EX-10.1





 Exhibit 10.1 

FIRST MODIFICATION AGREEMENT 

This FIRST MODIFICATION AGREEMENT (this “Agreement”) is made to be effective as of December 13, 2019, by and among
(i) CENTURY COMMUNITIES, INC., a Delaware corporation (“Borrower”), (ii) the undersigned Guarantors, (iii) the undersigned Lenders, and (iv) TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking
association, as Administrative Agent (“Administrative Agent”). 
 W I T N E S S E T H : 

WHEREAS, Administrative Agent, Borrower and Lenders are parties to that certain Amended and Restated Credit Agreement (as amended, the
“Credit Agreement”), dated June 5, 2018, which established a revolving line of credit in the maximum principal sum of $540,000,000 (the “Credit Facility”); and 

WHEREAS, the Credit Facility Amount was increased from $540,000,000.00 to $590,000,000, pursuant to Section 2.10 of the Credit Agreement
and that certain Joinder Agreement, dated June 28, 2018, by and among Administrative Agent, Borrower, the Guarantors, and certain of the Lenders; and 

WHEREAS, the Credit Facility Amount was further increased from $590,000,000 to $640,000,000, pursuant to Section 2.10 of the Credit
Agreement and that certain Commitment Increase and Joinder Agreement, dated February 12, 2019, by and among Administrative Agent, Borrower, the Guarantors, and certain of the Lenders; and 

WHEREAS, Administrative Agent, Borrower, the undersigned Guarantors, and the undersigned Lenders now propose to further modify the terms and
provisions of the Credit Agreement and the other related documents executed by Borrower or third parties pertaining to, evidencing or securing the Credit Facility (collectively, the “Loan Documents”). 

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Administrative Agent, Borrower, the undersigned Guarantors, and the undersigned Lenders hereby agree as follows: 

1.    Definitions. All terms used herein with initial capital letters, but not defined herein, shall have the
meanings specified in the Credit Agreement. 
 2.    Extension of Maturity Date. 

(a)    Pursuant to Section 2.11 of the Credit Agreement, the Maturity Date is hereby extended from
April 30, 2022, to April 30, 2023. 
 (b)    This Agreement shall be deemed to be an Extension
Option Agreement. 

  
 FIRST MODIFICATION AGREEMENT - Page 1














 (c)    Simultaneously with the execution and delivery of
this Agreement, Borrower shall pay to Administrative Agent an aggregate Extension Fee in the amount of $960,000, which fee shall be for the account of each Lender in accordance with its Applicable Percentage. 

3.    Uncommitted Increase in Commitments. 

(a)    From and after the date of this Agreement, Borrower may from time to time, request additional
increases in the Credit Facility Amount and the aggregate Commitments by an amount (for all such requests) not exceeding $110,000,000 (i.e., up to a maximum potential Credit Facility Amount of $750,000,000); provided that (i) any such
request for an increase shall be in a minimum amount of $20,000,000, and (ii) Borrower may make a maximum of three such requests. 

(b)    Any and all increase requests made pursuant to this Agreement shall be subject to the terms and
conditions set forth in Section 2.10 of the Credit Agreement. 
 (c)    No Lender shall have any
obligation to increase its Commitment, and any Lender may refuse to do so in its sole discretion. 

4.    Uncommitted Extension Option. 

(a)    From and after the date of this Agreement, Borrower may make one additional Extension Option request
(i.e., request to extend the Maturity Date to April 30, 2024). 
 (b)    Any Extension Option
request made pursuant to this Agreement shall be subject to the terms and conditions set forth in Section 2.11 of the Credit Agreement. 

(c)    No Lender shall have any obligation to extend the Maturity Date, and any Lender may refuse to do so
in its sole discretion. 
 5.    Letter of Credit Sublimit. The Letter of Credit Sublimit, as set forth in
Section 1.1 of the Credit Agreement, is hereby increased from $40,000,000, to $50,000,000. 
 6.    Tangible Net
Worth. Section 9.3 of the Credit Agreement is hereby revised and replaced in entirety as follows: 
 Section 9.3 Tangible
Net Worth. Borrower shall not permit, as of the last day of any fiscal quarter, Tangible Net Worth for Borrower and its Subsidiaries, on a consolidated basis, to be less than the sum of (a) $639,900,000, plus (b) 50% of the net
proceeds of any issuances of stock or other equity interests of any Obligated Party (other than to another Obligated Party) after September 30, 2019, plus (c) 50% of the amount of quarterly net income of Borrower and its subsidiaries, on
a consolidated basis (but without deduction for any net loss), after September 30, 2019. 

  
 FIRST MODIFICATION AGREEMENT - Page 2














 7.    Compliance Certificate. The form of Compliance Certificate
attached to the Credit Agreement as Exhibit C is hereby revised and replaced in entirety with Exhibit C attached hereto. 

8.    Divisions. The following paragraph is hereby added to the Credit Agreement as Section 1.9: 

Section 1.9 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under
Delaware Law (or any comparable event under a different jurisdiction’s Laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to
have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity
interests at such time. 
 9.    Eurodollar Rate. The definition of “Eurodollar Rate,” as set forth in
Section 1.1 of the Credit Agreement, is hereby revised and replaced in entirety as follows: 
 “Eurodollar
Rate” means: 
 (a) with respect to any Eurodollar Rate Loan for any Interest Period, the rate (expressed as a percentage per
annum and adjusted as described in Section 3.3(b)) for deposits in Dollars for a term comparable to such Interest Period that is published or announced on Bloomberg BTMM (or on any successor or
substitute page or service providing quotations of interest rates applicable to Dollar deposits in the London interbank market comparable to those currently provided on such page or service, as determined by Administrative Agent from time to time)
as calculated by ICE as of 11:00 a.m., London, England time, on the related Eurodollar Rate Determination Date, and if such rate shall ceased to be published or announced on Bloomberg BTMM or such successor or substitute page or service or if
Administrative Agent determines (which determination shall be conclusive absent manifest error) that the rate calculated by ICE no longer accurately reflects the rate available to Administrative Agent in the London interbank market and that such
circumstance is likely to be temporary, then the Eurodollar Rate shall be determined by Administrative Agent to be the offered rate as announced by a recognized commercial service as representing the


  
 FIRST MODIFICATION AGREEMENT - Page 3














 
average London interbank offered rate for deposits in Dollars for a term comparable to such Interest Period as of 11:00 a.m. on the relevant Eurodollar Rate Determination Date; and 

(b) with respect to any interest calculation with respect to a Base Rate Loan on any date, the rate (expressed as a percentage per annum and
adjusted as described in Section 3.3(b)) for deposits in Dollars for a term of one (1) month commencing on the date of calculation that is published or announced on Bloomberg BTMM (or on any
successor or substitute page or service providing quotations of interest rates applicable to Dollar deposits in the London interbank market comparable to those currently provided on such page or service, as determined by Administrative Agent from
time to time) as calculated by ICE as of 11:00 a.m., London, England time, on the related Eurodollar Rate Determination Date, and if such rate shall ceased to be published or announced on Bloomberg BTMM or such successor or substitute page or
service or if Administrative Agent determines (which determination shall be conclusive absent manifest error) that the rate calculated by ICE no longer accurately reflects the rate available to Administrative Agent in the London interbank market and
that such circumstance is likely to be temporary, then the Eurodollar Rate shall be determined by Administrative Agent to be the offered rate as announced by a recognized commercial service as representing the average London interbank offered rate
for deposits in Dollars for a term of one (1) month as of 11:00 a.m. on the relevant Eurodollar Rate Determination Date. 

10.    ICE. The following term, and accompanying definition, are hereby added to Section 1.1 of the Credit
Agreement: 
 “ICE” means the Intercontinental Exchange Benchmark Administration or any successor thereto. 

11.    Inability to Determine Rates. Section 3.3 of the Credit Agreement is hereby revised and replaced in
entirety as follows: 
 Section 3.3 Inability to Determine Rates. 

(a) Subject to clause (b) below, if (i) Administrative Agent or the Required Lenders determine that for any reason in
connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (A) Dollar 

  
 FIRST MODIFICATION AGREEMENT - Page 4














 
deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (B) adequate and reasonable
means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, (C) the Eurodollar Rate for any requested
Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, (D) ICE has ceased to calculate the Eurodollar Rate, or (E) the
Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan does not accurately reflect the rate available to the Lenders in the London interbank
market, or (ii) by reason of any Change in Law any Lender would become subject to restrictions on the amount of a category of liabilities or assets which it may hold and notifies Administrative Agent of same, Administrative Agent will promptly
so notify Borrower and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the
Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice
or a Replacement Rate and replacement benchmark spread has been established pursuant to Section 3.3(b). Upon receipt of such notice, Borrower may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurodollar Rate Borrowings or, failing that, will be deemed to have converted such request into a request for a Base Rate Borrowing in the amount specified therein. 

(b) If at any time Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) any of the
circumstances set forth in clause (a)(i) or clause (a)(ii) have arisen and such circumstances are unlikely to be temporary or (ii) any of the circumstances set forth in clause (a)(i) or clause
(a)(ii) have not arisen but (x) ICE or the Alternative Reference Rates Committee convened by the Board of Governors has announced a 

  
 FIRST MODIFICATION AGREEMENT - Page 5














 
commercial loan index as an alternative to the Eurodollar Rate and commercial banks in the United States are using such alternative loan index for new commercial loans, (y) the Eurodollar
Rate is no longer being widely used by commercial banks as a loan index in the United States for new commercial loans similar to the Credit Facility, or (z) a Governmental Authority having jurisdiction over Administrative Agent has made a
public statement identifying a specific date after which the Eurodollar Rate shall no longer be used for determining interest rates for new commercial loans originated in the United States, then Administrative Agent may, to the extent practicable
(in consultation with Borrower and as determined by Administrative Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice),
establish a replacement interest rate (the “Replacement Rate” provided that, if the Replacement Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement) and a replacement benchmark spread,
and Borrower and Administrative Agent shall enter into an amendment to this Agreement to reflect such Replacement Rate and replacement benchmark spread or such other related changes to this Agreement as may be applicable. Notwithstanding anything to
the contrary in Section 12.10, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as Administrative Agent shall not have received,
within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. 

12.    Federal Funds Rate. The following sentence is hereby added to the end of the definition of “Federal
Funds Rate,” as it appears in Section 1.1 of the Credit Agreement: “Notwithstanding the foregoing, if the Federal Funds Rate is less than zero, then such rate shall be deemed to be zero for purposes of this Agreement.” 

13.    Prime Rate. The following sentence is hereby added to the end of the definition of “Prime Rate,”
as it appears in Section 1.1 of the Credit Agreement: “Notwithstanding the foregoing, if the Prime Rate is less than zero, then such rate shall be deemed to be zero for purposes of this Agreement.” 

  
 FIRST MODIFICATION AGREEMENT - Page 6














 14.    Qualified Financial Contracts. 

(a)    The following terms, and accompanying definitions, are hereby added to Section 1.1 of the
Credit Agreement: 
 “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under,
and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. 
 “Covered Entity” means any of the
following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R.
§§ 252.81, 47.2 or 382.1, as applicable. 
 “QFC” has the meaning
assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 

(b)    The following paragraphs are hereby added to the Credit Agreement as Section 12.31: 

Section 12.31 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a
guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and
agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations
promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in
fact be stated to be governed by the Laws of the State of Texas and/or of the United States or any other state of the United States): 
 In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC
Credit Support (and any interest and obligation in or 

  
 FIRST MODIFICATION AGREEMENT - Page 7














 
under such Supported QFC and such QFC Credit Support, and any rights in Property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same
extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in Property) were governed by the Laws of the United States or a state
of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported
QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan
Documents were governed by the Laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event
affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 
 15.    Real
Estate Subsidiaries. The list of Real Estate Subsidiaries attached to the Credit Agreement as Schedule 6.13 is hereby revised and replaced in entirety with Schedule 6.13 attached hereto. Borrower represents and warrants that (a) as
of the date of this Agreement, Borrower has no Real Estate Subsidiaries other than those listed on Schedule 6.13 attached hereto, and (b) Schedule 6.13 sets forth the jurisdiction of
incorporation or organization of each such Real Estate Subsidiary and the percentage of Borrower’s ownership interest in such Real Estate Subsidiary. 

16.    Acknowledgment by Borrower. Except as otherwise specified herein, the terms and provisions hereof shall in
no manner impair, limit, restrict or otherwise affect the obligations of Borrower or any third party to Administrative Agent and Lenders, as evidenced by the Loan Documents. Borrower hereby acknowledges, agrees and represents that (i) Borrower
is indebted to Lenders pursuant to the terms of the Notes; (ii) there are no claims or offsets against, or defenses or counterclaims to, the terms or provisions of the Loan Documents, and the other obligations created or evidenced by the Loan
Documents; (iii) Borrower has no claims, offsets, defenses or counterclaims arising from any of Administrative Agent’s or Lenders’ acts or omissions with respect to the Loan Documents or Administrative Agent’s or Lenders’
performance under the Loan Documents; (iv) the representations and warranties of Borrower contained in the Loan Documents are true and correct as of the date hereof, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such earlier date; (v) Borrower is not in default and no event has occurred which, with the passage of time, giving of notice, or both, would constitute a default by
Borrower of its obligations under the terms and provisions of the Loan Documents, and (vi) 

  
 FIRST MODIFICATION AGREEMENT - Page 8














 
neither Administrative Agent nor Lenders are in default and no event has occurred which, with the passage of time, giving of notice, or both, would constitute a default by Administrative Agent or
Lenders of their respective obligations under the terms and provisions of the Loan Documents. To the extent Borrower now has any claims, offsets, defenses or counterclaims against Administrative Agent or Lenders or the repayment of all or a portion
of the Credit Facility, whether known or unknown, fixed or contingent, same are hereby forever irrevocably waived and released in their entirety. 

17.    No Waiver of Remedies. Except as may be expressly set forth herein, nothing contained in this Agreement
shall prejudice, act as, or be deemed to be a waiver of any right or remedy available to Administrative Agent or Lenders by reason of the occurrence or existence of any fact, circumstance or event constituting a default under the Loan Documents.

 18.    Joinder of Guarantors. By its execution hereof, each Guarantor hereby (i) acknowledges and
consents to the terms and provisions hereof; (ii) ratifies and confirms the Guaranty, including all interest and costs of collection, to or for the benefit of Administrative Agent and Lenders; (iii) agrees that the Guaranty is and shall
remain in full force and effect and that the terms and provisions of the Guaranty cover and pertain to the Credit Facility, Notes and other Loan Documents as modified hereby; (iv) acknowledges that there are no claims or offsets against, or
defenses or counterclaims to, the terms and provisions of the Guaranty or the other obligations created and evidenced by the Guaranty; (v) certifies that the representations and warranties contained in the Guaranty remain true and correct
representations and warranties of Guarantor as of the date hereof; and (vi) acknowledges that Administrative Agent and Lenders have satisfied and performed their covenants and obligations under the Guaranty and the other Loan Documents, and
that no action or failure to act by or on behalf of, Administrative Agent or Lenders has or will give rise to any cause of action or other claim against Administrative Agent or Lenders for breach of the Guaranty or other Loan Documents or otherwise.

 19.    Costs and Expenses. Contemporaneously with the execution and delivery hereof, Borrower shall pay, or
cause to be paid, all costs and expenses incident to the preparation, execution and recordation hereof and the consummation of the transaction contemplated hereby, including, but not limited to, reasonable fees and expenses of legal counsel to
Administrative Agent. 
 20.    Additional Documentation. From time to time, Borrower shall execute or procure
and deliver to Administrative Agent such other and further documents and instruments evidencing, securing or pertaining to the Credit Facility or the Loan Documents as shall be reasonably requested by Administrative Agent so as to evidence or effect
the terms and provisions hereof. If requested by Administrative Agent, Borrower shall cause to be delivered to Administrative Agent, an opinion of counsel, satisfactory to Administrative Agent, opining to (i) the validity and enforceability of
this Agreement and the other Loan Documents executed on this date in connection with the transaction contemplated hereby; (ii) the authority of Borrower, and any constituents of Borrower, to execute, deliver and perform its or their respective
obligations under the Loan Documents, as hereby modified; and (iii) such other matters as reasonably requested by Administrative Agent. 

  
 FIRST MODIFICATION AGREEMENT - Page 9














 21.    Effectiveness of the Loan Documents. Except as expressly
modified by the terms and provisions hereof, each of the terms and provisions of the Loan Documents are hereby ratified and shall remain in full force and effect; provided, however, that any reference in any of the Loan Documents to the Credit
Facility, the amount constituting the Credit Facility, any defined terms, or to any of the other Loan Documents shall be deemed, from and after the date hereof, to refer to the Credit Facility, the amount constituting the Credit Facility, defined
terms and to such other Loan Documents, as modified hereby. 
 22.    Governing Law. THE TERMS AND
PROVISIONS HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN. 

23.    Time. Time is of the essence in the performance of the covenants contained herein and in the Loan Documents.

 24.    Binding Agreement. This Agreement shall be binding upon the successors and assigns of the parties
hereto; provided, however, the foregoing shall not be deemed or construed to (i) permit, sanction, authorize or condone the assignment of any rights, titles or interests in and to Borrower, or (ii) confer any right, title, benefit, cause
of action or remedy upon any person or entity not a party hereto, which such party would not or did not otherwise possess. 

25.    Headings. The section headings hereof are inserted for convenience of reference only and shall in no way
alter, amend, define or be used in the construction or interpretation of the text of such section. 

26.    Construction. Whenever the context hereof so requires, reference to the singular shall include the plural
and likewise, the plural shall include the singular; words denoting gender shall be construed to mean the masculine, feminine or neuter, as appropriate; and specific enumeration shall not exclude the general, but shall be construed as cumulative of
the general recitation. 
 27.    Severability. If any clause or provision of this Agreement is or should ever be
held to be illegal, invalid or unenforceable under any present or future law applicable to the terms hereof, then and in that event, it is the intention of the parties hereto that the remainder of this Agreement shall not be affected thereby, and
that in lieu of each such clause or provision of this Agreement that is illegal, invalid or unenforceable, such clause or provision shall be judicially construed and interpreted to be as similar in substance and content to such illegal, invalid or
unenforceable clause or provision, as the context thereof would reasonably suggest, so as to thereafter be legal, valid and enforceable. 

28.    Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be
convenient or required. It shall not be necessary that the signature and acknowledgment of, or on behalf of, each party, or that the signature and acknowledgment of all persons required to bind any party, appear on each counterpart. All counterparts
shall collectively constitute a single instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties
hereto. Any signature page to any counterpart 

  
 FIRST MODIFICATION AGREEMENT - Page 10














 
may be detached from such counterpart without impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to it
additional signature pages. Delivery of an executed counterpart of this Agreement by facsimile or portable document format (PDF) via email shall be equally as effective as delivery of an executed original counterpart. 

29.    Notice of Final Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR
VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO OR THERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO OR THERETO. THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS MAY BE AMENDED OR WAIVED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE RESPECTIVE PARTIES TO SUCH DOCUMENTS. 
 [The remainder
of this page is intentionally left blank. The signature pages follow.] 

  
 FIRST MODIFICATION AGREEMENT - Page 11














 EXECUTED to be effective as of the date first above written. 

 

			
	ADMINISTRATIVE AGENT:
	
	 TEXAS CAPITAL BANK,

NATIONAL ASSOCIATION



 
			
		
	By:	 	 /s/ Sabrina Chou

	Name:	 	Sabrina Chou
	Title:	 	Vice President


 FIRST MODIFICATION AGREEMENT – Administrative Agent’s Signature Page 












 
			
	LENDER:
	
	 TEXAS CAPITAL BANK,

NATIONAL ASSOCIATION



 
			
		
	By:	 	 /s/ Sabrina Chou

	Name:	 	Sabrina Chou
	Title:	 	Vice President


 FIRST MODIFICATION AGREEMENT - Lender’s Signature Page [Texas Capital Bank, National Association] 












 
			
	LENDER:
	
	BANK OF AMERICA, N.A.


 
			
		
	By:	 	 /s/ Helen Chan

	Name:	 	Helen Chan
	Title:	 	Vice President


 FIRST MODIFICATION AGREEMENT - Lender’s Signature Page [Bank of America, N.A.] 












 
			
	LENDER:
	
	FIFTH THIRD BANK


 
			
		
	By:	 	 /s/ Talianna Carlson-Manne

	Name:	 	Talianna Carlson-Manne
	Title:	 	Senior Vice President


 FIRST MODIFICATION AGREEMENT - Lender’s Signature Page [Fifth Third Bank] 












 
			
	LENDER:
	
	U.S. BANK NATIONAL ASSOCIATION


 
			
		
	By:	 	 /s/ Mike Shoemaker

	Name:	 	Mike Shoemaker
	Title:	 	VP, Relationship Manager


 FIRST MODIFICATION AGREEMENT - Lender’s Signature Page [U.S. Bank National Association] 












 
			
	LENDER:
	
	BMO HARRIS BANK N.A.


 
			
		
	By:	 	 /s/ Amy K. Dumser

	Name:	 	Amy K. Dumser
	Title:	 	Director


 FIRST MODIFICATION AGREEMENT - Lender’s Signature Page [BMO Harris Bank N.A.] 












 
			
	LENDER:
	
	JPMORGAN CHASE BANK, N.A.


 
			
		
	By:	 	 /s/ Nadeige Dang

	Name:	 	Nadeige Dang
	Title:	 	Executive Director


 FIRST MODIFICATION AGREEMENT - Lender’s Signature Page [JPMorgan Chase Bank, N.A.] 












 
			
	LENDER:
	
	BBVA USA fka COMPASS BANK


 
			
		
	By:	 	 /s/ Ben Weimer

	Name:	 	Ben Weimer
	Title:	 	Senior Vice President


 FIRST MODIFICATION AGREEMENT - Lender’s Signature Page [Compass Bank] 












 
			
	LENDER:
	
	CIBC BANK USA


 
			
		
	By:	 	 /s/ Michael Olson

	Name:	 	Michael Olson
	Title:	 	Managing Director


 FIRST MODIFICATION AGREEMENT - Lender’s Signature Page [CIBC Bank USA] 












 
			
	LENDER:
	
	CITIBANK, N.A.


 
			
		
	By:	 	 /s/ Michael Vondriska

	Name:	 	Michael Vondriska
	Title:	 	Vice President


 FIRST MODIFICATION AGREEMENT - Lender’s Signature Page [Citibank, N.A.] 












 
			
	LENDER:
	
	 ZIONS BANCORPORATION, N.A. 

dba VECTRA BANK COLORADO



 
			
		
	By:	 	 /s/ Shane Frazier

	Name:	 	Shane Frazier
	Title:	 	Vice President


 FIRST MODIFICATION AGREEMENT - Lender’s Signature Page [Vectra Bank Colorado] 












 
			
	LENDER:
	
	 FLAGSTAR BANK, FSB,
 a
federally chartered savings bank



 
			
		
	By:	 	 /s/ Philip Trujillo

	Name:	 	Philip Trujillo
	Title:	 	Vice President


 FIRST MODIFICATION AGREEMENT - Lender’s Signature Page [Flagstar Bank, FSB] 












 
			
	LENDER:
	
	PROSPERITY BANK DBA LEGACYTEXAS BANK


 
			
		
	By:	 	 /s/ Eric Sonneborn

	Name:	 	Eric Sonneborn
	Title:	 	Senior Vice President


 FIRST MODIFICATION AGREEMENT - Lender’s Signature Page [Prosperity Bank dba LegacyTexas Bank] 












 
			
	BORROWER:
	
	 CENTURY COMMUNITIES, INC.,

a Delaware corporation

		
	By:	 	 /s/ David Messenger

	Name:	 	David Messenger
	Title:	 	Chief Financial Officer


 FIRST MODIFICATION AGREEMENT – Borrower’s Signature Page 













					
		 		 	GUARANTORS:
			
		 		 	 BMC REALTY ADVISORS, INC.,
 a California
corporation

			
		 		 	By:       /s/
David Messenger                                      
                    
		 		 	Name:  David Messenger
		 		 	Title:    Authorized Signatory
			
		 		 	AUGUSTA POINTE, LLC,
		 		 	AVALON AT INVERNESS, LLC,
		 		 	AVR A, LLC,
		 		 	AVR B, LLC,
		 		 	AVR C, LLC,
		 		 	BEACON POINTE, LLC,
		 		 	BLACKSTONE HOMES, LLC,
		 		 	CC COMMUNITIES, LLC,
		 		 	CCC HOLDINGS, LLC,
		 		 	CCH HOMES, LLC,
		 		 	CENTURY AT ANTHOLOGY, LLC,
		 		 	CENTURY AT ASH MEADOWS, LLC,
		 		 	CENTURY AT AUTUMN VALLEY RANCH, LLC,
		 		 	CENTURY AT BEACON POINTE, LLC,
		 		 	CENTURY AT BELLEVIEW PLACE, LLC,
		 		 	CENTURY AT CALEY, LLC,
		 		 	CENTURY AT CANDELAS, LLC,
		 		 	CENTURY AT CAROUSEL FARMS, LLC,
		 		 	CENTURY AT CASTLE PINES TOWN CENTER, LLC,
		 		 	CENTURY AT CLAREMONT RANCH, LLC,
		 		 	CENTURY AT COLLIERS HILL, LLC,
		 		 	CENTURY AT COMPARK VILLAGE NORTH, LLC,
		 		 	CENTURY AT COMPARK VILLAGE SOUTH, LLC,
		 		 	CENTURY AT COYOTE CREEK, LLC,
		 		 	CENTURY AT FOREST MEADOWS, LLC,
		 		 	CENTURY AT HARVEST MEADOWS, LLC,
		 		 	CENTURY AT LANDMARK, LLC,
		 		 	CENTURY AT LITTLETON VILLAGE, LLC,
		 		 	CENTURY AT LITTLETON VILLAGE II, LLC,
		 		 	CENTURY AT LOR, LLC,
		 		 	CENTURY AT LOWRY, LLC,
		 		 	CENTURY AT MARVELLA, LLC,
		 		 	CENTURY AT MAYFIELD, LLC,
		 		 	CENTURY AT MIDTOWN, LLC,
		 		 	CENTURY AT MILLENNIUM, LLC,
		 		 	CENTURY AT MURPHY CREEK, LLC,


  
 FIRST MODIFICATION AGREEMENT –
Guarantor’s Signature Page 1 of 5 














							
		 		 		 	CENTURY AT OAK STREET, LLC,
		 		 		 	CENTURY AT OBSERVATORY HEIGHTS, LLC,
		 		 		 	CENTURY AT OUTLOOK, LLC,
		 		 		 	CENTURY AT PEARSON GROVE, LLC,
		 		 		 	CENTURY AT SALISBURY HEIGHTS, LLC,
		 		 		 	CENTURY AT SOUTHSHORE, LLC,
		 		 		 	CENTURY AT SPRING VALLEY RANCH, LLC,
		 		 		 	CENTURY AT TANGLEWOOD, LLC,
		 		 		 	CENTURY AT TERRAIN, LLC,
		 		 		 	CENTURY AT THE GROVE, LLC,
		 		 		 	CENTURY AT THE HEIGHTS, LLC,
		 		 		 	CENTURY AT THE MEADOWS, LLC,
		 		 		 	CENTURY AT VISTA RIDGE, LLC,
		 		 		 	CENTURY AT WILDGRASS, LLC,
		 		 		 	CENTURY AT WOLF RANCH, LLC,
		 		 		 	CENTURY AT WYNDHAM HILL, LLC,
		 		 		 	CENTURY CITY, LLC,
		 		 		 	CENTURY COMMUNITIES OF GEORGIA, LLC,
		 		 		 	CENTURY COMMUNITIES SOUTHEAST, LLC,
		 		 		 	CENTURY GROUP LLC,
		 		 		 	CENTURY LAND HOLDINGS, LLC,
		 		 		 	CENTURY LAND HOLDINGS II, LLC,
		 		 		 	CENTURY LAND HOLDINGS OF TEXAS, LLC,
		 		 		 	CENTURY TOWNHOMES AT CANDELAS, LLC,
		 		 		 	CHERRY HILL PARK, LLC,
		 		 		 	COTTAGES AT WILLOW PARK, LLC,
		 		 		 	CROWN HILL, LLC,
		 		 		 	ENCLAVE AT BOYD PONDS, LLC,
		 		 		 	ENCLAVE AT CHERRY CREEK, LLC,
		 		 		 	ENCLAVE AT PINE GROVE, LLC,
		 		 		 	ESTATES AT CHATFIELD FARMS, LLC,
		 		 		 	HEARTH AT OAK MEADOWS, LLC,
		 		 		 	HOMETOWN, LLC,
		 		 		 	HOMETOWN SOUTH, LLC,
		 		 		 	HORIZON BUILDING SERVICES, LLC,
		 		 		 	LAKEVIEW FORT COLLINS, LLC,
		 		 		 	MADISON ESTATES, LLC,
		 		 		 	MERIDIAN RANCH, LLC,
		 		 		 	MONTECITO AT RIDGEGATE, LLC,
		 		 		 	PARK 5TH AVENUE DEVELOPMENT CO., LLC,
		 		 		 	PRESERVE AT BRIARGATE, LLC,
		 		 		 	RESERVE AT HIGHPOINTE ESTATES, LLC,
		 		 		 	RESERVE AT THE MEADOWS, LLC,
		 		 		 	SADDLEBACK HEIGHTS, LLC,
		 		 		 	SADDLE ROCK GOLF, LLC,
		 		 		 	STETSON RIDGE HOMES, LLC,
		 		 		 	THE RETREAT AT RIDGEGATE, LLC,
		 		 		 	THE VISTAS AT NOR’WOOD, LLC,
		 		 		 	VENUE AT ARISTA, LLC,
		 		 		 	VERONA ESTATES, LLC,
		 		 		 	VILLAS AT MURPHY CREEK, LLC,


  
 FIRST MODIFICATION AGREEMENT –
Guarantor’s Signature Page 2 of 5 














							
		 		 	WATERSIDE AT HIGHLAND PARK, LLC,
		 		 	WESTOWN CONDOMINIUMS, LLC,
		 		 	WESTOWN TOWNHOMES, LLC, and
		 		 	WILDGRASS, LLC,
		 		 	all Colorado limited liability companies
				
		 		 	By:	 	 /s/ David Messenger

		 		 	Name:	 	David Messenger
		 		 	Title:	 	Authorized Signatory
			
		 		 	BENCHMARK BUILDERS NORTH CAROLINA, LLC,
		 		 	BENCHMARK COMMUNITIES, LLC,
		 		 	BMC EAST GARRISON, LLC,
		 		 	BMC EG BLUFFS, LLC,
		 		 	BMC EG BUNGALOW, LLC,
		 		 	BMC EG COURTYARDS, LLC,
		 		 	BMC EG GARDEN, LLC,
		 		 	BMC EG GROVE, LLC,
		 		 	BMC EG TOWNS, LLC,
		 		 	BMC EG VILLAGE, LLC,
		 		 	BMC MEADOWOOD II, LLC,
		 		 	BMC PINE RIDGE, LLC,
		 		 	BMC PROMISE WAY, LLC,
		 		 	BMC RANCHO ETIWANDA, LLC,
		 		 	BMC RED HAWK, LLC,
		 		 	BMC ROSEMEAD, LLC,
		 		 	BMC SAGEWOOD, LLC,
		 		 	BMC SHIELDS LOCAN, LLC,
		 		 	BMC TOUCHSTONE, LLC,
		 		 	BMCH CALIFORNIA, LLC,
		 		 	BMCH NORTH CAROLINA, LLC,
		 		 	BMCH TENNESSEE, LLC,
		 		 	BMCH WASHINGTON, LLC,
		 		 	CENTURY COMMUNITIES OF CALIFORNIA, LLC, CENTURY COMMUNITIES OF NEVADA, LLC,
		 		 	CENTURY COMMUNITIES OF NORTH CAROLINA, LLC,
		 		 	CENTURY COMMUNITIES OF SOUTH CAROLINA, LLC,
		 		 	CENTURY COMMUNITIES OF TENNESSEE, LLC,
		 		 	CENTURY COMMUNITIES OF WASHINGTON, LLC,
		 		 	CENTURY RHODES RANCH GC, LLC,
		 		 	CENTURY TUSCANY GC, LLC,
		 		 	NEIGHBORHOOD ASSOCIATIONS GROUP, LLC,
		 		 	UCP, LLC,
		 		 	UCP BARCLAY III, LLC,
		 		 	UCP EAST GARRISON, LLC,
		 		 	UCP HILLCREST HOLLISTER, LLC,
		 		 	UCP KERMAN, LLC,
		 		 	UCP MEADOWOOD III, LLC,


  
 FIRST MODIFICATION AGREEMENT –
Guarantor’s Signature Page 3 of 5 













 
			
	UCP SAGEWOOD, LLC,
	UCP SANTA ANA HOLLISTER, LLC,
	UCP SOLEDAD, LLC,
	UCP TAPESTRY, LLC,
	UCP QUAIL RUN, LLC, and
	WJH LLC,
	all Delaware limited liability companies
		
	By:	 	 /s/ David Messenger

	Name:	 	David Messenger
	Title:	 	Authorized Signatory
	
	CASA ACQUISITION CORP.,
	a Delaware corporation
		
	By:	 	 /s/ David Messenger

	Name:	 	David Messenger
	Title:	 	Authorized Signatory
	
	CCG CONSTRUCTORS LLC, and
	CCG REALTY GROUP LLC,
	all Georgia limited liability companies
		
	By:	 	 /s/ David Messenger

	Name:	 	David Messenger
	Title:	 	Authorized Signatory
	
	CENTURY COMMUNITIES OF NEVADA REALTY, LLC,
	a Nevada limited liability company
		
	By:	 	 /s/ David Messenger

	Name:	 	David Messenger
	Title:	 	Authorized Signatory



  
 FIRST MODIFICATION AGREEMENT –
Guarantor’s Signature Page 4 of 5 













 
			
	CENTURY COMMUNITIES OF UTAH, LLC, and
	CENTURY LAND HOLDINGS OF UTAH, LLC,
	all Utah limited liability companies
		
	By:	 	 /s/ David Messenger

	Name:	 	David Messenger
	Title:	 	Authorized Signatory
	
	SWMJ CONSTRUCTION, INC.,
	a Texas corporation
		
	By:	 	 /s/ David Messenger

	Name:	 	David Messenger
	Title:	 	Authorized Signatory



  
 FIRST MODIFICATION AGREEMENT –
Guarantor’s Signature Page 5 of 5 













 EXHIBIT C 

Compliance Certificate 

[The form of Compliance Certificate follows this cover page.] 

  
 EXHIBIT C – Compliance Certificate














 COMPLIANCE CERTIFICATE 

 

			
	FOR QUARTER ENDED
                                         
        (the “Subject Period”)
	ADMINISTRATIVE AGENT:	  	Texas Capital Bank, National Association
	BORROWER:	  	Century Communities, Inc.

 This Compliance Certificate (this “Certificate”) is delivered under the Amended and Restated Credit
Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of June 5, 2018, by and among Borrower, the Lenders from time to time party thereto and
Administrative Agent. Capitalized terms used in this Certificate shall, unless otherwise indicated, have the meanings set forth in the Credit Agreement. The undersigned hereby certifies to Administrative Agent and Lender as of the date hereof that:
(a) he is the
                                         
    of Borrower, and that, as such, he is authorized to execute and deliver this Certificate to Administrative Agent on behalf of Borrower; (b) he has reviewed and is familiar with the terms of the Credit Agreement and has
made, or has caused to be made under his supervision, a detailed review of the transactions and condition (financial or otherwise) of Borrower during the Subject Period; (c) during the Subject Period, to the best of his knowledge, Borrower
performed and observed each covenant and condition of the Loan Documents applicable to it and no Default or Event of Default currently exists or has occurred which has not been cured or waived by Required Lenders or all Lenders, as required by the
Loan Documents; (d) the representations and warranties of Borrower contained in Article 6 of the Credit Agreement, and any representations and warranties of Borrower that are contained in any document furnished at any time under or in
connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier
date, and except that for purposes of this Certificate, the representations and warranties contained in Section 6.2 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to
Section 7.1 of the Credit Agreement, including the statements in connection with which this Certificate is delivered; (e) the financial statements of Borrower attached to this Certificate were prepared in accordance
with GAAP, and present, on a consolidated basis, fairly and accurately the financial condition and results of operations of Borrower and its Subsidiaries as of the end of and for the Subject Period; (f) the financial covenant analyses and
information set forth below are true and accurate on and as of the date of this Certificate; and (g) the status of compliance by Borrower with certain covenants of the Credit Agreement at the end of the Subject Period is as set forth below:

  

  
 COMPLIANCE CERTIFICATE – Page 1















									
	 	  	 	  	 	  	 In Compliance as of

End of Subject Period

(Please Indicate)

	1.	  	Financial Statements and Reports	  		  	
					
		  	(a)	  	Provide annual audited FYE financial statements within 90 days after the last day of each fiscal year.	  	Yes	  	No
					
		  	(b)	  	Provide quarterly financial statements within 45 days after the last day of the first three fiscal quarters of each year.	  	Yes	  	No
					
		  	(c)	  	Provide monthly Borrowing Base Report within 30 days after the last day of each month.	  	Yes	  	No
					
		  	(d)	  	Provide a quarterly Compliance Certificate within 45 days after the last day of each fiscal quarter.	  	Yes	  	No
					
		  	(e)	  	Provide quarterly Inventory and Sales Status Report within 45 days after the last day of each fiscal quarter.	  	Yes	  	No
					
		  	(f)	  	Provide annual projections no more than 60 days after the start of each fiscal year	  	Yes	  	No
				
	2.	  	Real Estate Subsidiaries	  		  	
				
		  	None, except as listed on Schedule 6.13, or that have executed a Guaranty.	  	Yes	  	No
				
	3.	  	Debt	  		  	
				
		  	None, except Debt permitted by Section 8.1 of the Credit Agreement.	  	Yes	  	No
				
	4.	  	Liens	  		  	
				
		  	None, except Liens permitted by Section 8.2 of the Credit Agreement.	  	Yes	  	No
				
	5.	  	Acquisitions and Mergers	  		  	
				
		  	None, except those permitted by Section 8.3 of the Credit Agreement.	  	Yes	  	No
				
	6.	  	Dividends and Stock Repurchase	  	Yes	  	No
				
		  	None, except as permitted by Section 8.4 of the Credit Agreement. (if applicable, Dollar amount during Subject Period:
$              )	  		  	
				
	7.	  	Loans and Investments	  	Yes	  	No
				
		  	None, except those permitted by Section 8.5 of the Credit Agreement.	  		  	
				
	8.	  	Issuance of Equity	  		  	
				
		  	None, except issuances permitted by Section 8.6 of the Credit Agreement.	  	Yes	  	No
				
	9.	  	Affiliate Transactions	  		  	
				
		  	None, except transactions permitted by Section 8.7 of the Credit Agreement.	  	Yes	  	No


  
 COMPLIANCE CERTIFICATE – Page 2















							
	10.	  	Dispositions of Assets	  		  	
				
		  	None, except dispositions permitted by Section 8.8 of the Credit Agreement.	  	Yes	  	No
				
	11.	  	Sale and Leaseback Transactions	  		  	
				
		  	None, except transactions permitted by Section 8.9 of the Credit Agreement.	  	Yes	  	No
				
	12.	  	Prepayment of Debt	  		  	
				
		  	None, except prepayments permitted by Section 8.10 of the Credit Agreement.	  	Yes	  	No
				
	13.	  	Changes in Nature of Business	  		  	
				
		  	None, except changes permitted by Section 8.11 of the Credit Agreement.	  	Yes	  	No
				
	14.	  	Environmental Protection	  		  	
				
		  	No activity likely to cause violations of Environmental Laws or create any Environmental Liabilities.	  	Yes	  	No
				
	15.	  	Changes in Fiscal Year; Accounting Practices	  		  	
				
		  	None, except transactions permitted by Section 8.13 of the Credit Agreement.	  	Yes	  	No
				
	16.	  	No Negative Pledge	  		  	
				
		  	None, except those permitted by Section 8.14 of the Credit Agreement.	  	Yes	  	No
				
	17.	  	Leverage Ratio	  		  	
		
		  	 •   Maximum of 1.50 to 1.00 at end of Subject Period, if no
Triggering Event

		
		  	 •   Maximum of 1.75 to 1.00 for the first 4 Subject Periods
ending after a Triggering Event

		
		  	 •   Maximum of 1.60 to 1.00 for the 5th and 6th Sub. Periods ending after a Triggering Event

		
		  	 •   Maximum of 1.50 to 1.00 for all other Subject Periods
ending after a Triggering Event

		
		  	(Defined as Debt divided by TNW).


															
				
		  	
                    
      ÷                           
      =                           
	  	Yes	  	No
		  	Debt	 		  	TNW	 		  		  		  	
				
		  	 Has Triggering Event Occurred?
	  	Yes	  	No
		  	 Date of Triggering Event:
            , 20    
	  		  	
					
	18.	  	Interest Coverage Ratio	  		  	Yes	  	No
		
		  	Minimum of 1.50 to 1.00 at end of Subject Period (Defined as EBITDA divided by Cash Interest Expense; calculated on a rolling 4 quarter basis).


  
 COMPLIANCE CERTIFICATE – Page 3















							
		  	 _____________   ÷   _______________   =   ____________

EBITDA                     Interest Expense
	  		  	
				
	19.	  	 Tangible Net Worth (TNW)
  

Minimum of $_________ at end of Subject Period (defined as (a) $639,900,000 plus (b) 50% of net proceeds of equity issuances after 9/30/19, plus (c)
the sum of 50% of the amount of quarterly net income (without deduction for net loss) after 9/30/19.
	  	Yes	  	No
		  		  		  	
		  	Equity Issuances: $____________ X 50% = $___________	  		  	
		  	Quarterly Net Income: $____________ X 50% = $__________	  		  	
				
		  	 $639,900,000 + ____________ + ___________ = ___________

                          
  50% of Equity     50% Net

                          
  Issuances after     Income after

                          
  9/30/2019            9/30/2019
	  		  	
				
		  	Tangible Net Worth: $__________	  		  	
				
	20.	  	 Liquidity 
  

Minimum of $40,000,000 at end of Subject Period
	  	Yes	  	No
		  	 ________ + ______________ = ___________
 Cash
            Available to Draw   Liquidity
	  		  	
		
	21.	  	 Risk Asset Ratio
  

Maximum of 1.50 to 1.00 at end of Subject Period (Defined as Risk Assets divided by Tangible Net Worth).

				
		  	 ________ + ______________ + __________ = ___________

Land             LUD
                      Lots                 Risk
Assets
	  	Yes	  	No
				
		  	 _____________ ÷ _______________ = ____________

Risk Assets           TNW
	  		  	
		  		  	Yes	  	No


  
 COMPLIANCE CERTIFICATE – Page 4














 IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
                                    ,
              . 
  

			
	RESPONSIBLE OFFICER:
	
	  

	Name:	 	David Messenger
	Title:	 	Chief Financial Officer



  
 COMPLIANCE CERTIFICATE – Page 5














 SCHEDULE 6.13 

Real Estate Subsidiaries 

Borrower owns 100% of all Real Estate Subsidiaries, either directly or indirectly. 

 

			
	1.	  	AUGUSTA POINTE, LLC - a Colorado limited liability company
	2.	  	AVALON AT INVERNESS, LLC - a Colorado limited liability company
	3.	  	AVR A, LLC - a Colorado limited liability company
	4.	  	AVR B, LLC - a Colorado limited liability company
	5.	  	AVR C, LLC - a Colorado limited liability company
	6.	  	BEACON POINTE, LLC - a Colorado limited liability company
	7.	  	BENCHMARK BUILDERS NORTH CAROLINA, LLC - a Delaware limited liability company
	8.	  	BENCHMARK COMMUNITIES, LLC - a Delaware limited liability company
	9.	  	BLACKSTONE HOMES, LLC - a Colorado limited liability company
	10.	  	BMC EAST GARRISON, LLC - a Delaware limited liability company
	11.	  	BMC EG BLUFFS, LLC - a Delaware limited liability company
	12.	  	BMC EG BUNGALOW, LLC - a Delaware limited liability company
	13.	  	BMC EG COURTYARDS, LLC - a Delaware limited liability company
	14.	  	BMC EG GARDEN, LLC - a Delaware limited liability company
	15.	  	BMC EG GROVE, LLC - a Delaware limited liability company
	16.	  	BMC EG TOWNS, LLC - a Delaware limited liability company
	17.	  	BMC EG VILLAGE, LLC - a Delaware limited liability company
	18.	  	BMC MEADOWOOD II, LLC - a Delaware limited liability company
	19.	  	BMC PINE RIDGE, LLC - a Delaware limited liability company
	20.	  	BMC PROMISE WAY, LLC - a Delaware limited liability company
	21.	  	BMC RANCHO ETIWANDA, LLC - a Delaware limited liability company
	22.	  	BMC REALTY ADVISORS, INC. - a California corporation
	23.	  	BMC RED HAWK, LLC - a Delaware limited liability company
	24.	  	BMC ROSEMEAD, LLC - a Delaware limited liability company
	25.	  	BMC SAGEWOOD, LLC - a Delaware limited liability company
	26.	  	BMC SHIELDS LOCAN, LLC - a Delaware limited liability company
	27.	  	BMC TOUCHSTONE, LLC - a Delaware limited liability company
	28.	  	BMCH CALIFORNIA, LLC - a Delaware limited liability company
	29.	  	BMCH NORTH CAROLINA, LLC - a Delaware limited liability company
	30.	  	BMCH TENNESSEE, LLC - a Delaware limited liability company
	31.	  	BMCH WASHINGTON, LLC - a Delaware limited liability company
	32.	  	CASA ACQUISITION CORP. - a Delaware corporation
	33.	  	CC COMMUNITIES, LLC - a Colorado limited liability company
	34.	  	CCC HOLDINGS, LLC - a Colorado limited liability company
	35.	  	CCG CONSTRUCTORS LLC - a Georgia limited liability company
	36.	  	CCG REALTY GROUP LLC - a Georgia limited liability company
	37.	  	CCH HOMES, LLC - a Colorado limited liability company
	38.	  	CENTURY AT ANTHOLOGY, LLC - a Colorado limited liability company
	39.	  	CENTURY AT ASH MEADOWS, LLC - a Colorado limited liability company
	40.	  	CENTURY AT AUTUMN VALLEY RANCH, LLC - a Colorado limited liability company
	41.	  	CENTURY AT BEACON POINTE, LLC - a Colorado limited liability company
	42.	  	CENTURY AT BELLEVIEW PLACE, LLC - a Colorado limited liability company
	43.	  	CENTURY AT CALEY, LLC - a Colorado limited liability company
	44.	  	CENTURY AT CANDELAS, LLC - a Colorado limited liability company
	45.	  	CENTURY AT CAROUSEL FARMS, LLC - a Colorado limited liability company
	46.	  	CENTURY AT CASTLE PINES TOWN CENTER, LLC - a Colorado limited liability company
	47.	  	CENTURY AT CLAREMONT RANCH, LLC – a Colorado limited liability company
	48.	  	CENTURY AT COLLIERS HILL, LLC - a Colorado limited liability company
	49.	  	CENTURY AT COMPARK VILLAGE NORTH, LLC - a Colorado limited liability company


  
 SCHEDULE 6.13 – Page 1 














			
	50.	  	CENTURY AT COMPARK VILLAGE SOUTH, LLC - a Colorado limited liability company
	51.	  	CENTURY AT COYOTE CREEK, LLC - a Colorado limited liability company
	52.	  	CENTURY AT FOREST MEADOWS, LLC - a Colorado limited liability company
	53.	  	CENTURY AT HARVEST MEADOWS, LLC - a Colorado limited liability company
	54.	  	CENTURY AT LANDMARK, LLC - a Colorado limited liability company
	55.	  	CENTURY AT LITTLETON VILLAGE, LLC - a Colorado limited liability company
	56.	  	CENTURY AT LITTLETON VILLAGE II, LLC - a Colorado limited liability company
	57.	  	CENTURY AT LOR, LLC - a Colorado limited liability company
	58.	  	CENTURY AT LOWRY, LLC - a Colorado limited liability company
	59.	  	CENTURY AT MARVELLA, LLC - a Colorado limited liability company
	60.	  	CENTURY AT MAYFIELD, LLC - a Colorado limited liability company
	61.	  	CENTURY AT MIDTOWN, LLC - a Colorado limited liability company
	62.	  	CENTURY AT MILLENNIUM, LLC - a Colorado limited liability company
	63.	  	CENTURY AT MURPHY CREEK, LLC - a Colorado limited liability company
	64.	  	CENTURY AT OAK STREET, LLC - a Colorado limited liability company
	65.	  	CENTURY AT OBSERVATORY HEIGHTS, LLC - a Colorado limited liability company
	66.	  	CENTURY AT OUTLOOK, LLC - a Colorado limited liability company
	67.	  	CENTURY AT PEARSON GROVE, LLC - a Colorado limited liability company
	68.	  	CENTURY AT SALISBURY HEIGHTS, LLC - a Colorado limited liability company
	69.	  	CENTURY AT SOUTHSHORE, LLC - a Colorado limited liability company
	70.	  	CENTURY AT SPRING VALLEY RANCH, LLC - a Colorado limited liability company
	71.	  	CENTURY AT TANGLEWOOD, LLC - a Colorado limited liability company
	72.	  	CENTURY AT TERRAIN, LLC - a Colorado limited liability company
	73.	  	CENTURY AT THE GROVE, LLC - a Colorado limited liability company
	74.	  	CENTURY AT THE HEIGHTS, LLC - a Colorado limited liability company
	75.	  	CENTURY AT THE MEADOWS, LLC - a Colorado limited liability company
	76.	  	CENTURY AT VISTA RIDGE, LLC - a Colorado limited liability company
	77.	  	CENTURY AT WILDGRASS, LLC - a Colorado limited liability company
	78.	  	CENTURY AT WOLF RANCH, LLC - a Colorado limited liability company
	79.	  	CENTURY AT WYNDHAM HILL, LLC - a Colorado limited liability company
	80.	  	CENTURY CITY, LLC - a Colorado limited liability company
	81.	  	CENTURY COMMUNITIES OF CALIFORNIA, LLC - a Delaware limited liability company
	82.	  	CENTURY COMMUNITIES OF GEORGIA, LLC - a Colorado limited liability company
	83.	  	CENTURY COMMUNITIES OF NEVADA, LLC - a Delaware limited liability company
	84.	  	CENTURY COMMUNITIES OF NEVADA REALTY, LLC - a Nevada limited liability company
	85.	  	CENTURY COMMUNITIES OF NORTH CAROLINA, LLC - a Delaware limited liability company
	86.	  	CENTURY COMMUNITIES OF SOUTH CAROLINA, LLC - a Delaware limited liability company
	87.	  	CENTURY COMMUNITIES OF TENNESSEE, LLC - a Delaware limited liability company
	88.	  	CENTURY COMMUNITIES OF UTAH, LLC - a Utah limited liability company
	89.	  	CENTURY COMMUNITIES OF WASHINGTON, LLC - a Delaware limited liability company
	90.	  	CENTURY COMMUNITIES SOUTHEAST, LLC - a Colorado limited liability company
	91.	  	CENTURY GROUP LLC - a Colorado limited liability company
	92.	  	CENTURY LAND HOLDINGS, LLC - a Colorado limited liability company
	93.	  	CENTURY LAND HOLDINGS II, LLC - a Colorado limited liability company
	94.	  	CENTURY LAND HOLDINGS OF TEXAS, LLC - a Colorado limited liability company
	95.	  	CENTURY LAND HOLDINGS OF UTAH, LLC - a Utah limited liability company
	96.	  	CENTURY RHODES RANCH GC, LLC - a Delaware limited liability company
	97.	  	CENTURY TOWNHOMES AT CANDELAS, LLC - Colorado limited liability company
	98.	  	CENTURY TUSCANY GC, LLC - a Delaware limited liability company
	99.	  	CHERRY HILL PARK, LLC - a Colorado limited liability company
	100.	  	COTTAGES AT WILLOW PARK, LLC - a Colorado limited liability company
	101.	  	CROWN HILL, LLC - a Colorado limited liability company
	102.	  	ENCLAVE AT BOYD PONDS, LLC - a Colorado limited liability company
	103.	  	ENCLAVE AT CHERRY CREEK, LLC - a Colorado limited liability company
	104.	  	ENCLAVE AT PINE GROVE, LLC - a Colorado limited liability company
	105.	  	ESTATES AT CHATFIELD FARMS, LLC - a Colorado limited liability company
	106.	  	HEARTH AT OAK MEADOWS, LLC - a Colorado limited liability company


  
 SCHEDULE 6.13 – Page 2 














			
	107.	  	HOMETOWN, LLC - a Colorado limited liability company
	108.	  	HOMETOWN SOUTH, LLC - a Colorado limited liability company
	109.	  	HORIZON BUILDING SERVICES, LLC - a Colorado limited liability company
	110.	  	LAKEVIEW FORT COLLINS, LLC - a Colorado limited liability company
	111.	  	MADISON ESTATES, LLC - a Colorado limited liability company
	112.	  	MERIDIAN RANCH, LLC - a Colorado limited liability company
	113.	  	MONTECITO AT RIDGEGATE, LLC - a Colorado limited liability company
	114.	  	NEIGHBORHOOD ASSOCIATIONS GROUP, LLC - a Delaware limited liability company
	115.	  	PARK 5TH AVENUE DEVELOPMENT CO., LLC - a Colorado limited liability company
	116.	  	PRESERVE AT BRIARGATE, LLC - a Colorado limited liability company
	117.	  	RESERVE AT HIGHPOINTE ESTATES, LLC - a Colorado limited liability company
	118.	  	RESERVE AT THE MEADOWS, LLC - a Colorado limited liability company
	119.	  	SADDLEBACK HEIGHTS, LLC - a Colorado limited liability company
	120.	  	SADDLE ROCK GOLF, LLC - a Colorado limited liability company
	121.	  	STETSON RIDGE HOMES, LLC - a Colorado limited liability company
	122.	  	SWMJ CONSTRUCTION, INC. - a Texas corporation
	123.	  	THE RETREAT AT RIDGEGATE, LLC - a Colorado limited liability company
	124.	  	THE VISTAS AT NOR’WOOD, LLC - a Colorado limited liability company
	125.	  	UCP, LLC - a Delaware limited liability company
	126.	  	UCP BARCLAY III, LLC - a Delaware limited liability company
	127.	  	UCP EAST GARRISON, LLC - a Delaware limited liability company
	128.	  	UCP HILLCREST HOLLISTER, LLC - a Delaware limited liability company
	129.	  	UCP KERMAN, LLC - a Delaware limited liability company
	130.	  	UCP MEADOWOOD III, LLC - a Delaware limited liability company
	131.	  	UCP SAGEWOOD, LLC - a Delaware limited liability company
	132.	  	UCP SANTA ANA HOLLISTER, LLC - a Delaware limited liability company
	133.	  	UCP SOLEDAD, LLC - a Delaware limited liability company
	134.	  	UCP TAPESTRY, LLC - a Delaware limited liability company
	135.	  	UCP QUAIL RUN, LLC - a Delaware limited liability company
	136.	  	VENUE AT ARISTA, LLC - a Colorado limited liability company
	137.	  	VERONA ESTATES, LLC - a Colorado limited liability company
	138.	  	VILLAS AT MURPHY CREEK, LLC - a Colorado limited liability company
	139.	  	WATERSIDE AT HIGHLAND PARK, LLC - a Colorado limited liability company
	140.	  	WESTOWN CONDOMINIUMS, LLC - a Colorado limited liability company
	141.	  	WESTOWN TOWNHOMES, LLC - a Colorado limited liability company
	142.	  	WILDGRASS, LLC - a Colorado limited liability company
	143.	  	WJH LLC - a Delaware limited liability company


  
 SCHEDULE 6.13 – Page 3