FIRST MODIFICATION AGREEMENT
DATE: May 16, 2000
PARTIES: Borrower: MHC: MONTEREY HOMES CONSTRUCTION, INC., an Arizona
corporation
MHA: MONTEREY HOMES ARIZONA, INC., an Arizona
corporation
Chandler: XXXXXXXX 110, LLC, an Arizona limited liability
company
MHNC: MERITAGE HOMES OF NORTHERN CALIFORNIA, INC.,
a California corporation
Lenders: XXXXX FARGO BANK ARIZONA, NATIONAL ASSOCIATION, a national
banking association, formerly known as Norwest Bank Arizona,
National Association
CALIFORNIA BANK & TRUST, a California banking corporation
Administrative
Agent: XXXXX FARGO BANK ARIZONA, NATIONAL ASSOCIATION, a national
banking association, formerly known as Norwest Bank Arizona,
National Association
Documentation and
Syndication
Agent: CALIFORNIA BANK & TRUST, a California banking corporation
RECITALS:
A. Lenders have extended to Borrower credit ("Loan") in the principal
amount of $70,000,000.00 pursuant to the Loan Agreement, dated December 29, 1999
("Loan Agreement"), and evidenced by two (2) Promissory Notes, dated December
29, 1999 (collectively, the "Notes"). Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the Loan
Agreement. The unpaid principal of the Loan as of the date hereof is
$62,528,287.24.
B. The Loan is secured by, among other things, the following (the"Deeds of
Trust"):
(i) An Amended and Restated Deed of Trust, Assignment of Rents,
Security Agreement and Fixture Filing (Maricopa) dated December 29, 1999,
by MHC and MHA, as trustor, for the benefit of Administrative Agent, as
beneficiary, recorded on December 30, 1999, at Recorder's No. 99-1165935,
records of Maricopa County, Arizona, as thereafter amended and/or
supplemented from time to time;
(ii) A Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Filing (Val Vista Xxxxxxx Option Property) dated December 29, 1999,
by MHC and MHA, as trustor, for the benefit of Administrative Agent, as
beneficiary, recorded on December 30, 1999, at Recorder's No. 99-1165936,
records of Maricopa County, Arizona, as thereafter amended and/or
supplemented from time to time;
(iii) A Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Filing (Paseo Crossing) dated February 8, 2000, by Chandler, as
trustor, for the benefit of Administrative Agent, as beneficiary, recorded
on February 25, 2000, at Recorder's No. 00-0140216, records of Maricopa
County, Arizona, as thereafter amended and/or supplemented from time to
time;
(iv) An Amended and Restated Deed of Trust, Assignment of Rents,
Security Agreement and Fixture Filing (Pima) dated December 29, 1999, by
MHC and MHA, as trustor, for the benefit of Administrative Agent, as
beneficiary, recorded on December 30, 1999, in Docket 11204, page 6460,
records of Pima County, Arizona, as thereafter amended and/or supplemented
from time to time;
(v) A Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing (Black Diamond Knolls) dated September 13,
1999, by MHNC, as trustor, for the benefit of Administrative Agent, as
beneficiary, recorded on October 5, 1999, as Series No. 99-264104, records
of Contra Costa County, California, as thereafter amended and/or
supplemented from time to time;
(vi) A Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing (Black Diamond Knolls Option Property) dated
September 13, 1999, by MHNC, as trustor, for the benefit of Administrative
Agent, as beneficiary, recorded on October 5, 1999, as Series No.
99-264105, records of Contra Costa County, California, as thereafter
amended and/or supplemented from time to time;
(vii) A Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing (Black Diamond Estates) dated April 12, 1999,
by MHNC, as trustor, for the benefit of Administrative Agent, as
beneficiary, recorded on May 7, 1999, as Series No. 99-123453, records of
Contra Costa County, California, as thereafter amended and/or supplemented
from time to time;
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(viii) A Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing (Wildhorse No. 1) dated November 18, 1998, by
MHNC, as trustor, for the benefit of Administrative Agent, as beneficiary,
recorded on November 24, 1998, as Instrument No. 00-0000000, records of
Yolo County, California, as thereafter amended and/or supplemented from
time to time;
(ix) A Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing (Xxxxxxx Xxxx) dated October 2, 1998, by MHNC,
as trustor, for the benefit of Administrative Agent, as beneficiary,
recorded on November 24, 1998, as Instrument No. 00-0000000, records of
Placer County, California, as thereafter amended and/or supplemented from
time to time;
(x) A Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing (Empire Ranch) dated November 15, 1999, by
MHNC, as trustor, for the benefit of Administrative Agent, as beneficiary,
recorded on December 2, 1999, in Book 9912-02, page 0995, records of
Sacramento County, California, as thereafter amended and/or supplemented
from time to time; and
(xi) A Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing (Sterling Park - Phase I) dated April 30,
1999, by MHNC, as trustor, for the benefit of Administrative Agent, as
beneficiary, recorded on May 3, 1999, as Instrument No. 99058301, records
of San Xxxxxxx County, California, as thereafter amended and/or
supplemented from time to time.
The agreements, documents, and instruments securing the Loan and the Notes are
referred to individually and collectively as the "Security Documents."
C. The Notes, the Loan Agreement, the Security Documents, the side letter
regarding the Agency Fee (the "Agency Fee Letter"), any environmental indemnity
agreement, and all other agreements, documents, and instruments evidencing,
securing, or otherwise relating to the Loan are sometimes referred to
individually and collectively as the "Loan Documents."
D. A Continuing Guarantee dated December 29, 1999 guaranteeing all
indebtedness of Borrower to Lenders (the "Guarantee Agreement") was executed and
delivered to Lenders by MERITAGE CORPORATION, a Maryland corporation, MTH -
TEXAS GP, INC., an Arizona corporation, MTH - TEXAS LP, INC., an Arizona
corporation, LEGACY/MONTEREY HOMES L.P., an Arizona limited partnership, and
TEXAS HOME MORTGAGE CORPORATION, a Texas corporation (hereinafter collectively
called "Guarantors").
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E. Borrower has requested that Lenders, Administrative Agent, and
Documentation and Syndication Agent modify the Loan and the Loan Documents as
provided herein. Lenders, Administrative Agent, and Documentation and
Syndication Agent are willing to so modify the Loan and the Loan Documents,
subject to the terms and conditions herein.
AGREEMENT:
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Borrower, Lenders, Administrative Agent, and
Documentation and Syndication Agent agree as follows:
SECTION 1. ACCURACY OF RECITALS.
Borrower acknowledges the accuracy of the Recitals.
SECTION 2. MODIFICATION OF LOAN DOCUMENTS; OTHER AGREEMENTS.
2.1 The aggregate face amount of the Notes is hereby increased from
$70,000,000.00 to $100,000,000.00 and the Notes are hereby amended, restated and
replaced, all in accordance with the terms and provisions of those two (2)
Replacement Promissory Notes executed and delivered simultaneously with the
execution of this Agreement ("Replacement Notes"). Hereinafter, each reference
to the Notes herein and in the Loan Documents shall be a reference to the
Replacement Notes.
2.2 Section 1.1 of the Loan Agreement is hereby amended in its entirety to
read as follows:
1.1 Borrower has applied to the Banks for a revolving line of credit
loan facility in the aggregate amount of ONE HUNDRED MILLION AND NO/100
DOLLARS ($100,000,000.00) (the "Loan") against which Borrower may, from
time to time during the term hereof, make draws, repay all or part of the
same and then draw additional sums, subject to the terms, conditions and
provisions set forth herein, for the purpose of financing the acquisition
and development of entitled land, lots under development, improved single
family residential lots and the construction of single family residential
units within subdivisions located in the metropolitan areas of Phoenix,
Tucson, Sacramento and San Francisco, and other Northern California
metropolitan areas, and approved by Administrative Agent pursuant to the
terms hereof.
2.3 The following definition set forth in Section 2 of the Loan Agreement
is hereby amended in its entirety to read as follows:
"COMMITMENT AMOUNT" means the lesser of (i) the aggregate amount of
the Banks' Commitment as set forth on Schedule 3.1, and (ii) the amount of
$100,000,000.00, as the same may be reduced from time to time pursuant to
Section 3.15.
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2.4 Section 8.1 of the Loan Agreement is hereby amended in its entirety to
read as follows:
8.1 Facility Fee. A fee for the Commitment (the "Facility Fee") at the
rate of one-quarter of one percent (.25%) per annum of the maximum
Commitment Amount (i.e., $70,000,000.00 prior to May 16, 2000, and
$100,000,000.00 thereafter) shall be due and payable quarterly in advance
on each January 1, April 1, July 1 and October 1, provided that the initial
Facility Fee shall be payable on the date of this Agreement and shall be
prorated for the period commencing on the date of this Agreement and ending
on December 31, 1999 at the per annum rate set forth above.
2.5 Section 19.3(a) of the Loan Agreement is hereby amended in its entirety
to read as follows:
(a) Minimum Liquidity. The Meritage Group's Liquidity at any time to
be less than $10,000,000.00.
2.6 Schedule 3.1 to the Loan Agreement is hereby replaced in its entirety
with Schedule 3.1 attached hereto and by this reference incorporated herein and
therein.
2.7 Each of the Loan Documents is modified to provide that it shall be a
default or an event of default thereunder if Borrower shall fail to comply with
any of the covenants of Borrower herein or if any representation or warranty by
Borrower herein or by any guarantor in any related Consent and Agreement of
Guarantor(s) is materially incomplete, incorrect, or misleading as of the date
hereof.
2.8 Each reference to the amount of the Loan, the aggregate amount of the
Notes and the maximum Commitment Amount as $70,000,000.00 in any of the Loan
Documents (including, without limitation, the Agency Fee Letter) is hereby
amended to be a reference to the amount of $100,000,000.00. Each reference in
the Loan Documents to any of the Loan Documents is hereby amended to be a
reference to such document as modified herein.
SECTION 3. RATIFICATION OF LOAN DOCUMENTS AND COLLATERAL.
The Loan Documents are ratified and affirmed by Borrower and shall remain
in full force and effect as modified herein. Any property or rights to or
interests in property granted as security in the Loan Documents shall remain as
security for the Loan and the obligations of Borrower in the Loan Documents.
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SECTION 4. BORROWER REPRESENTATIONS AND WARRANTIES.
Borrower represents and warrants to Lenders, Administrative Agent, and
Documentation and Syndication Agent:
4.1 No default or event of default under any of the Loan Documents as
modified herein, nor any event, that, with the giving of notice or the passage
of time or both, would be a default or an event of default under the Loan
Documents as modified herein has occurred and is continuing.
4.2 There has been no material adverse change in the financial condition of
Borrower, any Guarantor or any other person whose financial statement has been
delivered to Administrative Agent in connection with the Loan from the most
recent financial statement received by Administrative Agent.
4.3 Each and all representations and warranties of Borrower in the Loan
Documents are accurate on the date hereof.
4.4 Borrower has no claims, counterclaims, defenses, or set-offs with
respect to the Loan or the Loan Documents as modified herein.
4.5 The Loan Documents as modified herein are the legal, valid, and binding
obligation of Borrower, enforceable against Borrower in accordance with their
terms.
4.6 Each Borrower is validly existing under the laws of the State of its
formation or organization and has the requisite power and authority to execute
and deliver this Agreement and to perform the Loan Documents as modified herein.
The execution and delivery of this Agreement and the performance of the Loan
Documents as modified herein have been duly authorized by all requisite action
by or on behalf of each Borrower. This Agreement has been duly executed and
delivered on behalf of each Borrower.
SECTION 5. BORROWER COVENANTS.
Borrower covenants with Lenders, Administrative Agent, and Documentation
and Syndication Agent:
5.1 Borrower shall execute, deliver, and provide to Lenders, Administrative
Agent, and Documentation and Syndication Agent such additional agreements,
documents, and instruments as reasonably required by Administrative Agent to
effectuate the intent of this Agreement.
5.2 Borrower fully, finally, and absolutely and forever releases and
discharges Lenders, Administrative Agent, and Documentation and Syndication
Agent and their present and former directors, shareholders, officers, employees,
agents, representatives, successors and assigns, and their separate and
respective heirs, personal representatives, successors and assigns, from any and
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all actions, causes of action, claims, debts, damages, demands, liabilities,
obligations, and suits, of whatever kind or nature, in law or equity of
Borrower, whether now known or unknown to Borrower, and whether contingent or
matured, in respect of the Loan, the Loan Documents, or the actions or omissions
of Lenders, Administrative Agent, and/or Documentation and Syndication Agent in
respect of the Loan or the Loan Documents and which arise from events occurring
prior to the date of this Agreement.
SECTION 6. CONDITIONS PRECEDENT.
The agreements of Lenders, Administrative Agent, and Documentation and
Syndication Agent and the modifications contained herein shall not be binding
upon Lenders, Administrative Agent, and Documentation and Syndication Agent
until Lenders, Administrative Agent, and Documentation and Syndication Agent
have executed and delivered this Agreement and Administrative Agent has
received, at Borrower's expense, all of the following, all of which shall be in
form and content satisfactory to Administrative Agent and shall be subject to
approval by Administrative Agent:
6.1 An original of this Agreement fully executed by the Borrower and all
Guarantors;
6.2 Original Modifications of Deeds of Trust (the "Modifications of Deeds
of Trust") fully executed by the Borrower modifying the existing Deeds of Trust
to secure the Loan as modified hereby;
6.3 Original Replacement Promissory Notes fully executed by Borrower;
6.4 An original modification of the side letter executed by Borrower in
connection with the Agency Fee, fully executed by Borrower and the payment of a
prorated Agency Fee as required therein to the effectiveness of this Agreement.
6.5 A prorated Facility Fee with respect to the increase in Commitment
Amount in the amount of $9,375.30.
6.6 A legal opinion of Borrower's counsel covering such issues as shall be
required by Administrative Agent.
6.7 If any Borrower or any Guarantor is a corporation, limited liability
company, partnership or trust, such resolutions or authorizations and such other
documents as Administrative Agent may require relating to the existence and good
standing of that corporation, partnership or trust, and the authority of any
person executing this Agreement or other documents on behalf of that
corporation, limited liability company, partnership or trust;
6.8 A commitment from the title insurance companies that issued the
lender's ALTA extended coverage title insurance policies in connection with the
Loan (the "Title Policies") to issue endorsements, in form satisfactory to
Administrative Agent, to the Title Policies, increasing the aggregate amount of
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the Title Policies to $100,000,000.00 and insuring that the Deeds of Trust, as
modified hereby and by the Modifications of Deeds of Trust, continue to be a
first lien upon the real property described therein, as security for the Loan,
as modified herein, subject only to those exceptions contained in the Title
Policies and to such additional exceptions as Administrative Agent may
specifically approve in writing; and
6.9 Payment of all the internal and external costs and expenses incurred by
Lenders, Administrative Agent, and Documentation and Syndication Agent in
connection with this Agreement (including, without limitation, inside and
outside attorneys, processing, title, filing, and recording costs, expenses, and
fees).
SECTION 7. INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR
WAIVER.
The Loan Documents as modified herein contain the complete understanding
and agreement of Borrower, Lenders, Administrative Agent, and Documentation and
Syndication Agent in respect of the Loan and supersede all prior
representations, warranties, agreements, arrangements, understandings, and
negotiations. No provision of the Loan Documents as modified herein may be
changed, discharged, supplemented, terminated, or waived except in a writing
signed by the parties thereto.
SECTION 8. BINDING EFFECT.
The Loan Documents as modified herein shall be binding upon and shall inure
to the benefit of Borrower, Lenders, Administrative Agent, and Documentation and
Syndication Agent and their successors and assigns and the executors, legal
administrators, personal representatives, heirs, devisees, and beneficiaries of
Borrower, provided, however, Borrower may not assign any of its right or
delegate any of its obligation under the Loan Documents and any purported
assignment or delegation shall be void.
SECTION 9. CHOICE OF LAW.
This Agreement shall be governed by and construed in accordance with the
laws of the State of Arizona, without giving effect to conflicts of law
principles.
SECTION 10. COUNTERPART EXECUTION.
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same document. Signature pages may be detached from the counterparts and
attached to a single copy of this Agreement to physically form one document.
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DATED as of the date first above stated.
MONTEREY HOMES CONSTRUCTION, INC., an
Arizona Corporation
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
-----------------------------------
Title: Vice President
----------------------------------
MONTEREY HOMES ARIZONA, INC., an Arizona
corporation
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
-----------------------------------
Title: Vice President
----------------------------------
XXXXXXXX 110, LLC, an Arizona limited
liability company
BY: MONTEREY HOMES CONSTRUCTION, INC.,
an Arizona corporation, Member
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
-----------------------------------
Title: Vice President
----------------------------------
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XXXXXXXX XXXXX XX XXXXXXXX XXXXXXXXXX,
INC., a California corporation
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
-----------------------------------
Title: Vice President
----------------------------------
BORROWER
XXXXX FARGO BANK ARIZONA, NATIONAL
ASSOCIATION, a national banking
association, formerly known as Norwest
Bank Arizona, National Association
By: /s/ Xxxxx Xxxxx
-------------------------------------
Name: Xxxxx Xxxxx
-----------------------------------
Title: Vice President
----------------------------------
ADMINISTRATIVE AGENT AND LENDER
CALIFORNIA BANK & TRUST, a California
banking corporation
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
-----------------------------------
Title: Executive Vice President
----------------------------------
DOCUMENTATION AND
SYNDICATION AGENT AND LENDER
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CONSENT AND AGREEMENT OF GUARANTOR(S)
With respect to the First Modification Agreement, dated May 16, 2000
("Agreement"), between MONTEREY HOMES CONSTRUCTION, INC., an Arizona
corporation, MONTEREY HOMES ARIZONA, INC., an Arizona corporation, XXXXXXXX 110,
LLC, an Arizona limited liability company, and MERITAGE HOMES OF NORTHERN
CALIFORNIA, INC., a California corporation (severally and collectively,
"Borrower"), XXXXX FARGO BANK ARIZONA, NATIONAL ASSOCIATION, a national banking
association, formerly known as Norwest Bank Arizona, National Association and
CALIFORNIA BANK & TRUST, a California banking corporation (severally and
collectively, "Lenders"), XXXXX FARGO BANK ARIZONA, NATIONAL ASSOCIATION, a
national banking association, formerly known as Norwest Bank Arizona, National
Association ("Administrative Agent"), and CALIFORNIA BANK & TRUST, a California
banking corporation ("Documentation and Syndication Agent") the undersigned
(individually and, if more than one, collectively "Guarantor") agrees for the
benefit of Lenders, Administrative Agent, and Documentation and Syndication
Agent as follows:
1. Guarantor acknowledges (i) receiving a copy of and reading the
Agreement, (ii) the accuracy of the Recitals in the Agreement, and (iii) the
effectiveness of (A) the Guarantee Agreement as modified herein, and (B) any
other agreements, documents, or instruments securing or otherwise relating to
the Guarantee Agreement (including, without limitation, any environmental
indemnity agreement previously executed and delivered by the undersigned), as
modified herein. The Guarantee Agreement and such other agreements, documents,
and instruments, as modified herein, are referred to individually and
collectively as the "Guarantor Documents."
2. Guarantor hereby agrees that Paragraph 2 of the Guarantee Agreement is
hereby amended in its entirety to read as follows:
2. The liability of Guarantor hereunder shall not exceed at any one
time the sum of ONE HUNDRED MILLION AND NO/100 DOLLARS ($100,000,000.00)
for principal, plus all interest thereon and all attorneys' fees and other
costs and expenses incurred by Lender in collecting, compromising or
enforcing the indebtedness or in protecting or preserving any security for
the indebtedness. Lender may permit the indebtedness of Borrower to exceed
such maximum liability without impairing the obligation of Guarantor
hereunder. Any payment by Guarantor shall not reduce Guarantor's maximum
obligation hereunder, unless written notice to that effect is actually
received by Lender at or prior to the time of such payment. Any payment by
or recovery from Borrower, any other guarantor or any security shall be
credited first to that portion of the indebtedness which exceeds the
maximum obligation of Guarantor hereunder.
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3. Guarantor consents to the modification of the Loan Documents and all
other matters in the Agreement, including without limitation, the increase in
the principal amount of the Loan to $100,000,000.00.
4. Guarantor fully, finally, and forever releases and discharges Lenders,
Administrative Agent, and Documentation and Syndication Agent and their
successors, assigns, directors, officers, employees, agents, and representatives
from any and all actions, causes of action, claims, debts, demands, liabilities,
obligations, and suits of whatever kind or nature, in law or equity, that
Guarantor has or in the future may have, whether known or unknown, in respect of
the Loan, the Loan Documents, the Guarantor Documents, or the actions or
omissions of Lenders, Administrative Agent, and/or Documentation and Syndication
Agent in respect of the Loan, the Loan Documents, or the Guarantor Documents and
which arise from events occurring prior to the date hereof.
5. Guarantor agrees that all references, if any, to the Notes, the Loan
Agreement, the Deeds of Trust, the Security Documents, and the Loan Documents in
the Guarantor Documents shall be deemed to refer to such agreements, documents,
and instruments as modified by the Agreement.
6. Guarantor reaffirms the Guarantor Documents and agrees that the
Guarantor Documents continue in full force and effect and remain unchanged,
except as specifically modified by this Consent and Agreement of Guarantor(s).
7. Guarantor agrees that the Loan Documents, as modified by the Agreement,
and the Guarantor Documents, as modified by this Consent and Agreement of
Guarantor(s), are the legal, valid, and binding obligations of Borrower and the
undersigned, respectively, enforceable in accordance with their terms against
Borrower and the undersigned, respectively.
8. Guarantor agrees that Guarantor has no claims, counterclaims, defenses,
or offsets with respect to the enforcement against Guarantor of the Guarantor
Documents.
9. Guarantor represents and warrants that there has been no material
adverse change in the financial condition of any Guarantor from the most recent
financial statement received by Administrative Agent.
10. Guarantor agrees that this Consent and Agreement of Guarantor(s) may be
executed in one or more counterparts, each of which shall be deemed an original
and all of which together shall constitute one and the same document. Signature
and acknowledgment pages may be detached from the counterparts and attached to a
single copy of this Consent and Agreement of Guarantor(s) to physically form one
document.
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DATED as of the date of the Agreement.
MERITAGE CORPORATION, a Maryland
corporation
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
-----------------------------------
Title: Vice President
----------------------------------
MTH - TEXAS GP, INC., an Arizona
corporation
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
-----------------------------------
Title: Vice President
----------------------------------
MTH - TEXAS LP, INC., an Arizona
corporation
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
-----------------------------------
Title: Vice President
----------------------------------
LEGACY/MONTEREY HOMES L.P., an Arizona
limited partnership
BY: MTH - TEXAS GP, INC., an Arizona
corporation, General Partner
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
-----------------------------------
Title: Vice President
----------------------------------
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TEXAS HOME MORTGAGE CORPORATION, a Texas
corporation
By: /s/ Xxxxx X. Xxxx
-------------------------------------
Name: Xxxxx X. Xxxx
-----------------------------------
Title: Vice President
----------------------------------
GUARANTOR
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SCHEDULE 3.1
COMMITMENTS OF THE BANKS
as to the Loan
as of May 16, 2000
Bank % Commitment
---- ----- ------------
1. Xxxxx Fargo Bank Arizona, National Association 50.0% $ 50,000,000
2. California Bank & Trust 50.0% $ 50,000,000
Maximum Commitment 100% $100,000,000
Addresses
1. XXXXX FARGO BANK ARIZONA, NATIONAL ASSOCIATION
000 Xxxx Xxxxxxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Regional Real Estate Group, MAC S4101-110
2. CALIFORNIA BANK & TRUST
00000 Xx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxx, Esq.
with a copy to:
CB&T REAL ESTATE FINANCE
0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxx
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