exv4w3w3



 






EXHIBIT 4.3.3




     THIRD SUPPLEMENTAL INDENTURE, dated as of April 18, 2005 (the “Third Supplemental
Indenture”) between Meritage Homes Corporation, a corporation organized under the laws of the
State of Maryland (the “Issuer”), the Guarantors named therein, California Urban Builders,
Inc. and California Urban Homes, 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, 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
Third 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 Third 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 Third 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 Third 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
Third 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 Third 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 Third 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 Third Supplemental Indenture refer to this Third 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 Third 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 Third 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 Third Supplemental Indenture shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns.



     8. Counterparts. This Third 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 Third 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.



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     IN WITNESS WHEREOF, the Issuer, the Additional Guarantors and the Trustee have caused this
Third Supplemental Indenture to be duly executed as of the date first 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 GUARANTORS:



CALIFORNIA URBAN BUILDERS, 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 	 



	 	 	 	 	 
	 	CALIFORNIA URBAN HOMES, LLC

 	 
	 	By:  	Meritage Homes of California, Inc.
 	 
	 	Its:  	      Sole Member and Manager 	 



	 	 	 	 	 
	 	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/ Madeliena J. Hall
 	 
	 	Its:      Vice President 	 
	 	 	 	 




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	 	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 	 



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	 	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 	 



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	 	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 	 



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	 	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 	 



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	 	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 	 



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	 	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:  	 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-Chairman and Co-CEO 	 



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	 	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 	 



	 	 	 	 	 
	 	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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