (1) Delete the following projects from. the bond: * The Village Grande at Little Mill, Egg Harbor Township, Atlantic County, New Jersey The Village Grande at Rancocas Creek Townhornes, Deiran Township, Burlington County, New Jersey • The Village Grande at Kings Woods, West Deptford Township, Gloucester County, New Jersey • The Grande Kings Woods,a Condominium, West Deptford Township, Gloucester County, New Jersey (2) Decrease the bond amount of the bond: FROM: Four Million and 00110.0 Dollars ($4,000,000.00) BY:. Three Million and 001100 Dollars ($3,000,000.00 TO: One Million and 001100 Dollars ($'l,OOO.00O.00) Provided, however that the attached bond shall be subject to all its agreements, limitations and conditions except herein expressly modified, and further that the liability of the Surety under the attached bond and the bond as amended by this rider shall not be cumulative. Sgned sealed and dated this 0 January, 2008 day of DR Horton, Inc. - Now-Jersey By: Fidelity and Deposit Company of Maryland M.L. Gray, Attorr(vn-Fact do Willis of Florida 3000 Bayport Dr., Ste. 300 Tampa, FL 33607 Inquiries: (813) 281-2095 Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a ..corporatiou of.the.State of.Maiyiand,..by.M.P... HAMMO1iD,..Vice. President,.andGERALD.B-..HALEY, AssisthitSecretary,.... in pursuance of authority granted by Article Vi, Section 2, of the By-Laws of said Car pany, , çare set forth on the H. C.AJP., Carol H. RAY, Margaret A. and appoint James W. DUNN, David jbtkMis GINEM, Linda HORN and Denise TAYLOR, all of Tarn at and Attorney-in- Fact, to make, execute, seal any and all bonds and undertakings, and the execution of mc shall be as binding upon said Company, as fully and ampi t een y executed and acknowledged by the regularly elected o e, Md., in their own proper persons. This power of attorney revokes that issued vid H. CAM Anett CARDINALE, M.L. GRAY, Pamela L. a MORGAN, 'uineiactORN, Denise TAYLOR, dated March 6, 2007. retary does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article VI, The said Assistant Section 2, of the By-Laws of said Company, and is now in fence. IN WITNESS WHEREOF, the said Vice-President and Assistant Secretary have hereunto subscribed their names and affined the Corporate seal of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 10th day of August, A...)), 2007. FIDELITY AND DEPOSIT COMPANY OF MARYLAND ATTEST: UPOr By: cJ M. P. Hammond Gerald F. Haley Ansisant Secretary Vice Presideet State of Maryland City of Baltimore On this 10th day of August, A.D. 2007, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came M. P. HAMMOND, Vice President, and GERALD F. HALEY, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by sue duly sworn, severally and each for himself deposeth and saith, that they are. the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Corzany, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. Dennis R. Hayden Notary .Psiblic My Commission Expires: February 1, 2009 POP-F 031-3190 Exhibit "A' Bond #08714206 Down Payment Bond (Revised 01/04/2008)......................................................................................................................... The Village Grande at English Mill, Egg Harbor Township, Atlantic County, New Jersey The Village Grande at Camelot, Glassboro Borough arid Elk County, New Jersey Township, Gloucester. The Plaza Grande at Garden State Park, Cherry Hill Township, Camden County, New Jersey SECOND AMENDMENT TO DEPOSIT ESCROW AGREEMENT THIS SECOND AMENDMENT TO DEPOSIT ESCROW AGREEMENT made this 2009, by and between _DR. Horton Inc —New _Jersey , ?-C> day of Delaware Corporation (hereinafter referred to as the 'Developer") and Title America Agency Corporation (hereinafter referred to as the "Escrow Agent"). WITNESSETH WHEREAS, the Developer and the Escrow Agent entered into a certain Deposit Escrow Agreement dated July 25, 2003, which was amended by a certain First Amendment to Deposit Escrow Agreement dated January 7, 2008 (collectively, hereinafter referred to as the "Deposit Escrow Agreement") pursuant to the Regulations issued pursuant: to the Planned Real Estate Development Full Disclosure Act of the State of New Jersey (N.J.S.A. 45:22A-21 et seq. and NJ.A.C. 526-1.1 et seq.) relative to the release of deposits or money paid under a contract or agreement; WHEREAS, The Village Grande at English Mill; The Village Grande at Camelot; and The Plaza Grande at Garden State Park (collectively, referred to herein as the "Developments") are currently the only developments subject to the bond coverage discussed in the Down Payment WHEREAS, the Deposit Escrow Agreement references the Down Payment Bond of Fidelity and Deposit Company of Maryland, as amended, in the amount of $1,000,000.00; WHEREAS, the Down Payment Bond has been further amended by Decrease Penalty Rider (aka Change Rider No. 4) dated December 12, 2008 to decrease the bond amount to $400,000.00; and WHEREAS, the Developer wishes to amend the Deposit Escrow Agreement to reflect the amount of the Down Payment Bond amount as $400,000.00, and such other terms in Decrease Penalty Rider (aka Change Rider No. 4) to the Down Payment Bond. 1075072.01 NOW, THEREFORE, the parties hereto hereby agree as follows: 1 Attached to and made a part of this Second Amendment to Escxow Agreement is - Fidelity and Deposit Company of Maryland Decrease Penalty Rider (aka Change Rider No. 4) dated December 12, 2008. 2. As of December 12, 2008, The Village Grande at English Mill; The Village Grande at Carnetot; and The Plaza Grande at Garden State Park shall be the only developments for which the Down Payment Bond, as amended, affords coverage; 3 The Developer represents that the deposits or money paid under .a contract or agreement in the. Developments do not exceed the amount $400000.00. Except as amended by this First Amendment to Escrow Agreement, the terms of the Escrow Agreement shall remain as stated. IN WITNESS WHEREOF, the parties hereto have set their hands and seals to this Amendment to the Escrow Agraement the date above stated. WITNESS: TITLE AMERICA AGENCY, CORP., Escrow Agent WITNESS: D.R. HORTON, INC. - NEW JERSEY 2~~ '2~- -- By:Z~eell"~ - _ A /t 1e M Udl J?>i' 1075072.0 Decrease PENALTY RIDER BOND AMOUNT $1,000,000.00 BOND NO. 08714206 PREMIUM 15000!.00 To bE'ittli&dàn---10. executed by Fidelity and Deposit Company. of Maryland as surety, on behalf of DR Horton, Inc. * New Jersey as current principal of record, and in favor of Title America Agency -Cory, as Obligee, and in the amount of One Million Dollars and 001100 1,0 00, 000, 00) In consideration of the agreed premium charged for this bond, it is understood and agreed that Fidelity and Deposit Company of Maryland hereby consents that effective from the 12th day of December, 008, saidbond shalibe amendedasfollows: THE BOND PENALTY SHALL BE Decreased: FROM: One Million Dollars and 00/100 (000,000.00) TO: Four Hundred Thousand Dollars and 00/100 ($400,000.00) The Decrease of said bond penalty shall be effective as of the 12 t4 day of December, and does hereby agree that the continuity of protection under said bond subject to changes in penalty shall not be impaired hereby, provided that the aggregate liability of the above mentioned bond shall pot exceed the- amount of liability assumed by it at the time the act and/or acts of default were committed and in no event shall such liability be cumulative. Signed, sealed and dated this 12th day of December, O.R. Horton, Inc. New Jersey PRINMAL BY: Fidelity and Deposit Company of Maryland BY: 2 Linda Horn, Attorney-in-Fact C/O WLLJS HRH 3000 BAYPORT DRIVE, #30a TAMPA, FL 33807 INQUIRIES., (83) 281-2095 Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a I(NOW. ALL MEN BY ThESE PRESENTS: That corporation of the State of Maryland, by FRANK B. MARTIN JR., Vice President, and ERIC D. BARNES, Assistant which are set forth on . rMy, Secretary, in pursuance of authority granted by Article VI, Section 2, of the By-Laws of saidA James DUNN, ])avid H. CABR, Carol H. B, Margaret A. constitute and appoint W. GINEM, Linda HORN and Denise TAYLOR, all of Tam 0 nt and Attorney-in- Fact, make, execute, sea] and deliver, for, and on • ,' any and all bonds and undertakings, and the execution of suc e presents shall be as binding upon said executed and acknowledged by the Company, as fully and amply. t em duly exec M& their own proper persons. This power of attorney regularly elected yj revokes that issued onen of a SU1aviñ IL CARR, Carol H. RERIv[ES, Anett CAPDINALE, 1vLL. GRAY, Margaret A. GINEM ihse TAYLOR,. dated August 10, 2007. nretey does hereby certify that the extract set forth on the reverse side lereof is a true copy of Article VI, The said Assistant Section 2, of the By-Laws of said Company, and is now in force. IN WITNESS WHEREOF, the sai&Vice-President and Assistant Secretary have hereunto subscribed their names and affixed the Corporate Seal of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 3rd day of March, A.D. 2008. "FIDELITY AND DEPOSIT COMPANY OF MARYLAND ATTEST: ,-.,- Eric D, Barnes Assistant Secretary Frank E Mcrrtin Jr. Vice ?resident State of Maryland ss: City of Baltimore I On this 3rd day of March, A.D. 2008; before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came FRANK B. MARTIN JR., Vice President, and ERIC I). BARNES, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposejii and saith, that they are the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. 9ooa2 alit Maria D. Adamski Notary Public My Commission Expires: July 8, 2011 POA-F 031-3193 FIDELITY AND DEPOSIT COMPANY OF MARYLAND EXTRACT FROM BY-LAWS OF "Article VI, Section 2. The Chairman of the board, or the President, or any Executive Vice-President, or any of the Senior Vice-Presidents or Vice-Presidents specially authorized so to do by the Board of Directors or by the Executive Committee, shall have power, by and with the concurrence of the Secretary or any one of the Assistant Secretaries, to appoint Resident Vice-Presidents, Assistant Vice-Presidents and -Attorneys-in-Fact as the business of the Company may require, or to judgements, decrees, mortgages and instruments in policies, contracts, agreements, deeds, and releases and assignments of .and nature of mortgages,. ffix the seal of the Company thereto." the to -a CERTIFICATE I, the undersigned, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full farce and effect on the date of this certificate; and I do further certify that the Vice-President who executed the said Power of Attorney was one of the additional Vice-Presidents specially authorized by the Board of Directors to appoint any Attorney-in-Fact as provided in Article VI, Section 2, of the By-Laws of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the fullowing resolution of the Board of Directors of the.Ffl)ELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 10th day of May, 1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of Vice-President, any Secretary or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and eect as though manually affixed." IN TESTIMONY WHEREOF, I have hereunto subscribed ray name a rporate seal of the said Company nd affixed the co 12th December , 2008 this day of 4~ ~7. At Assrstan! Secretary