First Supplemental Indenture (re 5.125% Senior Notes due 2027)

FIRST SUPPLEMENTAL INDENTURE, dated as of May 31, 2019 (the “First Supplemental Indenture”) between Meritage Homes Corporation, a corporation organized under the laws of the State of Maryland (the “Issuer”), the Guarantors named therein, Meritage Insurance Agency, Inc., a corporation organized under the laws of the State of Arizona (the “Additional Guarantor”), and Regions Bank, as successor 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 the Trustee are parties to that certain Indenture dated as of June 6, 2017 (the “Indenture”) pursuant to which the Company issued its 5.125% Senior Notes due 2027 (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 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 First 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 First Supplemental Indenture and to guaranty the obligations of the Issuer under the Indenture and the Notes as of such date;

WHEREAS, by entering into this First 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 Guarantor (as now in effect) necessary to make this First 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 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 First 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 First 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 First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular Section hereof.

3.Trustee Acceptance. The Successor Trustee accepts the amendment of the Indenture effected by this First 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 Successor 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, 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 First 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 First Supplemental Indenture shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

7.Counterparts. This First 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 First 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 Guarantors, the Additional Guarantor and the Successor Trustee have caused this First Supplemental Indenture to be duly executed as of the date first above written.

MERITAGE HOMES CORPORATION

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

By:    /s/ C. Timothy White                

Name:    C. Timothy White

Title:    General Counsel, Executive Vice President and Secretary

MERITAGE INSURANCE AGENCY, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

    

REGIONS BANK, as Successor Trustee

By:    /s/ Craig A. Kaye             

Name:    Craig A. Kaye    

MERITAGE PASEO CROSSING, LLC

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

    

MERITAGE PASEO CONSTRUCTION, LLC

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOMES OF ARIZONA, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOMES CONSTRUCTION, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOMES OF TEXAS HOLDING, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

    

MERITAGE HOMES OF CALIFORNIA, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOMES OF TEXAS JOINT VENTURE HOLDING COMPANY, LLC

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOLDINGS, L.L.C.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOMES OF NEVADA, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MTH-CAVALIER, LLC

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MTH GOLF, LLC

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOMES OF COLORADO, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOMES OF FLORIDA, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

CALIFORNIA URBAN HOMES, LLC

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOMES OF TEXAS, LLC

Its:    Sole Member

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

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/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

    

WW PROJECT SELLER, LLC

By:    Meritage Paseo Crossing, LLC

Its:    Sole Member

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOMES OF THE CAROLINAS, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

CAREFREE TITLE AGENCY, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

M&M FORT MYERS HOLDINGS, LLC

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOMES OF FLORIDA REALTY LLC

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOMES OF TENNESSEE, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOMES OF SOUTH CAROLINA, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

  

MTH REALTY LLC

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOMES OF GEORGIA, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MTH GA REALTY LLC

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MTH FINANCIAL HOLDINGS, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MLC HOLDINGS, INC., dba MLC LAND HOLDINGS, INC.

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary

MERITAGE HOMES OF GEORGIA REALTY, LLC

By:    Meritage Homes of Georgia, Inc.

Its:    Manager and Sole Member

By:    /s/ Hilla Sferruzza

Name:    Hilla Sferruzza

Title:    Executive Vice President and Chief Financial Officer,

Chief Accounting Officer and Assistant Secretary