The information set forth under Item 2.03 of this Current Report on Form 8-K with respect to the Guaranty (as defined therein) is incorporated into this Item 1.01 by reference.

On June 28, 2012, a joint venture of Forestar Group Inc. (the "Company") obtained a senior secured construction loan (the "Loan") in the amount of $31,550,289 from Wells Fargo Bank, National Association ("Wells Fargo"). The venture is owned 20% by the Company's subsidiary and 80% by Guggenheim Plus Leveraged LLC. The purpose of the Loan is to finance the venture's construction of a 304 unit multifamily project located in Denver, Colorado (the "Project"). The Loan is secured by a lien on the Project land and improvements to be constructed, and by a collateral assignment of present and future leases and rents. The Loan bears interest at the LIBOR rate plus 2.25%, payable monthly, has an initial term of 36 months ("Initial Loan Term") and may be extended for two additional 12-month periods following the Initial Loan Term, subject to fulfillment of specified conditions. The Loan may be repaid in full or in part at any time, subject to certain conditions. Forestar (USA) Real Estate Group Inc., a wholly-owned subsidiary of the Company, has provided Wells Fargo with a guaranty of completion of the improvements; a guaranty (the "principal guaranty") of repayment of 25% of the principal, repayment of all accrued and unpaid interest, and payment of all operating expenses of the Project (except for certain expenses); and a standard nonrecourse carve-out guaranty (collectively, the "Guaranty").

This summary is qualified in its entirety by reference to the Guaranty Agreement, which is attached as Exhibit 10.1 and incorporated by reference.

(d) Exhibits.

Exhibit No.                         Description of Exhibit

10.1          Guaranty Agreement dated June 28, 2012 by Forestar (USA) Real
              Estate Group Inc. in favor of Wells Fargo Bank, National
              Association.