Exhibit 4.2.5


 


FIFTH SUPPLEMENTAL INDENTURE,
dated as of July 10, 2007 (the “Fifth 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 Texas, LLC and Meritage Homes Operating Company, 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, the Issuer, the
Guarantors thereto, Greater Homes, Inc. and Greater Interiors, LLC are
parties to the Fourth Supplemental Indenture, dated as of September 22,
2005, pursuant to which Greater Homes, Inc. and Greater Interiors, 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 Fifth 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
Fifth 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 Fifth
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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth Supplemental Indenture refer to this
Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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:

  
	
   

  	
   

  
	
   

  	
  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

  



 


3

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Maddy Hall

  
	
   

  	
  Name:

  	
  Maddy Hall

  
	
   

  	
  Title:

  	
  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:

  	
  Executive
  Vice President, Chief Financial Officer and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Carroll

  
	
   

  	
  Name:

  	
  John Carroll

  
	
   

  	
  Title:

  	
  Vice
  President-Treasurer

  



 


4

















 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  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

  



 


5

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  



 


6

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  



 


7

















 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  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

  



 


8

















 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GREATER
  HOMES, 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