TRI POINTE GROUP, INC. $350,000,000 5.700% Senior Notes due 2028 Underwriting AgreementUnderwriting Agreement • June 10th, 2020 • TRI Pointe Group, Inc. • Operative builders • New York
TRI Pointe Group, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, $350,000,000 principal amount of its 5.700% Senior Notes due 2028 (the “Notes”). The Notes are to be issued pursuant to the provisions of an Indenture dated as of May 23, 2016 (the “Base Indenture”) and Supplemental Indenture No. 5 to be dated as of the Closing Date (the “Supplemental Indenture,” and together with the Base Indenture, Supplemental Indenture No. 1, dated as of May 26, 2016, Supplemental Indenture No. 2, dated as of June 8, 2017, Supplemental Indenture No. 3, dated as of February 22, 2019, and Supplemental Indenture No. 4, dated as of February 22, 2019, the “Indenture”) among the Issuer, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Issuer’s obligations under the Indenture and the Notes will b
TRI POINTE GROUP, INC. As the COMPANY THE GUARANTORS PARTY HERETO Fifth Supplemental Indenture Dated as of June 10, 2020Fifth Supplemental Indenture • June 10th, 2020 • TRI Pointe Group, Inc. • Operative builders • New York
ContractGlobal Note • June 10th, 2020 • TRI Pointe Group, Inc. • Operative builders • New York
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE HOLDERS OF BENEFICIAL INTERESTS HEREIN, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE BASE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
