SECOND SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of July 26, 2019, among Five Point Operating Company, LP, a Delaware limited partnership (the Issuer), Five Point Capital Corp., a Delaware corporation (the Co-Issuer and, together with the Issuer, the Issuers), the guarantors party hereto (the Guarantors) and Wells Fargo Bank, National Association, as the trustee (the Trustee).
W I T N E S S E T H:
WHEREAS, the Issuers, the Guarantors and the Trustee have executed and delivered an Indenture, dated as of November 22, 2017 (the Original Indenture), as amended and supplemented by the First Supplemental Indenture, dated as of November 30, 2017 (such First Supplemental Indenture, together with the Original Indenture, the Indenture), providing for the prior issuances by the Issuers of $500,000,000 aggregate principal amount of 7.875% Senior Notes due 2025 (the Existing Notes);
WHEREAS, Section 9.01(a)(6) of the Original Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes (or any Note Guarantee) (and any other documents related thereto) without the consent of any Holder in order to provide for the issuance of additional Notes and related Guarantees in accordance with the limitations set forth in the Indenture, including Section 4.10 of the Original Indenture;
WHEREAS, the Issuers desire to issue $125,000,000 aggregate principal amount of Additional Notes (such Additional Notes, the Additional Notes);
WHEREAS, the Issuers and the Guarantors desire to enter into this Supplemental Indenture in order to provide for the issuance of the Additional Notes in accordance with the limitations set forth in the Indenture;
WHEREAS, the Issuers and each of the Guarantors have duly authorized the execution and delivery of this Supplemental Indenture;
WHEREAS, the Issuers have requested and hereby direct that the Trustee join with the Issuers and the Guarantors in the execution of this Supplemental Indenture; and
WHEREAS, all things necessary have been done to make the Additional Notes provided for herein, when executed by the Issuers and authenticated and delivered by the Trustee and issued upon the terms and subject to the conditions set forth herein and in the Indenture set forth against payment therefor, the valid and binding obligations of the Issuers (and the related Guarantees the valid and binding obligations of the Guarantors) and to make this Supplemental Indenture a valid and binding agreement of the Issuers and the Guarantors.
NOW, THEREFORE, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Additional Notes.