0001193125-05-003980 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • January 10th, 2005 • Ranch Golf Club, LLC • Operative builders • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 1, 2005 between The Ranch Golf Club, LLC, a California limited liability company (the “Guarantor”), an indirect wholly-owned subsidiary of William Lyon Homes, Inc., a California corporation (the “Company”), and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).

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AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT OF WLH ENTERPRISES
General Partnership Agreement • January 10th, 2005 • Ranch Golf Club, LLC • Operative builders • California

This AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT (“Agreement”) of WLH Enterprises (“Partnership”) is made effective as of January 1, 2005 (“Effective Date”) by and between William Lyon Homes, Inc. and Presley CMR, Inc. (individually referred to as a “Partner” and collectively as the “Partners”), who desire to reaffirm the continued existence of the Partnership, to reflect the change in name of the Partnership from The Ranch Golf Club Co. to WLH Enterprises, and to amend and restate the terms and conditions of the Partnership.

AGREEMENT OF LIMITED PARTNERSHIP OF OX I OXNARD, L.P. DATED: April 6, 2001
Limited Partnership Agreement • January 10th, 2005 • Ranch Golf Club, LLC • Operative builders

THIS AGREEMENT OF LIMITED PARTNERSHIP is entered into as of the 6th of April, 2001, by and between: WILLIAM LYON HOMES, INC., a California corporation (“WLHI), as the General Partner, with its principal place of business located at 4490 Von Karman Avenue, Newport Beach, California, 92660 and PRESLEY CMR, INC., a California corporation (“CMR”), as the Limited Partner, collectively called the “Partners” or individually referred to as a “Partner,” pursuant to the provisions of the California Corporations Code, Title 2, Chapter 3 (the “Revised Limited Partnership Act”).

OPERATING AGREEMENT FOR LYON MONTECITO, LLC A CALIFORNIA LIMITED LIABILITY COMPANY
Operating Agreement • January 10th, 2005 • Ranch Golf Club, LLC • Operative builders • California

THIS OPERATING AGREEMENT (“Agreement”) is made as of February 13, 2003, by WILLIAM LYON HOMES, INC. (the “Initial Member”), as the sole member of Lyon Montecito, LLC, a California limited liability company (the “Company”), with reference to the following facts:

OPERATING AGREEMENT FOR THE RANCH GOLF CLUB, LLC A CALIFORNIA LIMITED LIABILITY COMPANY
Operating Agreement • January 10th, 2005 • Ranch Golf Club, LLC • Operative builders • California

THIS OPERATING AGREEMENT (“Agreement”) is made as of January 1, 2005, by WLH ENTERPRISES, a California general partnership (the “Initial Member”), as the sole member of The Ranch Golf Club, LLC, a California limited liability company (the “Company”), with reference to the following facts:

LIMITED LIABILITY COMPANY AGREEMENT OF ST. HELENA WESTMINSTER ESTATES, LLC,
Limited Liability Company Agreement • January 10th, 2005 • Ranch Golf Club, LLC • Operative builders • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT is entered into effective as of January 12, 1999, by Presley Homes, a California corporation (the “Member”). The capitalized terms used herein shall have the respective meanings assigned to such terms in Article VII.

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