REGISTRATION RIGHTS AGREEMENT by and among WEYERHAEUSER REAL ESTATE COMPANY and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. As Representatives of the Initial Purchasers Named in Schedule I to the Purchase Agreement Dated as of June...Registration Rights Agreement • June 19th, 2014 • TRI Pointe Homes, Inc. • Operative builders • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 13, 2014, by and among Weyerhaeuser Real Estate Company, a Washington corporation (“WRECO”), and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. as representatives (the “Representatives”) of the several initial purchasers set forth on Schedule I to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), who have severally agreed to purchase WRECO’s 4.375% Senior Notes due 2019 (the “Initial Notes”) pursuant to the Purchase Agreement. On the Merger Date (as defined in the Purchase Agreement), (A) TRI Pointe Homes, Inc., a Delaware corporation (“TPH”), will (i) become the issuer of the Initial Notes pursuant to a supplemental indenture to the Indenture, and (ii) execute and deliver a joinder agreement substantially in the form attached as Exhibit A hereto (the “Joinder Agreement”) and shall thereby become a party to this Agreement and (B) WRECO will become
