Exhibit 4.3.3 THIRD SUPPLEMENTAL INDENTURE, dated as of October 21, 2002 (the "THIRD SUPPLEMENTAL INDENTURE") between Meritage Corporation, a corporation organized under the laws of the State of Maryland (the "ISSUER"), the Guarantors named therein, MTH-Homes Nevada, Inc., an Arizona corporation (the "ADDITIONAL GUARANTOR") and Wells 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 May 30, 2001 (the "INDENTURE") pursuant to which the Company issued its 9 3/4% Senior Notes 2011 (the "NOTES") and the Guarantors guaranteed the obligations of the Issuer under the Indenture and the Notes; 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 Issuer, the Guarantors thereto, Hulen Park Venture, LLC, Meritage Holdings, L.L.C. and the Trustee are parties to that certain First Supplemental Indenture, dated as of September 20, 2001 (the "FIRST SUPPLEMENTAL INDENTURE") pursuant to which Hulen Park Venture, LLC and Meritage Holdings, L.L.C. were added as Guarantors; WHEREAS, the Issuer, the Guarantors thereto, MTH Homes-Texas, L.P., MTH-Texas GP II, Inc., MTH-Texas LP II, Inc. and the Trustee are parties to that certain Second Supplemental Indenture, dated as of July 12, 2002 (the "SECOND SUPPLEMENTAL INDENTURE") pursuant to which MTH Homes-Texas, L.P., MTH-Texas GP II, Inc. and MTH-Texas LP II, Inc. were added as Guarantors; 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 Articles of Incorporation (as now in effect) of the Additional Guarantor 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 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 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 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 4.13 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" and "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. -2- 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. IN WITNESS WHEREOF, the Issuer, 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 CORPORATION By: /s/ Steven J. Hilton --------------------------------------- Steven J. Hilton Its: Co-Chairman and Chief Executive Officer By: /s/ John R. Landon --------------------------------------- John R. Landon Its: Co-Chairman and Chief Executive Officer By: /s/ Larry W. Seay --------------------------------------- Larry W. Seay Its: Chief Executive Officer, Vice President-Finance, Secretary and Treasurer ADDITIONAL GUARANTOR: MTH-HOMES NEVADA, INC. By: /s/ Steven J. Hilton --------------------------------------- Steven J. Hilton Its: Co-Chairman, President and Chief Executive Officer By: /s/ John R. Landon --------------------------------------- John R. Landon Its: Co-Chairman By: /s/ Larry W. Seay --------------------------------------- Larry W. Seay Its: Vice President and Secretary -3- TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By: /s/ Jeanie Mar --------------------------------------- Jeanie Mar Its: Vice President MONTEREY HOMES ARIZONA, INC. By: /s/ Larry W. Seay --------------------------------------- Name: Larry W. Seay Title: Vice President By: /s/ Steven J. Hilton --------------------------------------- Name: Steven J. Hilton Title: Co-CEO MERITAGE PASEO CROSSING, LLC By: Meritage Homes of Arizona, Inc., its Sole Member By: /s/ Larry W. Seay --------------------------------------- Name: Larry W. Seay Title: Vice President By: /s/ Steven J. Hilton --------------------------------------- Name: Steven J. Hilton Title: Co-CEO MONTEREY HOMES CONSTRUCTION, INC. By: /s/ Larry W. Seay --------------------------------------- Name: Larry W. Seay Title: Vice President By: /s/ Steven J. Hilton --------------------------------------- Name: Steven J. Hilton Title: Co-CEO -4- MERITAGE PASEO CONSTRUCTION, LLC By: Meritage Homes Construction, Inc., its Sole Member By: /s/ Larry W. Seay --------------------------------------- Name: Larry W. Seay Title: Co-CEO By: /s/ Steven J. Hilton --------------------------------------- Name: Steven J. Hilton Title: Co-CEO MERITAGE HOMES OF ARIZONA, INC. By: /s/ Larry W. Seay --------------------------------------- Name: Larry W. Seay Title: Vice President By: /s/ Steven J. Hilton --------------------------------------- Name: Steven J. Hilton Title: Co-CEO MERITAGE HOMES CONSTRUCTION, INC. By: /s/ Larry W. Seay --------------------------------------- Name: Larry W. Seay Title: Vice President By: /s/ Steven J. Hilton --------------------------------------- Name: Steven J. Hilton Title: Co-CEO MTH-TEXAS GP, INC. By: /s/ Larry W. Seay --------------------------------------- Name: Larry W. Seay Title: Vice President By: /s/ John R. Landon --------------------------------------- Name: John R. Landon Title: Co-CEO -5- MTH-TEXAS LP, INC. By: /s/ Larry W. Seay --------------------------------------- Name: Larry W. Seay Title: Vice President By: /s/ John R. Landon --------------------------------------- Name: John R. Landon Title: Co-CEO LEGACY/MONTEREY HOMES L.P. By: MTH-Texas GP, Inc., its General Partner By: /s/ Larry W. Seay --------------------------------------- Name: Larry W. Seay Title: Vice President By: /s/ John R. Landon --------------------------------------- Name: John R. Landon Title: Co-CEO MERITAGE HOMES OF NORTHERN CALIFORNIA, INC. By: /s/ Larry W. Seay --------------------------------------- Name: Larry W. Seay Title: Vice President By: /s/ Steven J. Hilton --------------------------------------- Name: Steven J. Hilton Title: Co-CEO HANCOCK-MTH BUILDERS, INC. By: /s/ Larry W. Seay --------------------------------------- Name: Larry W. Seay Title: Vice President By: /s/ Steven J. Hilton --------------------------------------- Name: Steven J. Hilton Title: Co-CEO -6- HANCOCK-MTH COMMUNITIES, INC. By: /s/ Larry W. Seay --------------------------------------- Name: Larry W. Seay Title: Vice President By: /s/ Steven J. Hilton --------------------------------------- Name: Steven J. Hilton Title: Co-CEO LEGACY OPERATING COMPANY, L.P. By: Meritage Holdings, L.L.C., its General Partner By: Legacy/Monterey Homes L.P., its Sole Member By: MTH-Texas GP, Inc., its General Partner By: /s/ John R. Landon --------------------------------------- John R. Landon Its: Co-Chairman and Chief Executive Officer By: /s/ Steven J. Hilton --------------------------------------- Steven J. Hilton Its: Co-Chairman and Chief Executive Officer By: /s/ Richard T. Morgan --------------------------------------- Richard T. Morgan Its: Vice President of Finance, Texas Division, Chief Financial Officer and Assistant Secretary By: /s/ Larry W. Seay --------------------------------------- Larry W. Seay Its: Vice-President, Treasurer and Secretary -7- HULEN PARK VENTURE, LLC By: Legacy/Monterey Homes L.P., its Sole Member By: MTH-Texas GP, Inc., its General Partner By: /s/ John R. Landon --------------------------------------- John R. Landon Its: Co-Chairman and Chief Executive Officer By: /s/ Steven J. Hilton --------------------------------------- Steven J. Hilton Its: Co-Chairman and Chief Executive Officer By: /s/ Richard T. Morgan --------------------------------------- Richard T. Morgan Its: Vice President of Finance, Texas Division, Chief Financial Officer and Assistant Secretary By: /s/ Larry W. Seay --------------------------------------- Larry W. Seay Its: Vice-President, Treasurer and Secretary MERITAGE HOLDINGS, L.L.C. By: Legacy/Monterey Homes L.P., its Sole Member By: MTH-Texas GP, Inc., its General Partner By: /s/ John R. Landon --------------------------------------- John R. Landon Its: Co-Chairman and Chief Executive Officer By: /s/ Steven J. Hilton --------------------------------------- Steven J. Hilton Its: Co-Chairman and Chief Executive Officer By: /s/ Richard T. Morgan --------------------------------------- Richard T. Morgan Its: Vice President of Finance, Texas Division, Chief Financial Officer and Assistant Secretary -8- By: /s/ Larry W. Seay --------------------------------------- Larry W. Seay Its: Vice-President, Treasurer and Secretary MTH HOMES-TEXAS, L.P. By: MTH-Texas GP II, Inc., its General Partner By: /s/ John R. Landon --------------------------------------- John R. Landon Its: Co-Chairman, President and Chief Executive Officer By: /s/ Steven J. Hilton --------------------------------------- Steven J. Hilton Its: Co-Chairman By: /s/ Larry W. Seay --------------------------------------- Larry W. Seay Its: Vice President, Treasurer and Secretary By: /s/ Richard T. Morgan --------------------------------------- Richard T. Morgan Its: Vice President and Chief Financial Officer MTH-TEXAS GP II, INC. By: /s/ John R. Landon --------------------------------------- John R. Landon Its: Co-Chairman, President and Chief Executive Officer By: /s/ Steven J. Hilton --------------------------------------- Steven J. Hilton Its: Co-Chairman By: /s/ Larry W. Seay --------------------------------------- Larry W. Seay Its: Vice President, Treasurer and Secretary By: /s/ Richard T. Morgan --------------------------------------- Richard T. Morgan Its: Vice President and Chief Financial Officer -9- MTH-TEXAS LP II, INC. By: /s/ John R. Landon --------------------------------------- John R. Landon Its: Co-Chairman, President and Chief Executive Officer By: /s/ Steven J. Hilton --------------------------------------- Steven J. Hilton Its: Co-Chairman By: /s/ Larry W. Seay --------------------------------------- Larry W. Seay Its: Vice President, Treasurer and Secretary By: /s/ Richard T. Morgan --------------------------------------- Richard T. Morgan Its: Vice President and Chief Financial Officer -10-