FIFTH SUPPLEMENTAL INDENTURE
EXHIBIT 4.1
FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 8, 2016, among Century Communities, Inc., a Delaware corporation (the “Company”), those companies listed in the Schedule to this Supplemental Indenture (the “Guaranteeing Subsidiaries”), each a subsidiary of the Company, the other Guarantors (as defined in the Indenture referred to herein), and U.S. Bank National Association, as trustee under the Indenture (the “Trustee”).
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of May 5, 2014 providing for the issuance of 6.875% Senior Notes due 2022 (the “Securities”), as supplemented by the Supplemental Indenture dated as of December 18, 2014, the Second Supplemental Indenture, dated as of March 13, 2015, the Third Supplemental Indenture, dated as of April 9, 2015, and the Fourth Supplemental Indenture, dated as of August 27, 2015 (as supplemented, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall each unconditionally guarantee all of the Company’s Obligations under the Securities and the Indenture on the terms and conditions set forth herein (each a “Security Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Company and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of the Holders.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the other Guarantors, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Securityholders as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries each hereby agree to provide an unconditional Security Guarantee on the terms and subject to the conditions set forth in the Security Guarantee and in the Indenture including but not limited to Article 10 thereof.
3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Security Guarantor, as such, will have any liability for any obligations of the Company or the Security Guarantors under the Securities, this Indenture, the Security Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities and the Security Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws.
4. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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5. 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. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
8. RATIFICATION OF INDENTURE. 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. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore and hereafter authenticated and delivered shall be bound hereby.
[Signature Pages Follow]
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| CENTURY COMMUNITIES, INC. | ||
| By: | /s/ David Messenger | |
| Name: David Messenger | ||
| Title: Chief Financial Officer | ||
Signature Pages to the Fifth Supplemental Indenture
| U.S. BANK NATIONAL ASSOCIATION, | ||
| as Trustee | ||
| By: | /s/ Kathy L. Mitchell | |
| Name: Kathy L. Mitchell | ||
| Title: Vice President | ||
Signature Pages to the Fifth Supplemental Indenture
| AVR A, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| AVR B, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| AVR C, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| AUGUSTA POINTE, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| AVALON AT INVERNESS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| BEACON POINTE, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| BLACKSTONE HOMES, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| BRADBURN VILLAGE HOMES, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CC COMMUNITIES, LLC | ||||||||
| By: | Century Land Holdings, LLC, its Managing Member | |||||||
| By: | CCC Holdings, LLC its Manager | |||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||
| By: | /s/ David Messenger | |||||||
| David Messenger | ||||||||
| Chief Financial Officer | ||||||||
Signature Pages to the Fifth Supplemental Indenture
| CCC HOLDINGS, LLC | ||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||
| By: | /s/ David Messenger | |||
| David Messenger | ||||
| Chief Financial Officer | ||||
| CCG CONSTRUCTORS LLC | ||||||
| By: | Century Communities of Georgia, LLC, its Manager and Sole Member | |||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||
| By: | /s/ David Messenger | |||||
| David Messenger | ||||||
| Chief Financial Officer | ||||||
| CCG REALTY GROUP LLC | ||||||
| By: | Century Communities of Georgia, LLC, its Manager and Sole Member | |||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||
| By: | /s/ David Messenger | |||||
| David Messenger | ||||||
| Chief Financial Officer | ||||||
| CCH HOMES, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| CENTRAL PARK ROWHOMES, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT ASH MEADOWS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT BEACON POINTE, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| CENTURY AT CALEY, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT CANDELAS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT CAROUSEL FARMS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| CENTURY AT CLAREMONT RANCH, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT HARVEST MEADOWS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT LANDMARK, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| CENTURY AT LITTLETON VILLAGE, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT LOR, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT LOWRY, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| CENTURY AT MARVELLA, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT MIDTOWN, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT MILLENNIUM, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| CENTURY AT MURPHY CREEK, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT OBSERVATORY HEIGHTS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT OUTLOOK, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| CENTURY AT SALISBURY HEIGHTS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT SOUTHSHORE, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT STERLING RANCH, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| CENTURY AT TERRAIN, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT THE GROVE, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT THE MEADOWS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| CENTURY AT VISTA RIDGE, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT WILDGRASS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY AT WOLF RANCH, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| CENTURY CITY, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY COMMUNITIES CONSTRUCTION, LLC | ||||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY COMMUNITIES OF GEORGIA, LLC | ||||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY COMMUNITIES OF NEVADA, LLC | ||||||||||
| By: | Century Communities, Inc. its Sole Managing Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| CENTURY COMMUNITIES OF NEVADA REALTY, LLC | ||||||||||
| By: | Century Communities of Nevada, LLC, its Sole Managing Member | |||||||||
| By: | Century Communities, Inc. its Sole Managing Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY COMMUNITIES OF UTAH, LLC | ||||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY COMMUNITIES SOUTHEAST, LLC | ||||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY GROUP, LLC | ||||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY LAND HOLDINGS, LLC | ||||||||||
| By: | CCC Holdings, LLC, its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| CENTURY LAND HOLDINGS II, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY LAND HOLDINGS OF TEXAS, LLC | ||||||||||
| By: | Century Communities, Inc. its Sole Managing Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY LANDHOLDINGS OF UTAH, LLC | ||||||||||
| By: | Century Communities, Inc. its Sole Managing Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CENTURY RHODES RANCH GC, LLC | ||||||||||
| By: | Century Communities of Nevada, LLC, its Sole Managing Member | |||||||||
| By: | Century Communities, Inc. its Sole Managing Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| CENTURY TUSCANY GC, LLC | ||||||||||
| By: | Century Communities of Nevada, LLC, its Sole Managing Member | |||||||||
| By: | Century Communities, Inc. its Sole Managing Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CHERRY HILL PARK, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| COTTAGES AT WILLOW PARK, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| CROWN HILL, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| ENCLAVE AT BOYD PONDS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| ENCLAVE AT CHERRY CREEK, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| ESTATES AT CHATFIELD FARMS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| HEARTH AT OAK MEADOWS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| HOMETOWN, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| HOMETOWN SOUTH, LLC | ||||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| LAKEVIEW FORT COLLINS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| MADISON ESTATES, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| MERIDIAN RANCH, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| MONTECITO AT RIDGEGATE, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| NEIGHBORHOOD ASSOCIATIONS GROUP, LLC | ||||||||||
| By: | Century Communities of Nevada, LLC, its Sole Managing Member | |||||||||
| By: | Century Communities, Inc. its Sole Managing Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| PARK 5TH AVENUE DEVELOPMENT CO., LLC | ||||||||||
| By: | Century Communities, Inc. its Sole Managing Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| RESERVE AT HIGHPOINTE ESTATES, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| RESERVE AT THE MEADOWS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| SADDLE ROCK GOLF, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| SADDLEBACK HEIGHTS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| STETSON RIDGE HOMES, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| THE RETREAT AT RIDGEGATE, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| THE VISTAS AT NOR’WOOD, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| THE WHEATLANDS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| VENUE AT ARISTA, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger Chief Financial Officer | ||||||||||
| VERONA ESTATES, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| VILLAS AT MURPHY CREEK, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| WATERSIDE AT HIGHLAND PARK, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| WESTOWN CONDOMINIUMS, LLC | ||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||
| By: | /s/ David Messenger | |||
| David Messenger | ||||
| Chief Financial Officer | ||||
| WESTOWN TOWNHOMES, LLC | ||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||
| By: | /s/ David Messenger | |||
| David Messenger Chief Financial Officer | ||||
| WILDGRASS, LLC | ||||||||||
| By: | Horizon Building Services, LLC, its Manager | |||||||||
| By: | Century Land Holdings, LLC its Managing Member | |||||||||
| By: | CCC Holdings, LLC its Manager | |||||||||
| By: | Century Communities, Inc. its Manager and Sole Member | |||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
SCHEDULE TO THE SUPPLEMENTAL INDENTURE
THE GUARANTEEING SUBSIDIARIES
| No. | Name | State of Formation | ||||
| 1. | AVR A, LLC | Colorado | ||||
| 2. | AVR B, LLC | Colorado | ||||
| 3. | AVR C, LLC | Colorado | ||||
| 4. | Century at Claremont Ranch, LLC | Colorado | ||||
| 5. | Century at Landmark, LLC | Colorado | ||||
| 6. | Century at Observatory Heights, LLC | Colorado | ||||
| 7. | Century at Sterling Ranch, LLC | Colorado | ||||
| 8. | Century Communities Construction, LLC | Utah | ||||
| 9. | Century Communities of Utah, LLC | Utah | ||||
| 10. | Century Communities Southeast, LLC | Colorado | ||||
| 11. | Century Land Holdings of Utah, LLC | Utah | ||||
| 12. | Hometown South, LLC | Colorado | ||||
| 13. | The Retreat at Ridgegate, LLC | Colorado | ||||
| 14. | Westown Condominiums, LLC | Colorado | ||||
| 15. | Westown Townhomes, LLC | Colorado | ||||
