Exhibit_4.4_FifthSuppIndent7.15SrNotes

FIFTH SUPPLEMENTAL INDENTURE, dated as of September 3, 2013 (the “Fifth Supplemental Indenture”) between Meritage Homes Corporation, a corporation organized under the laws of the State of Maryland (the “Issuer”), the Guarantors named therein, Meritage Homes of Tennessee, Inc., a Corporation organized under the laws of the State of Arizona (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 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 Issuer, the Guarantors thereto, M&M Fort Myers Holdings, LLC, and the Trustee are parties to the Third Supplemental Indenture, dated as of March 7, 2012, pursuant to which M&M Fort Myers Holdings, LLC was added as a Guarantor;

WHEREAS, the Issuer, the Guarantors thereto, Meritage Homes of Florida Realty LLC and the Trustee are parties to the Fourth Supplemental Indenture, dated as of August 21, 2012, pursuant to which Meritage Homes of Florida Realty LLC was added as a Guarnator;

WHEREAS, the Issuer and the Trustee desire to have the Additional Guarantor enter into this Fifth 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 Fifth Supplemental Indenture and to guaranty the obligations of the Issuer under the Indenture and the Notes as of such date;

WHEREAS, Section 8.01(6) 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 Fifth Supplemental Indenture, the Issuer and the Trustee have consented to amend the Indenture in accordance with the terms and conditions herein;

WHEREAS, all acts and things prescribed by the charter documents of the Additional Guarantor (as now in effect) necessary to make this Fifth 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 Fifth 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 Fifth 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 Fifth Supplemental Indenture refer to this Fifth Supplemental Indenture as a whole and not to any particular Section hereof.

3. Trustee Acceptance. The Trustee accepts the amendment of the Indenture effected by this Fifth 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.

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

7. Counterparts. This Fifth 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 Fifth 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 Trustee have caused this Second Supplemental Indenture to be duly executed as of the date Second 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/ C. Timothy White
	Name:	C. Timothy White
	Title:	General Counsel, Executive Vice
		President and Secretary


	ADDITIONAL GUARANTOR:
	MERITAGE HOMES OF TENNESSEE, INC., an Arizona corporation

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



	GUARNATORS:
	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



	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



	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



	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 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



	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 THE CAROLINAS, 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



	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


	MERITAGE HOMES OF FLORIDA REALTY LLC, a Florida limited liability company

By:	Meritage Homes of Florida, Inc.
Its:	Manager and Sole Member

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



	TRUSTEE:
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:	/s/ Maddy Hall
	Name:	Maddy Hall
	Title:	Vice President