LIMITED LIABILITY COMPANY AGREEMENT OF SHEA VICTORIA GARDENS, LLCLimited Liability Company Agreement • October 14th, 2011 • Vistancia Marketing, LLC • Florida
This Limited Liability Company Agreement of SHEA VICTORIA GARDENS, LLC, a Florida limited liability company (the “Company”), is entered into effective as of the 11th day of May, 2007, by Shea Capital II, LLC (the sole Member of the Company).
LIMITED LIABILITY COMPANY AGREEMENT OF SHEA TONNER HILLS, LLCLimited Liability Company Agreement • October 14th, 2011 • Vistancia Marketing, LLC • Delaware
This Limited Liability Company Agreement of Shea Tonner Hills, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of the 6th day of November, 2003, by Shea Homes Limited Partnership, a California limited partnership (the sole Member of the Company).
LIMITED LIABILITY COMPANY AGREEMENT OF VISTANCIA CONSTRUCTION, LLCLimited Liability Company Agreement • October 14th, 2011 • Vistancia Marketing, LLC • Delaware
This Limited Liability Company Agreement of VISTANCIA CONSTRUCTION, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of the 16th day of July, 2003, by VISTANCIA, LLC (the sole Member of the Company).
TAX DISTRIBUTION AGREEMENTTax Distribution Agreement • October 14th, 2011 • Vistancia Marketing, LLC • California
TAX DISTRIBUTION AGREEMENT dated as of May 10, 2011 (the “Agreement”) among the SHLP Taxpayers (as defined herein) party hereto, Shea Homes Limited Partnership, a California limited partnership (the “Company”), and each of the Persons party to the Sixth Amended and Restated Agreement of Limited Partnership of Shea Homes Limited Partnership, dated as of April 1, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “SHLP Limited Partnership Agreement”) as a general or limited partner thereof (the “SHLP Partners”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1 of this Agreement.
SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHEA HOMES LIMITED PARTNERSHIP, A CALIFORNIA LIMITED PARTNERSHIPAgreement of Limited Partnership • October 14th, 2011 • Vistancia Marketing, LLC • California
SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Shea Homes Limited Partnership, a California Limited Partnership dated as of April 1, 2005, among J.F. Shea, L.P., a Delaware limited partnership, as general partner (the “General Partner”), and the Persons whose names are ascribed hereto, as Limited Partners (the “Sixth Amended Agreement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in Article II below.
LIMITED LIABILITY COMPANY AGREEMENT OF SHI JV HOLDINGS, LLCLimited Liability Company Agreement • October 14th, 2011 • Vistancia Marketing, LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of SHI JV HOLDINGS, LLC (the “Company”), dated as of October 12, 2010, is entered into by Shea Homes, Inc., a Delaware corporation, as the sole member (the “Member”).
OPERATING AGREEMENT OF SHEA LA QUINTA LLCOperating Agreement • October 14th, 2011 • Vistancia Marketing, LLC • California
This Operating Agreement (this “Agreement”) of Shea La Quinta LLC, a California limited liability company (the “Company”), is entered into this 9th day of April, 2002 by Shea Homes, Inc., a Delaware corporation (the “Member”), as sole member of the Company.
SECURITY AGREEMENT dated as of May 10, 2011 among SHEA HOMES LIMITED PARTNERSHIP, SHEA HOMES FUNDING CORP., THE GUARANTORS IDENTIFIED HEREIN, CREDIT SUISSE AG, as Administrative Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral AgentSecurity Agreement • October 14th, 2011 • Vistancia Marketing, LLC • New York
SECURITY AGREEMENT dated as of May 10, 2011 (this “Agreement”), among Shea Homes Limited Partnership, Shea Homes Funding Corp., the Guarantors from time to time party hereto, Credit Suisse AG, as Administrative Agent under the LC Facility Agreement and Wells Fargo Bank, National Association, as Collateral Agent.
Shea Homes Limited Partnership Shea Homes Funding Corp. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2011 • Vistancia Marketing, LLC • New York
Shea Homes Limited Partnership, a California limited partnership (the “LP”), and Shea Homes Funding Corp., a Delaware corporation (the “Corporate Issuer” and, together with the LP, the “Issuers”), propose to issue and sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $750 million aggregate principal amount of its 8.625% Senior Secured Notes due 2019 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by the direct and indirect subsidiaries of the LP party hereto (the “Guarantors” and, together with the Issuers, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of May 10, 2011 (the “Indenture”), among the Issuers, the Guarantors named therein and Wells Fargo Bank, National Association (the “Trustee”). As an inducement to the Initial Purchaser, the Company agrees with the Initial Purchaser, for the benefit
LIMITED LIABILITY COMPANY AGREEMENT OF SHEA BREA DEVELOPMENT, LLC a Single Member Delaware Limited Liability CompanyLimited Liability Company Agreement • October 14th, 2011 • Vistancia Marketing, LLC • Delaware
THIS OPERATING AGREEMENT (this “Agreement”) of Shea Brea Development, LLC (the “Company”) is entered into as of December 31, 2001, by Shea Homes Limited Partnership, a California limited partnership (the “Member”).
OPERATING AGREEMENT OF SERENADE AT NATOMAS, LLCOperating Agreement • October 14th, 2011 • Vistancia Marketing, LLC • California
This Operating Agreement (this “Agreement”) of SERENADE AT NATOMAS, LLC, a California limited liability company (the “Company”), is entered into effective as of December 15, 2008, by Shea Homes, Inc., a Delaware corporation (the “Member”), as sole member of the Company.
SERVICES AGREEMENT (J.F. Shea Co., Inc.)Services Agreements • January 24th, 2012 • Vistancia Marketing, LLC • Operative builders • California
THIS SERVICES AGREEMENT (this “Agreement”) is dated as of May 1, 2011 (the “Effective Date”) is between SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership, SHEA HOMES, INC., a Delaware corporation, and the parties listed on Exhibit A attached hereto (collectively, “Shea Homes”) and J.F. SHEA CO., INC., a Nevada corporation (“JFSCI”).
LIMITED LIABILITY COMPANY AGREEMENT OF MONTY GREEN HOLDINGS, LLCLimited Liability Company Agreement • October 14th, 2011 • Vistancia Marketing, LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of MONTY GREEN HOLDINGS, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of the 2nd day of August, 2005, by Shea Homes Limited Partnership, a California limited partnership (the sole Member of the Company).
OPERATING AGREEMENT OF SHEA OTAY VILLAGE 11, LLCOperating Agreement • October 14th, 2011 • Vistancia Marketing, LLC • California
This Operating Agreement (this “Agreement”) of Shea Otay Village 11, LLC, a California limited liability company (the “Company”), is entered into effective the 23rd day of April, 2002 by Shea Homes Limited Partnership, a California limited partnership (the “Member”), as sole member of the Company.
INTERCREDITOR AGREEMENT dated as of May 10, 2011 among SHEA HOMES LIMITED PARTNERSHIP, SHEA HOMES FUNDING CORP., the other GRANTORS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION in its capacity as the Collateral Agent, WELLS FARGO BANK,...Intercreditor Agreement • January 24th, 2012 • Vistancia Marketing, LLC • Operative builders • New York
INTERCREDITOR AGREEMENT dated as of May 10, 2011 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership (the “Company”), SHEA HOMES FUNDING CORP., a Delaware corporation (the “Corporate Issuer”, and together with the Company, the “Issuers”), the other GRANTORS (as defined below) party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent for the Pari-Passu Lien Secured Parties (as defined below) (in such capacity, the “Collateral Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Authorized Representative for the Indenture Secured Parties solely in its capacity as trustee under the Indenture (as defined below) (in such capacity, the “Trustee”), CREDIT SUISSE AG, as the Authorized Representative for the LC Facility Secured Parties (in such capacity, the “LC Facility Authorized Representative”), and each Additional Authorized Representative from time to
AMENDED AND RESTATED OPERATING AGREEMENT OF SHEA CAPITAL II, LLCOperating Agreement • October 14th, 2011 • Vistancia Marketing, LLC • Delaware
This Amended and Restated Operating Agreement of SHEA CAPITAL II, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of January 11, 2010 by Shea Homes Limited Partnership, a California limited partnership and Shea Homes, Inc., a Delaware corporation (each a “Member” and collectively the “Members”) as members of the Company.
SERVICES AGREEMENT (J.F. Shea, L.P. and J.F. Shea Construction Management, Inc.)Services Agreement • January 24th, 2012 • Vistancia Marketing, LLC • Operative builders • California
THIS SERVICES AGREEMENT (this “Agreement”) is dated as of May 1, 2011 (the “Effective Date”) is between SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership, SHEA HOMES, INC., a Delaware corporation, and the parties listed on Exhibit A attached hereto (collectively, “Shea Homes”) and J.F. SHEA, L.P., a Delaware limited partnership, and J.F. SHEA CONSTRUCTION MANAGEMENT, INC., a California corporation (collectively “General Partners”).
OPERATING AGREEMENT OF SEVILLE GOLF AND COUNTRY CLUB, LLCOperating Agreement • October 14th, 2011 • Vistancia Marketing, LLC • Arizona
This Operating Agreement (the “Agreement”) for SEVILLE GOLF AND COUNTRY CLUB. LLC, an Arizona limited liability company (the “Company”) is entered into as of October 25, 2010, by Shea Homes Limited Partnership, an California limited partnership, the sole member (“Member”) of the Company.
OPERATING AGREEMENT of TOWER 104 GATHERING, LLC, a Colorado limited liability company April 6, 2001Operating Agreement • October 14th, 2011 • Vistancia Marketing, LLC • Colorado
This OPERATING AGREEMENT of TOWER 104 GATHERING, LLC is made as of the 6th day of April, 2001, by TOWER 104 GATHERING, LLC, a Colorado limited liability company (the “Company”), and SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership d/b/a Shea Homes (“Shea Homes”), as its sole member and its sole manager.
OPERATING AGREEMENT OF TRILOGY ANTIOCH, LLCOperating Agreement • October 14th, 2011 • Vistancia Marketing, LLC • California
This Operating Agreement (this “Agreement”) of TRILOGY ANTIOCH, LLC, a California limited liability company (the “Company”), is entered into effective as of the 3rd day of June, 2005, by Shea Capital I, LLC, a Delaware limited liability company (the sole Member of the Company).
LETTER OF CREDIT FACILITY AGREEMENT dated as of May 10, 2011, among SHEA HOMES LIMITED PARTNERSHIP, SHEA HOMES FUNDING CORP., THE SUBSIDIARY GUARANTORS PARTY HERETO, THE PARTICIPANTS PARTY HERETO and CREDIT SUISSE AG, as Issuing Bank and...Letter of Credit Facility Agreement • October 14th, 2011 • Vistancia Marketing, LLC • New York
LETTER OF CREDIT FACILITY AGREEMENT dated as of May 10, 2011, among SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership (the “Company”), SHEA HOMES FUNDING CORP., a Delaware corporation and wholly owned subsidiary of the Company (“Shea Corp.”), the Subsidiary Guarantors (as defined in Article I) party hereto, the Participants (as defined in Article I), and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Participants.
SHEA HOMES LIMITED PARTNERSHIP, and SHEA HOMES FUNDING CORP., as Issuers, the GUARANTORS named herein, as Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Indenture Dated as of May 10, 2011 8.625% Senior Secured Notes Due 2019Indenture • October 14th, 2011 • Vistancia Marketing, LLC • New York
INDENTURE, dated as of May 10, 2011, among SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership (the “Company”), SHEA HOMES FUNDING CORP., a Delaware corporation (the “Corporate Issuer” and, together with the Company, the “Issuers”), each of the Guarantors (as defined hereafter) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
OPERATING AGREEMENT OF SHEA HOMES VANTIS, LLCOperating Agreement • October 14th, 2011 • Vistancia Marketing, LLC • California
THIS AMENDMENT TO OPERATING AGREEMENT OF SHEA HOMES VANTIS, LLC (this “Amendment”) is entered into as of May 9, 2011, by and between J.F. SHEA CO., INC., a Nevada corporation (“JFSC”), and SHEA HOMES, INC., a Delaware corporation (“SHI”), with reference to the following facts:
OPERATING AGREEMENT of TOWER 104 OIL, LLC, a Colorado limited liability company April 6, 2001Operating Agreement • October 14th, 2011 • Vistancia Marketing, LLC • Colorado
This OPERATING AGREEMENT of TOWER 104 OIL, LLC is made as of the 6th day of April, 2001, by TOWER 104 OIL, LLC, a Colorado limited liability company (the “Company”), and SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership d/b/a Shea Homes (“Shea Homes”), as its sole member and its sole manager.
LIMITED LIABILITY COMPANY AGREEMENT OF SHEA NINTH AND COLORADO, LLCLimited Liability Company Agreement • October 14th, 2011 • Vistancia Marketing, LLC • Colorado
This Limited Liability Company Agreement (this “Agreement”) of Shea Ninth and Colorado, LLC is entered into by and between each of the persons set forth on Schedule A hereto, as members (the “Members”).
OPERATING AGREEMENT OF SHEA HOMES AT MONTAGE, LLC, a California Limited Liability CompanyOperating Agreement • October 14th, 2011 • Vistancia Marketing, LLC • California
This OPERATING AGREEMENT of Shea Homes at Montage, LLC a California limited liability company (the “Company”), is entered into and shall be effective as of the 30th day of December, 2008 (as further amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among the parties listed on Schedule 3.1 attached hereto, pursuant to the provisions of the Act (as defined below), on the following terms and conditions:
OPERATING AGREEMENT OF SHEA RIVERMARK VILLAGE, LLCOperating Agreement • October 14th, 2011 • Vistancia Marketing, LLC • California
This Operating Agreement (this “Agreement”) of Shea Rivermark Village, LLC, a California limited liability company (the “Company”), is entered into this 22nd day of March, 2001 by Shea Homes Limited Partnership, a California limited partnership (the “Member”), as sole member of the Company.
