Exhibit 4.3.2


 


SECOND SUPPLEMENTAL INDENTURE,
dated as of December 20, 2004 (the “Second Supplemental Indenture”)
between Meritage Homes Corporation, a corporation organized under the laws of
the State of Maryland (the “Issuer”), the Guarantors named therein,
Meritage Homes of Florida, Inc. (the “Additional Guarantor”) 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 (the
“First Supplemental Indenture”) pursuant to which Meritage Homes of
Colorado, Inc. was added as a Guarantor;


 


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
Guarantor is a Restricted Subsidiary of the Issuer;


 


WHEREAS, the Issuer and the
Trustee desire to have the Additional Guarantor enter into this Second
Supplemental Indenture and agree to guaranty the obligations of the Issuer
under the Indenture and the Notes and the Additional Guarantor desires to enter
into this Second 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
Second 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 Articles of Incorporation and Bylaws of the Additional
Guarantor (as now in effect) necessary to make this Second Supplemental
Indenture a valid instrument legally binding on the Additional Guarantor 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 Guarantor 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 Guarantor as Guarantor.  As of
the date hereof and pursuant to this Second Supplemental Indenture, the
Additional Guarantor shall 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 Second Supplemental Indenture by the Additional
Guarantor (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 Second
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 Second Supplemental Indenture refer
to this Second 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 Second
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 Guarantor,
respectively, and makes no representations as to the validity or enforceability
against either the Issuer or the Additional Guarantor.


 


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 Second 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
Second Supplemental Indenture shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.


 


8.                                       Counterparts.  This Second 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.


 


2





















 


9.                                       Governing Law.  This Second 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 Guarantor and the Trustee have caused this Second Supplemental
Indenture to be duly executed as of the date Second 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
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  TRUSTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jeanie Mar

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Vice
  President

  



 


3





















 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
  MONTEREY
  HOMES ARIZONA, 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

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  MONTEREY
  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, President and Chief

  
	
   

  	
   

  	
  Executive
  Officer

  



 


4





















 


	
   

  	
  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.

  
	
   

  	
   

  	
   

  
	
   

  	
  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 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

  



 


5





















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  



 


6





















 


	
   

  	
  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

  



 


7





















 


	
   

  	
  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

  



 


8





















 


	
   

  	
  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:

  	
  Hancock-MTH
  Builders, 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

  



 


9





















 


	
   

  	
  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

  



 


10