Exhibit 4.4.1


 


FIRST SUPPLEMENTAL INDENTURE,
dated as of July 10, 2007 (the “First Supplemental Indenture”)
between Meritage Homes Corporation, a corporation organized under the laws of
the State of Maryland (the “Issuer”), the Guarantors named herein, Meritage
Homes of Texas, LLC, 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 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, 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 First 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 First 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 First
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 First 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 First 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 First 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 First 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 First Supplemental Indenture refer to this
First 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 First 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 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 First 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 First Supplemental
Indenture shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.


 


8.             Counterparts.  This First 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 First 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.


 


2

















 


IN WITNESS
WHEREOF, the Issuer, the Additional Guarantors and the Trustee have caused this
First 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/ Amy L. Martin

  
	
   

  	
  Name:

  	
  Amy L. Martin

  
	
   

  	
  Title:

  	
  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