AV HOMES, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2015 • AV Homes, Inc. • Operative builders
(the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is purchasing New Notes (as defined below) hereunder, an “Investor”), enters into this Securities Purchase Agreement (the “Agreement”) with AV Homes, Inc., a Delaware corporation (the “Company”) on June 17, 2015 whereby the Investors will purchase the Company’s new 6.00% Senior Convertible Notes due 2020 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture dated as of February 4, 2011 (the “Base Indenture”) between the Company and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as Trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture thereto, to be dated as of or around June 23, 2015 (the “Supplement,” and, together with the Base Indenture and all other supplements thereto, t
AV HOMES, INC., as Issuer THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of June 23, 2015 to the INDENTURE Dated as of February 4, 2011 6.00%...Third Supplemental Indenture • June 23rd, 2015 • AV Homes, Inc. • Operative builders • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of June 23, 2015 (this “Supplemental Indenture”), by and among AV HOMES, INC., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as hereinafter defined), and WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to Wilmington Trust FSB), a national banking association, as Trustee hereunder (the “Trustee”).
