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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                       Date of Report: September 24, 2002

                                    NVR, Inc.
                  ---------------------------------------------
                  (Exact name of registrant as specified in its
                                    charter)



            Virginia                    1-12378                 54-1394360
- --------------------------------------------------------------------------------
(State or other jurisdiction of    (Commission File          (I.R.S. Employer
 incorporation or organization)          Number)            Identification No.)



            7601 Lewinsville Road, Suite 300, McLean, Virginia 22102
        ----------------------------------------------------------------
          (Address of principal executive offices)          (Zip Code)



        Registrant's telephone number, including area code: 703-761-2000


- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



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                           Exhibit Index is on page 4.






                                    NVR, INC.

Item 5.  Other Events.

     NVR, Inc. increased its working capital revolving credit facility (the
"Credit Facility")from $85 million to $135 million as a result of the execution
of two amendments to the Third Amended and Restated Credit Agreement. Amendment
No. 6 to the Third Amended and Restated Credit Agreement increased the Credit
Facility by $10 million and Amendment No. 7 to the Third Amended and Restated
Credit Agreement increased the Credit Facility by an additional $40 million.
Amendments No. 6 and No. 7 were effective as of August 19, 2002 and September
20, 2002, respectively. All other material terms and conditions of the Credit
Facility are consistent with those in place under the previous agreement. The
Credit Facility expires on May 31, 2004.


Item 7(c).  Exhibits

Exhibit Number Exhibit Description - -------------- -------------------- 99.1 Amendment No. 6 to the Third Amended and Restated Credit Agreement. 99.2 Amendment No. 7 to the Third Amended and Restated Credit Agreement.
2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NVR, Inc. Date: September 24, 2002 By: /s/ Paul C. Saville --------------------------------------- Name: Paul C. Saville Title: Executive Vice President and Chief Financial Officer 3 INDEX TO EXHIBITS Exhibit Exhibit Description Page - ------- ------------------- ---- 99.1 Amendment No. 6 to the Third Amended and Restated Credit Agreement 5 99.2 Amendment No. 7 to the Third Amended and Restated Credit Agreement 28 4


                                                              EXHIBIT 99.1

                                    NVR, INC.
                              7601 Lewinsville Road
                                McLean, VA 22102

                                                     Dated as of August 19, 2002



Bank One, NA
Individually and as Agent
1 Bank One Plaza
Chicago, IL  60670

Comerica Bank
Comerica Tower
500 Woodward Avenue - 7th Fl.
Detroit, MI  48226

U.S. Bank National Association
601 Second Avenue, South
Minneapolis, MN  55402

          Re: Amendment No. 6 to Third Amended and Restated Credit Agreement

Ladies and Gentlemen:

     We refer to the Third Amended and Restated Credit Agreement, dated as of
September 30, 1998 (as amended, the "Credit Agreement"), by and among NVR, Inc.
(the "Borrower"), Fleet National Bank, successor by merger to BankBoston, N.A.
("Fleet"), U.S. Bank National Association and Comerica Bank and Fleet as Agent.
Terms used in this letter agreement ("Amendment No. 6") which are not defined
herein, but which are defined in the Credit Agreement, shall have the same
respective meanings herein as therein.

     Contemporaneously with the execution and delivery of this Amendment No. 6,
Fleet has assigned its interests under the Credit Agreement (except its rights
and obligations as issuer of the Fleet LCs (defined below) to Bank One, NA,
having its principal office in Chicago, Illinois and has resigned as Agent.



                                       5



You and we have agreed that Bank One, NA shall succeed Fleet as Agent under the
Credit Agreement and have further agreed to make modifications to the Credit
Agreement and certain other Loan Documents (collectively, the "Amendment No. 6
Modifications") set forth in this Amendment No. 6.

     Accordingly, in consideration of these premises, the promises, mutual
covenants and agreements contained in this Amendment No. 6, and fully intending
to be legally bound by this Amendment No. 6, we hereby agree with you as
follows:

                                    ARTICLE I

                         AMENDMENTS TO CREDIT AGREEMENT

     Unless otherwise noted, effective as of August 19, 2002, the Credit
Agreement is amended as follows:

         (a) The terms "Loan Documents" and "Credit Agreement" shall, wherever
used in the Credit Agreement or any of the other Loan Documents, including,
without limitation, each Revolving Credit Note, be deemed to also mean and
include this Amendment No. 6. The Bank One Note (defined below) shall be deemed
for all purposes of the Loan Documents to be a Revolving Credit Note.

         (b) The definitions of the following terms set forth in the Credit
Agreement are hereby amended and restated in their entirety as follows:

               Agent. Bank One, in its capacity as contractual representative of
          the Banks pursuant to Section 12, and not in its individual capacity
          as a Bank, and any successor agent appointed pursuant to Section 12
          and any successor.

               Base Rate. For any day, a rate of interest per annum equal to the
          higher of (i) the Prime Rate for such day and (ii) the sum of the
          Federal Funds Effective Rate for such day plus 1/2% per annum.

               Business Day. (i) With respect to any borrowing, payment or rate
          selection of Eurodollar Advances or Daily Eurodollar Advances, a day
          (other than a Saturday or Sunday) on which banks generally are open in
          Chicago and New York City for the conduct of substantially all of
          their commercial lending activities, interbank wire transfers can be
          made on the Fedwire system and dealings in United States dollars are
          carried on in the London interbank market and (ii) for all other
          purposes, a day (other than a Saturday or Sunday) on which banks
          generally are open in Chicago for the conduct of




                                       6





          substantially all of their commercial lending activities and interbank
          wire transfers can be made on the Fedwire system.

               Daily Eurodollar Rate. A rate of interest, determined on a daily
          basis, equal to the Eurodollar Rate for a Eurodollar Advance Period of
          one month, determined by Agent at approximately 9:00 a.m. Chicago time
          on the day with respect to which such rate of interest is to be
          determined or, if such day is not a Business Day, on the Business Day
          preceding such day.

               Eurodollar Rate. With respect to a Eurodollar Advance for the
          relevant Eurodollar Advance Period, the sum of (i) the quotient of (a)
          the Eurodollar Base Rate applicable to such Eurodollar Advance Period,
          divided by (b) one minus the Reserve Requirement (expressed as a
          decimal) applicable to such Eurodollar Advance Period, plus (ii)
          1.35%.

                  Reimbursement Agreement.  See Section 2.2.3.

         (c) The following defined terms are hereby added to the Credit
Agreement:

         Amendment No. 6. Amendment No. 6 to this Agreement.

         Approved Fund. Any Fund that is administered or managed by (i) a Bank,
or (ii) an Affiliate of a Bank.

         Bank One. Bank One, NA, a national banking association having its
principal office in Chicago Illinois, and its successors.

          Eurodollar Base Rate. With respect to a Eurodollar Advance for the
     relevant Eurodollar Advance Period, the applicable British Bankers'
     Association LIBOR rate for deposits in U.S. dollars as reported by any
     generally recognized financial information service as of 11:00 a.m. (London
     time) two Business Days prior to the first day of such Eurodollar Advance
     Period, and having a maturity equal to such Eurodollar Advance Period,
     provided that, if no such British Bankers' Association LIBOR rate is
     available to the Agent, the applicable Eurodollar Base Rate for the
     relevant Eurodollar Advance Period shall instead be the rate determined by
     the Agent to be the rate at which Bank One or one of its Affiliate banks
     offers to place deposits in U.S. dollars with first-class banks in the
     London interbank market at approximately 11:00 a.m. (London time) two
     Business Days prior to the first day of such Eurodollar Advance Period, in
     the approximate amount of Bank One's Commitment Percentage of the relevant
     Eurodollar Advance and having a maturity equal to such Eurodollar Advance
     Period.



                                       7




                  Federal Funds Effective Rate. For any day, an interest rate
         per annum equal to the weighted average of the rates on overnight
         Federal funds transactions with members of the Federal Reserve System
         arranged by Federal funds brokers on such day, as published for such
         day (or, if such day is not a Business Day, for the immediately
         preceding Business Day) by the Federal Reserve Bank of New York, or, if
         such rate is not so published for any day which is a Business Day, the
         average of the quotations at approximately 10:00 a.m. (Chicago time) on
         such day on such transactions received by the Agent from three Federal
         funds brokers of recognized standing selected by the Agent in its sole
         discretion.

                  Fleet LCs. Those letters of credit issued by Fleet pursuant to
         this Agreement prior to the effective date of Amendment No. 6.

                  Fund. Any Person (other than a natural person) that is (or
         will be) engaged in making, purchasing, holding or otherwise investing
         in commercial loans and similar extensions of credit in the ordinary
         course of its business.

                  LC Issuer. Bank One (or any subsidiary or affiliate of Bank
         One designated by Bank One) in its capacity as issuer of Letters of
         Credit.

                  LC Obligations. At any time, the sum, without duplication, of
         (i) the aggregate undrawn stated amount under all Letters of Credit
         outstanding at such time plus (ii) the aggregate unpaid amount at such
         time of all Reimbursement Obligations.

                  LC Payment Date. See Section 2.2.5.

                  Prime Rate. A rate per annum equal to the prime rate of
         interest announced from time to time by Bank One or its parent (which
         is not necessarily the lowest rate charged to any customer), changing
         when and as said prime rate changes.

                  Regulation D. Regulation D of the Board of Governors of the
         Federal Reserve System as from time to time in effect and any successor
         thereto or other regulation or official interpretation of said Board of
         Governors relating to reserve requirements applicable to member banks
         of the Federal Reserve System.

                  Reimbursement Obligations. At any time the aggregate of all
         obligations of the Borrower then outstanding under Section 2.2 to
         reimburse the LC Issuer for amounts paid by the LC Issuer in respect of
         any one or more drawings under the Letters of Credit.

                  Reserve Requirement. With respect to a Eurodollar Advance
         Period, the maximum aggregate reserve requirement (including all basic,



                                       8





         supplemental, marginal and other reserves) which is imposed under
         Regulation D on Eurocurrency liabilities.

         (d) The last paragraph of Section 1 of the Credit Agreement is hereby
amended: (i) by deleting "Commonwealth of Massachusetts" and (b) by inserting in
place thereof the following: "State of Illinois."

         (e) The Credit Agreement is hereby amended: (i) by deleting each
reference to "Fleet" (other than those contained in this Amendment No. 6) and
"BKB" contained therein, and (ii) by inserting in place thereof the following:
"Bank One."

         (f) Wherever the Credit Agreement or any other Loan Document requires
or provides for a notice to be given, a payment to be made or another action to
be taken at or on or before a time specified therein, the Credit Agreement is
hereby amended to change each such specified time to Chicago time from the
Boston time designated in the Credit Agreement or other Loan Document. By way of
illustration, if the Credit Agreement provides for a notice to be given not
later than 10:00 a.m. (Boston time), such provision is amended to require such
notice to be given not later than 10:00 a.m. (Chicago time).

         (g) Wherever the Credit Agreement or any other Loan Document provides
for any payment to be made, or any Request for Advance or other notice or
document to be delivered, to Bank One or the Agent, such payment shall be made,
or such Request for Advance or other notice or document shall be delivered, to
Bank One, NA, 1 Bank One Plaza, Chicago, Illinois 60670, (i) in the case of any
payment to the attention of Loan Operations, (ii) in the case of any Request for
Advance to the attention of Loan Operations and (iii) in the case of delivery of
any other notice or document to the attention of National Home Building, Suite
IL1-0315, or in any case to such other address as Bank One may designate by
notice to the party required to make such payment or to deliver a notice or
document.

         (h) Section 2.1.6(b) of the Credit Agreement is amended: (i) by
deleting the last sentence thereof and (ii) by inserting in place thereof the
following:

                  Interest shall accrue and be payable on each Eurodollar
                  Advance made with respect to the Revolving Credit Loans at a
                  rate per annum equal to the Eurodollar Rate applicable to such
                  Eurodollar Advance; and

         (i) Sections 2.2.1 and 2.2.2 of the Credit Agreement are hereby deleted
and replaced by the following:



                                       9



                  2.2.1 Issuance of Letters of Credit. The LC Issuer hereby
         agrees, on the terms and conditions set forth in this Agreement, to
         issue Letters of Credit and to renew, extend, increase, decrease or
         otherwise modify each Letter of Credit ("Modify," and each such action
         a "Modification"), from time to time from and including the date of
         this Agreement and prior to the Maturity Date upon the request of the
         Borrower; provided that immediately after each such Letter of Credit is
         issued or Modified, (i) the aggregate amount of the outstanding LC
         Obligations shall not exceed $40,000,000 and (ii) the sum of the
         outstanding balance of the Loans and the outstanding LC Obligations
         shall not exceed $95,000,000. No Letter of Credit shall have an expiry
         date later than the fifth Business Day prior to the Maturity Date.

                  2.2.2 Participations. Upon the issuance or Modification by the
         LC Issuer of a Letter of Credit in accordance with this Section 2.2,
         the LC Issuer shall be deemed, without further action by any party
         hereto, to have unconditionally and irrevocably sold to each Bank, and
         each Bank shall be deemed, without further action by any party hereto,
         to have unconditionally and irrevocably purchased from the LC Issuer, a
         participation in such Letter of Credit (and each Modification thereof)
         and the related LC Obligations in proportion to its Commitment
         Percentage.

                  2.2.3 Notice. Subject to Section 2.2.1, the Borrower shall
         give the LC Issuer notice prior to 10:00 a.m. (Chicago time) at least
         three Business Days prior to the proposed date of issuance or
         Modification of each Letter of Credit, specifying the beneficiary, the
         proposed date of issuance (or Modification) and the expiry date of such
         Letter of Credit, and describing the proposed terms of such Letter of
         Credit and the nature of the transactions proposed to be supported
         thereby. Upon receipt of such notice, the LC Issuer shall promptly
         notify the Agent, and the Agent shall promptly notify each Bank, of the
         contents thereof and of the amount of such Bank's participation in such
         proposed Letter of Credit. The issuance or Modification by the LC
         Issuer of any Letter of Credit shall, in addition to the conditions
         precedent set forth in Section 8 (the satisfaction of which the LC
         Issuer shall have no duty to ascertain), be subject to the conditions
         precedent that such Letter of Credit shall be satisfactory to the LC
         Issuer and that the Borrower shall have executed and delivered such
         application and reimbursement agreement and/or such other instruments
         and agreements relating to such Letter of Credit as the LC Issuer shall
         have reasonably requested (each, a "Reimbursement Agreement"). In the
         event of any conflict between the terms of this



                                       10



         Agreement and the terms of any Letter of Credit Application, the terms
         of this Agreement shall control.

                  2.2.4 Letter of Credit Fees. Fees in respect of Letters of
         Credit shall be paid as provided in Section 4.2.


                  2.2.5 Administration; Reimbursement by Banks. Upon receipt
         from the beneficiary of any Letter of Credit of any demand for payment
         under such Letter of Credit, the LC Issuer shall notify the Agent and
         the Agent shall promptly notify the Borrower and each other Bank as to
         the amount to be paid by the LC Issuer as a result of such demand and
         the proposed payment date (the "LC Payment Date"). The responsibility
         of the LC Issuer to the Borrower and each Bank shall be only to
         determine that the documents (including each demand for payment)
         delivered under each Letter of Credit in connection with such
         presentment shall be in conformity in all material respects with such
         Letter of Credit. The LC Issuer shall endeavor to exercise the same
         care in the issuance and administration of the Letters of Credit as it
         does with respect to letters of credit in which no participations are
         granted, it being understood that in the absence of any gross
         negligence or willful misconduct by the LC Issuer, each Bank shall be
         unconditionally and irrevocably liable without regard to the occurrence
         of any Default or any condition precedent whatsoever, to reimburse the
         LC Issuer on demand for (i) such Bank's Commitment Percentage of the
         amount of each payment made by the LC Issuer under each Letter of
         Credit to the extent such amount is not reimbursed by the Borrower
         pursuant to Section 2.2.6 below, plus (ii) interest on the foregoing
         amount to be reimbursed by such Bank, for each day from the date of the
         LC Issuer's demand for such reimbursement (or, if such demand is made
         after 11:00 a.m. (Chicago time) on such date, from the next succeeding
         Business Day) to the date on which such Bank pays the amount to be
         reimbursed by it, at a rate of interest per annum equal to the Federal
         Funds Effective Rate for the first three days and, thereafter, at a
         rate of interest equal to the rate applicable to Base Rate Advances.

                  2.2.6 Reimbursement by Borrower. The Borrower shall be
         irrevocably and unconditionally obligated to reimburse the LC Issuer on
         or before the applicable LC Payment Date for any amounts to be paid by
         the LC Issuer upon any drawing under any Letter of Credit, without
         presentment, demand, protest or other formalities of any kind; provided
         that neither the Borrower nor any Bank shall hereby be precluded from
         asserting any claim for direct (but not



                                       11



         consequential) damages suffered by the Borrower or such Bank to the
         extent, but only to the extent, caused by (i) the willful misconduct or
         gross negligence of the LC Issuer in determining whether a request
         presented under any Letter of Credit issued by it complied with the
         terms of such Letter of Credit or (ii) the LC Issuer's failure to pay
         under any Letter of Credit issued by it after the presentation to it of
         a request strictly complying with the terms and conditions of such
         Letter of Credit. All such amounts paid by the LC Issuer and remaining
         unpaid by the Borrower shall bear interest, payable on demand, for each
         day until paid at a rate per annum equal to the rate applicable to Base
         Rate Advances. The LC Issuer will pay to each Bank ratably in
         accordance with its Commitment Percentage all amounts received by it
         from the Borrower for application in payment, in whole or in part, of
         the Reimbursement Obligation in respect of any Letter of Credit issued
         by the LC Issuer, but only to the extent such Bank has made payment to
         the LC Issuer in respect of such Letter of Credit pursuant to Section
         2.2.5. Subject to the terms and conditions of this Agreement (including
         without limitation the submission of a Borrowing Notice in compliance
         with Section 2.8 and the satisfaction of the applicable conditions
         precedent set forth in Section 8), the Borrower may request an Advance
         hereunder for the purpose of satisfying any Reimbursement Obligation.

                  2.2.7 Obligations Absolute. The Borrower's obligations under
         this Section 2.2 shall be absolute and unconditional under any and all
         circumstances and irrespective of any setoff, counterclaim or defense
         to payment which the Borrower may have or have had against the LC
         Issuer, any Bank or any beneficiary of a Letter of Credit. The Borrower
         further agrees with the LC Issuer and the Banks that the LC Issuer and
         the Banks shall not be responsible for, and the Borrower's
         Reimbursement Obligation in respect of any Letter of Credit shall not
         be affected by, among other things, the validity or genuineness of
         documents or of any endorsements thereon, even if such documents should
         in fact prove to be in any or all respects invalid, fraudulent or
         forged, or any dispute between or among the Borrower, any of its
         Affiliates, the beneficiary of any Letter of Credit or any financing
         institution or other party to whom any Letter of Credit may be
         transferred or any claims or defenses whatsoever of the Borrower or of
         any of its Affiliates against the beneficiary of any Letter of Credit
         or any such transferee. The LC Issuer shall not be liable for any
         error, omission, interruption or delay in transmission, dispatch or
         delivery of any message or advice,



                                       12



         however transmitted, in connection with any Letter of Credit. The
         Borrower agrees that any action taken or omitted by the LC Issuer or
         any Bank under or in connection with each Letter of Credit and the
         related drafts and documents, if done without gross negligence or
         willful misconduct, shall be binding upon the Borrower and shall not
         put the LC Issuer or any Bank under any liability to the Borrower.
         Nothing in this Section 2.2.7 is intended to limit the right of the
         Borrower to make a claim against the LC Issuer for damages as
         contemplated by the proviso to the first sentence of Section 2.2.6.

                  2.2.8 Actions of LC Issuer. The LC Issuer shall be entitled to
         rely, and shall be fully protected in relying, upon any Letter of
         Credit, draft, writing, resolution, notice, consent, certificate,
         affidavit, letter, cablegram, telegram, telecopy, telex or teletype
         message, statement, order or other document believed by it to be
         genuine and correct and to have been signed, sent or made by the proper
         Person or Persons, and upon advice and statements of legal counsel,
         independent accountants and other experts selected by the LC Issuer.
         The LC Issuer shall be fully justified in failing or refusing to take
         any action under this Agreement unless it shall first have received
         such advice or concurrence of the Majority Banks as it reasonably deems
         appropriate or it shall first be indemnified to its reasonable
         satisfaction by the Banks against any and all liability and expense
         which may be incurred by it by reason of taking or continuing to take
         any such action. The LC Issuer shall notify the Borrower of any failure
         or refusal of the LC Issuer to take any action resulting from its
         election to seek from the Banks their consent to such action.
         Notwithstanding any other provision of this Section 2.2, the LC Issuer
         shall in all cases be fully protected in acting, or in refraining from
         acting, under this Agreement in accordance with a request of the
         Majority Banks, and such request and any action taken or failure to act
         pursuant thereto shall be binding upon the Banks and any future holders
         of a participation in any Letter of Credit.

                  2.2.9 Indemnification. The Borrower hereby agrees to indemnify
         and hold harmless each Bank, the LC Issuer and the Agent, and their
         respective directors, officers, agents and employees from and against
         any and all claims and damages, losses, liabilities, costs or expenses
         which such Bank, the LC Issuer or the Agent may incur (or which may be
         claimed against such Bank, the LC Issuer or the Agent by any Person
         whatsoever) by reason of or in connection with the issuance, execution
         and delivery or transfer of or payment or failure to pay under any
         Letter of Credit or any actual or


                                       13



         proposed use of any Letter of Credit, including, without limitation,
         any claims, damages, losses, liabilities, costs or expenses which the
         LC Issuer may incur by reason of or in connection with (i) the failure
         of any other Bank to fulfill or comply with its obligations to the LC
         Issuer hereunder (but nothing herein contained shall affect any rights
         the Borrower may have against any defaulting Bank) or (ii) by reason of
         or on account of the LC Issuer issuing any Letter of Credit which
         specifies that the term "Beneficiary" included therein includes any
         successor by operation of law of the named Beneficiary, but which
         Letter of Credit does not require that any drawing by any such
         successor Beneficiary be accompanied by a copy of a legal document,
         satisfactory to the LC Issuer, evidencing the appointment of such
         successor Beneficiary; provided that the Borrower shall not be required
         to indemnify any Bank, the LC Issuer or the Agent for any claims,
         damages, losses, liabilities, costs or expenses to the extent, but only
         to the extent, caused by (x) the willful misconduct or gross negligence
         of the LC Issuer in determining whether a request presented under any
         Letter of Credit complied with the terms of such Letter of Credit or
         (y) the LC Issuer's failure to pay under any Letter of Credit after the
         presentation to it of a request strictly complying with the terms and
         conditions of such Letter of Credit. Nothing in this Section 2.2.9 is
         intended to limit the obligations of the Borrower under any other
         provision of this Agreement.

                  2.2.10 Banks' Indemnification. Each Bank shall, ratably in
         accordance with its Commitment Percentage, indemnify the LC Issuer, its
         affiliates and their respective directors, officers, agents and
         employees (to the extent not reimbursed by the Borrower) against any
         cost, expense (including reasonable counsel fees and disbursements),
         claim, demand, action, loss or liability (except such as result from
         such indemnitees' gross negligence or willful misconduct or the LC
         Issuer's failure to pay under any Letter of Credit after the
         presentation to it of a request strictly complying with the terms and
         conditions of the Letter of Credit) that such indemnitees may suffer or
         incur in connection with this Section 2.2 or any action taken or
         omitted by such indemnitees hereunder.

                  2.2.11 Rights as a Bank. In its capacity as a Bank, the LC
         Issuer shall have the same rights and obligations as any other Bank.

                  2.2.12 Fleet LCs. The parties acknowledge that, as of the
         effective date of Amendment No. 6, the Fleet LCs shall cease to
         constitute Letters of Credit under this Agreement.




                                       14



         (j) Section 2.2.3 of the Credit Agreement is renumbered as Section
2.2.13.

         (k) Section 3.1 of the Credit Agreement is hereby amended: (i) by
deleting both references to "$85,000,000" contained therein; and (ii) by
inserting in place thereof the following: "$95,000,000."

         (l) Section 3.3 or the Credit Agreement is hereby amended: (i) by
deleting the reference to $85,000,000" contained therein; and (ii) by inserting
in place thereof the following: "$95,000,000."

         (m) Section 3.4(b) is hereby deleted and replaced by the following:

                  (b) An Overline Advance shall be made only by the Bank or
                  Banks that elect to make such Overline Advance, it being
                  expressly understood that neither the Agent nor any Bank shall
                  have any obligation to make any Overline Advance;

         (n) Section 4.2 of the Credit Agreement is hereby deleted and replaced
by the following:

                  Section 4.2 Letter of Credit Fees. Borrower shall pay to the
         Agent quarterly a fee (the "Letter of Credit Fee") for each Letter of
         Credit issued pursuant to this Agreement to be calculated at the rate
         of one percent (1%) per annum on that portion of the Maximum Drawing
         Amount attributable to such Letter of Credit which fee shall be deemed
         earned upon receipt. The Letter of Credit Fee shall be payable
         quarterly in arrears on the first day of each calendar quarter. Upon
         receipt of the Letter of Credit Fee, a portion of the Letter of Credit
         Fee calculated at the rate of 0.25% per annum on each Letter of Credit
         shall be paid by the Agent to the LC Issuer and the balance of the
         Letter of Credit Fee calculated at the rate of 0.75% per annum shall be
         disbursed by the Agent to the Banks in the proportion of their
         Commitment Percentages. In addition to the Letter of Credit Fee, each
         LC Issuer may charge, and the Borrower shall pay, such LC Issuer's
         outstanding issuance and amendment fees in accordance with such LC
         Issuer's customary practice. To the extent that, prior to the effective
         date of Amendment No. 6, either Comerica Bank or U.S. Bank National
         Association has received Letter of Credit Fees with respect to the
         Fleet LCs, which fees are applicable to the portion of the calendar
         quarter remaining after the effective date of Amendment No. 6, the
         amount of such fees shall be offset (on a dollar-for-dollar basis)
         against the Letter of Credit Fees that would otherwise be payable to
         such Bank on the first day of the next succeeding calendar quarter .






                                       15



         (o) Section 9.3 is hereby amended by deleting therefrom the reference
"Florida,".

         (p) The Banks hereby irrevocably appoint Bank One as Agent, and Bank
One hereby accepts such appointment and agrees to act as Agent, subject to and
in accordance with the provisions of Section 12.

         (q) Section 17.1 of the Credit Agreement is hereby deleted and replaced
by the following:

                  17.1.1 Successors and Assigns. The terms and provisions of the
         Loan Documents shall be binding upon and inure to the benefit of the
         Borrower and the Banks and their respective successors and assigns
         permitted hereby, except that (i) the Borrower shall not have the right
         to assign its rights or obligations under the Loan Documents without
         the prior written consent of each Bank, (ii) any assignment by any Bank
         must be made in compliance with Section 17.1.3, and (iii) any transfer
         by participation must be made in compliance with Section 17.1.2. Any
         attempted assignment or transfer by any party not made in compliance
         with this Section 17.1.1 shall be null and void, unless such attempted
         assignment or transfer is treated as a participation in accordance with
         Section 17.1.2. The parties to this Agreement acknowledge that clause
         (ii) of this Section 17.1.1 relates only to absolute assignments and
         this Section 17.1.1 does not prohibit assignments creating security
         interests, including, without limitation, (x) any pledge or assignment
         by any Bank of all or any portion of its rights under this Agreement
         and any Revolving Credit Note to a Federal Reserve Bank or (y) in the
         case of a Fund, any pledge or assignment of all or any portion of its
         rights under this Agreement and any Revolving Credit Note to its
         trustee in support of its obligations to its trustee; provided,
         however, that no such pledge or assignment creating a security interest
         shall release the transferor Bank from its obligations hereunder unless
         and until the parties thereto have complied with the provisions of
         Section 17.1.3. The Agent may treat the Person which made any Loan or
         which holds any Revolving Credit Note as the owner thereof for all
         purposes hereof unless and until such Person complies with Section
         17.1.3; provided, however, that the Agent may in its discretion (but
         shall not be required to) follow instructions from the Person which
         made any Loan or which holds any Revolving Credit Note to direct
         payments relating to such Loan or Revolving Credit Note to another
         Person. Any assignee of the rights to any Loan or any Revolving Credit
         Note agrees by acceptance of such assignment to be bound by all the
         terms and provisions of the Loan Documents. Any request, authority or
         consent of any Person, who at the time of making such request or giving
         such authority or consent is the owner of the rights to any Loan
         (whether or not a Revolving Credit Note


                                       16




         has been issued in evidence thereof), shall be conclusive and binding
         on any subsequent holder or assignee of the rights to such Loan.

                  17.1.2. Participations.

                  17.1.2.1. Permitted Participants; Effect. Any Bank may at any
         time sell to one or more banks or other entities ("Participants")
         participating interests in any Loan owing to such Bank, any Revolving
         Credit Note held by such Bank, any Commitment of such Bank or any other
         interest of such Bank under the Loan Documents. In the event of any
         such sale by a Bank of participating interests to a Participant, such
         Bank's obligations under the Loan Documents shall remain unchanged,
         such Bank shall remain solely responsible to the other parties hereto
         for the performance of such obligations, such Bank shall remain the
         owner of its Loans and the holder of any Revolving Credit Note issued
         to it in evidence thereof for all purposes under the Loan Documents,
         all amounts payable by the Borrower under this Agreement shall be
         determined as if such Bank had not sold such participating interests,
         and the Borrower and the Agent shall continue to deal solely and
         directly with such Bank in connection with such Bank's rights and
         obligations under the Loan Documents.

                  17.1.2.2 Consents. The consent of Borrower shall be required
         prior to the granting of any participation unless the Purchaser is a
         Bank, provided that the consent of the Borrower shall not be required
         if an Event of Default has occurred and is continuing. The consent of
         the Agent shall be required prior to the granting of any participation
         becoming effective unless the Purchaser is a Bank. In the case of the
         granting of any participation to an Eligible Assignee, an Affiliate of
         a Bank or an Approved Fund, any consent required under this Section
         17.1.2.2 shall not be unreasonably withheld or delayed. It shall not be
         unreasonable for the Borrower to withhold such consent on the basis
         that the Borrower's prior business dealings with the proposed
         participant were not satisfactory to the Borrower.

                  17.1.2.3. Voting Rights. Each Bank shall retain the sole right
         to approve, without the consent of any Participant, any amendment,
         modification or waiver of any provision of the Loan Documents other
         than any amendment, modification or waiver with respect to any Loan or
         Commitment in which such Participant has an interest which would
         require consent of all of the Banks pursuant to the terms of Section 25
         or of any other Loan Document.



                                       17




                  17.1.2.4. Benefit of Certain Provisions. The Borrower agrees
         that each Participant shall be deemed to have the right of setoff
         provided in Section 11 in respect of its participating interest in
         amounts owing under the Loan Documents to the same extent as if the
         amount of its participating interest were owing directly to it as a
         Bank under the Loan Documents, provided that each Bank shall retain the
         right of setoff provided in Section 11 with respect to the amount of
         participating interests sold to each Participant. The Banks agree to
         share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 11, agrees to share with each Bank,
         any amount received pursuant to the exercise of its right of setoff,
         such amounts to be shared in accordance with Section 11 as if each
         Participant were a Bank. The Borrower further agrees that each
         Participant shall be entitled to the benefits of Sections 13 to the
         same extent as if it were a Bank and had acquired its interest by
         assignment pursuant to Section 17.1.3, provided that (i) a Participant
         shall not be entitled to receive any greater payment under Section 13
         than the Bank who sold the participating interest to such Participant
         would have received had it retained such interest for its own account,
         and (ii) any Participant not incorporated under the laws of the United
         States of America or any State thereof agrees to comply with the
         provisions of the first sentence of Section 17.6 to the same extent as
         if it were a Bank hereunder.

                  17.1.3. Assignments.

                  17.1.3.1. Permitted Assignments. Any Bank may at any time
         assign to one or more banks or other entities ("Purchasers") all or any
         part of its rights and obligations under the Loan Documents. Such
         assignment shall be substantially in the form of Exhibit E or in such
         other form as may be agreed to by the parties thereto. Each such
         assignment with respect to a Purchaser which is not a Bank or an
         Affiliate of a Bank or an Approved Fund shall either be in an amount
         equal to the entire applicable Commitment and Loans of the assigning
         Lender or (unless each of the Borrower and the Agent otherwise
         consents) be in an aggregate amount not less than $10,000,000. The
         amount of the assignment shall be based on the Commitment or
         outstanding Loans (if the Commitment has been terminated) subject to
         the assignment, determined as of the effective date of such assignment.

                  17.1.3.2. Consents. The consent of the Borrower shall be
         required prior to an assignment becoming effective unless the Purchaser
         is a Bank, provided that the consent of the Borrower shall not be
         required if an Event of Default has occurred and is continuing.



                                       18




         The consent of the Agent shall be required prior to an assignment
         becoming effective unless the Purchaser is a Bank. In the case of the
         assignment to an Eligible Assignee, an Affiliate of a Bank or an
         Approved Fund, any consent required under this Section 17.1.3.2 shall
         not be unreasonably withheld or delayed. It shall not be unreasonable
         for the Borrower to withhold such consent on the basis that (without
         limitation) (i) the Borrower's prior business dealings with the
         proposed assignee were not satisfactory to the Borrower, (ii) the
         proposed assignee is a financial institution organized under the laws
         of a country other than the United States or is as subsidiary of, or
         controlled by, a financial institution organized under the laws of a
         country other than the United States, or (iii) the proposed assignee is
         a financial institution rated lower than "BBB" by Standard & Poor's
         Ratings Services, a Division of The McGraw-Hill Companies, Inc. or
         lower than "Baa" by Moody's Investors Services, Inc.

                  17.1.3.3. Effect; Effective Date. Upon (i) delivery to the
         Agent of an assignment, together with any consents required by Sections
         17.1.3.1 and 17.1.3.2, and (ii) payment to the Agent of the fee
         provided in Section 17.3 (unless such fee is waived by the Agent), such
         assignment shall become effective on the effective date specified in
         such assignment. The assignment shall contain a representation by the
         Purchaser to the effect that none of the consideration used to make the
         purchase of the Commitment and Loans under the applicable assignment
         agreement constitutes "plan assets" as defined under ERISA and that the
         rights and interests of the Purchaser in and under the Loan Documents
         will not be "plan assets" under ERISA. On and after the effective date
         of such assignment, such Purchaser shall for all purposes be a Bank
         party to this Agreement and any other Loan Document executed by or on
         behalf of the Banks and shall have all the rights and obligations of a
         Bank under the Loan Documents, to the same extent as if it were an
         original party thereto, and the transferor Bank shall be released with
         respect to the Commitment and Loans assigned to such Purchaser without
         any further consent or action by the Borrower, the Banks or the Agent.
         In the case of an assignment covering all of the assigning Bank's
         rights and obligations under this Agreement, such Bank shall cease to
         be a Bank hereunder but shall continue to be entitled to the benefits
         of, and subject to, those provisions of this Agreement and the other
         Loan Documents which survive payment of the Obligations and termination
         of the applicable agreement. Any assignment or transfer by a Bank of
         rights or obligations under this Agreement that does not comply with
         this Section 17.1.3 shall be treated for purposes of this Agreement as
         a sale



                                       19




         by such Bank of a participation in such rights and obligations in
         accordance with Section 17.1.2.

         (r) Section 19 of the Credit Agreement is hereby deleted and replaced
by the following:


19. CHOICE OF LAW; CONSENT TO JURISDICTION


         19.1 CHOICE OF LAW. THE LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1
ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.

         19.2 CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE
COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT, THE LC ISSUER OR ANY BANK TO BRING PROCEEDINGS AGAINST
THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY
THE BORROWER AGAINST THE AGENT, THE LC ISSUER OR ANY BANK OR ANY AFFILIATE OF
THE AGENT, THE LC ISSUER OR ANY BANK INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

         (s) Schedule 1 (Revised Schedule 1) to the Credit Agreement is hereby
amended to read in its entirety as set forth on Annex 1 attached hereto,
reflecting the assignment of Fleet's Commitment to Bank One and the increase of
Bank One's Commitment. Borrower hereby acknowledges its consent to such
assignment, and the parties hereby acknowledge their consent and agreement to
such increase in the Bank One Commitment.



                                       20



         (t) Exhibit D to the Credit Agreement is hereby deleted.


                                   ARTICLE II
                        CONDITIONS PRECEDENT TO AMENDMENT

     The Banks' agreement herein to amend the Credit Agreement is subject to the
fulfillment of the following conditions:

         (a) The Agent shall have received from the Borrower this Amendment No.
6 and an Amended and Restated Revolving Credit Note in favor of Bank One (the
"Bank One Note") in the form of Annex 2 attached hereto, duly executed and
delivered by the Borrower;

         (b) The Agent shall have received satisfactory evidence of the
corporate authority of the Borrower to enter into this Amendment No. 6
(including to incur the additional borrowings contemplated hereby);

         (c) Fleet, the Borrower, the Agent and Banks shall have entered into an
agreement acknowledging that the Fleet LCs shall no longer constitute Letters of
Credit under the Credit Agreement and terminating the Banks' participation in
the Fleet LCs; and

         (d) The Agent and each of the Banks shall have executed this Amendment
No. 6.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

     The Borrower hereby represents, warrants and covenants to the Banks and the
Agent as follows:


         (a) Representations in Credit Agreement. To the best of the Borrower's
knowledge, each of the representations and warranties made by or on behalf of
the Borrower to the Banks or the Agent in the Credit Agreement and the other
Loan Documents, as amended through this Amendment No. 6, was true and correct
when made, and is true and correct in all material respects on and as of the
date hereof with the same full force and effect as if each of such
representations and warranties had been made by the Borrower on the date hereof
and in this Amendment No. 6 except (1) to the extent that such representations
and warranties relate solely to a prior date and (2) for changes resulting from
transactions or events



                                       21




occurring subsequent to the date of the Credit Agreement
and which did not and do not violate the terms of the Credit Agreement.

         (b) No Events of Default. No Default or Event of Default exists on the
date hereof (after giving effect to the Amendment No. 6 Modifications
contemplated hereby and the transactions described herein).

         (c) Binding Effect of Documents. This Amendment No. 6 has been duly
executed and delivered to the Banks and the Agent by the Borrower and is in full
force and effect as of the date hereof, and the agreements and obligations of
the Borrower contained herein constitute legal, valid and binding obligations of
the Borrower enforceable against the Borrower in accordance with their
respective terms.

         (d) Consents. The Borrower has obtained all consents which are
necessary in order to consummate the transactions referred to in this Amendment
No. 6, and has furnished copies of all such consents, if any, to the Agent.


                                   ARTICLE IV
                        PROVISIONS OF GENERAL APPLICATION

         (a) No Other Changes. Except as otherwise expressly provided by this
Amendment No. 6 and the Bank One Note, all of the other Loan Documents remain
unaltered. The Credit Agreement and this Amendment No. 6 shall be read and
construed as one agreement.

         (b) Governing Law. The provisions of Section 19 of the Credit Agreement
(as amended as provided in Article I above) shall apply to this Amendment No. 6.

         (c) Binding Effect; Assignment. This Amendment No. 6 shall be binding
upon and inure to the benefit of each of the parties hereto and thereto and
their respective successors in title and assigns.

         (d) Counterparts. This Amendment No. 6 may be executed in any number of
counterparts, but all such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment No. 6, it shall not be
necessary to produce or account for more than one counterpart hereof signed by
each of the parties hereto.

         (e) Conflict with Other Agreements. If any of the terms of this
Amendment No. 6 shall conflict in any respect with any of the terms of the
Credit Agreement or any other Loan Document, the terms of this Amendment No. 6
shall be controlling.



                                       22




     If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this Amendment No. 6 and return such
counterpart to the undersigned, whereupon this Amendment No. 6 shall become a
binding agreement between you and the undersigned.

                                        Very truly yours,

                                        NVR, INC.

                                        By: /s/ Paul C. Saville
                                            -------------------------------
                                        Title:  Executive Vice President
                                                 Finance and CFO


The foregoing Amendment No. 6 is hereby accepted by the undersigned as of August
19, 2002.

BANK ONE, NA
Individually and as Agent

By:  /s/ Mark C. Kramer
    ------------------------------
Title: Director
      ----------------------------


COMERICA BANK

By:  /s/ Casey L. Ostrander
    ------------------------------
Title: Account Officer
      ----------------------------


U.S. BANK NATIONAL ASSOCIATION

By:  /s/ Matthew G. Lind
    ------------------------------
Title: Assistant Vice President
      ----------------------------




                                       23




                                     ANNEX 1

                                     Revised
                                   SCHEDULE 1

                                    NVR, INC.
                                BANK COMMITMENTS
Bank Commitment Percentage Commitment Amount - ---- --------------------- ------------------ Bank One, NA 42.105263158 $40,000,000 U.S. Bank National Association 31.578947369 $30,000,000 Comerica Bank 26.315789473 $25,000,000
24 ANNEX 2 AMENDED AND RESTATED REVOLVING CREDIT NOTE 40,000,000 August 19, 2002 FOR VALUE RECEIVED, the undersigned, NVR INC., a corporation organized and existing under the laws of Virginia having its principal place of business at 7601 Lewinsville Road, McLean, VA 22102 (the "Borrower"), promises to pay, on or before the Maturity Date (as defined in the Credit Agreement hereinafter referred to) to the order of BANK ONE, NA (hereinafter, together with its successors in title and assigns, called the "Bank") at the head office of BANK ONE, NA (the "Agent"), at 1 Bank One Plaza, Chicago, IL 60670, the principal sum of FORTY MILLION AND NO/100 DOLLARS ($40,000,000.00) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made by the Bank to the Borrower pursuant to that certain Third Amended and Restated Credit Agreement dated as of September 30, 1998 and as the same may now or hereafter be amended (the "Credit Agreement") among the Bank, the Borrower, the other financial institutions named therein and the Agent, including the outstanding Revolving Credit Loans made by Fleet National Bank prior to the date hereof and assigned by it to the Bank. Capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Section 1 of the Credit Agreement shall be applicable to this Note. IT IS UNDERSTOOD THAT THIS NOTE IS A REPLACEMENT FOR AN EXISTING REVOLVING CREDIT NOTE DATED JULY 12, 2001 IN THE PRINCIPAL AMOUNT OF $30,000,000 PAYABLE TO FLEET NATIONAL BANK AND ASSIGNED BY IT TO THE BANK. IT IS ALSO UNDERSTOOD THAT THIS NOTE CONSTITUTES A REVOLVING CREDIT NOTE UNDER THE CREDIT AGREEMENT. The Borrower also promises to pay (a) principal from time to time at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount from time to time unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. The Agent may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. 25 This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement. The principal of this Note is subject to prepayment in whole or in part in the manner and to the extent specified in the Credit Agreement. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. The Borrower and all endorsers hereby waive presentment, demand, protest and notice of any kind in connection with the delivery, acceptance, performed and enforcement of this Note, and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. IN WITNESS WHEREOF, the Borrower has caused this Note to be signed in its corporate name as an instrument under seal by its duly authorized officer on the date and in the year first above written. ATTEST: NVR, INC. By: __________________________ By: _______________________________ Name: ________________________ Name: _____________________________ Title: _________________________ Title: ____________________________ (Corporate Seal) 26 ADVANCES AND REPAYMENTS OF PRINCIPAL Advances and payments of principal of this Note were made on the dates and in the amounts specified below: Notation Made Amount of Loan Principal Prepaid Balance of Date or Repaid Principal Unpaid By: - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 27



                                                                    EXHIBIT 99.2

                                    NVR, INC.
                              7601 Lewinsville Road
                                McLean, VA 22102

                                                  Dated as of September 20, 2002


Bank One, NA
Individually and as Agent
1 Bank One Plaza
Chicago, IL  60670

Comerica Bank
Comerica Tower
500 Woodward Avenue - 7th Fl.
Detroit, MI  48226

U.S. Bank National Association
U.S. Bancorp Center
800 Nicollet Mall - 3rd Floor
Minneapolis, MN  55402-7020

AmSouth Bank
1900 5th Avenue North
AST - 10th Fl.
Birmingham, AL  35203

Chevy Chase Bank F.S.B.
7501 Wisconsin Ave. - 12th Fl.
Bethesda, MD  20814

     Re:  Amendment No. 7 to Third Amended and Restated Credit Agreement

Ladies and Gentlemen:

     We refer to the Third Amended and Restated Credit Agreement, dated as of
September 30, 1998 (as amended, the "Credit Agreement"), by and among NVR, Inc.
(the "Borrower"), Bank One, NA (which succeeded to the interests of Fleet
National Bank, ("Fleet")), U.S. Bank National Association and Comerica Bank (the
"Existing Banks") and Bank One, NA (which also succeeded Fleet as Agent), as
Agent. Terms used in this letter agreement ("Amendment No. 7") which are not
defined herein, but which are defined in the Credit Agreement, shall have the
same respective meanings herein as therein.


                                       28





     Borrower has requested AmSouth Bank and Chevy Chase Bank F.S.B. (the "New
Banks") each to become a party to the Credit Agreement as a Bank with a
Commitment of $20,000,000 each, thereby increasing the aggregate amount of the
Commitments to $135,0000,000, and the Existing Banks, Agent, the New Banks and
Borrower have agreed to enter into this Amendment No. 7 to effect the addition
of the New Banks as Banks under the Credit Agreement and for the other purposes
set forth herein.

     Accordingly, in consideration of these premises, the promises, mutual
covenants and agreements contained in this Amendment No. 7, and fully intending
to be legally bound by this Amendment No. 7, we hereby agree with you as
follows:

                                    ARTICLE I

                         AMENDMENTS TO CREDIT AGREEMENT

     Unless otherwise noted, effective as of September 20, 2002, the Credit
Agreement is amended as follows:

     (a) Each of the New Banks shall be a party to the Credit Agreement as a
Bank and shall be obligated to perform all of the obligations of a Bank under
the Credit Agreement, including requirements concerning confidentiality and the
payment of indemnification, with a Commitment in an amount equal to the amount
so indicated on Revised Schedule I attached hereto and each of the New Banks
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Bank. Each of the New Banks represents and warrants that
(i) it is duly organized and existing and it has full power and authority to
take, and has taken, all action necessary to execute and deliver this Amendment
No. 7 and any other documents required or permitted to be executed or delivered
by it in connection with this Amendment No. 7, and to fulfill its obligations
hereunder; (ii) no notices to, or consents, authorizations or approvals of, any
Person are required (other than any already given or obtained) for its due
execution, delivery and performance of this Amendment No. 7; and apart from any
agreements or undertakings or filings required by the Credit Agreement, no
further action by, or notice to, or filing with, any Person is required of it
for such execution, delivery or performance; (iii) this Amendment No. 7 has been
duly executed and delivered by it and constitutes the legal, valid and binding
obligation of such New Bank, enforceable against such New Bank in accordance
with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency,
moratorium, reorganization and other laws of general application relating to or
affecting creditors' rights, and to general equitable principles; and

                                       29



(iv) it appoints and authorizes the Agent to take such action as Agent on its
behalf and to exercise such powers under the Credit agreement and the other Loan
Documents as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto.

     (b) The terms "Loan Documents" and "Credit Agreement" shall, wherever used
in the Credit Agreement or any of the other Loan Documents, including, without
limitation, each Revolving Credit Note, be deemed to also mean and include this
Amendment No. 7. Each of the New Notes (defined below) shall be deemed for all
purposes of the Loan Documents to be a Revolving Credit Note.

     (c) The definition of the following term set forth in the Credit Agreement
are hereby amended and restated in its entirety as follows:

     Majority Banks. As of any date, the Banks holding at least sixty-six and
     two-thirds percent (66-2/3%), of the outstanding principal amount of the
     Revolving Credit Notes on such date; and if no principal is Outstanding,
     the Banks whose aggregate Commitment Percentages total at least sixty-six
     and two-thirds percent (66-2/3%), in each case including Bank One, NA in
     its capacity as a Bank.

     (d) Section 2.2.1(ii) of the Credit Agreement is hereby amended: (i) by
deleting the reference to "$95,000,000" contained therein; and (ii) by inserting
in place thereof the following: "$135,000,000."

                                       30



     (e) Section 3.1 of the Credit Agreement is hereby amended: (i) by deleting
both references to "$95,000,000" contained therein; and (ii) by inserting in
place thereof the following: "$135,000,000."

     (f) Section 3.3 of the Credit Agreement is hereby deleted from the Credit
Agreement.

     (g) Section 9.21(j)(ii) of the Credit Agreement is hereby amended: (i) by
deleting the reference to "$5,000,000" contained therein; and (ii) by inserting
in place thereof the following: "$10,000,000."

     (h) Schedule 1 (Revised Schedule 1) to the Credit Agreement is hereby
amended to read in its entirety as set forth on Annex 1 attached hereto,
reflecting the addition of the Commitments of the New Banks.

                                   ARTICLE II

                        CONDITIONS PRECEDENT TO AMENDMENT

     The Banks' agreement herein to amend the Credit Agreement is subject to the
fulfillment of the following conditions:

     (a) The Agent shall have received from the Borrower this Amendment No. 7
and Revolving Credit Notes in favor of each New Bank (the "New Notes") in the
form of Annex 2 attached hereto, duly executed and delivered by the Borrower;

                                       31



     (b) The Agent shall have received satisfactory evidence of the corporate
authority of the Borrower to enter into this Amendment No. 7 (including to incur
the additional borrowings contemplated hereby);

     (c) The Agent shall have received for the account of the Existing Banks the
amendment fees and for the account of the New Banks the upfront fees as provided
in the letter agreement dated September __, 2002.

     (d) The Agent, each of the Existing Banks and each of the New Banks shall
have executed this Amendment No. 7.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     The Borrower hereby represents, warrants and covenants to the Banks and the
Agent as follows:

     (a) Representations in Credit Agreement. To the best of the Borrower's
knowledge, each of the representations and warranties made by or on behalf of
the Borrower to the Banks or the Agent in the Credit Agreement and the other
Loan Documents, as amended through this Amendment No. 7, was true and correct
when made, and is true and correct in all material respects on and as of the
date hereof with the same full force and effect as if each of such
representations and warranties had been made by the Borrower on the date hereof
and in this Amendment No. 7 except (1) to the extent that such representations
and warranties relate solely to a prior date and (2) for changes resulting from
transactions or events occurring subsequent to the date of the Credit Agreement
and which did not and do not violate the terms of the Credit Agreement.

                                       32



     (b) No Events of Default.  No Default or Event of Default exists on the
         --------------------
date hereof (after giving effect to the Amendment No. 7 Modifications
contemplated hereby and the transactions described herein).


     (c) Binding Effect of Documents.  This Amendment No. 7 has been duly
         ---------------------------
executed and delivered to the Banks and the Agent by the Borrower and is in full
force and effect as of the date hereof, and the agreements and obligations of
the Borrower contained herein constitute legal, valid and binding obligations of
the Borrower enforceable against the Borrower in accordance with their
respective terms.


     (d) Consents.  The Borrower has obtained all consents which are necessary
         --------
in order to consummate the transactions referred to in this Amendment No. 7, and
has furnished copies of all such consents, if any, to the Agent.


                                   ARTICLE IV

                        PROVISIONS OF GENERAL APPLICATION

     (a) No Other Changes. Except as otherwise expressly provided by this
         ----------------
Amendment No. 7 and the New Notes, all of the other Loan Documents remain
unaltered. The Credit Agreement and this Amendment No. 7 shall be read and
construed as one agreement.


     (b) Governing Law.  The provisions of Section 19 of the Credit Agreement
         -------------
shall apply to this Amendment No. 7.

                                       33




     (c) Binding Effect; Assignment.  This Amendment No. 7 shall be binding upon
         --------------------------
and inure to the benefit of each of the parties hereto and thereto and their
respective successors in title and assigns.

     (d) Counterparts. This Amendment No. 7 may be executed in any number of
         ------------
counterparts, but all such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment No. 7, it shall not be
necessary to produce or account for more than one counterpart hereof signed by
each of the parties hereto.

     (e) Conflict with Other Agreements.  If any of the terms of this Amendment
         ------------------------------
No. 7 shall conflict in any respect with any of the terms of the Credit
Agreement or any other Loan Document, the terms of this Amendment No. 7 shall be
controlling.

     If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this Amendment No. 7 and return such
counterpart to the undersigned, whereupon this Amendment No. 7 shall become a
binding agreement between you and the undersigned.

                               Very truly yours,

                               NVR, INC.

                               By:  /s/ Paul C. Saville
                                   --------------------------------------------
                               Title:  Executive Vice President Finance and CFO

     The foregoing Amendment No. 7 is hereby accepted by the undersigned as of
September 20, 2002.


     BANK ONE, NA

Individually and as Agent

     By: /s/ Mark C. Kramer
         ----------------------------

Title:   Director
         ----------------------------



     COMERICA BANK

     By: /s/ Casey L. Ostrander
         ----------------------------

Title:   Account Officer
         ----------------------------



     U.S. BANK NATIONAL ASSOCIATION

     By: /s/ Matthew G. Lind
         ----------------------------

Title:   Assistant Vice President
         ----------------------------


                                       34



     AMSOUTH BANK

     By: /s/ Ronny Hudspeth
         ------------------------
Title:   Senior Vice President
         ------------------------

     CHEVY CHASE BANK F.S.B.

     By: /s/ Frederick H. Denecke
         ------------------------

Title:   Vice President
         ------------------------


                                       35



                                     ANNEX 1

                                     Revised
                                   SCHEDULE 1

                                    NVR, INC.
                                BANK COMMITMENTS

Bank Commitment Percentage Commitment Amount - ----- --------------------- ----------------- Bank One, NA 29.629629629 $40,000,000 U.S. Bank National Association 22.222222222 $30,000,000 Comerica Bank 18.518518518 $25,000,000 AmSouth Bank 14.814814814 $20,000,000 Chevy Chase Bank F.S.B. 14.814814814 $20,000,000
36 ANNEX 2 AMENDED AND RESTATED REVOLVING CREDIT NOTE $20,000,000 September 20, 2002 FOR VALUE RECEIVED, the undersigned, NVR INC., a corporation organized and existing under the laws of Virginia having its principal place of business at 7601 Lewinsville Road, McLean, VA 22102 (the "Borrower"), promises to pay, on or before the Maturity Date (as defined in the Credit Agreement hereinafter referred to) to the order of _______________ (hereinafter, together with its successors in title and assigns, called the "Bank") at the head office of BANK ONE, NA (the "Agent"), at 1 Bank One Plaza, Chicago, IL 60670, the principal sum of TWENTY MILLION AND NO/100 DOLLARS ($20,000,000.00) or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made by the Bank to the Borrower pursuant to that certain Third Amended and Restated Credit Agreement dated as of September 30, 1998 and as the same may now or hereafter be amended (the "Credit Agreement") among the Bank, the Borrower, the other financial institutions named therein and the Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Section 1 of the Credit Agreement shall be applicable to this Note. THIS NOTE CONSTITUTES A REVOLVING CREDIT NOTE UNDER THE CREDIT AGREEMENT. The Borrower also promises to pay (a) principal from time to time at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount from time to time unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. The Agent may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement. The principal of this Note is subject to prepayment in whole or in part in the manner and to the extent specified in the Credit Agreement. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. The Borrower and all endorsers hereby waive presentment, demand, protest and notice of any kind in connection with the delivery, acceptance, performed and enforcement of this Note, and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS 37 PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. IN WITNESS WHEREOF, the Borrower has caused this Note to be signed in its corporate name as an instrument under seal by its duly authorized officer on the date and in the year first above written. ATTEST: NVR, INC. By: __________________________ By: _______________________________ Name: ________________________ Name: _____________________________ Title: _______________________ Title: ____________________________ (Corporate Seal) 38 ADVANCES AND REPAYMENTS OF PRINCIPAL Advances and payments of principal of this Note were made on the dates and in the amounts specified below: Notation Made Amount of Loan Principal Prepaid Balance of Date or Repaid Principal Unpaid By: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 39