UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 2, 2018

 

 

CALATLANTIC GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-10959		33-0475989
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1100 Wilson Boulevard, #2100, Arlington, Virginia 22209

(Address of principal executive offices) (Zip Code)

(240) 532-3806

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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Item 1.01. Entry into a Material Definitive Agreement.

On October 29, 2017, CalAtlantic Group, Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lennar Corporation, a Delaware corporation (“Lennar”), and Cheetah Cub Group Corp., a newly formed Delaware corporation and a wholly owned subsidiary of Lennar (“Merger Sub”). Subject to the terms and conditions of the Merger Agreement, the Company will merge (the “Merger”) with and into Merger Sub, with Merger Sub continuing as the surviving corporation in the Merger.

Pursuant to that certain offering memorandum and consent solicitation statement as of January 19, 2018, Lennar offered to certain eligible holders of each series of Existing CalAtlantic Notes (as defined below) the opportunity to exchange (collectively, the “Exchange Offers”) certain outstanding notes issued by the Company for (1) up to $3.0 billion aggregate principal amount of new notes issued by Lennar and (2) cash. Concurrently with the Exchange Offers, Lennar, on behalf of the Company, solicited from such eligible holders of each series of Existing CalAtlantic Notes consents (collectively the “Consent Solicitations”) to remove certain of the covenants, restrictive provisions and events of default, in each case applicable to such series of Existing CalAtlantic Notes (collectively, the “Proposed Amendments”).

The Proposed Amendments include, as applicable, removal or modification of covenants or events of default with respect to:

 

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compliance with securities laws;

 

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restrictions on the incurrence of secured indebtedness;

 

•

restrictions of sale and leaseback transactions;

 

•

designation of restricted and unrestricted subsidiaries;

 

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the Company’s ability to merge or sell all or substantially all of its assets;

 

•

periodic reporting to holders of the applicable series of Existing CalAtlantic Notes;

 

•

future subsidiary guarantees;

 

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cross-default to other indebtedness;

 

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judgment defaults; and

 

•

change of control triggering events (in respect of only certain series of the Existing CalAtlantic Notes).

As of 5:00 p.m., New York City time, on February 1, 2018, the early tender date for the Exchange Offers, the holders of a majority of the aggregate principal amount of each series of notes have consented to the Proposed Amendments applicable to such series, as described below:

 

•

$485,609,000 of $575,000,000 aggregate principal amount of 8.375% Senior Notes due May 15, 2018 issued by the Company;

 

•

$267,708,000 of $300,000,000 aggregate principal amount of 6.625% Senior Notes due May 1, 2020 issued by the Company;

 

•

$397,606,000 of $400,000,000 aggregate principal amount of 8.375% Senior Notes due January 15, 2021 issued by the Company;

 

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$291,960,000 of $300,000,000 aggregate principal amount of 6.25% Senior Notes due December 15, 2021 issued by the Company (the “2012 Notes”);

 

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$240,753,000 of $250,000,000 aggregate principal amount of 5.375% Senior Notes due October 1, 2022 issued by the Company;

 

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$421,403,000 of $425,000,000 aggregate principal amount of 5.875% Senior Notes due November 15, 2024 issued

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by the Company;

 

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$395,535,000 of $400,000,000 aggregate principal amount of 5.25% Senior Notes due June 1, 2026 issued by the Company; and

 

•

$347,343,000 of $350,000,000 aggregate principal amount of 5.00% Senior Notes due June 15, 2027 issued by the Company

The notes described above, collectively, are “Existing CalAtlantic Notes”. Consequently, on February 2, 2018, the Company and certain subsidiaries of the Company that guarantee the obligations of the Company under the Existing CalAtlantic Notes (the “Guarantors”) entered into supplemental indentures reflecting the Proposed Amendments (the “Supplemental Indentures”). The Supplemental Indentures were effective upon execution but shall become operative only upon the closing, including completion and settlement, of the Exchange Offers and Consent Solicitations, such that the Supplemental Indentures shall be deemed to be revoked if the Exchange Offers or Consent Solicitations are terminated or withdrawn prior to completion or settlement.

The description of the Supplemental Indentures contained herein does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indentures, which are attached to this Current Report on Form 8-K as Exhibits 4.1 through 4.8 and are incorporated herein by reference.

Item 3.03 Material Modifications to Rights of Security Holders

The information set forth in Item 1.01 with respect to the 2021 Notes is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and may qualify for the safe harbor provided for in Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements about the expected timing for and completion of the Merger. Any statements that are not statements of historical fact (including statements containing the words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” objective,” “plan,” or “targets” and other similar expressions) are intended to identify forward-looking statements. These statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements. A number of important factors could cause actual results to differ materially from those contemplated by these forward-looking statements, including, but not limited to: (i) the risk that the proposed Merger may not be completed in a timely manner or at all; (ii) the risk that the Exchange Offers and Consent Solicitations are terminated or withdrawn prior to completion or settlement; and (iii) other risks related to the Company’s business and operations described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on these forward-looking statements. Except as may be required under applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

No Offer of Solicitation.

This communication is for informational purposes only and shall not constitute an offer to purchase, nor a solicitation of an offer to sell, subscribe for or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in connection with the proposed transaction or otherwise, nor shall there be any solicitation, offer, sale, issuance or transfer of securities in any jurisdiction in which such solicitation, offer, sale, issuance or transfer would be unlawful. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Additional Information about the Proposed Transaction and Where to Find It.

In connection with the proposed Merger, Lennar has filed with the SEC a registration statement on Form S-4 (the “Registration Statement”), in which a joint proxy statement of the Company and Lennar was included that also constitutes a prospectus (the “Joint Proxy Statement/Prospectus”). Investors and stockholders are urged to read the Registration Statement and the Joint Proxy Statement/Prospectus regarding the Merger and the related transactions, and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain

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important information about the Company, Lennar and the proposed Merger. You can obtain a free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about the Company and Lennar at the SEC’s website (www.sec.gov). You are also able to obtain these documents, free of charge, from the Company at www.CalAtlantic.com under the link “Investors” and then under the heading “Financials” and the subheading “SEC Filings” and from Lennar at www.Lennar.com under the tab “Investors” and then under the heading “Financials.”

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
4.1		Sixteenth Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.
4.2		Seventeenth Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.
4.3		Twenty-Ninth Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.
4.4		Thirtieth Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.
4.5		Thirty-First Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.
4.6		Thirty-Second Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.
4.7		Thirty-Third Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.
4.8		Thirty-Fourth Supplemental Indenture, dated as of February 2, 2018, by and among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				CALATLANTIC GROUP, INC.
Date: February 2, 2018				By:		/s/ Jeffrey J. McCall
						Jeffrey J. McCall Executive Vice President & Chief Financial Officer

Exhibit 4.1

 

 

 

CALATLANTIC GROUP, INC.,

as Issuer,

THE SUBSIDIARY GUARANTORS NAMED HEREIN

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

(as successor to JPMorgan Chase Bank, N.A. f/k/a Chemical Bank)

as Trustee

SIXTEENTH SUPPLEMENTAL INDENTURE

DATED AS OF FEBRUARY 2, 2018

TO INDENTURE

DATED AS OF JUNE 28, 1996

Relating to

6.625% Senior Notes due 2020

 

 

 

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TABLE OF CONTENTS

 

ARTICLE I
Amendment to Indentures and Notes
SECTION 1.01.		Amendments to Articles Three, Five, Six, Seven and Eight			2
SECTION 1.02.		Amendments to Notes			3
ARTICLE II
Miscellaneous
SECTION 2.01.		Defined Terms			3
SECTION 2.02.		Ratification of Base Indenture			3
SECTION 2.03.		Trust Indenture Act Controls			4
SECTION 2.04.		Conflict with Indenture			4
SECTION 2.05.		Governing Law			4
SECTION 2.06.		Successors			4
SECTION 2.07.		Counterparts			4
SECTION 2.08.		Waiver of Jury Trial			4
SECTION 2.09.		Force Majeure			4
SECTION 2.10.		Notices			5
SECTION 2.11.		No Personal Liability of Directors, Officers, Employees and Shareholders			5
SECTION 2.12.		Effectiveness			5
SECTION 2.13.		Endorsement and Change of Form of Notes			5

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SIXTEENTH SUPPLEMENTAL INDENTURE

Sixteenth Supplemental Indenture, dated as of February 2, 2018 (the “Sixteenth Supplemental Indenture”), to the Base Indenture (defined below), is entered into between CalAtlantic Group, Inc., a Delaware corporation formerly known as The Ryland Group, Inc. (the “Company”), each of the Subsidiary Guarantors named herein (the “Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. f/k/a Chemical Bank), as trustee (the “Trustee”);

RECITALS

WHEREAS, this Sixteenth Supplemental Indenture is supplemental to the Indenture dated as of June 28, 1996 (the “Base Indenture”), as previously supplemented by certain supplemental indentures (the Base Indenture, as supplemented in relation to the Notes (as defined below) prior to the date hereof, the “Indenture”), by and between the Company and the Trustee;

WHEREAS, the Company and the Trustee, among others, are parties to the Indenture, pursuant to which the Company’s 6.625% Senior Notes due 2020 (the “Notes”) have been created under the Sixth Supplemental Indenture to the Base Indenture (the “Sixth Supplemental Indenture”);

WHEREAS, $300,000,000 of aggregate principal amount of the Notes is outstanding as of the date hereof;

WHEREAS, Section 902 of the Base Indenture provides that, with the consent of the Holders of at least a majority of principal amount of the Notes then outstanding, the Company and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);

WHEREAS, the Company desires and has requested the Trustee to join with the Company in entering into this Sixteenth Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 902 of the Indenture;

WHEREAS, Lennar Corporation, on behalf of the Company, has been soliciting consents to this Sixteenth Supplemental Indenture upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement (herein so called) of Lennar Corporation dated January 19, 2018 and the related Letter of Transmittal and Consent (which together, including any amendments, modifications, or supplements thereto, govern the “Consent Solicitation” for the Notes);

WHEREAS, (1) the Company has received the consent of the Holders of at least majority in principal amount of the outstanding Notes, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Sixteenth Supplemental Indenture, and (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Sixteenth Supplemental Indenture an Opinion of Counsel

 

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relating to this Sixteenth Supplemental Indenture as contemplated by Section 102 of the Base Indenture; and

WHEREAS, all things necessary to make this Sixteenth Supplemental Indenture a valid agreement of the Company, the Subsidiary Guarantors and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done.

NOW, THEREFORE, the parties hereto agree, as follows:

ARTICLE I

Amendment to Indentures and Notes

SECTION 1.01. Amendments to Articles Three, Five, Six, Seven and Eight.

(a) The Indenture is hereby amended by deleting the following Sections or clauses of the Sixth Supplemental Indenture and all references and definitions to the extent solely related thereto in their entirety and replacing each such Section or clause, as applicable, with “[Intentionally Omitted]”:

(i) Section 3.01 (Restrictions on Secured Debt);

(ii) Section 3.02 (Restrictions on Sale and Leaseback Transactions);

(iii) Section 3.03 (Future Subsidiaries);

(iv) Section 3.04 (Homebuilding Subsidiaries);

(v) Section 3.05 (Change of Control Offer);

(vi) Clauses (i) and (iii) of Article Four (Consolidation, Merger and Sale of Assets); and

(vii) Clauses (i) (cross-acceleration to other indebtedness) and (ii) (cross-payment default to other indebtedness) of Article Seven (Events of Default).

(b) The Indenture is hereby amended by rendering the provisions of the following Sections and clauses of the Base Indenture and all references and definitions to the extent solely related thereto inapplicable to the Notes:

(i) Clause (4) (default as a failure to comply with covenants other than covenants to pay interest, principal or premium or make sinking fund payments) of Section 501 (Events of Default);

(ii) Clause (5) (commencement of an involuntary bankruptcy case) of Section 501 (Events of Default);

 

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(iii) Clause (6) (commencement of a voluntary bankruptcy case) of Section 501 (Events of Default);

(iv) Clause (7) (other events of default as provided in any supplemental indenture with respect to any series) of Section 501 (Events of Default);

(v) Clause (1) (annual and other reports) of Section 704 (Reports by Company);

(vi) Clause (2) (additional information) of Section 704 (Reports by Company);

(vii) Clause (3) (summaries of reports filed by the Company) of Section 704 (Reports by Company);

(viii) Clause (1) (requiring any successor of a merger or transferee of assets to be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia) of Section 801 (Consolidation, Merger, Conveyance, Transfer or Lease) but solely applying to the requirement for any successor of a merger or consolidation or transferee of assets to (x) be a corporation and (y) be organized and existing under the laws of the United States of America, any State thereof or the District of Columbia); and

(ix) Clauses (2) (no event of default) and (3) (delivery of an Officer’s Certificate and Opinion of Counsel) of Section 801 (Consolidation, Merger, Conveyance, Transfer or Lease);

with respect to Section 704, except to the extent of any mandatory requirements of the Trust Indenture Act.

SECTION 1.02. Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Sixteenth Supplemental Indenture, subject to Section 2.03 below.

ARTICLE II

Miscellaneous

SECTION 2.01. Defined Terms. For all purposes of this Sixteenth Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Sixteenth Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

SECTION 2.02. Ratification of Base Indenture. The Base Indenture, as supplemented by this Sixteenth Supplemental Indenture, is in all respects ratified and confirmed, and this Sixteenth Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

 

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SECTION 2.03. Trust Indenture Act Controls. If any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the Trust Indenture Act, the imposed duties shall control.

SECTION 2.04. Conflict with Indenture. To the extent not expressly amended or modified by this Sixteenth Supplemental Indenture, the Base Indenture shall remain in full force and effect. If any provision of this Sixteenth Supplemental Indenture relating to the Notes is inconsistent with any provision of the Base Indenture, the provision of this Sixteenth Supplemental Indenture shall control.

SECTION 2.05. Governing Law. THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE NOTES OR THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and each of the Subsidiary Guarantors submits to the jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, in any action or proceeding to enforce any of their obligations under this Sixteenth Supplemental Indenture, and agrees not to seek a transfer of any such action or proceeding on the basis of inconvenience of the forum or otherwise (but neither the Company nor any of the Subsidiary Guarantors shall be prevented from removing any such action or proceeding from a state court to the United States District Court for the Southern District of New York). The Company and each of the Subsidiary Guarantors agree that process in any such action or proceeding may be served upon it by registered mail or in any other manner permitted by the rules of the court in which the action or proceeding is brought.

SECTION 2.06. Successors. All agreements of the Company in the Base Indenture, this Sixteenth Supplemental Indenture and the Notes shall bind its successors. All agreements of the Subsidiary Guarantors in this Sixteenth Supplemental Indenture and in the Subsidiary Guarantee shall bind their successors. All agreements of the Trustee in the Base Indenture and this Sixteenth Supplemental Indenture shall bind its successors.

SECTION 2.07. Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 2.08. Waiver of Jury Trial. EACH OF THE COMPANY, HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SIXTEENTH SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 2.09. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or

 

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natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 2.10. Notices. Except as otherwise provided in this Indenture, notice to registered Holders shall be given to the addresses as they appear in the Security Register. Notices shall be deemed to have been given on the date of such mailing or electronic delivery. Whenever a notice is required to be given by the Company, such notice may be given by the Trustee on the Company’s behalf (and the Company will make any notice it is required to give to Holders available on its website).

SECTION 2.11. No Personal Liability of Directors, Officers, Employees and Shareholders. No director, officer, employee, incorporator or shareholder of the Company will have any liability for any obligations of the Company under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

SECTION 2.12. Effectiveness. The provisions of this Sixteenth Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Sixteenth Supplemental Indenture shall become operative only upon the closing, including completion and settlement, of the Consent Solicitation and the related Exchange Offer (as defined in the Offering Memorandum and Consent Solicitation Statement), with the result that the amendments to the Indenture effected by this Sixteenth Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such Consent Solicitation and related Exchange Offer is terminated or withdrawn prior to completion or settlement. The Company shall notify the Trustee promptly after the occurrence of such closing or promptly after the Company shall determine that such closing will not occur.

SECTION 2.13. Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Sixteenth Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows:

“Effective as of February 2, 2018, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the Sixteenth Supplemental Indenture, dated as of February 2, 2018. Reference is hereby made to such Sixteenth Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

 

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(Remainder of page intentionally left blank)

 

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IN WITNESS WHEREOF, the parties hereto have executed this Sixteenth Supplemental Indenture by their officers thereunto as of the date first set forth above.

 

[Signature Page to Sixteenth Supplemental Indenture]

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[Signature Page to Sixteenth Supplemental Indenture]

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[Signature Page to Sixteenth Supplemental Indenture]

Exhibit 4.2

 

 

 

CALATLANTIC GROUP, INC.,

as Issuer,

THE SUBSIDIARY GUARANTORS NAMED HEREIN

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

(as successor to JPMorgan Chase Bank, N.A. f/k/a Chemical Bank)

as Trustee

SEVENTEENTH SUPPLEMENTAL INDENTURE

DATED AS OF FEBRUARY 2, 2018

TO INDENTURE

DATED AS OF JUNE 28, 1996

Relating to

5.375% Senior Notes due 2022

 

 

 

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TABLE OF CONTENTS

 

ARTICLE I
Amendment to Indentures and Notes
SECTION 1.01.		Amendments to Articles Three, Five, Six, Seven and Eight		2
SECTION 1.02.		Amendments to Notes		3
ARTICLE II
Miscellaneous
SECTION 2.01.		Defined Terms		3
SECTION 2.02.		Ratification of Base Indenture		3
SECTION 2.03.		Trust Indenture Act Controls		4
SECTION 2.04.		Conflict with Indenture		4
SECTION 2.05.		Governing Law		4
SECTION 2.06.		Successors		4
SECTION 2.07.		Counterparts		4
SECTION 2.08.		Waiver of Jury Trial		4
SECTION 2.09.		Force Majeure		4
SECTION 2.10.		Notices		5
SECTION 2.11.		No Personal Liability of Directors, Officers, Employees and Shareholders		5
SECTION 2.12.		Effectiveness		5
SECTION 2.13.		Endorsement and Change of Form of Notes		5

 

(i)

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SEVENTEENTH SUPPLEMENTAL INDENTURE

Seventeenth Supplemental Indenture, dated as of February 2, 2018 (the “Seventeenth Supplemental Indenture”), to the Base Indenture (defined below), is entered into between CalAtlantic Group, Inc., a Delaware corporation formerly known as The Ryland Group, Inc. (the “Company”), each of the Subsidiary Guarantors named herein (the “Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A. f/k/a Chemical Bank), as trustee (the “Trustee”);

RECITALS

WHEREAS, this Seventeenth Supplemental Indenture is supplemental to the Indenture dated as of June 28, 1996 (the “Base Indenture”), as previously supplemented by certain supplemental indentures (the Base Indenture, as supplemented in relation to the Notes (as defined below) prior to the date hereof, the “Indenture”), by and between the Company and the Trustee;

WHEREAS, the Company and the Trustee, among others, are parties to the Indenture, pursuant to which the Company’s 5.375% Senior Notes due 2022 (the “Notes”) have been created under the Eighth Supplemental Indenture to the Base Indenture (the “Eighth Supplemental Indenture”);

WHEREAS, $250,000,000 of aggregate principal amount of the Notes is outstanding as of the date hereof;

WHEREAS, Section 902 of the Base Indenture provides that, with the consent of the Holders of at least a majority of principal amount of the Notes then outstanding, the Company and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);

WHEREAS, the Company desires and has requested the Trustee to join with the Company in entering into this Seventeenth Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 902 of the Indenture;

WHEREAS, Lennar Corporation, on behalf of the Company, has been soliciting consents to this Seventeenth Supplemental Indenture upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement (herein so called) of Lennar Corporation dated January 19, 2018 and the related Letter of Transmittal and Consent (which together, including any amendments, modifications, or supplements thereto, govern the “Consent Solicitation” for the Notes);

WHEREAS, (1) the Company has received the consent of the Holders of at least majority in principal amount of the outstanding Notes, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Seventeenth Supplemental Indenture, and (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Seventeenth Supplemental Indenture an Opinion of Counsel

 

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relating to this Seventeenth Supplemental Indenture as contemplated by Section 102 of the Base Indenture; and

WHEREAS, all things necessary to make this Seventeenth Supplemental Indenture a valid agreement of the Company, the Subsidiary Guarantors and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done.

NOW, THEREFORE, the parties hereto agree, as follows:

ARTICLE I

Amendment to Indentures and Notes

SECTION 1.01. Amendments to Articles Three, Five, Six, Seven and Eight.

(a) The Indenture is hereby amended by deleting the following Sections or clauses of the Eighth Supplemental Indenture and all references and definitions to the extent solely related thereto in their entirety and replacing each such Section or clause, as applicable, with “[Intentionally Omitted]”:

(i) Section 3.01 (Restrictions on Secured Debt);

(ii) Section 3.02 (Restrictions on Sale and Leaseback Transactions);

(iii) Section 3.03 (Future Subsidiaries);

(iv) Section 3.04 (Homebuilding Subsidiaries);

(v) Section 3.05 (Change of Control Offer);

(vi) Clauses (i) and (iii) of Article Four (Consolidation, Merger and Sale of Assets); and

(vii) Clauses (i) (cross-acceleration to other indebtedness) and (ii) (cross-payment default to other indebtedness) of Article Seven (Events of Default).

(b) The Indenture is hereby amended by rendering the provisions of the following Sections and clauses of the Base Indenture and all references and definitions to the extent solely related thereto inapplicable to the Notes:

(i) Clause (4) (default as a failure to comply with covenants other than covenants to pay interest, principal or premium or make sinking fund payments) of Section 501 (Events of Default);

(ii) Clause (5) (commencement of an involuntary bankruptcy case) of Section 501 (Events of Default);

 

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(iii) Clause (6) (commencement of a voluntary bankruptcy case) of Section 501 (Events of Default);

(iv) Clause (7) (other events of default as provided in any supplemental indenture with respect to any series) of Section 501 (Events of Default);

(v) Clause (1) (annual and other reports) of Section 704 (Reports by Company);

(vi) Clause (2) (additional information) of Section 704 (Reports by Company);

(vii) Clause (3) (summaries of reports filed by the Company) of Section 704 (Reports by Company);

(viii) Clause (1) (requiring any successor of a merger or transferee of assets to be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia) of Section 801 (Consolidation, Merger, Conveyance, Transfer or Lease) but solely applying to the requirement for any successor of a merger or consolidation or transferee of assets to (x) be a corporation and (y) be organized and existing under the laws of the United States of America, any State thereof or the District of Columbia); and

(ix) Clauses (2) (no event of default) and (3) (delivery of an Officer’s Certificate and Opinion of Counsel) of Section 801 (Consolidation, Merger, Conveyance, Transfer or Lease);

with respect to Section 704, except to the extent of any mandatory requirements of the Trust Indenture Act.

SECTION 1.02. Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Seventeenth Supplemental Indenture, subject to Section 2.03 below.

ARTICLE II

Miscellaneous

SECTION 2.01. Defined Terms. For all purposes of this Seventeenth Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Seventeenth Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

SECTION 2.02. Ratification of Base Indenture. The Base Indenture, as supplemented by this Seventeenth Supplemental Indenture, is in all respects ratified and confirmed, and this Seventeenth Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

 

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SECTION 2.03. Trust Indenture Act Controls. If any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the Trust Indenture Act, the imposed duties shall control.

SECTION 2.04. Conflict with Indenture. To the extent not expressly amended or modified by this Seventeenth Supplemental Indenture, the Base Indenture shall remain in full force and effect. If any provision of this Seventeenth Supplemental Indenture relating to the Notes is inconsistent with any provision of the Base Indenture, the provision of this Seventeenth Supplemental Indenture shall control.

SECTION 2.05. Governing Law. THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE NOTES OR THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and each of the Subsidiary Guarantors submits to the jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, in any action or proceeding to enforce any of their obligations under this Seventeenth Supplemental Indenture, and agrees not to seek a transfer of any such action or proceeding on the basis of inconvenience of the forum or otherwise (but neither the Company nor any of the Subsidiary Guarantors shall be prevented from removing any such action or proceeding from a state court to the United States District Court for the Southern District of New York). The Company and each of the Subsidiary Guarantors agree that process in any such action or proceeding may be served upon it by registered mail or in any other manner permitted by the rules of the court in which the action or proceeding is brought.

SECTION 2.06. Successors. All agreements of the Company in the Base Indenture, this Seventeenth Supplemental Indenture and the Notes shall bind its successors. All agreements of the Subsidiary Guarantors in this Seventeenth Supplemental Indenture and in the Subsidiary Guarantee shall bind their successors. All agreements of the Trustee in the Base Indenture and this Seventeenth Supplemental Indenture shall bind its successors.

SECTION 2.07. Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 2.08. Waiver of Jury Trial. EACH OF THE COMPANY, HOLDER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SEVENTEENTH SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 2.09. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or

 

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natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. In no event shall the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 2.10. Notices. Except as otherwise provided in this Indenture, notice to registered Holders shall be given to the addresses as they appear in the Security Register. Notices shall be deemed to have been given on the date of such mailing or electronic delivery. Whenever a notice is required to be given by the Company, such notice may be given by the Trustee on the Company’s behalf (and the Company will make any notice it is required to give to Holders available on its website).

SECTION 2.11. No Personal Liability of Directors, Officers, Employees and Shareholders. No director, officer, employee, incorporator or shareholder of the Company will have any liability for any obligations of the Company under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

SECTION 2.12. Effectiveness. The provisions of this Seventeenth Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Seventeenth Supplemental Indenture shall become operative only upon the closing, including completion and settlement, of the Consent Solicitation and the related Exchange Offer (as defined in the Offering Memorandum and Consent Solicitation Statement), with the result that the amendments to the Indenture effected by this Seventeenth Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such Consent Solicitation and related Exchange Offer is terminated or withdrawn prior to completion or settlement. The Company shall notify the Trustee promptly after the occurrence of such closing or promptly after the Company shall determine that such closing will not occur.

SECTION 2.13. Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Seventeenth Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows:

“Effective as of February 2, 2018, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the Seventeenth Supplemental Indenture, dated as of February 2, 2018. Reference is hereby made to such Seventeenth Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

 

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IN WITNESS WHEREOF, the parties hereto have executed this Seventeenth Supplemental Indenture by their officers thereunto as of the date first set forth above.

 

[Signature Page to Seventeenth Supplemental Indenture]

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[Signature Page to Seventeenth Supplemental Indenture]

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[Signature Page to Seventeenth Supplemental Indenture]

Exhibit 4.3

 

 

 

TWENTY-NINTH SUPPLEMENTAL INDENTURE

by and among

CALATLANTIC GROUP, INC.,

the Guarantors listed herein

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

Dated as of February 2, 2018

RELATING TO THE

8.375% Senior Notes due 2018

(Supplemental to the Indenture dated as of April 1, 1999)

 

 

 

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TABLE OF CONTENTS

 

ARTICLE I
Amendment to Indentures and Notes
SECTION 1.01.		Amendments to Articles Five, Six and Seven			2
SECTION 1.02.		Amendments to Notes			4
SECTION 1.03.		Trust Indenture Act Controls			4
ARTICLE II
Miscellaneous
SECTION 2.01.		Defined Terms			4
SECTION 2.02.		Indenture			4
SECTION 2.03.		Governing Law			4
SECTION 2.04.		The Trustee			4
SECTION 2.05.		No Adverse Interpretation of Other Agreements			5
SECTION 2.06.		No Recourse Against Others			5
SECTION 2.07.		Successors and Assigns			5
SECTION 2.08.		Duplicate Originals			5
SECTION 2.09.		Severability			5
SECTION 2.10.		Effectiveness			5
SECTION 2.11.		Endorsement and Change of Form of Notes			5

 

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CALATLANTIC GROUP, INC.

TWENTY-NINTH SUPPLEMENTAL INDENTURE

This Twenty-Ninth Supplemental Indenture, dated as of February 2, 2018 (the “Twenty-Ninth Supplemental Indenture”), is entered into between CalAtlantic Group, Inc., a Delaware corporation formerly known as Standard Pacific Corp. (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association, Bank One Trust Company, N.A. and The First National Bank of Chicago), as trustee (the “Trustee”);

WITNESSETH:

WHEREAS, this Twenty-Ninth Supplemental Indenture is supplemental to the Indenture dated as of April 1, 1999 (the “Original Indenture”), as previously supplemented by that certain First Supplemental Indenture dated as of April 13, 1999, Second Supplemental Indenture dated as of September 5, 2000, Third Supplemental Indenture dated as of December 28, 2001, Fourth Supplemental Indenture dated as of March 4, 2003, Fifth Supplemental Indenture dated as of May 12, 2003, Sixth Supplemental Indenture dated as of September 23, 2003, Seventh Supplemental Indenture dated as of March 11, 2004, Eighth Supplemental Indenture dated as of March 11, 2004, Ninth Supplemental Indenture dated as of August 1, 2005, Tenth Supplemental Indenture dated as of August 1, 2005, Eleventh Supplemental Indenture dated as of February 22, 2006, Twelfth Supplemental Indenture dated as of May 5, 2006, Thirteenth Supplemental Indenture dated as of October 8, 2009, Fourteenth Supplemental Indenture dated as of May 3, 2010, Fifteenth Supplemental Indenture dated as of December 22, 2010, Sixteenth Supplemental Indenture dated as of December 22, 2010, Seventeenth Supplemental Indenture dated as of December 22, 2010, Eighteenth Supplemental Indenture dated as of August 6, 2012, Nineteenth Supplemental Indenture dated as of August 6, 2012, Twentieth Supplemental Indenture dated as of August 6, 2013, Twenty-First Supplemental Indenture dated as of November 6, 2014, Twenty-Second Supplemental Indenture dated as of October 1, 2015, Twenty-Third Supplemental Indenture dated as of October 1, 2015, Twenty-Fourth Supplemental Indenture dated as of October 1, 2015, Twenty-Fifth Supplemental Indenture dated as of October 1, 2015, Twenty-Sixth Supplemental Indenture dated as of October 1, 2015, Twenty-Seventh Supplemental Indenture dated as of May 31, 2016, Twenty-Eighth Supplemental Indenture dated as of June 9, 2017, and as will be supplemented by the Thirtieth Supplemental Indenture, the Thirty-First Supplemental Indenture, the Thirty-Second Supplemental Indenture, the Thirty-Third Supplemental Indenture and the Thirty-Fourth Supplemental Indenture, in each case dated as of even date herewith (the Original Indenture, as supplemented in relation to the Notes (as defined below) prior to the date hereof, the “Indenture”), by and between the Company, the applicable Guarantors party thereto (and as defined therein), and the Trustee;

WHEREAS, the Company and the Trustee, among others, are parties to the Indenture, pursuant to which the Company’s 8.375% Senior Notes due 2018 (the “Notes”) have

 

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been created under the Fourteenth Supplemental Indenture (the “Fourteenth Supplemental Indenture”) and Fifteenth Supplemental Indenture (the “Fifteenth Supplemental Indenture”) to the Original Indenture;

WHEREAS, $575,000,000 of aggregate principal amount of the Notes is outstanding as of the date hereof;

WHEREAS, Section 9.02 of the Original Indenture provides that, with the consent of the Holders of at least a majority of principal amount of the Notes then outstanding, the Company and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);

WHEREAS, the Company desires and has requested the Trustee to join with them and the Guarantors in entering into this Twenty-Ninth Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Original Indenture;

WHEREAS, Lennar Corporation, on behalf of the Company, has been soliciting consents to this Twenty-Ninth Supplemental Indenture upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement (herein so called) of Lennar Corporation dated January 19, 2018 and the related Letter of Transmittal and Consent (which together, including any amendments, modifications, or supplements thereto, govern the “Consent Solicitation” for the Notes);

WHEREAS, (1) the Company has received the consent of the Holders of at least majority in principal amount of the outstanding Notes, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Twenty-Ninth Supplemental Indenture, and (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Twenty-Ninth Supplemental Indenture an Opinion of Counsel relating to this Twenty-Ninth Supplemental Indenture as contemplated by Section 10.04 of the Indenture; and

WHEREAS, all things necessary to make this Twenty-Ninth Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done.

NOW, THEREFORE, the parties hereto agree, as follows:

ARTICLE I

Amendment to Indentures and Notes

SECTION 1.01. Amendments to Articles Five, Six and Seven.

(a) The Indenture is hereby amended by deleting the following Sections or clauses of the Fourteenth Supplemental Indenture and all references and definitions to the extent solely

 

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related thereto in their entirety and replacing each such Section or clause, as applicable, with “[Intentionally Omitted]”:

(i) Section 6.01 (Compliance with Securities Laws);

(ii) Section 6.02 (Restrictions on Secured Indebtedness);

(iii) Section 6.03 (Restrictions on Sale and Leaseback Transactions);

(iv) Section 6.04 (Designation of Restricted and Unrestricted Subsidiaries);

(v) Clause (b) (no default or event of default) of Section 6.05 (Merger and Sales of Assets by the Company);

(vi) Section 6.06 (Reports to Holders of the Notes);

(vii) Section 6.07 (Future Subsidiary Guarantees); and

(viii) Clauses (i) (cross-default to other indebtedness) and (ii) (judgment defaults) of Section 7.01 (Additional Events of Default).

(b) The Indenture is hereby amended by rendering the provisions of the following Sections and clauses of the Original Indenture and all references and definitions to the extent solely related thereto inapplicable to the Notes:

(i) Clause (1) (requiring any successor of a merger or transferee of assets to be a corporation organized and existing under the laws of the United States or a State thereof) of Section 5.01 (When Company May Merge, etc.) but solely applying to the requirement for any successor of a merger or consolidation or transferee of assets to (x) be a corporation and (y) be organized under the laws of the United States or a State thereof;

(ii) Clause (2) (no default or event of default) of Section 5.01 (When Company May Merge, etc.);

(iii) Clause (3) (default as a failure to comply with covenants other than covenants to pay interest, principal or premium) of Section 6.01 (Events of Default);

(iv) Clause (4) (commencement of a voluntary bankruptcy case) of Section 6.01 (Events of Default); and

(v) Clause (5) (commencement of an involuntary bankruptcy case) of Section 6.01 (Events of Default).

(c) Section 6.05(a) (Merger and Sales of Assets by the Company) of the Indenture is hereby amended and restated in its entirety to read as follows: “(a) such

 

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Person (if other than the Company) expressly assumes all the obligations of the Company under the Indenture and the Notes; and”.

SECTION 1.02. Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Twenty-Ninth Supplemental Indenture.

SECTION 1.03. Trust Indenture Act Controls. Notwithstanding Section 1.01 and Section 1.02 above, if any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the Trust Indenture Act, the imposed duties shall control.

ARTICLE II

Miscellaneous

SECTION 2.01. Defined Terms. For all purposes of this Twenty-Ninth Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Twenty-Ninth Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

SECTION 2.02. Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Twenty-Ninth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Twenty-Ninth Supplemental Indenture shall control.

SECTION 2.03. Governing Law. The laws of the State of New York shall govern this Twenty-Ninth Supplemental Indenture and the Notes.

SECTION 2.04. The Trustee. The Trustee is The Bank of New York Mellon Trust Company, N.A. The Trustee will be permitted to engage in certain transactions with the Company and its Subsidiaries; provided, however, if the Trustee acquires any conflicting interest, within the meaning of the TIA, it must eliminate such conflict or resign upon the occurrence of an Event of Default.

In case an Event of Default occurs and is not cured, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in similar circumstances in the conduct of its own affairs. The Trustee may refuse to perform any duty or exercise any right or power under the Indenture, unless it receives indemnity satisfactory to it against any loss, liability or expense.

The Trustee makes no representation as to the validity or adequacy of this Twenty-Ninth Supplemental Indenture; and it shall not be responsible in any manner whatsoever for or in respect of the recitals and statements contained herein or in the Notes, all of which are made solely by the Company and the Guarantors.

 

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SECTION 2.05. No Adverse Interpretation of Other Agreements. This Twenty-Ninth Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Twenty-Ninth Supplemental Indenture.

SECTION 2.06. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or this Twenty-Ninth Supplemental Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting the Notes waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

SECTION 2.07. Successors and Assigns. All covenants and agreements of the Company in this Twenty-Ninth Supplemental Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in this Twenty-Ninth Supplemental Indenture shall bind its successors and assigns.

SECTION 2.08. Duplicate Originals. The parties may sign any number of copies of this Twenty-Ninth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 2.09. Severability. In case any one or more of the provisions contained in this Twenty-Ninth Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Twenty-Ninth Supplemental Indenture or the Notes.

SECTION 2.10. Effectiveness. The provisions of this Twenty-Ninth Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Twenty-Ninth Supplemental Indenture shall become operative only upon the closing, including completion and settlement, of the Consent Solicitation and the related Exchange Offer (as defined in the Offering Memorandum and Consent Solicitation Statement), with the result that the amendments to the Indenture effected by this Twenty-Ninth Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such Consent Solicitation and related Exchange Offer is terminated or withdrawn prior to completion or settlement. The Company shall notify the Trustee promptly after the occurrence of such closing or promptly after the Company shall determine that such closing will not occur.

SECTION 2.11. Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Twenty-Ninth Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows:

“Effective as of February 2, 2018, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the Twenty-Ninth

 

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Supplemental Indenture, dated as of February 2, 2018. Reference is hereby made to such Twenty-Ninth Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

(Remainder of page intentionally left blank)

 

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IN WITNESS WHEREOF, the parties hereto have executed this Twenty-Ninth Supplemental Indenture by their officers thereunto as of the date first set forth above.

 

[Signature Page to Twenty-Ninth Supplemental Indenture]

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[Signature Page to Twenty-Ninth Supplemental Indenture]

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[Signature Page to Twenty-Ninth Supplemental Indenture]

Exhibit 4.4

 

 

 

THIRTIETH SUPPLEMENTAL INDENTURE

by and among

CALATLANTIC GROUP, INC.,

the Guarantors listed herein

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

Dated as of February 2, 2018

RELATING TO THE

8.375% Senior Notes due 2021

(Supplemental to the Indenture dated as of April 1, 1999)

 

 

 

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TABLE OF CONTENTS

 

ARTICLE I
Amendment to Indentures and Notes
SECTION 1.01.		Amendments to Articles Five, Six and Seven		2
SECTION 1.02.		Amendments to Notes		4
SECTION 1.03.		Trust Indenture Act Controls		4
ARTICLE II
Miscellaneous
SECTION 2.01.		Defined Terms		4
SECTION 2.02.		Indenture		4
SECTION 2.03.		Governing Law		4
SECTION 2.04.		The Trustee		4
SECTION 2.05.		No Adverse Interpretation of Other Agreements		4
SECTION 2.06.		No Recourse Against Others		5
SECTION 2.07.		Successors and Assigns		5
SECTION 2.08.		Duplicate Originals		5
SECTION 2.09.		Severability		5
SECTION 2.10.		Effectiveness		5
SECTION 2.11.		Endorsement and Change of Form of Notes		5

 

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CALATLANTIC GROUP, INC.

THIRTIETH SUPPLEMENTAL INDENTURE

This Thirtieth Supplemental Indenture, dated as of February 2, 2018 (the “Thirtieth Supplemental Indenture”), is entered into between CalAtlantic Group, Inc., a Delaware corporation formerly known as Standard Pacific Corp. (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association, Bank One Trust Company, N.A. and The First National Bank of Chicago), as trustee (the “Trustee”);

WITNESSETH:

WHEREAS, this Thirtieth Supplemental Indenture is supplemental to the Indenture dated as of April 1, 1999 (the “Original Indenture”), as previously supplemented by that certain First Supplemental Indenture dated as of April 13, 1999, Second Supplemental Indenture dated as of September 5, 2000, Third Supplemental Indenture dated as of December 28, 2001, Fourth Supplemental Indenture dated as of March 4, 2003, Fifth Supplemental Indenture dated as of May 12, 2003, Sixth Supplemental Indenture dated as of September 23, 2003, Seventh Supplemental Indenture dated as of March 11, 2004, Eighth Supplemental Indenture dated as of March 11, 2004, Ninth Supplemental Indenture dated as of August 1, 2005, Tenth Supplemental Indenture dated as of August 1, 2005, Eleventh Supplemental Indenture dated as of February 22, 2006, Twelfth Supplemental Indenture dated as of May 5, 2006, Thirteenth Supplemental Indenture dated as of October 8, 2009, Fourteenth Supplemental Indenture dated as of May 3, 2010, Fifteenth Supplemental Indenture dated as of December 22, 2010, Sixteenth Supplemental Indenture dated as of December 22, 2010, Seventeenth Supplemental Indenture dated as of December 22, 2010, Eighteenth Supplemental Indenture dated as of August 6, 2012, Nineteenth Supplemental Indenture dated as of August 6, 2012, Twentieth Supplemental Indenture dated as of August 6, 2013, Twenty-First Supplemental Indenture dated as of November 6, 2014, Twenty-Second Supplemental Indenture dated as of October 1, 2015, Twenty-Third Supplemental Indenture dated as of October 1, 2015, Twenty-Fourth Supplemental Indenture dated as of October 1, 2015, Twenty-Fifth Supplemental Indenture dated as of October 1, 2015, Twenty-Sixth Supplemental Indenture dated as of October 1, 2015, Twenty-Seventh Supplemental Indenture dated as of May 31, 2016, Twenty-Eighth Supplemental Indenture dated as of June 9, 2017, and as will be supplemented by the Twenty-Ninth Supplemental Indenture, the Thirty-First Supplemental Indenture, the Thirty-Second Supplemental Indenture, the Thirty-Third Supplemental Indenture and the Thirty-Fourth Supplemental Indenture, in each case dated as of even date herewith (the Original Indenture, as supplemented in relation to the Notes (as defined below) prior to the date hereof, the “Indenture”), by and between the Company, the applicable Guarantors party thereto (and as defined therein), and the Trustee;

WHEREAS, the Company and the Trustee, among others, are parties to the Indenture, pursuant to which the Company’s 8.375% Senior Notes due 2021 (the “Notes”) have

 

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been created under the Sixteenth Supplemental Indenture to the Original Indenture (the “Sixteenth Supplemental Indenture”);

WHEREAS, $400,000,000 of aggregate principal amount of the Notes is outstanding as of the date hereof;

WHEREAS, Section 9.02 of the Original Indenture provides that, with the consent of the Holders of at least a majority of principal amount of the Notes then outstanding, the Company and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);

WHEREAS, the Company desires and has requested the Trustee to join with them and the Guarantors in entering into this Thirtieth Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Original Indenture;

WHEREAS, Lennar Corporation, on behalf of the Company, has been soliciting consents to this Thirtieth Supplemental Indenture upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement (herein so called) of Lennar Corporation dated January 19, 2018 and the related Letter of Transmittal and Consent (which together, including any amendments, modifications, or supplements thereto, govern the “Consent Solicitation” for the Notes);

WHEREAS, (1) the Company has received the consent of the Holders of at least majority in principal amount of the outstanding Notes, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Thirtieth Supplemental Indenture, and (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Thirtieth Supplemental Indenture an Opinion of Counsel relating to this Thirtieth Supplemental Indenture as contemplated by Section 10.04 of the Indenture; and

WHEREAS, all things necessary to make this Thirtieth Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done.

NOW, THEREFORE, the parties hereto agree, as follows:

ARTICLE I

Amendment to Indentures and Notes

SECTION 1.01. Amendments to Articles Five, Six and Seven.

(a) The Indenture is hereby amended by deleting the following Sections or clauses of the Sixteenth Supplemental Indenture and all references and definitions to the extent solely related thereto in their entirety and replacing each such Section or clause, as applicable, with “[Intentionally Omitted]”:

 

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(i) Section 6.01(Compliance with Securities Laws);

(ii) Section 6.02 (Restrictions on Secured Indebtedness);

(iii) Section 6.03 (Restrictions on Sale and Leaseback Transactions);

(iv) Section 6.04 (Designation of Restricted and Unrestricted Subsidiaries);

(v) Clause (no default or event of default) (b) of Section 6.05 (Merger and Sales of Assets by the Company);

(vi) Section 6.06 (Reports to Holders of the Notes);

(vii) Section 6.07 (Future Subsidiary Guarantees); and

(viii) Clauses (i) (cross-default to other indebtedness) and (ii) (judgment defaults) of Section 7.01 (Additional Events of Default).

(b) The Indenture is hereby amended by rendering the provisions of the following Sections and clauses of the Original Indenture and all references and definitions to the extent solely related thereto inapplicable to the Notes:

(i) Clause (1) (requiring any successor of a merger or transferee of assets to be a corporation organized and existing under the laws of the United States or a State thereof) of Section 5.01 (When Company May Merge, etc.) but solely applying to the requirement for any successor of a merger or consolidation or transferee of assets to (x) be a corporation and (y) be organized under the laws of the United States or a State thereof;

(ii) Clause (2) (no default or event of default) of Section 5.01 (When Company May Merge, etc.);

(iii) Clause (3) (default as a failure to comply with covenants other than covenants to pay interest, principal or premium) of Section 6.01 (Events of Default);

(iv) Clause (4) (commencement of a voluntary bankruptcy case) of Section 6.01 (Events of Default); and

(v) Clause (5) (commencement of an involuntary bankruptcy case) of Section 6.01 (Events of Default).

(c) Section 6.05(a) (Merger and Sales of Assets by the Company) of the Indenture is hereby amended and restated in its entirety to read as follows: “(a) such Person (if other than the Company) expressly assumes all the obligations of the Company under the Indenture and the Notes; and”.

 

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SECTION 1.02. Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Thirtieth Supplemental Indenture.

SECTION 1.03. Trust Indenture Act Controls. Notwithstanding Section 1.01 and Section 1.02 above, if any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the Trust Indenture Act, the imposed duties shall control.

ARTICLE II

Miscellaneous

SECTION 2.01. Defined Terms. For all purposes of this Thirtieth Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Thirtieth Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

SECTION 2.02. Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Thirtieth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Thirtieth Supplemental Indenture shall control.

SECTION 2.03. Governing Law. The laws of the State of New York shall govern this Thirtieth Supplemental Indenture and the Notes.

SECTION 2.04. The Trustee. The Trustee is The Bank of New York Mellon Trust Company, N.A. The Trustee will be permitted to engage in certain transactions with the Company and its Subsidiaries; provided, however, if the Trustee acquires any conflicting interest, within the meaning of the TIA, it must eliminate such conflict or resign upon the occurrence of an Event of Default.

In case an Event of Default occurs and is not cured, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in similar circumstances in the conduct of its own affairs. The Trustee may refuse to perform any duty or exercise any right or power under the Indenture, unless it receives indemnity satisfactory to it against any loss, liability or expense.

The Trustee makes no representation as to the validity or adequacy of this Thirtieth Supplemental Indenture; and it shall not be responsible in any manner whatsoever for or in respect of the recitals and statements contained herein or in the Notes, all of which are made solely by the Company and the Guarantors.

SECTION 2.05. No Adverse Interpretation of Other Agreements. This Thirtieth Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement

 

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of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Thirtieth Supplemental Indenture.

SECTION 2.06. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or this Thirtieth Supplemental Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting the Notes waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

SECTION 2.07. Successors and Assigns. All covenants and agreements of the Company in this Thirtieth Supplemental Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in this Thirtieth Supplemental Indenture shall bind its successors and assigns.

SECTION 2.08. Duplicate Originals. The parties may sign any number of copies of this Thirtieth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 2.09. Severability. In case any one or more of the provisions contained in this Thirtieth Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Thirtieth Supplemental Indenture or the Notes.

SECTION 2.10. Effectiveness. The provisions of this Thirtieth Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Thirtieth Supplemental Indenture shall become operative only upon the closing, including completion and settlement, of the Consent Solicitation and the related Exchange Offer (as defined in the Offering Memorandum and Consent Solicitation Statement), with the result that the amendments to the Indenture effected by this Thirtieth Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such Consent Solicitation and related Exchange Offer is terminated or withdrawn prior to completion or settlement. The Company shall notify the Trustee promptly after the occurrence of such closing or promptly after the Company shall determine that such closing will not occur.

SECTION 2.11. Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Thirtieth Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows:

“Effective as of February 2, 2018, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the Thirtieth Supplemental Indenture, dated as of February 2, 2018. Reference is hereby made to such Thirtieth Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

 

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IN WITNESS WHEREOF, the parties hereto have executed this Thirtieth Supplemental Indenture by their officers thereunto as of the date first set forth above.

 

[Signature Page to Thirtieth Supplemental Indenture]

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[Signature Page to Thirtieth Supplemental Indenture]

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[Signature Page to Thirtieth Supplemental Indenture]

Exhibit 4.5

 

 

 

THIRTY-FIRST SUPPLEMENTAL INDENTURE

by and among

CALATLANTIC GROUP, INC.,

the Guarantors listed herein

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

Dated as of February 2, 2018

RELATING TO THE

6.250% Senior Notes due 2021

(Supplemental to the Indenture dated as of April 1, 1999)

 

 

 

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TABLE OF CONTENTS

 

ARTICLE I
Amendment to Indentures and Notes
SECTION 1.01.		Amendments to Articles Five, Six and Seven			2
SECTION 1.02.		Amendments to Notes			4
SECTION 1.03.		Trust Indenture Act Controls			4
ARTICLE II
Miscellaneous
SECTION 2.01.		Defined Terms			4
SECTION 2.02.		Indenture			4
SECTION 2.03.		Governing Law			4
SECTION 2.04.		The Trustee			4
SECTION 2.05.		No Adverse Interpretation of Other Agreements			4
SECTION 2.06.		No Recourse Against Others			5
SECTION 2.07.		Successors and Assigns			5
SECTION 2.08.		Duplicate Originals			5
SECTION 2.09.		Severability			5
SECTION 2.10.		Effectiveness			5
SECTION 2.11.		Endorsement and Change of Form of Notes			5

 

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CALATLANTIC GROUP, INC.

THIRTY-FIRST SUPPLEMENTAL INDENTURE

This Thirty-First Supplemental Indenture, dated as of February 2, 2018 (the “Thirty-First Supplemental Indenture”), is entered into between CalAtlantic Group, Inc., a Delaware corporation formerly known as Standard Pacific Corp. (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association, Bank One Trust Company, N.A. and The First National Bank of Chicago), as trustee (the “Trustee”);

WITNESSETH:

WHEREAS, this Thirty-First Supplemental Indenture is supplemental to the Indenture dated as of April 1, 1999 (the “Original Indenture”), as previously supplemented by that certain First Supplemental Indenture dated as of April 13, 1999, Second Supplemental Indenture dated as of September 5, 2000, Third Supplemental Indenture dated as of December 28, 2001, Fourth Supplemental Indenture dated as of March 4, 2003, Fifth Supplemental Indenture dated as of May 12, 2003, Sixth Supplemental Indenture dated as of September 23, 2003, Seventh Supplemental Indenture dated as of March 11, 2004, Eighth Supplemental Indenture dated as of March 11, 2004, Ninth Supplemental Indenture dated as of August 1, 2005, Tenth Supplemental Indenture dated as of August 1, 2005, Eleventh Supplemental Indenture dated as of February 22, 2006, Twelfth Supplemental Indenture dated as of May 5, 2006, Thirteenth Supplemental Indenture dated as of October 8, 2009, Fourteenth Supplemental Indenture dated as of May 3, 2010, Fifteenth Supplemental Indenture dated as of December 22, 2010, Sixteenth Supplemental Indenture dated as of December 22, 2010, Seventeenth Supplemental Indenture dated as of December 22, 2010, Eighteenth Supplemental Indenture dated as of August 6, 2012, Nineteenth Supplemental Indenture dated as of August 6, 2012, Twentieth Supplemental Indenture dated as of August 6, 2013, Twenty-First Supplemental Indenture dated as of November 6, 2014, Twenty-Second Supplemental Indenture dated as of October 1, 2015, Twenty-Third Supplemental Indenture dated as of October 1, 2015, Twenty-Fourth Supplemental Indenture dated as of October 1, 2015, Twenty-Fifth Supplemental Indenture dated as of October 1, 2015, Twenty-Sixth Supplemental Indenture dated as of October 1, 2015, Twenty-Seventh Supplemental Indenture dated as of May 31, 2016, Twenty-Eighth Supplemental Indenture dated as of June 9, 2017, and as will be supplemented by the Twenty-Ninth Supplemental Indenture, the Thirtieth Supplemental Indenture, the Thirty-Second Supplemental Indenture, the Thirty-Third Supplemental Indenture and the Thirty-Fourth Supplemental Indenture, in each case dated as of even date herewith (the Original Indenture, as supplemented in relation to the Notes (as defined below) prior to the date hereof, the “Indenture”), by and between the Company, the applicable Guarantors party thereto (and as defined therein), and the Trustee;

WHEREAS, the Company and the Trustee, among others, are parties to the Indenture, pursuant to which the Company’s 6.250% Senior Notes due 2021 (the “Notes”) have

 

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been created under the Twentieth Supplemental Indenture to the Original Indenture (the “Twentieth Supplemental Indenture”);

WHEREAS, $300,000,000 of aggregate principal amount of the Notes is outstanding as of the date hereof;

WHEREAS, Section 9.02 of the Original Indenture provides that, with the consent of the Holders of at least a majority of principal amount of the Notes then outstanding, the Company and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);

WHEREAS, the Company desires and has requested the Trustee to join with them and the Guarantors in entering into this Thirty-First Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Original Indenture;

WHEREAS, Lennar Corporation, on behalf of the Company, has been soliciting consents to this Thirty-First Supplemental Indenture upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement (herein so called) of Lennar Corporation dated January 19, 2018 and the related Letter of Transmittal and Consent (which together, including any amendments, modifications, or supplements thereto, govern the “Consent Solicitation” for the Notes);

WHEREAS, (1) the Company has received the consent of the Holders of at least majority in principal amount of the outstanding Notes, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Thirty-First Supplemental Indenture, and (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Thirty-First Supplemental Indenture an Opinion of Counsel relating to this Thirty-First Supplemental Indenture as contemplated by Section 10.04 of the Indenture; and

WHEREAS, all things necessary to make this Thirty-First Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done.

NOW, THEREFORE, the parties hereto agree, as follows:

ARTICLE I

Amendment to Indentures and Notes

SECTION 1.01. Amendments to Articles Five, Six and Seven.

(a) The Indenture is hereby amended by deleting the following Sections or clauses of the Twentieth Supplemental Indenture and all references and definitions to the extent solely related thereto in their entirety and replacing each such Section or clause, as applicable, with “[Intentionally Omitted]”:

 

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(i) Section 6.01(Compliance with Securities Laws);

(ii) Section 6.02 (Restrictions on Secured Indebtedness);

(iii) Section 6.03 (Restrictions on Sale and Leaseback Transactions);

(iv) Section 6.04 (Designation of Restricted and Unrestricted Subsidiaries);

(v) Clause (b) (no default or event of default) of Section 6.05 (Merger and Sales of Assets by the Company);

(vi) Section 6.06 (Reports to Holders of the Notes);

(vii) Section 6.07 (Future Subsidiary Guarantees); and

(viii) Clauses (i) (cross-default to other indebtedness) and (ii) (judgment defaults) of Section 7.01 (Additional Events of Default).

(b) The Indenture is hereby amended by rendering the provisions of the following Sections and clauses of the Original Indenture and all references and definitions to the extent solely related thereto inapplicable to the Notes:

(i) Clause (1) (requiring any successor of a merger or transferee of assets to be a corporation organized and existing under the laws of the United States or a State thereof) of Section 5.01 (When Company May Merge, etc.) but solely applying to the requirement for any successor of a merger or consolidation or transferee of assets to (x) be a corporation and (y) be organized under the laws of the United States or a State thereof;

(ii) Clause (2) (no default or event of default) of Section 5.01 (When Company May Merge, etc.);

(iii) Clause (3) (default as a failure to comply with covenants other than covenants to pay interest, principal or premium) of Section 6.01 (Events of Default);

(iv) Clause (4) (commencement of a voluntary bankruptcy case) of Section 6.01 (Events of Default); and

(v) Clause (5) (commencement of an involuntary bankruptcy case) of Section 6.01 (Events of Default).

(c) Section 6.05(a) (Merger and Sales of Assets by the Company) of the Indenture is hereby amended and restated in its entirety to read as follows: “(a) such Person (if other than the Company) expressly assumes all the obligations of the Company under the Indenture and the Notes; and”.

 

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SECTION 1.02. Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Thirty-First Supplemental Indenture.

SECTION 1.03. Trust Indenture Act Controls. Notwithstanding Section 1.01 and Section 1.02 above, if any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the Trust Indenture Act, the imposed duties shall control.

ARTICLE II

Miscellaneous

SECTION 2.01. Defined Terms. For all purposes of this Thirty-First Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Thirty-First Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

SECTION 2.02. Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Thirty-First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Thirty-First Supplemental Indenture shall control.

SECTION 2.03. Governing Law. The laws of the State of New York shall govern this Thirty-First Supplemental Indenture and the Notes.

SECTION 2.04. The Trustee. The Trustee is The Bank of New York Mellon Trust Company, N.A. The Trustee will be permitted to engage in certain transactions with the Company and its Subsidiaries; provided, however, if the Trustee acquires any conflicting interest, within the meaning of the TIA, it must eliminate such conflict or resign upon the occurrence of an Event of Default.

In case an Event of Default occurs and is not cured, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in similar circumstances in the conduct of its own affairs. The Trustee may refuse to perform any duty or exercise any right or power under the Indenture, unless it receives indemnity satisfactory to it against any loss, liability or expense.

The Trustee makes no representation as to the validity or adequacy of this Thirty-First Supplemental Indenture; and it shall not be responsible in any manner whatsoever for or in respect of the recitals and statements contained herein or in the Notes, all of which are made solely by the Company and the Guarantors.

SECTION 2.05. No Adverse Interpretation of Other Agreements. This Thirty-First Supplemental Indenture may not be used to interpret another indenture, loan or debt

 

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agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Thirty-First Supplemental Indenture.

SECTION 2.06. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or this Thirty-First Supplemental Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting the Notes waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

SECTION 2.07. Successors and Assigns. All covenants and agreements of the Company in this Thirty-First Supplemental Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in this Thirty-First Supplemental Indenture shall bind its successors and assigns.

SECTION 2.08. Duplicate Originals. The parties may sign any number of copies of this Thirty-First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 2.09. Severability. In case any one or more of the provisions contained in this Thirty-First Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Thirty-First Supplemental Indenture or the Notes.

SECTION 2.10. Effectiveness. The provisions of this Thirty-First Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Thirty-First Supplemental Indenture shall become operative only upon the closing, including completion and settlement, of the Consent Solicitation and the related Exchange Offer (as defined in the Offering Memorandum and Consent Solicitation Statement), with the result that the amendments to the Indenture effected by this Thirty-First Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such Consent Solicitation and related Exchange Offer is terminated or withdrawn prior to completion or settlement. The Company shall notify the Trustee promptly after the occurrence of such closing or promptly after the Company shall determine that such closing will not occur.

SECTION 2.11. Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Thirty-First Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows:

“Effective as of February 2, 2018, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the Thirty-First Supplemental Indenture, dated as of February 2, 2018. Reference is hereby made to such Thirty-

 

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First Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

(Remainder of page intentionally left blank)

 

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IN WITNESS WHEREOF, the parties hereto have executed this Thirty-First Supplemental Indenture by their officers thereunto as of the date first set forth above.

 

[Signature Page to Thirty-First Supplemental Indenture]

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[Signature Page to Thirty-First Supplemental Indenture]

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[Signature Page to Thirty-First Supplemental Indenture]

Exhibit 4.6

 

 

 

THIRTY-SECOND SUPPLEMENTAL INDENTURE

by and among

CALATLANTIC GROUP, INC.,

the Guarantors listed herein

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

Dated as of February 2, 2018

RELATING TO THE

5.875% Senior Notes due 2024

(Supplemental to the Indenture dated as of April 1, 1999)

 

 

 

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TABLE OF CONTENTS

 

ARTICLE I
Amendment to Indentures and Notes
SECTION 1.01.		Amendments to Articles Five, Six and Seven		2
SECTION 1.02.		Amendments to Notes		4
SECTION 1.03.		Trust Indenture Act Controls		4
ARTICLE II
Miscellaneous
SECTION 2.01.		Defined Terms		4
SECTION 2.02.		Indenture		4
SECTION 2.03.		Governing Law		4
SECTION 2.04.		The Trustee		4
SECTION 2.05.		No Adverse Interpretation of Other Agreements		4
SECTION 2.06.		No Recourse Against Others		5
SECTION 2.07.		Successors and Assigns		5
SECTION 2.08.		Duplicate Originals		5
SECTION 2.09.		Severability		5
SECTION 2.10.		Effectiveness		5
SECTION 2.11.		Endorsement and Change of Form of Notes		5

 

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CALATLANTIC GROUP, INC.

THIRTY-SECOND SUPPLEMENTAL INDENTURE

This Thirty-Second Supplemental Indenture, dated as of February 2, 2018 (the “Thirty-Second Supplemental Indenture”), is entered into between CalAtlantic Group, Inc., a Delaware corporation formerly known as Standard Pacific Corp. (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association, Bank One Trust Company, N.A. and The First National Bank of Chicago), as trustee (the “Trustee”);

WITNESSETH:

WHEREAS, this Thirty-Second Supplemental Indenture is supplemental to the Indenture dated as of April 1, 1999 (the “Original Indenture”), as previously supplemented by that certain First Supplemental Indenture dated as of April 13, 1999, Second Supplemental Indenture dated as of September 5, 2000, Third Supplemental Indenture dated as of December 28, 2001, Fourth Supplemental Indenture dated as of March 4, 2003, Fifth Supplemental Indenture dated as of May 12, 2003, Sixth Supplemental Indenture dated as of September 23, 2003, Seventh Supplemental Indenture dated as of March 11, 2004, Eighth Supplemental Indenture dated as of March 11, 2004, Ninth Supplemental Indenture dated as of August 1, 2005, Tenth Supplemental Indenture dated as of August 1, 2005, Eleventh Supplemental Indenture dated as of February 22, 2006, Twelfth Supplemental Indenture dated as of May 5, 2006, Thirteenth Supplemental Indenture dated as of October 8, 2009, Fourteenth Supplemental Indenture dated as of May 3, 2010, Fifteenth Supplemental Indenture dated as of December 22, 2010, Sixteenth Supplemental Indenture dated as of December 22, 2010, Seventeenth Supplemental Indenture dated as of December 22, 2010, Eighteenth Supplemental Indenture dated as of August 6, 2012, Nineteenth Supplemental Indenture dated as of August 6, 2012, Twentieth Supplemental Indenture dated as of August 6, 2013, Twenty-First Supplemental Indenture dated as of November 6, 2014, Twenty-Second Supplemental Indenture dated as of October 1, 2015, Twenty-Third Supplemental Indenture dated as of October 1, 2015, Twenty-Fourth Supplemental Indenture dated as of October 1, 2015, Twenty-Fifth Supplemental Indenture dated as of October 1, 2015, Twenty-Sixth Supplemental Indenture dated as of October 1, 2015, Twenty-Seventh Supplemental Indenture dated as of May 31, 2016, Twenty-Eighth Supplemental Indenture dated as of June 9, 2017, and as will be supplemented by the Twenty-Ninth Supplemental Indenture, the Thirtieth Supplemental Indenture, Thirty-First Supplemental Indenture, the Thirty-Third Supplemental Indenture and the Thirty-Fourth Supplemental Indenture, in each case dated as of even date herewith (the Original Indenture, as supplemented in relation to the Notes (as defined below) prior to the date hereof, the “Indenture”), by and between the Company, the applicable Guarantors party thereto (and as defined therein), and the Trustee;

WHEREAS, the Company and the Trustee, among others, are parties to the Indenture, pursuant to which the Company’s 5.875% Senior Notes due 2024 (the “Notes”) have

 

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been created under the Twenty-First Supplemental Indenture to the Original Indenture (the “Twenty-First Supplemental Indenture”);

WHEREAS, $425,000,000 of aggregate principal amount of the Notes is outstanding as of the date hereof;

WHEREAS, Section 9.02 of the Original Indenture provides that, with the consent of the Holders of at least a majority of principal amount of the Notes then outstanding, the Company and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);

WHEREAS, the Company desires and has requested the Trustee to join with them and the Guarantors in entering into this Thirty-Second Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Original Indenture;

WHEREAS, Lennar Corporation, on behalf of the Company, has been soliciting consents to this Thirty-Second Supplemental Indenture upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement (herein so called) of Lennar Corporation dated January 19, 2018 and the related Letter of Transmittal and Consent (which together, including any amendments, modifications, or supplements thereto, govern the “Consent Solicitation” for the Notes);

WHEREAS, (1) the Company has received the consent of the Holders of at least majority in principal amount of the outstanding Notes, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Thirty-Second Supplemental Indenture, and (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Thirty-Second Supplemental Indenture an Opinion of Counsel relating to this Thirty-Second Supplemental Indenture as contemplated by Section 10.04 of the Indenture; and

WHEREAS, all things necessary to make this Thirty-Second Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done.

NOW, THEREFORE, the parties hereto agree, as follows:

ARTICLE I

Amendment to Indentures and Notes

SECTION 1.01. Amendments to Articles Five, Six and Seven.

(a) The Indenture is hereby amended by deleting the following Sections or clauses of the Twenty-First Supplemental Indenture and all references and definitions to the extent solely related thereto in their entirety and replacing each such Section or clause, as applicable, with “[Intentionally Omitted]”:

 

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(i) Section 6.01 (Compliance with Securities Laws);

(ii) Section 6.02 (Restrictions on Secured Indebtedness);

(iii) Section 6.03 (Restrictions on Sale and Leaseback Transactions);

(iv) Section 6.04 (Designation of Restricted and Unrestricted Subsidiaries);

(v) Clause (b) (no default or event of default) of Section 6.05 (Merger and Sales of Assets by the Company);

(vi) Section 6.06 (Reports to Holders of the Notes);

(vii) Section 6.07 (Future Subsidiary Guarantees); and

(viii) Clauses (i) (cross-default to other indebtedness) and (ii) (judgment defaults) of Section 7.01 (Additional Events of Default).

(b) The Indenture is hereby amended by rendering the provisions of the following Sections and clauses of the Original Indenture and all references and definitions to the extent solely related thereto inapplicable to the Notes:

(i) Clause (1) (requiring any successor of a merger or transferee of assets to be a corporation organized and existing under the laws of the United States or a State thereof) of Section 5.01 (When Company May Merge, etc.) but solely applying to the requirement for any successor of a merger or consolidation or transferee of assets to (x) be a corporation and (y) be organized under the laws of the United States or a State thereof;

(ii) Clause (2) (no default or event of default) of Section 5.01 (When Company May Merge, etc.);

(iii) Clause (3) (default as a failure to comply with covenants other than covenants to pay interest, principal or premium) of Section 6.01 (Events of Default);

(iv) Clause (4) (commencement of a voluntary bankruptcy case) of Section 6.01 (Events of Default); and

(v) Clause (5) (commencement of an involuntary bankruptcy case) of Section 6.01 (Events of Default).

(c) Section 6.05(a) (Merger and Sales of Assets by the Company) of the Indenture is hereby amended and restated in its entirety to read as follows: “(a) such Person (if other than the Company) expressly assumes all the obligations of the Company under the Indenture and the Notes; and”.

 

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SECTION 1.02. Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Thirty-Second Supplemental Indenture.

SECTION 1.03. Trust Indenture Act Controls. Notwithstanding Section 1.01 and Section 1.02 above, if any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the Trust Indenture Act, the imposed duties shall control.

ARTICLE II

Miscellaneous

SECTION 2.01. Defined Terms. For all purposes of this Thirty-Second Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Thirty-Second Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

SECTION 2.02. Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Thirty-Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Thirty-Second Supplemental Indenture shall control.

SECTION 2.03. Governing Law. The laws of the State of New York shall govern this Thirty-Second Supplemental Indenture and the Notes.

SECTION 2.04. The Trustee. The Trustee is The Bank of New York Mellon Trust Company, N.A. The Trustee will be permitted to engage in certain transactions with the Company and its Subsidiaries; provided, however, if the Trustee acquires any conflicting interest, within the meaning of the TIA, it must eliminate such conflict or resign upon the occurrence of an Event of Default.

In case an Event of Default occurs and is not cured, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in similar circumstances in the conduct of its own affairs. The Trustee may refuse to perform any duty or exercise any right or power under the Indenture, unless it receives indemnity satisfactory to it against any loss, liability or expense.

The Trustee makes no representation as to the validity or adequacy of this Thirty-Second Supplemental Indenture; and it shall not be responsible in any manner whatsoever for or in respect of the recitals and statements contained herein or in the Notes, all of which are made solely by the Company and the Guarantors.

SECTION 2.05. No Adverse Interpretation of Other Agreements. This Thirty-Second Supplemental Indenture may not be used to interpret another indenture, loan or debt

 

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agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Thirty-Second Supplemental Indenture.

SECTION 2.06. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or this Thirty-Second Supplemental Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting the Notes waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

SECTION 2.07. Successors and Assigns. All covenants and agreements of the Company in this Thirty-Second Supplemental Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in this Thirty-Second Supplemental Indenture shall bind its successors and assigns.

SECTION 2.08. Duplicate Originals. The parties may sign any number of copies of this Thirty-Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 2.09. Severability. In case any one or more of the provisions contained in this Thirty-Second Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Thirty-Second Supplemental Indenture or the Notes.

SECTION 2.10. Effectiveness. The provisions of this Thirty-Second Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Thirty-Second Supplemental Indenture shall become operative only upon the closing, including completion and settlement, of the Consent Solicitation and the related Exchange Offer (as defined in the Offering Memorandum and Consent Solicitation Statement), with the result that the amendments to the Indenture effected by this Thirty-Second Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such Consent Solicitation and related Exchange Offer is terminated or withdrawn prior to completion or settlement. The Company shall notify the Trustee promptly after the occurrence of such closing or promptly after the Company shall determine that such closing will not occur.

SECTION 2.11. Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Thirty-Second Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows:

“Effective as of February 2, 2018, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the Thirty-Second Supplemental Indenture, dated as of February 2, 2018. Reference is hereby made to such Thirty-

 

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Second Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

(Remainder of page intentionally left blank)

 

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IN WITNESS WHEREOF, the parties hereto have executed this Thirty-Second Supplemental Indenture by their officers thereunto as of the date first set forth above.

 

[Signature Page to Thirty-Second Supplemental Indenture]

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[Signature Page to Thirty-Second Supplemental Indenture]

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[Signature Page to Thirty-Second Supplemental Indenture]

Exhibit 4.7

 

 

 

THIRTY-THIRD SUPPLEMENTAL INDENTURE

by and among

CALATLANTIC GROUP, INC.,

the Guarantors listed herein

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

Dated as of February 2, 2018

RELATING TO THE

5.250% Senior Notes due 2026

(Supplemental to the Indenture dated as of April 1, 1999)

 

 

 

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TABLE OF CONTENTS

 

ARTICLE I
Amendment to Indentures and Notes
SECTION 1.01.		Amendments to Articles Four, Five, Six and Seven			2
SECTION 1.02.		Amendments to Notes			4
SECTION 1.03.		Trust Indenture Act Controls			4
ARTICLE II
Miscellaneous
SECTION 2.01.		Defined Terms			4
SECTION 2.02.		Indenture			4
SECTION 2.03.		Governing Law			4
SECTION 2.04.		The Trustee			4
SECTION 2.05.		No Adverse Interpretation of Other Agreements			5
SECTION 2.06.		No Recourse Against Others			5
SECTION 2.07.		Successors and Assigns			5
SECTION 2.08.		Duplicate Originals			5
SECTION 2.09.		Severability			5
SECTION 2.10.		Effectiveness			5
SECTION 2.11.		Endorsement and Change of Form of Notes			5

 

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CALATLANTIC GROUP, INC.

THIRTY-THIRD SUPPLEMENTAL INDENTURE

This Thirty-Third Supplemental Indenture, dated as of February 2, 2018 (the “Thirty-Third Supplemental Indenture”), is entered into between CalAtlantic Group, Inc., a Delaware corporation formerly known as Standard Pacific Corp. (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association, Bank One Trust Company, N.A. and The First National Bank of Chicago), as trustee (the “Trustee”);

WITNESSETH:

WHEREAS, this Thirty-Third Supplemental Indenture is supplemental to the Indenture dated as of April 1, 1999 (the “Original Indenture”), as previously supplemented by that certain First Supplemental Indenture dated as of April 13, 1999, Second Supplemental Indenture dated as of September 5, 2000, Third Supplemental Indenture dated as of December 28, 2001, Fourth Supplemental Indenture dated as of March 4, 2003, Fifth Supplemental Indenture dated as of May 12, 2003, Sixth Supplemental Indenture dated as of September 23, 2003, Seventh Supplemental Indenture dated as of March 11, 2004, Eighth Supplemental Indenture dated as of March 11, 2004, Ninth Supplemental Indenture dated as of August 1, 2005, Tenth Supplemental Indenture dated as of August 1, 2005, Eleventh Supplemental Indenture dated as of February 22, 2006, Twelfth Supplemental Indenture dated as of May 5, 2006, Thirteenth Supplemental Indenture dated as of October 8, 2009, Fourteenth Supplemental Indenture dated as of May 3, 2010, Fifteenth Supplemental Indenture dated as of December 22, 2010, Sixteenth Supplemental Indenture dated as of December 22, 2010, Seventeenth Supplemental Indenture dated as of December 22, 2010, Eighteenth Supplemental Indenture dated as of August 6, 2012, Nineteenth Supplemental Indenture dated as of August 6, 2012, Twentieth Supplemental Indenture dated as of August 6, 2013, Twenty-First Supplemental Indenture dated as of November 6, 2014, Twenty-Second Supplemental Indenture dated as of October 1, 2015, Twenty-Third Supplemental Indenture dated as of October 1, 2015, Twenty-Fourth Supplemental Indenture dated as of October 1, 2015, Twenty-Fifth Supplemental Indenture dated as of October 1, 2015, Twenty-Sixth Supplemental Indenture dated as of October 1, 2015, Twenty-Seventh Supplemental Indenture dated as of May 31, 2016, Twenty-Eighth Supplemental Indenture dated as of June 9, 2017, and as will be supplemented by the Twenty-Ninth Supplemental Indenture, the Thirtieth Supplemental Indenture, the Thirty-First Supplemental Indenture the Thirty-Second Supplemental Indenture and the Thirty-Fourth Supplemental Indenture, in each case dated as of even date herewith (the Original Indenture, as supplemented in relation to the Notes (as defined below) prior to the date hereof, the “Indenture”), by and between the Company, the applicable Guarantors party thereto (and as defined therein), and the Trustee;

WHEREAS, the Company and the Trustee, among others, are parties to the Indenture, pursuant to which the Company’s 5.250% Senior Notes due 2026 (the “Notes”) have

 

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been created under the Twenty-Seventh Supplemental Indenture to the Original Indenture (the “Twenty-Seventh Supplemental Indenture”);

WHEREAS, $400,000,000 of aggregate principal amount of the Notes is outstanding as of the date hereof;

WHEREAS, Section 9.02 of the Original Indenture provides that, with the consent of the Holders of at least a majority of principal amount of the Notes then outstanding, the Company and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);

WHEREAS, the Company desires and has requested the Trustee to join with them and the Guarantors in entering into this Thirty-Third Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Original Indenture;

WHEREAS, Lennar Corporation, on behalf of the Company, has been soliciting consents to this Thirty-Third Supplemental Indenture upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement (herein so called) of Lennar Corporation dated January 19, 2018 and the related Letter of Transmittal and Consent (which together, including any amendments, modifications, or supplements thereto, govern the “Consent Solicitation” for the Notes);

WHEREAS, (1) the Company has received the consent of the Holders of at least majority in principal amount of the outstanding Notes, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Thirty-Third Supplemental Indenture, and (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Thirty-Third Supplemental Indenture an Opinion of Counsel relating to this Thirty-Third Supplemental Indenture as contemplated by Section 10.04 of the Indenture; and

WHEREAS, all things necessary to make this Thirty-Third Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done.

NOW, THEREFORE, the parties hereto agree, as follows:

ARTICLE I

Amendment to Indentures and Notes

SECTION 1.01. Amendments to Articles Four, Five, Six and Seven.

(a) The Indenture is hereby amended by deleting the following Sections or clauses of the Twenty-Seventh Supplemental Indenture and all references and definitions to the extent solely related thereto in their entirety and replacing each such Section or clause, as applicable, with “[Intentionally Omitted]”:

 

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(i) Section 4.03 (Change of Control Triggering Event);

(ii) Section 6.01 (Compliance with Securities Laws);

(iii) Section 6.02 (Restrictions on Secured Indebtedness);

(iv) Section 6.03 (Restrictions on Sale and Leaseback Transactions);

(v) Section 6.04 (Designation of Restricted and Unrestricted Subsidiaries);

(vi) Clause (b) (no default or event of default) of Section 6.05 (Merger and Sales of Assets by the Company);

(vii) Section 6.06 (Reports to Holders of the Notes);

(viii) Section 6.07 (Future Subsidiary Guarantees); and

(ix) Clauses (i) (cross-default to other indebtedness) and (ii) (judgment defaults) of Section 7.01 (Additional Events of Default).

(b) The Indenture is hereby amended by rendering the provisions of the following Sections and clauses of the Original Indenture and all references and definitions to the extent solely related thereto inapplicable to the Notes:

(i) Clause (1) (requiring any successor of a merger or transferee of assets to be a corporation organized and existing under the laws of the United States or a State thereof) of Section 5.01 (When Company May Merge, etc.) but solely applying to the requirement for any successor of a merger or consolidation or transferee of assets to (x) be a corporation and (y) be organized under the laws of the United States or a State thereof;

(ii) Clause (2) (no default or event of default) of Section 5.01 (When Company May Merge, etc.);

(iii) Clause (3) (default as a failure to comply with covenants other than covenants to pay interest, principal or premium) of Section 6.01 (Events of Default);

(iv) Clause (4) (commencement of a voluntary bankruptcy case) of Section 6.01 (Events of Default); and

(v) Clause (5) (commencement of an involuntary bankruptcy case) of Section 6.01 (Events of Default).

(c) Section 6.05(a) (Merger and Sales of Assets by the Company) of the Indenture is hereby amended and restated in its entirety to read as follows: “(a) such

 

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Person (if other than the Company) expressly assumes all the obligations of the Company under the Indenture and the Notes; and”.

SECTION 1.02. Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Thirty-Third Supplemental Indenture.

SECTION 1.03. Trust Indenture Act Controls. Notwithstanding Section 1.01 and Section 1.02 above, if any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the Trust Indenture Act, the imposed duties shall control.

ARTICLE II

Miscellaneous

SECTION 2.01. Defined Terms. For all purposes of this Thirty-Third Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Thirty-Third Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

SECTION 2.02. Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Thirty-Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall control.

SECTION 2.03. Governing Law. The laws of the State of New York shall govern this Thirty-Third Supplemental Indenture and the Notes.

SECTION 2.04. The Trustee. The Trustee is The Bank of New York Mellon Trust Company, N.A. The Trustee will be permitted to engage in certain transactions with the Company and its Subsidiaries; provided, however, if the Trustee acquires any conflicting interest, within the meaning of the TIA, it must eliminate such conflict or resign upon the occurrence of an Event of Default.

In case an Event of Default occurs and is not cured, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in similar circumstances in the conduct of its own affairs. The Trustee may refuse to perform any duty or exercise any right or power under the Indenture, unless it receives indemnity satisfactory to it against any loss, liability or expense.

The Thirty-Third Trustee makes no representation as to the validity or adequacy of this Thirty-Third Supplemental Indenture; and it shall not be responsible in any manner whatsoever for or in respect of the recitals and statements contained herein or in the Notes, all of which are made solely by the Company and the Guarantors.

 

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SECTION 2.05. No Adverse Interpretation of Other Agreements. This Thirty-Third Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Thirty-Third Supplemental Indenture.

SECTION 2.06. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or this Thirty-Third Supplemental Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting the Notes waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

SECTION 2.07. Successors and Assigns. All covenants and agreements of the Company in this Thirty-Third Supplemental Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in this Thirty-Third Supplemental Indenture shall bind its successors and assigns.

SECTION 2.08. Duplicate Originals. The parties may sign any number of copies of this Thirty-Third Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 2.09. Severability. In case any one or more of the provisions contained in this Thirty-Third Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Thirty-Third Supplemental Indenture or the Notes.

SECTION 2.10. Effectiveness. The provisions of this Thirty-Third Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Thirty-Third Supplemental Indenture shall become operative only upon the closing, including completion and settlement, of the Consent Solicitation and the related Exchange Offer (as defined in the Offering Memorandum and Consent Solicitation Statement), with the result that the amendments to the Indenture effected by this Thirty-Third Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such Consent Solicitation and related Exchange Offer is terminated or withdrawn prior to completion or settlement. The Company shall notify the Trustee promptly after the occurrence of such closing or promptly after the Company shall determine that such closing will not occur.

SECTION 2.11. Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Thirty-Third Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows:

“Effective as of February 2, 2018, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the Thirty-Third

 

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Supplemental Indenture, dated as of February 2, 2018. Reference is hereby made to such Thirty-Third Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

(Remainder of page intentionally left blank)

 

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IN WITNESS WHEREOF, the parties hereto have executed this Thirty-Third Supplemental Indenture by their officers thereunto as of the date first set forth above.

 

[Signature Page to Thirty-Third Supplemental Indenture]

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[Signature Page to Thirty-Third Supplemental Indenture]

---

[Signature Page to Thirty-Third Supplemental Indenture]

Exhibit 4.8

 

 

 

THIRTY-FOURTH SUPPLEMENTAL INDENTURE

by and among

CALATLANTIC GROUP, INC.,

the Guarantors listed herein

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

Dated as of February 2, 2018

RELATING TO THE

5.000% Senior Notes due 2027

(Supplemental to the Indenture dated as of April 1, 1999)

 

 

 

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TABLE OF CONTENTS

 

ARTICLE I
Amendment to Indentures and Notes
SECTION 1.01.		Amendments to Articles Four, Five, Six and Seven			2
SECTION 1.02.		Amendments to Notes			4
SECTION 1.03.		Trust Indenture Act Controls			4
ARTICLE II
Miscellaneous
SECTION 2.01.		Defined Terms			4
SECTION 2.02.		Indenture			4
SECTION 2.03.		Governing Law			4
SECTION 2.04.		The Trustee			4
SECTION 2.05.		No Adverse Interpretation of Other Agreements			5
SECTION 2.06.		No Recourse Against Others			5
SECTION 2.07.		Successors and Assigns			5
SECTION 2.08.		Duplicate Originals			5
SECTION 2.09.		Severability			5
SECTION 2.10.		Effectiveness			5
SECTION 2.11.		Endorsement and Change of Form of Notes			5

 

(i)

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CALATLANTIC GROUP, INC.

THIRTY-FOURTH SUPPLEMENTAL INDENTURE

This Thirty-Fourth Supplemental Indenture, dated as of February 2, 2018 (the “Thirty-Fourth Supplemental Indenture”), is entered into between CalAtlantic Group, Inc., a Delaware corporation formerly known as Standard Pacific Corp. (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association, Bank One Trust Company, N.A. and The First National Bank of Chicago), as trustee (the “Trustee”);

WITNESSETH:

WHEREAS, this Thirty-Fourth Supplemental Indenture is supplemental to the Indenture dated as of April 1, 1999 (the “Original Indenture”), as previously supplemented by that certain First Supplemental Indenture dated as of April 13, 1999, Second Supplemental Indenture dated as of September 5, 2000, Third Supplemental Indenture dated as of December 28, 2001, Fourth Supplemental Indenture dated as of March 4, 2003, Fifth Supplemental Indenture dated as of May 12, 2003, Sixth Supplemental Indenture dated as of September 23, 2003, Seventh Supplemental Indenture dated as of March 11, 2004, Eighth Supplemental Indenture dated as of March 11, 2004, Ninth Supplemental Indenture dated as of August 1, 2005, Tenth Supplemental Indenture dated as of August 1, 2005, Eleventh Supplemental Indenture dated as of February 22, 2006, Twelfth Supplemental Indenture dated as of May 5, 2006, Thirteenth Supplemental Indenture dated as of October 8, 2009, Fourteenth Supplemental Indenture dated as of May 3, 2010, Fifteenth Supplemental Indenture dated as of December 22, 2010, Sixteenth Supplemental Indenture dated as of December 22, 2010, Seventeenth Supplemental Indenture dated as of December 22, 2010, Eighteenth Supplemental Indenture dated as of August 6, 2012, Nineteenth Supplemental Indenture dated as of August 6, 2012, Twentieth Supplemental Indenture dated as of August 6, 2013, Twenty-First Supplemental Indenture dated as of November 6, 2014, Twenty-Second Supplemental Indenture dated as of October 1, 2015, Twenty-Third Supplemental Indenture dated as of October 1, 2015, Twenty-Fourth Supplemental Indenture dated as of October 1, 2015, Twenty-Fifth Supplemental Indenture dated as of October 1, 2015, Twenty-Sixth Supplemental Indenture dated as of October 1, 2015, Twenty-Seventh Supplemental Indenture dated as of May 31, 2016, Twenty-Eighth Supplemental Indenture dated as of June 9, 2017, and as will be supplemented by the Twenty-Ninth Supplemental Indenture, the Thirtieth Supplemental Indenture, the Thirty-First Supplemental Indenture the Thirty-Second Supplemental Indenture and the Thirty-Third Supplemental Indenture, in each case dated as of even date herewith (the Original Indenture, as supplemented in relation to the Notes (as defined below) prior to the date hereof, the “Indenture”), by and between the Company, the applicable Guarantors party thereto (and as defined therein), and the Trustee;

WHEREAS, the Company and the Trustee, among others, are parties to the Indenture, pursuant to which the Company’s 5.000% Senior Notes due 2027 (the “Notes”) have

 

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been created under the Twenty-Eighth Supplemental Indenture to the Original Indenture (the “Twenty-Eighth Supplemental Indenture”);

WHEREAS, $350,000,000 of aggregate principal amount of the Notes is outstanding as of the date hereof;

WHEREAS, Section 9.02 of the Original Indenture provides that, with the consent of the Holders of at least a majority of principal amount of the Notes then outstanding, the Company and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);

WHEREAS, the Company desires and has requested the Trustee to join with them and the Guarantors in entering into this Thirty-Fourth Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Original Indenture;

WHEREAS, Lennar Corporation, on behalf of the Company, has been soliciting consents to this Thirty-Fourth Supplemental Indenture upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement (herein so called) of Lennar Corporation dated January 19, 2018 and the related Letter of Transmittal and Consent (which together, including any amendments, modifications, or supplements thereto, govern the “Consent Solicitation” for the Notes);

WHEREAS, (1) the Company has received the consent of the Holders of at least majority in principal amount of the outstanding Notes, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Thirty-Fourth Supplemental Indenture, and (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Thirty-Fourth Supplemental Indenture an Opinion of Counsel relating to this Thirty-Fourth Supplemental Indenture as contemplated by Section 10.04 of the Indenture; and

WHEREAS, all things necessary to make this Thirty-Fourth Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done.

NOW, THEREFORE, the parties hereto agree, as follows:

ARTICLE I

Amendment to Indentures and Notes

SECTION 1.01. Amendments to Articles Four, Five, Six and Seven.

(a) The Indenture is hereby amended by deleting the following Sections or clauses of the Twenty-Eighth Supplemental Indenture and all references and definitions to the extent solely related thereto in their entirety and replacing each such Section or clause, as applicable, with “[Intentionally Omitted]”:

 

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(i) Section 4.03 (Change of Control Triggering Event);

(ii) Section 6.01(Compliance with Securities Laws);

(iii) Section 6.02 (Restrictions on Secured Indebtedness);

(iv) Section 6.03 (Restrictions on Sale and Leaseback Transactions);

(v) Section 6.04 (Designation of Restricted and Unrestricted Subsidiaries);

(vi) Clause (b) (no default or event of default) of Section 6.05 (Merger and Sales of Assets by the Company);

(vii) Section 6.06 (Reports to Holders of the Notes);

(viii) Section 6.07 (Future Subsidiary Guarantees); and

(ix) Clauses (i) (cross-default to other indebtedness) and (ii) (judgment defaults) of Section 7.01 (Additional Events of Default).

(b) The Indenture is hereby amended by rendering the provisions of the following Sections and clauses of the Original Indenture and all references and definitions to the extent solely related thereto inapplicable to the Notes:

(i) Clause (1) (requiring any successor of a merger or transferee of assets to be a corporation organized and existing under the laws of the United States or a State thereof) of Section 5.01 (When Company May Merge, etc.) but solely applying to the requirement for any successor of a merger or consolidation or transferee of assets to (x) be a corporation and (y) be organized under the laws of the United States or a State thereof;

(ii) Clause (2) (no default or event of default) of Section 5.01 (When Company May Merge, etc.);

(iii) Clause (3) (default as a failure to comply with covenants other than covenants to pay interest, principal or premium) of Section 6.01 (Events of Default);

(iv) Clause (4) (commencement of a voluntary bankruptcy case) of Section 6.01 (Events of Default); and

(v) Clause (5) (commencement of an involuntary bankruptcy case) of Section 6.01 (Events of Default).

(c) Section 6.05(a) (Merger and Sales of Assets by the Company) of the Indenture is hereby amended and restated in its entirety to read as follows: “(a) such

 

- 3 -

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Person (if other than the Company) expressly assumes all the obligations of the Company under the Indenture and the Notes; and”.

SECTION 1.02. Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Thirty-Fourth Supplemental Indenture.

SECTION 1.03. Trust Indenture Act Controls. Notwithstanding Section 1.01 and Section 1.02 above, if any provision hereof limits, qualifies or conflicts with the duties imposed by Section 310 through 317 of the Trust Indenture Act, the imposed duties shall control.

ARTICLE II

Miscellaneous

SECTION 2.01. Defined Terms. For all purposes of this Thirty-Fourth Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Thirty-Fourth Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

SECTION 2.02. Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Thirty-Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall control.

SECTION 2.03. Governing Law. The laws of the State of New York shall govern this Thirty-Fourth Supplemental Indenture and the Notes.

SECTION 2.04. The Trustee. The Trustee is The Bank of New York Mellon Trust Company, N.A. The Trustee will be permitted to engage in certain transactions with the Company and its Subsidiaries; provided, however, if the Trustee acquires any conflicting interest, within the meaning of the TIA, it must eliminate such conflict or resign upon the occurrence of an Event of Default.

In case an Event of Default occurs and is not cured, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in similar circumstances in the conduct of its own affairs. The Trustee may refuse to perform any duty or exercise any right or power under the Indenture, unless it receives indemnity satisfactory to it against any loss, liability or expense.

The Trustee makes no representation as to the validity or adequacy of this Thirty-Fourth Supplemental Indenture; and it shall not be responsible in any manner whatsoever for or in respect of the recitals and statements contained herein or in the Notes, all of which are made solely by the Company and the Guarantors.

 

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SECTION 2.05. No Adverse Interpretation of Other Agreements. This Thirty-Fourth Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Thirty-Fourth Supplemental Indenture.

SECTION 2.06. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or this Thirty-Fourth Supplemental Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting the Notes waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

SECTION 2.07. Successors and Assigns. All covenants and agreements of the Company in this Thirty-Fourth Supplemental Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in this Thirty-Fourth Supplemental Indenture shall bind its successors and assigns.

SECTION 2.08. Duplicate Originals. The parties may sign any number of copies of this Thirty-Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 2.09. Severability. In case any one or more of the provisions contained in this Thirty-Fourth Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Thirty-Fourth Supplemental Indenture or the Notes.

SECTION 2.10. Effectiveness. The provisions of this Thirty-Fourth Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Thirty-Fourth Supplemental Indenture shall become operative only upon the closing, including completion and settlement, of the Consent Solicitation and the related Exchange Offer (as defined in the Offering Memorandum and Consent Solicitation Statement), with the result that the amendments to the Indenture effected by this Thirty-Fourth Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such Consent Solicitation and related Exchange Offer is terminated or withdrawn prior to completion or settlement. The Company shall notify the Trustee promptly after the occurrence of such closing or promptly after the Company shall determine that such closing will not occur.

SECTION 2.11. Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Thirty-Fourth Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows:

“Effective as of February 2, 2018, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the Thirty-Fourth

 

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Supplemental Indenture, dated as of February 2, 2018. Reference is hereby made to such Thirty-Fourth Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

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IN WITNESS WHEREOF, the parties hereto have executed this Thirty-Fourth Supplemental Indenture by their officers thereunto as of the date first set forth above.

 

[Signature Page to Thirty-Fourth Supplemental Indenture]

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[Signature Page to Thirty-Fourth Supplemental Indenture]

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[Signature Page to Thirty-Fourth Supplemental Indenture]

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