FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.4
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (this First Supplemental Indenture), dated as of August 12, 2014, among William Lyon Homes, Inc., a California corporation (the Company), each of the subsidiaries of William Lyon Homes, a Delaware corporation (Parent), listed on Schedule I attached hereto (each, a New Guarantor and collectively, the New Guarantors), and U.S. Bank National Association, as trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H
WHEREAS, the Company initially issued $150,000,000 aggregate principal amount of 5.750% Senior Notes due 2019 (the Securities) under an indenture, dated as of March 31, 2014 (the Indenture), among the Company, the guarantors party thereto and the Trustee;
WHEREAS, the Indenture provides that under certain circumstances the New Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all of the Guarantor Obligations on the terms and conditions set forth herein and in the Indenture; and
WHEREAS, pursuant to Sections 4.13 and 9.01 of the Indenture, the Company, the New Guarantors and the Trustee are authorized to execute and deliver this First Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the New Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities 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. As of the date hereof, each New Guarantor, by its execution of this First Supplemental Indenture, hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all the obligations and agreements of a Subsidiary Guarantor under the Indenture. The New Guarantors agree to be bound by the terms and provisions of the Indenture applicable to a Subsidiary Guarantor, including but not limited to Article 10 thereof, and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture, as if a party to the Indenture on the date of its execution.
3. AGREEMENT TO GUARANTEE. The New Guarantors hereby agree, jointly and severally, with all other Guarantors, to unconditionally guarantee to each Holder and to the Trustee the Obligations, to the extent set forth in the Indenture and subject to the provisions in the Indenture. The obligations of the Guarantors to the Holders of Securities and to the Trustee pursuant to the guarantees and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the guarantees.
4. REAFFIRMATION AND RATIFICATION OF INDENTURE, GUARANTEES AND SECURITIES; FIRST SUPPLEMENTAL INDENTURE PART OF INDENTURE. Except as expressly set forth herein, this First Supplemental Indenture shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Holders under the Indenture, the Securities or the Security Guarantees and shall not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Indenture, the Securities and the Security Guarantees, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This First Supplemental Indenture shall apply to and be effective only with respect to the provisions of the Indenture or the Securities specifically referred to herein. Each and every term, condition, obligation, covenant and agreement contained in the Indenture, the Security Guarantees, and the Securities is hereby ratified and re-affirmed in all respects and shall continue in full force and effect.
5. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator, member, manager or stockholder of the Company, Parent or any Restricted Subsidiary shall have any liability for any obligations of the Company or any Guarantor under the Securities, the Indenture, this First Supplemental Indenture or any Guarantor under its Security Guarantee for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities and the Security Guarantees.
6. GOVERNING LAW. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
7. MULTIPLE ORIGINALS. The parties hereto may sign any number of copies of this First 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 First Supplemental Indenture.
8. EFFECT OF HEADINGS. The section headings herein have been inserted 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.
9. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the other parties hereto.
10. SUCCESSORS. All covenants and agreements in this First Supplemental Indenture by the parties hereto shall bind their successors.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the date first above written.
WILLIAM LYON HOMES, INC. | ||||||||
By: | ||||||||
/s/ Matthew R. Zaist | ||||||||
Name: | Matthew R. Zaist | |||||||
Title: | President and Chief Operating Officer | |||||||
By: | ||||||||
/s/ Colin T. Severn | ||||||||
Name: | Colin T. Severn | |||||||
Title: | Vice President and Chief Financial Officer | |||||||
POLYGON WLH LLC | ||||||||
By: | ||||||||
/s/ Matthew R. Zaist | ||||||||
Name: | Matthew R. Zaist | |||||||
Title: | President and Chief Operating Officer |
[Signature Page to First Supplemental Indenture]
460 CENTRAL, L.L.C. BASELINE WOODS SFD I, L.L.C. BASELINE WOODS SFD II, L.L.C. BASELINE WOODS WEST, L.L.C. BETHANY CREEK FALLS, L.L.C. BROWNSTONE AT ISSAQUAH HIGHLANDS, L.L.C. BRYANT HEIGHTS, L.L.C. BULL MOUNTAIN RIDGE, L.L.C. CALAIS AT VILLEBOIS, L.L.C. CEDAR FALLS WAY LLC CASCARA AT REDMOND RIDGE, L.L.C. CORNELIUS PASS TOWNHOMES, L.L.C. EDGEWATER TUALATIN, L.L.C. GRANDE POINTE AT VILLEBOIS, L.L.C. HIGH POINT III, L.L.C. HIGHCROFT AT SAMMAMISH, L.L.C. ISSAQUAH HIGHLANDS INVESTMENT FUND, L.L.C. LES BOIS AT VILLEBOIS, L.L.C. MILL CREEK TERRACE, L.L.C. MURRAY & WEIR SFD, L.L.C. ORENCO WOODS SFD, L.L.C. PEASLEY CANYON HOMES, L.L.C. POLYGON AT BRENCHLEY ESTATES, L.L.C. POLYGON AT SUNSET RIDGE, L.L.C. POLYGON AT VILLEBOIS II, L.L.C. POLYGON AT VILLEBOIS III, L.L.C. POLYGON AT VILLEBOIS IV, L.L.C. POLYGON AT VILLEBOIS V, L.L.C. RIDGEVIEW TOWNHOMES, L.L.C. RIVERFRONT MF, L.L.C. RIVERFRONT SF, L.L.C. SILVERLAKE CENTER, L.L.C. SPANAWAY 230, L.L.C. SPARROW CREEK, L.L.C. THE RESERVE AT MAPLE VALLEY, L.L.C. THE RESERVE AT NORTH CREEK, L.L.C. TWIN CREEKS AT COOPER MOUNTAIN, L.L.C. W.R. TOWNHOMES F, L.L.C. VIEWRIDGE AT ISSAQUAH HIGHLANDS, L.L.C. CASCADIAN KING COMPANY, L.L.C. PNW CASCADIAN COMPANY, L.L.C. POLYGON NORTHWEST COMPANY, L.L.C. POLYGON PAYMASTER, L.L.C. CASCADIAN SOUTH L.L.C. | ||||||||
By: | POLYGON WLH LLC, Its Sole Member | |||||||
By: | ||||||||
/s/ Matthew R. Zaist | ||||||||
Name: | Matthew R. Zaist | |||||||
Title: | President & Chief Operating Officer |
[Signature Page to First Supplemental Indenture]
U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||||||
By: | ||||||
/s/ Donald T. Hurrelbrink | ||||||
Name: | Donald T. Hurrelbrink | |||||
Title: | Vice President |
[Signature Page to First Supplemental Indenture]
Schedule I
New Guarantors
1. | Polygon WLH LLC, a Delaware limited liability company |
2. | 460 Central, L.L.C., a Washington limited liability company |
3. | Baseline Woods SFD I, L.L.C., a Washington limited liability company |
4. | Baseline Woods SFD II, L.L.C., a Washington limited liability company |
5. | Baseline Woods West, L.L.C., a Washington limited liability company |
6. | Bethany Creek Falls, L.L.C., a Washington limited liability company |
7. | Brownstone at Issaquah Highlands, L.L.C., a Washington limited liability company |
8. | Bryant Heights, L.L.C., a Washington limited liability company |
9. | Bull Mountain Ridge, L.L.C., a Washington limited liability company |
10. | Cedar Falls Way LLC, a Washington limited liability company |
11. | Calais at Villebois, L.L.C., a Washington limited liability company |
12. | Cascara at Redmond Ridge, L.L.C., a Washington limited liability company |
13. | Cornelius Pass Townhomes, L.L.C., a Washington limited liability company |
14. | Edgewater Tualatin, L.L.C., a Washington limited liability company |
15. | Grande Pointe at Villebois, L.L.C., a Washington limited liability company |
16. | High Point III, L.L.C., a Washington limited liability company |
17. | Highcroft at Sammamish, L.L.C., a Washington limited liability company |
18. | Issaquah Highlands Investment Fund, L.L.C., a Washington limited liability company |
19. | Les Bois at Villebois, L.L.C., a Washington limited liability company |
20. | Mill Creek Terrace, L.L.C., a Washington limited liability company |
21. | Murray & Weir SFD, L.L.C., a Washington limited liability company |
22. | Orenco Woods SFD, L.L.C., a Washington limited liability company |
23. | Peasley Canyon Homes, L.L.C., a Washington limited liability company |
24. | Polygon at Brenchley Estates, L.L.C., a Washington limited liability company |
25. | Polygon at Sunset Ridge L.L.C., a Washington limited liability company |
26. | Polygon at Villebois II, L.L.C., a Washington limited liability company |
27. | Polygon at Villebois III, L.L.C., a Washington limited liability company |
28. | Polygon at Villebois IV, L.L.C., a Washington limited liability company |
29. | Polygon at Villebois V, L.L.C., a Washington limited liability company |
30. | Ridgeview Townhomes, L.L.C., a Washington limited liability company |
31. | Riverfront MF, L.L.C., a Washington limited liability company |
32. | Riverfront SF, L.L.C., a Washington limited liability company |
33. | Silverlake Center, L.L.C., a Washington limited liability company |
34. | Spanaway 230, L.L.C., a Washington limited liability company |
35. | Sparrow Creek, L.L.C., a Washington limited liability company |
36. | The Reserve at Maple Valley, L.L.C., a Washington limited liability company |
37. | The Reserve at North Creek, L.L.C., a Washington limited liability company |
38. | Twin Creeks at Cooper Mountain, L.L.C., a Washington limited liability company |
39. | Viewridge at Issaquah Highlands, L.L.C., a Washington limited liability company |
40. | W.R. Townhomes F, L.L.C., a Washington limited liability company |
41. | Cascadian King Company, L.L.C., a Washington limited liability company |
42. | PNW Cascadian Company, L.L.C., a Washington limited liability company |
43. | Polygon Northwest Company, L.L.C., a Washington limited liability company |
44. | Polygon Paymaster, L.L.C., a Washington limited liability company |
45. | Cascadian South L.L.C. , an Oregon limited liability company |