EX-4.1



 Exhibit 4.1 

Execution Draft 
  

 
  

WILLIAM LYON HOMES, INC., 
 as
Issuer 
 THE GUARANTORS from time to time party hereto, 

and 
 U.S. BANK NATIONAL
ASSOCIATION, 
 as Trustee 
  

 
 INDENTURE 

 
  

Dated as of January 31, 2017 

5.875% Senior Notes Due 2025 
  

 
  







 CROSS-REFERENCE TABLE 
  

					
	 TIA

Section
	  	 	  	 Indenture

Section

			
	 310(a)(1)
	  		  	7.10
			
	 (a)(2)
	  		  	7.10
			
	 (a)(3)
	  		  	N.A.
			
	 (a)(4)
	  		  	N.A.
			
	 (b)
	  		  	7.08; 7.10
			
	 (c)
	  		  	N.A.
			
	 311(a)
	  		  	7.11
			
	 (b)
	  		  	7.11
			
	 (c)
	  		  	N.A.
			
	 312(a)
	  		  	2.05
			
	 (b)
	  		  	11.03
			
	 (c)
	  		  	11.03
			
	 313(a)
	  		  	7.06
			
	 (b)(1)
	  		  	N.A.
			
	 (b)(2)
	  		  	7.06
			
	 (c)
	  		  	11.02
			
	 (d)
	  		  	7.06
			
	 314(a)
	  		  	4.02;
			
		  		  	4.12; 11.02
			
	 (b)
	  		  	N.A.
			
	 (c)(1)
	  		  	11.04
			
	 (c)(2)
	  		  	11.04
			
	 (c)(3)
	  		  	N.A.
			
	 (d)
	  		  	N.A.
			
	 (e)
	  		  	11.05









					
	 (f)
	  		  	4.12
			
	 315(a)
	  		  	7.01
			
	 (b)
	  		  	7.05; 11.02
			
	 (c)
	  		  	7.01
			
	 (d)
	  		  	7.01
			
	 (e)
	  		  	6.11
			
	 316(a)(last sentence)
	  		  	11.0
			
	 (a)(1)(A)
	  		  	6.05
			
	 (a)(1)(B)
	  		  	6.04
			
	 (a)(2)
	  		  	N.A.
			
	 (b)
	  		  	6.07
			
	 317(a)(1)
	  		  	6.08
			
	 (a)(2)
	  		  	6.09
			
	 (b)
	  		  	2.04
			
	 318(a)
	  		  	11.01

 N.A. means Not Applicable. 
  

 
 Note: This Cross-Reference Table shall not,
for any purpose, be deemed to be part of this Indenture. 







 i 

TABLE OF CONTENTS 
 Page

 ARTICLE 1 
 DEFINITIONS
AND INCORPORATION BY REFERENCE 
  

							
	SECTION 1.01.	 	Definitions	  	 	1	  
	SECTION 1.02.	 	Other Definitions	  	 	29	  
	SECTION 1.03.	 	Incorporation by Reference of Trust Indenture Act	  	 	30	  
	SECTION 1.04.	 	Rules of Construction	  	 	30	  
	
	ARTICLE 2	  
	
	THE SECURITIES	  
			
	SECTION 2.01.	 	Form and Dating	  	 	31	  
	SECTION 2.02.	 	Execution and Authentication	  	 	31	  
	SECTION 2.03.	 	Registrar and Paying Agent	  	 	32	  
	SECTION 2.04.	 	Paying Agent To Hold Money in Trust	  	 	32	  
	SECTION 2.05.	 	Securityholder Lists	  	 	32	  
	SECTION 2.06.	 	Transfer and Exchange	  	 	33	  
	SECTION 2.07.	 	Replacement Securities	  	 	33	  
	SECTION 2.08.	 	Outstanding Securities	  	 	33	  
	SECTION 2.09.	 	Temporary Securities	  	 	33	  
	SECTION 2.10.	 	Cancellation	  	 	34	  
	SECTION 2.11.	 	Defaulted Interest	  	 	34	  
	SECTION 2.12.	 	CUSIP Numbers, ISINs, etc	  	 	34	  
	SECTION 2.13.	 	Issuance of Additional Securities	  	 	34	  
	
	ARTICLE 3	  
	
	REDEMPTION	  
			
	SECTION 3.01.	 	Notices to Trustee	  	 	35	  
	SECTION 3.02.	 	Selection of Securities to Be Redeemed	  	 	35	  
	SECTION 3.03.	 	Notice of Redemption	  	 	35	  
	SECTION 3.04.	 	Effect of Notice of Redemption	  	 	37	  
	SECTION 3.05.	 	Deposit of Redemption Price	  	 	37	  
	SECTION 3.06.	 	Securities Redeemed in Part	  	 	37	  
	
	ARTICLE 4	  
	
	COVENANTS	  
			
	SECTION 4.01.	 	Payment of Securities	  	 	37	  
	SECTION 4.02.	 	Reports to Holders	  	 	37	  









							
		 		  	 	ii	  
			
	SECTION 4.03.	 	Limitations on Additional Indebtedness	  	 	38	  
	SECTION 4.04.	 	Limitations on Restricted Payments	  	 	41	  
	SECTION 4.05.	 	Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries	  	 	43	  
	SECTION 4.06.	 	Limitations on Asset Sales	  	 	45	  
	SECTION 4.07.	 	Limitations on Transactions with Affiliates	  	 	47	  
	SECTION 4.08.	 	Effectiveness of Covenants	  	 	48	  
	SECTION 4.09.	 	Conduct of Business	  	 	49	  
	SECTION 4.10.	 	Change of Control	  	 	49	  
	SECTION 4.11.	 	Limitations on Designation of Unrestricted Subsidiaries	  	 	50	  
	SECTION 4.12.	 	Limitations on Liens	  	 	51	  
	SECTION 4.13.	 	Additional Security Guarantees	  	 	52	  
	SECTION 4.14.	 	Compliance Certificate	  	 	52	  
	SECTION 4.15.	 	Further Instruments and Acts	  	 	52	  
	
	ARTICLE 5	  
	
	SUCCESSOR COMPANY	  
			
	SECTION 5.01.	 	When Company May Merge or Transfer Assets	  	 	52	  
	
	ARTICLE 6	  
	
	DEFAULTS AND REMEDIES	  
			
	SECTION 6.01.	 	Events of Default	  	 	54	  
	SECTION 6.02.	 	Acceleration	  	 	56	  
	SECTION 6.03.	 	Other Remedies	  	 	56	  
	SECTION 6.04.	 	Waiver of Past Defaults	  	 	56	  
	SECTION 6.05.	 	Control by Majority	  	 	57	  
	SECTION 6.06.	 	Limitation on Suits	  	 	57	  
	SECTION 6.07.	 	Rights of Holders to Receive Payment	  	 	57	  
	SECTION 6.08.	 	Collection Suit by Trustee	  	 	57	  
	SECTION 6.09.	 	Trustee May File Proofs of Claim	  	 	58	  
	SECTION 6.10.	 	Priorities	  	 	58	  
	SECTION 6.11.	 	Undertaking for Costs	  	 	58	  
	SECTION 6.12.	 	Waiver of Stay or Extension Laws	  	 	58	  
	
	ARTICLE 7	  
	
	TRUSTEE	  
			
	SECTION 7.01.	 	Duties of Trustee	  	 	59	  
	SECTION 7.02.	 	Rights of Trustee	  	 	60	  
	SECTION 7.03.	 	Individual Rights of Trustee	  	 	61	  
	SECTION 7.04.	 	Trustee’s Disclaimer	  	 	61	  
	SECTION 7.05.	 	Notice of Defaults	  	 	61	  









							
		  		  	 	iii	  
	SECTION 7.06.	  	Reports by Trustee to Holders	  	 	61	  
	SECTION 7.07.	  	Compensation and Indemnity	  	 	61	  
	SECTION 7.08.	  	Replacement of Trustee	  	 	62	  
	SECTION 7.09.	  	Successor Trustee by Merger	  	 	63	  
	SECTION 7.10.	  	Eligibility; Disqualification	  	 	63	  
	SECTION 7.11.	  	Preferential Collection of Claims Against Company	  	 	63	  
	
	ARTICLE 8	  
	
	SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE	  
			
	SECTION 8.01.	  	Discharge of Liability on Securities; Defeasance	  	 	64	  
	SECTION 8.02.	  	Conditions to Defeasance	  	 	65	  
	SECTION 8.03.	  	Application of Trust Money	  	 	66	  
	SECTION 8.04.	  	Repayment to Company	  	 	66	  
	SECTION 8.05.	  	Indemnity for Government Obligations	  	 	66	  
	SECTION 8.06.	  	Reinstatement	  	 	66	  
	
	ARTICLE 9	  
	
	AMENDMENTS	  
			
	SECTION 9.01.	  	Without Consent of Holders	  	 	67	  
	SECTION 9.02.	  	With Consent of Holders	  	 	67	  
	SECTION 9.03.	  	Compliance with Trust Indenture Act	  	 	68	  
	SECTION 9.04.	  	Revocation and Effect of Consents and Waivers	  	 	68	  
	SECTION 9.05.	  	Notation on or Exchange of Securities	  	 	69	  
	SECTION 9.06.	  	Trustee To Sign Amendments	  	 	69	  
	SECTION 9.07.	  	Payments for Consent	  	 	69	  
	
	ARTICLE 10	  
	
	GUARANTEES	  
	SECTION 10.01.	  	Guarantees	  	 	69	  
	SECTION 10.02.	  	Limitation on Liability	  	 	71	  
	SECTION 10.03.	  	Successors and Assigns	  	 	71	  
	SECTION 10.04.	  	No Waiver	  	 	71	  
	SECTION 10.05.	  	Modification	  	 	72	  
	SECTION 10.06.	  	Execution and Delivery of Security Guarantee	  	 	72	  
	SECTION 10.07.	  	Release of Guarantor	  	 	72	  
	SECTION 10.08.	  	Contribution	  	 	73	  
	
	ARTICLE 11	  
	
	MISCELLANEOUS	  
			
	SECTION 11.01.	  	Trust Indenture Act Controls	  	 	73	  









					
		  		  	iv
			
	SECTION 11.02.	  	Notices	  	73
	SECTION 11.03.	  	Communication by Holders with Other Holders	  	74
	SECTION 11.04.	  	Certificate and Opinion as to Conditions Precedent	  	74
	SECTION 11.05.	  	Statements Required in Certificate or Opinion	  	75
	SECTION 11.06.	  	When Securities Disregarded	  	75
	SECTION 11.07.	  	Rules by Trustee, Paying Agent and Registrar	  	75
	SECTION 11.08.	  	Legal Holidays	  	75
	SECTION 11.09.	  	Governing Law	  	75
	SECTION 11.10.	  	No Recourse Against Others	  	75
	SECTION 11.11.	  	Successors	  	76
	SECTION 11.12.	  	Multiple Originals	  	76
	SECTION 11.13.	  	Table of Contents; Headings	  	76
		
	Rule 144A/Regulation S Appendix	  	
			
	Exhibit 1 –	  	Form of Initial Security	  	
			
	Exhibit A –	  	Form of Exchange Security or Private Exchange Security	  	
			
	Exhibit B –	  	Form of Notation of Guarantee	  	








 INDENTURE dated as of January 31, 2017, among WILLIAM LYON HOMES, INC., a California
corporation (the “Company”), the Guarantors (as hereinafter defined) that from time to time become parties to this Indenture and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”). 

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Initial
Securities, Exchange Securities, Private Exchange Securities and any Additional Securities: 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.01. Definitions. 

“Acquired Indebtedness” means (1) with respect to any Person that becomes a Restricted Subsidiary after the Issue Date,
Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary and (2) with
respect to the Parent or any Restricted Subsidiary, any Indebtedness of a Person (other than the Parent or a Restricted Subsidiary) existing at the time such Person is merged with or into the Parent or a Restricted Subsidiary, or Indebtedness
expressly assumed by the Parent or any Restricted Subsidiary in connection with the acquisition of an asset or assets from another Person, which Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation
of, such merger or acquisition. 
 “Additional Assets” means (1) any property, plant or equipment used in a Permitted
Business; (2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or (3) Capital Stock constituting a minority interest in
any Person that at such time is a Restricted Subsidiary; provided, however, that any such Restricted Subsidiary described in clause (2) or (3) of this definition is primarily engaged in a Permitted Business. 

“Additional Securities” means Securities issued under this Indenture after the Issue Date and in compliance with Sections
2.13 and 4.03, it being understood that any Securities issued in exchange for or replacement of any Initial Security issued on the Issue Date shall not be an Additional Security, including any such Securities issued pursuant to the Registration
Rights Agreement. 
 “Adjusted Treasury Rate” means, with respect to any redemption date, (1) the yield, under the
heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors
of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or after January 31, 2020, yields for the two published maturities most closely corresponding to the 








 
 2
 
  

 
Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or
(2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day immediately preceding the redemption date, in each case, plus 0.50%. 

“Affiliate” of any Person means any other Person which directly or indirectly controls or is controlled by, or is under
direct or indirect common control with, the referent Person. For purposes of Sections 4.04, 4.06 and 4.07, Affiliates shall be deemed to include, with respect to any Person, any other Person (1) which beneficially owns or holds, directly
or indirectly, 10% or more of any class of the Voting Stock of the referent Person, (2) of which 10% or more of the Voting Stock is beneficially owned or held, directly or indirectly, by the referent Person or (3) with respect to an
individual, any immediate family member of such Person. For purposes of this definition, “control” of a Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise. 
 “Applicable Premium” means with respect to a Security at any redemption
date, the greater of (1) 1.00% of the principal amount of such Security and (2) the excess of (A) the present value at such redemption date of (i) the redemption price of such Security on January 31, 2020 (such redemption
price being described in Section 5 of the Securities, exclusive of any accrued interest) plus (ii) all required remaining scheduled interest payments due on such Security through January 31, 2020 (but excluding accrued and unpaid
interest to the redemption date), computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount of such Security on such redemption date. 

“Asset Acquisition” means (1) an Investment by the Parent or any Restricted Subsidiary in any other Person if, as a
result of such Investment, such Person shall become a Restricted Subsidiary or shall be merged with or into the Parent or any Restricted Subsidiary or (2) the acquisition by the Parent or any Restricted Subsidiary of all or substantially all of
the assets of any other Person or any division or line of business of any other Person. 
 “Asset Sale” means any sale,
issuance, conveyance, transfer, lease, assignment or other disposition by the Parent or any Restricted Subsidiary to any Person other than the Parent or any Restricted Subsidiary (including by means of a Sale and Leaseback Transaction or a merger or
consolidation) (collectively, for purposes of this definition, a “transfer”), in one transaction or a series of related transactions, of any assets (including Equity Interests) of the Parent or any of its Restricted Subsidiaries other than
in the ordinary course of business. For purposes of this definition, the term “Asset Sale” shall not include: 

(1) transfers of cash or Cash Equivalents; 

(2) transfers of assets (including Equity Interests) that are governed by, and made in accordance with, Section 5.01;









 
 3
 
  

 (3) Permitted Investments and Restricted Payments permitted under
Section 4.04; 
 (4) the creation or realization of any Permitted Lien; 

(5) transactions in the ordinary course of business, including dedications and other donations to governmental authorities,
sales (directly or indirectly), leases, sales and leasebacks and other dispositions of (A) homes, improved land and unimproved land, whether in single or multiple lots, (B) real estate (including related amenities and improvements),
whether in single or multiple lots and (C) Equity Interests of a Subsidiary, the assets of which consist entirely of amenities and improvements related to real estate, such as golf courses, and real estate underlying such amenities and
improvements; 
 (6) dispositions of mortgage loans and related assets and mortgage-backed securities in the ordinary course
of a mortgage lending business; 
 (7) any transfer or series of related transfers that, but for this clause, would be Asset
Sales, if after giving effect to such transfers, the aggregate Fair Market Value of the assets transferred in such transaction or any such series of related transactions does not exceed $5,000,000; 

(8) the surrender or waiver of contractual rights or the settlement, release or surrender of contract, tort or other claims of
any kind; 
 (9) the disposition of assets or property that are obsolete or that are no longer useful in the conduct of the
business of the Company and/or any Restricted Subsidiaries; and 
 (10) an issuance of Equity Interests by a Restricted
Subsidiary to the Company, Parent or to a Restricted Subsidiary. 
 “Attributable Indebtedness”, when used with respect to
any Sale and Leaseback Transaction, means, as at the time of determination, the present value (discounted at a rate equivalent to the Company’s then-current weighted average cost of funds for borrowed money as at the time of determination,
compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of any Capitalized Lease included in any such Sale and Leaseback Transaction. 

“Board of Directors” means the board of directors of the Company or any committee thereof duly authorized to act on behalf
of such board or, in the case of a Person that is not a corporation, the group exercising the authority generally vested in a board of directors of a corporation. 

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New York are
authorized or required by law to close. 








 
 4
 
  

 “Capitalized Lease” means a lease required to be capitalized for financial
reporting purposes in accordance with GAAP. 
 “Capitalized Lease Obligations” of any Person means the obligations of such
Person to pay rent or other amounts under a Capitalized Lease, and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP. 

“Capital Stock” of any Person means any and all shares, interests (including partnership interests), rights to purchase,
warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. 

“Cash Equivalents” means (1) marketable obligations with a maturity of one year or less issued or directly and fully
guaranteed or insured by the United States of America or any agency or instrumentality thereof; (2) demand and time deposits and certificates of deposit or acceptances with a maturity of one year or less of any financial institution that is a
member of the Federal Reserve System having combined capital and surplus and undivided profits of not less than $500,000,000 and is assigned at least a “B” rating by Thomson Financial BankWatch; (3) commercial paper maturing no more
than 180 days from the date of creation thereof issued by a corporation that is not the Parent or an Affiliate of the Parent, and is organized under the laws of any State of the United States of America or the District of Columbia and rated at least
A-1 by Standard & Poor’s or at least P-1 by Moody’s; (4) repurchase obligations with a term of not more than ten days for underlying securities of the types described in clause (1) of this definition entered into with
any commercial bank meeting the specifications of clause (2) of this definition; and (5) investments in money market or other mutual funds substantially all of whose assets comprise securities of the types described in clauses
(1) through (4) of this definition. 
 “Change of Control” means the occurrence of any of the
following events: 
 (1) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than the Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such person shall be deemed to have “beneficial
ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of
the Parent (for the purposes of this clause (1), such other person shall be deemed to beneficially own any Voting Stock of a Person held by any other Person (the “parent entity”), if such other person is the beneficial owner (as
defined above in this clause (1)), directly or indirectly, of more than 50% of the voting power of the Voting Stock of such parent entity); 

(2) the stockholders of the Parent adopt a plan of liquidation or dissolution of the Parent; provided that a liquidation or
dissolution of Parent which is part of a transaction that does not constitute a Change of Control pursuant to the proviso contained in clause (3) of this definition shall not constitute a Change of Control; 








 
 5
 
  

 (3) the merger or consolidation of the Parent with or into another Person or
the merger of another Person with or into the Parent, or the sale of all or substantially all the assets of the Parent and its Restricted Subsidiaries (determined on a consolidated basis) to another Person; provided that a transaction following
which (A) in the case of a merger or consolidation transaction, one or more holders of securities that represented 100% of the Voting Stock of the Parent immediately prior to such transaction (or other securities into which such securities are
converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such
transaction or (B) in the case of a sale of assets transaction, each transferee is or becomes an obligor in respect of the Securities and a Subsidiary of the transferor of such assets shall not constitute a Change of Control; or 

(4) the Parent ceases to own 100% of the Voting Stock of the Company. 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Company” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor
and, for purposes of any provision contained herein and required by the TIA, each other obligor on the indenture securities. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the Securities from the redemption date to January 31, 2020, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of a maturity most nearly equal to January 31, 2020. 
 “Comparable Treasury Price” means, with respect to
any redemption date, if clause (2) of the Adjusted Treasury Rate definition is applicable, the average of three, or such lesser number as is obtained by the Issuer, Reference Treasury Dealer Quotations for such redemption date. 

“Consolidated Amortization Expense” for any period means the amortization expense of the Parent and the Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. 
 “Consolidated Cash Flow Available for
Fixed Charges” for any period means, without duplication, the sum of the amounts for such period of 
 (1) Consolidated Net
Income, plus 
 (2) in each case only to the extent (and in the same proportion) deducted in determining Consolidated Net Income and
with respect to the portion of Consolidated Net Income attributable to any Restricted Subsidiary (other than the Company) only if a corresponding amount would be permitted at the date of determination to be distributed to the Parent by such
Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, 








 
 6
 
  

 
statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders, 

(a) Consolidated Income Tax Expense, 

(b) Consolidated Amortization Expense (but only to the extent not included in Consolidated Interest Expense), 

(c) Consolidated Depreciation Expense, 

(d) Consolidated Interest Expense and interest and other charges amortized to “cost of sales— homes” or “cost of
sales—lots, land and other”, 
 (e) all other non-cash items reducing the Consolidated Net Income (excluding any non-cash charge
that results in an accrual of a reserve for cash charges in any future period) for such period, 
 (f) any expenses or charges related to
any equity offering of Parent, non-ordinary course Permitted Investments, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including the issuance of the Securities), including a
refinancing thereof (whether or not successful) or the early extinguishment of such Indebtedness and any amendment or modification to the terms of any such transactions, 

(g) any charges resulting from the application of Accounting Standards Codification Topic 805 “Business Combinations,” Accounting
Standards Codification Topic 350 “Intangibles—Goodwill and Other,” Accounting Standards Codification Topic 360-10-35-15 “Impairment or Disposal of Long-Lived Assets” (other than with respect to impairments or write-offs of
inventory), Accounting Standards Codification Topic 480-10-25-4 “Distinguishing Liabilities from Equity—Overall—Recognition” or Accounting Standards Codification Topic 820 “Fair Value Measurements and Disclosures,” 

(h) any unrealized net gain or loss resulting in such period from Hedging Obligations or other derivative instruments, 

(i) any non-cash impairment charge or asset write-off (other than with respect to inventory), in each case pursuant to GAAP; and 

(j) any (a) non-cash compensation charges, (b) non-cash costs or expenses resulting from stock option plans, employee benefit
plans, compensation charges or post-employment benefit plans, or grants or awards of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights and (c) write-offs or write-downs of goodwill,

 in each case determined on a consolidated basis in accordance with GAAP, minus 

(3) the aggregate amount of all non-cash items, determined on a consolidated basis, to the extent such items increased Consolidated Net
Income for such period. 








 
 7
 
  

 “Consolidated Depreciation Expense” for any period means the depreciation expense
of the Parent and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. 

“Consolidated Fixed Charge Coverage Ratio” means the ratio of Consolidated Cash Flow Available for Fixed Charges during the
most recent four consecutive full fiscal quarters for which internal financial statements are available (the “Four-Quarter Period”) ending on or prior to the date of the transaction giving rise to the need to calculate the
Consolidated Fixed Charge Coverage Ratio (the “Transaction Date”) to Consolidated Interest Incurred for the Four-Quarter Period. For purposes of this definition, Consolidated Cash Flow Available for Fixed Charges and Consolidated
Interest Incurred shall be calculated after giving effect on a pro forma basis for the period of such calculation to: 
 (1)
the incurrence of any Indebtedness, the inclusion of any Indebtedness on the balance sheet or the issuance of any preferred stock, in each case of the Parent or any Restricted Subsidiary (and the application of the proceeds thereof) and any
repayment, repurchase, defeasance or other discharge or the assumption by another Person that is not an Affiliate (collectively, “repayment”) of other Indebtedness or redemption of other preferred stock (other than the incurrence or
repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to any revolving credit arrangement) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and
on or prior to the Transaction Date, as if such incurrence, repayment, issuance or redemption, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Four-Quarter Period; 

(2) any Asset Sale or Asset Acquisition (including any Asset Acquisition giving rise to the need to make such calculation as a
result of the Parent or any Restricted Subsidiary (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Acquired Indebtedness and also including any Consolidated Cash Flow Available for Fixed
Charges (including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Exchange Act of 1934, as amended) associated with any such Asset Acquisition) occurring during the Four-Quarter
Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or Asset Acquisition or other disposition (including the incurrence of, or assumption or liability for, any
such Indebtedness or Acquired Indebtedness) occurred on the first day of the Four-Quarter Period; 
 (3) any Person that is
a Restricted Subsidiary on the Transaction Date will be deemed to have been a Restricted Subsidiary at all times during such Four-Quarter Period; 

(4) any Person that is not a Restricted Subsidiary on the Transaction Date will be deemed not to have been a Restricted
Subsidiary at any time during such Four-Quarter Period; and 
 (5) the Consolidated Cash Flow Available for Fixed Charges
and the Consolidated Interest Expense attributable to discontinued operations, as determined in 








 
 8
 
  

 accordance with GAAP shall be excluded. 

If the Parent or any Restricted Subsidiary directly or indirectly guarantees Indebtedness of a third Person (other than a Restricted
Subsidiary, in the case of the Parent, or the Parent or another Restricted Subsidiary, in the case of a Restricted Subsidiary), the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if the Parent or such
Restricted Subsidiary had directly incurred or otherwise assumed such guaranteed Indebtedness. 
 In calculating Consolidated Interest
Incurred for purposes of determining the denominator (but not the numerator) of this Consolidated Fixed Charge Coverage Ratio: 

(1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue
to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on this Indebtedness in effect on the Transaction Date; 

(2) if interest on any Indebtedness actually incurred on the Transaction Date may optionally be determined at an interest rate
based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four-Quarter Period; and 

(3) notwithstanding the immediately preceding clauses (1) and (2), interest on Indebtedness determined on a fluctuating
basis, to the extent such interest is covered by agreements with a term of at least one year after the Transaction Date relating to Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation
of these agreements. 
 “Consolidated Income Tax Expense” for any period means the provision for taxes of the Parent and
the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP. 
 “Consolidated Indebtedness”
means, as of any date, the total Indebtedness of the Parent and the Restricted Subsidiaries as of such date, determined on a consolidated basis. 

“Consolidated Interest Expense” for any period means the sum, without duplication, of the total interest expense (other than
interest and other charges amortized to “cost of sales—homes” or “cost of sales—lots, land and other”) of the Parent and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with
GAAP and including, without duplication, 
 (1) imputed interest on Capitalized Lease Obligations and Attributable
Indebtedness, 
 (2) commissions, discounts and other fees and charges owed with respect to letters of credit securing
financial obligations, bankers’ acceptance financing and receivables financings, 








 
 9
 
  

 (3) the net costs associated with Hedging Obligations, 

(4) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses, 

(5) the interest portion of any deferred payment obligations, 

(6) all other non-cash interest expense; provided, however, that any non-cash interest expense or income attributable
to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instrument pursuant to GAAP shall be excluded from the calculation of Consolidated Interest Expense, 

(7) the product of (a) all dividend payments on any series of Disqualified Equity Interests of the Parent or any
preferred stock of any Restricted Subsidiary (other than any such Disqualified Equity Interests or any preferred stock held by the Parent or a Wholly Owned Restricted Subsidiary), multiplied by (b) a fraction, the numerator of which is one and
the denominator of which is one minus the then current combined federal, state and local statutory tax rate of the Parent and the Restricted Subsidiaries, expressed as a decimal, 

(8) all interest payable with respect to discontinued operations, and 

(9) all interest on any Indebtedness of any other Person (other than a Restricted Subsidiary, in the case of the Parent, or
the Parent or another Restricted Subsidiary, in the case of a Restricted Subsidiary) guaranteed by the Parent or any Restricted Subsidiary. 

“Consolidated Interest Incurred” for any period means the sum, without duplication, of (1) Consolidated Interest
Expense and (2) interest capitalized for such period (including interest capitalized with respect to discontinued operations but not including interest or other charges amortized to “cost of sales—homes” or “cost of
sales—lots, land and other”). 
 “Consolidated Net Income” for any period means the net income (or loss) of the
Parent and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication: 

(1) the net income (or loss) of any Person (other than a Restricted Subsidiary) in which any Person other than the Parent or
any of its Restricted Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by the Parent or any of its Restricted Subsidiaries during such period; 

(2) except to the extent includible in the consolidated net income of the Parent pursuant to the clause (1) of this
definition, the net income (or loss) of any Person that accrued prior to the date that (a) such Person becomes a Restricted Subsidiary or is merged into or consolidated with the Parent or any Restricted Subsidiary or (b) the assets of such
Person are acquired by the Parent or any Restricted Subsidiary; 








 
 10
 
  

 (3) the net income of any Restricted Subsidiary (other than the Company)
during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that Subsidiary during such period; 
 (4) that
portion of the net income of any Restricted Subsidiary (other than the Company) that is not a Guarantor and is not a Wholly Owned Restricted Subsidiary attributable to the portion of the Equity Interests of such Restricted Subsidiary that is not
owned by the Parent or the Restricted Subsidiaries; 
 (5) for the purposes of calculating the Restricted Payments Basket
only, in the case of a successor to the Parent or the Company by consolidation, merger or transfer of its assets, any income (or loss) of the successor prior to such merger, consolidation or transfer of assets; 

(6) any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss),
realized during such period by the Parent or any Restricted Subsidiary upon (a) the acquisition of any securities, or the extinguishment of any Indebtedness, of the Parent or any Restricted Subsidiary or (b) any Asset Sale by the Parent or
any Restricted Subsidiary; and 
 (7) any extraordinary gain (or extraordinary loss), together with any related provision
for taxes on any such extraordinary gain (or the tax effect of any such extraordinary loss), realized by the Parent or any Restricted Subsidiary during such period. 

In addition, any return of capital with respect to an Investment that increased the Restricted Payments Basket pursuant to Section 4.04(a)(3)(d) or
decreased the amount of Investments outstanding pursuant to clause (14) of the definition of “Permitted Investments” shall be excluded from Consolidated Net Income for purposes of calculating the Restricted Payments Basket. 

“Consolidated Net Worth” means, with respect to any Person as of any date, the consolidated stockholders’ equity of
such Person, determined on a consolidated basis in accordance with GAAP, less (without duplication) (1) any amounts thereof attributable to Disqualified Equity Interests of such Person or its Subsidiaries or any amount attributable to
Unrestricted Subsidiaries (other than Cerro Plata Associates, LLC and 242 Cerro Plata, LLC) and (2) all write-ups (other than write-ups resulting from foreign currency translations and write-ups of tangible assets of a going concern business
made within twelve months after the acquisition of such business) subsequent to the Issue Date in the book value of any asset owned by such Person or a Subsidiary of such Person. 

“Consolidated Tangible Assets” means, as of any date, the total amount of assets of the Parent and the Restricted
Subsidiaries on a consolidated basis at the end of the fiscal quarter immediately preceding such date, as determined in accordance with GAAP, less (1) Intangible Assets and (2) any assets securing Non-Recourse Indebtedness. 








 
 11
 
  

 “Consolidated Tangible Net Worth” means, with respect to any Person as of
any date, the Consolidated Net Worth of such Person as of such date less (without duplication) all Intangible Assets of such Person as of such date. 

“Credit Facilities” means one or more debt facilities, indentures or commercial paper facilities, in each case, with banks
or other lenders or investors or credit providers or a trustee providing for the revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow
from such lenders against such receivables), bankers acceptances, letters of credit or issuances of debt securities, including any related notes, guarantees, collateral documents, instruments, documents and agreements executed in connection
therewith and in each case, as amended, restated, modified, renewed, extended, supplemented, restructured, refunded, replaced in any manner (whether upon or after termination or otherwise) or in part from time to time, in one or more instances and
including any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more
parties thereto (whether or not such added or substituted parties are banks or other institutional lenders), including one or more separate instruments or facilities, in each case, whether any such amendment, restatement, modification, renewal,
extension, supplement, restructuring, refunding, replacement or refinancing occurs simultaneously or not with the termination or repayment of a prior Credit Facility. 

“Default” means (1) any Event of Default or (2) any event, act or condition that, after notice or the passage of
time or both, would be an Event of Default. 
 “Directly Related Assets” means, with respect to any particular property,
assets directly related thereto or derived therefrom, such as proceeds (including insurance proceeds), products, rents, and profits thereof and improvements and accessions thereto. 

“Disqualified Equity Interests” of any Person means any class of Equity Interests of such Person that, by their terms, or by
the terms of any related agreement or of any security into which they are convertible, puttable or exchangeable, are, or upon the happening of any event or the passage of time would be, required to be redeemed by such Person, whether or not at the
option of the holder thereof, or mature or are mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is 91 days after the final maturity date of the Securities;
provided, however, that any class of Equity Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a
sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity Interests, and that are not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness,
will not be deemed to be Disqualified Equity Interests so long as such Person satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided further,
however, that any Equity Interests that would constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or
exercisable) the right to require the Company to redeem such Equity Interests upon the occurrence of a change in control occurring prior to the final maturity date of the 








 
 12
 
  

 
Securities shall not constitute Disqualified Equity Interests if the change in control provisions applicable to such Equity Interests are no more favorable to such holders than the provisions in
Section 4.10 and such Equity Interests specifically provide that the Company will not redeem any such Equity Interests pursuant to such provisions prior to the Company’s purchase of the Securities as required pursuant to Section 4.10.

 “Equity Interests” of any Person means (1) any and all shares or other equity interests (including common stock,
preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in
(however designated) such shares or other interests in such Person but excluding from all of the foregoing any debt securities convertible into Equity Interests. 

“Equity Offering” means public or private equity offering or sale after the Issue Date of Qualified Equity Interests. 

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. 

“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such
assets) that would reasonably expected to be negotiated in an arm’s-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price is
determined in good faith by the board of directors of the Parent or a duly authorized committee thereof, as evidenced by a resolution of such board or committee. 

“Final Offering Memorandum” means the final offering memorandum dated January 17, 2017 for the sale of the Securities
by the Company. 
 “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a
significant segment of the accounting profession of the United States, as in effect from time to time. 
 “GP
Indebtedness” means as of any date the amount of the liability of Parent or any of its Restricted Subsidiaries in its capacity as a general partner for the Indebtedness of a partnership or Joint Venture after subtracting the Fair Market
Value as of such date of the assets of such partnership or Joint Venture that secure such Indebtedness. 
 “guarantee”
means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct or indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or advance or supply funds for the
purchase or payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on
arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such









 
 13
 
  

 
Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part). “guarantee,” when used as a verb, and “guaranteed” have
correlative meanings. 
 “Guarantors” means the Parent and each Restricted Subsidiary of the Parent (other than the
Company), and each other Person that is required to become a Guarantor by the terms of this Indenture, in each case, until such Person is released from its Security Guarantee. 

“Hedging Obligations” of any Person means the obligations of such Person pursuant to (1) any interest rate swap
agreement, interest rate collar agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in interest rates, (2) agreements or arrangements designed to protect such Person against fluctuations in
foreign currency exchange rates in the conduct of its operations, or (3) any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect such Person against fluctuations
in commodity prices, in each case entered into in the ordinary course of business for bona fide hedging purposes and not for the purpose of speculation. 

“Holder” or “Securityholder” means any registered holder, from time to time, of the Securities. 

“incur” means, with respect to any Indebtedness or obligation, incur, create, issue, assume, guarantee or otherwise become
directly or indirectly liable, contingently or otherwise, with respect to such Indebtedness or obligation; provided that (1) the Indebtedness of a Person existing at the time such Person became a Restricted Subsidiary or at the time such Person
merged with or into the Parent or a Restricted Subsidiary shall be deemed to have been incurred at such time and (2) neither the accrual of interest nor the accretion of original issue discount shall be deemed to be an incurrence of
Indebtedness. 
 “Indebtedness” of any Person at any date means, without duplication: 

(1) all liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is
to the whole of the assets of such Person or only to a portion thereof); 
 (2) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments; 
 (3) all obligations of such Person in respect of letters of credit
or other similar instruments (or reimbursement obligations with respect thereto); 
 (4) all obligations of such Person to
pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred by such Person in the ordinary course of business in connection with obtaining goods, materials or services; 

(5) the maximum fixed redemption or repurchase price of all Disqualified Equity Interests of such Person; 








 
 14
 
  

 (6) all Capitalized Lease Obligations of such Person; 

(7) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by
such Person; 
 (8) all Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that
(i) Indebtedness of the Parent or its Subsidiaries that is guaranteed by the Parent or the Parent’s Subsidiaries shall be counted only once in the calculation of the amount of Indebtedness of the Parent and its Subsidiaries on a
consolidated basis and (ii) only the liabilities relating to any such guarantee that are recorded as liabilities, or required (in accordance with GAAP) to be recorded as liabilities, on the balance sheet of such Person shall be considered
Indebtedness of such Person (it being understood that any increase in liabilities recorded or required to be recorded on such Person’s balance sheet shall be deemed to be an “incurrence” of Indebtedness by such Person at the time of
such increase); 
 (9) all Attributable Indebtedness; 

(10) to the extent not otherwise included in this definition, Hedging Obligations of such Person; 

(11) all obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by
such Person; and 
 (12) the liquidation value of preferred stock of a Subsidiary of such Person issued and outstanding and
held by any Person other than such Person (or one of its Wholly Owned Restricted Subsidiaries). 
 Notwithstanding the foregoing the following shall not be
considered Indebtedness: (a) earn-outs or similar profit sharing or participation arrangements provided for in acquisition agreements which are determined on the basis of future operating earnings or other similar performance criteria (which
are not determinable at the time of acquisition) of the acquired assets or entities, (b) accrued expenses, trade payables, customer deposits or deferred income taxes arising in the ordinary course of business, (c) completion guarantees
entered into in the ordinary course of business, (d) obligations in respect of district improvement bonds pertaining to roads, sewers and other infrastructure and (e) Indebtedness that has been discharged or defeased in accordance with its
governing documents. 
 The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described in this definition, the maximum liability of such Person for any such contingent obligations at such date and, in the case of clause (7) of this definition, the lesser of (a) the Fair Market Value of
any asset subject to a Lien securing the Indebtedness of others on the date that the Lien attaches and (b) the amount of the Indebtedness secured; provided, however, that the amount outstanding at any time of any Indebtedness issued with
original issue discount shall be deemed to be the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time, as determined in accordance with GAAP. For purposes of clause
(5) of this definition, the “maximum fixed redemption or repurchase price” of any Disqualified 








 
 15
 
  

 
Equity Interests that do not have a fixed redemption or repurchase price shall be calculated in accordance with the terms of such Disqualified Equity Interests as if such Disqualified Equity
Interests were redeemed on any date on which an amount of Indebtedness outstanding shall be required to be determined pursuant to this Indenture. 

“Indenture” means this Indenture as amended or supplemented from time to time. 

“Independent Director” means a director of the Parent who 

(1) is independent with respect to the transaction at issue; 

(2) does not have any material financial interest in the Parent or any of its Affiliates (other than as a result of holding securities of the
Parent); and 
 (3) has not and whose Affiliates or affiliated firm has not, at any time during the twelve months prior to the taking of
any action hereunder, directly or indirectly, received, or entered into any understanding or agreement to receive, compensation, payment or other benefit, of any type or form, from the Parent or any of its Affiliates, other than customary
directors’ fees and indemnity and insurance arrangements for serving on the board of directors of the Parent or any Affiliate and reimbursement of out-of-pocket expenses for attendance at the Parent’s or Affiliate’s board and board
committee meetings. 
 “Independent Financial Advisor” means an accounting, appraisal or investment banking firm of
nationally recognized standing that is, in the reasonable judgment of the Parent’s board of directors, qualified to perform the task for which it has been engaged and disinterested and independent with respect to the Parent and its Affiliates;
provided, however, that the prior rendering of service to the Parent or an Affiliate of the Parent shall not, by itself, disqualify the advisor. 

“Initial Securities” means (1) $450,000,000 aggregate principal amount of 5.875% Senior Notes due 2025 issued on the
Issue Date and (2) Additional Securities, if any, issued in a transaction exempt from the registration requirements of the Securities Act. 

“Intangible Assets” means, with respect to any Person, all unamortized debt discount and expense, unamortized deferred
charges, goodwill, patents, trademarks, service marks, trade names, copyrights, write-ups of assets over their carrying value (other than write-ups which occurred prior to the Issue Date and other than, in connection with the acquisition of an
asset, the write-up of the value of such asset to its Fair Market Value in accordance with GAAP on the date of acquisition) and all other items which would be treated as intangibles on the consolidated balance sheet of such Person prepared in
accordance with GAAP. 
 “interest” means, with respect to the Securities, interest on the Securities. 

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s Investors Service,
Inc. and BBB- (or the equivalent) by Standard & Poor’s Ratings Group, Inc., or any other equivalent investment grade rating by any Rating Agency. 








 
 16
 
  

 “Investments” of any Person means, without duplication: 

(1) all direct or indirect investments by such Person in any other Person in the form of loans, advances or capital
contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness of any other Person; 

(2) all purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other
securities of any other Person; 
 (3) all other items that would be classified as investments on a balance sheet of such
Person prepared in accordance with GAAP; and 
 (4) the Designation of any Subsidiary as an Unrestricted Subsidiary. 

Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the
Fair Market Value thereof on the date such Investment is made. The amount of any Investment pursuant to clause (4) of this definition shall be the Designation Amount determined in accordance with Section 4.11. If the Parent or any
Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Parent
shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other Investments in such Restricted Subsidiary not sold or disposed of, which amount
shall be determined by the board of directors of the Parent. Notwithstanding the foregoing, redemptions of Equity Interests of the Parent shall be deemed not to be Investments. 

“Issue Date” means January 31, 2017. 

“Joint Venture” means a corporation, limited liability company, partnership or other entity engaged in a Permitted Business
(other than an entity constituting a Subsidiary of the Parent) in which the Parent or any of its Restricted Subsidiaries owns, directly or indirectly, at least 20% of the Equity Interests. 

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State
of New York. 
 “Lien” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge,
lease, easement, restriction, covenant, charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or
other title retention agreement, and any lease in the nature thereof, any option or other agreement to sell, and any filing of, or agreement to give, any financing statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction (other than cautionary filings in respect of operating leases). 
 “Net Available Proceeds” means, with
respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents, net of 








 
 17
 
  

 (1) brokerage commissions and other fees and expenses (including fees and
expenses of legal counsel, accountants and investment banks) of such Asset Sale; 
 (2) provisions for taxes payable as a
result of such Asset Sale (after taking into account any available tax credits or deductions and any tax sharing arrangements); 

(3) amounts required to be paid to any Person (other than the Parent or any Restricted Subsidiary) owning a beneficial
interest in the assets subject to the Asset Sale or having a Lien thereon; 
 (4) payments of unassumed liabilities (not
constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale; and 

(5) appropriate amounts to be provided by the Parent or any Restricted Subsidiary, as the case may be, as a reserve required
in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the Parent or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pensions and other postemployment benefit liabilities,
liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves
shall constitute Net Available Proceeds. 
 “Non-Recourse Indebtedness” with respect to any Person means Indebtedness of
such Person for which (1) the sole legal recourse for collection of principal and interest on such Indebtedness is against the specific property identified in the instruments evidencing or securing such Indebtedness and such property was
acquired with the proceeds of such Indebtedness or such Indebtedness was incurred within 365 days after the acquisition of such property and (2) no other assets of such Person may be realized upon in collection of principal or interest on such
Indebtedness. Indebtedness that is otherwise Non-Recourse Indebtedness will not lose its character as Non-Recourse Indebtedness because there is recourse for (a) environmental warranties or indemnities, indemnities for and liabilities arising
from fraud, misrepresentation, misapplication or non-payment of rents, profits, insurance and condemnation proceeds and other sums actually received by the obligor from secured assets to be paid to the lender, waste and mechanics liens or
(c) similar customary “bad-boy” guarantees. 
 “Obligations” means with respect to any Indebtedness, all
obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, and other amounts payable pursuant to the documentation governing such Indebtedness. 

“Officer” of any Person means any of the following of such Person: the Chairman of the board of directors, the Chief
Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary. 

“Officers’ Certificate” of any Person means a certificate signed by two Officers of such Person. 








 
 18
 
  

 “Opinion of Counsel” means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. 

“Parent” means William Lyon Homes, a Delaware corporation, and its successors. 

“Pari Passu Indebtedness” means any Indebtedness of the Company or any Guarantor that ranks pari passu as to payment with
the Securities or the Security Guarantee of such Guarantor, as applicable. 
 “Permitted Business” means the businesses
engaged in by the Parent and its Subsidiaries on the Issue Date and businesses that are reasonably related thereto or reasonable extensions thereof. 

“Permitted Business Investments” means Investments and expenditures made in the ordinary course of a Permitted Business as a
means of acquiring or developing land or constructing residential communities through agreements, transactions, interests or arrangements that, among other things, permit a Person to share (or have the effect of sharing) risks or costs, to
participate in (or have the effect of participating in) the economics of residential development projects or to comply with any regulatory agreements or requirements Investments in the form of or pursuant to joint development agreements, partnership
agreements, limited liability company agreements, trust agreements, joint venture agreements or other similar agreements with third parties. 

“Permitted Holders” means 

(i) Luxor Capital Group LP, Paulson & Co. and their respective Affiliates and all investment funds managed by any of
the foregoing (excluding, for the avoidance of doubt, their respective portfolio companies or other operating companies affiliated with Luxor Capital Group LP and Paulson & Co.), 

(ii) General William Lyon, his spouse and lineal descendants (including adopted children and their lineal descendants) or any
Person controlled, directly or indirectly, by, or trust or similar estate planning vehicle established exclusively for the benefit of, any of such Persons, 

(iii) any Person or any of the Persons who were a group (within the meaning of Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act, or any successor provision) whose ownership of assets or Voting Stock has triggered a Change of Control in respect of which a Change of Control Offer has been made and all Securities that were tendered therein have been accepted
and paid, 
 (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or
any successor provision) of which any of the foregoing beneficially own, without giving effect to the existence of such group or any other group, more than 50.0% of the total voting power of the aggregate Voting Stock of the Parent held directly or
indirectly by such group and 








 
 19
 
  

 (v) any members of a group described in clause (iv) of this definition
for so long as such Person is a member of such group. 
 “Permitted Investment” means: 

(1) Investments by the Parent or any Restricted Subsidiary in (a) the Company or any Guarantor or (b) in any Person
that is or will become immediately after such Investment a Restricted Subsidiary or that will merge or consolidate into the Company or a Restricted Subsidiary; 

(2) Investments in the Parent by any Restricted Subsidiary; 

(3) loans and advances to directors, employees and officers of the Parent and the Restricted Subsidiaries for bona fide
business purposes and to purchase Equity Interests of the Parent not in excess of $2,000,000 at any one time outstanding; 

(4) Hedging Obligations incurred pursuant to Section 4.03(b)(4); 

(5) Cash Equivalents; 

(6) receivables owing to the Parent or any Restricted Subsidiary if created or acquired in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Parent or any such Restricted Subsidiary deems reasonable under the
circumstances; 
 (7) Investments received pursuant to any plan of reorganization or similar arrangement, including
foreclosure, perfection or enforcement of any Lien, upon the bankruptcy or insolvency of such trade creditors or customers; 

(8) Investments made by the Parent or any Restricted Subsidiary as a result of consideration received in connection with an
Asset Sale made in compliance with Section 4.06; 
 (9) lease, utility and other similar deposits in the ordinary
course of business; 
 (10) Investments made by the Parent or a Restricted Subsidiary for consideration consisting only of
Qualified Equity Interests; 
 (11) stock, obligations or securities received in settlement of debts created in the ordinary
course of business and owing to the Parent or any Restricted Subsidiary or in satisfaction of judgments; 
 (12) Investments
in existence on the Issue Date and any extension, modification or renewal of such Investments or any Investments made with the proceeds of any disposition of any such Investments, but only to the extent not involving additional advances,
contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the appreciation, accrual or accretion of interest or 








 
 20
 
  

 
original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date); 

(13) completion guarantees entered into in the ordinary course of business; 

(14) the Designation of a Subsidiary as an Unrestricted Subsidiary in accordance with Section 4.11; and 

(15) Permitted Business Investments so long as immediately after giving effect to such Investment, the Parent could incur at
least $1.00 of additional Indebtedness pursuant to the Ratio Exception. 
 “Permitted Liens” means the following types of
Liens: 
 (1) (a) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other
Liens imposed by law incurred in the ordinary course of business and (b) Liens for taxes, assessments or governmental or quasi-governmental charges or claims, in either case, for sums not yet delinquent or being contested in good faith, if such
reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof; 
 (2) Liens incurred
or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds,
bids, leases, government contracts, performance and return-of-money bonds, development obligations, progress payments, utility services, developer’s or other obligations to make on-site or off-site improvements and other similar obligations
(exclusive of obligations for the payment of borrowed money); 
 (3) Liens upon specific items of inventory or other goods and proceeds of
any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(4) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents, goods covered thereby and
other assets relating to such letters of credit and products and proceeds thereof; 
 (5) Liens encumbering deposits made to secure
obligations arising from statutory, regulatory, contractual or warranty requirements of the Parent or any Restricted Subsidiary, including rights of offset and setoff; 

(6) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one
or more accounts maintained by the Parent or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect
to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any 








 
 21
 
  

 
such Liens secure (either directly or indirectly) the repayment of any Indebtedness; 

(7) leases or subleases, licenses or sublicenses, (or any Liens related thereto) granted to others that do not materially interfere with the
ordinary course of business of the Parent or any Restricted Subsidiary; 
 (8) Liens arising from filing Uniform Commercial Code financing
statements regarding leases; 
 (9) Liens securing all of the Securities and Liens securing any Security Guarantee; 

(10) Liens in favor of the Trustee under and as permitted by this Indenture; 

(11) Liens existing on the Issue Date securing Indebtedness outstanding on the Issue Date; 

(12) Liens in favor of the Company or a Guarantor; 

(13) Liens securing Permitted Indebtedness incurred pursuant to and outstanding under
 Section 4.03(b)(1);

(14) Liens securing Indebtedness in an amount not to exceed the greater of (x) $15.0 million and (y) 1.5% of Consolidated Tangible
Assets at the time of incurrence; 
 (15) Liens securing Non-Recourse Indebtedness of the Parent or any Restricted Subsidiary permitted to
be incurred under this Indenture; provided, that such Liens apply only to (a) the property financed out of the net proceeds of such Non-Recourse Indebtedness within 365 days after the incurrence of such Non-Recourse Indebtedness and
(b) Directly Related Assets; 
 (16) Liens securing Purchase Money Indebtedness permitted to be incurred under this Indenture; provided
that such Liens apply only to (a) the property acquired, constructed or improved with the proceeds of such Purchase Money Indebtedness within 365 days after the incurrence of such Purchase Money Indebtedness and (b) Directly Related
Assets; 
 (17) Liens securing Acquired Indebtedness permitted to be incurred under this Indenture; provided that the Liens do not extend to
assets not subject to such Lien at the time of acquisition (other than Directed Related Assets) and are no more favorable to the lienholders than those securing such Acquired Indebtedness prior to the incurrence of such Acquired Indebtedness by the
Parent or a Restricted Subsidiary; 
 (18) Liens on assets of a Person existing at the time such Person is acquired or merged with or into
or consolidated with the Parent or any such Restricted Subsidiary (and not created in anticipation or contemplation thereof); 








 
 22
 
  

 (19) Liens to secure Attributable Indebtedness permitted to be incurred under this Indenture;
provided that any such Lien shall not extend to or cover any assets of the Parent or any Restricted Subsidiary other than (a) the assets which are the subject of the Sale and Leaseback Transaction in which the Attributable Indebtedness is
incurred and (b) Directly Related Assets; 
 (20) Liens securing Indebtedness of Parent or its Restricted Subsidiaries in respect of
Indebtedness of a Joint Venture permitted to be incurred under this Indenture; provided that, with respect to such Indebtedness, such Liens do not extend to assets of Parent or its Restricted Subsidiaries other than (x) assets of the Joint
Venture or (y) the Equity Interests held by Parent or a Restricted Subsidiary in such Joint Venture to the extent that such Liens secure Indebtedness in respect of such Joint Venture owing to lenders who have also been granted Liens on assets
of such Joint Venture to secure Indebtedness of such Joint Venture; 
 (21) Liens to secure Refinancing Indebtedness which is incurred to
refinance any Indebtedness which has been secured by a Lien permitted under this Indenture and which has been incurred in accordance with the provisions of this Indenture; provided that in each case such Liens do not extend to any additional assets
(other than Directly Related Assets); 
 (22) attachment or judgment Liens not giving rise to a Default and which are being contested in
good faith by appropriate proceedings; 
 (23) easements, rights-of-way, dedications, covenants, conditions, restrictions, reservations,
assessment district and other similar charges or encumbrances not materially interfering with the ordinary course of business of the Parent and its Subsidiaries; 

(24) zoning restrictions, licenses, restrictions on the use of real property or minor irregularities in title thereto, which do not materially
impair the use of such real property in the ordinary course of business of the Parent and its Subsidiaries or the value of such real property for the purpose of such business; 

(25) Liens on Equity Interests in an Unrestricted Subsidiary to the extent that such Liens secure Indebtedness of such Unrestricted Subsidiary
owing to lenders who have also been granted Liens on assets of such Unrestricted Subsidiary to secure such Indebtedness; 
 (26) any right
of first refusal, right of first offer, option, contract or other agreement to sell an asset; provided such sale is not otherwise prohibited under this Indenture; 

(27) Liens for homeowner and property owner association developments and assessments; 

(28) Licenses of intellectual property granted in the ordinary course of business and not interfering in any material respect with the
ordinary conduct of 








 
 23
 
  

 
business of the Parent or any Restricted Subsidiary; 
 (29) pledges, deposits and
other Liens existing under, or required to be made in connection with (i) earnest money obligations, escrows or similar purpose undertakings or indemnifications in connection with any purchase and sale agreement, (ii) development
agreements or other contracts entered into with governmental authorities (or an entity sponsored by a governmental authority), in connection with the entitlement of real property or (iii) agreements for the funding of infrastructure, including
in respect of the issuance of community facility district bonds, metro district bonds, mello-roos bonds and subdivision improvement bonds, and similar bonding requirements arising in the ordinary course of business of a homebuilder 

(30) Liens, encumbrances or other restrictions not securing Indebtedness contained in any joint venture agreement entered into by the Parent
or any Restricted Subsidiary with respect to the equity interests issued by the relevant joint venture or the assets of such joint venture; 

(31) assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease of
property leased by the Parent or any Restricted Subsidiary, in each case with respect to the property so leased, and customary Liens and rights reserved in any lease for rent or for compliance with the terms of such lease; and 

(32) Liens on cash pledged to secure deductibles, retentions and other obligations to insurance providers in the ordinary course of business.

 “Person” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or
unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind. 

“Plan of Liquidation” with respect to any Person, means a plan that provides for, contemplates or the effectuation of which
is preceded or accompanied by (whether or not substantially contemporaneously, in phases or otherwise): (1) the sale, lease, conveyance or other disposition of all or substantially all of the assets of such Person otherwise than as an entirety
or substantially as an entirety; and (2) the distribution of all or substantially all of the proceeds of such sale, lease, conveyance or other disposition of all or substantially all of the remaining assets of such Person to creditors and
holders of Equity Interests of such Person. 
 “Preferred Stock”, as applied to the Capital Stock of any Person, means
Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over
shares of Capital Stock of any other class of such Person. 
 “principal” means, with respect to the Securities, the
principal of, and premium, if any, on the Securities. 








 
 24
 
  

 “Purchase Money Indebtedness” means Indebtedness, including Capitalized
Lease Obligations, of the Parent or any Restricted Subsidiary incurred for the purpose of financing all or any part of the purchase price of property, plant or equipment used in the business of the Parent or any Restricted Subsidiary or the cost of
installation, construction or improvement thereof; provided, however, that (1) the amount of such Indebtedness shall not exceed such purchase price or cost (including financing costs), (2) such Indebtedness shall not be secured by
any asset other than the specified asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property to which such asset is attached and Directly Related Assets and (3) such Indebtedness
shall be incurred within 365 days after such acquisition of such asset by the Parent or such Restricted Subsidiary or such installation, construction or improvement. 

“Qualified Equity Interests” means Equity Interests of the Parent other than Disqualified Equity Interests. 

“Quotation Agent” means the Reference Treasury Dealer selected by the Company. 

“Rating Agency” means each of Standard & Poor’s Ratings Group, Inc. and Moody’s Investors Service, Inc.
or, if Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or both shall cease to rate the Securities, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company
(as certified by a resolution of the Board of Directors) which shall be substituted for Standard & Poor’s Ratings Group, Inc. or Moody’s Investors Service, Inc. or both, as the case may be. 

“redeem” means to redeem, repurchase, purchase, defease, retire, discharge or otherwise acquire or retire for value; and
“redemption” shall have a correlative meaning. 
 “Reference Treasury Dealer” means Citigroup Global Markets
Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, and their successors and assigns and two other nationally recognized investment banking firms selected by the Company that are primary U.S. Government securities dealers. 

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day immediately preceding such redemption date. 
 “Refinancing Indebtedness”
means Indebtedness of the Parent or a Restricted Subsidiary issued in exchange for, or the proceeds from the issuance and sale or disbursement of which are used substantially concurrently to redeem or refinance in whole or in part, or constituting
an amendment of, any Indebtedness of the Parent or any Restricted Subsidiary (the “Refinanced Indebtedness”) in a principal amount not in excess of the principal amount of the Refinanced Indebtedness so repaid or amended (plus the
amount of any premium paid, accrued and unpaid interest and the amount of all fees and expenses incurred by the Parent or any 








 
 25
 
  

 
Restricted Subsidiary in connection therewith) (or, if such Refinancing Indebtedness refinances Indebtedness under a revolving credit facility or other agreement providing a commitment for
subsequent borrowings, with a maximum commitment not to exceed the maximum commitment under such revolving credit facility or other agreement); provided that: 

(1) if the Refinanced Indebtedness was subordinated to or pari passu with the Securities or the Security Guarantees, as the case may be, then
such Refinancing Indebtedness, by its terms, is expressly pari passu with (in the case of Refinanced Indebtedness that was pari passu with) or subordinated in right of payment to (in the case of Refinanced Indebtedness that was subordinated to) the
Securities or the Security Guarantees, as the case may be, at least to the same extent as the Refinanced Indebtedness; 
 (2) the
Refinancing Indebtedness is scheduled to mature either (a) no earlier than the Refinanced Indebtedness being repaid or amended or (b) after the maturity date of the Securities; 

(3) the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Securities has a
Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on
or prior to the maturity date of the Securities; and 
 (4) the Refinancing Indebtedness is secured only to the extent, if at all, and by
the assets, that the Refinanced Indebtedness being repaid, extended or amended is secured. 
 “Registration Rights
Agreement” means (1) with respect to the Initial Securities issued on the Issue Date, the Registration Rights Agreement dated as of the date hereof, among the Company, the guarantors party thereto and Citigroup Global Markets Inc. as
representative of the Initial Purchasers and (2) with respect to each issuance of Additional Securities issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among
the Company and the Persons purchasing such Additional Securities under the related Purchase Agreement. 
 “Restricted
Payment” means any of the following: 
 (1) the declaration or payment of any dividend or any other distribution on
Equity Interests of the Parent or any Restricted Subsidiary or any payment made to the direct or indirect holders (in their capacities as such) of Equity Interests of the Parent or any Restricted Subsidiary, including any payment in connection with
any merger or consolidation involving the Parent or the Company, but excluding (a) dividends or distributions payable solely in Qualified Equity Interests and (b) in the case of Restricted Subsidiaries, dividends or distributions payable
to the Parent or to a Restricted Subsidiary and pro rata dividends or distributions payable to minority stockholders of any Restricted Subsidiary; 

(2) the redemption of any Equity Interests of the Parent or any Restricted Subsidiary, including any payment in connection
with any merger or consolidation 








 
 26
 
  

 
involving the Parent or the Company, but excluding any such Equity Interests held by the Parent or any Restricted Subsidiary; 

(3) any Investment other than a Permitted Investment; or 

(4) any payment on or with respect to, or redemption of, any Subordinated Indebtedness of the Company or any Subsidiary
Guarantor (excluding any intercompany Indebtedness between or among the Parent and any of its Restricted Subsidiaries), except (i) a payment of interest or principal at the Stated Maturity thereof or (ii) the redemption of any such
Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or payment at final maturity, in each case due within one year of the date of purchase, repurchase or other acquisition 

“Restricted Subsidiary” means any Subsidiary of the Parent other than an Unrestricted Subsidiary. 

“Revolving Credit Facility” means the Credit Agreement, dated August 7, 2013, among the Company, the Parent, the
lenders from time to time party thereto and Credit Suisse AG, as administrative agent, as amended on July 3, 2014 and as may be further amended and supplemented from time to time. 

“Sale and Leaseback Transaction” means, with respect to any Person, an arrangement with any bank, insurance company or other
lender or investor or to which such lender or investor is a party, providing for the leasing by such Person of any asset of such Person which has been or is being sold or transferred by such Person to such lender or investor or to any Person to whom
funds have been or are to be advanced by such lender or investor on the security of such asset. 
 “SEC” means the U.S.
Securities and Exchange Commission. 
 “Secretary’s Certificate” means a certificate signed by the Secretary of the
Parent. 
 “Securities Act” means the U.S. Securities Act of 1933, as amended. 

“Security Guarantee” means the guarantee of the Securities executed by each Guarantor and the notation thereof executed
pursuant to the provisions of this Indenture. 
 “Significant Subsidiary” means (1) any Restricted Subsidiary (other
than the Company) that would be a “significant subsidiary” as defined in Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary (other than the
Company) that, when aggregated with all other Restricted Subsidiaries (other than the Company) that are not otherwise Significant Subsidiaries and as to which any event described in Section 6.01(7) or (8) has occurred and is continuing,
would constitute a Significant Subsidiary under clause (1) of this definition. 
 “Stated Maturity” means, with
respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision









 
 27
 
  

 
providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

 “Subordinated Indebtedness” means Indebtedness of the Company or any Guarantor that is subordinated in right of payment
to the Securities or the Security Guarantees, respectively. 
 “Subsidiary” means, with respect to any Person, any
corporation, limited liability company, partnership, association or other business entity that is or is required to be consolidated in the consolidated financial statements of such Person in accordance with GAAP. Unless otherwise specified,
“Subsidiary” refers to a Subsidiary of the Parent. 
 “Subsidiary Guarantor” means any Guarantor other than the
Parent. 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect
on the date of this Indenture. 
 “Trustee” means the party named as such in this Indenture until a successor replaces it
and, thereafter, means the successor. 
 “Trust Officer” means the Chairman of the Board, the President or any other
officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. 
 “Uniform
Commercial Code” means the New York Uniform Commercial Code as in effect from time to time. 
 “Unrestricted
Subsidiary” means (1) any Subsidiary that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Parent in accordance with Section 4.11 and (2) any Subsidiary of an
Unrestricted Subsidiary. 
 “U.S. Government Obligations” means direct non-callable obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged. 

“Voting Stock” with respect to any Person, means securities of any class of Equity Interests of such Person entitling the
holders thereof (whether at all times or only so long as no senior class of stock or other relevant equity interest has voting power by reason of any contingency) to vote in the election of members of the board of directors of such Person. 

“Weighted Average Life to Maturity” when applied to any Indebtedness at any date, means the number of years obtained by
dividing (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof
by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (2) the then outstanding principal amount of such Indebtedness. 








 
 28
 
  

 “Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary of which
100% of the Equity Interests (except for directors’ qualifying shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what
is required for such purpose) are owned directly by the Parent or through one or more Wholly-Owned Restricted Subsidiaries. 

“Wholly Owned Subsidiary” means a Subsidiary of which 100% of the Equity Interests (except for directors’ qualifying
shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what is required for such purpose) are owned directly by the Parent or
through one or more Wholly-Owned Subsidiaries. 








 
 29
 
  

 SECTION 1.02. Other Definitions. 

 

			
	Term	  	    Defined in    
Section
		
	 “Affiliate Transaction”
	  	4.07(a)
		
	 “Asset Sale Offer”
	  	4.06(c)
		
	 “Bankruptcy Law”
	  	6.01
		
	 “Change of Control Offer”
	  	4.10(b)
		
	 “covenant defeasance option”
	  	8.01(b)
		
	 “Custodian”
	  	6.01
		
	 “Designation”
	  	4.11
		
	 “Designation Amount”
	  	4.11
		
	 “Event of Default”
	  	6.01
		
	 “Excess Proceeds”
	  	4.06(c)
		
	 “Guaranteed Obligations”
	  	10.01
		
	 “legal defeasance option”
	  	8.01(b)
		
	 “Mortgage Subsidiary”
	  	4.03(b)(13)
		
	 “Paying Agent”
	  	2.03
		
	 “Permitted Indebtedness”
	  	4.03(b)
		
	 “Ratio Exception”
	  	4.03(a)
		
	 “Redesignation”
	  	4.11
		
	 “Registrar”
	  	2.03
		
	 “Reinstatement Date”
	  	4.08(b)
		
	 “Restricted Payments Basket”
	  	4.04(a)(3)
		
	 “Suspension Date”
	  	4.08(a)
		
	 “Successor”
	  	5.01(a)(1)
		
	 “Triggering Lien”
	  	4.12









 
 30
 
  

 SECTION 1.03. Incorporation by Reference of Trust Indenture Act This Indenture is
subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings: 

“Commission” means the SEC; 

“indenture securities” means the Securities and the Security Guarantees; 

“indenture security holder” means a Securityholder; 

“indenture to be qualified” means this Indenture; 

“indenture trustee” or “institutional trustee” means the Trustee; and 

“obligor” on the indenture securities means the Company, each Guarantor and any other obligor on the Securities. 

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule
have the meanings assigned to them by such definitions. 
 SECTION 1.04. Rules of Construction. Unless the context otherwise
requires: 
 (1) a term has the meaning assigned to it; 

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(3) “or” is not exclusive; 

(4) “including” means including without limitation; 

(5) words in the singular include the plural and words in the plural include the singular; 

(6) Indebtedness shall not be considered subordinate in right of payment to any other Indebtedness solely by virtue of being
unsecured, secured with a subset of the collateral securing such other Indebtedness or with different collateral, secured to a lesser extent or secured with lower priority, by virtue of structural subordination, by virtue of maturity date, order of
payment or order of application of funds, or by virtue of not being guaranteed by all guarantors of such other Indebtedness, and any subordination in right of payment must be pursuant to a written agreement or instrument; 








 
 31
 
  

 (7) the principal amount of any noninterest bearing or other discount
security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; 

(8) the principal amount of any Preferred Stock shall be (A) the maximum liquidation value of such Preferred Stock or
(B) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and 

(9) all references to the date the Securities were originally issued shall refer to the Issue Date. 

ARTICLE 2 
 THE SECURITIES

 SECTION 2.01. Form and Dating. Provisions relating to the Initial Securities, the Private Exchange Securities and the
Exchange Securities are set forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Securities and the
Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in, and expressly made a part of, this Indenture. The Exchange Securities, the Private Exchange Securities and
the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by
law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The
terms of the Securities set forth in the Appendix and Exhibit A are part of the terms of this Indenture. 
 SECTION 2.02.
Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. 
 If an
Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. 

A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security.
The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 
 On the Issue Date, the Trustee
shall authenticate and deliver $450,000,000 of 5.875% Senior Notes Due 2025 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in
such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be
authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional 








 
 32
 
  

 
Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. 

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the
terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and demands. 
 SECTION 2.03. Registrar and Paying Agent.
The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the
“Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent”
includes any additional paying agent. 
 The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or
co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any
such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Wholly Owned Restricted Subsidiary
incorporated or organized within The United States of America may act as Paying Agent, Registrar, co-registrar or transfer agent. 
 The
Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities. 
 SECTION 2.04. Paying Agent To
Hold Money in Trust. Prior to each due date of the principal and interest on any Security, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each
Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities
and shall notify the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at
any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section 2.04, the Paying Agent shall have no further liability for the money
delivered to the Trustee. 
 SECTION 2.05. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days
before each interest payment date and at such other times as the Trustee may request in writing, a list in such 








 
 33
 
  

 
form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders. 

SECTION 2.06. Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the
surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture
and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar
shall make the exchange as requested if the same requirements are met. Without the prior consent of the Company, the Registrar is not required (1) to register the transfer of or exchange any Security selected for redemption, (2) to
register the transfer of or exchange any Security for a period of 15 days before a selection of Securities to be redeemed or (3) to register the transfer or exchange of a Security between a record date and the next succeeding interest payment
date. 
 SECTION 2.07. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and
the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the
Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Security. 

Every replacement Security is an additional Obligation of the Company. 

SECTION 2.08. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. 

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Security is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code). 

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient
to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Securities (or portions thereof) cease to be outstanding and
interest on them ceases to accrue. 
 SECTION 2.09. Temporary Securities. Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have 








 
 34
 
  

 
variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities and
deliver them in exchange for temporary Securities. 
 SECTION 2.10. Cancellation. The Company at any time may deliver Securities to
the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and destroy (subject to the
record retention requirements of the Exchange Act) all Securities surrendered for registration of transfer, exchange, payment or cancellation and deliver a certificate of such destruction to the Company unless the Company directs the Trustee to
deliver canceled Securities to the Company. The Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation. 

SECTION 2.11. Defaulted Interest. If the Company defaults in a payment of interest on the Securities, the Company shall pay defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the Persons who are Securityholders on a subsequent special record date. The Company shall fix or cause to
be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each Securityholder a notice that states the special record date, the payment date and the amount of defaulted interest
to be paid. 
 SECTION 2.12. CUSIP Numbers, ISINs, etc. The Company in issuing the Securities may use “CUSIP” numbers,
ISINs and “Common Code” numbers (in each case if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders;
provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall advise the Trustee in writing of any change in any
“CUSIP” numbers, ISINs or “Common Code” numbers applicable to the Securities. 
 SECTION 2.13. Issuance of
Additional Securities. After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03, to issue Additional Securities under this Indenture, which Securities shall have identical terms as the Initial
Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. All the Securities issued under this Indenture shall be treated as a single class for all purposes of this Indenture including waivers, amendments,
redemptions and offers to purchase. 
 With respect to any Additional Securities, the Company shall set forth in a resolution of the Board
of Directors and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information: 








 
 35
 
  

 (1) the aggregate principal amount of such Additional Securities to be
authenticated and delivered pursuant to this Indenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities; 

(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided,
however, that a separate CUSIP number will be issued for any Additional Securities unless the Securities and the Additional Securities are fungible for U.S. federal income tax purposes; and 

(3) whether such Additional Securities shall be Initial Securities or shall be issued in the form of Exchange Securities as
set forth in Exhibit A. 
 ARTICLE 3 

REDEMPTION 
 SECTION
3.01. Notices to Trustee. If the Company elects to redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed and the
paragraph of the Securities pursuant to which the redemption will occur. 
 The Company shall give each notice to the Trustee provided for
in this Section at least 60 days before the redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers’ Certificate from the Company to the effect that such redemption will comply with
the conditions herein. 
 SECTION 3.02. Selection of Securities to Be Redeemed. If fewer than all the Securities are to be redeemed,
the Trustee shall select the Securities to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed; or if the Securities are not then listed on a national security
exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. The Trustee shall make the selection from outstanding Securities not previously called for redemption. The Trustee may select for redemption
portions of the principal of Securities that have denominations larger than $2,000. Securities and portions of them the Trustee selects shall be in principal amounts of $2,000 or any greater integral multiple of $1,000 thereof. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed. 

SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a date for redemption of Securities, the
Company shall mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to the redemption date if the
notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for
redemption shall not 








 
 36
 
  

 
impair or affect the validity of the redemption of any other Security redeemed in accordance with provisions of this Indenture. 

The notice shall identify the Securities to be redeemed and shall state: 

(1) the redemption date; 

(2) the redemption price; 

(3) the name and address of the Paying Agent; 

(4) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(5) if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the
particular Securities to be redeemed; 
 (6) that, unless the Company defaults in making such redemption payment, interest
on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date; 
 (7) the
“CUSIP” number, ISIN or “Common Code” number, if any, printed on the Securities being redeemed; 
 (8)
that no representation is made as to the correctness or accuracy of the “CUSIP” number, ISIN, or “Common Code” number, if any, listed in such notice or printed on the Securities; and 

(9) if the notice of redemption is subject to one or more conditions precedent as provided in Section 3.04, a statement
to that effect and a description of such condition or conditions. 
 At the Company’s request, the Trustee shall give the notice of
redemption in the Company’s name and at the Company’s expense. In such event, the Company shall provide the Trustee with the information required by this Section. 








 
 37
 
  

 SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed,
Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including
completion of a sale of securities or a Change of Control. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date (subject to the right of Holders
of record on the relevant record date to receive interest due on the related interest payment date), and such Securities shall be canceled by the Trustee. Failure to give notice or any defect in the notice to any Holder shall not affect the validity
of the notice to any other Holder. 
 SECTION 3.05. Deposit of Redemption Price. Prior to the redemption date, the Company shall
deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which have been delivered by the Company to the Trustee for cancellation. 

SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall execute and the
Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered. 

ARTICLE 4 
 COVENANTS 

SECTION 4.01. Payment of Securities. The Company shall promptly pay the principal of and interest on the Securities on the dates and
in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due. 
 The Company shall pay interest on overdue principal at the rate specified therefor in the Securities,
and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
 SECTION 4.02. Reports to
Holders. Whether or not required by the SEC, the Parent shall furnish to the Holders of Securities, within the time periods specified in the SEC’s rules and regulations (including any grace periods or extensions permitted by the SEC):
(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Parent were required to file these Forms, including a “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, an audit report on the annual financial statements by the Parent’s certified independent accountants and (2) all current
reports 








 
 38
 
  

 
that would be required to be filed with the SEC on Form 8-K if the Parent were required to file these reports. 

In addition, whether or not required by the SEC, the Parent shall file a copy of all of the information and reports referred to in clauses
(1) and (2) of this Section 4.02 with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept the filing) and make the information available to
securities analysts and prospective investors upon request. 
 At any time that there shall be one or more Unrestricted Subsidiaries that,
in the aggregate, hold more than 15.0% of Consolidated Tangible Assets, the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial
statements or in the footnotes thereto of the financial condition and results of operations of the Parent and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. 

In addition, for so long as any Securities remain outstanding, if at any time the Parent is not required to file with the SEC the reports
required by the preceding paragraphs, it shall furnish to the Holders of the Securities and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 

In addition, the Parent shall: (1) hold a quarterly conference call to discuss the information contained in the reports not later than
ten business days from the time Parent furnishes the reports to the trustee and (2) no fewer than three business days prior to the date of the conference call required to be held in accordance with clause (1) of this Section 4.02,
issue a press release to the appropriate U.S. wire services announcing the time and date of such conference call and directing the holders or beneficial owners of, and prospective investors in, the securities and securities analysts and market
makers to contact an individual at the Parent (for whom contact information shall be provided in such press release) to obtain the reports and information on how to access such conference call. 

The Company will also deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that,
to the signing Officers’ knowledge, no Default has occurred under this Indenture, or, if a Default has occurred, what action the Company and/or Guarantors are taking or propose to take with respect thereto. 

SECTION 4.03. Limitations on Additional Indebtedness. (a) The Parent shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, incur any Indebtedness; provided, however, Parent, the Company or any Subsidiary Guarantor may incur additional Indebtedness (including Acquired Indebtedness) if no Default shall have occurred and be continuing at
the time of or as a consequence of the incurrence of the Indebtedness and if, after giving effect thereto, either (a) the Consolidated Fixed Charge Coverage Ratio would be at least 2.00 to 1.00 or (b) the ratio of Consolidated Indebtedness
to Consolidated Tangible Net Worth would be less than 3.00 to 1.00 (either (a) or (b), the “Ratio Exception”)).  








 
 39
 
  

 (b) Notwithstanding Section 4.03(a), so long as no Default shall have occurred and be
continuing at the time of or as a consequence of the incurrence of the following Indebtedness, each of the following shall be permitted (the “Permitted Indebtedness”): 

(1) the incurrence by the Company or any Subsidiary Guarantor (and the Guarantee thereof by the Parent, the Company or any
such Subsidiary Guarantor) of Indebtedness (including Refinancing Indebtedness) under Credit Facilities in an aggregate principal amount at any one time outstanding under this Section 4.03(b)(1) (with letters of credit being deemed to have a
principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of $200,000,000 and 20% of Consolidated Tangible Assets; 

(2) the Securities and the Security Guarantees issued on the Issue Date and the Exchange Securities and Security Guarantees
issued in exchange therefor; 
 (3) Indebtedness of the Parent, the Company and the Guarantors to the extent outstanding on
the Issue Date (other than Indebtedness referred to in Section 4.03(b) (1) and (2)); 
 (4) Indebtedness of the
Parent and the Restricted Subsidiaries under Hedging Obligations; provided that (a) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by this Section 4.03, and (b) the notional
principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate; 

(5) Indebtedness of the Parent owed to a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to the
Parent or any other Restricted Subsidiary; provided, however, that (a) any Indebtedness of the Parent or the Company owed to a Restricted Subsidiary that is not a Subsidiary Guarantor is unsecured and subordinated, pursuant to a written
agreement, to the Parent or the Company’s obligations under this Indenture and the Securities and (b) upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the
Parent or a Restricted Subsidiary, such Restricted Subsidiary shall be deemed to have incurred Indebtedness not permitted by this Section 4.03(b)(5); 

(6) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Parent or any Restricted
Subsidiary in the ordinary course of business, including guarantees or obligations of the Parent or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an
obligation for money borrowed); 
 (7) Purchase Money Indebtedness incurred by the Parent or any Restricted Subsidiary, in
an aggregate amount not to exceed at any time outstanding $25,000,000; 
 (8) Non-Recourse Indebtedness of the Parent or any
Restricted Subsidiary incurred for the acquisition, development and/or improvement of real property and secured by Liens only on such real property and Directly Related Assets; 








 
 40
 
  

 (9) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished
within five Business Days of incurrence; 
 (10) Indebtedness arising in connection with endorsement of instruments for
deposit in the ordinary course of business; 
 (11) Refinancing Indebtedness with respect to Indebtedness incurred pursuant
to the Ratio Exception, Section 4.03(b) (2) or (3) or this Section 4.03(b)(11); 
 (12) the guarantee by
the Parent or any Restricted Subsidiary of Indebtedness (other than Indebtedness incurred pursuant to Section 4.03(b)(8), (13) or (16) or, in the case of the guarantee by a Restricted Subsidiary that is not a Guarantor, pursuant to
the Ratio Exception or Section 4.03(b)(1)) of a Restricted Subsidiary, in the case of the Parent, or of the Parent, Company or another Restricted Subsidiary, in the case of a Restricted Subsidiary, in either case, that was permitted to be
incurred by another provision of this Section 4.03; 
 (13) Indebtedness of any Restricted Subsidiary engaged primarily
in the mortgage origination and lending business (a “Mortgage Subsidiary”) under warehouse lines of credit and repurchase agreements, and Indebtedness secured by mortgage loans and related assets of such Restricted Subsidiary, in
each case incurred in the ordinary course of such business; provided that the only legal recourse for collection of obligations owing on such Indebtedness is against such Restricted Subsidiary, any other Mortgage Subsidiary and their respective
assets; 
 (14) (x) Indebtedness of the Parent, the Company or any Subsidiary Guarantor incurred to finance an
acquisition or merger or (y) Acquired Indebtedness of the Parent, the Company or any Restricted Subsidiary; provided, however, that in either case, after giving effect to the transactions that result in the incurrence or issuance
thereof, on a pro forma basis, (a) the Parent would have been able to incur at least $1.00 of additional Indebtedness pursuant to the Ratio Exception, (b) the Consolidated Fixed Charge Coverage Ratio of the Parent is greater than such
ratio immediately prior to such acquisition or merger, or (c) the ratio of Consolidated Indebtedness to Consolidated Tangible Net Worth of the Parent is less than such ratio immediately prior to such acquisition or merger; 

(15) Indebtedness of the Parent, Company or any Subsidiary Guarantor in an aggregate amount not to exceed the greater of
$40,000,000 and 4.0% of Consolidated Tangible Assets at any time outstanding; and 
 (16) (x) Security Guarantees by
Parent or any of its Restricted Subsidiaries in respect of Indebtedness incurred by Joint Ventures, and (y) GP Indebtedness of Parent or its Restricted Subsidiaries in respect of Joint Ventures, in an aggregate amount at any









 
 41
 
  

 
time outstanding under this Section 4.03(b)(16) not to exceed the greater of $40,000,000 and 4% of Consolidated Tangible Assets at the time of incurrence. 

(c) For purposes of determining compliance with this Section 4.03, in the event that an item of Indebtedness meets the criteria of more
than one of the categories of Permitted Indebtedness described in Section 4.03(b)(1) through (16) or is entitled to be incurred pursuant to the Ratio Exception, the Parent shall, in its sole discretion, classify such item of Indebtedness
and may divide and classify such Indebtedness in more than one of the types of Indebtedness described. 
 SECTION 4.04. Limitations on
Restricted Payments . (a) The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, make any Restricted Payment unless: 

(1) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to
such Restricted Payment; 
 (2) immediately after giving effect to such Restricted Payment, the Parent could incur at least
$1.00 of additional Indebtedness pursuant to the Ratio Exception; and 
 (3) the amount of such Restricted Payment, when
added to the aggregate amount of all other Restricted Payments made after November 8, 2012 (other than Restricted Payments made pursuant to Section 4.04(b) (2), (3), (4), (5), (6), or (7)), does not exceed the sum (the “Restricted
Payments Basket”) of (without duplication): 
 (A) 50% of Consolidated Net Income for the period (taken as one
accounting period) from October 1, 2012 to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (or, if such Consolidated Net Income
shall be a deficit, minus 100% of such aggregate deficit), plus 
 (B) 100% of the aggregate net cash proceeds or the Fair
Market Value (as determined by the Board of Directors of Parent) of any assets to be used in a Permitted Business received by the Parent either (x) as contributions to the common equity of the Parent after November 8, 2012 or (y) from
the issuance and sale of Qualified Equity Interests after November 8, 2012, plus 
 (C) the aggregate amount by which
Indebtedness of the Parent or any Restricted Subsidiary is reduced on the Parent’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Parent) of Indebtedness issued subsequent to November 8, 2012 into
Qualified Equity Interests (less the amount of any cash, or the fair value of assets, distributed by the Parent or any Restricted Subsidiary upon such conversion or exchange), plus 

(D) in the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made
after November 8, 2012, an amount (to the extent not included in the computation of Consolidated Net Income) equal to the lesser of (i) the return of capital with respect to such 








 
 42
 
  

 
Investment and (ii) the amount of such Investment that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus 

(E) upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market
Value of the Parent’s proportionate interest in such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of the Parent’s Investments in such Subsidiary to the extent such Investments reduced the amount
available for subsequent Restricted Payments under this Section 4.04(a)(E) and were not previously repaid or otherwise reduced, plus 

(F) 100% of the principal amount of, or, if issued at a discount, the accreted value of, any guarantee by the Parent or any
Restricted Subsidiary incurred after November 8, 2012 that is subsequently released (other than due to a payment on such guarantee), but only to the extent that such guarantee was treated as a Restricted Payment pursuant to this paragraph
(a) when made. 
 (b) The provisions of Section 4.04(a) shall not prohibit: 

(1) the payment by the Parent or any Restricted Subsidiary of any dividend or similar distribution within 60 days after the
date of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Indenture; 

(2) the making of any Restricted Payment in exchange for, or out of the proceeds of the substantially concurrent issuance and
sale of, Qualified Equity Interests (other than to the Parent or any of its Subsidiaries); 
 (3) the repurchase,
redemption, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Parent or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing
Indebtedness permitted to be incurred under Section 4.03 and the other terms of this Indenture; 
 (4) the repurchase,
redemption, defeasance or other acquisition or retirement for value of Equity Interests of the Parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their
estates), upon their bankruptcy or petition for bankruptcy, death, disability, retirement, severance or termination of employment or service or any other repurchase event set forth in a written agreement between Parent and such individual evidencing
such Equity Interest as of the Issue Date; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $4,000,000 during any calendar year; 

(5) repurchases of Equity Interests deemed to occur upon the exercise of stock options or stock appreciation rights if the
Equity Interests represents a portion of the exercise price thereof; 








 
 43
 
  

 (6) the repurchase of Equity Interests upon vesting of restricted stock,
restricted stock units, performance share units or similar equity incentives to satisfy tax withholding or similar tax obligations with respect thereto; or 

(7) Restricted Payments in an aggregate amount, when taken together with all Restricted Payments made pursuant to this
Section 4.04(b)(7) and then outstanding, does not exceed $20,000,000. 
 provided that no issuance and sale of Qualified Equity Interests pursuant to
Section 4.04(b)(2) or (3) shall increase the Restricted Payments Basket, except to the extent the proceeds thereof exceed the amounts used to effect the transactions described therein. 

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Parent or a Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment. 

SECTION 4.05. Limitations on Dividend and Other Restrictions Affecting Restricted Subsidiaries . The Parent shall not, and shall not
permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than the Company)
to: 
 (1) pay dividends or make any other distributions on or in respect of its Equity Interests; 

(2) make loans or advances or pay any Indebtedness or other obligation owed to the Parent or any other Restricted Subsidiary;
or 
 (3) transfer any of its assets to the Parent or any other Restricted Subsidiary; 

except for: 

(A) encumbrances or restrictions existing under or by reason of applicable law; 

(B) encumbrances or restrictions existing under this Indenture, the Securities and the Security Guarantees; 

(C) non-assignment provisions of any contract or any lease entered into in the ordinary course of business; 

(D) encumbrances or restrictions existing under agreements existing on the Issue Date as in effect on the Issue Date and
encumbrances or restrictions applicable to Restricted Subsidiaries existing under any Credit Facility pursuant to which Indebtedness has been incurred under Section 4.03(b)(1); 








 
 44
 
  

 (E) restrictions on the transfer of assets subject to any Lien permitted
under this Indenture imposed by the holder of such Lien; 
 (F) restrictions on the transfer of assets imposed under any
agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; 
 (G) any
instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the assets of any Person, other than the Person or the assets so acquired; 

(H) encumbrances or restrictions arising in connection with Refinancing Indebtedness; provided, however, that
any such encumbrances and restrictions are not materially more restrictive than those contained in the agreements creating or evidencing the Indebtedness being refinanced; 

(I) customary provisions in leases, licenses, partnership agreements, limited liability company organizational governance
documents, joint venture agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of leasehold interests or ownership interests in such partnership, limited liability company, joint venture
or similar Person; 
 (J) Purchase Money Indebtedness incurred in compliance with Section 4.03 to the extent they
impose restrictions of the nature described in Section 4.05(3) on the assets acquired; 
 (K) Non-Recourse
Indebtedness incurred in compliance with Section 4.03 to the extent they impose restrictions of the nature described in Section 4.05(3) on the assets secured by such Non-Recourse Indebtedness or on the Equity Interests in the Person
holding such assets; 
 (L) customary restrictions in other Indebtedness incurred in compliance with Section 4.03;
provided that such restrictions, taken as a whole, are, in the good faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those contained in the existing
agreements referenced in clause (D) of this Section 4.05; 
 (M) restrictions on cash or other deposits or net worth
imposed by customers under contracts entered into in the ordinary course of business; and 
 (N) any encumbrances or
restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (M) of this Section 4.05; provided that such amendments or refinancings are, in the good
faith judgment of the Parent’s board of directors, no more materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. 








 
 45
 
  

 SECTION 4.06. Limitations on Asset Sales. (a) The Parent shall not, and shall
not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless: (1) the Parent or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the
assets included in such Asset Sale and (2) at least 70% of the total consideration received in such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents. 

For the purposes of this Section 4.06(a), the following are deemed to be cash: (i) the amount (without duplication) of any
Indebtedness (other than Subordinated Indebtedness) of the Parent or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Parent or such Restricted Subsidiary, as the case may be, is
unconditionally released by the holder of such Indebtedness; (ii) the amount of any obligations received from such transferee that are within 90 days converted by the Parent or such Restricted Subsidiary to cash (to the extent of the cash
actually so received); and (iii) the Fair Market Value of any assets (other than securities, unless such securities represent Equity Interests in an entity engaged solely in a Permitted Business, such entity becomes a Restricted Subsidiary and
the Parent or a Restricted Subsidiary acquires voting and management control of such entity) received by the Parent or any Restricted Subsidiary to be used by it in the Permitted Business. If at any time any non-cash consideration received by the
Parent or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the
date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.06. 

(b) In the event that the Parent or any Restricted Subsidiary engages in an Asset Sale, the Parent or such Restricted Subsidiary shall, no
later than 360 days following the receipt of the Net Available Proceeds, apply all or any of the Net Available Proceeds therefrom (1) to permanently repay, prepay, redeem or repurchase (x) Obligations under Indebtedness secured by
Permitted Liens pursuant to clauses (13), (14), (16), and (17) of the definition of “Permitted Liens” (whose commitments shall be correspondingly reduced permanently upon such repayment or prepayment), (y) Obligations under the
Securities or any other Pari Passu Indebtedness of the Parent or any Restricted Subsidiary of the Company; provided that if the Parent or any such Restricted Subsidiary shall so repay or prepay any such other Pari Passu Indebtedness, the
Parent will reduce Obligations under the Securities on a pro rata basis (based on the amount so applied to such repayments or prepayments) by, at their option, (A) redeeming notes as described under Section 5 of the
Securities, (B) making an offer (in accordance with the procedures set forth in Section 4.06(c) and (d) for an Asset Sale Offer) to all Holders to purchase their Securities at least 100% of the principal amount thereof, plus the
amount of accrued but unpaid interest, if any, thereon up to the principal amount of Securities to be repurchased or (C) purchasing Securities through privately negotiated transactions or open market purchases, in a manner that complies with
this Indenture and applicable securities law, at a price not less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; or (z) Indebtedness of a Restricted Subsidiary of the Company that is
not a Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary of the Company; (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect
to any such acquisition of Capital Stock, the Permitted Business 








 
 46
 
  

 
is or becomes a Restricted Subsidiary of the Company; (3) to make a capital expenditure; (4) to acquire Additional Assets or improve or develop existing assets to be used in a Permitted
Business; or (5) to make any combination of the foregoing payments, redemptions, repurchases or investments. Pending the final application of any Net Available Proceeds, the Company may temporarily reduce revolving credit borrowings or
otherwise invest the Net Available Proceeds in any manner that is not prohibited by this Indenture. 
 (c) Any Net Available Proceeds from
Asset Sales that are not applied or invested as provided in Section 4.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15,000,000, the Parent shall, or shall cause the Company to, make an
Asset Sale Offer to all Holders of Securities and if the Company elects (or is required by the terms of such other Pari Passu Indebtedness), all holders of other Pari Passu Indebtedness (an “Asset Sale Offer”) to purchase the maximum
aggregate principal amount of Securities and such Pari Passu Indebtedness, in denominations of $2,000 initial principal amount and multiples of $1,000 in excess thereof, that may be purchased with an amount equal to the Excess Proceeds at an offer
price in cash in an amount not less than 100% of the principal amount thereof, or, in the case of Pari Passu Indebtedness represented by securities sold at a discount, not less than the amount of the accreted value thereof at such time, plus accrued
and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. In the event that the Parent or any Restricted Subsidiary of the Company prepays any Pari Passu Indebtedness that is
outstanding under a revolving credit or other committed loan facility pursuant to an Asset Sale Offer, the Parent or such Restricted Subsidiary shall cause the related loan commitment to be reduced in an amount equal to the principal amount so
prepaid. After the completion of an Asset Sale, the Parent and its Restricted Subsidiaries may make an Asset Sale Offer prior to the time they are required to do so by the first sentence of this paragraph. If the Parent or any Restricted Subsidiary
completes such an Asset Sale Offer with respect to any Net Available Proceeds, the Company and its Restricted Subsidiaries shall be deemed to have complied with this Section 4.06 with respect to the application of such Net Available Proceeds,
and any such Net Available Proceeds remaining after completion of such Asset Sale Offer may be used by the Parent and its Restricted Subsidiaries for any purpose not prohibited by this Indenture. If any Excess Proceeds remain after consummation of
an Asset Sale Offer, the Parent and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not provided by this Indenture. If the aggregate principal amount of Securities and other Pari Passu Indebtedness tendered into such Asset
Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the Securities and such other Pari Passu Indebtedness to be purchased on a pro rata basis based on the aggregate principal amount of the Securities and the other Pari
Passu Indebtedness to be purchased validly tendered and not withdrawn. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 

(d) The Parent shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Securities pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this
Section 4.06, the Parent shall comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.06 by virtue of such compliance. 








 
 47
 
  

 SECTION 4.07. Limitations on Transactions with Affiliates. (a) The Parent shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into
any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the
Parent or the relevant Restricted Subsidiary than those that could be obtained in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent or
that Restricted Subsidiary and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $7,500,000, an
Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with Section 4.07(a)(1) and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent
Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $25,000,000 or more, the certificates described in
4.07(a)(2)(a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate
Transaction, in either case, issued by an Independent Financial Advisor. 
 (b) The provisions of Section 4.07(a) shall not apply to
(1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted
Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and
indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of
any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent);
(4) any Permitted Investment (other than any Permitted Investment made in accordance with clause (1)(b), clause (14) or clause (15) of the definition of “Permitted Investments” to the extent that such Permitted Investment
under clause (14) or clause (15) is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity
Interests in the Parent)); (5) any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in
Section 4.07(a)(1)) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.04(a) or Section 4.04(b)(1), (4)-(7); (7) licensing of trademarks to, and allocation of
overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint
Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) issuances, sales or other
dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate. 








 
 48
 
  

 SECTION 4.08. Effectiveness of Covenants. 

(a) The first day (such date, a “Suspension Date”) on which: 

(1) the Notes have an Investment Grade Rating from both of the Rating Agencies; and 

(2) no Default has occurred and is continuing under the Indenture, the covenants listed below will be suspended and the
Parent, the Company and their Restricted Subsidiaries will not be subject to the provisions of Section 4.03, 4.04, 4.05, 4.06, 4.07, 4.11, 4.13 (but only with respect to any Person that is required to become a Guarantor on or after the date of
the commencement of the applicable Suspension Date), and 5.01(a)(3) (collectively, the “Suspended Covenants”). 
 (b) If
at any time the Notes’ credit rating is below an Investment Grade Rating by any Rating Agency, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”)
and be applicable pursuant to the terms of the Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of the Indenture), unless and until the Notes subsequently attain an Investment
Grade Rating from both of the Rating Agencies and no Default is in existence and continuing at such time (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating from both
of the Rating Agencies); provided, however, that no Default or breach of any kind shall be deemed to exist under the Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Parent,
the Company nor any of their Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), regardless of whether such actions or events would have been permitted if the applicable
Suspended Covenants had remained in effect during such period. The period of time between the Suspension Date and the Reinstatement Date is referred to as the “Suspension Period.” 

(c) On the Reinstatement Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred pursuant to
Section 4.03(a) or 4.03(b) (in each case to the extent such Indebtedness would be permitted to be incurred thereunder as of the Reinstatement Date and after giving effect to Indebtedness incurred prior to the Suspension Period and outstanding
on the Reinstatement Date). To the extent such Indebtedness would not be so permitted to be incurred pursuant to Section 4.03(a) or (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified under
Section 4.03(b)(3). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though the covenant described under Section 4.04 had been in effect since
the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.04(a). Notwithstanding the foregoing, no
default or Event of Default will be deemed to have occurred solely by reason of a Restricted Payment made during the Suspension Period. 








 
 49
 
  

 (d) During any period when the Suspended Covenants are suspended, the Board of Directors of
the Parent may not designate any of the Parent’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture. 
 (e) Promptly
following the occurrence of any Suspension Date or Reinstatement Date, the Parent will provide an Officers’ Certificate to the Trustee regarding such occurrence. The Trustee shall have no obligation to independently determine or verify if a
Suspension Date or Reinstatement Date has occurred or notify the Holders of any Suspension Date or Reinstatement Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder of the Notes upon written request. 

SECTION 4.09. Conduct of Business. The Parent shall not, and shall not permit any Restricted Subsidiary, to engage in any business
other than the Permitted Business and businesses necessary, reasonably related or ancillary thereto. 
 SECTION 4.10. Change of
Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require that the Company repurchase such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof on the
date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the terms
contemplated in Section 4.10(b). 
 (b) Within 30 days following any Change of Control, the Company shall mail a notice to each
Holder with a copy to the Trustee (the “Change of Control Offer”) stating: 
 (1) that a Change of Control
has occurred and that such Holder has the right to require the Company to purchase such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if
any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date); 

(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to pro
forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control); 

(3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is
mailed); and 
 (4) the instructions, as determined by the Company, consistent with this Section, that a Holder must follow
in order to have its Securities purchased. 
 (c) Holders electing to have a Security purchased will be required to surrender the Security,
with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not
later than one Business Day prior to the purchase date, a facsimile transmission or letter setting forth the name of the Holder, 








 
 50
 
  

 
the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Security purchased. 

(d) On the purchase date, all Securities purchased by the Company under this Section shall be delivered by the Company to the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto. 

(e) Notwithstanding any other provision of this Indenture, the Company shall not be required to make a Change of Control Offer following a
Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section applicable to a Change of Control Offer made by the Company and purchases
all Securities validly tendered and not withdrawn under such Change of Control Offer or if notice of redemption has been given pursuant to Section 5 of the Securities. 

(f) A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive
agreement is in place for the Change of Control at the time of making of the Change of Control Offer. 
 (g) The Company shall comply, to
the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.10. To the extent that the provisions
of any securities laws or regulations conflict with provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this
Section 4.10 by virtue of its compliance with such securities laws or regulations. 
 SECTION 4.11. Limitations on Designation of
Unrestricted Subsidiaries. The Parent may designate any Subsidiary of the Parent (other than the Company) as an “Unrestricted Subsidiary” under this Indenture (a “Designation”) only if (1) no Default shall have
occurred and be continuing at the time of or after giving effect to such Designation and (2) the Parent would be permitted to make, at the time of such Designation, (a) a Permitted Investment or (b) an Investment pursuant to
Section 4.04, in either case, in an amount (the “Designation Amount”) equal to the Fair Market Value of the Parent’s proportionate interest in such Subsidiary on such date. 

No Subsidiary shall be Designated as an “Unrestricted Subsidiary” unless: (1) neither the Company nor any of its other
Subsidiaries (other than Unrestricted Subsidiaries) (x) provides any direct or indirect credit support for any Indebtedness of such Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or (y) is
directly or indirectly liable for any Indebtedness of such Subsidiary other than, in each case, such Investments as are permitted pursuant to Section 4.04; (2) such Subsidiary is not party to any agreement, contract, arrangement or
understanding with the Parent or any Restricted Subsidiary unless the terms of the agreement, contract, arrangement or understanding (x) are no less favorable to the Parent or the Restricted Subsidiary than those that would be reasonably
expected to be obtained at the time from Persons who are not Affiliates of the Parent or such Restricted Subsidiary or (y) would be permitted as (a) an Affiliate Transaction under and in compliance









 
 51
 
  

 
with Section 4.07, (b) an Asset Sale under and in compliance with Section 4.06, (c) a Permitted Investment or (d) an Investment under and in compliance with
Section 4.04; (3) such Subsidiary is a Person with respect to which neither the Parent nor any Restricted Subsidiary has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or
preserve the Person’s financial condition or to cause the Person to achieve any specified levels of operating results; and (4) such Subsidiary has not guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Parent or any Restricted Subsidiary, except for any guarantee given solely to support the pledge by the Parent or any Restricted Subsidiary of the Equity Interest of such Unrestricted Subsidiary, which guarantee is not recourse
to the Parent or any Restricted Subsidiary, and except to the extent the amount thereof constitutes a Restricted Payment permitted pursuant to Section 4.04. 

If, at any time after the Designation, any Unrestricted Subsidiary fails to meet the requirements set forth in the preceding paragraph, it
shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if
the Indebtedness is not permitted to be incurred under Section 4.03 or the Lien is not permitted under Section 4.12, the Parent shall be in default of the applicable covenant. 

The Parent may not Designate the Company as an Unrestricted Subsidiary. As of the Issue Date, the following subsidiaries of the Parent shall
be deemed to be Unrestricted Subsidiaries of Parent: Designated Duxford Title Reinsurance Company, Cerro Plata Associates, LLC, Silver Creek Preserve, Nobar Water Company and Horsethief Canyon Partners. 

The Parent may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if (1) no
Default shall have occurred and be continuing at the time of and after giving effect to such Redesignation and (2) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation
would, if incurred or made at such time, have been permitted to be incurred or made for all purposes of this Indenture. 
 All Designations
and Redesignations must be evidenced by resolutions of the Board of Directors of the Parent delivered to the Trustee and certifying compliance with the foregoing provisions. 

SECTION 4.12. Limitations on Liens. The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
create, incur, assume or permit or suffer to exist any Lien (a “Triggering Lien”) of any nature whatsoever against any assets now owned or hereafter acquired by the Parent or such Restricted Subsidiary (including Equity Interests of
a Restricted Subsidiary), or any proceeds, income or profits therefrom securing any Indebtedness, except Permitted Liens, unless all payments due under this indenture and the Securities (or under a Security Guarantee in the case of Liens of a
Guarantor) are secured on an equal and ratable basis (or on a superior basis, in the event the other Indebtedness is Subordinated Indebtedness) with the obligations so secured until such time as such obligations are no longer secured by a Triggering
Lien. 








 
 52
 
  

 SECTION 4.13. Additional Security Guarantees. If, after the Issue Date, (a) the
Parent or any Restricted Subsidiary shall acquire or create another Wholly Owned Restricted Subsidiary (other than (i) a Subsidiary that has been designated an Unrestricted Subsidiary, and (ii) any Subsidiary that is a project-financed
special purpose entity) or (b) any Unrestricted Subsidiary is redesignated a Wholly Owned Restricted Subsidiary, then, in each such case, to the extent such Wholly Owned Subsidiary has guaranteed any Indebtedness of Parent, Company or any
Subsidiary Guarantor and such Security Guarantee is then outstanding, the Parent shall cause such Restricted Subsidiary to (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the
Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Securities and this Indenture and (b) a notation of guarantee in respect of its Security Guarantee; and
(2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation
of such Restricted Subsidiary in accordance with its terms. 
 SECTION 4.14. Compliance Certificate. The Company shall deliver to
the Trustee within 90 days after the end of each fiscal year of the Company an Officers’ Certificate stating that, to the signing Officers’ knowledge, no Default has occurred under this Indenture, or, if a Default has occurred, what
action the Company and/or the Guarantors are taking or propose to take with respect thereto. The Company also shall comply with TIA § 314(a)(4). 

SECTION 4.15. Further Instruments and Acts. Upon request of the Trustee, the Parent or Company will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 

ARTICLE 5 
 SUCCESSOR
COMPANY 
 SECTION 5.01. When Company May Merge or Transfer Assets. (a) Neither the Parent nor the Company will, directly
or indirectly, in a single transaction or a series of related transactions, (a) consolidate or merge with or into any Person (other than a merger that satisfies the requirements of Section 5.01(a)(1) with a Wholly Owned Restricted
Subsidiary solely for the purpose of changing the Parent’s or the Company’s jurisdiction of incorporation, as the case may be, to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all
or substantially all of the assets of the Parent or the Parent and the Restricted Subsidiaries (taken as a whole) or the Company or the Company and the Restricted Subsidiaries that are Subsidiaries of the Company (taken as a whole), as the case may
be, to any Person or (b) adopt a Plan of Liquidation unless, in either case: 
 (1) Either (a) the Parent or the
Company, as the case may be, will be the surviving or continuing Person or (b) the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan
of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation or limited liability company organized and existing under the laws of any State of the United States of America or the









 
 53
 
  

 
District of Columbia, and the Successor expressly assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of the Company or the Parent, as the
case may be, under the Securities or the Parent’s Security Guarantee, as applicable, and this Indenture; provided that, in the case of the Company, at any time the Successor is a limited liability company, there shall be a co-issuer of
the Securities that is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia; 

(2) immediately prior to and immediately after giving effect to such transaction and the assumption (if applicable) of the
obligations as set forth in Section 5.01(a)(1)(b) and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; and 

(3) immediately after and giving effect to such transaction and the assumption (if applicable) of the obligations set forth in
Section 5.01(a)(1)(b) and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, (a) the Parent or the Successor, as the case may be, could incur $1.00 of
additional Indebtedness pursuant to the Ratio Exception, (b) the Consolidated Fixed Charge Coverage Ratio of the Parent or the Successor is greater than such ratio for Parent immediately prior to such transaction, or (c) the ratio of
Consolidated Indebtedness to Consolidated Tangible Net Worth of the Parent or the Successor is less than such ratio for Parent immediately prior to such transaction. 

For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Parent or the Company, as the
case may be, immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction. 
 (b) No
Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, whether or not affiliated with such Subsidiary Guarantor, unless (1) either, (a) such
Subsidiary Guarantor will be the surviving or continuing Person or (b) the Person formed by or surviving any such consolidation or merger assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the
obligations of such Subsidiary Guarantor under the Security Guarantee of such Subsidiary Guarantor and this Indenture; and (2) immediately after giving effect to such transaction no Default shall have occurred and be continuing. 

Notwithstanding the foregoing, (a) any Restricted Subsidiary (other than the Company) may merge into the Parent or another Restricted
Subsidiary and (b) the requirements of the immediately preceding paragraph will not apply to any transaction pursuant to which such Guarantor is permitted to be released from its Security Guarantee in accordance with the provisions described
under Section 10.07. 
 For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single
transaction or series of transactions) of all or substantially all of the assets of one or more Restricted Subsidiaries, the Equity Interests of which constitute all or substantially all of the assets of the Parent or the Company, will be deemed to
be the transfer of all or substantially all of the assets of the Parent or the Company, as the case may be. 








 
 54
 
  

 Upon any consolidation, combination or merger of the Company or a Guarantor, or any transfer
of all or substantially all of the assets of the Parent or the Company in accordance with the foregoing, in which the Company or such Guarantor is not the continuing obligor under the Securities or its Security Guarantee, the surviving entity formed
by such consolidation or into which the Company or such Guarantor is merged or to which the conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor under
this Indenture, the Securities and the Security Guarantees with the same effect as if such surviving entity had been named therein as the Company or such Guarantor and, except in the case of a conveyance, transfer or lease, the Company or such
Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Securities or in respect of its Security Guarantee, as the case may be, and all of the Company’s or such Guarantor’s other
obligations and covenants under the Securities, this Indenture and its Security Guarantee, if applicable. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 

SECTION 6.01. Events of Default. Each of the following is an “Event of Default”: 

(1) failure by the Company to pay interest on any of the Securities when it becomes due and payable and the continuance of any
such failure for 30 days; 
 (2) failure by the Company to pay the principal on any of the Securities when it becomes due
and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise; 
 (3) failure by
the Parent or the Company to comply with any of its agreements or covenants described in Section 5.01; 
 (4) failure
by the Parent or the Company to comply with any other agreement or covenant in this Indenture and continuance of this failure for 60 days after written notice of the failure has been given to the Company by the Trustee or by the Holders of at least
25% of the aggregate principal amount of the Securities then outstanding; 
 (5) default under any mortgage, indenture or
other instrument or agreement under which there may be issued or by which there may be secured or evidenced Indebtedness (other than Non-Recourse Indebtedness) of the Parent or any Restricted Subsidiary, whether such Indebtedness now exists or is
incurred after the Issue Date, which default (a) is caused by a failure to pay when due principal on such Indebtedness within the applicable express grace period, or (b) results in the acceleration of such Indebtedness prior to its express
final maturity, and in each case the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in 6.01(5) (a) or (b) has occurred and is continuing, aggregates $20,000,000 or more;
provided, however, that if any such default is cured or waived or any acceleration rescinded or such Indebtedness is repaid within a period of ten (10) days from the 








 
 55
 
  

 
continuation of such default beyond any applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default under this Indenture and any consequential
acceleration of the Securities shall automatically be rescinded so long as such rescission does not conflict with any judgment or decree; 

(6) one or more judgments or orders that exceed $20,000,000 in the aggregate (net of amounts covered by insurance or bonded)
for the payment of money have been entered by a court or courts of competent jurisdiction against the Parent or any Restricted Subsidiary and such judgment or judgments have not been satisfied, stayed, annulled or rescinded within 60 days of being
entered; 
 (7) the Parent, the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy
Law: 
 (A) commences a voluntary case; 

(B) consents to the entry of an order for relief against it in an involuntary case; 

(C) consents to the appointment of a Custodian of it or for all or substantially all of its assets; or 

(D) makes a general assignment for the benefit of its creditors. 

(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(A) is for relief against the Parent, the Company or any Significant Subsidiary as debtor in an involuntary case; 

(B) appoints a Custodian of the Parent, the Company or any Significant Subsidiary or a Custodian for all or substantially all
of the assets of the Parent, the Company or any Significant Subsidiary; or 
 (C) orders the liquidation of the Parent, the
Company or any Significant Subsidiary, and the order or decree remains unstayed and in effect for 60 days; or 
 (9) the
Security Guarantee of the Parent or any Security Guarantee of any Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Security Guarantee and this Indenture) or is declared null and void and
unenforceable or found to be invalid or any Guarantor denies its liability under its Security Guarantee (other than by reason of release of a Guarantor from its Security Guarantee in accordance with the terms of this Indenture and the Security
Guarantee). 
 The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is
voluntary or involuntary or is effected by operation of law or 








 
 56
 
  

 
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 

The term “Bankruptcy Law” means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief
of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law. 

The Company shall deliver to the Trustee annually a statement regarding compliance with this Indenture, and upon any Officer of the Company
becoming aware of any Default, a statement specifying such Default and what action the Company is taking or proposes to take with respect thereto. 

SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(7) or (8) with
respect to the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding by written notice to the Company and the Trustee, may
declare all amounts owing under the Securities to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of and accrued and unpaid interest on the outstanding Securities shall immediately become due and
payable; provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of such outstanding Securities may rescind and annul such
acceleration. If an Event of Default specified in Section 6.01(7) or (8) with respect to the Company occurs, all outstanding Securities shall become due and payable without any further action or notice. 

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive
of any other remedy. All available remedies are cumulative. 
 SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in
principal amount of the Securities by notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or interest on a Security (b) a Default arising from the failure to
redeem or purchase any Security when required pursuant to this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Securityholder affected. When a Default is waived, it
is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. 








 
 57
 
  

 SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of
the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that
the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action. 
 SECTION 6.06. Limitation on Suits. Except to enforce the
right to receive payment of principal, premium (if any) or interest when due, no Securityholder may pursue any remedy with respect to this Indenture or the Securities unless: 

(1) the Holder gives to the Trustee written notice stating that an Event of Default is continuing; 

(2) the Holders of at least 25% in principal amount of the Securities make a written request to the Trustee to pursue the
remedy; 
 (3) such Holder or Holders offer to the Trustee reasonable security or indemnity against any loss, liability or
expense; 
 (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of
security or indemnity; and 
 (5) the Holders of a majority in principal amount of the Securities do not give the Trustee a
direction inconsistent with the request during such 60-day period. 
 A Securityholder may not use this Indenture to prejudice the rights
of another Securityholder or to obtain a preference or priority over another Securityholder. In the event that the Definitive Securities are not issued to any beneficial owner promptly after the Registrar has received a request from the Holder of a
Global Security to issue such Definitive Securities to such beneficial owner of its nominee, the Company expressly agrees and acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to this Indenture, the right of such
beneficial holder of Securities to pursue such remedy with respect to the portion of the Global Security that represents such beneficial holder’s Securities as if such Definitive Securities had been issued. 

SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to
receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder. 
 SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own 








 
 58
 
  

 
name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.07. 
 SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company, its creditors or its property and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments
to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and its counsel, and any other amounts due the Trustee under Section 7.07. 
 SECTION 6.10. Priorities. If the Trustee
collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order: 

FIRST: to the Trustee for amounts due under Section 7.07; 

SECOND: to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without
preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and 

THIRD: to the Company. 

The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section. At least 15 days before
such record date, the Company shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid. 

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount of the Securities. 

SECTION 6.12. Waiver of Stay or Extension Laws. The Company (to the extent it may lawfully do so) shall not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company
(to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede 








 
 59
 
  

 
the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 

ARTICLE 7 
 TRUSTEE 

SECTION 7.01. Duties of Trustee. (a) If an Event of Default actually known to a Trust Officer has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the same circumstances in the conduct of his or her own
affairs. 
 (b) Except during the continuance of an Event of Default: 

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no
implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (2) in the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts
stated therein). 
 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or
its own wilful misconduct, except that: 
 (1) this paragraph does not limit the effect of paragraph (b) of this
Section; 
 (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is
proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the Trustee shall not be liable with
respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. 

(a) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section. 
 (b) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with
the Company. 
 (c) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 








 
 60
 
  

 (d) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. 
 (e) Every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. 

SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on any document believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts
or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of
Counsel. 
 (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed
with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute wilful misconduct or negligence. 

(e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and
the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 

(f) Except with respect to Sections 4.01 and 4.02, the Trustee shall have no duty to inquire as to the performance of the Company’s
covenants in Article 4 hereof. In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except (1) any Event of Default occurring pursuant to Sections 6.01(1) and 6.01(2) or (ii) any Default or
Event of Default of which the Trustee shall have received written notice in the manner set forth in this Indenture or a Trust Officer shall have obtained actual knowledge. Delivery of reports, information and documents to the Trustee under
Section 4.02 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the
Company’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate). 

(g) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or
malfunctions of utilities, computer (hardware or software) or communication services; accidents; 








 
 61
 
  

 
labor disputes; acts of civil or military authority and governmental action, it being understood that the Trustee shall use reasonable best efforts which are consistent with accepted practices in
the banking industry to resume performance as soon as practicable under the circumstances. 
 (h) Anything in this Indenture
notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Company has been advised as to the likelihood
of such loss or damage and regardless of the form of action. 
 SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. 
 SECTION 7.04.
Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from
the Securities, and it shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of
authentication. 
 SECTION 7.05. Notice of Defaults. If a Default occurs, is continuing and is known to the Trustee, the Trustee
shall give notice of the Default to each Securityholder within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any Security (including payments pursuant to the mandatory redemption provisions of
such Security, if any) or a Default in complying with Section 5.01, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is not opposed to the interests of
the Securityholders. 
 SECTION 7.06. Reports by Trustee to Holders. As promptly as practicable after each May 15 beginning
with the May 15 following the date of this Indenture, and in any event prior to July 15 in each year, the Trustee shall mail to each Securityholder a brief report dated as of May 15 that complies with TIA § 313(a). The
Trustee also shall comply with TIA § 313(b). 
 A copy of each report at the time of its mailing to Securityholders shall be
filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Company agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof. 

SECTION 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its
services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements 








 
 62
 
  

 
and advances of the Trustee’s agents, counsel, accountants and experts. The Company shall indemnify each of the Trustee and any predecessor Trustee for, and hold each of them harmless
against, any and all loss, damage, claim, liability or expense, including taxes (other than taxes based on the income of the Trustee) and reasonable attorneys’ fees and expenses incurred by each of them in connection with acceptance or
performance of its duties under this Indenture including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company,
any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder (including settlement costs). The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of
such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own wilful misconduct, negligence or bad faith. 

To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or
property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities. 

The Company’s payment obligations pursuant to this Section shall survive the resignation or removal of the Trustee and the satisfaction,
discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(7) or (8) with respect
to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. 
 SECTION 7.08.
Replacement of Trustee. The Trustee may resign at any time by so notifying the Company. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee.
The Company shall remove the Trustee if: 
 (1) the Trustee fails to comply with Section 7.10; 

(2) the Trustee is adjudged bankrupt or insolvent; 

(3) a receiver or other public officer takes charge of the Trustee or its property; or 

(4) the Trustee otherwise becomes incapable of acting. 

If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Securities and such Holders do
not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.









 
 63
 
  

 A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall
mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. 

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee. 
 Notwithstanding the replacement of the Trustee pursuant to this Section, the
Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 
 SECTION 7.09. Successor
Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Trustee. 
 In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of
any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall
have. 
 SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA
§ 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however,
that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the
requirements for such exclusion set forth in TIA § 310(b)(1) are met. 
 SECTION 7.11. Preferential Collection of Claims
Against Company. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated. 








 
 64
 
  

 ARTICLE 8 

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE 

SECTION 8.01. Discharge of Liability on Securities; Defeasance. (a) The Company may terminate its obligations and the
obligations of the Guarantors under the Securities, the Security Guarantees and this Indenture, except the obligations referred to in 8.01(c), if (1) all the Securities that have been authenticated and delivered (except lost, stolen or
destroyed Securities which have been replaced or paid and Securities for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from this trust) have been
delivered to the Trustee for cancellation or (2) (i) all Securities not delivered to the Trustee for cancellation otherwise have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and
payable within one year and the Company has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued
interest) on the Securities not theretofore delivered to the Trustee for cancellation, (ii) the Company has paid all sums payable by it under this Indenture, (iii) the Company has delivered irrevocable instructions to the Trustee to apply
the deposited money toward the payment of the Securities at maturity or on the date of redemption, as the case may be, and (iv) the Trustee, for the benefit of the Holders, has a valid, perfected, exclusive security interest in this trust. In
addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel (as to legal matters) stating that all conditions precedent to satisfaction and discharge have been complied with. After such delivery, the Trustee shall
acknowledge in writing the discharge of the Company’s and the Guarantors’ obligations under the Securities, the Security Guarantees and this Indenture except for those surviving obligations specified in Section 8.01(c). 

(b) Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (1) all its obligations under the Securities and this
Indenture (“legal defeasance option”) or (2) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.09, 4.10, 4.11 and 4.12 and the operation of Sections 6.01(5) and 6.01(6) and the limitations contained
in Section 5.01(a)(3) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. 

If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with
respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(5) and 6.01(6) or because of the failure of the Company to
comply with Section 5.01(a)(3). 
 Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee
shall acknowledge in writing the discharge of those obligations that the Company terminates. 
 (c) Notwithstanding
Section 8.01 (a) and (b) , the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until 








 
 65
 
  

 
the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive. 

SECTION 8.02. Conditions to Defeasance. The Company may exercise its legal defeasance option or its covenant defeasance option only
if: 
 (1) the Company irrevocably deposits with the Trustee, in trust, for the benefit of the Holders, U.S. legal tender,
U.S. Government Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment) in the opinion of a nationally recognized firm of independent public accountants selected by the Company, to pay the principal of and
interest on the Securities on the stated date for payment or on the redemption date of the principal or installment of principal of or interest on the Securities, and the Trustee must have a valid, perfected, exclusive security interest in such
trust; 
 (2) in the case of Legal Defeasance, the Company delivers to the Trustee an opinion of counsel in the United
States reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by the Internal Revenue Service, a ruling upon which the Company may rely, or (b) since the date of this Indenture,
there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Legal Defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 

(3) in the case of Covenant Defeasance, the Company delivers to the Trustee an opinion of counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if the Covenant Defeasance had not occurred; 
 (4) no
Default has occurred and is continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing); 

(5) the Legal Defeasance or Covenant Defeasance does not result in a breach or violation of, or constitute a default under,
this Indenture or any other material agreement or instrument to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries is bound (other than a default resulting from the borrowing of funds to be
applied to such deposit and the grant of any Lien securing such borrowing); 
 (6) the Company delivers to the Trustee an
Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other of its creditors or with the intent of defeating, hindering, delaying or defrauding any other of its creditors or others;
and 








 
 66
 
  

 (7) the Company delivers to the Trustee an Officers’
Certificate and an opinion of counsel, each stating that the conditions provided for in, in the case of the Officers’ Certificate, Section 8.02(1) - (6) and, in the case of the opinion
of counsel, Section 8.02 (1) (with respect to the validity and perfection of the security interest), (2) and/or (3) and (5) have been complied with. 

Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of the Securities at a future
date in accordance with Article 3. 
 SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of
principal of and interest on the Securities. 
 SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent shall promptly
turn over to the Company upon request any excess money or securities held by them at any time. 
 Subject to any applicable abandoned
property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Securityholders entitled to the money must
look to the Company for payment as general creditors. 
 SECTION 8.05. Indemnity for Government Obligations. The Company shall pay
and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 

SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in
accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and each
Guarantor’s obligations under this Indenture, each Security Guarantee and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is permitted to
apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Company has made any payment of interest on or principal of any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. If the funds deposited with the Trustee to effect
Covenant Defeasance are insufficient to pay the principal of and interest on the Securities when due, then the obligations of the Company and the Guarantors under this Indenture will be revived and no such defeasance will be deemed to have occurred.









 
 67
 
  

 ARTICLE 9 

AMENDMENTS 
 SECTION
9.01. Without Consent of Holders. The Company, the Guarantors and the Trustee may amend this Indenture, the Security Guarantees or the Securities without notice to or consent of any Securityholder: 

(1) to cure any ambiguity, defect or inconsistency; 

(2) to provide for the assumption of the Company’s or any Guarantor’s obligations to the Holders in the case of a
merger or acquisition; 
 (3) to provide for uncertificated Securities in addition to or in place of certificated
Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B)
of the Code; 
 (4) to allow any Guarantor to execute a supplemental indenture or a Security Guarantee with respect to the
Securities; 
 (5) to release any Guarantor from any of its obligations under its Security Guarantee or this Indenture (to
the extent permitted by this Indenture); 
 (6) to make any change that would provide any additional rights or benefits
(including the addition of collateral) to the holders of Securities or that does not adversely affect in any material respect the legal rights under this indenture of any such holder; 

(7) to comply with SEC rules and regulations or changes to applicable law; 

(8) to conform the text of this Indenture, the Securities or any Security Guarantee to any provision of the “Description
of the Notes” section of the Final Offering Memorandum; 
 (9) to provide for the issuance of Additional Securities in
accordance with the limitations set forth in this Indenture as of the Issue Date; or 
 (10) to comply with the rules of any
applicable securities depository. 
 After an amendment under this Section becomes effective, the Company shall mail to Securityholders a
notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 

SECTION 9.02. With Consent of Holders. The Company, the Guarantors and the Trustee may amend this Indenture or the Securities with the
written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) and any past 








 
 68
 
  

 
default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding. However, without the
consent of each Securityholder affected thereby, an amendment or waiver may not: 
 (1) change the maturity of any Security;

 (2) reduce the amount, extend the due date or otherwise affect the terms of any scheduled payment of interest on or
principal of the Securities; 
 (3) reduce any premium payable upon optional redemption of the Securities, change the date
on which any Securities are subject to redemption or otherwise alter the provisions with respect to the redemption of the Securities (other than provisions specifying the notice periods for effecting a redemption); 

(4) make any Security payable in money or currency other than that stated in the Securities; 

(5) modify or change any provision of this Indenture or the related definitions to subordinate the Securities or any Security
Guarantee in right of payment to other Indebtedness in a manner that adversely affects the Holders; 
 (6) reduce the
percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Securities; 
 (7) impair the
rights of Holders to receive payments of principal of or interest on the Securities; 
 (8) release the Parent from any
of its obligations under its Security Guarantee or this Indenture, except as permitted by this Indenture; or 

(9) make any change in Section 9.01 or 9.02. 

It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof. 
 After an amendment under this Section becomes effective, the Company
shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 

SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities shall comply with the TIA as
then in effect. 
 SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of
a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the 








 
 69
 
  

 
Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the
Trustee. 
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled
to give their consent or take any other action described in this Article 9 or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 
 SECTION 9.05.
Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding
the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms.
Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment. 
 SECTION 9.06.
Trustee To Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but
need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate
and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture. 
 SECTION 9.07. Payments for
Consent. The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay or cause to be paid any consideration, to any Holder of Securities for or as an inducement to any consent, waiver or amendment of any
of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or agreed to be paid to all Holders of the Securities that consent, waive or agree to amend in the time frame set forth in solicitation
documents relating to such consent, waiver or agreement. 
 ARTICLE 10 

GUARANTEES 
 SECTION
10.01. Guarantees. Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest
on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary 








 
 70
 
  

 
obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under
this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part,
without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation. 

Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also
waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (1) the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of
any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (4) the release of any security held by any Holder or the Trustee for the
Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 10.07, any change in
the ownership of such Guarantor. 
 Each Guarantor further agrees that its Security Guarantee herein constitutes a guarantee of payment,
performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. 

Except as expressly set forth in Sections 8.01(b), 10.02 and 10.07, the obligations of each Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever
or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise
affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate
as a discharge of such Guarantor as a matter of law or equity. 
 Each Guarantor further agrees that its Security Guarantee herein shall
continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or
reorganization of the Company or otherwise. 








 
 71
 
  

 In furtherance of the foregoing and not in limitation of any other right which any Holder or
the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an
amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed
Obligations of the Company to the Holders and the Trustee. 
 Each Guarantor agrees that, as between it, on the one hand, and the Holders
and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Security Guarantee herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed
Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. 

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any
Holder in enforcing any rights under this Section. 
 SECTION 10.02. Limitation on Liability. Each Guarantor, and by its acceptance
of the Securities, each Holder, hereby confirms that it is the intention of all such parties that the Security Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Security Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that, any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without
rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 

SECTION 10.03. Successors and Assigns. This Article 10 shall be binding upon each Guarantor and its successors and assigns and
shall enure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and
in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture. 

SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right,
power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other 








 
 72
 
  

 
or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise. 
 SECTION 10.05.
Modification. No modification, amendment or waiver of any provision of this Article 10, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the
Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand
in the same, similar or other circumstances. 
 SECTION 10.06. Execution and Delivery of Security Guarantee. To evidence its
Security Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Security Guarantee substantially in the form attached as Exhibit B hereto will be endorsed by an Officer of such Guarantor on Securities
authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers. 

Each Guarantor hereby agrees that its Security Guarantee set forth in Section 10.01 hereof will remain in full force and effect
notwithstanding any failure to endorse on such Security a notation of such Security Guarantee. 
 If an Officer whose signature is on this
Indenture or on the Security Guarantee no longer holds that office at the time the Trustee authenticates the Securities on which a Security Guarantee is endorsed, the Security Guarantee will be valid nevertheless. 

The delivery of any Global Security by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Security
Guarantee set forth in this Indenture on behalf of the Guarantors. 
 In the event that the Parent or any Restricted Subsidiary creates or
acquires any Wholly Owned Restricted Subsidiary (other than (i) a Subsidiary that has been designated an Unrestricted Subsidiary, and (ii) any Subsidiary that is a project-financed special purpose entity) after the date of this Indenture,
if required by Section 4.13 hereof, the Company will cause such Wholly Owned Restricted Subsidiary to comply with the provisions of Section 4.13 hereof and this Article 10, to the extent applicable 

SECTION 10.07. Release of Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 10 (other than
any obligation that may have arisen under Section 10.08) 
 (1) upon any consolidation with or merger with or into, any
Person by such Subsidiary Guarantor pursuant to Section 5.01(b); 
 (2) upon the disposition of all or a portion of the
Capital Stock of such Subsidiary Guarantor such that such Subsidiary Guarantor ceases to be a Subsidiary, if the sale or other disposition does not violate Section 4.06; 








 
 73
 
  

 (3) upon the designation of such Subsidiary Guarantor as an Unrestricted
Subsidiary in accordance with the terms of this Indenture; 
 (4) at such time as such Subsidiary Guarantor does not have
any Security Guarantees outstanding that would have required such Subsidiary Guarantor to enter into a Security Guarantee pursuant to Section 4.13; 

(5) upon defeasance of the Securities pursuant to Article 8; or 

(6) upon the full satisfaction of the Company’s obligations under this Indenture; 

provided, however, that in the case of Section 10.07(1) , if such other Person is not a Subsidiary of the Parent then
(i) such merger or consolidation must otherwise be permitted by this Indenture and (ii) the Company must provide an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under
Section 4.06. 
 At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release. 

SECTION 10.08. Contribution. Each Subsidiary Guarantor that makes a payment under its Security Guarantee shall be entitled upon
payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective
net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP. 
 ARTICLE 11 

MISCELLANEOUS 
 SECTION
11.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. 

SECTION 11.02. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail
addressed as follows: 
 If to the Company or any Guarantor: 

WILLIAM LYON HOMES, INC. 
 4695
MacArthur Court, 8th Floor 
 Newport Beach, CA 92660 

Attention: Chief Financial Officer 

Fax Number: (949) 252-2575 

with a copy to (which shall not constitute notice): 








 
 74
 
  

 LATHAM & WATKINS LLP 

650 Town Center Drive 
 20th Floor 
 Costa Mesa, CA 92626 

Attention: Michael Treska 
 Fax
Number: (714) 755-8290 
 If to the Trustee: 

U.S. BANK NATIONAL ASSOCIATION 

EP-MN-WS3C 
 60 Livingston
Avenue 
 St. Paul, MN 55107 

Attention: Corporate Trust Department 

Fax Number: (651) 495-8097 

The Company, any Guarantor or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or
communications. 
 Any notice or communication mailed to a Securityholder shall be mailed to the Securityholder at the
Securityholder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided in this Section 11.02, it is duly given, whether or not the addressee receives it. 

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event
(including any notice of redemption or repurchase) to a Holder (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depository (or its designee) pursuant to the standing instructions from the Depository or its
designee, including by electronic mail in accordance with accepted practices or procedures at the Depository. 
 SECTION 11.03.
Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, any Guarantor, the
Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
 SECTION 11.04. Certificate and Opinion as to
Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: 

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of
the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 








 
 75
 
  

 (2) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 
 SECTION 11.05.
Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include: 

(1) a statement that the individual making such certificate or opinion has read such covenant or condition; 

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of such individual, he has made
such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

 SECTION 11.06. When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities
have concurred in any direction, waiver or consent, Securities owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not
to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. Also, subject to
the foregoing, only Securities outstanding at the time shall be considered in any such determination. 
 SECTION 11.07. Rules by
Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions. 

SECTION 11.08. Legal Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 

SECTION 11.09. Governing Law. This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of
the State of New York. 
 SECTION 11.10. No Recourse Against Others. No director, officer, employee, incorporator or
stockholder of the Parent, or any Restricted Subsidiary shall have any liability for any obligations of the Company under the Securities or the Indenture or any Guarantor under its Security Guarantee or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each Securityholder waives and 








 
 76
 
  

 
releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities and the Security Guarantees. 

SECTION 11.11. Successors. All agreements of the Company in this Indenture and the Securities shall bind its successors. All
agreements of the Trustee in this Indenture shall bind its successors. 
 SECTION 11.12. Multiple Originals. The parties may sign
any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 

SECTION 11.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 








 
 77
 
  

 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the
date first written above. 
  

	
	WILLIAM LYON HOMES, INC.
	
	By: /s/ Matthew R. Zaist        
	Name: Matthew R. Zaist
	Title: Chief Executive Officer and President
	
	GUARANTORS:
	
	WILLIAM LYON HOMES
	
	By: /s/ Matthew R. Zaist        
	Name: Matthew R. Zaist
	Title: Chief Executive Officer and President
	
	CALIFORNIA EQUITY FUNDING, INC.
	PH-LP VENTURES
	DUXFORD FINANCIAL, INC.
	SYCAMORE CC, INC.
	PRESLEY CMR, INC.
	WILLIAM LYON SOUTHWEST, INC.
	PH-RIELLY VENTURES
	HSP, INC.
	PH VENTURES-SAN JOSE
	PRESLEY HOMES
	
	By: /s/ Matthew R. Zaist        
	Name: Matthew R. Zaist
	Title: President and Chief Operating Officer
	
	POLYGON WLH LLC
	
	By: /s/ Matthew R. Zaist        
	Name: Matthew R. Zaist
	Title: President and Chief Executive Officer










 
 78
 
  

 
			
	WLH ENTERPRISES	 	 
		
	By: William Lyon Homes, Inc.	 	
	Its: General Partner	 	
		
	By: /s/ Matthew R. Zaist        	 	
	Name: Matthew R. Zaist	 	
	Title: Chief Executive Officer and President	 	
		
	By: Presley CMR, Inc.	 	
	Its: General Partner	 	
		
	By: /s/ Matthew R. Zaist        	 	
	Name: Matthew R. Zaist	 	
	Title: President and Chief Operating Officer	 	
		
	LYON EAST GARRISON COMPANY I, LLC	 	
		
	By: William Lyon Homes, Inc.	 	
	Its: Sole Member	 	
		
	By: /s/ Matthew R. Zaist        	 	
	Name: Matthew R. Zaist	 	
	Title: Chief Executive Officer and President	 	
		
	LYON WATERFRONT, LLC	 	
		
	By: William Lyon Homes, Inc.	 	
	Its: Sole Member	 	
		
	By: /s/ Matthew R. Zaist        	 	
	Name: Matthew R. Zaist	 	
	Title: Chief Executive Officer and President	 	










 
 79
 
  


			
	CIRCLE G AT THE CHURCH FARM NORTH JOINT VENTURE, LLC
		
	By:	 	William Lyon Homes, Inc.
	Its: Manager
		
	By:	 	/s/ Matthew R. Zaist        
	Name: Matthew R. Zaist
	Title: Chief Executive Officer and President
	
	MOUNTAIN FALLS, LLC
		
	By:	 	William Lyon Homes, Inc.
	Its: Sole Member
		
	By:	 	/s/ Matthew R. Zaist        
	Name: Matthew R. Zaist
	Title: Chief Executive Officer and President










 
 80
 
  


			
	MOUNTAIN FALLS GOLF COURSE, LLC
	
	By WLH Enterprises
	Its: Managing Member
		
		 	By: William Lyon Homes, Inc.
		 	Its: General Partner
		
		 	By: /s/ Matthew R. Zaist        
		 	Name: Matthew R. Zaist
		 	Title: Chief Executive Officer and President
		
		 	By: Presley CMR, Inc.
		 	Its: General Partner
		
		 	By: /s/ Matthew R. Zaist        
		 	Name: Matthew R. Zaist
		 	Title: President and Chief Operating Officer










 
 81
 
  


	
	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.
	CEDAR FALLS WAY LLC
	CASCARA AT REDMOND RIDGE, L.L.C.
	CORNELIUS PASS TOWNHOMES, L.L.C.
	EDGEWATER 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.
	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.
	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.
	W.R. TOWNHOMES F, L.L.C.
	VIEWRIDGE AT ISSAQUAH HIGHLANDS, L.L.C.
	CASCADIAN KING COMPANY, L.L.C.
	PNW CASCADIAN COMPANY, L.L.C.
	POLYGON NORTHWEST COMPANY, L.L.C.
	POLYGON PAYMASTER, L.L.C.
	CASCADIAN SOUTH L.L.C.
	
	      By: Polygon WLH LLC
	      Its: Sole Member
	
	      By: /s/ Matthew R. Zaist        
	      Name: Matthew R. Zaist
	      Title: President and Chief Executive Officer










 
 82
 
  


			
	U.S. BANK NATIONAL ASSOCIATION
	
	By: /s/ Donald T. Hurrelbrink        
	Name: Donald T. Hurrelbrink
	Title: Vice President









 RULE 144A/REGULATION S APPENDIX 

PROVISIONS RELATING TO INITIAL SECURITIES, 

PRIVATE EXCHANGE SECURITIES 

AND EXCHANGE SECURITIES 

1. Definitions 
 1.1
Definitions 
 For the purposes of this Appendix the following terms shall have the meanings indicated below: 

“Applicable Procedures” means, with respect to any transfer or transaction involving a Temporary Regulation S Global
Security or beneficial interest therein, the rules and procedures of the Depository for such a Temporary Regulation S Global Security, to the extent applicable to such transaction and as in effect from time to time. 

“Definitive Security” means a certificated Initial Security or Exchange Security or Private Exchange Security bearing, if
required, the appropriate restricted securities legend set forth in Section 2.3(e). 
 “Depository” means The
Depository Trust Company, its nominees and their respective successors. 
 “Distribution Compliance Period”, with respect
to any Securities, means the period of 40 consecutive days beginning on and including the later of (i) the day on which such Securities are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act)
in reliance on Regulation S and (ii) the issue date with respect to such Securities. 
 “Exchange Securities” means
(1) the 5.875% Senior Notes Due 2025 issued pursuant to this Indenture in connection with a Registered Exchange Offer pursuant to the Registration Rights Agreement and (2) Additional Securities, if any, issued pursuant to a registration
statement filed with the SEC under the Securities Act. 
 “Initial Purchasers” means (1) with respect to the Initial
Securities issued on the Issue Date, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Comerica Securities, Inc. and (2) with respect to each issuance of Additional Securities, the Persons
purchasing such Additional Securities under the related Purchase Agreement. 
 “Initial Securities” means
(1) $450,000,000 aggregate principal amount of 5.875% Senior Notes due 2025 issued on the Issue Date and (2) Additional Securities, if any, issued in a transaction exempt from the registration requirements of the Securities Act. 

“Private Exchange” means the offer by the Company, pursuant to a Registration Rights Agreement, to the Initial Purchasers to
issue and deliver to each Initial Purchaser, in 








 2 
  

 
exchange for the Initial Securities held by the Initial Purchasers as part of its initial distribution, a like aggregate principal amount of Private Exchange Securities. 

“Private Exchange Securities” means any 5.875% Senior Notes Due 2025 issued in connection with a Private Exchange. 

“Purchase Agreement” means (1) with respect to the Initial Securities issued on the Issue Date, the Purchase Agreement
dated January 17, 2017, among the Company, the guarantors party thereto and Citigroup Global Markets Inc., as representative of the Initial Purchasers, and (2) with respect to each issuance of Additional Securities, the purchase agreement
or underwriting agreement among the Company and the Persons purchasing such Additional Securities. 
 “QIB” means a
“qualified institutional buyer” as defined in Rule 144A. 
 “Registered Exchange Offer” means the offer by the
Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of Exchange Securities registered under
the Securities Act. 
 “Registration Rights Agreement” means (1) with respect to the Initial Securities issued on the
Issue Date, the Registration Rights Agreement dated as of the date hereof, among the Company, the guarantors party thereto and Citigroup Global Markets Inc. as representative of the Initial Purchasers and (2) with respect to each issuance of
Additional Securities issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Company and the Persons purchasing such Additional Securities under the related
Purchase Agreement. 
 “Rule 144A Securities” means all Securities offered and sold to QIBs in reliance on Rule 144A. 

“Securities” means the Initial Securities, the Exchange Securities and the Private Exchange Securities, treated as a single
class. 
 “Securities Act” means the Securities Act of 1933. 

“Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository), or any
successor Person thereto and shall initially be the Trustee. 
 “Shelf Registration Statement” means the registration
statement issued by the Company in connection with the offer and sale of Initial Securities or Private Exchange Securities pursuant to the Registration Rights Agreement. 

“Transfer Restricted Securities” means Securities that bear or are required to bear the legend relating to restrictions on
transfer relating to the Securities Act set forth in Section 2.3(e) hereto. 








 3 
  

 1.2 Other Definitions 

 

			
	          Term	  	 Defined
in

Section:

		
	 “Agent Members”
	  	2.1(b)
		
	 “Global Securities”
	  	2.1(a)
		
	 “Permanent Regulation S Global Security”
	  	2.1(a)
		
	 “Regulation S”
	  	2.1(a)
		
	 “Regulation S Global Security”
	  	2.1(a)
		
	 “Rule 144A”
	  	2.1(a)
		
	 “Rule 144A Global Security”
	  	2.1(a)
		
	 “Temporary Regulation S Global Security”
	  	2.1(a)

 2. The Securities. 

2.1 (a) Form and Dating. The Initial Securities will be offered and sold by the Company pursuant to a Purchase Agreement. The
Initial Securities will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on
Regulation S under the Securities Act (“Regulation S”). Initial Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein.
Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the “Rule 144A Global
Security”) and Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global securities in fully registered form (collectively, the “Temporary Regulation S Global
Security”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Initial
Securities represented thereby with the Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Except as set
forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Security will not be exchangeable for interests in the Rule 144A Global Security, a permanent global security (the “Permanent Regulation S
Global Security”, and together with the Temporary Regulation S Global Security, the “Regulation S Global Security”) or any other Security prior to the expiration of the Distribution Compliance Period and then, after the
expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Security or the Permanent 








 4 
  

 
Regulation S Global Security only upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Temporary Regulation S Global Security are
owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act. 

Beneficial interests in Temporary Regulation S Global Securities may be exchanged for interests in Rule 144A Global Securities if
(1) such exchange occurs in connection with a transfer of Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Security first delivers to the Trustee a written
certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Security is being transferred to a Person (a) who the transferor reasonably believes to be a QIB,
(b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. 

Beneficial interests in a Rule 144A Global Security may be transferred to a Person who takes delivery in the form of an interest in a
Regulation S Global Security, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in this Indenture) to the effect that
such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable). 
 The Rule 144A
Global Security, the Temporary Regulation S Global Security and the Permanent Regulation S Global Security are collectively referred to herein as “Global Securities”. The aggregate principal amount of the Global Securities may from time to
time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. 

(b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the
Depository. 
 The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver
initially one or more Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository
or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. 
 Members of, or participants
in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global
Security, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members,
the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Security. 








 5 
  

 (c) Definitive Securities. Except as provided in this Section 2.1 or
Section 2.3 or 2.4, owners of beneficial interests in Global Securities shall not be entitled to receive physical delivery of Definitive Securities. 

2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of
$450,000,000 5.875% Senior Notes Due 2025, (2) any Additional Securities for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to Section 2.02 of this Indenture and (3) Exchange
Securities or Private Exchange Securities for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Securities, in each case upon a written
order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original
issue of Securities is to be authenticated and, in the case of any issuance of Additional Securities pursuant to Section 2.13 of this Indenture, shall certify that such issuance is in compliance with Section 4.03 of this Indenture. 

2.3 Transfer and Exchange. 

(a) Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request: 

 

	 	(x)	to register the transfer of such Definitive Securities; or 

  

	 	(y)	to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, 


the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided,
however, that the Definitive Securities surrendered for transfer or exchange: 
 (i) shall be duly endorsed or
accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and 

(ii) if such Definitive Securities are required to bear a restricted securities legend, they are being transferred or
exchanged pursuant to an effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as
applicable: 
 (A) if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the
name of such Holder, without transfer, a certification from such Holder to that effect; or 
 (B) if such Definitive
Securities are being transferred to the Company, a certification to that effect; or 








 6 
  

 (C) if such Definitive Securities are being transferred (x) pursuant to
an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (i) a certification to that effect (in
the form set forth on the reverse of the Security) and (ii) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in
Section 2.3(e)(i). 
 (b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Security.
A Definitive Security may not be exchanged for a beneficial interest in a Rule 144A Global Security or a Permanent Regulation S Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a
Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with: 

(i) certification, in the form set forth on the reverse of the Security, that such Definitive Security is either
(A) being transferred to a QIB in accordance with Rule 144A or (B) being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such Security in reliance on Regulation S to a buyer who elects
to hold its interest in such Security in the form of a beneficial interest in the Permanent Regulation S Global Security; and 

(ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its
books and records with respect to such Rule 144A Global Security (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Global Security (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in
the aggregate principal amount of the Securities represented by the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, such instructions to contain information regarding the Depository account to be credited with
such increase, 
 then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the
standing instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of Securities represented by the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, to
be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Security or
Permanent Regulation S Global Security, as applicable, equal to the principal amount of the Definitive Security so canceled. If no Rule 144A Global Securities or Permanent Regulation S Global Securities, as applicable, are then outstanding, the
Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate of the Company, a new Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, in the
appropriate principal amount. 








 7 
  

 (c) Transfer and Exchange of Global Securities. 

(i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository,
in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a
written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security. The Registrar shall, in accordance
with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in
the Global Security being transferred. 
 (ii) If the proposed transfer is a transfer of a beneficial interest in one
Global Security to a beneficial interest in another Global Security, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which such interest is being transferred in an
amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such interest is
being transferred. 
 (iii) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in
Section 2.4), a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such
nominee to a successor Depository or a nominee of such successor Depository. 
 (iv) In the event that Global Security is
exchanged for Definitive Securities to Section 2.4 of this Appendix, prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be
exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such
transfers comply with Rule 144A, Regulation S or another applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to time be adopted by the Company. 

(d) Restrictions on Transfer of Temporary Regulation S Global Securities. During the Distribution Compliance Period, beneficial
ownership interests in Temporary Regulation S Global Securities may only be sold, pledged or transferred in accordance with the Applicable Procedures and only (i) to the Company, (ii) in an offshore transaction in accordance with
Regulation S (other than a transaction resulting in an exchange for an interest in a Permanent Regulation S Global Security), or (iii) pursuant to an effective registration statement 








 8 
  

 
under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States. 

(e) Legend. 

(i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Security certificate evidencing the
Global Securities (and all Securities issued in exchange therefor or in substitution thereof), shall bear a legend in substantially the following form: 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE
ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WERE THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF
REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE 








 9 
  

 
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM $250,000 PRINCIPAL AMOUNT OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT
A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.] 

Each Definitive Security shall also bear the following additional legend: 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 
 (ii) Upon
any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such
Transfer Restricted Security for a certificated Security that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Security, if the transferor thereof certifies in writing to the Registrar
that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Security). 








 10 
  

 (iii) After a transfer of any Initial Securities or Private Exchange
Securities pursuant to and during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Securities or Private Exchange Securities, as the case may be, all requirements pertaining to legends on such Initial
Security or such Private Exchange Security will cease to apply, the requirements requiring any such Initial Security or such Private Exchange Security issued to certain Holders be issued in global form will cease to apply, and a certificated Initial
Security or Private Exchange Security or an Initial Security or Private Exchange Security in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial Securities or Private
Exchange Securities upon exchange of such transferring Holder’s certificated Initial Security or Private Exchange Security or directions to transfer such Holder’s interest in the Global Security, as applicable. 

(iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities, all requirements pertaining
to such Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in
certificated or global form, in each case without the restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer. 

(v) Upon the consummation of a Private Exchange with respect to the Initial Securities, all requirements pertaining to such
Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Securities that do not exchange their Initial Securities, and Private Exchange Securities in
global form with the global securities legend and the applicable restricted securities legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Private Exchange. 

(f) Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been
exchanged for Definitive Securities, redeemed, purchased or canceled, such Global Security shall be returned to the Depository for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial
interest in a Global Security is exchanged for certificated Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records
of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction. 

(g) No Obligation of the Trustee. 

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a
participant in the Depository or other Person with respect to the accuracy of the records of the 








 11 
  

 
Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial
owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments
to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Security). The rights of beneficial owners in any Global
Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its
members, participants and any beneficial owners. 
 (ii) The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants,
members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof. 
 2.4 Definitive
Securities. 
 (a) A Global Security deposited with the Depository or with the Trustee as Securities Custodian for the Depository
pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security,
only if such transfer complies with Section 2.3 hereof and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security and the Depository fails to appoint a successor depository
or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by the Company within 90 days of such notice, (ii) an Event of
Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Securities under this Indenture. 

(b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver,
upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a Global Security transferred pursuant to this Section 2.4 shall be executed,
authenticated and delivered only in minimum denominations of $2,000 principal amount and any greater integral multiple of $1,000 thereof and registered in such names as the Depository shall direct. Any









 12 
  

 
Definitive Security delivered in exchange for an interest in the Transfer Restricted Security shall, except as otherwise provided by Section 2.3(e) hereof, bear the applicable restricted
securities legend and definitive securities legend set forth in Exhibit 1 hereto. 
 (c) Subject to the provisions of
Section 2.4(b) hereof, the registered Holder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which
a Holder is entitled to take under this Indenture or the Securities. 
 (d) In the event of the occurrence of one of the events specified
in Section 2.4(a) hereof, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons. In the event that such Definitive Securities are not
issued, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.06 of this Indenture, the right of any beneficial owner of Securities to pursue such remedy with respect to the portion
of the Global Security that represents such beneficial owner’s Securities as if such Definitive Securities had been issued. 







 EXHIBIT 1 

to 
 RULE 144A/REGULATION S APPENDIX

 [FORM OF FACE OF INITIAL SECURITY] 

[Global Securities Legend] 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 [Restricted Securities Legend] 

THE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM OR NOT SUBJECT TO, SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY
INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WERE THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE
CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE 








 2 
  

 
DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN
DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S], ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
(C) FOR SO LONG AS SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO ANY INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN HE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED
INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM $250,000 PRINCIPAL AMOUNT OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF,
THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. 

[Temporary Regulation S Global Security Legend] 

EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR
INTERESTS IN THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE
“40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE
OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY 








 3 
  

 
DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE
THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF
THEN APPLICABLE. 
 AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL
SECURITY MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY
FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 
 BENEFICIAL INTERESTS IN A RULE 144A GLOBAL
SECURITY MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO
THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE). 

[Definitive Securities Legend] 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 








 4 
  


			
	No.    	  	$         

 5.875% Senior Notes Due 2025 

William Lyon Homes, Inc., a California corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of
$                     Dollars on January 31, 2025. 

Interest Payment Dates: January 31 and July 31. 

Record Dates: January 15 and July 15. 

Additional provisions of this Security are set forth on the other side of this Security. 

Dated: 








 5 
  


			
	WILLIAM LYON HOMES, INC.
		
	By:	 	                                     
   
	Name:	 	Matthew R. Zaist
	Title:	 	Chief Executive Officer and President
		
	By:	 	                                     
   
	Name:	 	Colin T. Severn
	Title:	 	Senior Vice President and Chief Financial Officer










 6 
  


	
	 TRUSTEE’S CERTIFICATE OF

        AUTHENTICATION

	
	U.S. BANK NATIONAL ASSOCIATION
	     as Trustee, certifies

that this is one of

the Securities referred

to in the Indenture.

	
	 By

	
	
                      
                                      

	 Authorized Signatory










 7 
  

 [FORM OF REVERSE SIDE OF INITIAL SECURITY] 

5.875% Senior Note Due 2025 
  

	 	1.	Interest 

 William Lyon Homes, Inc., a California corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above; provided,
however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Security at a rate of 0.25% per annum (increasing by an additional 0.25% per annum after each
subsequent 90-day period that occurs until all Registration defaults have been cured, up to a maximum additional interest rate of 1.00%) from and including the date on which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured. The Company will pay interest semiannually on January 31 and July 31 of each year, commencing July 31, 2017. Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue
principal at the rate borne by this Security plus 1.0% per annum, and it will pay interest on overdue installments of interest at the same rate to the extent lawful. 
  

	 	2.	Method of Payment 

 The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close of business on the January 15 or July 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and
private debts. If a Holder has given wire transfer instructions to the Company at least ten Business days prior to the applicable payment date, the Company will make all payments on the Holder’s Securities in accordance with those instructions.
Otherwise, payments on the Securities will be made at the office or agency of the Paying Agent and Registrar unless the Company elects to make interest payments by check mailed to the Holder entitled thereto at the address indicated on the register
maintained by the Registrar for the Securities. 
  

	 	3.	Paying Agent and Registrar 

 Initially, U.S. Bank National Association (the
“Trustee”) will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act
as Paying Agent, Registrar or co-registrar. 
  

	 	4.	Indenture 

 The Company issued the Securities under an Indenture dated as of
January 31, 2017 (as it may be amended or supplemented from time to time, the “Indenture”), among the 








 8 
  

 
Company, the Guarantors from time to time party thereto and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “Act”), as amended from time to time. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 

The Securities are general unsecured obligations of the Company. The Company shall be entitled, subject to its compliance with
Section 4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities
issued in exchange therefor will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur additional indebtedness or issue certain equity
interests; pay dividends or distributions on, or redeem or repurchase capital stock; make certain investments; engage in transactions with affiliates; incur liens; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments
of subsidiaries; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; and create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. 

 

	 	5.	Optional Redemption 

 Except as set forth below, the Company shall not be entitled to
redeem the Securities. 
 On and after January 31, 2020, the Company shall be entitled at its option to redeem all or a portion of the
Securities, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date), if redeemed on or after the dates set forth below: 
  

			
	 Period
	 	Redemption
Price
		
	 January 31, 2020
	 	102.938%
		
	 January 31, 2021
	 	101.469%
		
	 January 31, 2022
	 	100.734%
		
	 January 31, 2023
	 	100.000%

 In addition, at any time prior to January 31, 2020, the Company shall be entitled at its option on one
or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior
to such date 








 9 
  

 
at a redemption price (expressed as a percentage of principal amount of 105.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment date), with an amount equal to the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal
amount of Securities (which includes Additional Securities, if any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Company or its Affiliates being deemed to be not
outstanding for purposes of such calculation); and (2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. 

Prior to January 31, 2020 the Company shall be entitled at its option to redeem all or a portion of the Securities at a redemption price
equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant
interest payment date). 
  

	 	6.	Notice of Redemption 

 Notice of redemption shall be sent at least 30 days but not more
than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to the redemption date if the notice is issued in connection with a
defeasance of the Securities or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption shall not impair or affect the
validity of the redemption of any other Security redeemed in accordance with the provisions of the Indenture. Securities in denominations larger than $2,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money
sufficient to pay the redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 
  

	 	7.	Put Provisions 

 Upon a Change of Control, each Holder of Securities shall have the
right to require the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase (subject to
the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture. 

The Indenture provides that, under certain circumstances, the Parent shall, or shall cause the Company to, use the Excess Proceeds from Asset
Sales to make an offer to all Holders to purchase Securities at an offer price in cash in an amount not less than 100% of the principal amount thereof, plus accrued and unpaid interest. 

 

	 	8.	Guarantee 









 10 
  

 The payment by the Company of the principal of, and premium and interest on, the Securities
is fully and unconditionally guaranteed on a joint and several senior basis by each of the Guarantors to the extent set forth in the Indenture. 
  

	 	9.	Denominations; Transfer; Exchange 

 The Securities are in registered form without
coupons in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Without the prior consent of the Company, the Registrar is not required (1) to register the transfer of or
exchange any Security selected for redemption, (2) to register the transfer of or exchange any Security for a period of 15 days before a selection of Security to be redeemed or (3) to register the transfer or exchange of a Security between
a record date and the next succeeding interest payment date. 
  

	 	10.	Persons Deemed Owners 

 The registered Holder of this Security may be treated as the
owner of it for all purposes. 
  

	 	11.	Unclaimed Money 

 If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not
to the Trustee for payment. 
  

	 	12.	Discharge and Defeasance 

 Subject to certain conditions, the Company at any time shall
be entitled to terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or
maturity, as the case may be. 
  

	 	13.	Amendment, Waiver 

 Subject to certain exceptions set forth in the Indenture,
(a) the Indenture and the Securities may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Securities and (b) any default or noncompliance with any provision may be waived with
the written consent of the Holders of a majority in principal amount outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Guarantors and the Trustee
shall be entitled to amend the Indenture, the Security Guarantees or the Securities to cure any ambiguity, defect or inconsistency, or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to provide for
the assumption of the Company’s or any Guarantor’s obligations to the Holders in the case of a merger or acquisition, or to release any Guarantor from any of its obligations under its Security Guarantee or the Indenture (to the extent
permitted by 








 11 
  

 
the Indenture), or to make any change that would provide any additional rights or benefits (including the addition of collateral) to the holders of Securities or that does not adversely affect in
any material respect the legal rights under the indenture of any such holder, or to comply with SEC rules and regulations or changes to applicable law, or to conform the text of the Indenture, the Security Guarantees or the Securities to any
provision of the “Description of the Notes” section of the Final Offering Memorandum, or to provide for the issuance of Additional Securities in accordance with the limitations set forth in the Indenture as of the Issue Date, or to allow
any Guarantor to execute a supplemental indenture or a Security Guarantee with respect to the Securities, or to comply with the rules of any applicable securities depository. 
  


	 	14.	Defaults and Remedies 

 Under the Indenture, Events of Default include (a) default
for 30 days in payment of interest on the Securities; (b) default in payment of principal on the Securities at maturity, upon redemption, upon purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase
Securities when required; (c) failure by the Parent or the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to
pay within any grace period after final maturity) of other Indebtedness of the Parent or any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $20 million; (e) certain events of bankruptcy or insolvency with respect to
the Parent, the Company or any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $20 million; and (g) certain defaults with respect to Security Guarantees of the Parent or any Significant
Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default that will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. 

Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in the
interest of the Holders. 
  

	 	15.	Trustee Dealings with the Company 

 Subject to certain limitations imposed by the Act,
the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not Trustee. 








 12 
  


	 	16.	No Recourse Against Others 

 No director, officer, employee, incorporator or
stockholder of the Parent, or any Restricted Subsidiary shall have any liability for any obligations of the Company under the Securities or the Indenture or any Guarantor under its Security Guarantee or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities and the Security Guarantees.

  

	 	17.	Authentication 

 This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security. 
  

	 	18.	Abbreviations 

 Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 

 

	 	19.	CUSIP Numbers 

 Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to
the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

 

	 	20.	Holders’ Compliance with Registration Rights Agreement 

 Each Holder of a
Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided
therein. 
  

	 	21.	Governing Law 

 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 








 13 
  

 The Company will furnish to any Securityholder upon written request and without charge to
the Security holder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: 
  

	
	WILLIAM LYON HOMES, INC.
	4695 MacArthur Court, 8th Floor
	Newport Beach, CA 92660
	Attention: Chief Financial Officer









 14 
  

 ASSIGNMENT FORM 

To assign this Security, fill in the form below: 
 I or we
assign and transfer this Security to 
 (Print or type assignee’s name, address and zip code) 

(Insert assignee’s soc. sec. or tax I.D. No.) 

and irrevocably appoint                    agent to
transfer this Security on the books of the Company. The agent may substitute another to act for him. 
  

					
	 	 	 	 	 
	Date:                    	 	Your Signature:	 	  

			
	 	 	 	 	 


 Sign exactly as your name appears on the other side of this Security. 

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in
Rule 144(k) under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned
confirms that such Securities are being transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 

 

					
	(1)	  	☐	  	to the Company; or
			
	(2)	  	☐	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	(3)	  	☐	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to
whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
			
	(4)	  	☐	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or
			
	(5)	  	☐	  	pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933.










 15 
  

 Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities
evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act. 
  

                          
                               

                Signature 

Signature Guarantee: 
  

					
	  

                          
                                         
             
	 		 	  

			
	
                Signature must be
guaranteed
	 		 	                Signature

                 Signatures must be guaranteed
by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 








 16 
  

 TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is
relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

					
	
                Dated:  
                      
	  		 	  

			
		  	Notice:	 	        To be executed by
		  		 	         an executive officer










 17 
  

 [TO BE ATTACHED TO GLOBAL SECURITIES] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 

The following increases or decreases in this Global Security have been made: 

 

									
	 Date of
 Exchange
	  	 Amount of decrease in
 Principal amount of
this
 Global Security
	  	 Amount of increase in
 Principal amount of
this
 Global Security
	  	 Principal amount of this
 Global Security
following
 such decrease or increase)
	  	 Signature of authorized
 officer of Trustee
or
 Securities Custodian










 18 
  

 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 4.10 of the Indenture, check the box:
☐ 
 ☐ If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or 4.10
of the Indenture, state the amount in principal amount: $         
  

			
	Dated:                                     
   	  	Your
Signature:                                       
 
		
		  	 (Sign exactly as your name appears

on the other side of this Security.)


  

	
	Signature
Guarantee:                                       
                                         
            
	
	 (Signature must be guaranteed)


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 







 EXHIBIT A 

[FORM OF FACE OF EXCHANGE SECURITY 

OR PRIVATE EXCHANGE SECURITY]*/**/ 
  

                          
                   
 */ If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL
SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”. 
 **/ If the Security is a
Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this
Exhibit A with the Assignment Form included in such Exhibit 1. 








 2 
  


			
	 No.            
	  	$        

 5.875% Senior Notes Due 2025 

William Lyon Homes, Inc., a California corporation, promises to pay to Cede & Co., or registered assigns, the principal sum
of                 Dollars on January 31, 2025. 

Interest Payment Dates: January 31 and July 31. 

Record Dates: January 15 and July 15. 

Additional provisions of this Security are set forth on the other side of this Security. 

Dated: 








 3 
  

 
			
	WILLIAM LYON HOMES, INC.
	
	By:                                   
      
	Name:	 	Matthew R. Zaist
	Title:	 	Chief Executive Officer and President
	
	By:                                   
      
	Name:	 	Colin T. Severn
	Title:	 	Senior Vice President and Chief Financial Officer










 4 
  

 TRUSTEE’S CERTIFICATE OF 

AUTHENTICATION 
  

			
	U.S. BANK NATIONAL ASSOCIATION
		 	 as Trustee, certifies

that this is one of
 the
Securities referred
 to in the Indenture.
  

by
  

		 	  

		 	 Authorized Signatory










 5 
  

 [FORM OF REVERSE SIDE OF EXCHANGE SECURITY 

OR PRIVATE EXCHANGE SECURITY] 

5.875% Senior Note Due 2025 
  

	 	1.	Interest 

 William Lyon Homes, Inc., a California corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above; provided,
however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Security at a rate of 0.25% per annum (increasing by an additional 0.25% per annum after each
subsequent 90-day period that occurs until all Registration defaults have been cured, up to a maximum additional interest rate of 1.00%) from and including the date on which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured. The Company will pay interest semiannually on January 31 and July 31 of each year, commencing July 31, 2017. Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue
principal at the rate borne by this Security plus 1.0% per annum, and it will pay interest on overdue installments of interest at the same rate to the extent lawful. 
  

	 	2.	Method of Payment 

 The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close of business on the January 15 or July 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and
private debts. If a Holder has given wire transfer instructions to the Company at least ten Business days prior to the applicable payment date, the Company will make all payments on the Holder’s Securities in accordance with those instructions.
Otherwise, payments on the Securities will be made at the office or agency of the Paying Agent and Registrar unless the Company elects to make interest payments by check mailed to the Holder entitled thereto at the address indicated on the register
maintained by the Registrar for the Securities. 
  

	 	3.	Paying Agent and Registrar 

 Initially, U.S. Bank National Association (the
“Trustee”), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act
as Paying Agent, Registrar or co-registrar. 
  

	 	4.	Indenture 









 6 
  

 The Company issued the Securities under an Indenture dated as of January 31, 2017 (as
it may be amended or supplemented from time to time, the “Indenture”), among the Company, the Guarantors from time to time party thereto and the Trustee. The terms of the Securities include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in
the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. 

The securities are general unsecured obligations of the Company. The Company shall be entitled, subject to its compliance with
Section 4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities
issued in exchange therefor will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur additional indebtedness or issue certain equity
interests; pay dividends or distributions on, or redeem or repurchase capital stock; make certain investments; engage in transactions with affiliates; incur liens; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments
of subsidiaries; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; and create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. 

 

	 	5.	Optional Redemption 

 Except as set forth below, the Company shall not be entitled to
redeem the Securities. 
 On and after January 31, 2020, the Company shall be entitled at its option to redeem all or a portion of the
Securities, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date), if redeemed on or after the dates set forth below: 
  

			
	 Period
	  	Redemption
Price
		
	 January 31, 2020
	  	102.938%
		
	 January 31, 2021
	  	101.469%
		
	 January 31, 2022
	  	100.734%
		
	 January 31, 2023
	  	100.000%

 In addition, at any time prior to January 31, 2020, the Company shall be entitled at its option on one
or more occasions to redeem Securities (which includes Additional 








 7 
  

 
Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) issued prior to such date
at a redemption price (expressed as a percentage of principal amount of 105.875%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date), with an amount equal to the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Securities (which includes Additional Securities, if
any) remains outstanding immediately after the occurrence of each such redemption (with Securities held, directly or indirectly, by the Company or its Affiliates being deemed to be not outstanding for purposes of such calculation); and
(2) notice of such redemption has been given within 90 days after the date of the related Equity Offering. 
 Prior
to January 31, 2020, the Company shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100% of the principal amount of the Securities plus the Applicable Premium as of, and accrued and
unpaid interest to, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). 
  

	 	6.	Notice of Redemption 

 Notice of redemption shall be sent at least 30 days but not more
than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to the redemption date if the notice is issued in connection with a
defeasance of the Securities or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption shall not impair or affect the
validity of the redemption of any other Security redeemed in accordance with the provisions of the Indenture. Securities in denominations larger than $2,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money
sufficient to pay the redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 
  

	 	7.	Put Provisions 

 Upon a Change of Control, each Holder of Securities shall have the
right to require the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase (subject to
the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture. 

The Indenture provides that, under certain circumstances, the Parent shall, or shall cause the Company to, use the Excess Proceeds from Asset
Sales to make an offer to all Holders to purchase Securities at an offer price in cash in an amount not less than 100% of the principal amount thereof, plus accrued and unpaid interest. 








 8 
  


	 	8.	Guarantee 

 The payment by the Company of the principal of, and premium and interest on,
the Securities is fully and unconditionally guaranteed on a joint and several senior basis by each of the Guarantors to the extent set forth in the Indenture. 
  

	 	9.	Denominations; Transfer; Exchange 

 The Securities are in registered form without
coupons in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Without the prior consent of the Company, the Registrar is not required (1) to register the transfer of or
exchange any Security selected for redemption, (2) to register the transfer of or exchange any Security for a period of 15 days before a selection of Security to be redeemed or (3) to register the transfer or exchange of a Security between
a record date and the next succeeding interest payment date. 
  

	 	10.	Persons Deemed Owners 

 The registered Holder of this Security may be treated as the
owner of it for all purposes. 
  

	 	11.	Unclaimed Money 

 If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not
to the Trustee for payment. 
  

	 	12.	Discharge and Defeasance 

 Subject to certain conditions, the Company at any time shall
be entitled to terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or
maturity, as the case may be. 
  

	 	13.	Amendment, Waiver 

 Subject to certain exceptions set forth in the Indenture,
(a) the Indenture and the Securities may be amended with the written consent of the Holders of at least a majority in principal amount outstanding of the Securities and (b) any default or noncompliance with any provision may be waived with
the written consent of the Holders of a majority in principal amount outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Guarantors and the Trustee
shall be entitled to amend the Indenture, the Security Guarantees or the Securities to cure any ambiguity, defect or inconsistency, or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to provide for
the assumption of the Company’s or any Guarantor’s obligations to the Holders in the case of a merger or acquisition, or to release any Guarantor from 








 9 
  

 
any of its obligations under its Security Guarantee or the Indenture (to the extent permitted by the Indenture), or to make any change that would provide any additional rights or benefits
(including the addition of collateral) to the holders of Securities or that does not adversely affect in any material respect the legal rights under the indenture of any such holder, or to comply with SEC rules and regulations or changes to
applicable law, or to conform the text of the Indenture, the Security Guarantees or the Securities to any provision of the “Description of the Notes” section of the Final Offering Memorandum, or to provide for the issuance of Additional
Securities in accordance with the limitations set forth in the Indenture as of the Issue Date, or to allow any Guarantor to execute a supplemental indenture or a Security Guarantee with respect to the Securities, or to comply with the rules of any
applicable securities depository. 
  

	 	14.	Defaults and Remedies 

 Under the Indenture, Events of Default include (a) default
for 30 days in payment of interest on the Securities; (b) default in payment of principal on the Securities at maturity, upon redemption, upon purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase
Securities when required; (c) failure by the Parent or the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to
pay within any grace period after final maturity) of other Indebtedness of the Parent or any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $20 million; (e) certain events of bankruptcy or insolvency with respect to
the Parent, the Company or any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $20 million; and (g) certain defaults with respect to Security Guarantees of the Parent or any Significant
Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default that will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. 

Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in the
interest of the Holders. 
  

	 	15.	Trustee Dealings with the Company 

 Subject to certain limitations imposed by the Act,
the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not Trustee. 
  

	 	16.	No Recourse Against Others 









 10 
  

 No director, officer, employee, incorporator or stockholder of the Parent or any Restricted
Subsidiary shall have any liability for any obligations of the Company under the Securities or the Indenture or any Guarantor under its Security Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation.
By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities and the Security Guarantees. 

 

	 	17.	Authentication 

 This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security. 
  

	 	18.	Abbreviations 

 Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 

 

	 	19.	CUSIP Numbers 

 Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to
the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

 

	 	20.	Holders’ Compliance with Registration Rights Agreement 

 Each Holder of a
Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided
therein. 
  

	 	21.	Governing Law 

 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 
 The Company will furnish to any Securityholder upon written request and without charge
to the Security holder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: 
 WILLIAM
LYON HOMES, INC. 
 4695 MacArthur Court, 8th Floor 

Newport Beach, CA 92660 
 Attention:
Chief Financial Officer 








 11 
  

  

ASSIGNMENT FORM 
 To assign this Security, fill in
the form below: 
 I or we assign and transfer this Security to 

(Print or type assignee’s name, address and zip code) 

(Insert assignee’s soc. sec. or tax I.D. No.) 

and irrevocably appoint                 agent to transfer this Security on the
books of the Company. 
 The agent may substitute another to act for him. 
  

							
		 	  
  
	  	
		 	Date:                	  	Your Signature:                                  
   	  	
		 	  
	  	

 Sign exactly as your name appears on the other side of this Security. 







 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 4.10 of the Indenture, check the
box:  ☐ 
 ☐ If you want to elect to have only part of this Security purchased by the Company pursuant to
Section 4.06 or 4.10 of the Indenture, state the amount in principal amount: $          
  

			
	Dated:                            	  	Your
Signature:                                       
     
		
		  	 (Sign exactly as your name appears

on the other side of this Security.)

	
	Signature
Guarantee:                                       
                                         
                            
	
	(Signature must be guaranteed)


 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 







 EXHIBIT 2 to Rule 144A/REGULATION S APPENDIX 

Form of 
 Transferee Letter of
Representation 
 William Lyon Homes, Inc. 
 In care of 

U.S. Bank National Association 

[            ] 

[            ] 

Ladies and Gentlemen: 
 This certificate is
delivered to request a transfer of $[    ] principal amount of the 5.875% Senior Notes due 2025 (the “Securities”) of William Lyon Homes, Inc. (with its successors and assigns, the “Company”).

 Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows: 

Name:                         
               

Address:                        
             
 Taxpayer ID
Number:                 
 The undersigned represents
and warrants to you that: 
 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Securities, and we invest in or purchase securities similar to the Securities in the normal course of our business. We, and any accounts for which we are acting, are each able to
bear the economic risk of our or its investment. 
 2. We understand that the Securities have not been registered under the Securities Act
and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Securities to offer, sell or otherwise transfer such Securities
prior to the date that is two years after the later of the date of original issue and the last date on which the Company or any affiliate 







 
of the Company was the owner of such Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (i) to the Company, (ii) in the United
States to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (iii) to an institutional “accredited investor” within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional accredited investor purchasing for its own account or for the account of an institutional accredited investor, in each case in a minimum principal
amount of the Securities of $250,000, (iv) outside the United States in a transaction complying with the provisions of Rule 904 under the Securities Act, (v) pursuant to an exemption from registration under the Securities Act provided by
Rule 144 (if available) or (vi) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (vi) subject to any requirement of law that the disposition of our property or the property of such
investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any
resale or other transfer of the Securities is proposed to be made pursuant to clause (iii) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this
letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and
that it is acquiring such Securities for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior
to the Resale Restriction Termination Date of the Securities pursuant to clause (iii), (iv) or (v) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the
Trustee. 
  

	
	TRANSFEREE:                        ,
	
	            by:                         
   









 EXHIBIT B 

FORM OF NOTATION OF GUARANTEE 
 For value
received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of
January 31, 2017 (the “Indenture”), among William Lyon Homes, Inc., a California corporation (together with its successors and assigns, the “Company”), the Guarantors from time to time party thereto and U.S.
Bank National Association, as Trustee, (a) the due and punctual payment of the principal of, premium on, if any, and interest, if any, on, the Securities, whether at maturity, by acceleration, redemption or otherwise, the due and punctual
payment of interest on overdue principal of, premium on, if any, and interest, if any, on, the Securities, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Securities and to the Trustee pursuant to the Security Guarantee and the Indenture are expressly set
forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Security Guarantee. 
 Capitalized terms
used but not defined herein have the meanings given to them in the Indenture. 








					
		  	WILLIAM LYON HOMES	  	
			
		  	By:
                                        
	  	
		  	Name: Matthew R. Zaist	  	
		  	Title: Chief Executive Officer and President	  	
			
		  	PH-LP VENTURES	  	
		  	DUXFORD FINANCIAL, INC.	  	
		  	SYCAMORE CC, INC.	  	
		  	PRESLEY CMR, INC.	  	
		  	WILLIAM LYON SOUTHWEST, INC.	  	
		  	PH-RIELLY VENTURES	  	
		  	PH VENTURES-SAN JOSE	  	
		  	PRESLEY HOMES	  	
			
		  	By:
                                        
	  	
		  	Name: Matthew R. Zaist	  	
		  	Title: President and Chief Operating Officer	  	
			
		  	POLYGON WLH LLC	  	
			
		  	By:
                                        
	  	
		  	Name: Matthew R. Zaist	  	
		  	Title: President and Chief Executive Officer	  	
			
		  	WLH ENTERPRISES	  	
			
		  	By: William Lyon Homes, Inc.	  	
		  	Its: General Partner	  	
			
		  	By:
                                        
	  	
		  	Name: Matthew R. Zaist	  	
		  	Title: President and Chief Executive Officer	  	
			
		  	By: Presley CMR, Inc.	  	
		  	Its: General Partner	  	
			
		  	By:
                                        
	  	
		  	Name: Matthew R. Zaist	  	
		  	Title: President and Chief Operating Officer	  	









					
		  	LYON EAST GARRISON COMPANY I, LLC	  	
			
		  	By: William Lyon Homes, Inc.	  	
		  	Its: Sole Member	  	
			
		  	By:
                                        
	  	
		  	Name: Matthew R. Zaist	  	
		  	Title: President and Chief Executive Officer	  	
			
		  	LYON WATERFRONT, LLC	  	
			
		  	By: William Lyon Homes, Inc.	  	
		  	Its: Sole Member	  	
			
		  	By:
                                    	  	
		  	Name: Matthew R. Zaist	  	
		  	Title: President and Chief Executive Officer	  	
		
		  	CIRCLE G AT THE CHURCH FARM NORTH JOINT VENTURE, LLC
			
		  	By: William Lyon Homes, Inc.	  	
		  	Its: Manager	  	
			
		  	By:
                                        
	  	
		  	Name: Matthew R. Zaist	  	
		  	Title: President and Chief Executive Officer	  	
			
		  	MOUNTAIN FALLS, LLC	  	
			
		  	By: William Lyon Homes, Inc.	  	
		  	Its: Sole Member	  	
			
		  	By:
                                        
	  	
		  	Name: Matthew R. Zaist	  	
		  	Title: President and Chief Executive Officer	  	









					
		  	MOUNTAIN FALLS GOLF COURSE, LLC	  	
			
		  	By: WLH Enterprises	  	
		  	Its: Managing Member	  	
			
		  	      By: William Lyon Homes, Inc.	  	
		  	      Its: General Partner	  	
			
		  	      By:
                                        
	  	
		  	      Name: Matthew R. Zaist	  	
		  	      Title: President and Chief Executive Officer	  	
			
		  	      By: Presley CMR, Inc.	  	
		  	      Its: General Partner	  	
			
		  	      By:
                                        
	  	
		  	      Name: Matthew R. Zaist	  	
		  	      Title: President and Chief Operating Officer	  	
			
		  	CALIFORNIA EQUITY FUNDING, INC.	  	
		  	HSP, INC.	  	
			
		  	By:
                                        
	  	
		  	Name: Matthew R. Zaist	  	
		  	Title: Executive Vice President	  	
			
		  	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.	  	
		  	CEDAR FALLS WAY LLC	  	
		  	CASCARA AT REDMOND RIDGE, L.L.C.	  	
		  	CORNELIUS PASS TOWNHOMES, L.L.C.	  	
		  	EDGEWATER 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.	  	
		  	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.	  	
		  	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.	  	
		  	W.R. TOWNHOMES F, L.L.C.	  	
		  	VIEWRIDGE AT ISSAQUAH HIGHLANDS,       L.L.C.	  	
		  	CASCADIAN KING COMPANY, L.L.C.	  	
		  	PNW CASCADIAN COMPANY, L.L.C.	  	
		  	POLYGON NORTHWEST COMPANY, L.L.C.	  	
		  	POLYGON PAYMASTER, L.L.C.	  	
		  	CASCADIAN SOUTH L.L.C.	  	
			
		  	By: Polygon WLH LLC	  	
		  	Its: Sole Member	  	
		
		  	      By:
                                         
   
		  	      Name: Matthew R. Zaist
		  	      Title:   President and Chief Executive Officer