Exhibit 4.1

 

FOURTH SUPPLEMENTAL INDENTURE, dated as of September 22, 2005 (the “Fourth Supplemental Indenture”) between Meritage Homes Corporation, a corporation organized under the laws of the State of Maryland (the “Issuer”), the Guarantors named therein, Greater Homes, Inc. and Greater Interiors, LLC (together, the “Additional Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), under the Indenture (as defined below).  Capitalized terms used and not defined herein shall have the same meanings given in the Indenture unless otherwise indicated.

 

WHEREAS, the Issuer, the Guarantors thereto and the Trustee are parties to that certain Indenture dated as of April 21, 2004 (the “Indenture”) pursuant to which the Company issued its 7% Senior Notes 2014 (the “Notes”) and the Guarantors guaranteed the obligations of the Issuer under the Indenture and the Notes;

 

WHEREAS, the Issuer, the Guarantors thereto, Meritage Homes of Colorado, Inc. and the Trustee are parties to the First Supplemental Indenture, dated as of May 14, 2004 pursuant to which Meritage Homes of Colorado, Inc. was added as a Guarantor;

 

WHEREAS, the Issuer, the Guarantors thereto, Meritage Homes of Florida, Inc. and the Trustee are parties to the Second Supplemental Indenture, dated as of December 20, 2004 pursuant to which Meritage Homes of Florida, Inc. was added as a Guarantor;

 

WHEREAS, the Issuer, the Guarantors thereto, California Urban Builders, Inc., California Urban Homes, LLC and the Trustee are parties to the Third Supplemental Indenture, dated as of April 18, 2005 pursuant to which California Urban Builders, Inc. and California Urban Homes, LLC were added as Guarantors;

 

WHEREAS, pursuant to Section 4.13 of the Indenture, if the Issuer acquires or creates any additional subsidiary which is a Restricted Subsidiary, each such subsidiary shall execute and deliver a supplemental indenture pursuant to which such subsidiary shall unconditionally guaranty the Issuer’s obligations under the Notes;

 

WHEREAS, the Additional Guarantors are each a Restricted Subsidiary of the Issuer;

 

WHEREAS, the Issuer and the Trustee desire to have the Additional Guarantors enter into this Fourth Supplemental Indenture and agree to guaranty the obligations of the Issuer under the Indenture and the Notes and the Additional Guarantors desire to enter into this Fourth Supplemental Indenture and to guaranty the obligations of the Issuer under the Indenture and the Notes as of such date;

 

WHEREAS, Section 8.01 of the Indenture provides that the Issuer, the Guarantors and the Trustee may, without the written consent of the Holders of the outstanding Notes, amend the Indenture as provided herein;

 

WHEREAS, by entering into this Fourth Supplemental Indenture, the Issuer and the Trustee have consented to amend the Indenture in accordance with the terms and conditions herein;

 

WHEREAS, each Guarantor hereby acknowledges and consents to amend the Indenture in accordance with the terms and conditions herein; and

 

 

WHEREAS, all acts and things prescribed by the charter documents of the Additional Guarantors (as now in effect) necessary to make this Fourth Supplemental Indenture a valid instrument legally binding on the Additional Guarantors for the purposes herein expressed, in accordance with its terms, have been duly done and performed.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Additional Guarantors and the Trustee hereby agree for the benefit of each other and the equal and ratable benefit of the Holders of the Notes as follows:

 

1.             Additional Guarantors as Guarantors.  As of the date hereof and pursuant to this Fourth Supplemental Indenture, the Additional Guarantors shall each become a Guarantor under the definition of Guarantor in the Indenture in accordance with the terms and conditions of the Indenture and shall assume all rights and obligations of a Guarantor thereunder.

 

2.             Compliance with and Fulfillment of Condition of Section 4.13.  The execution and delivery of this Fourth Supplemental Indenture by the Additional Guarantors (along with such documentation relating thereto as the Trustee shall require) fulfills the obligations of the Issuer under Section 4.13 of the Indenture.

 

3.             Construction.  For all purposes of this Fourth Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the defined terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Fourth Supplemental Indenture refer to this Fourth Supplemental Indenture as a whole and not to any particular Section hereof.

 

4.             Trustee Acceptance.  The Trustee accepts the amendment of the Indenture effected by this Fourth Supplemental Indenture, as hereby amended, but only upon the terms and conditions set forth in the Indenture, as hereby amended, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee in the performance of its duties and obligations under the Indenture, as hereby amended.  Without limiting the generality of the foregoing, the Trustee has no responsibility for the correctness of the recitals of fact herein contained which shall be taken as the statements of each of the Issuer and the Additional Guarantors, respectively, and makes no representations as to the validity or enforceability against either the Issuer or the Additional Guarantors.

 

5.             Indenture Ratified.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

 

6.             Holders Bound.  This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of the Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

 

7.             Successors and Assigns.  This Fourth Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

 

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8.             Counterparts.  This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of such counterparts shall together constitute one and the same instrument.

 

9.             Governing Law.  This Fourth Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to principles of conflicts of laws.

 

IN WITNESS WHEREOF, the Issuer, the Additional Guarantors and the Trustee have caused this Fourth Supplemental Indenture to be duly executed as of the date first above written.

 

	ISSUER:
	MERITAGE HOMES CORPORATION
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman, Co-President and Co- Chief Executive Officer
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Chief Financial Officer, Vice President-Finance and Secretary
	ADDITIONAL GUARANTORS:
	GREATER HOMES, INC.
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	GREATER INTERIORS, LLC
	By:	Greater Homes, Inc.
	Its:	Sole Member and Manager
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary

 

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	TRUSTEE:
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	By:	/s/ Maddy Hall
	Its:	Assistant Vice President
	GUARANTORS:
	MERITAGE PASEO CROSSING, LLC
	By:	Meritage Homes of Arizona, Inc., its Sole Member
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-CEO and Chairman
	MERITAGE PASEO CONSTRUCTION, LLC
	By:	Meritage Homes Construction, Inc., its Sole Member
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-CEO and Co-Chairman
	MERITAGE HOMES OF ARIZONA, INC.
		/s/ Larry W. Seay
	By:	Name:	Larry W. Seay
		Title:	Vice President-Secretary
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-CEO and Co-Chairman

 

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	MERITAGE HOMES CONSTRUCTION, INC.
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-CEO and Co-Chairman
	MTH-TEXAS GP, INC.
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman
	MTH-TEXAS LP, INC.
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman
	LEGACY/MONTEREY HOMES L.P.
	By:	MTH-Texas GP, Inc., its General Partner
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman

 

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	MERITAGE HOMES OF CALIFORNIA, INC.
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-CEO, President and Chief Executive Officer
	LEGACY OPERATING COMPANY, L.P.
	By:	Meritage Holdings, L.L.C., its General Partner
	By:	Legacy/Monterey Homes L.P., its Sole Member
	By:	MTH-Texas GP, Inc., its General Partner
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	HULEN PARK VENTURE, LLC
	By:	Legacy/Monterey Homes L.P., its Sole Member
	By:	MTH-Texas GP, Inc., its General Partner
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary

 

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	MERITAGE HOLDINGS, L.L.C.
	By:	Legacy/Monterey Homes L.P., its Sole Member
	By:	MTH-Texas GP, Inc., its General Partner
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	MTH HOMES-TEXAS, L.P.
	By:	MTH-Texas GP II, Inc., its General Partner
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	MTH-TEXAS GP II, INC.
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	MTH-TEXAS LP II, INC.
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary

 

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	MTH-HOMES NEVADA, INC.
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman and Chief Executive Officer
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	MTH-CAVALIER, LLC
	By:	Monterey Homes Construction, Inc., its Sole Member
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-CEO, President and Chief Executive Officer
	MTH GOLF
	By:	Meritage Homes Construction, Inc., its Sole Member
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman and Co-CEO

 

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	LEGACY-HAMMONDS MATERIALS, L.P.
	By:	Meritage Holdings, L.L.C., its General Partner
	By:	Legacy/Monterey Homes L.P., its Sole Member
	By:	MTH-Texas GP, Inc., its General Partner
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	MERITAGE HOMES OF COLORADO, INC.
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman and CEO
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	MERITAGE HOMES OF FLORIDA, INC.
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary
	CALIFORNIA URBAN BUILDERS, INC.
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary

 

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	CALIFORNIA URBAN HOMES, LLC
	By:	Meritage Homes of California, Inc.
	Its:	Sole Member and Manager
	By:	/s/ Steven J. Hilton
		Name:	Steven J. Hilton
		Title:	Co-Chairman
	By:	/s/ Larry W. Seay
		Name:	Larry W. Seay
		Title:	Vice President-Secretary

 

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