AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 7, 2015 BETWEEN TRI POINTE GROUP, INC., a Delaware corporation U.S. BANK NATIONAL ASSOCIATION, a national banking association, d/b/a Housing Capital Company as Administrative Agent, lead arranger...Credit Agreement • July 7th, 2015 • TRI Pointe Group, Inc. • Operative builders • California
This Amended and Restated Credit Agreement (the “Agreement”), dated as of July 7, 2015, is among TRI Pointe Group, Inc., a Delaware corporation, the Lenders (as defined below) and U.S. Bank National Association, a national banking association, d/b/a Housing Capital Company, as LC Issuer, Swing Line Lender and Administrative Agent.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • July 7th, 2015 • TRI Pointe Group, Inc. • Operative builders • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of July 7, 2015, among TRI Pointe Group, Inc., a Delaware corporation (“TPG”), TRI Pointe Homes, Inc., a Delaware corporation (“TPH”), and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture referred to below.
FIRST AMENDMENT TO INDEMNIFICATION AGREEMENTIndemnification Agreement • July 7th, 2015 • TRI Pointe Group, Inc. • Operative builders
This FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT, dated as of , 2015 (this “Amendment”), amends the Indemnification Agreement, dated as of , 20 (the “Indemnification Agreement”), by and between TRI Pointe Homes, Inc., a Delaware corporation (“TRI Pointe”), and (the “Indemnitee”).
AGREEMENT AND PLAN OF MERGER TO FORM HOLDING COMPANY by and among TRI POINTE HOMES, INC., TRI POINTE GROUP, INC., and TPG MERGER, INC. July 7, 2015Agreement and Plan of Merger • July 7th, 2015 • TRI Pointe Group, Inc. • Operative builders • Delaware
THIS AGREEMENT AND PLAN OF MERGER TO FORM HOLDING COMPANY (this “Agreement”), dated as of July 7, 2015, by and among TRI Pointe Homes, Inc., a Delaware corporation (“TRI Pointe”), TRI Pointe Group, Inc., a Delaware corporation and a wholly-owned subsidiary of TRI Pointe (“Holdings”), and TPG Merger, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings (“Merger Sub”).
FIRST AMENDMENT TO TAX SHARING AGREEMENTTax Sharing Agreement • July 7th, 2015 • TRI Pointe Group, Inc. • Operative builders
This FIRST AMENDMENT TO TAX SHARING AGREEMENT, dated as of July 7, 2015 (this “Amendment”), amends the Tax Sharing Agreement, dated as of July 7, 2014 (the “TSA”), by and among Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), TRI Pointe Holdings, Inc. (f/k/a Weyerhaeuser Real Estate Company), a Washington corporation (“WRECO”), and TRI Pointe Homes, Inc., a Delaware corporation (“TRI Pointe”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 7th, 2015 • TRI Pointe Group, Inc. • Operative builders
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of July 7, 2015 (this “Amendment”), amends the Registration Rights Agreement, dated as of January 30, 2013 (the “Registration Rights Agreement”), by and among TRI Pointe Homes, Inc., a Delaware corporation (“TRI Pointe”), VIII/TPC Holdings, L.L.C., a Delaware limited liability company (the “Starwood Fund”), BMG Homes, Inc., The Bauer Revocable Trust U/D/T Dated December 31, 2003, Grubbs Family Trust Dated June 22, 2012, The Mitchell Family Trust U/D/T Dated February 8, 2000, Frankel Associates, L.P., Douglas F. Bauer, Thomas J. Mitchell and Michael D. Grubbs (collectively, the “Holders”).
Omnibus Amendment to the TRI Pointe Homes, Inc. 2013 Long-Term Incentive Plan, TRI Pointe Group Short-Term Incentive Plan, Weyerhaeuser Real Estate Company 2004 Long-Term Incentive Plan and the Weyerhaeuser Real Estate Company 2013 Long-Term Incentive...TRI Pointe Group, Inc. • July 7th, 2015 • Operative builders
WHEREAS, in connection with the reorganization of TRI Pointe Homes, Inc. (“TRI Pointe”) approved by the Board of Directors of TRI Pointe, pursuant to which TRI Pointe has become a wholly owned subsidiary of TRI Pointe Group, Inc. (“TRI Pointe Holdings”), it is necessary to amend each of the Plans, each of the stock option agreements pursuant to which options to purchase shares of common stock of TRI Pointe have been granted and are outstanding pursuant to one of the Plans, each of the restricted stock unit agreements pursuant to which restricted stock units have been granted and are outstanding pursuant to one of the Plans, each of the performance share unit agreements pursuant to which performance share units (which are, as of the date of this amendment, time-based awards that are no longer subject to any performance conditions) have been granted and are outstanding pursuant to one of the Plans, and each of the cash incentive award agreements pursuant to which cash incentive awards ha
SECOND AMENDMENT TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 7th, 2015 • TRI Pointe Group, Inc. • Operative builders
This SECOND AMENDMENT TO INVESTOR RIGHTS AGREEMENT, dated as of July 7, 2015 (this “Amendment”), amends the Investor Rights Agreement, dated as of January 30, 2013, as amended by the First Amendment to Investor Rights Agreement, dated as of November 3, 2013 (as amended, the “Investor Rights Agreement”), by and among TRI Pointe Homes, Inc., a Delaware corporation (“TRI Pointe”), VIII/TPC Holdings, L.L.C., a Delaware limited liability company (the “Starwood Fund”), BMG Homes, Inc., The Bauer Revocable Trust U/D/T Dated December 31, 2003, Grubbs Family Trust Dated June 22, 2012, The Mitchell Family Trust U/D/T Dated February 8, 2000, Douglas F. Bauer, Thomas J. Mitchell and Michael D. Grubbs (each, a “Holder” and collectively, the “Holders”).
