CENTURY COMMUNITIES, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2014 • Century Communities, Inc. • Operative builders • New York
Century Communities, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company listed on Schedule I hereto (the “Selling Stockholders”), each confirms its agreement with each of the Underwriters listed on Schedule II hereto (collectively, the “Underwriters”), for whom FBR Capital Markets & Co. and J.P. Morgan Securities LLC are acting as representatives (in such capacity, each a “Representative” and collectively, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholders, acting severally and not jointly, of an aggregate of [ ] shares (the “Initial Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) in the respective numbers of shares set forth opposite the names of the Company and each Selling Stockholder in Schedule I hereto, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock set forth opposite the names of the
REGISTRATION RIGHTS AGREEMENT by and among Century Communities, Inc. Each of the Guarantors Named Herein and Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of May 5, 2014Registration Rights Agreement • May 30th, 2014 • Century Communities, Inc. • Operative builders • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 5, 2014, by and among Century Communities, Inc., a Delaware corporation (the “Company”), the entities listed on the signature page hereto as “Guarantors” (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, (the “Representative”), on behalf of the Initial Purchasers (the “Initial Purchasers”) named in Schedule A to the Purchase Agreement (as defined below), each of whom has agreed to purchase the Company’s 6.875% Senior Notes due 2022 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
CENTURY COMMUNITIES, INC., as Issuer THE GUARANTORS named herein, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 5, 2014 6.875% Senior Notes Due 2022Supplemental Indenture • May 30th, 2014 • Century Communities, Inc. • Operative builders • New York
INDENTURE dated as of May 5, 2014, among CENTURY COMMUNITIES, INC., a Delaware corporation, the Guarantors (as hereinafter defined) that from time to time become parties to this Indenture and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
