Exhibit 4.3


 


Sixth
Supplemental Indenture — 7% Senior Notes due 2014


 


SIXTH SUPPLEMENTAL INDENTURE,
dated as of March 6, 2009 (the “Sixth  Supplemental Indenture”)
between Meritage Homes Corporation, a corporation organized under the laws of
the State of Maryland (the “Issuer”), the Guarantors named therein, 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 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 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 Colorado, Inc. and the Prior 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 Prior 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, the Issuer, the Guarantors thereto,
California Urban Builders, Inc., California Urban Homes, LLC and the Prior
Trustee are parties to the Third 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, the Issuer, the
Guarantors thereto, Greater Homes, Inc., Greater Interiors, LLC and the
Prior Trustee are parties to the Fourth Supplemental Indenture, dated as of September 22,
2005, pursuant to which Greater Homes, Inc. and Greater Interiors, LLC
were added as Guarantors;


 


WHEREAS, the Issuer, the
Guarantors thereto, Meritage Homes of Texas, LLC, Meritage Homes Operating
Company, LLC and the Prior Trustee are parties to the Fifth 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 Guarantor enter into this Sixth
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 Sixth 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
Sixth 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 Sixth 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 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 Sixth 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 Sixth 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 Sixth 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 Sixth Supplemental Indenture refer to this
Sixth Supplemental Indenture as a whole and not to any particular Section hereof.


 


4.             Trustee Acceptance.  The Successor Trustee accepts the amendment
of the Indenture effected by this Sixth 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 Successor 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, 


 


2

















 


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 Sixth 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 Sixth Supplemental Indenture shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.


 


8.             Counterparts.  This Sixth 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 Sixth 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.


 


IN WITNESS WHEREOF, the Issuer,
the Additional Guarantor and the Successor Trustee have caused this Sixth
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

  	 




 


3

















 


	
   

  	
  ADDITIONAL
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  WW
  PROJECT SELLER, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Meritage
  Paseo Crossing, LLC

  
	
   

  	
  Its:

  	
  Sole
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  HSBC
  BANK USA, NATIONAL ASSOCIATION, as

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  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

  



 


9

















 


	
   

  	
  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

  



 


10