Exhibit 10.2
AMENDMENT NO. 1
TO
MASTER TRANSACTION AGREEMENT
This AMENDMENT NO. 1 TO THE MASTER TRANSACTION AGREEMENT (the "AMENDMENT") is
made as of June 27, 2002, by and among MERITAGE CORPORATION, a Maryland
corporation ("MERITAGE or PARENT"); MTH HOMES-TEXAS, L.P., a Texas limited
partnership ("BUYER"); CRYSTAL CITY LAND & CATTLE, LTD., a Texas limited
partnership ("Crystal City"); ▇▇▇▇▇▇▇▇ HOMES, LTD., a Texas limited partnership
("▇▇▇▇▇▇▇▇ HOMES," and collectively with Crystal City, the "SELLER"); ▇▇▇▇▇▇▇▇
HOMES I, LLC, a Texas limited liability company ("▇▇▇▇▇▇▇▇ ▇▇"); CRYSTAL CITY I,
LLC, a Texas limited liability company ("CRYSTAL GP," and collectively with
▇▇▇▇▇▇▇▇ ▇▇, the "GENERAL PARTNERS"); and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, an individual
("▇▇▇▇▇▇▇▇"). Collectively, Seller, General Partners, and ▇▇▇▇▇▇▇▇ will be
referred to herein as "SELLING Parties."
RECITALS
Parent, Buyer, and Selling Parties are parties to a certain Master
Transaction, dated as of June 12, 2002 (the "MASTER AGREEMENT").
Parent, Buyer, and Selling Parties desire to revise certain terms of the
Master Agreement, and all acknowledge and agree that modification of the Master
Agreement is in each of their best interests and is made for good and valuable
consideration, the adequacy of which is hereby acknowledged.
Except as expressly provided in this Amendment, the Master Agreement will
remain unchanged and in full force and effect; however, nothing contained in the
Master Agreement will have the effect of preventing or limiting, in any way, the
terms of this Amendment. Furthermore, if any conflict arises between the terms
of this Amendment and the terms of the Master Agreement, this Amendment will
govern as to the conflicting terms.
The parties agree to amend Section 2.3 of the Master Agreement to add the
following:
F. Limited Partnership interests of Crystal City Land & Cattle Ltd. In
Gleannloch Lot, Ltd., Ashford ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇., ▇▇
▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇., ▇▇ Development Company Ltd., and
▇▇▇▇▇ R Development Ltd., a Texas limited partnerships.
G. General Partnership interests of CCLC Development LLC in Gleannloch
Lot Ltd., Ashford ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇ ▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇., ▇▇ Development Company Ltd., and ▇▇▇▇▇ R Development Ltd.
1
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
on the date first written above by their respective officers thereunder duly
authorized.
MERITAGE CORPORATION,
a Maryland corporation
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
By: ▇▇▇▇▇ ▇. ▇▇▇▇
Its: Chief Financial Officer
MTH HOMES-TEXAS, L.P.,
a Texas limited partnership
By: MTH-Texas ▇▇ ▇▇, Inc., an Arizona corporation
Its: General Partner
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
By: ▇▇▇▇▇ ▇. ▇▇▇▇
Its: Vice President
▇▇▇▇▇▇▇▇ HOMES, LTD.,
a Texas limited partnership
By: ▇▇▇▇▇▇▇▇ Homes I, LLC, a Texas limited
liability company
Its: General Partner
By: ▇▇▇▇▇▇▇▇ Management Trust
Its: sole Member
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Trustee
[SIGNATURE PAGE TO AMENDMENT]
-2-
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
on the date first written above by their respective officers thereunder duly
authorized.
▇▇▇▇▇▇▇▇ HOMES I, LLC,
a Texas limited liability company
By: ▇▇▇▇▇▇▇▇ Management Trust
Its: sole Member
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Trustee
CRYSTAL CITY LAND & CATTLE, LTD.,
a Texas limited partnership
By: Crystal City I, LLC, a Texas limited
liability company
Its: General Partner
By: ▇▇▇▇▇▇▇▇ Management Trust
Its: sole Member
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Trustee
CRYSTAL CITY I, LLC,
a Texas limited liability company
By: ▇▇▇▇▇▇▇▇ Management Trust
Its: sole Member
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Trustee
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------------
[SIGNATURE PAGE TO AMENDMENT]
-3-
