TRI POINTE GROUP, INC. Underwriting AgreementUnderwriting Agreement • May 26th, 2016 • TRI Pointe Group, Inc. • Operative builders • New York
TRI Pointe Group, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, $300,000,000 principal amount of its 4.875% Senior Notes due 2021 (the “Notes”). The Notes are to be issued under an indenture (the “Indenture”) to be dated as of the Closing Date, among the Issuer, the guarantors named in Schedule II hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”). The Notes are to be issued pursuant to the provisions of an Indenture dated as of May 23, 2016 (the “Base Indenture”) and a supplemental indenture to be dated as of the Closing Date (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”) among the Issuer, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). The Issuer’s obligations under the Indenture
ContractGlobal Note • May 26th, 2016 • TRI Pointe Group, Inc. • Operative builders • New York
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE HOLDERS OF BENEFICIAL INTERESTS HEREIN, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE BASE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
TRI POINTE GROUP, INC. As the COMPANY THE GUARANTORS PARTY HERETO 4.875% Senior Notes due 2021 First Supplemental Indenture Dated as of May 26, 2016 U.S. BANK NATIONAL ASSOCIATION, TrusteeFirst Supplemental Indenture • May 26th, 2016 • TRI Pointe Group, Inc. • Operative builders • New York
First Supplemental Indenture dated as of May 26, 2016 (“Supplemental Indenture”), to the Indenture dated as of May 23, 2016 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and together with the Supplemental Indenture, the “Indenture”), by and among TRI Pointe Group, Inc., a Delaware corporation (the “Company”), each of the subsidiaries of the Company that are signatories hereto as the Guarantors (the “Guarantors”) and U.S. Bank National Association, as trustee (including any successor replacing such person in accordance with the applicable provisions of the Indenture, the “Trustee”).
