THIRD SUPPLEMENTAL INDENTURE dated as of February 25, 2014 among SHEA HOMESLIMITED PARTNERSHIP, SHEA HOMES FUNDING CORP., The Guarantors Party Hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee 8.625% SeniorSecured Notes Due 2019
Exhibit 4.6
THIRD SUPPLEMENTAL INDENTURE
dated as of February 25, 2014
among
SHEA HOMES LIMITED PARTNERSHIP,
SHEA HOMES FUNDING CORP.,
The Guarantors Party Hereto
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee
8.625% Senior Secured Notes Due 2019
THIS THIRD SUPPLEMENTAL INDENTURE (this Third Supplemental Indenture), entered into as of February 25, 2014, among Shea Homes Limited Partnership (the Company), a California limited partnership, Shea Homes Funding Corp., a Delaware corporation (together with the Company, the Issuers), each of the guarantors listed on Schedule I hereto (the Undersigned) and Wells Fargo Bank, National Association, a national banking association, as Trustee (the Trustee).
RECITALS
WHEREAS, the Issuers, the Guarantors party thereto and the Trustee entered into an indenture, dated as of May 10, 2011, as supplemented by the First Supplemental Indenture, dated as of October 16, 2013 and the Second Supplemental Indenture dated as of November 14, 2013 (as so supplemented, the Indenture), relating to the Companys 8.625% Senior Secured Notes Due 2019 (the Notes);
WHEREAS, as a condition to the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause any newly acquired or created Restricted Subsidiaries to provide Guarantees.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties hereto hereby agree as follows:
SECTION 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
SECTION 2. Each Undersigned, by its execution of this Third Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article VI thereof, and hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns, on the terms and subject to the conditions set forth in Article VI thereof, (1) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuers under the Indenture and the Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Issuers under the Indenture and the Notes. This Third Supplemental Indenture shall constitute the legal, valid binding obligation of the Issuers enforceable against it in accordance with its terms.
SECTION 3. This Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
SECTION 4. This Third Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
SECTION 5. This Third Supplemental Indenture is an amendment supplemental to the Indenture (as amended and supplemented to the date hereof) and the Indenture and this Third Supplemental Indenture will henceforth be read together.
SECTION 6. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the Recitals contained herein, all of which are made solely by the Issuers and each of the Undersigned.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written.
SHEA HOMES LIMITED PARTNERSHIP, | ||
By: | /s/ James G. Shontere | |
Name: James G. Shontere Title: Secretary | ||
By: | /s/ Robert R. ODell | |
Name: Robert R. ODell Title: Treasurer |
SHEA HOMES FUNDING CORP., | ||
By: | /s/ James G. Shontere | |
Name: James G. Shontere Title: Secretary | ||
By: | /s/ Robert R. ODell | |
Name: Robert R. ODell Title: Treasurer |
SHEA HOMES HOUSTON, LLC, SHEA HOMES ACTIVE ADULT, LLC, and SH AA DEVELOPMENT, LLC | ||||
By: | Shea Homes, Inc., a Delaware corporation Its: Sole Member | |||
By: | /s/ James G. Shontere | |||
Name: James G. Shontere | ||||
Title: Secretary | ||||
By: | /s/ Robert R. ODell | |||
Name: Robert R. ODell | ||||
Title: Treasurer |
[Signature Page to Third Supplemental Indenture]
SHALC GC, INC., | ||
By: | /s/ James G. Shontere | |
Name: James G. Shontere | ||
Title: Secretary | ||
By: | /s/ Robert R. ODell | |
Name: Robert R. ODell | ||
Title: Treasurer |
[Signature Page to Third Supplemental Indenture]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, | ||
By: | /s/ Maddy Hall | |
Name: Maddy Hall | ||
Title: Vice President |
[Signature Page to Third Supplemental Indenture]
Schedule I
Shea Homes Houston, LLC, a Delaware limited liability company
Shea Homes Active Adult, LLC, a Delaware limited liability company
SHALC GC, Inc., a Delaware corporation
SH AA Development, LLC, a Delaware limited liability company