Contract

Exhibit 4.5

THIRD SUPPLEMENTAL INDENTURE, dated as of June 12, 2014 (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, Meritage Homes of South Carolina, Inc., a Corporation organized under the laws of the State of Arizona (the “Additional Guarantor”) and Xxxxx 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 10, 2012 (the “Indenture”) pursuant to which the Company issued its 7% Senior Notes due 2022 (the “Notes”) and the Guarantors guaranteed the obligations of the Issuer under the Indenture and the Notes;

WHEREAS, pursuant to Section 4.08 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 Issuer, the Guarantors thereto, the Trustee and Meritage Homes of Florida Realty LLC are parties that certain First Supplemental Indenture dated as of August 21, 2012 pursuant to which Meritage Homes Florida Realty LLC was added as a Guarantor;

WHEREAS, the Issuer, the Guarantors thereto, the Trustee and Meritage Homes of Tennessee, Inc. are parties to that certain Second Supplemental Indenture dated as of September 3, 2013 pursuant to which Meritage Homes of Tennessee, Inc. was added as a Guarantor;

WHEREAS, the Additional Guarantor is a Restricted Subsidiary of the Issuer;

WHEREAS, the Issuer and the Trustee desire to have the Additional Guarantor enter into this Third 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 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(6) 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 Guarantor (as now in effect) necessary to make this Third 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 Guarantors, the Additional Guarantor 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 Guarantor as Guarantor. As of the date hereof and pursuant to this Third 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. 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,” “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.

3. 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 Guarantor, respectively, and makes no representations as to the validity or enforceability against either the Issuer or the Additional Guarantor.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

[Signature Pages to Follow]

IN WITNESS WHEREOF, the Issuer, the Guarantors, the Additional Guarantor 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/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
By:		/s/	C. XXXXXXX XXXXX
			C. Xxxxxxx Xxxxx
			General Counsel, Executive Vice President,
			and Secretary
ADDITIONAL GUARANTOR:
MERITAGE HOMES OF SOUTH CAROLINA, INC.
an Arizona Corporation
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary

[Signature Pages to Third Supplemental Indenture]

TRUSTEE:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
as Trustee
By:		/s/	XXXXX XXXX
			Xxxxx Xxxx
			Vice President

[Signature Pages to Third Supplemental Indenture – Continued]

GUARANTORS:
MERITAGE PASEO CROSSING, LLC
By:			Meritage Homes of Arizona, Inc.
Its:			Sole Member
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
MERITAGE PASEO CONSTRUCTION, LLC
By:			Meritage Homes Construction, Inc.
Its:			Sole Member
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
MERITAGE HOMES OF ARIZONA, INC.
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
MERITAGE HOMES CONSTRUCTION, INC.
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary

[Signature Pages to Third Supplemental Indenture – Continued]

MERITAGE HOMES OF TEXAS HOLDING, INC.
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
MERITAGE HOMES OF CALIFORNIA, INC.
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
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/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
MERITAGE HOLDINGS, LLC
By:			Meritage Homes of Texas Holding, Inc.
Its:			Sole Member
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary

[Signature Pages to Third Supplemental Indenture – Continued]

MERITAGE HOMES OF NEVADA, INC.
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
MTH-CAVALIER, LLC
By:			Meritage Homes Construction, Inc.
Its:			Sole Member
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
MTH GOLF, LLC
By:			Meritage Homes Construction, Inc.
Its:			Sole Member
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
MERITAGE HOMES OF COLORADO, INC.
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary

[Signature Pages to Third Supplemental Indenture – Continued]

MERITAGE HOMES OF FLORIDA, INC.
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
CALIFORNIA URBAN HOMES, LLC
By:			Meritage Homes of California, Inc.
Its:			Sole Member and Manager
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
MERITAGE HOMES OF TEXAS, LLC
By:			Meritage Homes of Texas Holding, Inc.
Its:			Sole Member
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary

[Signature Pages to Third Supplemental Indenture – Continued]

MERITAGE HOMES OPERATING COMPANY, LLC
By:			Meritage Holdings, LLC
Its:			Manager
By:			Meritage Homes of Texas Holding, Inc.
Its:			Sole Member
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
WW PROJECT SELLER, LLC
By:			Meritage Paseo Crossing, LLC
Its:			Sole Member
By:			Meritage Homes of Arizona, Inc.
Its:			Sole Member
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
MERITAGE HOMES OF THE CAROLINAS, INC.
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
CAREFREE TITLE AGENCY, INC.
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary

[Signature Pages to Third Supplemental Indenture – Continued]

M&M FORT XXXXX HOLDINGS, LLC
a Delaware limited liability company
By:			Meritage Paseo Crossing, LLC
Its:			Sole Member and Manager
By:			Meritage Homes of Arizona, Inc.
Its:			Sole Member
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
MERITAGE HOMES OF FLORIDA REALTY, LLC
a Florida limited liability company
By:			Meritage Homes of Florida, Inc.
Its:			Manager and Sole Member
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary
MERITAGE HOMES OF TENNESSEE, INC.
an Arizona corporation
By:		/s/	XXXXX X. XXXX
			Xxxxx X. Xxxx
			Executive Vice President, Chief Financial Officer
			and Assistant Secretary

[End of Signature Pages to Third Supplemental Indenture]