Exhibit 4.2


 


SECOND
SUPPLEMENTAL INDENTURE, dated as of September 22, 2005 (the “Second
Supplemental Indenture”) between Meritage Homes Corporation, a corporation
organized under the laws of the State of Maryland (the “Issuer”), the
Guarantors named therein, Greater Homes, Inc. and Greater Interiors, 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 March 10, 2005 (the “Indenture”) pursuant to
which the Company issued its 6 1⁄4% Senior Notes 2015 (the “Notes”) and
the Guarantors guaranteed the obligations of the Issuer under the Indenture and
the Notes;


 


WHEREAS, the Issuer, the
Guarantors thereto, California Urban Builders, Inc., California Urban
Homes, LLC and the Trustee are parties to the First 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,
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 Guarantor enter into
this Second 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 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 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 Guarantor 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 Second 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 Second
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 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 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 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 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.


 


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.


 


2





















 


IN
WITNESS WHEREOF, the Issuer, the Additional Guarantors and the Trustee have
caused this Second 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:

  
	
   

  	
   

  
	
   

  	
  GREATER HOMES, 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

  
	
   

  	
   

  
	
   

  	
  GREATER INTERIORS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Greater Homes, 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/ Maddy Hall

  
	
   

  	
  Its:

  	
  Assistant Vice President

  



 


3





















 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  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.

  
	
   

  	
   

  	
  /s/ Larry W. Seay

  
	
   

  	
  By:

  	
  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

  



 


4





















 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  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

  



 


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

  



 


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

  



 


7





















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  



 


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

  
	
   

  	
   

  
	
   

  	
  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

  



 


9