TRI POINTE GROUP, INC. Underwriting AgreementUnderwriting Agreement • June 8th, 2017 • 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 5.25% Senior Notes due 2027 (the “Notes”). The Notes are to be issued pursuant to the provisions of an Indenture dated as of May 23, 2016 (the “Base Indenture”) and Supplemental Indenture No. 2 to be dated as of the Closing Date (the “Supplemental Indenture,” and together with the Base Indenture, Supplemental Indenture No. 1, dated as of May 26, 2016, 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 and the Notes will be unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the subsidiaries of the Issuer listed on the signature pages hereof (the “Guarantors”). The Notes an
TRI POINTE GROUP, INC. As the COMPANY THE GUARANTORS PARTY HERETO 5.25% Senior Notes due 2027 Second Supplemental Indenture Dated as of June 8, 2017Second Supplemental Indenture • June 8th, 2017 • TRI Pointe Group, Inc. • Operative builders • New York
Second Supplemental Indenture dated as of June 8, 2017 (“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”).
ContractGlobal Note • June 8th, 2017 • 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.
