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