Taylor Morrison Home Corp Sample Contracts

Table Showing Reflection in Indenture of Certain Provisions of Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990 Reflected in Indenture
Taylor Morrison Home Corp • August 29th, 2014 • Operative builders • New York

THIS INDENTURE between Taylor Morrison Home Corporation, a Delaware corporation (hereinafter called the “Company”) having its principal office at 4900 N. Scottsdale Road, Suite 2000, Scottsdale, Arizona 85251 and U.S. Bank National Association, as trustee (hereinafter called the “Trustee”), is made and entered into as of [ ].

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION AND CERTAIN STOCKHOLDERS DATED AS OF APRIL 9, 2013
Registration Rights Agreement • April 15th, 2013 • Taylor Morrison Home Corp • Operative builders • New York

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of April 9, 2013, is made by and among:

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PURCHASE AGREEMENT
Purchase Agreement • January 17th, 2018 • Taylor Morrison Home Corp • Operative builders • New York

This PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 11, 2018 by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Company”) and each of the parties identified on Schedule I hereto (each a “Seller” and collectively, the “Sellers”).

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19,206,656 Shares TAYLOR MORRISON HOME CORPORATION Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 17th, 2018 • Taylor Morrison Home Corp • Operative builders • New York
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 25th, 2023 • Taylor Morrison Home Corp • Operative builders • Arizona

This Amended and Restated Employment Agreement (the “Agreement”), entered into on July 24, 2023 (the “Effective Date”), is made by and between Curt VanHyfte (the “Executive”) and Taylor Morrison, Inc., a Delaware corporation (the “Company”).

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AGREEMENT AND PLAN OF MERGER by and among TAYLOR MORRISON HOME CORPORATION, TAYLOR MORRISON COMMUNITIES, INC. (solely for purposes of Sections 5.13, 7.3 and 8.14), THOR MERGER SUB, INC. and AV HOMES, INC. Dated as of June 7, 2018
Agreement and Plan of Merger • June 7th, 2018 • Taylor Morrison Home Corp • Operative builders • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2018 (this “Agreement”), is made by and among Taylor Morrison Home Corporation, a Delaware corporation (“Parent”); solely for purposes of Sections 5.13, 7.3 and 8.14, Taylor Morrison Communities, Inc., a Delaware corporation and an indirect subsidiary of Parent (“Intermediate Parent”); Thor Merger Sub, Inc., a Delaware corporation and an indirect subsidiary of Parent (“Merger Sub”); and AV Homes, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4, Section 8.5 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.

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AMENDMENT AGREEMENT dated as of April 12, 2013 (this “Agreement”), to the Credit Agreement dated as of July 13, 2011 (as amended and restated as of April 13, 2012 and as thereafter amended as of August 15, 2012 and December 27, 2012, the “Existing...
Credit Agreement • April 15th, 2013 • Taylor Morrison Home Corp • Operative builders • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 13, 2011, 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, and entered into by and among TAYLOR MORRISON COMMUNITIES, INC., a Delaware corporation (the “U.S. Borrower”), as co-borrower, MONARCH CORPORATION, an Ontario corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Co-Borrowers”), TMM HOLDINGS LIMITED PARTNERSHIP, a British Columbia limited partnership (“Holdings”), MONARCH COMMUNITIES INC., a company continued under the laws of the province of British Columbia (“Canada Holdings”), MONARCH PARENT INC., a company incorporated under the laws of the province of British Columbia (“Canada Intermediate Holdings”), TAYLOR MORRISON HOLDINGS, INC., a Delaware corporation (“U.S. Holdings”), TAYLOR MORRISON FINANCE, INC., a Delaware corporation (“U.S. FinCo”), EACH LENDER FROM TI

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STOCKHOLDERS AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION AND THE STOCKHOLDERS PARTY HERETO DATED AS OF APRIL 9, 2013
Stockholders Agreement • April 15th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware

This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of April 9, 2013, is made by and among:

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TMM HOLDINGS II LIMITED PARTNERSHIP A Cayman Islands Exempted Limited Partnership Amended and Restated Agreement of Exempted Limited Partnership Dated April 9, 2013
Taylor Morrison Home Corp • April 15th, 2013 • Operative builders

This Amended and Restated Agreement of Exempted Limited Partnership (as amended from time to time, this “Agreement”) of TMM Holdings II Limited Partnership, a Cayman Islands exempted limited partnership (the “Partnership”), dated April 9, 2013 is made by and among TMM Holdings II GP, ULC, an unlimited liability company organized under the laws of British Columbia, as the general partner, TPG TMM Holdings II LP, ULC as the initial limited partner (the “Initial Limited Partner”) and each of the Persons executing this Agreement as a limited partner.

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PUT/CALL AGREEMENT
Put/Call Agreement • April 15th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware

This PUT/CALL AGREEMENT (this “Agreement”) is entered into as of April 9, 2013 by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Company”) and each of the entities identified on Schedule 1 hereto (each a “Seller” and collectively, the “Sellers”).

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VOTING AGREEMENT
Voting Agreement • June 7th, 2018 • Taylor Morrison Home Corp • Operative builders • Delaware

This Voting Agreement (this “Agreement”), dated as of June 7, 2018, is made by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Parent”), and TPG Aviator, L.P., a Delaware limited partnership (the “Stockholder”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below), each as in effect on the date hereof.

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TAYLOR MORRISON COMMUNITIES, INC. Issuer 5.75% SENIOR NOTES DUE 2028 INDENTURE Dated as of August 1, 2019 U.S. BANK NATIONAL ASSOCIATION, Trustee
Indenture • October 30th, 2019 • Taylor Morrison Home Corp • Operative builders • New York

INDENTURE, dated as of August 1, 2019, among Taylor Morrison Communities, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

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AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 11, 2022 among TAYLOR MORRISON COMMUNITIES, INC., as Borrower TAYLOR MORRISON HOME III CORPORATION, as Holdings TAYLOR MORRISON HOLDINGS, INC., as U.S. Holdings TAYLOR MORRISON FINANCE, INC. as...
Credit Agreement • March 14th, 2022 • Taylor Morrison Home Corp • Operative builders • New York

This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of March 11, 2022, and entered into by and among TAYLOR MORRISON COMMUNITIES, INC., a Delaware corporation (the “Borrower”), TAYLOR MORRISON HOME III CORPORATION, a Delaware corporation (“Holdings”), TAYLOR MORRISON HOLDINGS, INC., a Delaware corporation (“U.S. Holdings”), TAYLOR MORRISON FINANCE, INC., a Delaware corporation (“U.S. FinCo”), EACH LENDER FROM TIME TO TIME PARTY HERETO (each individually referred to herein as a “Lender” and collectively as “Lenders”) and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

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VOTING AGREEMENT
Voting Agreement • November 7th, 2019 • Taylor Morrison Home Corp • Operative builders • Delaware

This Voting Agreement (this “Agreement”), dated as of November 5, 2019, is made by and among Taylor Morrison Home Corporation, a Delaware corporation (the “Parent”), William H. Lyon (the “Wolf Individual”), Lyon Shareholder 2012, LLC, a Delaware limited liability company (“Wolf LLC”) and The William Harwell Lyon Separate Property Trust established July 28, 2000 (the “Wolf Trust,” and together with the Wolf Individual and Wolf LLC, the “Stockholders”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below), each as in effect on the date hereof.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 1st, 2018 • Taylor Morrison Home Corp • Operative builders • Arizona

This Amended and Restated Employment Agreement (the "Agreement'), entered into on June 15, 2018 (the "Effective Date"), is made by and between Sheryl D. Palmer (the "Executive") and Taylor Morrison, Inc., a Delaware corporation (the "Company").

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Contract
First Supplemental Indenture • February 11th, 2020 • Taylor Morrison Home Corp • Operative builders • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 6, 2020, among Taylor Morrison Communities, Inc., a Delaware corporation (the “Issuer”), the Guarantors, Taylor Morrison Home III Corporation, a Delaware corporation (“Successor Holdings”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

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TaylorMorrison
Employment Agreement • May 7th, 2015 • Taylor Morrison Home Corp • Operative builders • Arizona

This letter confirms your acceptance of a clarifying change to that certain Employment Agreement, by and between you and Taylor Morrison Inc. (the “Company”), dated as of February 1, 2011 (your “Employment Agreement”), which is designed to avoid adverse tax consequences that could otherwise arise absent this amendment.

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 4th, 2016 • Taylor Morrison Home Corp • Operative builders

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”), between Taylor Morrison, Inc. (together with any successor thereto, the “Company”) and Sheryl Palmer (“Executive”), is entered into on February 26, 2016.

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FORM OF RESTRICTIVE COVENANTS AGREEMENT
Form of Restrictive Covenants Agreement • March 6th, 2013 • Taylor Morrison Home Corp • Operative builders

This “Agreement” is made and entered into as of [—], by and between Taylor Morrison, Inc. on its own behalf and on behalf of its affiliates (defined as all entities controlled by, under common control with, or controlling Employer), as may exist from time to time (including any former affiliates of TMM Holdings, Limited Partnership that were affiliates of Employer on the Grant Date) (collectively, the “Employer”), and [—] (“Employee”). This Agreement is made in consideration of the grant of profits interests in TMM Holdings, Limited Partnership, a British Columbia limited partnership.

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AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 7th, 2014 • Taylor Morrison Home Corp • Operative builders • Delaware

Reference is made to the Stockholders Agreement (the “Stockholders Agreement”), dated as of April 9, 2013, by and among Taylor Morrison Home Corporation, a Delaware corporation (the “Company”), TPG TMM Holdings II, L.P., a Cayman Islands limited partnership (together with its Affiliates, “TPG”), OCM TMM Holdings II, L.P., a Cayman Islands limited partnership (together with its Affiliates, “Oaktree”), JHI Holding Limited Partnership, a British Columbia limited partnership (together with its Affiliates, “JHI”), and any additional parties who have executed a counterpart signature page thereto.

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U.S. PARENT GOVERNANCE AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION, TAYLOR MORRISON HOLDINGS, INC., TPG TMM HOLDINGS II, L.P., OCM TMM HOLDINGS II, L.P. AND JHI HOLDING LIMITED PARTNERSHIP DATED AS OF APRIL 9, 2013
Parent Governance Agreement • April 15th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware

This U.S. PARENT GOVERNANCE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of April 9, 2013, is made by and among:

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TRANSITION AND RETIREMENT AGREEMENT
Transition and Retirement Agreement • June 21st, 2021 • Taylor Morrison Home Corp • Operative builders • Arizona

This Transition and Retirement Agreement (the “Agreement”) is dated as of June 21, 2021, by and among Taylor Morrison Home Corporation, a Delaware corporation (the “Company” or “TMHC”), Taylor Morrison, Inc. (“Taylor Morrison”), and C. David Cone (the “Executive”).

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION AND CERTAIN STOCKHOLDERS DATED AS OF [ ], 2013
Registration Rights Agreement   by And • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • New York

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2013, is made by and among:

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364-DAY CREDIT AGREEMENT dated as of October 2, 2018 Among TAYLOR MORRISON COMMUNITIES, INC., as the Borrower TMM HOLDINGS LIMITED PARTNERSHIP, as Holdings TAYLOR MORRISON HOLDINGS II, INC., as Canada Holdings TAYLOR MORRISON HOLDINGS, INC., as U.S....
364-Day Credit Agreement • October 2nd, 2018 • Taylor Morrison Home Corp • Operative builders • Delaware
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Contract
Supplemental Indenture • February 11th, 2020 • Taylor Morrison Home Corp • Operative builders • New York

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 6, 2020, among Taylor Morrison Communities, Inc., a Delaware corporation (the “Issuer”), the Guarantors, Taylor Morrison Home III Corporation, a Delaware corporation (“Successor Holdings”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

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TAYLOR MORRISON HOME CORPORATION FORM OF EMPLOYEE RESTRICTED STOCK UNIT AGREEMENT
Employee Restricted Stock Unit Agreement • August 5th, 2015 • Taylor Morrison Home Corp • Operative builders • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of [Grant Date] (the “Date of Grant”), is made by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Company”), and [Participant Name] (“Participant”). Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

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EXCHANGE AGREEMENT
Exchange Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2013, is made by and among Taylor Morrison Home Corporation, a Delaware corporation (the “Corporation”), TMM Holdings II Limited Partnership, a Cayman Islands exempted limited partnership (“New TMM”), and the holders of New TMM Units (as defined herein) and shares of Class B Common Stock (as defined herein) from time to time party hereto (each, a “Holder”).

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REORGANIZATION AGREEMENT
Reorganization Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • New York

This Reorganization Agreement (this “Agreement”), dated as of [ ], 2013, is entered into by and among Taylor Morrison Home Corporation, a Delaware corporation (“TMHC”), TMM Holdings II Limited Partnership, a Cayman Islands exempted limited partnership (“New TMM”), TMM Holdings II GP, ULC, a British Columbia unlimited liability company (“New TMM GP”), TMM Holdings Limited Partnership, a British Columbia limited partnership (the “Partnership”), TMM Holdings (G.P.) Inc., a British Columbia corporation (“TMM GP”), Taylor Morrison Holdings, Inc., a Delaware corporation (“TMHI”), Monarch Communities Inc., a British Columbia corporation (“Monarch”), TPG TMM Holdings II, L.P., a Cayman Islands exempted limited partnership (“TPG Cayman”), TPG TMM Holdings II GP, ULC, a British Columbia unlimited liability company (“TPG Cayman GP”), OCM TMM Holdings II, L.P., a Cayman Islands exempted limited partnership (“Oaktree Cayman”), OCM TMM Holdings II GP, ULC, a British Columbia unlimited liability comp

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TAYLOR MORRISON HOME CORPORATION FORM OF EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENT
Option Award Agreement • August 5th, 2015 • Taylor Morrison Home Corp • Operative builders • Delaware

THIS NONQUALIFIED OPTION AWARD AGREEMENT (the “Agreement”), dated as of [Grant Date] (the “Date of Grant”), is made by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Company”), and [Participant Name] (“Participant”). Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

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Certain Relationships and Related Person Transactions
Taylor Morrison Home Corp • October 26th, 2018 • Operative builders

Described below are related person transactions (as defined below) that occurred during 2017, that are continuing or that are currently proposed. The transactions described herein include those involving our Former Principal Equityholders who, as discussed below, have fully sold their equity ownership interest in us.

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U.S. PARENT GOVERNANCE AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION, TAYLOR MORRISON HOLDINGS, INC., TPG TMM HOLDINGS II, L.P., OCM TMM HOLDINGS II, L.P. AND JHI HOLDING LIMITED PARTNERSHIP DATED AS OF [ ], 2013
Parent Governance Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware

This U.S. PARENT GOVERNANCE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2013, is made by and among:

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Issuer 5.125% SENIOR NOTES DUE 2030 INDENTURE Dated as of July 22, 2020 U.S. BANK National association, Trustee
Supplemental Indenture • November 2nd, 2020 • Taylor Morrison Home Corp • Operative builders • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • March 6th, 2013 • Taylor Morrison Home Corp • Operative builders • Arizona

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between the Executive and Taylor Morrison Inc. (the “Company”) to be effective as of January 1, 2013 subject to the terms and conditions herein.

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 26th, 2018 • Taylor Morrison Home Corp • Operative builders • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 26, 2018, by and among Taylor Morrison Home Corporation, a Delaware corporation (the “Company”), Taylor Morrison Homes Corporation, a Delaware corporation and a direct wholly owned subsidiary of the Company (“HoldCo”), and Second Half 2018 Mergerco Inc., a Delaware corporation and a direct wholly owned subsidiary of HoldCo (“MergerCo”).

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Taylor Morrison, Inc.
Taylor Morrison Home Corp • May 11th, 2020 • Operative builders

This letter (this “Agreement”) reflects the agreement between you and Taylor Morrison, Inc. (the “Company”) regarding your offer to temporarily reduce your gross annual base salary from $475,000 per annum to $356,250 per annum in recognition of the unusual circumstances expected to continue to impact the Company’s operations as a result of the COVID-19 pandemic. You acknowledge and agree that the reduction will apply beginning April 8, 2020 (and will be reflected in your April 10, 2020 paycheck), and the suspension of the payment of the amounts so reduced will continue through the duration of substantial social distancing/economic shut down restrictions, as such date is determined by the Company (the “Salary Suspension End Date”); provided, that if such restrictions continue beyond June 30, 2020, the Compensation Committee of Taylor Morrison Home Corporation will revisit compensation determinations with respect to your base salary.

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