Exhibit










FIRST SUPPLEMENTAL INDENTURE


FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 28, 2017, by and between The New Home Company Inc., a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).  


RECITALS


WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of March 17, 2017, (the “Indenture”) providing for the issuance of the Company’s 7.250% Senior Notes due 2022 (the “Notes”);
WHEREAS, the Company originally issued $250.0 million aggregate principal amount of the Notes;


WHEREAS, Section 9.01(7) of the Indenture provides that, without notice to or consent of the Holders, the Company, the Guarantors and the Trustee may amend the Indenture to conform the text of the Indenture to any provision of the “Description of the Notes” section of the final offering circular dated March 10, 2017 for the sale of the Notes by the Company to the extent that such provision in the “Description of the Notes” section was intended to be a verbatim recitation of a provision of the Indenture;


WHEREAS, the Company and the Guarantors desire to execute and deliver this Supplemental Indenture, in accordance with the terms of the Indenture, for the purpose of amending certain provisions in the Indenture; 


WHEREAS, pursuant to Article 9 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture;


WHEREAS, the Company has provided to the Trustee the items required in Section 11.04 of the Indenture; 


WHEREAS, pursuant to Section 9.01 of the Indenture, the Company has requested that the Trustee join in the execution of this Supplemental Indenture;


WHEREAS, the Company has satisfied all conditions precedent, if any, provided under the Indenture to enable the Company, the Guarantors and the Trustee to enter into this Supplemental Indenture; and


WHEREAS, all things and acts necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company have been done.


NOW THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders, as follows:




ARTICLE I
AMENDMENTS TO THE INDENTURE


SECTION 1.1  AMENDMENTS.  The Indenture is hereby amended as follows:


A.Section 4.12.  Section 4.12 of the Indenture is hereby amended by deleting the parenthetical “(other than any CFC Subsidiary)” and replacing it as follows:


“(other than any CFC Subsidiary or any Restricted Subsidiary that is not a Wholly-Owned Restricted Subsidiary)”













ARTICLE II
MISCELLANEOUS PROVISIONS


SECTION 2.1    DEFINED TERMS.  For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.


SECTION 2.2    INDENTURE.  Except as amended hereby, the Indenture is in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound by the Indenture as amended hereby and all terms and conditions of both shall be read together as though they constitute a single agreement, except that in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.  In case of a conflict between the terms and conditions contained in the Notes and those contained in the Indenture, as modified and amended by this Supplemental Indenture, the provisions of the Indenture, as modified and amended by this Supplemental Indenture, shall control.  On and after the effective date of this Supplemental Indenture, each reference to the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” or the like shall mean and be a reference to the Indenture as supplemented by this Supplemental Indenture unless the context otherwise requires.


SECTION 2.3    GOVERNING LAW.  THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED STATES OF AMERICA.


SECTION 2.4    SUCCESSORS.  All agreements of the Company, the Guarantors and the Trustee in this Supplemental Indenture and the Notes shall bind their respective successors and assigns.


SECTION 2.5    COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.


SECTION 2.6    SEVERABILITY.  In case any one or more of the provisions in this Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.


SECTION 2.7    THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.


SECTION 2.8    EFFECTIVENESS; OPERATIVENESS.  This Supplemental Indenture will become effective and binding upon the Company, the Trustee and the holders of the Notes immediately upon execution and delivery thereof by the parties hereto.


SECTION 2.9    EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.


[Signatures appear on the following page]



























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




THE NEW HOME COMPANY INC.




/s/ John M. Stephens                             
Name:     John M. Stephens
		
	Its:
	Chief Financial Officer








[Signatures continue on the following page]



















































































































GUARANTORS


TNHC Realty and Construction Inc.
a Delaware corporation




/s/ John M. Stephens                             
Name:     John M. Stephens
		
	Its:
	Chief Financial Officer









































































































The New Home Company Southern California LLC
a Delaware limited liability company 


The New Home Company Northern California LLC
a Delaware limited liability company 


TNHC Land Company LLC 
a Delaware limited liability company 


TNHC Arizona LLC 
a Delaware limited liability company 


By:  The New Home Company Inc.
a Delaware corporation 
as Sole Member and Manager




/s/ John M. Stephens                 
Name:     John M. Stephens
		
	Its:
	Chief Financial Officer






TNHC San Juan LLC
a Delaware limited liability company 


		
	By: 
	The New Home Company Southern California LLC


a Delaware limited liability company
as Sole Member and Manager


By:    The New Home Company Inc.
a Delaware corporation 
as Sole Member and Manager




/s/ John M. Stephens                 
Name:     John M. Stephens
		
	Its:
	Chief Financial Officer

















































TNHC-Santa Clarita GP, LLC
a Delaware limited liability company 


		
	By: 
	The New Home Company Southern California LLC


a Delaware limited liability company
as Sole Member and Manager


By:    The New Home Company Inc.
a Delaware corporation 
as Sole Member and Manager




/s/ John M. Stephens                 
Name:     John M. Stephens
		
	Its:
	Chief Financial Officer



























































































LR8 Investors, LLC
a Delaware limited liability company 


		
	By:
	The New Home Company Southern California LLC


a Delaware limited liability company
as Member


By:     The New Home Company Inc.
a Delaware corporation 
as Sole Member and Manager




/s/ John M. Stephens                 
Name:     John M. Stephens
		
	Its:
	Chief Financial Officer




By:     TNHC Realty and Construction Inc.
a Delaware corporation
as Member




/s/ John M. Stephens                 
Name:     John M. Stephens 
		
	Its:
	Chief Financial Officer









































































LR8 Owner, LLC
a Delaware limited liability company


By:    LR8 INVESTORS, LLC
a Delaware limited liability company
as Sole Member


		
	By:
	The New Home Company Southern California LLC


a Delaware limited liability company
as Member


By:    The New Home Company Inc.
a Delaware corporation 
as Sole Member and Manager




       /s/ John M. Stephens              
Name:     John M. Stephens
		
	Its:
	Chief Financial Officer




By:     TNHC Realty and Construction Inc.
a Delaware corporation
as Member
    
/s/ John M. Stephens                 
Name:     John M. Stephens
		
	Its:
	Chief Financial Officer



































































TNHC-Calabasas GP LLC
a Delaware limited liability company


		
	By:
	The New Home Company Southern California LLC


a Delaware limited liability company
as Sole Member and Manager


By:    The New Home Company Inc.
a Delaware corporation 
as Sole Member and Manager




/s/ John M. Stephens                 
Name:     John M. Stephens
		
	Its:
	Chief Financial Officer




 


TNHC Grove Investment LLC
a Delaware limited liability company 


		
	By:
	The New Home Company NORTHERN California LLC


a Delaware limited liability company
as Sole Member and Manager


By:    The New Home Company Inc.
a Delaware corporation 
as Sole Member and Manager




/s/ John M. Stephens                   
Name:     John M. Stephens
		
	Its:
	Chief Financial Officer























































TNHC Canyon Oaks LLC 
a Delaware limited liability company 


By:    TNHC LAND COMPANY LLC
a Delaware limited liability company
as Sole Member and Manager


By:     The New Home Company Inc.
a Delaware corporation 
as Sole Member and Manager




/s/ John M. Stephens                
Name:     John M. Stephens
		
	Its:
	Chief Financial Officer






TNHC-Arantine GP LLC
a Delaware limited liability company 


By:     TNHC LAND COMPANY LLC
a Delaware limited liability company
as Sole Member and Manager


By:     The New Home Company Inc.
a Delaware corporation 
as Sole Member and Manager




/s/ John M. Stephens                 
Name:     John M. Stephens
		
	Its:
	Chief Financial Officer

























































U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE


By: /s/ Donald T. Hurrelbrink                 
Name: Donald T. Hurrelbrink
Title:  Vice President