Exhibit 4.2.8


 


EIGHTH SUPPLEMENTAL INDENTURE


 


EIGHTH
SUPPLEMENTAL INDENTURE, dated as of March 10, 2005 (the “Eighth
Supplemental Indenture”) between Meritage Homes Corporation, a corporation
organized under the laws of the State of Maryland (the “Issuer”), the
Guarantors named therein 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 May 30, 2001 (the “Indenture”) pursuant to which the
Issuer has issued its 9 3⁄4% Senior Notes due 2011 (the “Notes”) and the
Guarantors have guaranteed the obligations of the Issuer under the Indenture
and the Notes;


 


WHEREAS, the Issuer, the
Guarantors thereto, Hulen Park Venture, LLC, Meritage Holdings, L.L.C. and the
Trustee are parties to that First Supplemental Indenture, dated as of September 20,
2001 pursuant to which Hulen Park Venture, LLC and Meritage Holdings, L.L.C.
were added as Guarantors;


 


WHEREAS,
the Issuer, the Guarantors thereto, MTH Homes-Texas, L.P., MTH-Texas GP II, Inc.,
MTH-Texas LP II, Inc. and the Trustee are parties to that Second
Supplemental Indenture, dated as of July 12, 2002 pursuant to which MTH
Homes-Texas, L.P., MTH-Texas GP II, Inc. and MTH-Texas LP II, Inc.
were added as Guarantors;


 


WHEREAS,
the Issuer, the Guarantors thereto, MTH-Homes Nevada, Inc. and the Trustee
are parties to that Third Supplemental Indenture, dated as of October 21,
2002 pursuant to which MTH-Homes Nevada, Inc. was added as a Guarantor;


 


WHEREAS,
the Issuer, the Guarantors thereto, MTH Cavalier, LLC and the Trustee are
parties to that Fourth Supplemental Indenture, dated as of February 19,
2003 pursuant to which MTH Cavalier, LLC was added as a Guarantor;


 


WHEREAS,
the Issuer, the Guarantors thereto, Mission Royale Golf Course, LLC,
Legacy-Hammonds Materials, L.P. and the Trustee are parties to that Fifth
Supplemental Indenture, dated as of August 22, 2003 pursuant to which
Mission Royale Golf Course, LLC and Legacy-Hammonds Materials, L.P. were added
as Guarantors;


 


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


 


WHEREAS,
the Issuer is making an offer to purchase for cash all outstanding Notes upon
the terms and subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement and accompanying Consent and Letter of
Transmittal dated February 23, 2005 (the “Tender Offer and Consent”);


 





















 


WHEREAS,
pursuant to the Tender Offer and Consent, the Issuer has solicited from Holders
of the Notes consents to certain amendments to the Indenture, which are
contained in this Eighth Supplemental Indenture;


 


WHEREAS,
Section 8.02 of the Indenture provides that the Issuer, upon written
request accompanied by a Board Resolution, and the Trustee may, with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Notes then outstanding, enter into a supplemental indenture to
provide for, among other things, the amendments set forth below, except with
respect to Section 4.20 of the Indenture regarding changes of control
which requires the consent of the Holders of at least two-thirds of the
aggregate principal amount of the Notes then outstanding;


 


WHEREAS,
the Tender Offer and Consent is conditioned upon, among other things, the
proposed amendments (the “Proposed Amendments”) to the Indenture set forth
herein having been approved by at least a majority in aggregate principal
amount of the Notes then outstanding, except with respect to the proposed
amendments to Section 4.20 of the Indenture regarding changes of control
which requires the consent of the Holders of at least two-thirds of the
aggregate principal amount of the Notes then outstanding, with the
effectiveness of such Proposed Amendments subject to the initial acceptance for
payment by the Issuer pursuant to the Tender Offer and Consent of at least a
majority in aggregate outstanding principal amount of the Notes;


 


WHEREAS,
the Issuer has received and delivered to the Trustee the requisite consents to
effect the Proposed Amendments under the Indenture and the Notes; and


 


WHEREAS,
all other acts and proceedings required by law, by the Indenture and the
articles of incorporation and by-laws of the Issuer to make this Eighth
Supplemental Indenture a valid and binding agreement of the Issuer for the
purposes expressed herein, in accordance with its terms, have been fully done
and performed;


 


NOW,
THEREFORE, each party hereto agrees as follows for the benefit of each other
party and for the equal and ratable benefit of the Holders of the Notes:


 


1.                                       Amendments.


 


(a)                                  The Indenture is hereby amended by deleting
Sections 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14,
4.15, 4.16, 4.17, 4.18 and 4.20 of the
Indenture and all references thereto in the Indenture in their entirety.


 


(b)                                 The Indenture is hereby amended by amending Section 4.02
to read in its entirety as follows:


 


“The Issuer shall at all times comply with TIA Section 314(a).”


 


(c)                                  The Indenture is hereby amended by amending Section 5.01
to read in its entirety as follows:


 


“The Issuer shall not, directly or indirectly, in a single transaction
or a series of related transactions, (a) consolidate or merge with or into
(other than a merger that satisfies the requirements of clause (1) below
with a Wholly-Owned


 


2





















 


Restricted Subsidiary solely for the purpose of changing the Issuer’s
jurisdiction of incorporation to another State of the United States), or sell,
lease, transfer, convey or otherwise dispose of or assign all or substantially
all of the assets of the Issuer or the Issuer and the Restricted Subsidiaries
(taken as a whole) or (b) adopt a Plan of Liquidation unless, in either
case:


 


(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, this 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; and


 


(2)               immediately prior
to and 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.


 


Except as provided
under Section 10.04 no Guarantor may consolidate with or merge with or
into (whether or not such Guarantor is the surviving Person) another Person,
whether or not affiliated with such Guarantor, unless:


 


(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, this Indenture and the Registration Rights Agreement; and


 


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


 


For purposes of
the foregoing, the transfer (by lease, assignment, sale or otherwise, in a
single transaction or series of transactions) of all or substantially all of
the assets of one or more Restricted Subsidiaries, the Equity Interests of
which constitute all or substantially all of the assets of the Issuer, will be
deemed to be the transfer of all or substantially all of the assets of the
Issuer.


 


Upon any
consolidation, combination or merger of the Issuer or a Guarantor, or any
transfer of all or substantially all of the assets of the Issuer in accordance
with the


 


3





















 


foregoing, in
which the Issuer or such Guarantor is not the continuing obligor under the
Notes or its Note Guarantee, the surviving entity formed by such consolidation
or into which the Issuer or such Guarantor is merged or to which the
conveyance, lease or transfer is made will succeed to, and be substituted for,
and may exercise every right and power of, the Issuer or such Guarantor under
this Indenture, the Notes and the Note Guarantees with the same effect as if
such surviving entity had been named therein as the Issuer or such Guarantor
and, except in the case of a conveyance, transfer or lease, the Issuer or such
Guarantor, as the case may be, will be released from the obligation to pay the
principal of and interest on the Notes or in respect of its Note Guarantee, as
the case may be, and all of the Issuer’s or such Guarantor’s other obligations
and covenants under the Notes, this Indenture and its Note Guarantee, if
applicable.


 


Notwithstanding
the foregoing, any Restricted Subsidiary may merge into the Issuer or another
Restricted Subsidiary.”


 


(d)                                 The Indenture is hereby amended by amending Section 6.01
to read in its entirety as follows:


 


“Each
of the following is an “Event of Default”:


 


(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 Section 5.01;
and


 


(4)               failure by the Issuer to comply with any other
agreement or covenant in this 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.


 


Subject to Section 7.01
and 7.02, the Trustee shall not be charged with knowledge of any Default,
Change of Control or Asset Sale or the requirement for payment of Liquidated
Damages unless written notice thereof shall have been given to a Responsible
Officer at the Corporate Trust Office of the Trustee by the Issuer or any other
Person.”


 


(e)                                  All
terms defined in Sections 4.06, 4.08, 4.09,
4.10, 4.15, 4.16 and 4.20 of the Indenture deleted pursuant to this
Eighth Supplemental Indenture, but not used elsewhere in the Indenture or the
Notes, are hereby deleted in their entirety.


 


2.                                       Effectiveness.  This Eighth Supplemental
Indenture supplements the Indenture and shall be a part and subject to all of
the terms thereof.  Except as
supplemented hereby, the Indenture shall continue in full force and effect.


 


The amendments effected by this Eighth Supplemental Indenture shall
take effect on the date that each of the following conditions shall have been
satisfied or waived:


 


4





















 


(a)                                  each of the parties hereto shall have executed
and delivered this Eighth Supplemental Indenture; and


 


(b)                                 the Issuer shall have received written consent to
these amendments from the Holders of at least a majority in aggregate principal
amount of the Notes then outstanding, except with respect to the amendments to Section 4.20
of the Indenture regarding changes of control which requires the consent of the
Holders of at least two-thirds of the aggregate principal amount of Notes then
outstanding;


 


provided, however, that the amendments set forth in Section 1
of this Eighth Supplemental Indenture shall become operative only upon and
simultaneously with, and shall have no force and effect prior to, the Initial Payment
Date as defined in the Tender Offer and Consent.


 


3.                                       Trust Indenture Act Controls.  If any
provision of this Eighth Supplemental Indenture limits, qualifies or conflicts
with another provision of this Eighth Supplemental Indenture or the Indenture
that is required to be included by the Trust Indenture Act of 1939, as amended,
as in force at the date of this Eighth Supplemental Indenture is executed, the
provision required by the Trust Indenture Act shall control.


 


4.                                       Effect of Recitals.  The
recitals contained herein shall be taken as statements of the Issuer and the
Trustee assumes no responsibility for their correctness.  The Trustee makes no representation as to the
validity or sufficiency of this Eighth Supplemental Indenture.


 


5.                                       Governing Law.  This Eighth Supplemental
Indenture shall be governed by and construed in accordance with the laws
of the State of New York, as applied to contracts made and performed within the
State of New York.


 


6.                                       Multiple Counterparts.  The
parties may sign multiple counterparts of this Eighth Supplemental
Indenture.  Each signed counterpart shall
be deemed an original, but all of them together represent one and the same
agreement


 


7.                                       Separability.  Each provision of this
Eighth Supplemental Indenture shall be considered separable and if for any
reason any provision which is not essential to the effectuation of the basic
purpose of this Eighth Supplemental Indenture or the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


5





















 


IN WITNESS WHEREOF, the parties have caused this Eighth Supplemental
Indenture to be executed as of the date first written above.


 


	
   

  	
  ISSUER:

  
	
   

  	
   

  	
   

  
	
   

  	
  MERITAGE HOMES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven J. Hilton

  
	
   

  	
   

  	
  Name:               Steven
  J. Hilton

  
	
   

  	
   

  	
  Title:                     Co-Chairman and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Larry W. Seay

  
	
   

  	
   

  	
  Name:               Larry
  W. Seay

  
	
   

  	
   

  	
  Title:                     Chief Financial Officer

  



 


S-1





















 


	
   

  	
  TRUSTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Maddy Hall

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Trust Officer

  



 


S-2





















 


	
   

  	
  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

  



 


S-3





















 


	
   

  	
  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

  



 


S-4





















 


	
   

  	
  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

  



 


S-5





















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  



 


S-6





















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  



 


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  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, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  



 


S-8





















 


	
   

  	
  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

  



 


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