EX-4.6



 Exhibit 4.6 
 THIRD SUPPLEMENTAL INDENTURE 
 dated as of February 25, 2014 

among 
 SHEA HOMES
LIMITED PARTNERSHIP, 
 SHEA HOMES FUNDING CORP., 
 The Guarantors Party Hereto 
 and 

WELLS FARGO BANK, NATIONAL ASSOCIATION 
 as Trustee 
  

 
 8.625% Senior
Secured Notes Due 2019 







 THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”),
entered into as of February 25, 2014, among Shea Homes Limited Partnership (the “Company”), a California limited partnership, Shea Homes Funding Corp., a Delaware corporation (together with the Company, the
“Issuers”), each of the guarantors listed on Schedule I hereto (the “Undersigned”) and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”). 

RECITALS 

WHEREAS, the Issuers, the Guarantors party thereto and the Trustee entered into an indenture, dated as of May 10, 2011, as
supplemented by the First Supplemental Indenture, dated as of October 16, 2013 and the Second Supplemental Indenture dated as of November 14, 2013 (as so supplemented, the “Indenture”), relating to the Company’s
8.625% Senior Secured Notes Due 2019 (the “Notes”); 
 WHEREAS, as a condition to the purchase of the
Notes by the Holders, the Company agreed pursuant to the Indenture to cause any newly acquired or created Restricted Subsidiaries to provide Guarantees. 
 AGREEMENT 
 NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and intending to be legally bound, the parties hereto hereby agree as follows: 

SECTION 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

 SECTION 2. Each Undersigned, by its execution of this Third Supplemental Indenture, agrees to be a
Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article VI thereof, and hereby unconditionally and irrevocably guarantees, jointly and severally, to each
Holder and to the Trustee and its successors and assigns, on the terms and subject to the conditions set forth in Article VI thereof, (1) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations of the Issuers under the Indenture and the Notes and (2) the full and punctual performance within applicable grace periods of all other obligations of the Issuers
under the Indenture and the Notes. This Third Supplemental Indenture shall constitute the legal, valid binding obligation of the Issuers enforceable against it in accordance with its terms. 

SECTION 3. This Third Supplemental Indenture shall be governed by and construed in accordance with the laws of the
State of New York. 
 SECTION 4. This Third Supplemental Indenture may be signed in various
counterparts which together will constitute one and the same instrument. 
 SECTION 5. This Third
Supplemental Indenture is an amendment supplemental to the Indenture (as amended and supplemented to the date hereof) and the Indenture and this Third Supplemental Indenture will henceforth be read together. 







 SECTION 6. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the Recitals contained herein, all of which are made solely by the Issuers and each of the Undersigned. 

[Signature page follows] 







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

			
	SHEA HOMES LIMITED PARTNERSHIP,
		
	By:	 	/s/ James G. Shontere
		 	 Name: James G. Shontere

Title: Secretary

		
	By:	 	/s/ Robert R. O’Dell
		 	 Name: Robert R. O’Dell

Title: Treasurer



  

			
	SHEA HOMES FUNDING CORP.,
		
	By:	 	/s/ James G. Shontere
		 	 Name: James G. Shontere

Title: Secretary

		
	By:	 	/s/ Robert R. O’Dell
		 	 Name: Robert R. O’Dell

Title: Treasurer



  

					
	 SHEA HOMES HOUSTON, LLC,
 SHEA HOMES ACTIVE ADULT, LLC,
 and
 SH AA DEVELOPMENT, LLC

		
	By:	 	 Shea Homes, Inc.,

a Delaware corporation
 Its: Sole
Member

			
		 	By:	 	/s/ James G. Shontere
		 		 	Name: James G. Shontere
		 		 	Title: Secretary
			
		 	By:	 	/s/ Robert R. O’Dell
		 		 	Name: Robert R. O’Dell
		 		 	Title: Treasurer


  
 [Signature Page to
Third Supplemental Indenture] 







 
			
	SHALC GC, INC.,
		
	By:	 	/s/ James G. Shontere
		 	Name: James G. Shontere
		 	Title: Secretary
		
	By:	 	/s/ Robert R. O’Dell
		 	Name: Robert R. O’Dell
		 	Title: Treasurer


 [Signature Page to Third Supplemental Indenture] 








			
	 WELLS FARGO BANK, NATIONAL
         ASSOCIATION, as Trustee,

		
	By:	 	/s/ Maddy Hall
		 	Name: Maddy Hall
		 	Title: Vice President

 [Signature Page to Third Supplemental Indenture] 







 Schedule I 
 Shea Homes Houston, LLC, a Delaware limited liability company 
 Shea Homes Active Adult, LLC, a
Delaware limited liability company 
 SHALC GC, Inc., a Delaware corporation 
 SH AA Development, LLC, a Delaware limited liability company