EX-4.5



 Exhibit 4.5 
 THIRD SUPPLEMENTAL INDENTURE, dated as of March 7, 2012 (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, M&M Fort Myers Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (the “Additional Guarantor”) and HSBC Bank
USA, 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 13, 2010 (the
“Indenture”) pursuant to which the Company issued its 7.15% Senior Notes due 2020 (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, Meritage Homes of North Carolina, Inc., and the Trustee are parties to the First
Supplemental Indenture, dated as of April 6, 2011, pursuant to which Meritage Homes of North Carolina, Inc. was added as a Guarantor; 
 WHEREAS, the Issuer, the Guarantors thereto, Carefree Title Agency, Inc., and the Successor Trustee are parties to the Second Supplemental Indenture, dated as of February 14, 2012, pursuant to which
Carefree Title Agency, 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 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. Compliance with and Fulfillment of Condition of Section 4.08. The execution and delivery of this Third Supplemental
Indenture by the Additional Guarantor (along with such documentation relating thereto as the Trustee shall require) fulfills the obligations of the Issuer under Section 4.08 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,”
“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 Guarantor, 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 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. 

  
 [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/ Larry W. Seay

		 	Name: Larry W. Seay
		 	 Title:   Executive Vice President and Chief
             Financial Officer

		
	By:	 	 /s/ Larry W. Seay

		 	Name: C. Timothy White
		 	 Title:   General Counsel, Executive Vice
             President and Secretary

	
	ADDITIONAL GUARANTOR:
	
	M&M FORT MYERS 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/ Larry W. Seay

		 	Name: Larry W. Seay
		 	 Title:   Executive Vice President, Chief
             Financial Officer and Assistant
             Secretary

	
	TRUSTEE:
	
	HSBC BANK USA, NATIONAL ASSOCIATION, as

Trustee

		
	By:	 	 /s/ Ignazio Tamburello

		 	Name: Ignazio Tamburello
		 	Title:   Vice President



  
 [Signature
Pages to Third Supplemental Indenture ] 








 
			
	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

	
	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

	
	MERITAGE HOMES OF ARIZONA, INC.
		
	By:	 	 /s/ Larry W. Seay

		 	Name: Larry W. Seay
		 	 Title:   Executive Vice President, Chief
             Financial Officer and Assistant
             Secretary

	
	MERITAGE HOMES CONSTRUCTION, INC.
		
	By:	 	 /s/ Larry W. Seay

		 	Name: Larry W. Seay
		 	 Title:   Executive Vice President, Chief
             Financial Officer and Assistant
             Secretary




  
 [Signature
Pages to Third Supplemental Indenture – Continued] 








 
			
	
	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

	
	MERITAGE HOMES OF CALIFORNIA, INC.
		
	By:	 	 /s/ Larry W. Seay

		 	Name: Larry W. Seay
		 	 Title:   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/ Larry W. Seay

		 	Name: Larry W. Seay
		 	 Title:   Executive Vice President, Chief
             Financial Officer and Assistant
             Secretary

	
	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




  
 [Signature
Pages to Third Supplemental Indenture – Continued] 








 
			
	MERITAGE HOMES OF NEVADA, INC.
		
	By:	 	 /s/ Larry W. Seay

		 	Name: Larry W. Seay
		 	 Title:   Executive Vice President, Chief
             Financial Officer and Assistant
             Secretary

	
	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

	
	MTH GOLF, 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

	
	MERITAGE HOMES OF COLORADO, INC.
		
	By:	 	 /s/ Larry W. Seay

		 	Name: Larry W. Seay
		 	 Title:   Executive Vice President, Chief
             Financial Officer and Assistant
             Secretary




  
 [Signature
Pages to Third Supplemental Indenture – Continued] 








 
			
	MERITAGE HOMES OF FLORIDA, INC.
		
	By:	 	 /s/ Larry W. Seay

		 	Name: Larry W. Seay
		 	 Title:   Executive Vice President, Chief
             Financial Officer and Assistant
             Secretary

	
	CALIFORNIA URBAN BUILDERS, INC.
		
	By:	 	 /s/ Larry W. Seay

		 	Name: Larry W. Seay
		 	 Title:   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/ Larry W. Seay

		 	Name: Larry W. Seay
		 	 Title:   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/ Larry W. Seay

		 	Name: Larry W. Seay
		 	 Title:   Executive Vice President, Chief
             Financial Officer and Assistant
             Secretary




  
 [Signature
Pages to Third Supplemental Indenture – Continued] 








 
			
	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

	
	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

	
	MERITAGE HOMES OF NORTH CAROLINA, INC.
		
	By:	 	 /s/ Larry W. Seay

		 	Name: Larry W. Seay
		 	 Title:   Executive Vice President, Chief
             Financial Officer and Assistant
             Secretary

	
	CAREFREE TITLE AGENCY, INC.
		
	By:	 	 /s/ Larry W. Seay

		 	Name: Larry W. Seay
		 	 Title:   Executive Vice President, Chief
             Financial Officer and Assistant
             Secretary




  
 [End of
Signature Pages to Third Supplemental Indenture ]