Exhibit 10.1
SECOND AMENDMENT TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of May 18, 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 PNB 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
SECOND AMENDMENT TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amendment to First Amended and Restated Credit Agreement (this
"Second Amendment") dated as of May 18, 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, CERTAIN OF 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 (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 (A) CERTAIN AMENDMENTS TO THE CREDIT
AGREEMENT, (B) TO ADD COUNTRYWIDE BANK, FSB (THE "NEW LENDER") AS A LENDER UNDER
THE CREDIT AGREEMENT, AND (C) TO DECREASE THE COMMITMENTS OF GUARANTY BANK,
WELLS FARGO BANK, NATIONAL ASSOCIATION AND PNC BANK, NATIONAL ASSOCIATION
(COLLECTIVELY, THE "DECREASING LENDERS").
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 TERM "APPLICABLE PERIOD" THERETO IN PROPER ALPHABETICAL ORDER TO
READ AS FOLLOWS:
"Applicable Period" has the meaning specified in the definition of "Applicable
Rate" referenced in this Section 1.01.
(B)
THE DEFINITION OF "APPLICABLE RATE" SET FORTH IN SECTION 1.01 OF
THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE FOLLOWING PARAGRAPH TO THE
END THEREOF TO READ AS FOLLOWS:
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