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;
