FIRST SUPPLEMENTAL INDENTURE dated as of October 16, 2013 among SHEA HOMES LIMITED PARTNERSHIP, and SHEA HOMES FUNDING CORP., as Issuers, The Guarantors Party Hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

dated as of October 16, 2013

among

XXXX HOMES LIMITED PARTNERSHIP, and

XXXX HOMES FUNDING CORP.,

as Issuers,

The Guarantors Party Hereto

and

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

8.625% Senior Secured Notes Due 2019

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THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), entered into as of October 16, 2013, among Xxxx Homes Limited Partnership (the “Company”), a California limited partnership, Xxxx Homes Funding Corp., a Delaware corporation (together with the Company, the “Issuers”), each of the guarantors party hereto (the “Guarantors”) and Xxxxx Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).

RECITALS

WHEREAS, the Issuers, the Guarantors party thereto and the Trustee entered into an indenture, dated as of May 10, 2011 (the “Indenture”), relating to the Company’s 8.625% Senior Secured Notes Due 2019 (the “Notes”); and

WHEREAS, Section 9.01(c) of the Indenture permits amendments to the Indenture for the purposes of curing any ambiguity, defect or inconsistency in the Indenture, without obtaining the consent of any Holder.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties hereto hereby agree as follows:

SECTION 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

SECTION 2. Clause (i) of Section 4.13(b) of the Indenture is hereby amended and restated as follows:

(i) in the case of transfers of real property to any Affiliated Person involving more than $10,000,000, unless the consideration paid in respect thereof exceeds the greatest of not less than three Independent Valuations, and

SECTION 3. The foregoing amendment is limited in effect and, except as specifically set forth in this First Supplemental Indenture, shall apply only as expressly set forth in this First Supplemental Indenture and shall not constitute a modification or amendment of any other provision of the Indenture. Except as expressly amended hereby, all the terms, conditions and provisions of the Indenture shall remain in full force and effect.

SECTION 4. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 5. This First Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

SECTION 6. This First Supplemental Indenture is an amendment supplemental to the Indenture (as amended and supplemented to the date hereof) and the Indenture and this First Supplemental Indenture will henceforth be read together.

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SECTION 7. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the Recitals contained herein, all of which are made solely by the Issuers and each Guarantor.

[Signature Pages Follow]

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

XXXX HOMES LIMITED PARTNERSHIP,
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx Title: Secretary
		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell Title: Treasurer

XXXX HOMES FUNDING CORP.,
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx Title: Secretary and Chief Financial Officer
		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell Title: Vice President

[Signature Page to First Supplemental Indenture]

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GUARANTORS:
HIGHLANDS RANCH DEVELOPMENT CORPORATION, a Colorado corporation
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer

XXXXX XXXXX HOLDINGS, LLC,

a Delaware limited liability company

By:		Xxxx Homes, Inc., a Delaware corporation Its Sole Member
		By:		/s/ Xxxxx X. Xxxxxxxx
				Name: Xxxxx X. Xxxxxxxx
				Title: Secretary
		By:		/s/ Xxxxxx X. O’Dell
				Name: Xxxxxx X. O’Dell
				Title: Treasurer

MOUNTAINBROOK VILLAGE COMPANY, an Arizona corporation
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer

[Signature Page to First Supplemental Indenture]

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SAND CREEK CATTLE COMPANY, a Colorado corporation
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer

SERENADE AT NATOMAS, LLC, a California limited liability company
By:		Xxxx Homes, Inc., a Delaware corporation, Its sole Member
		By:		/s/ Xxxxx X. Xxxxxxxx
				Name: Xxxxx X. Xxxxxxxx
				Title: Secretary
		By:		/s/ Xxxxxx X. O’Dell
				Name: Xxxxxx X. O’Dell
				Title: Treasurer

[Signature Page to First Supplemental Indenture]

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SEVILLE GOLF AND COUNTRY CLUB, LLC, an Arizona limited liability company
By:		Xxxx Homes Limited Partnership, a California limited partnership, Its Sole Member and Manager
		By:		X.X. Xxxx, G.P., a Delaware general partnership, Its sole General Partner
				By:		JFS Management, L.P., a Delaware limited partnership, Its sole General Partner
						By:		X.X. Xxxx Construction Management, Inc., a California corporation, Its sole General Partner
								By:		/s/ Xxxxx X. Xxxxxxxx
										Name: Xxxxx X. Xxxxxxxx
										Title: Secretary
								By:		/s/ Xxxxxx X. O’Dell
										Name: Xxxxxx X. O’Dell
										Title: Treasurer

[Signature Page to First Supplemental Indenture]

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XXXX XXXX DEVELOPMENT, LLC, a Delaware limited liability company
By:		Xxxx Homes Limited Partnership, a California limited partnership, Its Sole Member and Manager
		By:		X.X. Xxxx, G.P., a Delaware general partnership, Its sole General Partner
				By:		JFS Management, L.P., a Delaware limited partnership, Its sole General Partner
						By:		X.X. Xxxx Construction Management, Inc., a California corporation, Its sole General Partner
								By:		/s/ Xxxxx X. Xxxxxxxx
										Name: Xxxxx X. Xxxxxxxx
										Title: Secretary
								By:		/s/ Xxxxxx X. O’Dell
										Name: Xxxxxx X. O’Dell
										Title: Treasurer

[Signature Page to First Supplemental Indenture]

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XXXX CAPITAL II, LLC, a Delaware limited liability company
By:		Xxxx Homes Limited Partnership, a California limited partnership, Its Manager
		By:		X.X. Xxxx, G.P., a Delaware general partnership, Its sole General Partner
				By:		JFS Management, L.P., a Delaware limited partnership, Its sole General Partner
						By:		X.X. Xxxx Construction Management, Inc., a California corporation, Its sole General Partner
								By:		/s/ Xxxxx X. Xxxxxxxx
										Name: Xxxxx X. Xxxxxxxx
										Title: Secretary
								By:		/s/ Xxxxxx X. O’Dell
										Name: Xxxxxx X. O’Dell
										Title: Treasurer

XXXX COMMUNITIES MARKETING COMPANY, a Delaware corporation
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer

[Signature Page to First Supplemental Indenture]

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XXXX FINANCIAL SERVICES, INC., a California corporation
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer

XXXX HOMES, INC., a Delaware corporation
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer

XXXX HOMES AT MONTAGE, LLC, a California limited liability company
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer

[Signature Page to First Supplemental Indenture]

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XXXX HOMES SOUTHWEST, INC., an Arizona corporation
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer

XXXX HOMES VANTIS, LLC, a California limited liability company
By:		Xxxx Homes, Inc., a Delaware corporation, Its sole Member
		By:		/s/ Xxxxx X. Xxxxxxxx
				Name: Xxxxx X. Xxxxxxxx
				Title: Secretary
		By:		/s/ Xxxxxx X. O’Dell
				Name: Xxxxxx X. O’Dell
				Title: Treasurer

XXXX INSURANCE SERVICES, INC., a California corporation
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer

[Signature Page to First Supplemental Indenture]

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XXXX LA QUINTA LLC, a California limited liability company
By:		Xxxx Homes, Inc., a Delaware corporation, Its sole Member
		By:		/s/ Xxxxx X. Xxxxxxxx
				Name: Xxxxx X. Xxxxxxxx
				Title: Secretary
		By:		/s/ Xxxxxx X. O’Dell
				Name: Xxxxxx X. O’Dell
				Title: Treasurer

XXXX NINTH AND COLORADO, LLC, a Colorado limited liability company
By:		Xxxx Homes Limited Partnership, a California limited partnership, Its sole Member and Manager
		By:		X.X. Xxxx, G.P., a Delaware general partnership, Its sole General Partner
				By:		JFS Management, L.P., a Delaware limited partnership, Its sole General Partner
						By:		X.X. Xxxx Construction Management, Inc., a California corporation, Its sole General Partner
								By:		/s/ Xxxxx X. Xxxxxxxx
										Name: Xxxxx X. Xxxxxxxx
										Title: Secretary
								By:		/s/ Xxxxxx X. O’Dell
										Name: Xxxxxx X. O’Dell
										Title: Treasurer

[Signature Page to First Supplemental Indenture]

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XXXX OTAY VILLAGE 11, LLC, a California limited liability company
By:		Xxxx Homes Limited Partnership, a California limited partnership, Its Sole Member
		By:		X.X. Xxxx, G.P., a Delaware general partnership, Its sole General Partner
				By:		JFS Management, L.P., a Delaware limited partnership, Its sole General Partner
						By:		X.X. Xxxx Construction Management, Inc., a California corporation, Its sole General Partner
								By:		/s/ Xxxxx X. Xxxxxxxx
										Name: Xxxxx X. Xxxxxxxx
										Title: Secretary
								By:		/s/ Xxxxxx X. O’Dell
										Name: Xxxxxx X. O’Dell
										Title: Treasurer

[Signature Page to First Supplemental Indenture]

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XXXX XXXXXXX VALLEY, LLC, a California limited liability company
By:		Xxxx Homes Limited Partnership, a California limited partnership, Its Sole Member

		By:		X.X. Xxxx, G.P., a Delaware general partnership, Its sole General Partner
				By:		JFS Management, L.P., a Delaware limited partnership, Its sole General Partner
						By:		X.X. Xxxx Construction Management, Inc., a California corporation, Its sole General Partner
								By:		/s/ Xxxxx X. Xxxxxxxx
										Name: Xxxxx X. Xxxxxxxx
										Title: Secretary
								By:		/s/ Xxxxxx X. O’Dell
										Name: Xxxxxx X. O’Dell
										Title: Treasurer

XXXX PROPERTIES OF COLORADO, INC., a Colorado corporation
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary

By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer

[Signature Page to First Supplemental Indenture]

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XXXX XXXXXX HILLS, LLC, a Delaware limited liability company
By:		Xxxx Homes Limited Partnership, a California limited partnership, Its sole Member and Manager

By: X.X. Xxxx, G.P., a Delaware general partnership, Its sole General Partner

By: JFS Management, L.P., a Delaware limited partnership, Its sole General Partner

By: X.X. Xxxx Construction Management, Inc., a California corporation, Its sole General Partner

								By:		/s/ Xxxxx X. Xxxxxxxx
										Name: Xxxxx X. Xxxxxxxx
										Title: Secretary

								By:		/s/ Xxxxxx X. O’Dell
										Name: Xxxxxx X. O’Dell
										Title: Treasurer

XXXX XXXXXXXX GARDENS, LLC, a Florida limited liability company
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary

By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer

[Signature Page to First Supplemental Indenture]

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SH JUBILEE, LLC, a Delaware limited liability company
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer
SH JUBILEE MANAGEMENT, LLC, a Delaware limited liability company
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer
XXX XX HOLDINGS, LLC, a Delaware limited liability company
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer
SHLP JV HOLDINGS, LLC, a Delaware limited liability company
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer

[Signature Page to First Supplemental Indenture]

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TOWER 104 GATHERING, LLC, a Colorado limited liability company
By:		Xxxx Homes Limited Partnership, a California limited partnership, Its Sole Member and Manager

By: X.X. Xxxx, G.P., a Delaware general partnership, Its sole General Partner

By: JFS Management, L.P., a Delaware limited partnership, Its sole General Partner

By: X.X. Xxxx Construction Management, Inc., a California corporation, Its sole General Partner

								By:		/s/ Xxxxx X. Xxxxxxxx
										Name: Xxxxx X. Xxxxxxxx
										Title: Secretary
								By:		/s/ Xxxxxx X. O’Dell
										Name: Xxxxxx X. O’Dell
										Title: Treasurer

[Signature Page to First Supplemental Indenture]

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TOWER 104 OIL, LLC, a Colorado limited liability company
By:		Xxxx Homes Limited Partnership, a California limited partnership, Its Sole Member and Manager

By: X.X. Xxxx, G.P., a Delaware general partnership, Its sole General Partner

By: JFS Management, L.P., a Delaware limited partnership, Its sole General Partner

By: X.X. Xxxx Construction Management, Inc., a California corporation, Its sole General Partner

								By:		/s/ Xxxxx X. Xxxxxxxx
										Name: Xxxxx X. Xxxxxxxx
										Title: Secretary
								By:		/s/ Xxxxxx X. O’Dell
										Name: Xxxxxx X. O’Dell
										Title: Treasurer

[Signature Page to First Supplemental Indenture]

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TRILOGY ANTIOCH, LLC, a California limited liability company

By:

XXXX CAPITAL II, LLC,

a Delaware limited liability company,

Its sole Member

By:

Xxxx Homes Limited Partnership,

a California limited partnership,

Its Manager

By:

X.X. Xxxx, G.P.,

a Delaware general partnership,

Its sole General Partner

By:

JFS Management, L.P.,

a Delaware limited partnership,

Its sole General Partner

By:

X.X. Xxxx Construction Management, Inc.,

a California corporation,

Its sole General Partner

By:

/s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Secretary

By:

/s/ Xxxxxx X. O’Dell

Name: Xxxxxx X. O’Dell

Title: Treasurer

UDC ADVISORY SERVICES, INC., an Illinois corporation
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer

[Signature Page to First Supplemental Indenture]

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UDC HOMES CONSTRUCTION, INC., an Arizona corporation
By:		/s/ Xxxxx X. Xxxxxxxx
		Name: Xxxxx X. Xxxxxxxx
		Title: Secretary
By:		/s/ Xxxxxx X. O’Dell
		Name: Xxxxxx X. O’Dell
		Title: Treasurer

VISTANCIA CONSTRUCTION, LLC, a Delaware limited liability company
By:		Xxxx Homes Southwest, Inc.,
		an Arizona corporation,
		Its Manager
		By:		/s/ Xxxxx X. Xxxxxxxx
				Name: Xxxxx X. Xxxxxxxx
				Title: Secretary
		By:		/s/ Xxxxxx X. O’Dell
				Name: Xxxxxx X. O’Dell
				Title: Treasurer

VISTANCIA MARKETING, LLC, a Delaware limited liability company
By:		Xxxx Homes Southwest, Inc.,
		an Arizona corporation,
		Its Manager
		By:		/s/ Xxxxx X. Xxxxxxxx
				Name: Xxxxx X. Xxxxxxxx
				Title: Secretary
		By:		/s/ Xxxxxx X. O’Dell
				Name: Xxxxxx X. O’Dell
				Title: Treasurer

[Signature Page to First Supplemental Indenture]

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XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee,
By:		/s/ Xxxxxxx Tu
		Name: Xxxxxxx Tu
		Title: Assistant Vice President

[Signature Page to First Supplemental Indenture]

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