Exhibit
10.1


 




 





THIRD AMENDMENT


TO


CREDIT AGREEMENT


 


Dated as of
April 20, 2004


 


among


 


MERITAGE
CORPORATION,


as the Borrower


 


GUARANTY BANK,


as Administrative
Agent and Swing Line Lender,


 


BANK ONE, NA,


as Syndication
Agent


 


FLEET NATIONAL
BANK,


as Documentation
Agent


 


and


 


The Other Lenders
Party Thereto




 





 


GUARANTY BANK,


as Joint Lead
Arranger and Joint Book Manager


 


and


 


BANC ONE CAPITAL
MARKETS, INC.,


as Joint Lead
Arranger and Joint Bank Manager


 

















 


THIRD AMENDMENT TO
CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third
Amendment”), dated as of April 20, 2004, is entered into among
MERITAGE 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, BANK ONE, NA, as
Syndication Agent, and FLEET NATIONAL BANK, as Documentation Agent.


 


BACKGROUND


 


A.            The
Borrower, certain of 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, and that certain Second Amendment to Credit Agreement, dated as of
December 3, 2003 (said Credit Agreement, as amended, 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.            The
Borrower has requested an amendment to increase the Letter of Credit Sublimit
under the Credit Agreement.


 


C.            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 definition of “Letter of Credit
Sublimit” set forth in Section 1.01 of the Credit Agreement is
hereby amended to read as follows:


 


“Letter of Credit Sublimit” means an amount
equal to $150,000,000.  The Letter of
Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.


 


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;


 


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


 


1

















 


(c)           (i) the
Borrower has full power and authority to execute and deliver this Third
Amendment, (ii) this Third Amendment has been duly executed and delivered
by the Borrower, and (iii) this Third 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 Third Amendment or the Credit
Agreement, as amended hereby, nor the consummation of any transactions
contemplated herein or therein, will conflict with any Law or 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 Third Amendment or (ii) the acknowledgement by each Guarantor of this
Third Amendment.


 


3.             CONDITIONS
TO EFFECTIVENESS.  This Third
Amendment shall be effective upon satisfaction or completion of the following:


 


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


 


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


 


(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 Third Amendment; and


 


(d)           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 Third 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 amendments 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,


 


2

















 


execution and
delivery of this Third 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 Third 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 Third 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 Third
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 Third 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 Third
Amendment shall be governed by and construed in accordance with the laws of the
State of Texas applicable to 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 Third Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Third Amendment for any other purpose.


 


10.           ENTIRE
AGREEMENT.  THE CREDIT AGREEMENT, AS
AMENDED BY THIS THIRD 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

  



 


3

















 


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


 


	
   

  	
  MERITAGE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Larry W. Seay

  
	
   

  	
   

  	
  Name:

  	
  Larry W. Seay

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  



 


4

















 


	
   

  	
  GUARANTY
  BANK, as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam A. Meade

  
	
   

  	
   

  	
  Name:

  	
  Sam A. Meade

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam A. Meade

  
	
   

  	
   

  	
  Name:

  	
  Sam A. Meade

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


5

















 


	
   

  	
  FLEET
  NATIONAL BANK, as a Lender and

  Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel L. Silbert

  
	
   

  	
   

  	
  Name:

  	
  Daniel L. Silbert

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


6

















 


	
   

  	
  BANK
  ONE, NA, as a Lender and Syndication

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Engler

  
	
   

  	
   

  	
  Name:

  	
  Paul Engler

  
	
   

  	
   

  	
  Title:

  	
  First Vice President

  



 


7

















 


	
   

  	
  WELLS
  FARGO BANK ARIZONA

  NATIONAL ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia A. Richards

  
	
   

  	
   

  	
  Name:

  	
  Patricia A. Richards

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


8

















 


	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adrian Montero

  
	
   

  	
   

  	
  Name:

  	
  Adrian Montero

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  



 


9

















 


	
   

  	
  CALIFORNIA
  BANK AND TRUST, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephanie Lantz

  
	
   

  	
   

  	
  Name:

  	
  Stephanie Lantz

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


10

















 


	
   

  	
  COMPASS
  BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven J. Heslep

  
	
   

  	
   

  	
  Name:

  	
  Steven J. Heslep

  
	
   

  	
   

  	
  Title:

  	
  S.V.P.

  



 


11

















 


	
   

  	
  COMERICA
  BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Casey L. Ostrander

  
	
   

  	
   

  	
  Name:

  	
  Casey L. Ostrander

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


12

















 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION, as a

  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas G. Paul

  
	
   

  	
   

  	
  Name:

  	
  Douglas G. Paul

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


13

















 


	
   

  	
  SOUTHTRUST
  BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Samuel L. Boroughs

  
	
   

  	
   

  	
  Name:

  	
  Samuel L. Boroughs

  
	
   

  	
   

  	
  Title:

  	
  VP

  



 


14

















 


	
   

  	
  ACKNOWLEDGED AND AGREED
  TO:

  
	
   

  	
   

  
	
   

  	
  MONTEREY HOMES ARIZONA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MONTEREY HOMES CONSTRUCTION, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MERITAGE HOMES OF ARIZONA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MERITAGE PASEO CROSSING, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Meritage Homes of Arizona, Inc., its
  Sole

  
	
   

  	
   

  	
    Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  



 


15

















 


	
   

  	
  MERITAGE HOMES CONSTRUCTION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MERITAGE PASEO CONSTRUCTION, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Meritage Homes Construction, Inc., its
  Sole

  
	
   

  	
   

  	
    Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HANCOCK-MTH COMMUNITIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HANCOCK-MTH BUILDERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  



 


16

















 


	
   

  	
  MTH-TEXAS GP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MTH-TEXAS LP, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LEGACY/MONTEREY HOMES L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    MTH-Texas GP, Inc., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MERITAGE HOLDINGS, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Legacy/Monterey Homes L.P., its Sole

  
	
   

  	
   

  	
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  MTH-Texas GP, Inc., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Larry W. Seay

  
	
   

  	
   

  	
  Larry W. Seay

  
	
   

  	
   

  	
  Vice President and Secretary

  



 


17

















 


	
   

  	
  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/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HULEN PARK VENTURE, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Legacy/Monterey Homes L.P., its Sole

  
	
   

  	
   

  	
    Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    MTH-Texas GP, Inc., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MTH-TEXAS GP II, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  



 


18

















 


	
   

  	
  MTH-TEXAS LP II, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MTH HOMES-TEXAS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MERITAGE HOMES OF CALIFORNIA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MTH-HOMES NEVADA, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  



 


19

















 


	
   

  	
  MTH-CAVALIER, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Monterey Homes Construction, Inc., its

  
	
   

  	
   

  	
    Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MTH GOLF, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    Hancock-MTH Builders, Inc., its Sole

  
	
   

  	
   

  	
    Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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/ Larry W. Seay

  
	
   

  	
   

  	
    Larry W. Seay

  
	
   

  	
   

  	
    Vice President and Secretary 

  



 


20