Exhibit 10.1


 




	
   

  






 


 


SEVENTH AMENDMENT


TO


CREDIT AGREEMENT


 


Dated as of
December 20, 2005




among




MERITAGE HOMES
CORPORATION,


as the Borrower




GUARANTY BANK,


as Administrative Agent
and Swing Line Lender,




JPMORGAN CHASE BANK,
N.A.,


as Syndication Agent




BANK OF AMERICA, N.A.,


as Documentation Agent




and




The Other Lenders Party
Thereto


 


 




	
   

  






 


GUARANTY BANK,


as Joint Lead Arranger
and Joint Book Manager




and




J. P. MORGAN SECURITIES,
INC.,


as Joint Lead Arranger
and Joint Bank Manager


 





















 


SEVENTH AMENDMENT TO CREDIT
AGREEMENT


 


THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Seventh
Amendment”), dated as of December 20, 2005, is entered into among
MERITAGE HOMES CORPORATION, a Maryland corporation (the “Borrower”), the
lenders listed on the signature pages hereof as Lenders (the “Lenders”),
GUARANTY BANK, as Administrative Agent and Swing Line Lender, JPMORGAN CHASE
BANK, N.A., as Syndication Agent, and BANK OF AMERICA, N.A., as
Documentation Agent.


 


BACKGROUND


 


A.            The
Borrower, the Lenders, the Syndication Agent, the Documentation Agent, the
Administrative Agent and the Swing Line Lender are parties to that certain
Credit Agreement, dated as of December 12, 2002, as amended by that
certain First Amendment to Credit Agreement, dated as of September 8, 2003,
that certain Second Amendment to Credit Agreement, dated as of December 3,
2003, that certain Third Amendment to Credit Agreement, dated as of April 20,
2004, that certain Fourth Amendment to Credit Agreement dated as of October 28,
2004, that certain Fifth Amendment to Credit Agreement, dated as of
December 23, 2004, and that certain Sixth Amendment to Credit Agreement,
dated as of April 29, 2005, and as modified pursuant to that certain
Commitment Increase Agreement, dated as of November 18, 2005, among the
Borrower, the Administrative Agent and certain of the Lenders (the “Commitment
Increase Agreement”) (said Credit Agreement, as so amended and modified,
the “Credit Agreement”).  The
terms defined in the Credit Agreement and not otherwise defined herein shall be
used herein as defined in the Credit Agreement.


 


B.            Pursuant
to the Commitment Increase Agreement, the Aggregate Commitments were increased
from $400,000,000 to $600,000,000.


 


C.            The
Borrower has requested an amendment to the Credit Agreement so that the
Aggregate Commitments could be increased in the future to $800,000,000.


 


D.            The
Lenders, the Syndication Agent, the Documentation Agent, the Administrative
Agent and the Swing Line Lender hereby agree to amend the Credit Agreement,
subject to the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the covenants,
conditions and agreements hereafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are all hereby acknowledged,
the Borrower, the Lenders, the Syndication Agent, the Documentation Agent, the
Swing Line Lender and the Administrative Agent covenant and agree as follows:


 


1.             AMENDMENT.  The first sentence of Section 2.15(a)
of the Credit Agreement is hereby amended to read as follows:


 


Provided there
exists no Default, upon notice to the Administrative Agent (which shall
promptly notify the Lenders), the Borrower may from time to time request an 


 


1





















 


increase in the
Aggregate Commitments, provided that after giving effect to all such increases,
the Aggregate Commitments shall not exceed $800,000,000.


 


2.             REPRESENTATIONS
AND WARRANTIES TRUE; NO EVENT OF DEFAULT. 
By its execution and delivery hereof, the Borrower represents and
warrants that, as of the date hereof:


 


(a)           the
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true and correct on and as of the date hereof as made on and
as of such date, except (i) to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and (ii) that the representations and
warranties contained in subsections (a) and (b) of Section 5.05
of the Credit Agreement shall be deemed to refer to the most recent statements
furnished pursuant to subsections (a) and (b), respectively, of Section 6.01
of the Credit Agreement;


 


(b)           no
event has occurred and is continuing which constitutes a Default or an Event of
Default;


 


(c)           (i) the
Borrower has full power and authority to execute and deliver this Seventh
Amendment, (ii) this Seventh Amendment has been duly executed and
delivered by the Borrower, and (iii) this Seventh Amendment and the Credit
Agreement, as amended hereby, constitute the legal, valid and binding
obligations of the Borrower, enforceable in accordance with their respective
terms, except as enforceability may be limited by applicable Debtor Relief Laws
and by general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law) and except as rights to indemnity
may be limited by federal or state securities laws;


 


(d)           neither
the execution, delivery and performance of this Seventh Amendment or the Credit
Agreement, as amended hereby, nor the consummation of any transactions
contemplated herein or therein, will violate any Law or conflict with any
Organization Documents of the Borrower, or any indenture, agreement or other
instrument to which the Borrower or any of its properties are subject; and


 


(e)           no
authorization, approval, consent, or other action by, notice to, or filing
with, any Governmental Authority or other Person not previously obtained is
required for (i) the execution, delivery or performance by the Borrower of
this Seventh Amendment or (ii) the acknowledgement by each Guarantor of
this Seventh Amendment.


 


3.             CONDITIONS
TO EFFECTIVENESS.  This Seventh
Amendment shall be effective as of December 20, 2005, subject to
satisfaction or completion of the following:


 


(a)           the
Administrative Agent shall have received counterparts of this Seventh Amendment
executed by Lenders comprising the Required Lenders;


 


(b)           the
Administrative Agent shall have received counterparts of this Seventh Amendment
executed by the Borrower and acknowledged by each Guarantor;


 


2





















 


(c)           the
Administrative Agent shall have received a certified resolution of the Board of
Directors of the Borrower authorizing the execution, delivery and performance
of this Seventh Amendment;


 


(d)           the
representations and warranties set forth in Section 2 of this
Seventh Amendment shall be true and correct; and


 


(e)           the
Administrative Agent shall have received, in form and substance satisfactory to
the Administrative Agent and its counsel, such other documents, certificates
and instruments as the Administrative Agent shall require.


 


4.             REFERENCE
TO THE CREDIT AGREEMENT.


 


(a)           Upon
the effectiveness of this Seventh Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, or words of like import shall mean
and be a reference to the Credit Agreement, as affected and amended hereby.


 


(b)           The
Credit Agreement, as amended by the amendment referred to above, shall remain
in full force and effect and is hereby ratified and confirmed.


 


5.             COSTS,
EXPENSES AND TAXES.  The Borrower
agrees to pay on demand all costs and expenses of the Administrative Agent in
connection with the preparation, reproduction, execution and delivery of this
Seventh Amendment and the other instruments and documents to be delivered
hereunder (including the reasonable fees and out-of-pocket expenses of counsel
for the Administrative Agent with respect thereto).


 


6.             GUARANTOR’S
ACKNOWLEDGMENT.  By signing below,
each Guarantor (a) acknowledges, consents and agrees to the execution,
delivery and performance by the Borrower of this Seventh Amendment,
(b) acknowledges and agrees that its obligations in respect of its
Guaranty are not released, diminished, waived, modified, impaired or affected
in any manner by this Seventh Amendment or any of the provisions contemplated
herein, (c) ratifies and confirms its obligations under its Guaranty, and
(d) acknowledges and agrees that it has no claims or offsets against, or
defenses or counterclaims to, its Guaranty.


 


7.             EXECUTION
IN COUNTERPARTS.  This Seventh
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which when taken
together shall constitute but one and the same instrument.  For purposes of this Seventh Amendment, a
counterpart hereof (or signature page thereto) signed and transmitted by any
Person party hereto to the Administrative Agent (or its counsel) by facsimile
machine, telecopier or electronic mail is to be treated as an original.  The signature of such Person thereon, for
purposes hereof, is to be considered as an original signature, and the
counterpart (or signature page thereto) so transmitted is to be considered to
have the same binding effect as an original signature on an original document.


 


8.             GOVERNING
LAW; BINDING EFFECT.  This Seventh
Amendment shall be governed by and construed in accordance with the laws of the
State of Texas applicable to


 


3





















 


agreements made and to be performed entirely within
such state, provided that each party shall retain all rights arising under
federal law, and shall be binding upon the parties hereto and their respective
successors and assigns.


 


9.             HEADINGS.  Section headings in this Seventh Amendment
are included herein for convenience of reference only and shall not constitute
a part of this Seventh Amendment for any other purpose.


 


10.           ENTIRE
AGREEMENT.  THE CREDIT AGREEMENT, AS
AMENDED BY THIS SEVENTH AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.


 


REMAINDER OF PAGE LEFT
INTENTIONALLY BLANK


 


4





















 


IN WITNESS WHEREOF, this Seventh Amendment is executed
as of the date first set forth above.


 


	
   

  	
  MERITAGE HOMES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President - Treasurer

  



 


5





















 


	
   

  	
  GUARANTY BANK, as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sam A. Meade

  
	
   

  	
   

  	
  Sam
  A. Meade

  
	
   

  	
   

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  GUARANTY BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sam A. Meade

  
	
   

  	
   

  	
  Sam
  A. Meade

  
	
   

  	
   

  	
  Senior
  Vice President

  



 


6





















 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as

  Syndication Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kent
  [ILLEGIBLE]

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


7





















 


	
   

  	
  BANK OF AMERICA, N.A., as
  Documentation

  Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark
  W. Lariviere

  
	
   

  	
   

  	
  Name:

  	
  MARK
  W. LARIVIERE

  
	
   

  	
   

  	
  Title:

  	
  SENIOR
  VICE PRESIDENT

  



 


8





















 


	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia
  A. Richards

  
	
   

  	
   

  	
  Name:

  	
  Patricia
  A. Richards

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


9





















 


	
   

  	
  U. S. BANK NATIONAL ASSOCIATION,
  as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott
  McPherson

  
	
   

  	
   

  	
  Name:

  	
  Scott
  McPherson

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


10





















 


	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian A. Phillips

  
	
   

  	
   

  	
  Name:

  	
  Brian
  A. Phillips

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


11





















 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION,
  as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Douglas G. Paul

  
	
   

  	
   

  	
  Name:

  	
  Douglas
  G. Paul

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


12





















 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scottye Lindsey

  
	
   

  	
   

  	
  Name:

  	
  Scottye
  Lindsey

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul O’Leary

  
	
   

  	
   

  	
  Name:

  	
  Paul
  O’Leary

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


13





















 


	
   

  	
  CALIFORNIA BANK & TRUST,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephanie
  Lantz

  
	
   

  	
   

  	
  Name:

  	
  Stephanie
  Lantz

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 


14





















 


	
   

  	
  COMPASS BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven J. Heslep

  
	
   

  	
   

  	
  Name:

  	
  STEVEN
  J. HESLEP

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


15





















 


	
   

  	
  COMERICA BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Casey L. Ostrander

  
	
   

  	
   

  	
  Name:

  	
  CASEY
  L. OSTRANDER

  
	
   

  	
   

  	
  Title:

  	
  VICE
  PRESIDENT

  



 


16





















 


	
   

  	
  SUNTRUST BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  W. John Wendler

  
	
   

  	
   

  	
  Name:

  	
  W.
  John Wendler

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  



 


17





















 


	
   

  	
  CITICORP NORTH AMERICA, INC.,
  as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Marni McManus

  
	
   

  	
   

  	
  Name:

  	
  Marni
  McManus

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  National Corporate Banking

  388 Greenwich Street, 21st Floor

  New York, New York 10013

  



 


18





















 


	
   

  	
  UBS LOAN FINANCE LLC, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Pamela Oh

  
	
   

  	
   

  	
  Name:

  	
  Pamela
  Oh

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Director

  Banking Products

  Services, US

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joselin Fernandes

  
	
   

  	
   

  	
  Name:

  	
  Joselin
  Fernandes

  
	
   

  	
   

  	
  Title:

  	
  Associate
  Director

  Banking Products

  Services, US

  



 


19





















 


	
   

  	
  AMSOUTH BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ronny Hudspeth

  
	
   

  	
   

  	
  Name:

  	
  RONNY
  HUDSPETH

  
	
   

  	
   

  	
  Title:

  	
  SR.
  VICE PRESIDENT

  



 


20





















 


	
   

  	
  KEYBANK, NATIONAL ASSOCIATION,
  as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel L. Silbert

  
	
   

  	
   

  	
  Name:

  	
  DANIEL
  L. SILBERT

  
	
   

  	
   

  	
  Title:

  	
  SR. BANKER

  



 


21





















 


	
   

  	
  THE NORTHERN TRUST COMPANY, as
  a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Morgan A. Lyons

  
	
   

  	
   

  	
  Name:

  	
  MORGAN
  A. LYONS

  
	
   

  	
   

  	
  Title:

  	
  VICE
  PRESIDENT

  



 


22





















 


	
   

  	
  ACKNOWLEDGED
  AND AGREED TO:

  
	
   

  	
   

  
	
   

  	
  MERITAGE
  HOMES OF ARIZONA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  MERITAGE
  PASEO CROSSING, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Homes of Arizona, Inc., its Sole

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  MERITAGE
  HOMES CONSTRUCTION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  MERITAGE
  PASEO CONSTRUCTION, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Homes Construction, Inc., its Sole

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  



 


23





















 


	
   

  	
  MTH-TEXAS
  GP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  MTH-TEXAS
  LP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  LEGACY/MONTEREY
  HOMES L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  MTH-Texas
  GP, Inc., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  MERITAGE
  HOLDINGS, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Legacy/Monterey
  Homes L.P., its Sole

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MTH-Texas
  GP, Inc., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  



 


24





















 


	
   

  	
  LEGACY
  OPERATING COMPANY, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Holdings, L.L.C., its General

  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Legacy/Monterey
  Homes L.P., its Sole

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MTH-Texas
  GP, Inc., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  HULEN
  PARK VENTURE, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Legacy/Monterey
  Homes L.P., its Sole

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MTH-Texas
  GP, Inc., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  MTH-TEXAS
  GP II, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  MTH-TEXAS
  LP II, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  



 


25





















 


	
   

  	
  MTH
  HOMES-TEXAS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  MTH-Texas
  GP II, Inc., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  MERITAGE
  HOMES OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  MTH-HOMES
  NEVADA, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  MTH-CAVALIER,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Homes Construction, Inc., its

  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  



 


26





















 


	
   

  	
  MTH
  GOLF, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Homes Construction, Inc., its Sole

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  LEGACY-HAMMONDS
  MATERIALS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Holdings, L.L.C., its General

  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Legacy/Monterey
  Homes L.P., its Sole

  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MTH-Texas
  GP, Inc., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  MERITAGE
  HOMES OF COLORADO, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  MERITAGE
  HOMES OF FLORIDA, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  



 


27





















 


	
   

  	
  CALIFORNIA
  URBAN BUILDERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  CALIFORNIA
  URBAN HOMES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Homes of California, Inc., its Sole

  Member and Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  GREATER
  HOMES, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  
	
   

  	
   

  
	
   

  	
  GREATER
  INTERIORS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Greater
  Homes, Inc.

  
	
   

  	
  Its:

  	
  Sole
  Member and Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard T. Morgan

  
	
   

  	
   

  	
  Richard
  T. Morgan

  
	
   

  	
   

  	
  Vice
  President — Treasurer

  



 


28