Exhibit 10.1


 


COMMITMENT INCREASE
AGREEMENT


 


This Commitment
Increase Agreement (this “Agreement”) dated as of November 18,
2005, is entered into among Meritage Homes Corporation, a Maryland corporation
(the “Borrower”), U.S. Bank, National Association, in its capacity as a
Lender (“U.S. Bank”), Wells Fargo Bank, National Association, in its
capacity as a Lender (“Wells Fargo”), Wachovia Bank, National
Association, in its capacity as a Lender (“Wachovia”), PNC Bank,
National Association, in its capacity as a Lender (“PNC”), Compass Bank,
in its capacity as a Lender (“Compass”) (U.S. Bank, Wells Fargo,
Wachovia, PNC and Compass are hereafter sometimes referred to collectively as
the “Increasing Lenders”), SunTrust Bank, in its capacity as a Lender (“SunTrust”),
The Northern Trust Company, in its capacity as a Lender (“Northern Trust”),
Deutsche Bank Trust Company Americas, in its capacity as a Lender (“Deutsche
Bank”), Citicorp North America, Inc., in its capacity as a Lender (“Citicorp”),
UBS Loan Finance LLC, in its capacity as a Lender (“UBS”), AmSouth Bank,
an Alabama Banking Corporation, in its capacity as a Lender (“AmSouth”),
(SunTrust, Northern Trust, Deutsche Bank, Citicorp, UBS and AmSouth are
hereafter sometimes referred to collectively as the “New Lenders”), and Guaranty
Bank, in its capacity as Administrative Agent (the “Administrative Agent”).  Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to them in the
Credit Agreement (as defined below).


 


PRELIMINARY STATEMENTS


 


Reference is made
to that certain Credit Agreement dated as December 12, 2002, by and among
the Borrower, the Administrative Agent, and the Lenders that are parties
thereto (as amended, modified, supplemented or restated, the “Credit Agreement”).


 


Pursuant to Section 2.15
of the Credit Agreement, the Borrower has requested an increase in the
Aggregate Commitments from $400,000,000 to $600,000,000.  Such increase in the Aggregate Commitments is
to become effective on November 18, 2005 (the “Increase Closing Date”),
subject to satisfaction of the conditions to effectiveness set forth in
Section 5 of this Agreement.  In
connection with such requested increase in the Aggregate Commitments, the
Borrower, the Administrative Agent, the Increasing Lenders, and the New Lenders
hereby agree as follows:


 


AGREEMENT


 


1.             AGGREGATE
COMMITMENTS INCREASE.  On the
Increase Closing Date and subject to the satisfaction of the conditions to
effectiveness set forth in Section 5 of this Agreement, (a) U.S. Bank
agrees to increase its Commitment to $50,000,000, (b) Wells Fargo agrees
to increase its Commitment to $50,000,000, (c) Wachovia agrees to increase
its Commitment to $40,000,000, (d) PNC agrees to increase its Commitment
to $35,000,000, (e) Compass agrees to increase its Commitment to
$25,000,000, (f) SunTrust agrees to extend a Commitment in the amount of
$25,000,000, (g) Northern Trust agrees to extend a Commitment in the
amount of $10,000,000, (h) Deutsche Bank agrees to extend a Commitment in
the amount of $25,000,000, (i) Citicorp agrees to extend a Commitment in
the amount of $25,000,000,


 


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(j) UBS agrees to extend a Commitment in the
amount of $25,000,000, and (k) AmSouth agrees to extend a Commitment in
the amount of $25,000,000.


 


2.             SCHEDULE 2.01.  As of the Increase Closing Date and subject
to the satisfaction of the conditions to effectiveness set forth in
Section 5 of this Agreement, Schedule 2.01 to the Credit
Agreement shall be replaced by the form of Schedule 2.01 to this
Agreement.


 


3.             NEW
LENDERS.


 


(a)           Each New
Lender represents and warrants to the Administrative Agent as follows:


 


(i)            it has
received a copy of the Credit Agreement and all amendments thereto, together
with copies of the most recent financial statements of the Borrower delivered
pursuant thereto;


 


(ii)           it has,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Loan
Parties and their respective Subsidiaries, and all applicable bank or other
regulatory Laws relating to the transactions contemplated by the Credit
Agreement, and made its own decision to enter into the Credit Agreement and to
extend credit to the Borrower and the other Loan Parties under the Credit
Agreement;


 


(iii)          it
will, independently and without reliance upon any Agent-Related Person and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under the Credit Agreement and the other Loan
Documents, and to make such investigations as it deems necessary to inform
itself as to the business, prospects, operations, property, and other condition
and creditworthiness of the Borrower and the other Loan Parties.


 


(b)           Each New
Lender acknowledges as follows:


 


(i)            no Agent-Related
Person has made any representation or warranty to it, and no act by the
Administrative Agent hereafter taken, including any consent to and acceptance
of any assignment or review of the affairs of any Loan Party or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession;


 


(ii)           except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent pursuant to the Credit Agreement, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business,


 


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prospects,
operations, property, financial and other condition or creditworthiness of any
of the Loan Parties or any of their respective Affiliates which may come into
the possession of any Agent-Related Person; and


 


(iii)          on
the Increase Closing Date and subject to the satisfaction of the conditions to
effectiveness set forth in this Section 5 of this Agreement, it shall be
deemed automatically to have become a party to the Credit Agreement and have
all rights and obligations of a Lender under the Credit Agreement and the other
Loan Documents as if it were an original Lender signatory thereto.


 


(c)           On the
Closing Date and subject to the satisfaction of the conditions to effectiveness
set forth in Section 5 of this Agreement, each New Lender agrees to be
bound by the terms and conditions set forth in the Credit Agreement and the
other Loan Documents applicable to the Lenders as if it were an original Lender
signatory thereto (and expressly makes the appointment set forth in, and agrees
to the obligations imposed under, Article IX of the Credit
Agreement).


 


4.             REPRESENTATIONS
AND WARRANTIES.  By its execution and
delivery hereof, the Borrower represents and warrants that, as of the Increase
Closing Date, and after giving effect to the increase in the Aggregate
Commitments provided for in this Agreement:


 


(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 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 except that the representations contained in subsections (a)
and (b) of Section 5.05 of the Credit Agreement shall be deemed to
refer to the most recent statements furnish 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 Agreement,
the replacement Note payable to the order of each Increasing Lender in the
amount of each such Lender’s Commitment as increased by this Agreement
(collectively, the “Replacement Notes”), and the Note payable to the
order of each New Lender in the amount of each such Lender’s Commitment as
established pursuant to this Agreement (collectively, the “New Notes”), (ii) this
Agreement, the Replacement Notes and the New Notes have been duly executed and
delivered by the Borrower and (iii) this Agreement, the Replacement Notes,
the New Notes, 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;


 


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(d)           neither
the execution, delivery and performance of this Agreement, the Replacement Notes,
the New Notes, 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 it property is 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 Agreement, the Replacement Notes or the New Notes or (ii) the
acknowledgement by each Guarantor of this Agreement.


 


5.             CONDITIONS
TO EFFECTIVENESS.  This Agreement
shall be effective on the Increase Closing Date, subject to the satisfaction or
completion of the following:


 


(a)           the
Administrative Agent shall have received counterparts of this Agreement
executed by the Increasing Lenders and the New Lenders;


 


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


 


(c)           the
Administrative Agent shall have received an opinion of the Borrower’s counsel,
in form and substance satisfactory to the Administrative Agent, with respect to
matters set forth in Sections 4(c), (d), and (e) of this Agreement;


 


(d)           the
Administrative Agent shall have received from the Borrower a duly executed
Replacement Note for each Increasing Lender and a duly executed New Note for
each New Lender;


 


(e)           the
Administrative Agent shall have received from the Borrower in immediately
available funds (i) fees for the account of each Increasing Lender in an
amount equal to the product of (A) 0.35% and (B) the amount by which
each such Increasing Lender’s Commitment is increased by this Agreement,
(ii) fees for the account of each New Lender in an amount equal to the
product of (A) 0.35% and (B) the amount of each such New Lender’s
Commitment as established by this Agreement, and (iii) an amount for the
account of special counsel to the Administrative Agent equal to all reasonable
legal fees and expenses incurred through the Increase Closing Date in
connection with this Agreement; and


 


(f)            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.


 


6.             PREPAYMENT.  On the Increase Closing Date and subject to
the satisfaction of the conditions to effectiveness set forth in Section 5
of this Agreement, each Lender shall, to the extent necessary as set forth in Section 2.15(b)
of the Credit Agreement, make a payment to the Administrative Agent in an
amount sufficient, upon the application of such payments by all Lenders to the
reduction of outstanding Revolving Loans held by the Lenders to cause the 


 


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principal amount of Revolving Loans made by each
Lender to be in the amount of its Pro Rate Share (after giving effect to the
increase in the Aggregate Commitments in accordance with this Agreement) of all
outstanding Revolving Loans.  If, as a
result of the repayment of Revolving Loans provided for in this Section 6,
any payment of Eurodollar Rate Loans occurs on a day which is not the last day
of the applicable Interest Period, the Borrower will pay to the Administrative
Agent for the benefit of any Lender holding a Eurodollar Rate Loan any loss or
cost incurred by such Lender resulting therefrom in accordance with Section 3.05
of the Credit Agreement.  Upon the
Increase Closing Date and the making of the payments described in this
Section 6, each Increasing Lender and each New Lender shall be deemed to
have irrevocably and unconditionally purchased and received, without recourse
or warranty, an undivided participation in all outstanding Swing Line Loan and
L/C Obligations in accordance with its Pro Rata Share (after giving effect to
the increase in the Aggregate Commitments in accordance with this Agreement).


 


7.             REFERENCE
TO THE CREDIT AGREEMENT.


 


(a)           Upon the
effectiveness of this Agreement, 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 modified hereby. 
This Agreement shall be a Loan Document.


 


(b)           The Credit
Agreement, as modified herein, shall remain in full force and effect and is
hereby ratified and confirmed.


 


8.             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
Agreement 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).


 


9.             GUARANTORS
ACKNOWLEDGMENT.  By signing below, each
Guarantor (a) acknowledges, consents and agrees to the execution, delivery
and performance by the Borrower of this Agreement, (b) acknowledges and
agrees that its obligations in respect of its Guaranty (i) are not
released, diminished, waived, modified, impaired or affected in any manner by
this Agreement or any of the provisions contemplated herein and (ii) cover
the Aggregate Commitments as increased by this Agreement, (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.


 


10.           EXECUTION
IN COUNTERPARTS.  This Agreement 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 Agreement, 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 


 


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is to be considered to have the same binding effect as
an original signature on an original document.


 


11.           GOVERNING
LAW; BINDING EFFECT.  This Agreement
shall be deemed to be a contract made under and governed by and continued in
accordance with the internal 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.  This Agreement shall be binding upon the
parties hereto and their respective successors and assigns.


 


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


 


13.           ENTIRE
AGREEMENT.  THE CREDIT AGREEMENT, THE
OTHER LOAN DOCUMENTS, INCLUDING THIS AGREEMENT, 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


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement by their duly authorized officers
as of the date first above written.


 


	
   

  	
  MERITAGE HOMES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard T. Morgan

  	
   

  
	
   

  	
   

  	
  Richard T. Morgan

  
	
   

  	
   

  	
  Vice President - Treasurer

  



 


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  GUARANTY BANK, as
  Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam A. Meade

  	
   

  
	
   

  	
   

  	
  Sam A. Meade

  
	
   

  	
   

  	
  Senior Vice President

  



 


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  WELLS FARGO BANK, NATIONAL 

  ASSOCIATION, as an Increasing Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia A. Richards

  	
   

  
	
   

  	
   

  	
  Name:

  	
    Patricia A. Richards

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Vice President

  	
   

  



 


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  U. S. BANK NATIONAL ASSOCIATION,
  as an 

  Increasing Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adrian Montero

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Adrian Montero

  	
   

  
	
   

  	
   

  	
  Title:

  	
   Vice President

  	
   

  
						



 


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  SUNTRUST BANK, as a New Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. John Wendler

  	
   

  
	
   

  	
   

  	
  Name:

  	
    W. John Wendler

  	
   

  
	
   

  	
   

  	
  Title:

  	
    Senior Vice President

  	
   

  



 


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  UBS LOAN FINANCE LLC, as a New
  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ signature illegible

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Associate Director, Banking

  	
   

  
	
   

  	
   

  	
   

  	
  Products Services, US

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joselin Fernandes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joselin Fernandes

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Associate Director, Banking

  	
   

  
	
   

  	
   

  	
   

  	
  Products Services, US

  	
   

  



 


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  DEUTSCHE BANK TRUST COMPANY 

  AMERICAS, as a New Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scottye Lindsey

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Scottye Lindsey

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lana Gifas

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lana Gifas

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


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  WACHOVIA BANK, NATIONAL

  ASSOCIATION, as an Increasing Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kurt Heaisman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kurt Heaisman

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


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  PNC BANK, NATIONAL ASSOCIATION,
  as an 

  Increasing Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas G. Paul

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Douglas G. Paul

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  



 


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  COMPASS BANK, as an Increasing
  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven J. Heslep

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Steven J. Heslep

  	
   

  
	
   

  	
   

  	
  Title:

  	
  SVP

  	
   

  
						



 


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  CITICORP NORTH AMERICA, INC.,
  as a New 

  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeanne M. Craig

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeanne M. Craig

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


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  THE NORTHERN TRUST COMPANY, as
  a 

  New Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Morgan A. Lyons

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Morgan A. Lyons

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 


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  AMSOUTH BANK, as a New Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronny Hudspeth

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ronny Hudspeth

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Sr. Vice President

  	
   

  



 


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  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

  	
   

  



 


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  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

  	
   

  



 


21





















 


	
   

  	
  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

  	
   

  



 


22





















 


	
   

  	
  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

  	
   

  



 


23





















 


	
   

  	
  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

  	
   

  



 


24





















 


	
   

  	
  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

  	
   

  



 


25





















 


SCHEDULE 2.01


 


COMMITMENTS


AND PRO RATA SHARES


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  	
  Pro Rata Share

  	
   

  
	
  Guaranty Bank

  	
   

  	
  $

  	
  70,000,000

  	
   

  	
  11.666666667

  	
  %

  
	
  JPMorgan Chase Bank,
  N.A., a national banking association

  	
   

  	
  $

  	
  65,000,000

  	
   

  	
  10.833333333

  	
  %

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  60,000,000

  	
   

  	
  10.000000000

  	
  %

  
	
  Wells Fargo Bank,
  National Association

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  8.333333333

  	
  %

  
	
  U. S. Bank
  National Association, a national banking association

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  8.333333333

  	
  %

  
	
  Wachovia Bank, National
  Association

  	
   

  	
  $

  	
  40,000,000

  	
   

  	
  6.666666667

  	
  %

  
	
  PNC Bank, National
  Association

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  5.833333333

  	
  %

  
	
  Deutsche Bank Trust
  Company Americas

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  4.166666667

  	
  %

  
	
  California Bank &
  Trust Company, a California banking corporation

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  4.166666667

  	
  %

  
	
  Compass Bank, an
  Alabama banking corporation

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  4.166666667

  	
  %

  
	
  Comerica Bank

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  4.166666667

  	
  %

  
	
  SunTrust Bank

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  4.166666667

  	
  %

  
	
  Citicorp North America,
  Inc.

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  4.166666667

  	
  %

  
	
  UBS Loan Finance LLC

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  4.166666667

  	
  %

  
	
  AmSouth Bank, an
  Alabama Banking Corporation

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  4.166666667

  	
  %

  
	
  KeyBank, National
  Association

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  3.333333333

  	
  %

  
	
  The Northern Trust
  Company

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  1.666666667

  	
  %

  
	
  Total

  	
   

  	
  $

  	
  600,000,000.00

  	
   

  	
  100.000000000

  	
  %

  



 


26