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Second Supplemental Indenture ? 7.731% Senior Subordinated Notes due 2017

Addendum or Modifications

Second Supplemental Indenture ? 7.731% Senior Subordinated Notes due 2017 | Document Parties: MERITAGE HOMES CORP | HSBC Bank USA, National Association | Meritage Holdings, LLC | MERITAGE HOMES CONSTRUCTION, INC | MERITAGE HOMES OPERATING COMPANY, LLC | MERITAGE PASEO CONSTRUCTION, LLC | MERITAGE PASEO CROSSING, LLC | MTH-CAVALIER, LLC | URBAN BUILDERS, INC | URBAN HOMES, LLC | Wells Fargo Bank, National Association | WW Project Seller, LLC You are currently viewing:
This Addendum or Modifications involves

MERITAGE HOMES CORP | HSBC Bank USA, National Association | Meritage Holdings, LLC | MERITAGE HOMES CONSTRUCTION, INC | MERITAGE HOMES OPERATING COMPANY, LLC | MERITAGE PASEO CONSTRUCTION, LLC | MERITAGE PASEO CROSSING, LLC | MTH-CAVALIER, LLC | URBAN BUILDERS, INC | URBAN HOMES, LLC | Wells Fargo Bank, National Association | WW Project Seller, LLC

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Title: Second Supplemental Indenture ? 7.731% Senior Subordinated Notes due 2017
Governing Law: New York     Date: 5/7/2009
Industry: Construction Services     Sector: Capital Goods

Second Supplemental Indenture ? 7.731% Senior Subordinated Notes due 2017, Parties: meritage homes corp , hsbc bank usa  national association , meritage holdings  llc , meritage homes construction  inc , meritage homes operating company  llc , meritage paseo construction  llc , meritage paseo crossing  llc , mth-cavalier  llc , urban builders  inc , urban homes  llc , wells fargo bank  national association , ww project seller  llc
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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 Truste


 
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