Exhibit 10.1


 




 





THIRD AMENDMENT TO


FIRST AMENDED AND
RESTATED CREDIT AGREEMENT


 


Dated as of
September 27, 2007


 


among


 


MERITAGE
HOMES CORPORATION,

as the Borrower,


 


GUARANTY
BANK

as Administrative Agent and Swing Line Lender,


 


JPMORGAN
CHASE BANK, N.A.,


as Syndication Agent,


 


WACHOVIA
BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A.,


as Co-Documentation
Agents,


 


COUNTRYWIDE BANK, FSB,


U. S. BANK NATIONAL
ASSOCIATION,


CITICORP NORTH AMERICA,
INC.,


DEUTSCHE BANK TRUST
COMPANY AMERICAS,


UBS SECURITIES LLC, and
BNP PARIBAS


as Managing Agents,


 


SUNTRUST BANK,


as Co-Agent,


 


and


 


The Other Lenders Party
Hereto




 





 


GUARANTY
BANK,

as Joint Lead Arranger and Joint Book Manager


 


and


 


J. P.
MORGAN SECURITIES, INC.,


as Joint Lead Arranger
and Joint Book Manager


 

















 


THIRD AMENDMENT TO


FIRST AMENDED AND
RESTATED CREDIT AGREEMENT


 


This Third Amendment to First Amended and Restated
Credit Agreement (this “Third Amendment”) dated as of September 27,
2007, is entered into among Meritage Homes Corporation, a Maryland corporation
(the “Borrower”), the lenders listed on the signature pages hereof as
Lenders (the “Lenders”), and Guaranty Bank, in its capacity as
Administrative Agent (the “Administrative Agent”).


 


BACKGROUND


 


A.            The
Borrower, the Lenders and the Administrative Agent are parties to that certain
First Amended and Restated Credit Agreement dated as of May 16, 2006, as
amended by that certain First Amendment and Commitment Increase Agreement,
dated as of June 30, 2006, and that certain Second Amendment to First
Amended and Restated Credit Agreement, dated as of May 18, 2007 (as
amended, modified, supplemented or restated, the “Credit Agreement”). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
attributed to them in the Credit Agreement (as defined below).


 


B.            The Borrower
has requested certain amendments to the Credit Agreement.


 


C.            The Lenders
and the Administrative Agent 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, and the Administrative Agent covenant and agree as
follows:


 


1.             AMENDMENTS.


 


(a)           Section 1.01 of the
Credit Agreement is hereby amended by adding the defined terms thereto in
proper alphabetical order to read as follows:


 


“Liquidity”
means, as of any date of determination, the amount by which (a) the lesser
of (i) the Borrowing Base and (ii) the Aggregate Commitments exceeds
(b) the Total Outstandings.


 


“Partial
Suspension Period” means the one-time period of up to three consecutive
fiscal quarters (all of which must occur within the Reduction Period)
commencing with the beginning of a fiscal quarter contained within the
Reduction Period chosen by the Borrower, but no later than the second fiscal
quarter of fiscal year 2008. The Borrower shall designate the Partial
Suspension Period concurrently with its delivery to the Administrative Agent of
a Compliance Certificate for the first fiscal quarter of such period by
delivering its notice of designation (the “Partial Suspension Designation”)
to the Administrative Agent. The Partial Suspension Designation is irrevocable
upon the Administrative Agent’s receipt thereof.


 

















 


“Reduction
Period” means the one-time period of nine consecutive fiscal quarters,
commencing with the fiscal quarter chosen by the Borrower, but no later than
the second fiscal quarter of fiscal year 2008. The Borrower shall designate the
Reduction Period concurrently with its delivery to the Administrative Agent of
a Compliance Certificate for the first fiscal quarter of such period by
delivery of its notice of designation (the “Reduction Designation”) to
the Administrative Agent. The Reduction Designation is irrevocable upon the
Administrative Agent’s receipt thereof. For the avoidance of doubt, the
Reduction Period includes the Partial Suspension Period.


 


“Reduction
Period Prohibited Payment” means (a) any cash dividend or other cash
distribution with respect to any Equity Interest of the Borrower or any
Restricted Subsidiary, or any cash payment, including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such Equity Interest or of any
option, warrant or other right to acquire any such Equity Interest and
(b) any prepayment of principal, interest, premium or penalty on the
Senior Notes or any other Public Indebtedness or any Subordinated Debt of any
Loan Party or any defeasance, redemption, purchase, repurchase or other
acquisition or retirement for value, in whole or in part, of the Senior Notes
or any other Public Indebtedness or any Subordinated Debt (including, without
limitation, the setting aside or the deposit of funds therefor); provided,
however, a refinancing of the Senior Notes or any other Public
Indebtedness or any Subordinated Debt, to the extent consisting of the
repayment of the Senior Notes or any other Public Indebtedness or any
Subordinated Debt and the related incurring of new Indebtedness in respect of
the Senior Notes or such other Public Indebtedness or such Subordinated Debt (“Reduction
Period Refinancing Indebtedness”), respectively, shall not constitute a
Reduction Period Prohibited Payment so long as (i) any Reduction Period
Refinancing Indebtedness consisting of Subordinated Debt is subordinated to the
Obligations (or Guarantor’s obligations under its Guaranty, as applicable) to
the same extent as the Indebtedness being refunded, refinanced or extended, and
(ii) the Reduction Period Refinancing Indebtedness is scheduled to mature
no earlier than the current maturity date of such Indebtedness.


 


“Third
Amendment Closing Date” means the date that all conditions precedent set
forth in Section 3 of the Third Amendment to First Amended and Restated
Credit Agreement, dated as of September 27, 2007, among the Borrower, the
Lenders and the Administrative Agent are satisfied.


 


(b)           The
definition of “Applicable Rate” set forth in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:


 


“Applicable
Rate” means the following percentages per annum:


 


2

















 


	
  Pricing

  Level

  	
   

  	
  Leverage Ratio

  	
   

  	
  Commitment

  Fee

  	
   

  	
  Eurodollar

  Rate; all Letters

  of Credit

  	
   

  	
  Base

  Rate

  	
   

  
	
  1

  	
   

  	
  Greater than 1.75 to 1

  	
   

  	
  0.300

  	
  %

  	
  2.000

  	
  %

  	
  0.250

  	
  %

  
	
  2

  	
   

  	
  Greater than 1.50 to 1
  but less than or equal to 1.75 to 1

  	
   

  	
  0.275

  	
  %

  	
  1.750

  	
  %

  	
  0.250

  	
  %

  
	
  3

  	
   

  	
  Greater than 1.25 to 1
  but less than or equal to 1.50 to 1

  	
   

  	
  0.250

  	
  %

  	
  1.625

  	
  %

  	
  0.000

  	
  %

  
	
  4

  	
   

  	
  Greater than 1.00 to 1
  but less than or equal to 1.25 to 1

  	
   

  	
  0.250

  	
  %

  	
  1.500

  	
  %

  	
  0.000

  	
  %

  
	
  5

  	
   

  	
  Less than or equal to
  1.00 to 1

  	
   

  	
  0.225

  	
  %

  	
  1.250

  	
  %

  	
  0.000

  	
  %

  
	
  6

  	
   

  	
  Less than or equal to
  1.00 to 1 and maintenance of Required Debt Rating

  	
   

  	
  0.200

  	
  %

  	
  1.125

  	
  %

  	
  0.000

  	
  %

  



 


Any increase or decrease in the Applicable Rate resulting from a change
in the Leverage Ratio shall become effective as of the first Business Day
immediately following the date a Compliance Certificate is delivered pursuant
to Section 6.02(b); provided, however, that
(x) if a Compliance Certificate is not delivered when due in accordance
with such Section, or (y) there shall occur an Event of Default, then
Pricing Level 1 shall apply as of the first Business Day after the date on
which such Compliance Certificate was required to have been delivered or such
Event of Default shall have occurred, as applicable. Thereafter, as to
clause (x) above only, any decrease in the Applicable Rate resulting from
a change in the Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered. In
addition to the Leverage Ratio required above, in connection with a decrease in
the Applicable Rate to Pricing Level 6, such decrease shall occur only if
the Borrower shall have and maintain a Debt Rating of at least (i) BBB-
by S&P or Fitch and (ii) Baa3 by Moody’s (the “Required Debt Rating”).
Thereafter, if Pricing Level 6 is in effect and a publicly announced
downgrade in any Debt Rating to a level below the Required Debt Rating shall
occur, the Applicable Rate shall be increased to Pricing Level 5 effective
during the period commencing on the date of the public announcement thereof and
ending on the date immediately preceding the effective date of the next such
change. Notwithstanding the foregoing, (a) the Applicable Rate in effect
from and after the Third Amendment Closing Date through and including the date
the Compliance Certificate is delivered pursuant to Section 6.02(b) for
the third fiscal quarter of fiscal year 2007 shall be Pricing Level 4 and
(b) in no event shall Pricing Level 6 be in effect at any time at
which the Interest Coverage Ratio is less than 2.00 to 1.00 during the
Reduction Period.


 


Notwithstanding
the foregoing, at any time at which the Interest Coverage Ratio is less than
2.00 to 1.00 during the Reduction Period, the Applicable Rate for the
Eurodollar Rate, Letters of Credit and the Base Rate determined as provided
above shall be increased based upon the Interest Coverage Ratio as follows:


 


3

















 


	
  Interest Coverage Ratio

  	
   

  	
  Increase in Applicable Rate for Eurodollar

  Rate, Letters of Credit and Base Rate

  	
   

  
	
  Less than 2.00 to 1.00 but greater than or equal to
  1.50 to 1.00

  	
   

  	
  0.250

  	
  %

  
	
  Less than 1.50 to 1.00 but greater than or equal to
  1.00 to 1.00

  	
   

  	
  0.375

  	
  %

  
	
  Less than 1.00 to 1.00

  	
   

  	
  0.500

  	
  %

  



 


Further,
notwithstanding the foregoing, at any time during the Partial Suspension Period
at which the Interest Coverage Ratio is less than 1.00 to 1.00 and the Leverage
Ratio is greater than 1.10 to 1.00, the total increase in the Applicable Rate
for the Eurodollar Rate, Letters of Credit and the Base Rate shall be 0.650%.


 


The
determination of the Interest Coverage Ratio and the Leverage Ratio shall be
made from the then most recent Compliance Certificate delivered by the Borrower
pursuant to Section 6.02(b), and the adjustment in the Applicable
Rate, if any, shall become effective as of the first Business Day immediately
following the date a Compliance Certificate is delivered; provided, however,
if (x) a Compliance Certificate is not delivered when due in accordance
with such Section or (y) there shall occur an Event of Default, then an
increase in the Applicable Rate of 0.650% shall apply as of the first Business
Day after the date on which such Compliance Certificate was required to have
been delivered or such Event of Default shall have occurred, as applicable. Thereafter,
as to clause (x) above only, any decrease in the Applicable Rate resulting
from a change in the Interest Coverage Ratio or Leverage Ratio, as appropriate,
shall become effective as of the first Business Day following the date a
Compliance Certificate is delivered.


 


In the event
that any financial statement delivered pursuant to Section 6.01(a)
or 6.01(b) or any Compliance Certificate delivered pursuant to Section 6.02(b)
is shown to be inaccurate (regardless of whether this Agreement or the
Commitments are in effect when such inaccuracy is discovered), and such
inaccuracy, if corrected, would have led to a higher Applicable Rate for any
period (an “Applicable Period”) than the Applicable Rate applied for
such Applicable Period, then (i) the Borrower shall immediately deliver to
the Administrative Agent a correct Compliance Certificate for such Applicable
Period, (ii) the Applicable Rate shall be determined using the Pricing
Level applicable for such Applicable Period based upon the corrected Compliance
Certificate, and (iii) the Borrower shall immediately pay to the
Administrative Agent the accrued additional interest and fees owing as a result
of such increased Applicable Rate for such Applicable Period, which payment
shall be promptly applied by the Administrative Agent in accordance with the terms
hereof. This paragraph shall not limit the rights of the Administrative Agent
and the Lenders under Section 2.08 and Article VIII and
other provisions of this Agreement. The obligations of the Borrower under this
paragraph shall


 


4

















 


survive termination of the Commitments and the repayment of all other
Obligations hereunder.


 


(c)           The
definition of “Borrowing Base” set forth in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:


 


“Borrowing
Base” means with respect to an Inventory Valuation Date for which it is to
be determined, an amount equal to the sum (without duplication) of the
following assets of each Loan Party (but only to the extent that such assets
set forth in subparagraphs (a) through (g) below are not subject to any
Liens other than Permitted Liens):


 


(a)           90% of the Net Book
Value of Presold Units;


 


(b)           80% of the Net Book
Value of Eligible Model Units;


 


(c)           80% of the Net Book
Value of Unsold Units Under Construction;


 


(d)           80% of the Net Book
Value of Completed Unsold Units Less Than 18 Months Since Completion;


 


(e)           70% of the Net Book
Value of Finished Lots;


 


(f)            60% of the Net Book
Value Land/Lots Under Development; and


 


(g)           50% of the Net Book
Value of Unimproved Entitled Land (provided that no Unimproved Entitled Land
shall be included in the Borrowing Base during the Reduction Period);


 


provided, however, that (i) at no
time shall more than 70% of the Borrowing Base be comprised of the items set
forth in subparagraphs (e), (f) and (g) above, (ii) at no time shall
more than 40% (or 30% during the Reduction Period) of the Borrowing Base be
comprised of the items set forth in subparagraphs (f) and (g) above, and
(iii) at no time shall the aggregate amount of condominiums exceed 15% of
the aggregate number of Units comprising the items set forth in
subparagraphs (a), (b), (c) and (d) in the aggregate.


 


(d)           Section 7.06 of the
Credit Agreement is hereby amended by adding the following paragraph to the end
thereof to read as follows:


 


Notwithstanding
anything in Section 7.06 above to the contrary, the Borrower may
not declare or make, directly or indirectly, any Reduction Period Prohibited
Payment during the Reduction Period; provided that, if no Default exists or
would result therefrom, the Borrower may make the Restricted Payments provided
for in Sections 7.06(a), 7.06(d)(iii) and 7.06(e).


 


(e)           Section 7.11(b) of the
Credit Agreement is hereby amended to read as follows:


 


5

















 


(b)           Leverage Ratio. Permit
the Leverage Ratio at the end of any fiscal quarter of the Borrower
(i) not during the Reduction Period to be greater than 2.25 to 1.00,
(ii) during the Reduction Period (but excluding the Partial Suspension
Period) to be greater than:


 


(A)          2.00 to 1.00, if the
Interest Coverage Ratio at the end of such fiscal quarter is less than 2.00 to
1.00, but greater than or equal to 1.75 to 1.00;


 


(B)           1.75 to 1.00, if the
Interest Coverage Ratio at the end of such fiscal quarter is less than 1.75 to
1.00, but greater than or equal to 1.50 to 1.00;


 


(C)           1.50 to 1.00, if the
Interest Coverage Ratio at the end of such fiscal quarter is less than 1.50 to
1.00, but greater than or equal to 1.25 to 1.00; or


 


(D)          1.40 to 1.00, if the
Interest Coverage Ratio at the end of such fiscal quarter is less than 1.25 to
1.00; or


 


(iii) during the Partial Suspension Period, to be greater than
1.40 to 1.00.


 


(f)            Section 7.11(c) of the
Credit Agreement is hereby amended to read as follows:


 


(c)           Interest Coverage Ratio.
(A) Permit the Interest Coverage Ratio (i) at the end of any fiscal
quarter of the Borrower not during the Reduction Period to be less than 2.00 to
1.00, (ii) at the end of any fiscal quarter of the Borrower during the
Reduction Period (but excluding the Partial Suspension Period) to be less than:


 


(A)          1.00 to 1.00 at the end
of the first six fiscal quarters during the Reduction Period;


 


(B)           1.25 to 1.00 at the end
of the seventh fiscal quarter during the Reduction Period;


 


(C)           1.50 to 1.00 at the end
of the eighth fiscal quarter during the Reduction Period; or


 


(D)          1.75 to 1.00 at the end
of the ninth fiscal quarter during the Reduction Period; or


 


(iii) during
the Partial Suspension Period to be less than 0.50 to 1.00; provided  that
if the Reduction Period commenced with the third fiscal quarter of 2007 and the
Partial Suspension commenced with the second fiscal quarter of 2008, the
Interest Coverage Ratio shall not be less than 1.00 to 1.00 at the end of the
third fiscal quarter of the Partial Suspension Period; or


 


(B)           Permit the ratio of
(x) Consolidated EBITDA for any individual fiscal quarter to
(y) Consolidated Interest Incurred for such fiscal quarter (i.e., the
Interest Coverage Ratio


 


6

















 


calculated on
an individual quarterly basis rather than a period of four fiscal quarters) to
be less than 1.00 to 1.00 for five consecutive quarters during the Reduction
Period.


 


(g)           Section 7.11 of the
Credit Agreement is hereby amended by adding a new subsection (i) thereto
to read as follows:


 


(i)            Liquidity. At
any time that the Interest Coverage Ratio during the Partial Suspension Period
is less than 1.00 to 1.00, permit Liquidity to be less than $75,000,000.


 


(h)           The
Aggregate Commitments are hereby reduced to $800,000,000 and the Commitment of
each Lender is hereby reduced to be the amount set forth opposite each Lender’s
name on Schedule 2.01, which is hereby amended to be in the form of
Schedule 2.01 attached to this Third Amendment.


 


(i)            Exhibit D, the
Compliance Certificate, is hereby amended to be in the form of Exhibit D
attached to this Third Amendment.


 


(j)            Exhibit H, the
Borrowing Base Certificate, is hereby amended to be in the form of Exhibit H
attached to this Third Amendment.


 


2.             REPRESENTATIONS
AND WARRANTIES. 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 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 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 violate any Law or conflict with any
Organization Documents of the


 


7

















 


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 Third Amendment or (ii) the acknowledgement by each Guarantor of this
Third Amendment.


 


3.             CONDITIONS
TO EFFECTIVENESS. All provisions of this Third Amendment
shall be effective on September 27, 2007, subject to the satisfaction or
completion of the following:


 


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


 


(b)           the
Administrative Agent shall have received a certified corporate resolution of
the Borrower authorizing the execution, delivery and performance of this Third
Amendment;


 


(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 2(c), (d), and (e) of this Third Amendment;


 


(d)           the
Administrative Agent shall have received immediately available funds from the
Borrower, for the account of each Lender that executes this Third Amendment, in
an amount agreed to by the Borrower and such Lender; 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 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 modified hereby. This Third Amendment
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.


 


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 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.             GUARANTORS
ACKNOWLEDGMENT. By signing below, each Guarantor
(a) acknowledges, consents and agrees to the execution, delivery and performance
by the


 


8

















 


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 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 Third Amendment 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

  



 


9

















 


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


 


	
   

  	
  MERITAGE HOMES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
  Vice President – Treasurer

  



 


 


Signature Page to Meritage Third Amendment


 

















 


	
   

  	
  GUARANTY BANK, as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Meade

  	
   

  
	
   

  	
   

  	
  Sam
  Meade

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTY BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Meade

  	
   

  
	
   

  	
   

  	
  Sam
  Meade

  
	
   

  	
   

  	
  Senior Vice President

  



 


 


Signature Page to Meritage Third Amendment


 
















 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vanessa Chiu

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Vanessa Chiu

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


 


Signature Page to Meritage Third Amendment


 

















 


	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


Signature Page to Meritage Third Amendment


 

















 


	
   

  	
  WACHOVIA BANK, NATIONAL

  
	
   

  	
  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin M. Cole, I

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kevin M. Cole, I

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistance Vice President

  	
   

  
						



 


 


Signature Page to Meritage Third Amendment


 

















 


	
   

  	
  U. S. BANK NATIONAL ASSOCIATION,
  as a

  
	
   

  	
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adrian Montero

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Adrian Montero

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


 


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  WELLS FARGO BANK, NATIONAL

  
	
   

  	
  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald Rogza

  	
   

  
	
   

  	
   

  	
  Name:

  	
  RONALD ROGZA

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
						



 


 


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  CITICORP NORTH AMERICA, INC.,
  as a

  
	
   

  	
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marni McManus

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marni McManus

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
						



 


 


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  DEUTSCHE BANK TRUST COMPANY

  
	
   

  	
  AMERICAS, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


 


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  UBS LOAN FINANCE LLC, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irja R. Otsa

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Irja R. Otsa

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary E. Evans

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mary E. Evans

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  	
   

  
							



 


 


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  PNC BANK, NATIONAL ASSOCIATION,
  as a

  
	
   

  	
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


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Meritage Third Amendment


 

















 


	
   

  	
  SUNTRUST BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


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  COMERICA BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Casey L. Stevenson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Casey L. Stevenson

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


 


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  COMPASS BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chad Mantel

  	
   

  
	
   

  	
   

  	
  Name:

  	
  CHAD MANTEL

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VP

  	
   

  
						



 


 


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  REGIONS BANK (successor by
  merger with

  
	
   

  	
  AmSouth Bank), as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronny Hudspeth

  	
   

  
	
   

  	
   

  	
  Name:

  	
  RONNY HUDSPETH

  	
   

  
	
   

  	
   

  	
  Title:

  	
  SR. VICE PRESIDENT

  	
   

  
						



 


 


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  BANK OF OKLAHOMA, N.A., as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia A. Richards

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Patricia A. Richards

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
						



 


 


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  LASALLE BANK, N.A., as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nathan Dever

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Nathan Dever

  	
   

  
	
   

  	
   

  	
  Title:

  	
  First Vice President

  	
   

  
						



 


 


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  KEYBANK NATIONAL ASSOCIATION,
  as a

  
	
   

  	
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


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  NORTHERN TRUST COMPANY, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Mata

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher Mata

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Commercial Banking Officer

  	
   

  
						



 


 


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  CALIFORNIA BANK & TRUST, a California

  
	
   

  	
  banking corporation, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephanie Lantz

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stephanie Lantz

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


 


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  BNP PARIBAS, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


 


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  COUNTRYWIDE BANK, FSB, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas A. Dixon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Douglas A. Dixon

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
						



 


 


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  ACKNOWLEDGED AND
  AGREED TO:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MERITAGE HOMES OF ARIZONA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MERITAGE PASEO CROSSING, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Meritage Homes of Arizona, Inc., its Sole

  
	
   

  	
   

  	
   

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MERITAGE HOMES CONSTRUCTION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MERITAGE PASEO CONSTRUCTION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Meritage Homes Construction, Inc., its Sole

  
	
   

  	
   

  	
   

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  



 


 


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  MERITAGE
  HOMES OF TEXAS HOLDING,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MERITAGE HOLDINGS, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Meritage Homes of Texas Holding, Inc., its

  
	
   

  	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MERITAGE HOMES OF TEXAS JOINT

  
	
   

  	
   

  	
  VENTURE HOLDING COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Meritage Homes of Texas, LLC, its Sole

  
	
   

  	
   

  	
   

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Meritage Homes of Texas Holding, Inc., its

  
	
   

  	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MERITAGE HOMES OF CALIFORNIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  



 


 


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  MERITAGE
  HOMES OF NEVADA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MTH-CAVALIER, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Meritage Homes Construction, Inc., its

  
	
   

  	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MTH GOLF, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Meritage Homes Construction, Inc., its Sole

  
	
   

  	
   

  	
   

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MERITAGE HOMES OF COLORADO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MERITAGE HOMES OF FLORIDA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  



 


 


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  CALIFORNIA
  URBAN BUILDERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CALIFORNIA URBAN HOMES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Meritage Homes of California, Inc., its Sole

  
	
   

  	
   

  	
   

  	
  Member and Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GREATER HOMES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MERITAGE HOMES OPERATING

  COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Meritage Holdings, L.L.C., its Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Meritage Homes of Texas Holding, Inc., its

  
	
   

  	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  



 


 


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  MERITAGE HOMES OF TEXAS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Meritage Homes of Texas Holding, Inc., its

  
	
   

  	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John B. Carroll

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Carroll

  
	
   

  	
   

  	
   

  	
  Vice President – Treasurer

  



 


 


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SCHEDULE 2.01


 


COMMITMENTS


AND PRO
RATA SHARES


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  	
  Pro Rata Share

  	
   

  
	
  Guaranty Bank

  	
   

  	
  $

  	
  84,705,882.00

  	
   

  	
  10.588235294

  	
  %

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

  	
   

  	
  $

  	
  75,294,118.00

  	
   

  	
  9.411764706

  	
  %

  
	
  Wachovia Bank, National Association

  	
   

  	
  $

  	
  65,882,353.00

  	
   

  	
  8.235294118

  	
  %

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  56,470,588.00

  	
   

  	
  7.058823529

  	
  %

  
	
  Countrywide Bank, FSB

  	
   

  	
  $

  	
  51,764,706.00

  	
   

  	
  6.470588235

  	
  %

  
	
  U. S. Bank National Association

  	
   

  	
  $

  	
  47,058,824.00

  	
   

  	
  5.882352941

  	
  %

  
	
  Citicorp North America, Inc.

  	
   

  	
  $

  	
  47,058,824.00

  	
   

  	
  5.882352941

  	
  %

  
	
  Deutsche Bank Trust Company Americas

  	
   

  	
  $

  	
  47,058,824.00

  	
   

  	
  5.882352941

  	
  %

  
	
  UBS Loan Finance, LLC

  	
   

  	
  $

  	
  47,058,824.00

  	
   

  	
  5.882352941

  	
  %

  
	
  BNP Paribas

  	
   

  	
  $

  	
  47,058,824.00

  	
   

  	
  5.882352941

  	
  %

  
	
  SunTrust Bank

  	
   

  	
  $

  	
  32,941,176.00

  	
   

  	
  4.117647059

  	
  %

  
	
  Comerica Bank

  	
   

  	
  $

  	
  23,529,412.00

  	
   

  	
  2.941176471

  	
  %

  
	
  Compass Bank

  	
   

  	
  $

  	
  23,529,412.00

  	
   

  	
  2.941176471

  	
  %

  
	
  Regions Bank

  	
   

  	
  $

  	
  23,529,412.00

  	
   

  	
  2.941176471

  	
  %

  
	
  Bank of Oklahoma, N.A.

  	
   

  	
  $

  	
  23,529,412.00

  	
   

  	
  2.941176471

  	
  %

  
	
  LaSalle Bank, N.A.

  	
   

  	
  $

  	
  23,529,412.00

  	
   

  	
  2.941176471

  	
  %

  
	
  PNC Bank, National Association

  	
   

  	
  $

  	
  23,529,412.00

  	
   

  	
  2.941176471

  	
  %

  
	
  KeyBank National Association

  	
   

  	
  $

  	
  18,823,529.00

  	
   

  	
  2.3592941176

  	
  %

  
	
  Wells Fargo Bank, National Association

  	
   

  	
  $

  	
  14,117,647.00

  	
   

  	
  1.764705882

  	
  %

  
	
  Northern Trust Company

  	
   

  	
  $

  	
  14,117,647.00

  	
   

  	
  1.764705882

  	
  %

  
	
  California Bank & Trust, a California banking
  corporation

  	
   

  	
  $

  	
  9,411,765.00

  	
   

  	
  1.176470588

  	
  %

  
	
  Total

  	
   

  	
  $

  	
  800,000,000.00

  	
   

  	
  100.000000000

  	
  %

  



 

















 


EXHIBIT D


 


FORM OF
COMPLIANCE CERTIFICATE


 


Financial Statement Date:             


 


To:                              Guaranty
Bank, as Administrative Agent, L/C Issuer and Swing Line Lender


 


Ladies and Gentlemen:


 


Reference is made to that certain First Amended and
Restated Credit Agreement, dated as of May 16, 2006 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement;”
the terms defined therein being used herein as therein defined), among Meritage
Homes Corporation (the “Borrower”), the Lenders from time to time party
thereto, and Guaranty Bank, as Administrative Agent, L/C Issuer and Swing Line
Lender.


 


The undersigned Responsible Officer hereby certifies
as of the date hereof that he/she is the                                         of
the Borrower, and that, as such, he/she is authorized to execute and deliver
this Certificate to the Administrative Agent on the behalf of the Borrower, and
that:


 


[Use following for fiscal year-end
financial statements]


 


Attached hereto as Schedule 1 are the
year-end audited financial statements required by Section 6.01(a)
of the Agreement for the fiscal year of the Borrower ended as of the above
date, together with the report and opinion of an independent certified public
accountant required by such section.


 


[Use following for fiscal quarter-end
financial statements]


 


1.             Attached
hereto as Schedule 1 are the unaudited financial statements
required by Section 6.01(b) of the Agreement for the fiscal quarter
of the Borrower ended as of the above date. Such financial statements fairly
present the financial condition, results of operations and cash flows of the
Borrower and its Subsidiaries in accordance with GAAP as at such date and for
such period, subject only to normal year-end audit adjustments and the absence
of footnotes.


 


2.             The
undersigned has reviewed and is familiar with the terms of the Agreement and
has made, or has caused to be made under his/her supervision, a detailed review
of the transactions and condition (financial or otherwise) of the Borrower
during the accounting period covered by the attached financial statements.


 


3.             A
review of the activities of the Borrower during such fiscal period has been
made under the supervision of the undersigned with a view to determining
whether during such fiscal period the Borrower performed and observed all its
Obligations under the Loan Documents, and


 


1

















 


[select one:]


 


[to the best knowledge of the undersigned as of
the date hereof no Default or Event of Default under the Agreement has occurred
and its continuing.]


 


—or—


 


[the following is a list of each such Default or
Event of Default and its nature and status:]


 


4.             The
financial covenant analyses and information set forth on Schedule 2
attached hereto are true and accurate on and as of the date of this
Certificate.


 


IN WITNESS WHEREOF, the
undersigned has executed this Certificate as of                        ,                           .


 


	
   

  	
  MERITAGE HOMES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


2

















 


For the
Month/Quarter/Year ended                              (“Statement
Date”)


 


SCHEDULE
2

to the Compliance Certificate

($ in 000’s)


 


	
  I.

  	
  Leverage Ratio – For Determination of Applicable
  Rate.

  
	
   

  	
   

  
	
   

  	
  A.

  	
  Consolidated Indebtedness:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Indebtedness of the Loan Parties:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (a)

  	
  Without duplication, all obligations for borrowed
  money and all obligations evidenced by bonds, debentures, notes, loan
  agreements or other similar instruments:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (b)

  	
  Without duplication, all direct or contingent
  obligations arising under letters of credit (including standby and
  commercial), banker’s acceptances, bank guaranties, surety bonds and similar
  instruments:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (c)

  	
  Without duplication, all net obligations under any
  Swap Contract:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (d)

  	
  Without duplication, all obligations to pay the
  deferred purchase price of property or services (except (i) Trade
  accounts payable that are not more 30 days past the date the invoice was
  approved and entered into the computer system by such Loan Party,
  (ii) accrued expenses incurred by such Person in the ordinary course of
  business, (iii) marketing fees payable to developers of master planned
  communities incurred by such Person in the ordinary course of business, (iv) reimbursement
  obligations for impact or development fee credits to be received by such
  Person incurred in the ordinary course of business, (v) deferred lot
  premium or profit participation obligations payable to developers of master
  planned communities incurred in the ordinary course of business and
  (vi) obligations to developers or owners of master planned communities
  in form of a performance encumbrance of such Person incurred in the ordinary
  course of business):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (e)

  	
  Without duplication, indebtedness (excluding prepaid
  interest thereon) secured by a Lien on property owned or being purchased
  (including indebtedness arising under conditional sales or other title
  retention agreements), whether or not such indebtedness shall have been
  assumed or is limited in recourse:

  	
   

  	
  $                              

  



 


3

















 


	
   

  	
   

  	
   

  	
  (f)

  	
  Without duplication, obligations under Capital
  Leases:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (g)

  	
  Without duplication, Synthetic Lease Obligations and
  other Off-Balance Sheet Liabilities:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (h)

  	
  Without duplication, obligations in respect of
  Redeemable Stock:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

  	
  Without duplication, any Receivables Facility
  Attributed Indebtedness:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (j)

  	
  Without duplication, any “withdrawal liability” as
  such term is defined under Part I of Subtitle E of Title IV of
  ERISA:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (k)

  	
  Without duplication, all Guarantees in respect of
  any of the foregoing:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (l)

  	
  Indebtedness (Lines I.A.1(a) + (b) + (c) + (d) + (e)
  + (f) + (g) + (h) + (i) + (j) + (k)):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  Indebtedness of one Loan Party to another Loan
  Party:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  Consolidated Indebtedness (Line I.A.1(l) - Line
  I.A.2):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Consolidated Tangible Net Worth:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Shareholders’ Equity of the Loan Parties:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  Intangible Assets of the Loan Parties:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  Consolidated Tangible Net Worth: (Line I.B.1 - Line
  I.B.2):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Leverage Ratio:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Consolidated Indebtedness:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  The face amount of all undrawn Performance Letters
  of Credit issued for the account of, or guaranteed by, the Loan Parties:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  Attributable Indebtedness in respect of Synthetic
  Lease Obligations and other Off-Balance Sheet Liabilities and Guarantees with
  respect thereto:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  Total ((Lines I.C.1 - I.C.2 - I.C.3)   ̧
  Line I.B.3):

  	
   

  	
              
  to 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II.

  	
  Section 7.02(j) – Limitation
  on other Investments.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Actual amount of Investments other than those
  permitted by subsections (a) through (i) of Section 7.02:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Maximum in aggregate amount at any one time
  outstanding (Line I.B.3. x 30%):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III.

  	
  Section 7.03 – Limitation on
  Indebtedness.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Aggregate amount of secured Indebtedness, provided
  that such Liens are on assets other than Borrowing Base Assets:

  	
   

  	
  $                              

  



 


4

















 


	
   

  	
  B.

  	
  Maximum amount at any time outstanding  (Line I.B.3. x 10%):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Aggregate amount of Indebtedness guarantied pursuant
  to Springing Guarantees:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Maximum amount permitted (50% of Line I.B.3):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV.

  	
  Section 7.11(a)
  – Minimum Net Worth.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Actual Consolidated Tangible Net Worth (Line I.B.3):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Minimum Net Worth:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  50% of Consolidated Net Income earned in each full
  fiscal quarter ending after December 31, 2006 (with no deduction for a
  net loss during any such period):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  50% of aggregate increases in Consolidated Tangible
  Net Worth of the Borrower and its Subsidiaries after December 31, 2006
  by reason of the issuance and sale of Equity Interests or other equity
  interests of the Borrower or any Subsidiary (other than issuances to the
  Borrower or a wholly-owned Subsidiary), including any conversion of debt
  securities of the Borrower into such Equity Interests or other equity
  interests:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  An amount equal to the net worth of any Person that
  becomes a Subsidiary or is merged into or consolidated with the Borrower or
  any Subsidiary or substantially all of the assets of which are acquired by
  the Borrower or any Subsidiary, in each case after December 31, 2006:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  Required Minimum Net Worth ($600,000,000 + Line
  IV.B.1. + 2. + 3.):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V.

  	
  Section 7.11(b) – Maximum
  Leverage Ratio.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Leverage Ratio (Line I.C.3.):

  	
   

  	
              
  to 1.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Maximum Leverage Ratio (See Section 7.11(b) for
  Maximum Permitted):

  	
   

  	
              
  to 1.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VI.

  	
  Section 7.11(c) — Minimum
  Interest Coverage Ratio.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Consolidated EBITDA for the period of four fiscal
  quarters ending on the date of date of determination (the “Subject Period”):

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Consolidated Net Income of the Loan Parties for the
  Subject Period:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  To the extent deducted from revenues in determining
  Consolidated Net Income, Consolidated Interest Expense for the Subject
  Period:

  	
   

  	
  $                              

  
							



 


5

















 


	
   

  	
   

  	
  3.

  	
  To the extent deducted from revenues in determining
  Consolidated Net Income, expense for income taxes paid or accrued for the
  Subject Period:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  To the extent deducted from revenues in determining
  Consolidated Net Income, depreciation for the Subject Period:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  To the extent deducted from revenues in determining
  Consolidated Net Income, amortization for the Subject Period:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.

  	
  To the extent deducted from revenues in determining
  Consolidated Net Income, all other non-cash items reducing Consolidated Net
  Income (excluding any non-cash charge that results in an accrual of a reserve
  for cash charges in the future) for the Subject Period:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7.

  	
  To the extent deducted from revenues in determining
  Consolidated Net Income, the amount of dividends accrued or payable by the
  Loan Parties in respect of Disqualified Equity Interests or any Preferred
  Stock of any Restricted Subsidiary (excluding any amount payable to any Loan Party),
  which amount shall be “grossed up” to include any applicable taxes on income
  that would be used to pay such dividends, provided, however,
  that interest, dividends or other payments or accruals of a consolidated
  Subsidiary that is not wholly owned shall be included only to the extent of
  the interest of such Person in such Subsidiary:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.

  	
  Consolidated EBITDA (Lines VI.A.1. + 2. + 3. + 4. +
  5. + 6. + 7.):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Consolidated Interest Incurred for the Subject
  Period:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Interest Coverage Ratio (Line VI.A.8.  ̧
  VI.B.):

  	
   

  	
              
  to 1.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Minimum Interest Coverage Ratio (See Section 7.11(c)
  for Minimum Required – Note that calculation for Section 7.11(c)(B) is
  for each fiscal quarter and not Subject Period)

  	
   

  	
              
  to 1.00

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VII.

  	
  Section 7.11(d) – Borrowing
  Base Debt.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Borrowing Base as of date of determination (from
  Borrowing Base Report):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Consolidated Indebtedness as of such date of
  determination (Line I.A.3):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Any portion of any Subordinated Debt of any Loan
  Party which is due and payable more than one year from such date of
  determination:

  	
   

  	
  $                              

  



 


6

















 


	
   

  	
  D.

  	
  Indebtedness secured by Liens on assets that are not
  part of any of the Borrowing Base Assets, but only to the extent that the
  Indebtedness secured by Liens on such assets (x) does not exceed the Net Book
  Value of such asset as determined by GAAP and (y) does not exceed in
  aggregate amount the amount set forth in Section 7.03(f):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  E.

  	
  The face amount of all undrawn Performance Letters
  of Credit, in each case issued for the account of, or guaranteed by the Loan
  Parties:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  F.

  	
  Cash and Cash Equivalents and Receivables of the
  Loan Parties not subject to any Lien securing Indebtedness in an aggregate
  amount in excess of $5,000,000:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  G.

  	
  Borrowing Base Debt (Lines VII.B. - C. - D. - E. -
  F.):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VIII.

  	
  Section 7.11(e) – Total Land
  Restrictions.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Net Book Value of Unentitled Land:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Net Book Value of Unimproved Entitled Land:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Net Book Value of Land/Lots Under Development:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Net Book Value of Finished Lots:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  E.

  	
  Actual (Lines VIII.A. + B. + C. + D.):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  F.

  	
  Line I.B.3 x 125%:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  G.

  	
  50% of outstanding Subordinated Debt:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  H.

  	
  Maximum Total Land Restrictions (Lines VIII.F. +
  G.):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IX.

  	
  Section 7.11(f) – Raw Land
  Restrictions.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Net Book Value of Unentitled Land:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Net Book Value of Unimproved Entitled Land:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Actual (Lines IX.A. + B.):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Maximum Raw Land Restrictions (Line I.B.3 x 20%):

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  X.

  	
  Section 7.11(g) – Unsold
  Units.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Actual Number of Unsold Units existing as of the end
  of the fiscal quarter:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Number of Unit Closings within the four fiscal
  quarters ending on the last day of the fiscal quarter x 30%:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Number of Units of Closings within two fiscal
  quarters ending on the last day of the fiscal quarter x 60%:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Maximum Unsold Units (Greater of Line X.B. and Line
  X.C.):

  	
   

  	
  $                              

  



 


7

















 


	
  XI.

  	
  Section 7.11(h) – Model Units.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Actual Number of Model Units existing as of the end
  of the fiscal quarter:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Number of Unit Closings within the four fiscal
  quarters ending on the last day of the fiscal quarter:

  	
   

  	
  $                              

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Maximum Model Units (Line XI.B. x 10%):

  	
   

  	
  $                              

  



 


8
















EXHIBIT H


 


FORM OF BORROWING BASE CERTIFICATE


 


Date:                        


 


To:          Guaranty Bank, as
Administrative Agent, L/C Issuer and Swing Line Lender


 


Ladies and Gentlemen:


 


Reference is made to that certain First Amended and
Restated Credit Agreement, dated as of May 16, 2006 (as amended, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;”
the terms defined therein being used herein as therein defined), among Meritage
Homes Corporation (the “Borrower”), the Lenders from time to time party
thereto, and Guaranty Bank, as Administrative Agent, L/C Issuer and Swing Line
Lender.


 


This Borrowing Base Certificate is delivered pursuant
to Section 6.02(c) of the Credit Agreement.  All capitalized terms used herein and defined
in the Credit Agreement shall be used herein as so defined.  


 


I.              Borrowing Base [to be completed
monthly] 


 


Borrower hereby represents and warrants that the
following Borrowing Base Report is true and correct in all respects as of               ,
               
(the “Reporting Date”).  The Borrowing
Base is determined as follows:


 


	
  1.

  	
  Net Book Value of
  Presold Units:

  	
  $                          

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Net Book Value of
  Eligible Model Units:

  	
  $                          

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Net Book Value of
  Unsold Units Under Constructions:

  	
  $                          

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Net Book Value of
  Completed Unsold Units Less Than 18 
  Months Since Completion:

  	
  $                          

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Net Book Value of
  Finished Lots:

  	
  $                          

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Net Book Value of
  Land/Lots Under Development:

  	
  $                          

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Net Book Value of
  Unimproved Entitled Land:

  	
  $                          

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Borrowing Base on
  Reporting Date ((90% x Line 1.) +  (80%
  x Line 2.) + (80% x Line 3.) + (80% x Line 4.) + (70% x Line 5.) + (60% x
  Line 6.) + (50% (0% during the Reduction Period) x Line 7.)):

  	
  $                          

  



 


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  9.

  	
  Borrowing Base Debt

  
	
   

  	
   

  
	
   

  	
  A.

  	
  Consolidated
  Indebtedness as of Reporting Date (Line I.A.3 of Compliance Certificate):

  	
   

  	
  $                          

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Any portion of any
  Subordinated Debt of any Loan Party which is due and payable more than one
  year from such date of determination:

  	
   

  	
  $                          

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Indebtedness secured by
  Liens on assets that are not part of any of the Borrowing Base Assets, but
  only to the extent that the Indebtedness secured by Liens on such assets (i)
  does not exceed the Net Book Value of such asset as determined by GAAP and
  (ii) does not exceed in aggregate amount the amount set forth in Section
  7.03(f):

  	
   

  	
  $                          

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  The face amount of all
  undrawn Performance Letters of Credit, in each case issued for the account
  of, or guaranteed by the Borrower or any of its Subsidiaries (other than
  Unrestricted Subsidiaries):

  	
   

  	
  $                          

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  E.

  	
  Cash and Cash
  Equivalents of the Loan Parties not subject to any Lien securing Indebtedness
  in an aggregate amount in excess of $5,000,000:

  	
   

  	
  $                          

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  F.

  	
  Borrowing Base Debt
  (Lines 9.A. - B. - C. - D. - E.):

  	
   

  	
  $                          

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Availability (Line 8 -
  Line 9.F.)

  	
   

  	
  $                          

  



 


II.            Borrowing Base Certifications 


 


Borrower hereby represents and warrants that as of the
Reporting Date:


 


1.             No more
than 70% of the Borrowing Base is comprised of the items set forth in
lines 5, 6 and 7 above.


 


2.             No more
than 40% (30% during the Reduction Period) of the Borrowing Base is comprised
of the items set forth in lines 6 and 7 above.


 


3.             The
aggregate amount of condominiums included in the Borrowing Base does not exceed
15% of the aggregate number of Units comprising the items set forth in lines 1,
2, 3 and 4 in the aggregate. 


 


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III.           Liquidity
[To be completed monthly when required to be maintained pursuant to
Section 7.11(i)]


 


	
  1.

  	
   

  	
  Total Outstandings:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Borrowing Base (see I.8):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Aggregate Commitments:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Lesser of Line 2. and
  Line 3.:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Liquidity (Line 4 –
  Line 1):

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Minimum Required:

  	
   

  	
  $

  	
  75,000,000

  	
   

  



 


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IN WITNESS WHEREOF, the
undersigned has executed this Certificate as of                 ,            .


 


	
   

  	
  MERITAGE HOMES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


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