EX-10.1


 Exhibit 10.1 

EXECUTION VERSION 

AMENDMENT NO. 3 dated as of March 9, 2018 (this “Amendment”), to the SECOND AMENDED AND RESTATED
CREDIT AGREEMENT dated as of July 1, 2016 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among WILLIAM LYON HOMES, INC., a California corporation (the
“Borrower”), WILLIAM LYON HOMES, a Delaware corporation (“Parent”), the lenders from time to time party thereto (the “Lenders”), and CREDIT SUISSE AG, as administrative agent
(in such capacity, the “Administrative Agent”) for the Lenders. 
 A. Pursuant to the Credit
Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrower. 
 B. The Borrower has informed the Administrative
Agent that it and the other Loan Parties intend to enter into the 364-Day Credit Facility referred to below, which facility is to be secured by an equal and ratable Lien on all the Collateral. 

C. In connection therewith, the Borrower and Parent have requested, and the Required Lenders have agreed, to amend the Credit Agreement as
provided herein. 
 Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1. Defined Terms.
Capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement. 
 SECTION 2.
Amendment to the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 4 hereof, the Credit Agreement is hereby amended as follows: 

(a) Section 1.1 of the Credit Agreement is hereby amended by inserting the following new defined term in the appropriate alphabetical
order therein: 
 “364-Day Credit Facility” means the 364-day credit facility to be made available to the Borrower (and to be guaranteed by the Guarantors), pursuant to which the Borrower may borrow up to $250,000,000 to finance, in part, its proposed acquisition of
RSI Communities LLC. 
 (b) The definition of “Permitted Liens” in Section 1.1 of the Credit Agreement is hereby amended by
deleting the word “and” immediately after clause (cc), replacing the period ending clause (dd) with “; and”, and adding a new clause (ee) to read as follows: 

(ee) Liens on the Collateral to secure the obligations of the Loan Parties under the
364-Day Credit Facility, which Liens may rank equally and ratably with the Liens securing the Obligations, notwithstanding anything to the contrary set forth in this Agreement or the Guarantee and Pledge
Agreement. 






 (c) Section 7.1(a) of the Credit Agreement is hereby amended and restated as follows: 

“Maximum Leverage Ratio. As of the end of each fiscal quarter occurring during any period set forth below, permit the Leverage Ratio to
exceed the percentage set forth below for such period: 
  

					
	 Period
	  	Maximum Leverage Ratio	 
	 June 30, 2016 through and including December 30, 2016
	  	 	65	% 
	 December 31, 2016 through and including June 29, 2017
	  	 	62.5	% 
	 June 30, 2017 through and including March 30, 2018
	  	 	60	% 
	 March 31, 2018 through and including June 29, 2018
	  	 	70	% 
	 June 30, 2018 through and including December 30, 2018
	  	 	65	% 
	 December 31, 2018 and thereafter
	  	 	60	% 

 SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this
Amendment, Parent and the Borrower represent and warrant to each of the Lenders and the Administrative Agent that, after giving effect to this Amendment, (a) the representations and warranties set forth in Section 4 of the Credit Agreement
are true and correct in all material respects (except any representations and warranties which are qualified by materiality, which are correct and accurate in all respects) on and as of the Amendment No. 3 Effective Date (as defined below) as
if made on and as of the Amendment No. 3 Effective Date, provided if any such representations and warranties are expressly made only as of a prior date, such representations and warranties are true and correct in all material respects (except
any representations and warranties which are qualified by materiality are correct and accurate in all respects) as of such prior date; and (b) No Default or Event of Default shall have occurred and be continuing on the Amendment No. 3
Effective Date. 
 SECTION 4. Amendment Effectiveness. This Amendment shall become effective on the date (the
“Amendment No. 3 Effective Date”) on which the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, Parent and the Required Lenders. 

SECTION 5. Effect of Amendment. Except as expressly set forth herein, 

  
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this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Issuing Lenders or the Administrative
Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all
of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit
Agreement and the other Loan Documents. 
 SECTION 6. Acknowledgement and Consent. Each Loan Party hereby
acknowledges that it has read this Amendment and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this Amendment, the obligations of such Loan Party under each of the
Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case,
as amended hereby; and (b) its guaranty of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Documents as originally
executed, shall continue in full force and effect in respect of, and to secure, the Obligations as modified hereby. 
 SECTION 7.
Authorization. The Required Lenders hereby authorize the Administrative Agent to enter into an intercreditor agreement, in form and substance reasonably satisfactory to the Administrative Agent, and to take all other actions as the
Administrative Agent may deem necessary or appropriate, to provide for the equal and ratable treatment of the Liens securing the Obligations and the Liens securing the obligations under the 364-Day Credit
Facility. 
 SECTION 8. Counterparts. This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of
this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually executed counterpart hereof. 

SECTION 9. Applicable Law. THIS AMENDMENT AND ALL CLAIMS AND CONTROVERSIES IN CONNECTION HEREWITH SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

  
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 SECTION 10. Submission to Jurisdiction. Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or
proceeding shall be heard and determined only in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amendment shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Amendment or the other Loan Documents against the Borrower, Parent or their respective properties in the courts of any jurisdiction. 

SECTION 11. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect
the meaning hereof. 
 [Remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
duly authorized officers, all as of the date and year first above written. 
  

			
	 WILLIAM LYON HOMES, INC.,

		
	    By:	 	 /s/ Matthew R. Zaist

		 	Name: Matthew R. Zaist
		 	Title: President and Chief Executive Officer
		
	    By:	 	 /s/ Colin T. Severn

		 	Name: Colin T. Severn
		 	Title: Senior Vice President and Chief Financial Officer
	
	 WILLIAM LYON HOMES,

		
	    By:	 	 /s/ Matthew R. Zaist

		 	Name: Matthew R. Zaist
		 	Title: President and Chief Executive Officer
		
	    By:	 	 /s/ Colin T. Severn

		 	Name: Colin T. Severn
		 	Title: Senior Vice President and Chief Financial Officer


 [Signature Page to Amendment No. 3] 






  

					
	DUXFORD FINANCIAL, INC.
	PH VENTURES-SAN JOSE
	PH-LP VENTURES
	PH-RIELLY VENTURES
	PRESLEY CMR, INC.
	SYCAMORE CC, INC.
	WILLIAM LYON SOUTHWEST, INC.
	PRESLEY HOMES
	POLYGON WLH LLC, as Guarantors
			
		 	By:	 	 /s/ Matthew R. Zaist

		 		 	Name: Matthew R. Zaist
		 		 	Title: President and Chief Executive Officer       of William Lyon Homes, Inc.
	
	CALIFORNIA EQUITY FUNDING, INC.
	HSP INC., as a Guarantor
			
		 	By:	 	 /s/ Matthew R. Zaist

		 		 	Name: Matthew R. Zaist
		 		 	Title: President and Chief Operating Officer
	
	LYON WATERFRONT LLC
	LYON EAST GARRISON COMPANY I, LLC
	CIRCLE G AT THE CHURCH FARM NORTH
	JOINT VENTURE, LLC
	MOUNTAIN FALLS, LLC, as Guarantors
		
	By:	 	WILLIAM LYON HOMES, INC., its Sole Member
			
		 	by	 	 /s/ Matthew R. Zaist

		 		 	Name: Matthew R. Zaist
		 		 	Title: President and Chief Executive Officer


 [Signature Page to Amendment No. 3] 






 
									
	WLH ENTERPRISES, as a Guarantor
		
	By:	 	WILLIAM LYON HOMES, INC., its General Partner
			
		 	by	 	 /s/ Matthew R. Zaist

		 		 	Name:	 	Matthew R. Zaist
		 		 	Title:	 	President and Chief Executive Officer
	
	By: PRESLEY CMR, Inc., its General Partner
			
		 	by	 	 /s/ Matthew R. Zaist

		 		 	Name: Matthew R. Zaist
		 		 	Title:	 	President and Chief Operating Officer
	
	MOUNTAIN FALLS GOLF COURSE, LLC as a Guarantor
		
	By:	 	WLH ENTERPRISES
			
		 	By:	 	 WILLIAM LYON HOMES, INC.,
 its
General Partner

				
		 		 	by	 	 /s/ Matthew R. Zaist

		 		 		 	Name:	 	Matthew R. Zaist
		 		 		 	Title:	 	President and Chief Executive Officer
			
		 	By:	 	 PRESLEY CMR, Inc.,
 its General
Partner

				
		 		 	by	 	 /s/ Matthew R. Zaist

		 		 		 	Name:	 	Matthew R. Zaist
		 		 		 	Title:	 	President and Chief Operating Officer


 [Signature Page to Amendment No. 3] 






 
					
	THE INDIRECT SUBSIDIARIES OF PARENT SET FORTH ON SCHEDULE I HERETO, as Guarantors
		
	By:	 	 POLYGON WLH LLC., its
 Sole
Member

			
		 	by	 	 /s/ Matthew R. Zaist

		 		 	 Name:  Matthew R. Zaist

		 		 	 Title:   President and Chief Executive Officer



 [Signature Page to Amendment No. 3] 







			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent,

		
	    By:	 	 /s/ William O’Daly

		 	Name: William O’Daly
		 	Title: Authorized Signatory
		
	    By:	 	 /s/ Brady Bingham

		 	Name: Brady Bingham
		 	Title: Authorized Signatory


 [Signature Page to Amendment No. 3] 






  

							
	SIGNATURE PAGE TO
	AMENDMENT NO. 3 TO
	WILLIAM LYON HOMES, INC.
	SECOND AMENDED AND RESTATED CREDIT AGREEMENT
	DATED AS OF JULY 1, 2016



Name of Lender: ZB, N.A. dba California Bank & Trust 

							
		
	By:	 	 /s/ Stefanus Junus

		 	Name: Stefanus Junus
		 	Title: Senior Vice President
		
	By:2	 	  

		 	Name:	 		 	
		 	Title:	 		 	


  

	2 	For any Lender requiring a second signature. 







 SIGNATURE PAGE TO 

AMENDMENT NO. 3 TO 
 WILLIAM LYON
HOMES, INC. 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

DATED AS OF JULY 1, 2016 

Name of Lender: CITIBANK, N.A. 
  


			
	By:	 	 /s/ Michael Vondriska

		 	Name: Michael Vondriska
		 	Title: Vice President








 SIGNATURE PAGE TO 

AMENDMENT NO. 3 TO 
 WILLIAM LYON
HOMES, INC. 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

DATED AS OF JULY 1, 2016 
  

			
	    COMERICA BANK
		
	By:	 	 /s/ David Plattner

		 	Name: David Plattner
		 	Title:   Vice President








 SIGNATURE PAGE TO 

AMENDMENT NO. 3 TO 
 WILLIAM LYON
HOMES, INC. 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

DATED AS OF JULY 1, 2016 

Name of Lender: JPMorgan Chase Bank, N.A., 

 

			
	By:	 	 /s/ Chiara Carter

		 	Name: Chiara Carter
		 	Title: Executive Director


  

			
	By:1	 	  

		 	Name:
		 	Title:


  
  

	1 	For any Lender requiring a second signature. 







 SCHEDULE I 

Indirect Subsidiaries 

460 Central, L.L.C. 
 Baseline
Woods SFD I, L.L.C. 
 Baseline Woods SFD II, L.L.C. 

Baseline Woods West, L.L.C. 

Bethany Creek Falls, L.L.C. 

Brownstone at Issaquah Highlands, L.L.C. 

Bryant Heights, L.L.C. 
 Bull
Mountain Ridge, L.L.C. 
 Calais at Villebois, L.L.C. 

Cascadian King Company, L.L.C. 

Cascadian South L.L.C. 
 Cascara
at Redmond Ridge, L.L.C. 
 Cedar Falls Way LLC 

Cornelius Pass Townhomes, L.L.C. 

Edgewater at Tualatin, L.L.C. 

Grande Pointe at Villebois, L.L.C. 

High Point III, L.L.C. 
 Highcroft
at Sammamish, L.L.C. 
 Issaquah Highlands Investment Fund, L.L.C. 

Les Bois at Villebois, L.L.C. 

Mill Creek Terrace, L.L.C. 

Murray & Weir SFD, L.L.C. 

Orenco Woods SFD, L.L.C. 
 Peasley
Canyon Homes, L.L.C. 
 PNW Cascadian Company, L.L.C. 

Polygon at Brenchley Estates, L.L.C. 

Polygon at Sunset Ridge, L.L.C. 

Polygon at Villebois II, L.L.C. 

Polygon at Villebois III, L.L.C. 

Polygon at Villebois IV, L.L.C. 

Polygon at Villebois V, L.L.C. 

Polygon Northwest Company, L.L.C. 

Polygon Paymaster, L.L.C. 

Ridgeview Townhomes, L.L.C. 

Riverfront MF, L.L.C. 
 Riverfront
SF, L.L.C. 
 Silverlake Center, L.L.C. 

Spanaway 230, L.L.C. 
 Sparrow
Creek, L.L.C. 
 The Reserve at Maple Valley, L.L.C. 

The Reserve at North Creek, L.L.C. 

Twin Creeks at Cooper Mountain, L.L.C. 

Viewridge at Issaquah Highlands, L.L.C. 

W. R. Townhomes F, L.L.C.