EX-4.3





 Exhibit 4.3 

SECOND SUPPLEMENTAL INDENTURE 

Dated as of July 26, 2019 

To 
 INDENTURE 

Dated as of November 22, 2017 

Among 
 FIVE POINT OPERATING
COMPANY, LP, 
 FIVE POINT CAPITAL CORP., 

THE GUARANTORS PARTY HERETO 
 and

 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee 
 7.875% SENIOR NOTES
DUE 2025 












 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
July 26, 2019, among Five Point Operating Company, LP, a Delaware limited partnership (the “Issuer”), Five Point Capital Corp., a Delaware corporation (the “Co-Issuer”
and, together with the Issuer, the “Issuers”), the guarantors party hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as the trustee (the “Trustee”). 

W I T N E S 
S E T H: 
 WHEREAS, the Issuers, the Guarantors and the Trustee have executed
and delivered an Indenture, dated as of November 22, 2017 (the “Original Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of November 30, 2017 (such First Supplemental Indenture,
together with the Original Indenture, the “Indenture”), providing for the prior issuances by the Issuers of $500,000,000 aggregate principal amount of 7.875% Senior Notes due 2025 (the “Existing Notes”); 

WHEREAS, Section 9.01(a)(6) of the Original Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement
the Indenture or the Notes (or any Note Guarantee) (and any other documents related thereto) without the consent of any Holder in order to provide for the issuance of additional Notes and related Guarantees in accordance with the limitations set
forth in the Indenture, including Section 4.10 of the Original Indenture; 
 WHEREAS, the Issuers desire to issue $125,000,000
aggregate principal amount of Additional Notes (such Additional Notes, the “Additional Notes”); 
 WHEREAS, the Issuers and
the Guarantors desire to enter into this Supplemental Indenture in order to provide for the issuance of the Additional Notes in accordance with the limitations set forth in the Indenture; 

WHEREAS, the Issuers and each of the Guarantors have duly authorized the execution and delivery of this Supplemental Indenture; 

WHEREAS, the Issuers have requested and hereby direct that the Trustee join with the Issuers and the Guarantors in the execution of this
Supplemental Indenture; and 
 WHEREAS, all things necessary have been done to make the Additional Notes provided for herein, when executed
by the Issuers and authenticated and delivered by the Trustee and issued upon the terms and subject to the conditions set forth herein and in the Indenture set forth against payment therefor, the valid and binding obligations of the Issuers (and the
related Guarantees the valid and binding obligations of the Guarantors) and to make this Supplemental Indenture a valid and binding agreement of the Issuers and the Guarantors. 

NOW, THEREFORE, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders of the Additional Notes. 












 ARTICLE I 

DEFINITIONS 

Section 1.01    Definition of Terms. All capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture. The rules of interpretation set forth in the Indenture shall be applied here as if set forth in full herein. 

ARTICLE II 
 ADDITIONAL NOTES 

Section 2.01    Terms of the Additional Notes. The Issuers hereby authorize $125,000,000 aggregate principal
amount of Additional Notes. Such Additional Notes shall be consolidated with and form a single class with the Existing Notes and shall have substantially identical terms, including as to status, waivers, amendments, offers to repurchase and
redemption as the Existing Notes, but have a different issue price and issue date than the Existing Notes. The Additional Notes will have the same CUSIP numbers as the Existing Notes (except that any Additional Notes issued pursuant to Regulation S
will trade separately under a different CUSIP number until 40 days after the issue date of the new notes, but thereafter, any such Holder may transfer its Additional Notes issued pursuant to Regulation S, or the Issuer may effect a mandatory
exchange through DTC of all the Additional Notes issued pursuant to Regulation S, if any, into the same CUSIP number as the Existing Notes issued pursuant to Regulation S). As a result of the Additional Notes issuance, the aggregate principal amount
outstanding of the 7.875% Senior Notes due 2025 will be $625,000,000. 
 Section 2.02    Note Guarantees.
Subject to Article 10 (including Section 10.06(a)) of the Original Indenture, each Guarantor hereby, jointly and severally, irrevocably and unconditionally Guarantees, on a senior unsecured basis, to each Holder of the Additional Notes
authenticated and delivered by the Trustee and to the Trustee and Agents and their respective successors and assigns the obligations of the Issuers under the Indenture and the Additional Notes as and to the extent provided for in Article 10 of the
Original Indenture. 
 Section 2.03    Issuance of the Additional Notes. The Global Notes representing the
Additional Notes shall, upon execution of this Supplemental Indenture, be executed by the Issuers and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver such Global
Notes as provided in such Authentication Order. 
 ARTICLE III 

MISCELLANEOUS PROVISIONS 

Section 3.01    Effect of Supplemental Indenture. Except as amended hereby, all of the terms of the Indenture
shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the date of this Supplemental Indenture, all references to the Indenture (whether in the Indenture or in any other agreements, documents or
instruments) shall be deemed to be references to the Indenture as amended and supplemented by this Supplemental Indenture. 

  
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 Section 3.02    Concerning the Trustee. The Trustee hereby
accepts this Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture. The Trustee makes no representation as to and shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Indenture, the Additional Notes, the Guarantees of the Additional Notes, or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Guarantors. All
of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like force and effect as though fully
set forth in full herein. The Trustee shall not be accountable for the use or application by the Issuer of the Additional Notes or the proceeds thereof. 

Section 3.03    GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 
 Section 3.04    Severability. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 3.05    Counterpart Originals. 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. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or .pdf transmission shall constitute effective
execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or .PDF shall be deemed to be
their original signatures for all purposes. 
 Section 3.06    Headings, etc. Headings of the Articles and
Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

[Signatures on following page] 

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

			
	Five Point Operating Company, LP
		
	By:	 	/s/ Emile Haddad
		 	Name: Emile Haddad
		 	Title:   President and Chief Executive Officer
	
	Five Point Capital Corp.
		
	By:	 	/s/ Emile Haddad
		 	Name: Emile Haddad
		 	Title:   President and Chief Executive Officer
	
	The Shipyard Communities, LLC
		
	By:	 	/s/ Emile Haddad
		 	Name: Emile Haddad
		 	Title:   President and Chief Executive Officer
	
	Five Point Land, LLC
	
	By: Five Point Operating Company, LP,
	its Sole Manager
		
	By:	 	/s/ Emile Haddad
		 	Name: Emile Haddad
		 	Title:   President and Chief Executive Officer


  
 [Signature Page to
Second Supplemental Indenture] 












 
			
	Five Point Communities Management, Inc.
		
	By:	 	/s/ Emile Haddad
		 	Name: Emile Haddad
		 	Title:   President and Chief Executive Officer
	
	Five Point Communities, LP
	
	 By: Five Point Communities Management, Inc.,

its General Partner

		
	By:	 	/s/ Emile Haddad
		 	Name: Emile Haddad
		 	Title:   President and Chief Executive Officer
	
	Five Point Heritage Fields, LLC
	
	By: Five Point Operating Company, LP,
	its Sole Member
		
	By:	 	/s/ Emile Haddad
		 	Name: Emile Haddad
		 	Title:   President and Chief Executive Officer


  
 [Signature Page to
Second Supplemental Indenture] 












 
			
	Wells Fargo Bank, National Association,
		 	as Trustee
		
	By:	 	/s/ Maddy Hughes
		 	Name: Maddy Hughes
		 	Title:   Vice President


  
 [Signature Page to
Second Supplemental Indenture]