& Hart LLP, Colorado counsel
4.
Stikeman Elliot LLP, Canada counsel
5.
Cox, Castle & Nicholson LLP, California counsel
6.
Brier, Irish, Hubbard & Erhart, P.L.C., Arizona counsel
7.
Meltzer, Purtill & Stelle LLC, Illinois counsel
8.
Alexander Ricks PLLC, North Carolina counsel
9.
Schreeder, Wheeler & Flint, LLP, Georgia counsel
EXHIBIT D
Subsidiary Guarantors
ATPD, LLC
DARLING HOMES OF TEXAS, LLC DFP TEXAS (GP), LLC
TAYLOR MORRISON, INC.
TAYLOR MORRISON AT CRYSTAL FALLS, LLC TAYLOR MORRISON HOLDINGS OF ARIZONA, INC.
TAYLOR MORRISON MARBLEHEAD HOLDINGS, LLC TAYLOR MORRISON OF CALIFORNIA, LLC
TAYLOR MORRISON OF CAROLINAS, INC. TAYLOR MORRISON OF COLORADO, INC. TAYLOR
MORRISON OF FLORIDA, INC. TAYLOR MORRISON OF GEORGIA, LLC TAYLOR MORRISON OF
ILLINOIS, INC. TAYLOR MORRISON OF TEXAS, INC.
TAYLOR MORRISON PACIFIC POINT HOLDINGS, LLC TAYLOR MORRISON SERVICES, INC.
TAYLOR MORRISON TRAMONTO HOLDINGS, LLC TAYLOR MORRISON/ARIZONA, INC.
TAYLOR WOODROW COMMUNITIES - LEAGUE CITY, LTD. TAYLOR WOODROW COMMUNITIES AT
MIRASOL, LTD. TAYLOR WOODROW COMMUNITIES AT PORTICO, L.L.C.
TAYLOR WOODROW COMMUNITIES AT ST. JOHNS FOREST, L.L.C. TAYLOR WOODROW HOMES -
CENTRAL FLORIDA DIVISION, L.L.C. TAYLOR WOODROW HOMES - SOUTHWEST FLORIDA
DIVISION, L.L.C. TAYLOR WOODROW COMMUNITIES AT ARTISAN LAKES, L.L.C.
TM CALIFORNIA SERVICES, INC. TM HOMES OF ARIZONA, INC. TW ACQUISITIONS, INC.
TWC/FALCONHEAD WEST, L.L.C. TWC/MIRASOL, INC. TWC/STEINER RANCH, LLC
TM OYSTER HARBOR, LLC
TAYLOR MORRISON ESPLANADE NAPLES, LLC
EXECUTION VERSION ANNEX I TO AMENDMENT NO. 6
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
dated as of July 13, 2011
as amended and restated as of April 13, 2012,
as thereafter amended as of August 15, 2012 and December 27, 2012, and as
further amended and restated as of April 12, 2013
Among
TAYLOR MORRISON COMMUNITIES, INC.,
as U.S. Borrower MONARCH CORPORATION,
as Canadian Borrower
TMM HOLDINGS LIMITED PARTNERSHIP,
as Holdings MONARCH COMMUNITIES INC.,
as Canada Holdings
MONARCH PARENT INC.,
as Canada Intermediate Holdings
TAYLOR MORRISON HOLDINGS, INC.,
as U.S. Holdings
TAYLOR MORRISON FINANCE, INC.
as U.S. FinCo
THE LENDERS PARTY HERETO,
as Lenders and
CREDIT SUISSE AG,
as Administrative Agent
CREDIT SUISSE SECURITIES (USA) LLC and CITIGROUP GLOBAL MARKETS INC.,
as Joint Lead Arrangers and Joint Bookrunners
$500,000,000600,000,000 REVOLVING CREDIT FACILITY
[[3659503]]
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS
2
1.1
Certain Defined Terms
2
1.2
Defined Terms; Accounting Terms; Utilization of GAAP for Purposes of
Calculations Under Agreement
47
1.3
Exchange Rates
4748
SECTION 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS
48
2.1
Commitments; Loans
48
2.2
Interest on the Loans
52
2.3
Fees
56
2.4
Repayments and Prepayments; General Provisions Regarding Payments
5657
2.5
Use of Proceeds
60
2.6
Special Provisions Governing Eurodollar Rate Loans
60
2.7
Increased Costs; Taxes
62
2.8
Mitigation Obligations; Replacement of Lenders
67
2.9
Loan Modification Offers
68
SECTION 3. LETTERS OF CREDIT
69
3.1
Issuance of Letters of Credit and Lenders' Purchase of Participations Therein
69
3.2
Letter of Credit Fees
7271
3.3
Drawings and Payments and Reimbursement of Amounts Drawn or Paid Under
Letters of Credit
72
3.4
Obligations Absolute
74
3.5
Nature of Issuing Bank's Duties