Exhibit 4.1


 


Second
Supplemental Indenture — 7.731% Senior Subordinated Notes due 2017


 


SECOND SUPPLEMENTAL INDENTURE,
dated as of March 6, 2009 (the “Second  Supplemental Indenture”)
between Meritage Homes Corporation, a corporation organized under the laws of
the State of Maryland (the “Issuer”), the Guarantors named herein, WW
Project Seller, LLC (the “Additional Guarantor”) and HSBC Bank USA,
National Association, as trustee (the “Successor  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 Wells Fargo Bank, National Association (the “Prior
Trustee”) are parties to that certain Indenture dated as of February 23,
2007 (the “Indenture”) pursuant to which the Company issued its 7.731%
Senior Subordinated Notes due 2017 (the “Notes”) and the Guarantors
guaranteed the obligations of the Issuer under the Indenture and the Notes;


 


WHEREAS, the Successor Trustee
was appointed the trustee under the Indenture to replace the Prior Trustee
pursuant to that certain Instrument of Resignation, Appointment and Acceptance,
dated and effective as of May 27, 2008, by and among the Issuer, the Prior
Trustee and the Successor Trustee;


 


WHEREAS, the Issuer, the
Guarantors thereto, Meritage Homes of Texas, LLC, Meritage Homes Operating
Company, LLC and the Prior Trustee are parties to the First Supplemental
Indenture, dated as of July 10, 2007, pursuant to which Meritage Homes of
Texas, LLC and Meritage Homes Operating Company, 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
Guarantor is a Restricted Subsidiary of the Issuer;


 


WHEREAS, the Issuer and the
Successor Trustee desire to have the Additional Guarantors 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 Successor 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 Second 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 Guarantor and the
Successor 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 Successor
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
Successor 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 Successor 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.


 


2

















 


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.


 


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.


 


3

















 


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


 


	
   

  	
  ISSUER:

  
	
   

  	
   

  
	
   

  	
  MERITAGE
  HOMES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADDITIONAL
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  WW
  PROJECT SELLER, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Paseo Crossing, LLC

  
	
   

  	
  Its:

  	
  Sole
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Homes of Arizona, Inc.

  
	
   

  	
  Its:

  	
  Sole
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  



 


4

















 


	
   

  	
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  HSBC
  BANK USA, NATIONAL ASSOCIATION, as 

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  MERITAGE
  PASEO CROSSING, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Homes of Arizona, Inc.

  
	
   

  	
  Its:

  	
  Sole
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  MERITAGE
  PASEO CONSTRUCTION, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Homes Construction, Inc.

  
	
   

  	
  Its:

  	
  Sole
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  



 


5

















 


	
   

  	
  MERITAGE
  HOMES OF ARIZONA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  
	
   

  	
   

  
	
   

  	
  MERITAGE
  HOMES CONSTRUCTION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  
	
   

  	
   

  
	
   

  	
  MERITAGE
  HOMES OF TEXAS HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  



 


6
















 


	
   

  	
  MERITAGE
  HOMES OF CALIFORNIA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  
	
   

  	
   

  
	
   

  	
  MERITAGE HOMES OF TEXAS
  JOINT VENTURE

  HOLDING COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage Homes of
  Texas, LLC

  
	
   

  	
  Its:

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage Homes of Texas
  Holding, Inc.

  
	
   

  	
  Its:

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  
	
   

  	
   

  
	
   

  	
  MERITAGE HOLDINGS,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage Homes of Texas
  Holding, Inc.

  
	
   

  	
  Its:

  	
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  



 


7

















 


	
   

  	
  MERITAGE
  HOMES OF NEVADA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MTH-CAVALIER,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Homes Construction, Inc.

  
	
   

  	
  Its:

  	
  Sole
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  
	
   

  	
   

  
	
   

  	
  MTH
  GOLF

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Homes Construction, Inc.

  
	
   

  	
  Its:

  	
  Sole
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  



 


8

















 


	
   

  	
  MERITAGE
  HOMES OF COLORADO, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MERITAGE
  HOMES OF FLORIDA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  
	
   

  	
   

  
	
   

  	
  CALIFORNIA
  URBAN BUILDERS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  



 


9

















 


	
   

  	
  CALIFORNIA
  URBAN HOMES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Homes of California, Inc.

  
	
   

  	
  Its:

  	
  Sole
  Member and Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  
	
   

  	
   

  
	
   

  	
  MERITAGE
  HOMES OF TEXAS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Homes of Texas Holding, Inc.

  
	
   

  	
  Its:

  	
  Sole
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  



 


10

















 


	
   

  	
  MERITAGE
  HOMES OPERATING COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Holdings, L.L.C.

  
	
   

  	
  Its:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Homes of Texas Holding, Inc.

  
	
   

  	
  Its:

  	
  Sole
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Larry W. Seay

  
	
   

  	
  Name:

  	
  Larry
  W. Seay

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial Officer

  and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John Carroll

  
	
   

  	
  Name:

  	
  John
  Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  



 


11