Supplemental Indenture, among the Borrower, the subsidiary guarantors party thereto, the guaranteeing subsidiaries party thereto and Wilmington Trust, National Association, dated as of October 2, 2018

EX-4.2 4 d630320dex42.htm EX-4.2 EX-4.2

Exhibit 4.2

EXECUTION VERSION

SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of October 2, 2018, among Taylor Morrison Communities, Inc., a Delaware corporation (the “Qualified Successor”), certain subsidiaries listed on Schedule 1 hereto, each a subsidiary of the Qualified Successor (each, a “Guaranteeing Subsidiary”), AV Homes, Inc., a Delaware corporation (the “Company” or “AV Homes”), certain subsidiaries of the Company listed on Schedule 2 hereto (the “Existing Subsidiary Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of the Company and the Subsidiary Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (as supplemented by the First Supplemental Indenture, dated as of January 11, 2018, between AVH DFW, LLC, an Arizona Limited Liability Company and the Trustee, the “Indenture”), dated as of May 18, 2017, providing for the issuance of an unlimited aggregate principal amount of 6.625% Senior Notes due 2022 (the “Notes”);

WHEREAS, pursuant to the terms of the Indenture, as a condition to the occurrence of a Covenant Replacement Event, the Qualified Successor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Qualified Successor shall assume all of the obligations of the Company under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture;

WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; and

WHEREAS, pursuant to Section 9.01(a) of the Indenture, the Trustee is authorized and hereby directed to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Agreement to be Bound. The Qualified Successor hereby expressly assumes the Company’s Obligations for the due and punctual payment of principal, premium, if any, and interest (including Additional Interest, if any) on the Notes issued pursuant to the Indenture and all other Obligations under the Indenture, the Notes and the Registration Rights Agreement. The Qualified Successor hereby becomes a party to the Indenture and the Registration Rights Agreement as the Company and as such shall have all of the rights and be subject to all of the obligations and agreements of


the Company under the Indenture and the Registration Rights Agreement. The Qualified Successor agrees to be bound by all of the provisions of the Indenture, the Notes and the Registration Rights Agreement applicable to the Company and to perform all of the obligations and agreements of the Company under the Indenture, the Notes and the Registration Rights Agreement.

3. Release. AV Homes hereby is released from all of the obligations of the Company, and relinquishes all of the rights of the Company, that are assumed or acquired by the Qualified Successor pursuant to this Supplemental Indenture.

4. Guarantors. Each Guaranteeing Subsidiary hereby agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including Article 10 thereof. Each Existing Subsidiary Guarantor hereby confirms that its obligations under the Registration Rights Agreement continue to be in effect.

5. Merger. Each Subsidiary Guarantor hereby confirms that its Subsidiary Guarantee shall apply to the Qualified Successor’s Obligations under the Indenture and the Notes.

6. Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7. Waiver of Jury Trial. EACH OF THE QUALIFIED SUCCESSOR, THE GUARANTEEING SUBSIDIARIES, THE EXISTING SUBSIDIARY GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

10. Trustee Not Responsible for Recitals. The recitals contained herein shall be taken as statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to and shall not be responsible for the validity or sufficiency of this Supplemental Indenture.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

 

TAYLOR MORRISON COMMUNITIES, INC.
By:  

/s/ Darrell C. Sherman

  Name: Darrell C. Sherman
  Title:   Executive Vice President, Chief Legal Officer and Secretary
ATPD, LLC
DARLING HOMES OF TEXAS, LLC
DFP TEXAS (GP), LLC
TAYLOR MORRISON AT CRYSTAL FALLS, LLC
TAYLOR MORRISON ESPLANADE NAPLES, LLC
TAYLOR MORRISON FINANCE, INC.
TAYLOR MORRISON HOLDINGS OF ARIZONA, INC.

TAYLOR MORRISON MARBLEHEAD HOLDINGS, LLC

TAYLOR MORRISON OF CALIFORNIA, LLC
TAYLOR MORRISON OF CAROLINAS, INC.
TAYLOR MORRISON OF COLORADO, INC.
TAYLOR MORRISON OF FLORIDA, INC.
TAYLOR MORRISON OF GEORGIA, LLC
TAYLOR MORRISON OF ILLINOIS, INC.
TAYLOR MORRISON OF TEXAS, INC.

TAYLOR MORRISON PACIFIC POINT HOLDINGS, LLC

TAYLOR MORRISON SERVICES, INC.
TAYLOR MORRISON TRAMONTO HOLDINGS, LLC
TAYLOR MORRISON, INC.

Signature Page to Supplemental Indenture – Qualified Successor


TAYLOR MORRISON/ARIZONA, INC.

TAYLOR WOODROW COMMUNITIES AT ARTISAN LAKES, L.L.C.

TAYLOR WOODROW COMMUNITIES – LEAGUE CITY, LTD.

TAYLOR WOODROW COMMUNITIES AT MIRASOL, LTD.

TAYLOR WOODROW COMMUNITIES AT PORTICO, L.L.C.

TAYLOR WOODROW COMMUNITIES AT ST. JOHNS FOREST, L.L.C.

TAYLOR WOODROW HOMES – CENTRAL FLORIDA DIVISION, L.L.C.

TAYLOR WOODROW HOMES – SOUTHWEST FLORIDA DIVISION, L.L.C.
TM CALIFORNIA SERVICES, INC.
TM HOMES OF ARIZONA, INC.
TM OYSTER HARBOR, LLC
TW ACQUISITIONS, INC.
TWC/FALCONHEAD WEST, L.L.C.
TWC/MIRASOL, INC.
TWC/STEINER RANCH, LLC
TM RIDGE GP, LLC
TM RIDGE LP, LLC
By:  

/s/ Darrell C. Sherman

  Name: Darrell C. Sherman
  Title:   Executive Vice President, Chief Legal Officer and Secretary

Signature Page to Supplemental Indenture – Qualified Successor


AV HOMES, INC.
JCH GROUP, LLC
AVH CAROLINAS, LLC
AVH HOMES OF RALEIGH, LLC
AVH EM, LLC
AV HOMES OF ARIZONA, LLC
AVH DFW, LLC
AVATAR PROPERTIES, INC.
ROYAL OAK HOMES, LLC
VITALIA AT TRADITION, LLC
AVH NORTH FLORIDA, LLC
BONTERRA BUILDERS, LLC
By:  

/s/ Darrell C. Sherman

  Name: Darrell C. Sherman
  Title: Executive Vice President, Chief Legal Officer and Secretary

Signature Page to Supplemental Indenture – Qualified Successor


WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By:  

/s/ Lynn M. Steiner

  Name: Lynn M. Steiner
  Title:   Vice President

Signature Page to Supplemental Indenture – Qualified Successor


Schedule 1

Guaranteeing Subsidiaries

 

Name

  

Jurisdiction

ATPD, LLC

   Arizona

AV Homes, Inc.

   Delaware

Darling Homes of Texas, LLC

   Texas

DFP Texas (GP), LLC

   Texas

Taylor Morrison, Inc.

   Delaware

Taylor Morrison at Crystal Falls, LLC

   Texas

Taylor Morrison Holdings of Arizona, Inc.

   Arizona

Taylor Morrison Marblehead Holdings, LLC

   Delaware

Taylor Morrison of California, LLC

   California

Taylor Morrison of Carolinas, Inc.

   North Carolina

Taylor Morrison of Colorado, Inc.

   Colorado

Taylor Morrison of Florida, Inc.

   Florida

Taylor Morrison of Georgia, LLC

   Georgia

Taylor Morrison of Illinois, Inc.

   Illinois

Taylor Morrison of Texas, Inc.

   Texas

Taylor Morrison Pacific Point Holdings, LLC

   Delaware

Taylor Morrison Services, Inc.

   Delaware

Taylor Morrison Tramonto Holdings, LLC

   Delaware

Taylor Morrison/Arizona, Inc.

   Arizona

Taylor Woodrow Communities – League City, Ltd.

   Texas

Taylor Woodrow Communities At Mirasol, Ltd.

   Florida

Taylor Woodrow Communities At Portico, L.L.C.

   Florida

Taylor Woodrow Communities At St. Johns Forest, L.L.C.

   Florida

Taylor Woodrow Homes – Central Florida Division, L.L.C.

   Florida

Taylor Woodrow Homes – Southwest Florida Division, L.L.C.

   Florida

Taylor Woodrow Communities at Artisan Lakes, L.L.C.

   Florida

TM California Services, Inc.

   Delaware

TM Homes of Arizona, Inc.

   Arizona


Name

  

Jurisdiction

TW Acquisitions, Inc.

   Florida

TWC/Falconhead West, L.L.C.

   Texas

TWC/Mirasol, Inc.

   Florida

TWC/Steiner Ranch, LLC

   Texas

TM Oyster Harbor, LLC

   Florida

Taylor Morrison Esplanade Naples, LLC

   Florida

TM Ridge GP, LLC

   Texas

TM Ridge LP, LLC

   Texas


Schedule 2

Existing Subsidiary Guarantors

 

Name

  

Jurisdiction

Avatar Properties Inc.

   Florida

Royal Oak Homes, LLC

   Florida

Bonterra Builders, LLC

   North Carolina

JCH Group, LLC

   Delaware

Vitalia at Tradition, LLC

   Florida

AVH North Florida, LLC

   Florida

AVH Carolinas, LLC

   Arizona

AVH DFW, LLC

   Arizona

AV Homes of Raleigh, LLC

   Arizona

AVH EM, LLC

   Arizona

AV Homes of Arizona, LLC

   Arizona