Maryland		1531		86-0611231
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Larry W. Seay Chief Financial Officer and Vice President — Finance 8501 East Princess Drive, Suite 290 Scottsdale, Arizona 85255 (480) 609-3330 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)		Copies to: Steven D. Pidgeon Jeffrey E. Beck Snell & Wilmer L.L.P. One Arizona Center 400 East Van Buren Street Phoenix, Arizona 85004 (602) 382-6000

				Proposed Maximum		Proposed Maximum		Amount of
Title of Each Class of		Amount To Be		Offering Price Per		Aggregate		Registration
Securities To Be Registered		Registered		Note(1)		Offering Price(1)		Fee
61/4% Senior Notes due 2015		$350,000,000		100%		$350,000,000		$41,195
Guarantees of 61/4% Senior Notes due 2015		$350,000,000		(2)		(2)		(2)

(1)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933.
(2)	In accordance with Rule 457(m), no separate fee for the registration of the guarantees is required

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		State or Other
		Jurisdiction of
Name of Each Co-Registrant		Incorporation or				I.R.S. Employer
as Specified in Its Charter		Organization				Identification No.
Monterey Homes Arizona, Inc.			Arizona				86-0861526
Meritage Paseo Crossing, LLC			Arizona				86-1006497
Monterey Homes Construction, Inc.			Arizona				86-0863537
Meritage Paseo Construction, LLC			Arizona				86-0863537
Meritage Homes of Arizona, Inc.			Arizona				86-1028848
Meritage Homes Construction, Inc.			Arizona				86-1028847
MTH-Texas GP, Inc.			Arizona				86-0875148
MTH-Texas LP, Inc.			Arizona				86-0875147
Legacy/ Monterey Homes L.P.			Arizona				91-1832213
Meritage Homes of California, Inc.			California				86-0917765
Legacy Operating Company, L.P.			Texas				75-2929259
MTH-Texas GP II, Inc.			Arizona				04-3685852
MTH-Texas LP II, Inc.			Arizona				01-0716144
MTH-Homes Nevada, Inc.			Arizona				43-1976353
Meritage Holdings, L.L.C.			Texas				91-1832213
Hulen Park Venture, LLC			Texas				75-2771799
MTH Homes-Texas, L.P.			Texas				02-0618083
MTH-Cavalier, LLC			Arizona				86-0863537
MTH Golf, LLC			Arizona				56-2379206
Legacy-Hammonds Materials, L.P.			Texas				20-0145900
Meritage Homes of Colorado, Inc.			Arizona				20-1091787
Meritage Homes of Florida, Inc.			Arizona				20-1861564

(1)	The address, including zip code, and telephone number, including area code, of each co-registrant is 8501 East Princess Drive, Suite 290, Scottsdale, Arizona 85255, (480) 609-3330.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.

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		Page
Prospectus Summary			1
Risk Factors			13
Use of Proceeds			21
Capitalization			22
Selected Historical Financial Data			23
Description of Certain Indebtedness			27
Description of the Exchange Notes			29
The Exchange Offer			67
United States Federal Income Tax Considerations			75
Plan of Distribution			81
Legal Matters			81
Experts			81
Available Information			82
Incorporation of Certain Information by Reference			82
Subsidiary Guarantors and Financial Statements			83

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	•	it does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments,
	•	it does not reflect changes in, or cash requirements for, our working capital needs,
	•	it does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt,
	•	it does not reflect any cash income taxes we may be required to pay,
	•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and this measure does not reflect any cash requirements for such replacements,
	•	it is not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows, and
	•	other companies in our industry may calculate this measure differently than we do, which limits its usefulness as a comparative measure.

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The Exchange Offer		We are offering to exchange $350 million aggregate principal amount of our 61/4% senior registered notes due 2015 for the identical aggregate principal amount of our outstanding unregistered 61/4% senior notes due 2015. At the date of this prospectus, $350 million principal amount of outstanding notes are outstanding. See “The Exchange Offer — Terms of the Exchange Offer.”
Expiration of the Exchange Offer		5:00 p.m., New York, time, on                     2005, unless the exchange offer is extended (the day on which the exchange offer expires being the expiration date). See “The Exchange Offer — Expiration Date; Extension; Termination; Amendments.”
Conditions of the Exchange Offer		The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered for exchange. However, the exchange offer is subject to certain customary conditions, which we may waive. See “The Exchange Offer — Conditions of the Exchange Offer.”
Accrued Interest on the Outstanding Notes		The exchange notes will bear interest at the rate of 61/4% per annum from and including their date of issuance. When the first interest payment is made with regard to the exchange notes, we will also pay interest on the outstanding notes which are exchanged, from the date they were issued or the most recent interest date on which interest had been paid (if applicable) to, but not including, the day the exchange notes are issued. Interest on the outstanding notes which are exchanged will cease to accrue on the day prior to the day on which the exchange notes are issued. The interest rate on the outstanding notes may increase under certain circumstances if we are not in compliance with our obligations under the registration rights agreement. See “Description of the Exchange Notes.”
Procedures for Tendering the Outstanding Notes		A holder of outstanding notes who wishes to accept the exchange offer must complete, sign and date a letter of transmittal, or a facsimile of one, in accordance with the instructions contained under the “The Exchange Offer — Procedures for Tendering” and in the letter of transmittal, and deliver the letter of transmittal, or facsimile, together with the outstanding notes and any other required documentation to the exchange agent at the address set forth in “The Exchange Offer — Exchange Agent.” Outstanding notes may be delivered physically or by confirmation of book-entry delivery of the outstanding notes to the exchange agent’s account at The Depository Trust Company. By executing a letter of transmittal, a holder will represent to us that, among other things, the person acquiring the outstanding notes will be doing so in the ordinary course of the person’s business, whether or not the person is the holder, that neither the holder nor any other person is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, the distribution of the exchange notes and that neither the holder nor any such other person is an “affiliate,” as defined under

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		Rule 405 of the Securities Act, of ours. Each broker or dealer that receives exchange notes for its own account in exchange for outstanding notes which were acquired by the broker or dealer as a result of market-making activities or other trade activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “The Exchange Offer — Procedures for Tendering.”
Guaranteed Delivery Procedures		Eligible holders of outstanding notes who wish to tender their outstanding notes and (1) whose outstanding notes are not immediately available or (2) who cannot deliver their outstanding notes or any other documents required by the letter of transmittal to the exchange agent prior to the expiration date (or complete the procedure for book-entry transfer on a timely basis), may tender their outstanding notes according to the guaranteed delivery procedures described in the letter of transmittal. See “The Exchange Offer — Guaranteed Delivery Procedures.”
Acceptance of the Outstanding Notes and Delivery of the Exchange Notes		Upon satisfaction or waiver of all conditions to the exchange offer, we will accept any and all outstanding notes that are properly tendered in response to the exchange offer prior to 5:00 p.m., New York Time, on the expiration date. The exchange notes issued pursuant to the exchange offer will be delivered promptly after expiration of the exchange offer. See “The Exchange Offer — Procedures for Tendering.”
Withdrawal Rights		Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York Time, on the expiration date. See “The Exchange Offer — Withdrawal of Tenders.”
The Exchange Agent		Wells Fargo Bank, National Association is the exchange agent. The address and telephone number of the exchange agent are set forth in “The Exchange Offer — Exchange Agent.”
Fees and Expenses		We will bear all expenses incident to our consummation of the exchange offer and compliance with the registration rights agreement. We will also pay any transfer taxes which are applicable to the exchange offer (but not transfer taxes due to transfers of outstanding notes or exchange notes by the holder). See “The Exchange Offer — Fees and Expenses.”
Resales of the Exchange Notes		Based on interpretations by the staff of the SEC set forth in no-action letters issued to persons unrelated to us, we believe exchange notes issued pursuant to the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by the holder (other than (1) a broker-dealer who purchased the outstanding notes directly from us for resale pursuant to Rule 144A under the Securities Act or another exemption under the Securities Act or (2) a person that is an affiliate of ours, as that term is defined in Rule 405 under the Securities Act), without registration or the need to deliver a prospectus under the Securities Act, provided that the holder is acquiring the exchange notes in the ordinary course of business and is not participating, and has no arrangement or understand-

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		ing with any person to participate, in a distribution of the exchange notes. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes which outstanding notes were acquired by the broker as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “The Exchange Offer — Purposes and Effects.”
Federal Income Tax Consequences		The exchange offer will not be treated as a taxable event for United States federal income tax purposes. See “United States Federal Income Tax Considerations.”

Issuer		Meritage Homes Corporation.
Securities Offered		$350 million aggregate principal amount of 61/4% senior notes due 2015 that have been registered under the Securities Act. The form and terms of the exchange notes are identical in all material respects to the form and terms of the outstanding notes for which they may be exchanged pursuant to the exchange offer, except for certain transfer restrictions and registration rights relating to the outstanding notes and except for certain provisions providing for an increase in the interest rate on the outstanding notes under circumstances relating to the exchange offer. Unless the context otherwise requires, the outstanding notes and the exchange notes are sometimes referred to in this prospectus as the “notes.”
Maturity Date		March 15, 2015.
Interest		The notes will accrue interest from the date of their issuance at the rate of 61/4% per year. Interest on the exchange notes will be payable semi-annually in arrears on each March 15 and September 15 commencing on September 15, 2005.
		In connection with the issuance of the outstanding notes on March 10, 2005, we and the guarantors agreed to:
		•    file a registration statement to enable holders of the notes to exchange the notes for registered notes within 75 days of the original issue date of the outstanding notes, or by May 24, 2005;
		•    use our respective reasonable best efforts to cause the registration statement to become effective under the Securities Act within 150 days following the original issue date of the outstanding notes, or by August 7, 2005; and

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		•    use our respective reasonable best efforts to complete the exchange offer within 180 days after the original issue date of the outstanding notes, or by September 6, 2005.
		If we do not comply with these obligations (a “registration default”), we will be required to pay liquidated damages to the holders of the notes in the form of higher interest rates. Upon the occurrence of a registration default, the interest rate borne by the notes will be increased by 0.25% per annum and will continue to increase by 0.25% each 90 day period that the liquidated damages continue to accrue, up to a maximum of 1.00% per annum. After we cure the registration default, the accrual of liquidated damages will stop and the interest rate will revert to the original rate.
Optional Redemption		We may redeem the notes, in whole or in part, at any time on or after March 15, 2010, at a redemption price equal to the principal amount plus a premium declining ratably to par, plus accrued and unpaid interest.
		In addition, at any time prior to March 15, 2008, we may redeem up to 35% of the aggregate principal amount of the notes issued under the indenture with the net cash proceeds of one or more qualified equity offerings at a redemption price equal to 106.250% of the principal amount thereof, plus accrued and unpaid interest, provided that:
		•    at least 65% of the aggregate principal amount of the notes issued under the indenture remains outstanding immediately after the occurrence of such redemption; and
		•    such redemption occurs within 90 days of the date of the closing of any such equity offering.
Change of Control		If we experience a change of control and a rating decline, we may be required to offer to purchase the notes offered by this prospectus and the outstanding notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest.
Ranking and Guarantees		The notes are our senior unsecured obligations. All of our existing subsidiaries (other than our two mortgage broker subsidiaries) and certain of our future subsidiaries guarantee the notes on a senior unsecured basis.
		The notes rank equally with all of our and our guarantors’ existing and future senior unsecured debt.
		The notes rank senior to all of our and our guarantors’ debt that is expressly subordinated to the notes, but are effectively subordinated to all of our and our guarantors’ senior secured indebtedness to the extent of the value of the assets securing that indebtedness.
Restrictive Covenants		The indenture governing the notes contains covenants that, among other things, limit our ability and the ability of our subsidiaries to:
		• incur additional indebtedness or liens;

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		• pay dividends or make other distributions or repurchase or redeem our stock;
		• make investments;
		• sell assets;
		• enter into agreements restricting our subsidiaries’ ability to pay dividends;
		• enter into transactions with affiliates; and
		• consolidate, merge or sell all or substantially all of our assets.
		These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of the Exchange Notes” in this prospectus.
Covenant Suspension		At any time when the notes are rated investment grade by both Moody’s and S&P and no default or event of default has occurred and is continuing under the indenture, we and our subsidiaries will not be subject to many of the foregoing covenants. See “Description of the Notes — Suspension Period.”
Absence of a Public Market		The exchange notes will be a new issue of securities and there is currently no established market for them. Accordingly, there can be no assurance as to the development or liquidity of any market for the notes or, if issued, the exchange notes. The outstanding notes are eligible for trading in The Portal Market.
Use of Proceeds		We will receive no proceeds from the exchange of the exchange notes for the outstanding notes pursuant to the exchange offer. The proceeds we received from the issuance of the outstanding notes were used to repurchase approximately $276.8 million of our outstanding 93/4% senior notes due 2011 plus tender offer consideration and consent payments totaling approximately $32.9 million pursuant to an offer to purchase and consent solicitation. We used the remaining proceeds to repay a portion of our unsecured credit facility. See “Use of Proceeds.”
Trustee		Wells Fargo Bank, National Association.

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			Years Ended December 31,
			2004				2003(1)				2002(1)
			(Dollars in thousands)
Statement of Earnings Data:
Total closing revenue			$	2,040,004			$	1,471,001			$	1,119,817
Total cost of closings				(1,631,534	)			(1,178,484	)			(904,921	)
	Gross profit			408,470				292,517				214,896
Commissions and other sales costs				(116,527	)			(92,904	)			(65,291	)
General and administrative expenses				(79,257	)			(53,929	)			(41,496	)
Other income, net				12,072				5,776				5,435
Earnings before provision for income taxes				224,758				151,460				113,544
Provision for income taxes				(85,790	)			(57,054	)			(43,607	)
	Net earnings		$	138,968			$	94,406			$	69,937
Other Data:
Gross profit margin(6)				20.0	%			19.9	%			19.2	%
Interest amortized to cost of home closings and interest expense			$	32,228			$	22,287			$	19,259
Depreciation and amortization				13,233				8,536				6,780
Interest incurred and capitalized(2)				38,855				26,580				19,294
Net cash provided by (used in) operating activities				60,171				(50,302	)			1,050
Net cash (used in) investing activities				(81,804	)			(35,812	)			(149,691	)
Net cash provided by financing activities				64,710				84,313				151,858
EBITDA(3)(6)				270,219				182,283				139,583
EBITDA margin(4)(6)				13.2	%			12.4	%			12.5	%
Ratio of EBITDA to interest incurred(6)				6.95	x			6.86	x			7.23	x
Ratio of total debt to EBITDA(6)				1.74	x			1.93	x			1.90	x
Ratio of earnings to fixed charges(5)(6)				5.9	x			5.6	x			5.8	x

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		At December 31,
		2004				2003(1)				2002(1)
		(Dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents		$	47,876			$	4,799			$	6,600
Real estate			867,218				678,011				484,970
Total assets			1,265,394				954,539				691,788
Notes and loans payable and other borrowings			471,415				351,491				264,927
Stockholders’ equity			522,555				411,895				317,308

(1)	Historically, the construction costs and related debt associated with model homes which are owned and leased to us by others that we use to market our communities were not included in our balance sheet. In January 2005 we determined that the costs and related debt associated with these models are required to be included as assets and liabilities, respectively, on our balance sheet and that the lease payments needed to be recharacterized as interest and that such interest should be capitalized and allocated to cost of sales. As a result, we restated our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2004 and September 30, 2004. We have determined that the effect on our year-end financial statements for 2003 and prior and the quarter ended March 31, 2004 is immaterial.
(2)	Interest incurred is the amount of interest paid and accrued (whether expensed or capitalized) during such period, including debt-related fees and amortization of deferred financing costs.
(3)	EBITDA represents net earnings before interest expense, interest amortized to cost of sales, income taxes, depreciation and amortization. EBITDA is a non-GAAP financial measure. A non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of earnings, balance sheet, or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. We have provided below a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure. EBITDA is presented here because it is used by management to analyze and compare Meritage with other homebuilding companies on the basis of operating performance and we believe it is a financial measure widely used by investors and analysts in the homebuilding industry. EBITDA as presented may not be comparable to similarly titled measures reported by other companies because not all companies calculate EBITDA in an identical manner and, therefore, it is not necessarily an accurate means of comparison between companies. EBITDA is not intended to represent cash flows for the period or funds available for management’s discretionary use nor has it been presented as an alternative to operating income or earnings or as an indicator of operating performance and it should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles in the United States of America.

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			Years Ended December 31,
			2004				2003				2002
			(Unaudited)
			(Dollars in thousands)
Net earnings			$	138,968			$	94,406			$	69,937
Plus:
	Income taxes			85,790				57,054				43,607
	Interest			32,228				22,287				19,259
	Depreciation and amortization			13,233				8,536				6,780
	EBITDA		$	270,219			$	182,283			$	139,583

(4)	EBITDA margin is calculated by dividing EBITDA by total closing revenue.
(5)	For purposes of computing the ratio of earnings to fixed charges, “earnings” consist of income before income taxes plus fixed charges less capitalized interest. “Fixed charges” consist of interest expense including amortization of deferred debt expense, one-half of rent expense, which is deemed to be representative of an interest factor, and capitalized interest.
(6)	EBITDA and operating ratios are unaudited.

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					Years Ended December 31,
					2004				2003				2002
					(Unaudited, except total home
					closing revenue dollar amounts)
					(Dollars in thousands)
Home Closing Revenue
Total
	Dollars				$	2,015,742			$	1,461,981			$	1,112,439
	Homes closed					7,254				5,642				4,574
	Average sales price				$	277.9			$	259.1			$	243.2
		Texas
			Dollars		$	681,099			$	577,330			$	387,264
			Homes closed			3,152				2,828				2,090
			Average sales price		$	216.1			$	204.1			$	185.3
		Arizona
			Dollars		$	585,743			$	415,709			$	445,275
			Homes closed			2,331				1,515				1,735
			Average sales price		$	251.3			$	274.4			$	256.6
		California
			Dollars		$	628,324			$	334,677			$	245,640
			Homes closed			1,367				735				594
			Average sales price		$	459.6			$	455.3			$	413.5
		Nevada
			Dollars		$	120,576			$	134,265			$	34,260
			Homes closed			404				564				155
			Average sales price		$	298.5			$	238.1			$	221.0

					Years Ended December 31,
					2004				2003				2002
					(Unaudited)
					(Dollars in thousands)
Home Orders
Total
	Dollars				$	2,604,948			$	1,634,988			$	1,161,899
	Homes ordered					9,007				6,152				4,504
	Average sales price				$	289.2			$	265.8			$	258.0
		Texas
			Dollars		$	752,770			$	599,850			$	417,158
			Homes ordered			3,518				2,862				2,134
			Average sales price		$	214.0			$	209.6			$	195.5

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			Years Ended December 31,
			2004				2003				2002
			(Unaudited)
			(Dollars in thousands)
Arizona
	Dollars		$	884,771			$	509,913			$	383,445
	Homes ordered			3,490				1,881				1,425
	Average sales price		$	253.5			$	271.1			$	269.1
California
	Dollars		$	821,266			$	375,105			$	329,252
	Homes ordered			1,582				807				794
	Average sales price		$	519.1			$	464.8			$	414.7
Nevada
	Dollars		$	146,141			$	150,120			$	32,044
	Homes ordered			417				602				151
	Average sales price		$	350.5			$	249.4			$	212.2

					At December 31,
					2004				2003				2002
					(Unaudited)
					(Dollars in thousands)
Order Backlog
Total
	Dollars				$	1,320,951			$	710,771			$	537,764
	Homes in backlog					4,408				2,580				2,070
	Average sales price				$	299.7			$	275.5			$	259.8
		Texas
			Dollars		$	313,090			$	241,419			$	218,899
			Homes in backlog			1,485				1,119				1,085
			Average sales price		$	210.8			$	215.7			$	201.8
		Arizona
			Dollars		$	537,387			$	238,359			$	144,155
			Homes in backlog			1,991				832				466
			Average sales price		$	269.9			$	286.5			$	309.3
		California
			Dollars		$	391,271			$	177,355			$	136,927
			Homes in backlog			695				405				333
			Average sales price		$	563.0			$	437.9			$	411.2
		Nevada
			Dollars		$	79,203			$	53,638			$	37,783
			Homes in backlog			237				224				186
			Average sales price		$	334.2			$	239.5			$	203.1

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	Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations on the notes.

	•	our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired;
	•	we must use a substantial portion of our cash flow from operations to pay interest and principal on the notes and other indebtedness, which will reduce the funds available to us for other purposes such as capital expenditures;
	•	we have a higher level of indebtedness than some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in planning for, or responding to, changing conditions in our industry, including increased competition; and
	•	we are more vulnerable to economic downturns and adverse developments in our business.

	The indenture governing the notes offered hereby, the indenture governing our 7% senior notes due 2014 and our senior unsecured credit facility impose significant operating and financial restrictions, which may prevent us from capitalizing on business opportunities and taking some corporate actions.

	•	incur additional indebtedness or liens;
	•	pay dividends or make other distributions;
	•	repurchase our stock;
	•	make investments;

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	•	sell assets;
	•	enter into agreements restricting our subsidiaries’ ability to pay dividends;
	•	enter into transactions with affiliates; and
	•	consolidate, merge or sell all or substantially all of our assets.

	We may not be able to satisfy our obligations to holders of the notes upon a change of control triggering event.

	There is uncertainty about the meaning of the phrase “all or substantially all” under applicable laws in connection with determining whether a change of control has occurred.

	We could enter into transactions that would not constitute a change of control giving rise to an obligation to repurchase the notes, but that could increase the amount of our indebtedness outstanding.

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	The guarantees may be voided under specific legal circumstances.

	•	it issued the guarantee to delay, hinder or defraud present or future creditors; or
	•	it received less than reasonably equivalent value or fair consideration for issuing the guarantee at the time it issued the guarantee and:

	•	it was insolvent or rendered insolvent by reason of issuing the guarantee; or
	•	it was engaged, or about to engage, in a business or transaction for which its remaining unencumbered assets constituted unreasonably small capital to carry on its business; or
	•	it intended to incur, or believed that it would incur, debts beyond its ability to pay as they mature;

	•	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
	•	it could not pay its debts as they become due.

	•	were solvent after issuing the guarantees;

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	•	will have sufficient capital for carrying on the business we intend to conduct after this offering is completed; and
	•	will be able to service their debts as they come due.

	There is no established trading market for the exchange notes and you may not be able to sell the notes quickly or at the price that you paid.

	•	our operating performance and financial condition;
	•	our ability to complete the offer to exchange the notes for the exchange notes;
	•	the interest of securities dealers in making a market; and
	•	the market for similar securities.

	There may be adverse consequences to holders of outstanding notes that do not tender their outstanding notes pursuant to the exchange offer.

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	The integration of Colonial Homes may present challenges.

	We may not achieve the anticipated benefits from the acquisition.

	Colonial Homes is engaged in the construction and sale of condominiums.

	Increases in interest rates and the unavailability of mortgage financing can adversely affect housing demand.

	We may continue to consider growth or expansion of our operations which could have a material adverse effect on our cash flows or profitability.

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	We depend on the continued availability and satisfactory performance of our subcontractors which, if unavailable, could have a material adverse effect on our business.

	We are dependent on the services of certain key employees and the loss of their services could harm our business.

	Our limited geographic diversification could adversely affect us if the homebuilding industry in our current markets should decline.

	We face reduced coverages and increased costs of insurance.

	Our business and operating results could be adversely affected by natural disasters.

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	Our future operating results may be adversely impacted by high inflation.

	We are subject to construction defect and home warranty claims arising in the ordinary course of business which could lead to additional reserves or expenses that may adversely affect our business.

	We recently reported that we had identified a material weakness in our system of internal controls and that as of December 31, 2004 our internal control over financial reporting was not effective.

	As a participant in the homebuilding industry we are subject to its fluctuating cycles and other risks that can negatively affect the demand for, cost of, and pricing of our homes.

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	We experience fluctuations and variability in our operating results on a quarterly basis and, as a result, our historical performance may not be a meaningful indicator of future results.

	•	timing of home deliveries and land sales;
	•	our ability to acquire additional land or options for additional land on acceptable terms;
	•	conditions of the real estate market in areas where we operate and of the general economy;
	•	the cyclical nature of the homebuilding industry, changes in prevailing interest rates and the availability of mortgage financing;
	•	costs and availability of materials and labor; and
	•	delays in construction schedules due to strikes, adverse weather, acts of God, reduced subcontractor availability and governmental restrictions.

	If we are unable to successfully compete in the highly competitive homebuilding industry, our financial results and growth could suffer.

	We are subject to extensive government regulation that could cause us to incur significant liabilities or restrict our business activities.

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	Acts of war may seriously harm our business.

	This prospectus includes forward-looking statements and there are a number of risks and uncertainties that could cause our actual results to differ materially from these forward-looking statements.

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					At February 28, 2005
									As Adjusted for
									Notes Offered,
									Tender Offer and
					Actual				Shares Offered
					(Unaudited)
					(Dollars in thousands,
					except per share amounts)
Cash and equivalents					$	22,251			$	29,512
Total debt:
	Senior unsecured credit facility				$	89,500			$	—
	93/4% senior notes due 2011					286,734				3,297
	7% senior notes due 2014					130,081				130,081
	61/4% senior notes due 2015 offered hereby(1)					—				348,250
	Other borrowings					57,935				57,935
		Total debt			$	564,250			$	539,563
Stockholders’ equity:
	Common stock, par value $.01 per share				$	315			$	325	(2)
	Additional paid-in capital					210,124				279,714	(2)
	Retained earnings					400,288				380,927	(3)
	Treasury stock at cost, 5,704,452 shares					(68,973	)			(68,973	)
		Total stockholders’ equity				541,754				591,993
			Total capitalization		$	1,106,004			$	1,131,556

	(1)	Includes $350.0 million in aggregate principal amount of the notes offered hereby less a discount of $1.75 million.
	(2)	Reflects the issuance of 1,035,000 shares of common stock at a price of $70.35, net of commissions and other costs of approximately $3.21 million.
	(3)	Reflects a reduction in retained earnings resulting from the net effect of the following:

Tender premium and commissions			$	(32,874	)
Accretion of existing note premium and write-off of existing note offering costs				1,760
Legal, printing and other costs relating to the tender offer				(200	)
Tax effect of above adjustments				11,953
	Total		$	(19,361	)

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				Years Ended December 31,
				2004				2003(1)				2002(1)				2001(1)				2000(1)
				(Dollars in thousands)
Statement of Earnings Data:
	Total closing revenue			$	2,040,004			$	1,471,001			$	1,119,817			$	744,174			$	520,467
	Total cost of closings				(1,631,534	)			(1,178,484	)			(904,921	)			(586,914	)			(415,649	)
		Gross profit			408,470				292,517				214,896				157,260				104,818
	Commissions and other sales costs				(116,527	)			(92,904	)			(65,291	)			(41,085	)			(28,680	)
	General and administrative expenses(2)				(79,257	)			(53,929	)			(41,496	)			(36,105	)			(21,215	)
	Other income, net				12,072				5,776				5,435				2,884				1,847
	Interest expense				—				—				—				—				(8	)
	Earnings before provision for income taxes				224,758				151,460				113,544				82,954				56,762
	Provision for income taxes(2)				(85,790	)			(57,054	)			(43,607	)			(32,295	)			(21,000	)
		Net earnings		$	138,968			$	94,406			$	69,937			$	50,659			$	35,762
Earnings per common share(3)
	Basic			$	5.33			$	3.62			$	2.82			$	2.39			$	1.73
	Diluted			$	5.03			$	3.42			$	2.66			$	2.15			$	1.57

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			Years Ended December 31,
			2004				2003(1)				2002(1)				2001(1)				2000(1)
			(Dollars in thousands)
Other Financial Data:
	Gross profit margin(8)			20.0	%			19.9	%			19.2	%			21.1	%			20.1	%
	Interest amortized to cost of home closings and interest expense		$	32,228			$	22,287			$	19,259			$	13,303			$	9,179
	Depreciation and amortization			13,233				8,536				6,780				5,741				3,407
	Interest incurred and capitalized(4)			38,855				26,580				19,294				16,623				10,634
	Net cash provided by (used in) operating activities			60,171				(50,302	)			1,050				(16,411	)			6,252
	Net cash (used in) investing activities			(81,804	)			(35,812	)			(149,691	)			(76,465	)			(8,175	)
	Net cash provided by (used in) financing activities			64,710				84,313				151,858				91,862				(7,102	)
	EBITDA(5)(8)			270,219				182,283				139,583				101,998				69,348
	EBITDA margin(6)(8)			13.2	%			12.4	%			12.5	%			13.7	%			13.3	%
	Ratio of EBITDA to interest incurred(8)			6.95	x			6.86	x			7.23	x			6.14	x			6.52	x
	Ratio of total debt to EBITDA(8)			1.74	x			1.93	x			1.90	x			1.74	x			1.24	x
	Ratio of earnings to fixed charges(7)(8)			5.9	x			5.6	x			5.8	x			5.4	x			5.8	x
Operating Data(8):
	Homes closed			7,254				5,642				4,574				3,270				2,227
	Homes ordered			9,007				6,152				4,504				3,016				2,480
	Average sales price of homes closed		$	277.9			$	259.1			$	243.2			$	227.1			$	231.4
	Average sales price of homes ordered		$	289.2			$	265.8			$	258.0			$	232.1			$	243.7
	Backlog at end of period		$	1,320,951			$	710,771			$	537,764			$	374,951			$	309,901
	Backlog at end of period (homes)			4,408				2,580				2,070				1,602				1,246

			At December 31,
			2004				2003(1)				2002(1)				2001(1)				2000(1)
			(Dollars in thousands)
Balance Sheet Data:
	Cash and cash equivalents		$	47,876			$	4,799			$	6,600			$	3,383			$	4,397
	Real estate			867,218				678,011				484,970				330,238				211,307
	Total assets			1,265,394				954,539				691,788				436,715				267,075
	Notes and loans payable and other borrowings			471,415				351,491				264,927				177,561				86,152
	Stockholders’ equity			522,555				411,895				317,308				176,587				121,099

(1)	Historically, the construction costs and related debt associated with model homes which are owned and leased to us by others that we use to market our communities were not included in our balance

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sheets. In January 2005 we determined that the costs associated with these models and the related debt are required to be included as assets and liabilities, respectively, on our balance sheet and that the lease payments needed to be recharacterized as interest and that such interest should be capitalized and allocated to cost of sales. As a result, we restated our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2004 and September 30, 2004. We have determined that the effect on our year-end financial statements for 2003 and prior and the quarter ended March 31, 2004 is immaterial.

(2)	2001 earnings include a $383 loss related to the net effect of early extinguishments of long-term debt. Previously this amount, net of the tax effect of $149 was reported as an extraordinary item. We have reclassified this loss as general and administrative expense and income tax benefit, respectively, to conform to the requirements of SFAS 145, which was effective for fiscal years beginning after May 15, 2002.
(3)	2000-2001 amounts have been adjusted to reflect a 2-for-1 stock split in the form of a stock dividend that occurred in April 2002 and all amounts have been adjusted to reflect a 2-for-1 stock split in the form of a stock dividend that occurred in January 2005.
(4)	Interest incurred is the amount of interest paid and accrued (whether expensed or capitalized) during such period, including debt-related fees and amortization of deferred financing costs.
(5)	EBITDA represents net earnings before interest expense, interest amortized to cost of sales, income taxes, depreciation and amortization. EBITDA is a non-GAAP financial measure. A non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of earnings, balance sheet, or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. We have provided below a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure.

			Years Ended December 31,
			2004				2003				2002				2001				2000
			(Unaudited)
			(Dollars in thousands)
Net earnings			$	138,968			$	94,406			$	69,937			$	50,659			$	35,762
Plus:
	Income taxes			85,790				57,054				43,607				32,295				21,000
	Interest			32,228				22,287				19,259				13,303				9,179
	Depreciation and amortization			13,233				8,536				6,780				5,741				3,407
	EBITDA		$	270,219			$	182,283			$	139,583			$	101,998			$	69,348

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(6)	EBITDA margin is calculated by dividing EBITDA by total closing revenue.
(7)	For purposes of computing the ratio of earnings to fixed charges, “earnings” consist of income before income taxes plus fixed charges less capitalized interest. “Fixed charges” consist of interest expense including amortization of deferred debt expense, one-half of rent expense, which is deemed to be representative of an interest factor, and capitalized interest.
(8)	EBITDA, operating data and operating ratios are unaudited.

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	•	requiring us to maintain tangible net worth of at least $225 million plus 50% of net income earned since January 1, 2004 plus 75% of the aggregate net increase in tangible net worth resulting from the sale of capital stock and other equity interests (as defined);
	•	prohibiting our ratio of indebtedness (including accrued expenses) to tangible net worth from being greater than 2.25 to 1;
	•	requiring us to maintain a ratio of EBITDA (including interest amortized to cost of sales) to interest incurred (as defined) of at least 2.0 to 1;
	•	prohibiting the net book value of our land and lots where construction of a home has not commenced to exceed 125% of tangible net worth and prohibiting the net book value of our raw land where grading or infrastructure improvements have not begun to exceed 20% of tangible net worth;
	•	limiting the number of unsold housing units and model units that we may have in our inventory at the end of any fiscal quarter as follows:

	(i)	unsold homes cannot exceed 25% of the number of home closings within the four fiscal quarters ending on such date; and
	(ii)	model homes cannot exceed 10% of the number of home closings within the four fiscal quarters ending on such date; and

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	•	prohibiting us from entering into any sale and leaseback transaction, excluding the sale and leaseback of model homes and prohibiting us from creating or incurring any off-balance sheet liability. For purposes of our credit facility, off-balance sheet liabilities include:

	(i)	certain liabilities arising under asset securitization transactions;
	(ii)	monetary obligations under synthetic leases, tax retention or off-balance sheet lease transactions that upon the application of any debtor relief law to us would be characterized as indebtedness;
	(iii)	any other monetary obligation with respect to any transaction which upon the application of any debtor relief law to us would be characterized as indebtedness or which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on our consolidated balance sheet.

	•	limiting the amount of additional indebtedness we can incur unless after giving effect to such additional indebtedness, either (i) our fixed charge coverage ratio would be at least 2.0 to 1.0 or (ii) our ratio of consolidated debt to consolidated tangible net worth would be less than 3.0 to 1.0, provided, however, this limitation does not apply to most types of inter-company indebtedness, purchase money indebtedness up to $15 million, non-recourse indebtedness and other indebtedness up to $15 million;
	•	generally limiting the amount of dividends, redemptions of equity interests and certain investments we can make to $10 million plus (i) 50% of our net income since May 30, 2001 plus (ii) 100% of the net cash proceeds from the sale of qualified equity interests, plus other items and subject to other exceptions;
	•	requiring us to maintain tangible net worth of at least $60 million;
	•	limiting our ability to incur or create certain liens; and
	•	placing limitations on the sale of assets, mergers and consolidations and transactions with affiliates.

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	•	an Unrestricted Subsidiary will not be subject to many of the restrictive covenants in the indenture;
	•	a Subsidiary that has previously been a Guarantor and that is designated an Unrestricted Subsidiary will be released from its note guarantee; and
	•	the assets, income, cash flow and other financial results of an Unrestricted Subsidiary will not be consolidated with those of the Issuer for purposes of calculating compliance with the restrictive covenants contained in the indenture.

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		Optional
		Redemption
Year		Price
2010			103.125%
2011			102.083%
2012			101.042%
2013 and thereafter			100.000%

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	(1) describing the transaction or transactions that constitute the Change of Control;
	(2) offering to purchase, pursuant to the procedures required by the indenture and described in the notice, on a date specified in the notice (which shall be a business day not earlier than 30 days nor later than 60 days from the date the notice is mailed) and for the Change of Control Purchase Price, all Notes properly tendered by such holder pursuant to such change of control offer; and
	(3) describing the procedures that holders must follow to accept the change of control offer. The change of control offer is required to remain open for at least 20 business days or for such longer period as is required by law.

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	(1) the Notes have Investment Grade Ratings by both Rating Agencies; provided that, prior to the assignment of the Investment Grade Ratings, the Issuer has advised the Rating Agencies that the Suspendable Covenants will not apply during the Suspension Period;
	(2) no Default has occurred and is continuing; and
	(3) the Issuer has delivered an officers’ certificate to the Trustee certifying that the conditions set forth in clauses (1) and (2) above are satisfied;

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	(1) Indebtedness of the Issuer and any Restricted Subsidiary under the Credit Facilities in an aggregate amount at any time outstanding (whether incurred under the Ratio Exception or as Permitted Indebtedness) not to exceed the greater of (x) $600.0 million and (y) the amount of the Borrowing Base as of the date of such incurrence;
	(2) the Notes and the note guarantees issued on the Issue Date;
	(3) Indebtedness of the Issuer and the Restricted Subsidiaries to the extent outstanding on the Issue Date (other than Indebtedness referred to in clauses (1) and (2) above, and after giving effect to the intended use of proceeds of the Notes);
	(4) Indebtedness of the Issuer and the Restricted Subsidiaries under Hedging Obligations; provided that (a) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by this covenant, and (b) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate;
	(5) Indebtedness of the Issuer owed to a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to the Issuer or any other Restricted Subsidiary; provided, however, that (a) any Indebtedness of the Issuer owed to a Restricted Subsidiary is unsecured and subordinated, pursuant to a written agreement, to the Issuer’s obligation, under the indenture and the Notes and (b) upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any person other than the Issuer or a Restricted Subsidiary, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (5);
	(6) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Issuer or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed);
	(7) Purchase Money Indebtedness incurred by the Issuer or any Restricted Subsidiary;
	(8) Non-Recourse Indebtedness of the Issuer or any Restricted Subsidiary incurred for the acquisition, development and/or improvement of real property and secured by Liens only on such real property;
	(9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of incurrence;
	(10) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;
	(11) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Ratio Exception or clause (2) or (3) above;
	(12) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed $25.0 million at any time outstanding;

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	(13) obligations for, pledge of assets in respect of, and guarantees of, bond financings of political subdivisions or enterprises thereof in the ordinary course of business; and
	(14) Indebtedness of mortgage lending Subsidiaries under warehouse lines of credit, repurchase agreements and Indebtedness secured by mortgage loans and related assets of mortgage lending Subsidiaries in the ordinary course of a mortgage lending business.

	Limitations on Restricted Payments

	(1) a Default shall have occurred and be continuing or shall occur as a consequence thereof;
	(2) the Issuer cannot incur $1.00 of additional Indebtedness pursuant to the Ratio Exception; or
	(3) the amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after the Measurement Date (other than Restricted Payments made pursuant to clause (2), (3) or (5) of the next paragraph), exceeds the sum (the “Restricted Payments Basket”) of (without duplication):

	(a) 50% of Consolidated Net Income for the period (taken as one accounting period) commencing on the first day of the first full fiscal quarter commencing after the Measurement Date to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit), plus
	(b) 100% of the aggregate net cash proceeds or the fair market value of any assets to be used in a Permitted Business (other than securities) received by the Issuer either (x) as contributions to the common equity of the Issuer after the Measurement Date or (y) from the issuance and sale of Qualified Equity Interests after the Measurement Date, other than to the extent any such proceeds are used to redeem Notes in accordance with the second paragraph under “— Optional Redemption,” plus
	(c) the aggregate amount by which Indebtedness of the Issuer or any Restricted Subsidiary is reduced on the Issuer’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Issuer) subsequent to the Measurement Date into Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Issuer or any Restricted Subsidiary upon such conversion or exchange), plus
	(d) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after the Measurement Date, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus
	(e) upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the fair market value of the Issuer’s proportionate interest in such Subsidiary immediately following such redesignation, and (ii) the aggregate amount of the Issuer’s Investments in such Subsidiary to the extent such Investments reduced the amount available for subsequent

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	Restricted Payments under this clause (3) and were not previously repaid or otherwise reduced, plus
	(f) $25.0 million.

	(1) the payment by the Issuer or any Restricted Subsidiary of any dividend within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of the indenture;
	(2) so long as no Default shall have occurred and be continuing at the time of or as a consequence of such redemption, the redemption of any Equity Interests of the Issuer or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests;
	(3) so long as no Default shall have occurred and be continuing at the time of or as a consequence of such redemption, the redemption of Subordinated Indebtedness of the Issuer or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests or (b) in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under the “Limitations on Additional Indebtedness” covenant and the other terms of the indenture;
	(4) so long as no Default shall have occurred and be continuing at the time of or as a consequence of such redemption, the redemption of Equity Interests of the Issuer held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $2.0 million during any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $4.0 million in any calendar year); or
	(5) repurchases of Equity Interests deemed to occur upon the exercise of stock options if the Equity Interests represents a portion of the exercise price thereof;

	Limitations on dividend and other restrictions affecting restricted subsidiaries

	(a) pay dividends or make any other distributions on or in respect of its Equity Interests;
	(b) make loans or advances or pay any Indebtedness or other obligation owed to the Issuer or any other Restricted Subsidiary; or
	(c) transfer any of its assets to the Issuer or any other Restricted Subsidiary; except for:

	(1) encumbrances or restrictions existing under or by reason of applicable law;
	(2) encumbrances or restrictions existing under the indenture, the Notes and the note guarantees;
	(3) non-assignment provisions of any contract or any lease entered into in the ordinary course of business;

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	(4) encumbrances or restrictions existing under agreements existing on the date of the indenture (including, without limitation, the Credit Facilities) as in effect on that date or on any Reversion Date as in effect on that date;
	(5) restrictions on the transfer of assets subject to any Lien permitted under the indenture imposed by the holder of such Lien;
	(6) restrictions on the transfer of assets imposed under any agreement to sell such assets permitted under the indenture to any person pending the closing of such sale;
	(7) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any person, or the assets of any person, other than the person or the assets so acquired;
	(8) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that any such encumbrances and restrictions are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to the agreements creating or evidencing the Indebtedness being refinanced;
	(9) customary provisions in leases, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture or similar person;
	(10) Purchase Money Indebtedness incurred in compliance with the covenant described under “— Limitations on Additional Indebtedness” that impose restrictions of the nature described in clause (c) above on the assets acquired; and
	(11) any encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (10) above; provided that such amendments or refinancings are, in the good faith judgment of the Issuer’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing.

	Limitations on transactions with affiliates

	(1) such Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that may have been obtained in a comparable transaction at such time on an arm’s-length basis by the Issuer or that Restricted Subsidiary from a person that is not an Affiliate of the Issuer or that Restricted Subsidiary; and
	(2) the Issuer delivers to the trustee:

	(a) with respect to any Affiliate Transaction involving aggregate value of $5.0 million or more, an officers’ certificate certifying that such Affiliate Transaction complies with clause (1) above;
	(b) with respect to any Affiliate Transaction involving aggregate value in excess of $10.0 million, an officers’ certificate certifying that such Affiliate Transaction complies with clause (1) above and a secretary’s certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and

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(c) with respect to any Affiliate Transaction involving aggregate value of $25.0 million or more, the certificates described in the preceding clause (b) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Issuer or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor.

	(1) transactions exclusively between or among (a) the Issuer and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Issuer (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary;
	(2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification arrangements;
	(3) loans and advances permitted by clause (3) of the definition of “Permitted Investments”;
	(4) any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this covenant) or any transaction contemplated thereby;
	(5) Restricted Payments of the type described in clause (1), (2) or (4) of the definition of “Restricted Payment” and which are made in accordance with the covenant described under “— Limitations on Restricted Payments”; or
	(6) sales of Qualified Equity Interests for cash by the Issuer to an Affiliate.

	Limitations on liens

	(1) in the case of any Lien securing an obligation that ranks pari passu with the Notes or a note guarantee, effective provision is made to secure the Notes or such note guarantee, as the case may be, at least equally and ratably with or prior to such obligation with a Lien on the same collateral; and
	(2) in the case of any Lien securing an obligation that is subordinated in right of payment to the Notes or a note guarantee, effective provision is made to secure the Notes or such note guarantee, as the case may be, with a Lien on the same collateral that is prior to the Lien securing such subordinated obligation,

	Limitations on asset sales

	(1) the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets included in such Asset Sale; and
	(2) at least 75% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents.

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	(a) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of the Issuer or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness,
	(b) the amount of any obligations received from such transferee that are within 30 days converted by the Issuer or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and
	(c) the fair market value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Issuer or a Restricted Subsidiary acquires voting and management control of such entity) received by the Issuer or any Restricted Subsidiary to be used by it in the Permitted Business.

	(1) repay any Indebtedness under the Credit Facilities;
	(2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or
	(3) invest all or any part of the Net Available Proceeds thereof in the purchase of assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and the Issuer or a Restricted Subsidiary acquires voting and management control of such entity) to be used by the Issuer or any Restricted Subsidiary in the Permitted Business.

	(1) the Issuer will (a) make an offer to purchase (a “Net Proceeds Offer”) to all holders in accordance with the procedures set forth in the indenture, and (b) redeem (or make an offer to do so) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be redeemed, the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed out of the amount (the “Payment Amount”) of such Excess Proceeds;
	(2) the offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in the indenture and the redemption price for such Pari

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	Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness;
	(3) if the aggregate Offered Price of Notes validly tendered and not withdrawn by holders thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased will be selected on a pro rata basis; and
	(4) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero.

	Limitations on designation of unrestricted subsidiaries

	(1) no Default shall have occurred and be continuing at the time of or after giving effect to such designation; and
	(2) the Issuer would be permitted to make, at the time of such designation, (a) a Permitted Investment or (b) an Investment pursuant to the first paragraph of “— Limitations on Restricted Payments” above, in either case, in an amount (the “Designation Amount”) equal to the fair market value of the Issuer’s proportionate interest in such Subsidiary on such date.

	(1) has no Indebtedness other than Permitted Unrestricted Subsidiary Debt;
	(2) is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding are no less favorable to the Issuer or the Restricted Subsidiary than those that might be obtained at the time from persons who are not Affiliates of the Issuer or such Restricted Subsidiary;
	(3) is a person with respect to which neither the Issuer nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve the person’s financial condition or to cause the person to achieve any specified levels of operating results; and

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(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any Restricted Subsidiary, except for any guarantee given solely to support the pledge by the Issuer or any Restricted Subsidiary of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not recourse to the Issuer or any Restricted Subsidiary, and except to the extent the amount thereof constitutes a Restricted Payment permitted pursuant to the covenant described under “— Limitations on Restricted Payments.”

	(1) no Default shall have occurred and be continuing at the time of and after giving effect to such redesignation; and
	(2) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such redesignation would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of the indenture.

	Limitations on mergers, consolidations, etc.

	(1) either:

	(a) the Issuer will be the surviving or continuing person; or
	(b) the person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a plan of liquidation, any person to which assets are transferred) (collectively, the “Successor”) is a corporation or limited liability company organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor expressly assumes, by supplemental indenture in form and substance satisfactory to the trustee, all of the obligations of the Issuer under the Notes, the indenture and the Registration Rights Agreement; provided that at any time the Successor is a limited liability company, there shall be a co-issuer of the Notes that is a corporation;

	(2) immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; and
	(3) if such transaction or series of related transactions occurs other than during a Suspension Period, immediately after and giving effect to such transaction and the assumption of the obligations

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set forth in clause (1)(b) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, (a) the Consolidated Net Worth of the Issuer or the Successor, as the case may be, would be at least equal to the Consolidated Net Worth of the Issuer immediately prior to such transaction and (b) the Issuer or the Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to the Ratio Exception.

	(1) either:

	(a) such Guarantor will be the surviving or continuing person; or
	(b) the person formed by or surviving any such consolidation or merger assumes, by supplemental indenture in form and substance satisfactory to the trustee, all of the obligations of such Guarantor under the note guarantee of such Guarantor, the indenture and the Registration Rights Agreement; and

	(2) immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

	Additional note guarantees

	(1) execute and deliver to the trustee (a) a supplemental indenture in form and substance satisfactory to the trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and the indenture and (b) a notation of guarantee in respect of its note guarantee; and

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	(2) deliver to the trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms.

	Conduct of business

	Reports

	(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Issuer were required to file these Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s independent registered public accounting firm; and
	(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file these reports.

	(1) failure by the Issuer to pay interest on any of the Notes when it becomes due and payable and the continuance of any such failure for 30 days;
	(2) failure by the Issuer to pay the principal on any of the Notes when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise;
	(3) failure by the Issuer to comply with any of its agreements or covenants described above under “— Certain Covenants — Limitations on Mergers, Consolidations, Etc.,” or, except in a Suspension Period, in respect of its obligations to make a change of control offer as described above under “— Change of Control”;
	(4) failure by the Issuer to comply with any other agreement or covenant in the indenture and continuance of this failure for 30 days after notice of the failure has been given to the Issuer by the trustee or by the holders of at least 25% of the aggregate principal amount of the Notes then outstanding;
	(5) default under any mortgage, indenture or other instrument or agreement under which there may be issued or by which there may be secured or evidenced Indebtedness of the Issuer or any

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	Restricted Subsidiary, whether such Indebtedness now exists or is incurred after the Issue Date, which default:

	(a) is caused by a failure to pay when due principal on such Indebtedness within the applicable express grace period,
	(b) results in the acceleration of such Indebtedness prior to its express final maturity or
	(c) results in the commencement of judicial proceedings to foreclose upon, or to exercise remedies under applicable law or applicable security documents to take ownership of, the assets securing such Indebtedness, and

	in each case, the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in clause (a), (b) or (c) has occurred and is continuing, aggregates $10.0 million or more;

	(6) one or more judgments or orders that exceed $10.0 million in the aggregate (net of amounts covered by insurance or bonded) for the payment of money have been entered by a court or courts of competent jurisdiction against the Issuer or any Restricted Subsidiary and such judgment or judgments have not been satisfied, stayed, annulled or rescinded within 60 days of being entered;
	(7) the Issuer or any Significant Subsidiary pursuant to or within the meaning of any bankruptcy law:

	(a) commences a voluntary case,
	(b) consents to the entry of an order for relief against it in an involuntary case,
	(c) consents to the appointment of a custodian of it or for all or substantially all of its assets, or
	(d) makes a general assignment for the benefit of its creditors;

	(8) a court of competent jurisdiction enters an order or decree under any bankruptcy law that:

	(a) is for relief against the Issuer or any Significant Subsidiary as debtor in an involuntary case,
	(b) appoints a custodian of the Issuer or any Significant Subsidiary or a custodian for all or substantially all of the assets of the Issuer or any Significant Subsidiary, or
	(c) orders the liquidation of the Issuer or any Significant Subsidiary,

	and the order or decree remains unstayed and in effect for 60 days; or

(9) any note guarantee of any Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such note guarantee and the indenture) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its note guarantee (other than by reason of release of a Guarantor from its note guarantee in accordance with the terms of the indenture and the note guarantee).

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	(1) has failed to act for a period of 60 days after receiving written notice of a continuing Event of Default by such holder and a request to act by holders of at least 25% in aggregate principal amount of Notes outstanding;
	(2) has been offered indemnity satisfactory to it in its reasonable judgment; and
	(3) has not received from the holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request.

	(1) rights of holders to receive payments in respect of the principal of and interest on the Notes when such payments are due from the trust funds referred to below,
	(2) the Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes, and the maintenance of an office or agency for payment and money for security payments held in trust,
	(3) the rights, powers, trust, duties, and immunities of the trustee, and the Issuer’s obligation in connection therewith, and
	(4) the legal defeasance provisions of the indenture.

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	(1) the Issuer must irrevocably deposit with the trustee, in trust, for the benefit of the holders, U.S. legal tender, U.S. Government obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment) in the opinion of a nationally recognized firm of independent public accountants selected by the Issuer, to pay the principal of and interest on the Notes on the stated date for payment or on the redemption date of the principal or installment of principal of or interest on the Notes, and the trustee must have a valid, perfected, exclusive security interest in such trust,
	(2) in the case of legal defeasance, the Issuer shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that:

	(a) the Issuer has received from, or there has been published by the Internal Revenue Service, a ruling, or
	(b) since the date of the indenture, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon this opinion of counsel shall confirm that, the holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred,

	(3) in the case of covenant defeasance, the Issuer shall have delivered to the trustee an opinion of counsel in the United States reasonably acceptable to the trustee confirming that the holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred,
	(4) no Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing),
	(5) the legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under the indenture or any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound,
	(6) the Issuer shall have delivered to the trustee an officers’ certificate stating that the deposit was not made by it with the intent of preferring the holders over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other of its creditors or others, and
	(7) the Issuer shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that the conditions provided for in, in the case of the officers’ certificate, clauses (1) through (6) and, in the case of the opinion of counsel, clauses (1) (with respect to the validity and perfection of the security interest), (2) and/or (3) and (5) of this paragraph have been complied with.

	(1) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in

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	trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from this trust) have been delivered to the trustee for cancellation, or
	(2) (a) all Notes not delivered to the trustee for cancellation otherwise have become due and payable or have been called for redemption pursuant to the provisions described under “—Optional Redemption,” and the Issuer has irrevocably deposited or caused to be deposited with the trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the trustee for cancellation,

	(b) the Issuer has paid all sums payable by it under the indenture,
	(c) the Issuer has delivered irrevocable instructions to the trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be, and
	(d) the trustee, for the benefit of the holders, has a valid, perfected, exclusive security interest in this trust.

	(a) no such amendment may, without the consent of the holders of two-thirds in aggregate principal amount of Notes then outstanding, amend the obligation of the Issuer under the heading “— Change of Control” or the related definitions that could adversely affect the rights of any holder; and
	(b) without the consent of each holder affected, the Issuer and the trustee may not:

	(1) change the maturity of any Note;
	(2) reduce the amount, extend the due date or otherwise affect the terms of any scheduled payment of interest on or principal of the Notes;

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	(3) reduce any premium payable upon optional redemption of the Notes, change the date on which any Notes are subject to redemption or otherwise alter the provisions with respect to the redemption of the Notes;
	(4) make any Note payable in money or currency other than that stated in the Notes;
	(5) modify or change any provision of the indenture or the related definitions to affect the ranking of the Notes or any note guarantee in a manner that adversely affects the holders;
	(6) reduce the percentage of holders necessary to consent to an amendment or waiver to the indenture or the Notes;
	(7) impair the rights of holders to receive payments of principal of or interest on the Notes;
	(8) release any Guarantor from any of its obligations under its note guarantee or the indenture, except as permitted by the indenture; or
	(9) make any change in these amendment and waiver provisions.

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	(1) an Investment by the Issuer or any Restricted Subsidiary of the Issuer in any other person if, as a result of such Investment, such person shall become a Restricted Subsidiary of the Issuer, or shall be merged with or into the Issuer or any Restricted Subsidiary of the Issuer, or
	(2) the acquisition by the Issuer or any Restricted Subsidiary of the Issuer of all or substantially all of the assets of any other person or any division or line of business of any other person.

	(1) transfers of cash or Cash Equivalents;
	(2) transfers of assets (including Equity Interests) that are governed by, and made in accordance with, the provisions described under “— Certain Covenants — Limitations on Mergers, Consolidations, Etc.”;
	(3) Permitted Investments and Restricted Payments permitted under the covenant described under “— Certain Covenants — Limitations on Restricted Payments”;
	(4) the creation or realization of any Permitted Lien;
	(5) transactions in the ordinary course of business, including, without limitation, sales (directly or indirectly), dedications and other donations to governmental authorities, leases and sales and

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	leasebacks of (A) homes, improved land and unimproved land and (B) real estate (including related amenities and improvements);
	(6) dispositions of mortgage loans and related assets and mortgage-backed securities in the ordinary course of a mortgage lending business; and
	(7) any transfer or series of related transfers that, but for this clause, would be Asset Sales, if after giving effect to such transfers, the aggregate fair market value of the assets transferred in such transaction or any such series of related transactions does not exceed $1.0 million.

	(1) 100% of all cash and Cash Equivalents held by the Issuer or any Restricted Subsidiary;
	(2) 75% of the book value of Developed Land for which no construction has occurred;
	(3) 95% of the cost of the land and construction costs including capitalized interest (as reasonably allocated by the Issuer) for all Units for which there is an executed purchase contract with a buyer not Affiliated with the Issuer, less any deposits, down payments or earnest money;
	(4) 80% of the cost of the land and construction costs including capitalized interest (as reasonably allocated by the Issuer) for all Units for which construction has begun and for which there is not an executed purchase agreement with a buyer not Affiliated with the Company; and
	(5) 50% of the costs of Entitled Land (other than Developed Land) on which improvements have not commenced, less mortgage Indebtedness (other than under a Credit Facility) applicable to such land.

	(1) marketable obligations with a maturity of 360 days or less issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof;

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	(2) demand and time deposits and certificates of deposit or acceptances with a maturity of 180 days or less of any financial institution that is a member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500 million and is assigned at least a “B” rating by Thomson Financial BankWatch;
	(3) commercial paper maturing no more than 180 days from the date of creation thereof issued by a corporation that is not the Issuer or an Affiliate of the Issuer, and is organized under the laws of any State of the United States of America or the District of Columbia and rated at least A-1 by S&P or at least P-1 by Moody’s;
	(4) repurchase obligations with a term of not more than ten days for underlying securities of the types described in clause (1) above entered into with any commercial bank meeting the specifications of clause (2) above; and
	(5) investments in money market or other mutual funds substantially all of whose assets comprise securities of the types described in clauses (1) through (4) above.

	(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause that person or group shall be deemed to have “beneficial ownership” of all securities that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of voting stock representing more than 50% of the voting power of the total outstanding voting stock of the Issuer;
	(2) during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors (together with any new directors whose election to such board of directors or whose nomination for election by the stockholders of the Issuer was approved by a vote of the majority of the directors of the Issuer then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of the Issuer;
	(3) (a) all or substantially all of the assets of the Issuer and the Restricted Subsidiaries are sold or otherwise transferred to any person other than a Wholly-Owned Restricted Subsidiary or one or more Permitted Holders or (b) the Issuer consolidates or merges with or into another person other than a Permitted Holder or any person other than a Permitted Holder consolidates or merges with or into the Issuer, in either case under this clause (3), in one transaction or a series of related transactions in which immediately after the consummation thereof persons owning voting stock representing in the aggregate 100% of the total voting power of the voting stock of the Issuer immediately prior to such consummation do not own voting stock representing a majority of the total voting power of the voting stock of the Issuer or the surviving or transferee person; or
	(4) the Issuer shall adopt a plan of liquidation or dissolution or any such plan shall be approved by the stockholders of the Issuer.

	(1) Consolidated Net Income, plus

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(2) in each case only to the extent (and in the same proportion) deducted in determining Consolidated Net Income and with respect to the portion of Consolidated Net Income attributable to any Restricted Subsidiary only if a corresponding amount would be permitted at the date of determination to be distributed to the Issuer by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders,

	(a) Consolidated Income Tax Expense,
	(b) Consolidated Amortization Expense (but only to the extent not included in Consolidated Interest Expense),
	(c) Consolidated Depreciation Expense,
	(d) Consolidated Interest Expense and interest and other charges amortized to cost of home sales and cost of land sales, and
	(e) all other non-cash items reducing the Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve for cash charges in any future period) for such period,

	in each case determined on a consolidated basis in accordance with GAAP, minus

	(3) the aggregate amount of all non-cash items, determined on a consolidated basis, to the extent such items increased Consolidated Net Income for such period.

	(1) the incurrence of any Indebtedness or the issuance of any preferred stock of the Issuer or any Restricted Subsidiary (and the application of the proceeds thereof) and any repayment of other Indebtedness or redemption of other preferred stock (and the application of the proceeds therefrom) (other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit arrangement) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence, repayment, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; and
	(2) any Asset Sale or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of the Issuer or any Restricted Subsidiary (including any person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Indebtedness and also including any Consolidated Cash Flow Available for Fixed Charges (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act) associated with any such Asset Acquisition) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition or other

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	disposition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period.

	(1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on this Indebtedness in effect on the Transaction Date;
	(2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four-Quarter Period; and
	(3) notwithstanding clause (1) or (2) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements with a term of at least one year after the Transaction Date relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of these agreements.

	(1) imputed interest on Capitalized Lease Obligations and Attributable Indebtedness,
	(2) commissions, discounts and other fees and charges owed with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings,
	(3) the net costs associated with Hedging Obligations,
	(4) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses,
	(5) the interest portion of any deferred payment obligations,
	(6) all other non-cash interest expense,
	(7) the product of (a) all dividend payments on any series of Disqualified Equity Interests of the Issuer or any preferred stock of any Restricted Subsidiary (other than any such Disqualified Equity Interests or any preferred stock held by the Issuer or a Wholly-Owned Restricted Subsidiary), multiplied by (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of the Issuer and the Restricted Subsidiaries, expressed as a decimal,
	(8) all interest payable with respect to discontinued operations, and

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	(9) all interest on any Indebtedness of any other person guaranteed by the Issuer or any Restricted Subsidiary.

	(1) the net income (or loss) of any person (other than a Restricted Subsidiary) in which any person other than the Issuer and the Restricted Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by the Issuer or any of its Restricted Subsidiaries during such period;
	(2) except to the extent includible in the consolidated net income of the Issuer pursuant to the foregoing clause (1), the net income (or loss) of any person that accrued prior to the date that (a) such person becomes a Restricted Subsidiary or is merged into or consolidated with the Issuer or any Restricted Subsidiary or (b) the assets of such person are acquired by the Issuer or any Restricted Subsidiary;
	(3) the net income of any Restricted Subsidiary during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary during such period;
	(4) for the purposes of calculating the Restricted Payments Basket only, in the case of a successor to the Issuer by consolidation, merger or transfer of its assets, any income (or loss) of the successor prior to such merger, consolidation or transfer of assets;
	(5) other than for purposes of calculating the Restricted Payments Basket, any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by the Issuer or any Restricted Subsidiary upon (a) the acquisition of any securities, or the extinguishment of any Indebtedness, of the Issuer or any Restricted Subsidiary or (b) any Asset Sale by the Issuer or any Restricted Subsidiary; and
	(6) other than for purposes of calculating the Restricted Payments Basket, any extraordinary gain (or extraordinary loss), together with any related provision for taxes on any such extraordinary gain (or the tax effect of any such extraordinary loss), realized by the Issuer or any Restricted Subsidiary during such period.

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	(1) all liabilities, contingent or otherwise, of such person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such person or only to a portion thereof);
	(2) all obligations of such person evidenced by bonds, debentures, notes or other similar instruments;
	(3) all obligations of such person in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto);
	(4) all obligations of such person to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred by such person in the ordinary course of business in connection with obtaining goods, materials or services;
	(5) the maximum fixed redemption or repurchase price of all Disqualified Equity Interests of such person;
	(6) all Capitalized Lease Obligations of such person;
	(7) all Indebtedness of others secured by a Lien on any asset of such person, whether or not such Indebtedness is assumed by such person;
	(8) all Indebtedness of others guaranteed by such person to the extent of such guarantee; provided that (i) Indebtedness of the Issuer or its Subsidiaries that is guaranteed by the Issuer or the Issuer’s Subsidiaries shall be counted only once in the calculation of the amount of Indebtedness of the Issuer and its Subsidiaries on a consolidated basis and (ii) that a Springing Guarantee shall not be deemed to be Indebtedness under this clause (8) until the earliest to occur of (a) the demand by a lender for payment under such Springing Guaranty, (b) the occurrence or failure to occur of any event, act or circumstance that, with or without the giving of notice and/or passage of time, entitles a lender to make a demand for payment thereunder or (c) a Bankruptcy Event;
	(9) all Attributable Indebtedness;
	(10) to the extent not otherwise included in this definition, Hedging Obligations of such person;
	(11) all obligations of such person under conditional sale or other title retention agreements relating to assets purchased by such person; and

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	(12) the liquidation value of preferred stock of a Subsidiary of such person issued and outstanding and held by any person other than such person (or one of its Wholly-Owned Restricted Subsidiaries).

	(1) is independent with respect to the transaction at issue;
	(2) does not have any material financial interest in the Issuer or any of its Affiliates (other than as a result of holding securities of the Issuer); and
	(3) has not and whose Affiliates or affiliated firm has not, at any time during the twelve months prior to the taking of any action hereunder, directly or indirectly, received, or entered into any understanding or agreement to receive, compensation, payment or other benefit, of any type or form, from the Issuer or any of its Affiliates in excess of $60,000, other than customary directors’ fees for serving on the board of directors of the Issuer or any Affiliate and reimbursement of out-of-pocket expenses for attendance at the Issuer’s or Affiliate’s board and board committee meetings.

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	(1) all direct or indirect investments by such person in any other person in the form of loans, advances or capital contributions or other credit extensions constituting Indebtedness of such other person, and any guarantee of Indebtedness of any other person; provided that a Springing Guarantee shall not be deemed to be a guarantee of Indebtedness under clause (1) of this definition until the earliest to occur of (a) a demand by a lender for payment under such Springing Guarantee, (b) the occurrence or failure to occur of any event, act or circumstance that, with or without the giving of notice and/or passage of time, entitles a lender to make a demand for payment thereunder or (c) a Bankruptcy Event;
	(2) all purchases (or other acquisitions for consideration) by such person of Indebtedness, Equity Interests or other securities of any other person;
	(3) all other items that would be classified as investments on a balance sheet of such person prepared in accordance with GAAP; and
	(4) the designation of any Subsidiary as an Unrestricted Subsidiary.

	(1) brokerage commissions and other fees and expenses (including fees and expenses of legal counsel, accountants and investment banks) of such Asset Sale;
	(2) provisions for taxes payable as a result of such Asset Sale (after taking into account any available tax credits or deductions and any tax sharing arrangements);

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	(3) amounts required to be paid to any person (other than the Issuer or any Restricted Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale or having a Lien thereon;
	(4) payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale; and
	(5) appropriate amounts to be provided by the Issuer or any Restricted Subsidiary, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the Issuer or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other postemployment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an officers’ certificate delivered to the trustee; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Available Proceeds.

	(1) Investments by the Issuer or any Restricted Subsidiary in (a) any Restricted Subsidiary or (b) in any person that is or will become immediately after such Investment a Restricted Subsidiary or that will merge or consolidate into the Issuer or a Restricted Subsidiary;
	(2) Investments in the Issuer by any Restricted Subsidiary;
	(3) loans and advances to directors, employees and officers of the Issuer and the Restricted Subsidiaries for bona fide business purposes and to purchase Equity Interests of the Issuer not in excess of $2.0 million at any one time outstanding;
	(4) Hedging Obligations incurred pursuant to clause (4) of the second paragraph under the covenant described under “— Certain Covenants — Limitations on Additional Indebtedness”;
	(5) Cash Equivalents;
	(6) receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

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	(7) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;
	(8) Investments made by the Issuer or any Restricted Subsidiary as a result of consideration received in connection with an Asset Sale made in compliance with the covenant described under “— Certain Covenants — Limitations on Asset Sales”;
	(9) lease, utility and other similar deposits in the ordinary course of business;
	(10) Investments made by the Issuer or a Restricted Subsidiary for consideration consisting only of Qualified Equity Interests of the Issuer;
	(11) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Issuer or any Restricted Subsidiary or in satisfaction of judgments;
	(12) Investments in existence on the Issue Date or any Reversion Date;
	(13) Investments made by the Issuer or any Restricted Subsidiary in joint ventures in a Permitted Business with unaffiliated third parties in an aggregate amount at any one time outstanding not to exceed 30% of the Issuer’s Consolidated Tangible Net Worth at such time (with each Investment being valued as of the date made and without regard to subsequent changes in value); and
	(14) other Investments in an aggregate amount not to exceed $25.0 million at any one time outstanding (with each Investment being valued as of the date made and without regard to subsequent changes in value).

	(a) upon the disposition or repayment of or return on any Investment made pursuant to clause (14) above, by an amount equal to the return of capital with respect to such Investment to the Issuer or any Restricted Subsidiary (to the extent not included in the computation of Consolidated Net Income), less the cost of the disposition of such Investment and net of taxes; and
	(b) upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal to the lesser of (x) the fair market value of the Issuer’s proportionate interest in such Subsidiary immediately following such redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding pursuant to clause (14) above.

	(1) (a) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business and (b) Liens for taxes, assessments or governmental charges or claims, in either case, for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof;
	(2) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);
	(3) Liens upon specific items of inventory or other goods and proceeds of any person securing such person’s obligations in respect of bankers’ acceptances issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods;

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	(4) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other assets relating to such letters of credit and products and proceeds thereof;
	(5) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Issuer or any Restricted Subsidiary, including rights of offset and setoff;
	(6) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Issuer or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;
	(7) leases or subleases (or any Liens related thereto) granted to others that do not materially interfere with the ordinary course of business of the Issuer or any Restricted Subsidiary;
	(8) Liens arising from filing Uniform Commercial Code financing statements regarding leases;
	(9) Liens securing all of the Notes and Liens securing any note guarantee;
	(10) Liens existing on the Issue Date or any Reversion Date securing Indebtedness outstanding on the Issue Date or any Reversion Date and Liens securing Refinancing Indebtedness with respect to Indebtedness incurred pursuant to clause (2) of the definition of “Permitted Indebtedness;”
	(11) Liens in favor of the Issuer or a Guarantor;
	(12) Liens securing Indebtedness under the Credit Facilities;
	(13) without limiting any other clause in this definition of “Permitted Liens,” Liens securing Indebtedness of the Issuer or any Restricted Subsidiary permitted to be incurred under the indenture; provided, that the aggregate amount of all consolidated Indebtedness of the Issuer and the Restricted Subsidiaries secured by Liens (including all Indebtedness permitted to be secured by the other provisions of this definition, but excluding Non-Recourse Indebtedness) shall not exceed 40% of Consolidated Tangible Assets at any one time outstanding (after giving effect to the incurrence of such Indebtedness and the use of the proceeds thereof);
	(14) Liens securing Non-Recourse Indebtedness of the Issuer or any Restricted Subsidiary permitted to be incurred under the indenture; provided, that such Liens apply only to the property financed out of the net proceeds of such Non-Recourse Indebtedness within 90 days after the incurrence of such Non-Recourse Indebtedness;
	(15) Liens securing Purchase Money Indebtedness permitted to be incurred under the indenture; provided that such Liens apply only to the property acquired, constructed or improved with the proceeds of such Purchase Money Indebtedness within 90 days after the incurrence of such Purchase Money Indebtedness;
	(16) Liens securing Acquired Indebtedness permitted to be incurred under the indenture; provided that the Liens do not extend to assets not subject to such Lien at the time of acquisition (other than improvements thereon) and are no more favorable to the lienholders than those securing such Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the Issuer or a Restricted Subsidiary;
	(17) Liens on assets of a person existing at the time such person is acquired or merged with or into or consolidated with the Issuer or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof);

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	(18) Liens to secure Attributable Indebtedness permitted to be incurred under the indenture; provided that any such Lien shall not extend to or cover any assets of the Issuer or any Restricted Subsidiary other than the assets which are the subject of the Sale and Leaseback Transaction in which the Attributable Indebtedness is incurred;
	(19) attachment or judgment Liens not giving rise to a Default and which are being contested in good faith by appropriate proceedings;
	(20) easements, rights-of-way, restrictions and other similar charges or encumbrances not materially interfering with the ordinary course of business of the Issuer and its Subsidiaries;
	(21) zoning restrictions, licenses, restrictions on the use of real property or minor irregularities in title thereto, which do not materially impair the use of such real property in the ordinary course of business of the Issuer and its Subsidiaries or the value of such real property for the purpose of such business;
	(22) any option, contract or other agreement to sell an asset; provided such sale is not otherwise prohibited under the indenture;
	(23) Liens securing Hedging Obligations of the Issuer or any Restricted Subsidiary;
	(24) any interest or title of a lessor under any Capitalized Lease Obligation of the Issuer or any Restricted Subsidiary; provided that such Liens do not extend to any property or asset which is not leased property subject to such Capitalized Lease Obligations;
	(25) Liens for the benefit of holders of defeased Indebtedness of the Company or any Restricted Subsidiary on funds deposited in trust for the purpose of defeasing such Indebtedness to the extent such Indebtedness is permitted to be defeased pursuant to the terms of the indenture; and
	(26) Liens on mortgage loans and related assets of mortgage lending Subsidiaries securing Indebtedness incurred (i) pursuant to or (ii) during a suspension period that would have been permitted by, clause (14) of the definition of “Permitted Indebtedness”.

	(1) as to which neither the Issuer nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;
	(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Issuer or any Restricted Subsidiary to declare a default on the other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and
	(3) as to which the lenders have been notified in writing that they will not have any recourse to the Equity Interests or assets of the Issuer or any Restricted Subsidiary.

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	(1) with respect to S&P, any of the following categories: BB, B, CCC, CC, C and D (or equivalent successor categories); and
	(2) with respect to Moody’s, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories); and

(1) if the Refinanced Indebtedness was subordinated to or pari passu with the Notes or the note guarantees, as the case may be, then such Refinancing Indebtedness, by its terms, is expressly pari passu with (in the case of Refinanced Indebtedness that was pari passu with) or subordinate in right of payment to (in the case of Refinanced Indebtedness that was subordinated to) the Notes or the note guarantees, as the case may be, at least to the same extent as the Refinanced Indebtedness;

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	(2) the Refinancing Indebtedness is scheduled to mature either (a) no earlier than the Refinanced Indebtedness being repaid or amended or (b) after the maturity date of the Notes;
	(3) the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or prior to the maturity date of the Notes; and
	(4) the Refinancing Indebtedness is secured only to the extent, if at all, and by the assets, that the Refinanced Indebtedness being repaid, extended or amended is secured.

	(1) the declaration or payment of any dividend or any other distribution on Equity Interests of the Issuer or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Equity Interests of the Issuer or any Restricted Subsidiary, including, without limitation, any payment in connection with any merger or consolidation involving the Issuer, but excluding (a) dividends or distributions payable solely in Qualified Equity Interests and (b) in the case of Restricted Subsidiaries, dividends or distributions payable to the Issuer or to a Restricted Subsidiary and pro rata dividends or distributions payable to minority stockholders of any Restricted Subsidiary;
	(2) the redemption of any Equity Interests of the Issuer or any Restricted Subsidiary, including, without limitation, any payment in connection with any merger or consolidation involving the Issuer, but excluding any such Equity Interests held by the Issuer or any Restricted Subsidiary;
	(3) any Investment other than a Permitted Investment; or
	(4) any redemption prior to the scheduled maturity or prior to any scheduled repayment of principal or sinking fund payment, as the case may be, in respect of Subordinated Indebtedness.

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	(1) any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors or comparable governing body thereof are at the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that person (or a combination thereof); and
	(2) any partnership (a) the sole general partner or the managing general partner of which is such person or a Subsidiary of such person or (b) the only general partners of which are such person or one or more Subsidiaries of such person (or any combination thereof).

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	•	any changes in law or the applicable interpretations of the SEC do not permit us to effect the exchange offer;
	•	the exchange offer is not consummated within 180 days after the original issue date of the outstanding notes;
	•	any holder notifies us that it is prohibited by law or applicable interpretations of the SEC from participating in the exchange offer;
	•	in the case of any holder that participates in the exchange offer, such holder does not receive freely transferable notes on the date of the exchange (other than due solely to the status of such holder as an affiliate of the Issuer);
	•	the initial purchasers of the outstanding notes so request with respect to notes that have, or are reasonably likely to be determined to have, the status of unsold allotments in an initial distribution; or
	•	or any holder of notes that is not entitled to participate in the exchange offer so requests

	•	complete, sign and date the letter of transmittal, or a facsimile of one;
	•	have the signatures guaranteed if required by the letter of transmittal; and

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	•	mail or otherwise deliver the transmittal or facsimile of one, together with the outstanding notes (unless the tender is being effected using the procedure for book-entry transfer described below) and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

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	(a) any action or proceeding is instituted or threatened in any court or by or before any governmental agency which might materially impair our or the guarantors’ ability to proceed with the exchange offer or any material adverse development has occurred in any existing action or proceeding with respect to us or any of the guarantors that would impair our or their ability to proceed;
	(b) the exchange offer would violate any law or interpretation by the staff of the SEC; or
	(c) any governmental approval has not been obtained, which approval we deem necessary for the consummation of the exchange offer.

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	(a) The tender is made through an eligible institution;
	(b) Prior to the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, mail or hand) setting forth the name and address of the eligible holder, the certificate number(s) of the outstanding notes (if available) and the principal amount of outstanding notes tendered, together with a duly executed letter of transmittal (or a facsimile of one), stating that the tender is being made by that notice of guaranteed delivery and guaranteeing that, within three business days after the expiration date, the certificate(s) representing the outstanding notes (or confirmation of a book-entry transfer into the exchange agent’s account at DTC) and any other documents required by the letter of transmittal will be delivered to the exchange agent; and
	(c) The certificate(s) representing all the tendered outstanding notes (or confirmation of a book-entry transfer into the exchange agent’s account at DTC) and all other documents required by the letter of transmittal are received by the exchange agent within three business days after the expiration date.

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By Facsimile:		By Registered or Certified Mail; Overnight Courier or Hand Delivery:
Wells Fargo Bank, National Association Facsimile: (213) 614-3355 (For Eligible Institutions Only) Attention: Jeanie Mar Confirm by telephone: (213) 614-3349		Wells Fargo Bank, National Association 707 Wilshire Blvd. 17th Floor Los Angeles, CA 90017 Attention: Jeanie Mar

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	•	an individual citizen or resident of the United States;
	•	a corporation or other entity taxable as a corporation created or organized under the laws of the United States or any state thereof or the District of Columbia;
	•	an estate, the income of which is subject to United States federal income taxation regardless of its source; or
	•	a trust, if (i) one or more United States persons (as defined in Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust and a court within the United States is able to exercise primary supervision over the administration of the trust or (ii) it has a valid election in effect to be treated as a United States Person.

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	Market Discount

	•	the sum of the issue price of the note and the aggregate amount of the discount includible in the gross income of all United States holders, over
	•	the purchase price.

	•	the numerator of which is the number of days the obligation has been held by the holder; and
	•	the denominator of which is the number of days after the holder’s acquisition of the obligation up to and including its maturity date.

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	Amortizable Bond Premium

	Sale, Exchange, Redemption or Other Taxable Disposition of Notes

	•	the amount of cash proceeds and the fair market value of any property received on the sale, exchange, redemption or other taxable disposition, except to the extent such amount is attributable to accrued interest income, which is taxable as ordinary income (as described above under “Interest”); and
	•	such holder’s adjusted tax basis in the note.

	•	fails to furnish his or her Social Security or other taxpayer identification number within a reasonable time after the request for it;
	•	furnishes an incorrect taxpayer identification number;
	•	is notified by the IRS that he or she has failed to report properly interest, dividends or original issue discount; or
	•	fails, under specified circumstances, to provide a certified statement, signed under penalties of perjury, that the taxpayer identification number provided is the correct number and that he or she is not subject to backup withholding.

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	•	does not actually or constructively own 10% or more of the combined voting power of all classes of stock of Meritage entitled to vote, and
	•	is not a controlled foreign corporation related to Meritage, actually or constructively through stock ownership under section 864(d)(4) of the Code,

	•	provides to Meritage or its agent an appropriate W-8 series form or a suitable substitute form signed under penalties of perjury that includes its name and address and certifies as to the holder’s non-United States status, and Meritage does not have actual knowledge or reason to know that the holder is a United States person, or
	•	Meritage does not have actual knowledge or reason to know that the holder is a United States person and Meritage receives (i) a withholding certificate from an intermediary payee (such as a withholding foreign partnership, qualified intermediary or U.S. branch of a non-United States bank or of a non-United States insurance company), and such intermediary obtains appropriate certification with respect to the holder’s non-United States status and, if required, provides a copy of such certification to Meritage or (ii) if the payee is a securities clearing organization, bank or other financial institution that holds securities for its customers in the ordinary course, a statement signed under penalties of perjury that the institution has received a withholding certificate from the beneficial owner (or that it has received a similar statement from another financial institution), listing the name and address of the beneficial owner and attaching a copy of the beneficial owner’s withholding certificate.

	•	resides in a jurisdiction which has a favorable income tax treaty with the United States,
	•	satisfies the conditions for the application of such treaty, and
	•	provides to Meritage or its agent the appropriate Form W-8 or a suitable substitute form.

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	Sale, Exchange, Redemption or Other Taxable Dispositions of Notes

	•	the gain is effectively connected with a United States trade or business of the non-United States holder (in which case such gain generally would be taxable in the same manner as effectively connected interest (as described above) unless an applicable tax treaty provides otherwise), or
	•	in the case of a non-United States holder who is an individual, the holder is present in the United States for a period or periods aggregating at least 183 days (as such days are calculated in accordance with the Code) during the current taxable year of the disposition and certain other conditions are met (in which case such gain, net of certain U.S. source losses, may be subject to tax at a 30% rate).

	•	the broker does not have actual knowledge or reason to know that the holder is a United States person and the holder has furnished to the broker:

	†	an appropriate W-8 series form or an acceptable substitute form upon which the holder certifies, under penalties of perjury, that the holder is a non-United States person, or
	†	other documentation upon which it may rely to treat the payment as made to a non-United States person in accordance with U.S. Treasury regulations, or

	•	the holder otherwise establishes an exemption.

	•	a United States person,
	•	a controlled foreign corporation for United States tax purposes,
	•	a foreign person 50% or more of whose gross income is effectively connected with the conduct of a United States trade or business for a specified three-year period, or

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	•	a foreign partnership, if at any time during its tax year:

	†	one or more of its partners are United States persons, who in the aggregate hold more than 50% of the income or capital interest in the partnership, or
	†	such foreign partnership is engaged in the conduct of a United States trade or business.

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Filing		Date Filed
Annual Report on Form 10-K for the year ended December 31, 2004			March 16, 2005
Annual Report on Form 10-K/A for the year ended December 31, 2004			March 24, 2005
Quarterly Report on Form 10-Q/A			February 22, 2005
Quarterly Report on Form 10-Q/A			February 22, 2005
Current Report on Form 8-K			January 12, 2005
Current Report on Form 8-K			January 27, 2005
Current Report on Form 8-K			February 9, 2005
Current Report on Form 8-K/A			February 9, 2005
Current Report on Form 8-K/A			February 14, 2005
Current Report on Form 8-K/A			February 22, 2005
Current Report on Form 8-K/A			February 22, 2005
Current Report on Form 8-K			February 28, 2005
Current Report on Form 8-K/A			March 2, 2005
Current Report on Form 8-K			March 9, 2005
Current Report on Form 8-K			March 11, 2005
Current Report on Form 8-K			March 24, 2005

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	•	Meritage Homes Corporation has no independent assets or operations;
	•	the guarantees of the subsidiary guarantors are full and unconditional and joint and several; and
	•	any subsidiaries of Meritage Homes Corporation other than the subsidiary guarantors are, individually and in the aggregate, minor.

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Item 20.	Indemnification of Directors and Officers

	Arizona Corporate Guarantors

II-1

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	California Guarantor

II-2

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Item 21.	Exhibits and Financial Statement Schedules

Exhibit
Number				Description		Page or Method of Filing
	2.1			Agreement and plan of Reorganization, dated as of September 13, 1996, by and among Homeplex, the Monterey Merging Companies and the Monterey Stockholders		Incorporated by reference to Appendix A of Form S-4 Registration Statement No. 333-15937.
	2.2			Master Transaction Agreement, dated June 12, 2002, by and among the Company, MTH Homes-Texas, L.P., Hammonds Homes Ltd., Crystal City Land & Cattle, Ltd., Hammonds Homes I, LLC, Crystal City I, LLC and Ronnie D. Hammonds		Incorporated by reference to Exhibit 10.1 of Form 8-K dated July 12, 2002.
	2.2.1			Amendment No. 1 to Master Transaction Agreement, dated June 12, 2002, by and among the Company, MTH Homes-Texas, L.P., Hammonds Homes Ltd., Crystal City Land & Cattle, Ltd., Hammond Homes I, LLC, Crystal City I, LLC and Ronnie D. Hammonds		Incorporated by reference to Exhibit 10.2 of Form 8-K dated July 12, 2002.
	2.3			Master Transaction Agreement, dated October 7, 2002, by and among the Company, MTH-Homes Nevada, Inc., Perma-Bilt, A Nevada Corporation, and Zenith National Insurance Corp.		Incorporated by reference to Exhibit 10.1 of Form 8-K/A dated October 7, 2002.
	2.4			Master Transaction Agreement, dated February 9, 2005, by and among the Company, Meritage Homes of Florida, Inc., Colonial Homes, Inc., Colonial Shores, L.L.C. and The Colonial Company		Incorporated by reference to Exhibit 10.1 of Form 8-K/A dated February 9, 2005.

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Exhibit
Number				Description		Page or Method of Filing
	3.1			Restated Articles of Incorporation of Meritage Homes Corporation		Incorporated by reference to Exhibit 3 of Form 8-K dated June 20, 2002.
	3.1.1			Amendment to Articles of Incorporation of Meritage Homes Corporation		Incorporated by reference to Exhibit 3.1 of Form 8-K dated September 15, 2004.
	3.2			Amended and Restated Bylaws of Meritage Homes Corporation		Incorporated by reference to Exhibit 3.3 of Form S-3 Registration Statement No. 333-58793.
	3.3			Articles of Incorporation of Monterey Homes Arizona, Inc.		Incorporated by reference to Exhibit 3.4 of Form S-4 Registration Statement No. 333-64538.
	3.4			Bylaws of Monterey Homes Arizona, Inc.		Incorporated by reference to Exhibit 3.5 of Form S-4 Registration Statement No. 333-64538.
	3.5			Articles of Organization of Meritage Paseo Crossing, LLC		Incorporated by reference to Exhibit 3.6 of Form S-4 Registration Statement No. 333-64538.
	3.6			Articles of Incorporation of Monterey Homes Construction, Inc.		Incorporated by reference to Exhibit 3.7 of Form S-4 Registration Statement No. 333-64538.
	3.7			Bylaws of Monterey Homes Construction, Inc.		Incorporated by reference to Exhibit 3.8 of Form S-4 Registration Statement No. 333-64538.
	3.8			Articles of Organization of Meritage Paseo Construction, LLC (formally Chandler 110, LLC)		Incorporated by reference to Exhibit 3.9 of Form S-4 Registration Statement No. 333-64538.
	3.8.1			Amendment to Articles of Organization of Meritage Paseo Construction, LLC (formally Chandler 110, LLC)		Incorporated by reference to Exhibit 3.9.1 of Form S-4 Registration Statement No. 333-64538.
	3.9			Articles of Incorporation of MTH-Texas GP, Inc.		Incorporated by reference to Exhibit 3.12 of Form S-4 Registration Statement No. 333-64538.
	3.10			Bylaws of MTH-Texas GP, Inc.		Incorporated by reference to Exhibit 3.13 of Form S-4 Registration Statement No. 333-64538.
	3.11			Articles of Incorporation of MTH-Texas LP, Inc.		Incorporated by reference to Exhibit 3.14 of Form S-4 Registration Statement No. 333-64538.
	3.12			Bylaws of MTH-Texas LP, Inc.		Incorporated by reference to Exhibit 3.15 of Form S-4 Registration Statement No. 333-64538.
	3.13			Certificate of Limited Partnership of Legacy/ Monterey Homes L.P.		Incorporated by reference to Exhibit 3.16 of Form S-4 Registration Statement No. 333-64538.
	3.13.1			Amendment to Certificate of Limited Partnership of Legacy/ Monterey Homes L.P.		Incorporated by reference to Exhibit 3.16.1 of Form S-4 Registration Statement No. 333-64538.
	3.14			Articles of Incorporation of Meritage Homes of California, Inc. (formally Meritage Homes of Northern California, Inc.)		Incorporated by reference to Exhibit 3.17 of Form S-4 Registration Statement No. 333-64538.
	3.14.1			Certificate of Amendment of Articles of Incorporation for Meritage Homes of California		Incorporated by reference to Exhibit 3.17.1 of Form S-4 Registration Statement No. 333-115610.

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Exhibit
Number				Description		Page or Method of Filing
	3.15			Bylaws of Meritage Homes of California, Inc. (formally Meritage Homes of Northern California, Inc.)		Incorporated by reference to Exhibit 3.18 of Form S-4 Registration Statement No. 333-64538.
	3.16			Articles of Incorporation of Meritage Homes Construction, Inc. (formerly known as Hancock-MTH Builders, Inc.)		Incorporated by reference to Exhibit 3.19 of Form S-4 Registration Statement No. 333-64538.
	3.17			Bylaws of Meritage Homes Construction, Inc. (formerly known as Hancock-MTH Builders, Inc.)		Incorporated by reference to Exhibit 3.20 of Form S-4 Registration Statement No. 333-64538.
	3.18			Articles of Incorporation of Meritage Homes of Arizona, Inc. (formerly known as Hancock-MTH Communities, Inc.)		Incorporated by reference to Exhibit 3.21 of Form S-4 Registration Statement No. 333-64538.
	3.19			Bylaws of Meritage Homes of Arizona, Inc. (formerly known as Hancock-MTH Communities, Inc.)		Incorporated by reference to Exhibit 3.22 of Form S-4 Registration Statement No. 333-64538.
	3.20			Certificate of Limited Partnership for Legacy Operating Company, L.P.		Incorporated by reference to Exhibit 3.23 of Form S-4 Registration Statement No. 333-64538.
	3.21			Articles of Incorporation of MTH-Texas GP II, Inc.		Incorporated by reference to Exhibit 3.26 of Form S-4 Registration Statement No. 333-105043.
	3.22			Bylaws of MTH-Texas GP II, Inc.		Incorporated by reference to Exhibit 3.27 of Form S-4 Registration Statement No. 333-105043.
	3.23			Articles of Incorporation of MTH-Texas LP II, Inc.		Incorporated by reference to Exhibit 3.28 of Form S-4 Registration Statement No. 333-105043.
	3.24			Bylaws of MTH-Texas LP II, Inc.		Incorporated by reference to Exhibit 3.29 of Form S-4 Registration Statement No. 333-105043.
	3.25			Articles of Incorporation of MTH-Homes Nevada, Inc.		Incorporated by reference to Exhibit 3.30 of Form S-4 Registration Statement No. 333-105043.
	3.26			Bylaws of MTH-Homes Nevada, Inc.		Incorporated by reference to Exhibit 3.31 of Form S-4 Registration Statement No. 333-105043.
	3.27			Articles of Organization of Meritage Holdings, L.L.C.		Incorporated by reference to Exhibit 3.32 of Form S-4 Registration Statement No. 333-105043.
	3.28			Regulations of Meritage Holdings, L.L.C.		Incorporated by reference to Exhibit 3.33 of Form S-4 Registration Statement No. 333-105043.
	3.29			Articles of Organization of Hulen Park Venture, LLC		Incorporated by reference to Exhibit 3.34 of Form S-4 Registration Statement No. 333-105043.
	3.30			Regulations of Hulen Park Venture, LLC		Incorporated by reference to Exhibit 3.35 of Form S-4 Registration Statement No. 333-105043.
	3.31			Certificate of Limited Partnership of MTH Homes-Texas, L.P.		Incorporated by reference to Exhibit 3.36 of Form S-4 Registration Statement No. 333-105043.

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Exhibit
Number				Description		Page or Method of Filing
	3.32			Agreement of Limited Partnership of MTH Homes-Texas, L.P.		Incorporated by reference to Exhibit 3.37 of Form S-4 Registration Statement No. 333-105043.
	3.33			Articles of Organization of MTH-Cavalier, LLC		Incorporated by reference to Exhibit 3.38 of Form S-4 Registration Statement No. 333-105043.
	3.34			Operating Agreement of MTH-Cavalier, LLC		Incorporated by reference to Exhibit 3.39 of Form S-4 Registration Statement No. 333-105043.
	3.35			Articles of Organization of MTH Golf, LLC (formerly known as Mission Royale Golf Course, LLC)		Incorporated by reference to Exhibit 3.40 of Form S-4 Registration Statement No. 333-109933.
	3.35.1			Amended and Restated Articles of Organization for MTH Golf, LLC		Incorporated by reference to Exhibit 3.40.1 of Form S-4 Registration Statement No. 333-109933.
	3.36			Certificate of Limited Partnership of Legacy-Hammonds Materials, L.P.		Incorporated by reference to Exhibit 3.41 of Form S-4 Registration Statement No. 333-109933.
	3.37			Agreement of Limited Partnership of Legacy- Hammonds Materials, L.P.		Incorporated by reference to Exhibit 3.42 of Form S-4 Registration Statement No. 333-109933.
	3.38			Articles of Incorporation of Meritage Homes of Colorado, Inc.		Incorporated by reference to Exhibit 3.43 of Form S-4 Registration Statement No. 333-115610.
	3.39			Bylaws of Meritage Homes of Colorado, Inc.		Incorporated by reference to Exhibit 3.44 of Form S-4 Registration Statement No. 333-115610.
	3.40			Articles of Incorporation of Meritage Homes of Florida, Inc.		Filed herewith.
	3.41			Bylaws of Meritage Homes of Florida, Inc.		Filed herewith.
	4.1			Form of Specimen of Common Stock Certificate		Incorporated by reference to Exhibit 4.2 of Form S-3 Registration Statement No. 333-87398.
	4.2			Indenture, dated May 31, 2001, by and among the Company, the Guarantors named therein and Wells Fargo Bank, N.A. and form of 93/4% senior note due 2011		Incorporated by reference to Exhibit 4.1 of Form 8-K dated May 30, 2001.
	4.2.1			First Supplemental Indenture, dated September 20, 2001, by and among the Company, Hulen Park Venture, LLC, Meritage Holdings, L.L.C., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.3.1 of Form 10-K for the year ended December 31, 2002.
	4.2.2			Second Supplemental Indenture, dated July 12, 2002, by and among the Company, MTH Homes-Texas, L.P., MTH-Texas GP II, Inc., MTH-Texas LP II, Inc., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.3.2 of Form 10-K for the year ended December 31, 2002.
	4.2.3			Third Supplemental Indenture, dated October 21, 2002, by and among the Company, MTH-Homes Nevada, Inc., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.3.3 of Form 10-K for the year ended December 31, 2002.

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Exhibit
Number				Description		Page or Method of Filing
	4.2.4			Fourth Supplemental Indenture, dated February 19, 2003 by and among the Company, MTH-Cavalier, LLC, the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.3.4 of Form 10-K for the year ended December 31, 2002.
	4.2.5			Fifth Supplemental Indenture, dated August 22, 2003, by and among the Company, MTH Golf, LLC (formerly known as Mission Royale Golf Course, LLC), Legacy-Hammonds Materials, L.P., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.2.5 of Form S-4 Registration Statement No. 333-109933.
	4.2.6			Sixth Supplemental Indenture, dated May 14, 2004, by and among the Company, Meritage Homes of Colorado, Inc., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.2.6 of Form S-4 Registration Statement No. 333-115610.
	4.2.7			Seventh Supplemental Indenture, dated December 20, 2004, by and among the Company, Meritage Homes of Florida, Inc., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.2.7 of Form 10-K for the year ended December 31, 2004.
	4.2.8			Eighth Supplemental Indenture, dated March 10, 2005, by and among the Company, the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.2.8 of Form 10-K for the year ended December 31, 2004.
	4.3			Indenture, dated April 21, 2004, by and among the Company, the Guarantors named therein and Wells Fargo Bank, N.A. and form of 7% senior note due 2014		Incorporated by reference to Exhibit 4.1 of Form 10-Q for the quarterly period ended March 31, 2004.
	4.3.1			First Supplemental Indenture, dated May 14, 2004, by and among the Company, Meritage Homes of Colorado, Inc., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.3.1 of Form S-4 Registration Statement No. 333-115610.
	4.3.2			Second Supplemental Indenture, dated December 20, 2004, by and among the Company, Meritage Homes of Florida, Inc., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.3.2 of Form 10-K for the year ended December 31, 2004.
	4.4			Indenture, dated March 10, 2005, by and among the Company, the Guarantors named therein and Wells Fargo Bank, N.A. and form of 61/4% senior note due 2015		Incorporated by reference to Exhibit 4.4 of Form 10-K for the year ended December 31, 2004.
	4.5			Registration Rights Agreement dated March 10, 2005 relating to 61/4% senior notes due 2015		Incorporated by reference to Exhibit 4.5 of Form 10-K for the year ended December 31, 2004.
	5			Opinion of Snell & Wilmer L.L.P. regarding the legality of the securities being registered		Filed herewith.
	10.1			Credit Agreement, dated December 12, 2002, by and among the Company, Guaranty Bank, Fleet National Bank, Bank One, NA and the other lenders thereto		Incorporated by reference to Exhibit 10.1 of Form 10-K for the year ended December 31, 2002.

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Exhibit
Number				Description		Page or Method of Filing
	10.1.1			First Amendment to Credit Agreement, dated September 8, 2003, among the Company, Guaranty Bank, Fleet National Bank, Bank One, NA and the other lenders thereto		Incorporated by reference to Exhibit 10.1.1 of Form S-4 Registration Statement No. 333-109933.
	10.1.2			Second Amendment to Credit Agreement, dated December 3, 2003, among the Company, Guaranty Bank, Bank One, NA, Fleet National Bank and the other lenders thereto		Incorporated by reference to Exhibit 10.1.2 of Form 10-K for the year ended December 31, 2003.
	10.1.3			Third Amendment to Credit Agreement, dated April 20, 2004, among the Company, Guaranty Bank, Bank One, NA, Fleet National Bank and the other lenders thereto		Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarterly period ended March 31, 2004.
	10.1.4			Fourth Amendment to Credit Agreement, dated October 28, 2004, among the Company, Guaranty Bank, Bank One, NA, Fleet National Bank and the other lenders thereto		Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarterly period ended September 30, 2004.
	10.1.5			Fifth Amendment to Credit Agreement, dated December 23, 2004, among the company, Guaranty Bank, Bank One, NA, Fleet National Bank and the other lenders thereto		Incorporated by reference to Exhibit 10.1 of Form 8-K dated December 30, 2004.
	10.2			2001 Annual Incentive Plan*		Incorporated by reference to Exhibit B of the Proxy Statement for the 2001 Annual Meeting of Stockholders.
	10.3			Amended Meritage Stock Option Plan*		Incorporated by reference to Exhibit 10.3 of Form 10-K for the year ended December 31, 2004.
	10.3.1			Representative form of Meritage Qualified Stock Option Agreement*		Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarterly period ended September 30, 2004.
	10.3.2			Representative form of Meritage Non-Qualified Stock Option Agreement*		Incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarterly period ended September 30, 2004.
	10.4			Representative Form of Employment Agreements between the Company and Steven J. Hilton and John R. Landon*		Incorporated by reference to Exhibit 10.1 of Form 8-K dated July 8, 2003.
	10.4.1			Revised Amendment to Employment Agreements between the Company and Steven J. Hilton and John R. Landon*		Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarterly period ended June 30, 2004.
	10.5			Representative Form of Amended and Restated Change of Control Agreement between the Company and Steven J. Hilton and John R. Landon*		Incorporated by reference to Exhibit 10.2 of Form 8-K dated July 8, 2003.
	10.6			Employment Agreement between the Company and Larry W. Seay*		Incorporated by reference to Exhibit 10.7 of Form S-4 Registration Statement No. 333-109933.
	10.6.1			Amendment to Employment Agreement between the Company and Larry W. Seay*		Incorporated by reference to Exhibit 10.5 of Form 10-Q for the quarterly period ended March 31, 2004.
	10.7			Amended and Restated Change of Control Agreement between the Company and Larry W. Seay*		Incorporated by reference to Exhibit 10.8 of Form S-4 Registration Statement No. 333-109933.

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Exhibit
Number				Description		Page or Method of Filing
	10.8			Change of Control Agreement between the Company and Richard T. Morgan*		Incorporated by reference to Exhibit 10.6 of Form 10-Q/A for the quarterly period ended March 31, 2000.
	10.9			Deferred Bonus Agreement — 2002 Award Year — between the Company and Larry W. Seay*		Incorporated by reference to Exhibit 10.10 of Form 10-K for the year ended December 31, 2002.
	10.10			Deferred Bonus Agreement — 2003 Award Year, between the Company and Larry W. Seay*		Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarterly period ended March 31, 2004.
	10.11			Deferred bonus Agreement — 2002 Award Year — between the company and Richard T. Morgan*		Incorporated by reference to Exhibit 10.12 of Form 10-K for the year ended December 31, 2002.
	10.12			Deferred Bonus Agreement — 2003 Award Year, between the Company and Richard T. Morgan*		Incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarterly period ended March 31, 2004.
	12			Computation of Ratio of Earnings to Fixed Charges		Filed herewith.
	21			List of Subsidiaries		Incorporated by reference to Exhibit 21 of Form 10-K for the year ended December 31, 2004.
	23.1			Consent of Deloitte & Touche LLP		Filed herewith.
	23.2			Consent of KPMG LLP		Filed herewith.
	23.3			Consent of Snell & Wilmer L.L.P.		Contained in Exhibit 5.1.
	24			Powers of Attorney		See signature page.
	25			Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of Wells Fargo Bank, National Association		Filed herewith.
	99			Form of Letter of Transmittal and related documents with respect to the Exchange Offer		Filed herewith.

*	Indicates a management contract or compensation plan.

Item 22.	Undertakings

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change

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	in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this registration statement; and
	(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(5) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
	(6) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.

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	Meritage Homes Corporation

	By:	/s/ Steven J. Hilton

	Steven J. Hilton
	Co-Chairman,
	Co-Chief Executive Officer

	By:	/s/ John R. Landon

	John R. Landon
	Co-Chairman,
	Co-Chief Executive Officer

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		as Co-Registrants By: /s/ Steven J. Hilton   Steven J. Hilton Principal Executive Officer and Director of each Co-Registrant that is a corporation and Principal Executive Officer and Director of the corporate general partner or sole member of each Co-Registrant that is a limited partnership or limited liability company, respectively. By: /s/ John R. Landon   John R. Landon Principal Executive Officer and Director of each Co-Registrant that is a corporation and Principal Executive Officer and Director of the corporate general partner or sole member of each Co-Registrant that is a limited partnership or limited liability company, respectively.

(1)	Executed by Meritage Homes of Arizona, Inc., as sole member
(2)	Executed by Meritage Homes Construction, Inc., as sole member
(3)	Executed by MTH-Texas GP, Inc., as general partner
(4)	Executed by MTH-Texas GP, Inc., the general partner of Legacy/Monterey Homes L.P., which in turn is the sole member of Meritage Holdings, L.L.C., which is the general partner of this Co-Registrant
(5)	Executed by MTH-Texas GP, Inc., the general partner of Legacy/Monterey Homes L.P., which is the sole member of this Co-Registrant
(6)	Executed by MTH-Texas GP II, Inc., as general partner
(7)	Executed by Monterey Homes Construction, Inc., as sole member
(8)	Executed by Meritage Homes Construction, Inc., as sole member

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		Signature		Title		Date
By:		/s/ Steven J. Hilton   Steven J. Hilton		Co-Chairman, Co-Chief Executive Officer and Director		March 28, 2005
By:		/s/ John R. Landon   John R. Landon		Co-Chairman, Co-Chief Executive Officer and Director		March 28, 2005
By:		/s/ Larry W. Seay   Larry W. Seay		Chief Financial Officer, Vice President and Secretary (Principal Financial Officer)		March 28, 2005
By:		/s/ Vicki L. Biggs   Vicki L. Biggs		Chief Accounting Officer, Vice President — Controller (Principal Accounting Officer)		March 28, 2005
By:		/s/ Robert G. Sarver   Robert G. Sarver		Director		March 28, 2005
By:		/s/ Raymond Oppel   Raymond Oppel		Director		March 28, 2005
By:		/s/ Peter L. Ax   Peter L. Ax		Director		March 28, 2005
By:		/s/ William G. Campbell   William G. Campbell		Director		March 28, 2005

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		Signature		Title		Date
By:		/s/ C. Timothy White   C. Timothy White		Director		March 28, 2005
By:		/s/ Richard T. Burke, Sr.   Richard T. Burke, Sr.		Director		March 28, 2005
By:		/s/ Gerald W. Haddock   Gerald W. Haddock		Director		March 28, 2005

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Signature				Title		Date
By:		/s/ Steven J. Hilton   Steven J. Hilton		Principal Executive Officer and Director (Principal Executive Officer)		March 28, 2005
By:		/s/ John R. Landon   John R. Landon		Principal Executive Officer and Director (Principal Executive Officer)		March 28, 2005
By:		/s/ Larry W. Seay   Larry W. Seay		Vice President (Principal Financial Officer and Principal Accounting Officer)		March 28, 2005

Name of Co-Registrant		General Partner or Sole Member of Co-Registrant
Meritage Paseo Crossing, LLC		Meritage Homes of Arizona, Inc.
Meritage Paseo Construction, LLC		Meritage Homes Construction, Inc.
Legacy/Monterey Homes L.P.		MTH-Texas GP, Inc.
Legacy Operating Company, L.P.		Meritage Holdings, L.L.C.
Meritage Holdings, L.L.C.		Legacy/Monterey Homes L.P.
Hulen Park Venture, LLC		Legacy/Monterey Homes L.P.
MTH Homes-Texas, L.P.		MTH-Texas GP II, Inc.
MTH-Cavalier, LLC		Monterey Homes Construction, Inc.
MTH Golf, LLC		Meritage Homes Construction, Inc.
Legacy-Hammonds Materials, L.P.		Meritage Holdings, L.L.C.

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Signature				Title		Date
By:		/s/ Steven J. Hilton   Steven J. Hilton		Principal Executive Officer and Director of each: Meritage Homes of Arizona, Inc., Meritage Homes Construction, Inc., MTH-Texas GP, Inc., MTH-Texas GP II, Inc., and Monterey Homes Construction Inc. Meritage Homes Construction, Inc.		March 28, 2005
By:		/s/ John R. Landon   John R. Landon		Principal Executive Officer and Director of each: Meritage Homes of Arizona, Inc., Meritage Homes Construction, Inc., MTH-Texas GP, Inc., MTH-Texas GP II, Inc. and Monterey Homes Construction, Inc. Meritage Homes Construction, Inc.		March 28, 2005
By:		/s/ Larry W. Seay   Larry W. Seay		Vice President of each: Meritage Homes of Arizona, Inc., Meritage Homes Construction, Inc., MTH-Texas GP, Inc., MTH-Texas GP II, Inc. and Monterey Homes Construction, Inc. Meritage Homes Construction, Inc. (Principal Financial Officer and Principal Accounting Officer)		March 28, 2005

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Exhibit
Number				Description		Page or Method of Filing
	2.1			Agreement and plan of Reorganization, dated as of September 13, 1996, by and among Homeplex, the Monterey Merging Companies and the Monterey Stockholders		Incorporated by reference to Exhibit 2 of Form S-4 Registration Statement No. 333-15937.
	2.2			Master Transaction Agreement, dated June 12, 2002, by and among the Company, MTH Homes-Texas, L.P., Hammonds Homes Ltd., Crystal City Land & Cattle, Ltd., Hammonds Homes I, LLC, Crystal City I, LLC and Ronnie D. Hammonds		Incorporated by reference to Exhibit 10.1 of Form 8-K dated July 12, 2002.
	2.2.1			Amendment No. 1 to Master Transaction Agreement, dated June 12, 2002, by and among the Company, MTH Homes-Texas, L.P., Hammonds Homes Ltd., Crystal City Land & Cattle, Ltd., Hammond Homes I, LLC, Crystal City I, LLC and Ronnie D. Hammonds		Incorporated by reference to Exhibit 10.2 of Form 8-K dated July 12, 2002.
	2.3			Master Transaction Agreement, dated October 7, 2002, by and among the Company, MTH-Homes Nevada, Inc., Perma-Bilt, A Nevada Corporation, and Zenith National Insurance Corp.		Incorporated by reference to Exhibit 10.1 of Form 8-K/A dated October 7, 2002.
	2.4			Master Transaction Agreement, dated February 9, 2005, by and among the Company, Meritage Homes of Florida, Inc., Colonial Homes, Inc., Colonial Shores, L.L.C. and The Colonial Company		Incorporated by reference to Exhibit 10.1 of Form 8-K/A dated February 22, 2005.
	3.1			Restated Articles of Incorporation of Meritage Homes Corporation		Incorporated by reference to Exhibit 3 of Form 8-K dated June 20, 2002.
	3.1.1			Amendment to Articles of Incorporation of Meritage Homes Corporation		Incorporated by reference to Exhibit 3.1 of Form 8-K dated September 15, 2004.
	3.2			Amended and Restated Bylaws of Meritage Homes Corporation		Incorporated by reference to Exhibit 3.3 of Form S-3 Registration Statement No. 333-58793.
	3.3			Articles of Incorporation of Monterey Homes Arizona, Inc.		Incorporated by reference to Exhibit 3.4 of Form S-4 Registration Statement No. 333-64538.
	3.4			Bylaws of Monterey Homes Arizona, Inc.		Incorporated by reference to Exhibit 3.5 of Form S-4 Registration Statement No. 333-64538.
	3.5			Articles of Organization of Meritage Paseo Crossing, LLC		Incorporated by reference to Exhibit 3.6 of Form S-4 Registration Statement No. 333-64538.
	3.6			Articles of Incorporation of Monterey Homes Construction, Inc.		Incorporated by reference to Exhibit 3.7 of Form S-4 Registration Statement No. 333-64538.
	3.7			Bylaws of Monterey Homes Construction, Inc.		Incorporated by reference to Exhibit 3.8 of Form S-4 Registration Statement No. 333-64538.
	3.8			Articles of Organization of Meritage Paseo Construction, LLC (formally Chandler 110, LLC)		Incorporated by reference to Exhibit 3.9 of Form S-4 Registration Statement No. 333-64538.

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Exhibit
Number				Description		Page or Method of Filing
	3.8.1			Amendment to Articles of Organization of Meritage Paseo Construction, LLC (formally Chandler 110, LLC)		Incorporated by reference to Exhibit 3.9.1 of Form S-4 Registration Statement No. 333-64538.
	3.9			Articles of Incorporation of MTH-Texas GP, Inc.		Incorporated by reference to Exhibit 3.12 of Form S-4 Registration Statement No. 333-64538.
	3.10			Bylaws of MTH-Texas GP, Inc.		Incorporated by reference to Exhibit 3.13 of Form S-4 Registration Statement No. 333-64538.
	3.11			Articles of Incorporation of MTH-Texas LP, Inc.		Incorporated by reference to Exhibit 3.14 of Form S-4 Registration Statement No. 333-64538.
	3.12			Bylaws of MTH-Texas LP, Inc.		Incorporated by reference to Exhibit 3.15 of Form S-4 Registration Statement No. 333-64538.
	3.13			Certificate of Limited Partnership of Legacy/ Monterey Homes L.P.		Incorporated by reference to Exhibit 3.16 of Form S-4 Registration Statement No. 333-64538.
	3.13.1			Amendment to Certificate of Limited Partnership of Legacy/ Monterey Homes L.P.		Incorporated by reference to Exhibit 3.16.1 of Form S-4 Registration Statement No. 333-64538.
	3.14			Articles of Incorporation of Meritage Homes of California, Inc. (formally Meritage Homes of Northern California, Inc.)		Incorporated by reference to Exhibit 3.17 of Form S-4 Registration Statement No. 333-64538.
	3.14.1			Certificate of Amendment of Articles of Incorporation for Meritage Homes of California		Incorporated by reference to Exhibit 3.17.1 of Form S-4 Registration Statement No. 333-115610.
	3.15			Bylaws of Meritage Homes of California, Inc. (formally Meritage Homes of Northern California, Inc.)		Incorporated by reference to Exhibit 3.18 of Form S-4 Registration Statement No. 333-64538.
	3.16			Articles of Incorporation of Meritage Homes Construction, Inc. (formerly known as Hancock-MTH Builders, Inc.)		Incorporated by reference to Exhibit 3.19 of Form S-4 Registration Statement No. 333-64538.
	3.17			Bylaws of Meritage Homes Construction, Inc. (formerly known as Hancock-MTH Builders, Inc.)		Incorporated by reference to Exhibit 3.20 of Form S-4 Registration Statement No. 333-64538.
	3.18			Articles of Incorporation of Meritage Homes of Arizona, Inc. (formerly known as Hancock-MTH Communities, Inc.)		Incorporated by reference to Exhibit 3.21 of Form S-4 Registration Statement No. 333-64538.
	3.19			Bylaws of Meritage Homes of Arizona, Inc. (formerly known as Hancock-MTH Communities, Inc.)		Incorporated by reference to Exhibit 3.22 of Form S-4 Registration Statement No. 333-64538.
	3.20			Certificate of Limited Partnership for Legacy Operating Company, L.P.		Incorporated by reference to Exhibit 3.23 of Form S-4 Registration Statement No. 333-64538.
	3.21			Articles of Incorporation of MTH-Texas GP II, Inc.		Incorporated by reference to Exhibit 3.26 of Form S-4 Registration Statement No. 333-105043.
	3.22			Bylaws of MTH-Texas GP II, Inc.		Incorporated by reference to Exhibit 3.27 of Form S-4 Registration Statement No. 333-105043.
	3.23			Articles of Incorporation of MTH-Texas LP II, Inc.		Incorporated by reference to Exhibit 3.28 of Form S-4 Registration Statement No. 333-105043.

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Exhibit
Number				Description		Page or Method of Filing
	3.24			Bylaws of MTH-Texas LP II, Inc.		Incorporated by reference to Exhibit 3.29 of Form S-4 Registration Statement No. 333-105043.
	3.25			Articles of Incorporation of MTH-Homes Nevada, Inc.		Incorporated by reference to Exhibit 3.30 of Form S-4 Registration Statement No. 333-105043.
	3.26			Bylaws of MTH-Homes Nevada, Inc.		Incorporated by reference to Exhibit 3.31 of Form S-4 Registration Statement No. 333-105043.
	3.27			Articles of Organization of Meritage Holdings, L.L.C.		Incorporated by reference to Exhibit 3.32 of Form S-4 Registration Statement No. 333-105043.
	3.28			Regulations of Meritage Holdings, L.L.C.		Incorporated by reference to Exhibit 3.33 of Form S-4 Registration Statement No. 333-105043.
	3.29			Articles of Organization of Hulen Park Venture, LLC		Incorporated by reference to Exhibit 3.34 of Form S-4 Registration Statement No. 333-105043.
	3.30			Regulations of Hulen Park Venture, LLC		Incorporated by reference to Exhibit 3.35 of Form S-4 Registration Statement No. 333-105043.
	3.31			Certificate of Limited Partnership of MTH Homes-Texas, L.P.		Incorporated by reference to Exhibit 3.36 of Form S-4 Registration Statement No. 333-105043.
	3.32			Agreement of Limited Partnership of MTH Homes-Texas, L.P.		Incorporated by reference to Exhibit 3.37 of Form S-4 Registration Statement No. 333-105043.
	3.33			Articles of Organization of MTH-Cavalier, LLC		Incorporated by reference to Exhibit 3.38 of Form S-4 Registration Statement No. 333-105043.
	3.34			Operating Agreement of MTH-Cavalier, LLC		Incorporated by reference to Exhibit 3.39 of Form S-4 Registration Statement No. 333-105043.
	3.35			Articles of Organization of MTH Golf, LLC (formerly known as Mission Royale Golf Course, LLC)		Incorporated by reference to Exhibit 3.40 of Form S-4 Registration Statement No. 333-109933.
	3.35.1			Amended and Restated Articles of Organization for MTH Golf, LLC		Incorporated by reference to Exhibit 3.40.1 of Form S-4 Registration Statement No. 333-109933.
	3.36			Certificate of Limited Partnership of Legacy-Hammonds Materials, L.P.		Incorporated by reference to Exhibit 3.41 of Form S-4 Registration Statement No. 333-109933.
	3.37			Agreement of Limited Partnership of Legacy- Hammonds Materials, L.P.		Incorporated by reference to Exhibit 3.42 of Form S-4 Registration Statement No. 333-109933.
	3.38			Articles of Incorporation of Meritage Homes of Colorado, Inc.		Incorporated by reference to Exhibit 3.43 of Form S-4 Registration Statement No. 333-115610.
	3.39			Bylaws of Meritage Homes of Colorado, Inc.		Incorporated by reference to Exhibit 3.44 of Form S-4 Registration Statement No. 333-115610.
	3.40			Articles of Incorporation of Meritage Homes of Florida, Inc.		Filed herewith.
	3.41			Bylaws of Meritage Homes of Florida, Inc.		Filed herewith.

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Exhibit
Number				Description		Page or Method of Filing
	4.1			Form of Specimen of Common Stock Certificate		Incorporated by reference to Exhibit 4.2 of Form S-3 Registration Statement No. 333-87398.
	4.2			Indenture, dated May 31, 2001, by and among the Company, the Guarantors named therein and Wells Fargo Bank, N.A. and form of 93/4% senior note due 2011		Incorporated by reference to Exhibit 4.1 of Form 8-K dated May 30, 2001.
	4.2.1			First Supplemental Indenture, dated September 20, 2001, by and among the Company, Hulen Park Venture, LLC, Meritage Holdings, L.L.C., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.3.1 of Form 10-K for the year ended December 31, 2002.
	4.2.2			Second Supplemental Indenture, dated July 12, 2002, by and among the Company, MTH Homes-Texas, L.P., MTH-Texas GP II, Inc., MTH-Texas LP II, Inc., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.3.2 of Form 10-K for the year ended December 31, 2002.
	4.2.3			Third Supplemental Indenture, dated October 21, 2002, by and among the Company, MTH-Homes Nevada, Inc., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.3.3 of Form 10-K for the year ended December 31, 2002.
	4.2.4			Fourth Supplemental Indenture, dated February 19, 2003 by and among the Company, MTH-Cavalier, LLC, the Guarantors named therein and Wells Fargo Bank., N.A.		Incorporated by reference to Exhibit 4.3.4 of Form 10-K for the year ended December 31, 2002.
	4.2.5			Fifth Supplemental Indenture, dated August 22, 2003, by and among the Company, MTH Golf, LLC (formerly known as Mission Royale Golf Course, LLC), Legacy-Hammonds Materials, L.P., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.2.5 of Form S-4 Registration Statement No. 333-109933.
	4.2.6			Sixth Supplemental Indenture, dated May 14, 2004, by and among the Company, Meritage Homes of Colorado, Inc., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.2.6 of Form S-4 Registration Statement No. 333-115610.
	4.2.7			Seventh Supplemental Indenture, dated December 20, 2004, by and among the Company, Meritage Homes of Florida, Inc., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.2.7 of Form 10-K for the year ended December 31, 2004.
	4.2.8			Eighth Supplemental Indenture, dated March 10, 2005, by and among the Company, the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.2.8 of Form 10-K for the year ended December 31, 2004.
	4.3			Indenture, dated April 21, 2004, by and among the Company, the Guarantors named therein and Wells Fargo Bank, N.A. and form of 7% senior note due 2014		Incorporated by reference to Exhibit 4.1 of Form 10-Q for the quarterly period ended March 31, 2004.
	4.3.1			First Supplemental Indenture, dated May 14, 2004, by and among the Company, Meritage Homes of Colorado, Inc., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.3.1 of Form S-4 Registration Statement No. 333-115610.

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Exhibit
Number				Description		Page or Method of Filing
	4.3.2			Second Supplemental Indenture, dated December 20, 2004, by and among the Company, Meritage Homes of Florida, Inc., the Guarantors named therein and Wells Fargo Bank, N.A.		Incorporated by reference to Exhibit 4.3.2 of Form 10-K for the year ended December 31, 2004.
	4.4			Indenture, dated March 10, 2005, by and among the Company, the Guarantors named therein and Wells Fargo Bank, N.A. and form of 61/4% senior note due 2015		Incorporated by reference to Exhibit 4.4 of Form 10-K for the year ended December 31, 2004.
	4.5			Registration Rights Agreement dated March 10, 2005 relating to 61/4% senior notes due 2015		Incorporated by reference to Exhibit 4.5 of Form 10-K for the year ended December 31, 2004.
	5			Opinion of Snell & Wilmer L.L.P. regarding the legality of the securities being registered		Filed herewith.
	10.1			Credit Agreement, dated December 12, 2002, by and among the Company, Guaranty Bank, Fleet National Bank, Bank One, NA and the other lenders thereto		Incorporated by reference to Exhibit 10.1 of Form 10-K for the year ended December 31, 2002.
	10.1.1			First Amendment to Credit Agreement, dated September 8, 2003, among the Company, Guaranty Bank, Fleet National Bank, Bank One, NA and the other lenders thereto		Incorporated by reference to Exhibit 10.1.1 of Form S-4 Registration Statement No. 333-109933.
	10.1.2			Second Amendment to Credit Agreement, dated December 3, 2003, among the Company, Guaranty Bank, Bank One, NA, Fleet National Bank and the other lenders thereto		Incorporated by reference to Exhibit 10.1.2 of Form 10-K for the year ended December 31, 2003.
	10.1.3			Third Amendment to Credit Agreement, dated April 20, 2004, among the Company, Guaranty Bank, Bank One, NA, Fleet National Bank and the other lenders thereto		Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarterly period ended March 31, 2004.
	10.1.4			Fourth Amendment to Credit Agreement, dated October 28, 2004, among the Company, Guaranty Bank, Bank One, NA, Fleet National Bank and the other lenders thereto		Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarterly period ended September 30, 2004.
	10.1.5			Fifth Amendment to Credit Agreement, dated December 23, 2004, among the company, Guaranty Bank, Bank One, NA, Fleet National Bank and the other lenders thereto		Incorporated by reference to Exhibit 10.1 of Form 8-K dated December 30, 2004.
	10.2			2001 Annual Incentive Plan*		Incorporated by reference to Exhibit B of the Proxy Statement for the 2001 Annual Meeting of Stockholders.
	10.3			Amended Meritage Stock Option Plan*		Incorporated by reference to Exhibit 10.3 of Form 10-K for the year ended December 31, 2004.
	10.3.1			Representative form of Meritage Qualified Stock Option Agreement*		Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarterly period ended September 30, 2004.
	10.3.2			Representative form of Meritage Non-Qualified Stock Option Agreement*		Incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarterly period ended September 30, 2004.
	10.4			Representative Form of Employment Agreements between the Company and Steven J. Hilton and John R. Landon*		Incorporated by reference to Exhibit 10.1 of Form 8-K dated July 8, 2003.

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Exhibit
Number				Description		Page or Method of Filing
	10.4.1			Revised Amendment to Employment Agreements between the Company and Steven J. Hilton and John R. Landon*		Incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarterly period ended June 30, 2004.
	10.5			Representative Form of Amended and Restated Change of Control Agreement between the Company and Steven J. Hilton and John R. Landon*		Incorporated by reference to Exhibit 10.2 of Form 8-K dated July 8, 2003.
	10.6			Employment Agreement between the Company and Larry W. Seay*		Incorporated by reference to Exhibit 10.7 of Form S-4 Registration Statement No. 333-109933.
	10.6.1			Amendment to Employment Agreement between the Company and Larry W. Seay*		Incorporated by reference to Exhibit 10.5 of Form 10-Q for the quarterly period ended March 31, 2004.
	10.7			Amended and Restated Change of Control Agreement between the Company and Larry W. Seay*		Incorporated by reference to Exhibit 10.8 of Form S-4 Registration Statement No. 333-109933.
	10.8			Change of Control Agreement between the Company and Richard T. Morgan*		Incorporated by reference to Exhibit 10.6 of Form 10-Q/A for the quarterly period ended March 31, 2000.
	10.9			Deferred Bonus Agreement — 2002 Award Year — between the Company and Larry W. Seay*		Incorporated by reference to Exhibit 10.10 of Form 10-K for the year ended December 31, 2002.
	10.10			Deferred Bonus Agreement — 2003 Award Year, between the Company and Larry W. Seay*		Incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarterly period ended March 31, 2004.
	10.11			Deferred bonus Agreement — 2002 Award Year — between the company and Richard T. Morgan*		Incorporated by reference to Exhibit 10.12 of Form 10-K for the year ended December 31, 2002.
	10.12			Deferred Bonus Agreement — 2003 Award Year, between the Company and Richard T. Morgan*		Incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarterly period ended March 31, 2004.
	12			Computation of Ratio of Earnings to Fixed Charges		Filed herewith.
	21			List of Subsidiaries		Incorporated by reference to Exhibit 21 of Form 10-K for the year ended December 31, 2004.
	23.1			Consent of Deloitte & Touche LLP		Filed herewith.
	23.2			Consent of KPMG LLP		Filed herewith.
	23.3			Consent of Snell & Wilmer L.L.P.		Contained in Exhibit 5.1.
	24			Powers of Attorney		See signature page.
	25			Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of Wells Fargo Bank, National Association		Filed herewith.
	99			Form of Letter of Transmittal and related documents with respect to the Exchange Offer		Filed herewith.

*	Indicates a management contract or compensation plan.