FOURTH SUPPLEMENTAL INDENTURE Dated as of March 23, 2015 among SHEA HOMES LIMITED PARTNERSHIP, SHEA HOMES FUNDING CORP. and THE GUARANTORS NAMED THEREIN, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee

Exhibit 4.1

Execution Version

FOURTH SUPPLEMENTAL INDENTURE

Dated as of March 23, 2015

among

XXXX HOMES LIMITED PARTNERSHIP,

XXXX HOMES FUNDING CORP.

and

THE GUARANTORS NAMED THEREIN,

and

XXXXX FARGO BANK, NATIONAL ASSOCIATION

as Trustee

8.625% Senior Secured Notes due 2019

THIS FOURTH SUPPLEMENTAL INDENTURE (the “Fourth Supplemental Indenture”) is entered into as of March 23, 2015, among Xxxx Homes Limited Partnership, a California limited partnership (the “Company”), 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, as supplemented by the First Supplemental Indenture, dated as of October 6, 2013, the Second Supplemental Indenture, dated as of November 14, 2013, and the Third Supplemental Indenture, dated as of February 25, 2014 (as so supplemented, the “Indenture”), relating to the Company’s 8.625% Senior Secured Notes Due 2019 (the “Notes”);

WHEREAS, Section 9.02(a) of the Indenture permits amendments to the Indenture with the consent (the “Requisite Consents”) of the Holders of a majority in principal amount of the outstanding Notes (the “Majority Holders”);

WHEREAS, pursuant to the terms and conditions of the Issuers’ Offer to Purchase and Consent Solicitation, dated as of March 9, 2015 (“Offer to Purchase”), and related consent and letter of transmittal that applies to the Notes, the Issuers have received the Requisite Consents to enter into the amendments to the Indenture (the “Amendments”) set forth in this Fourth Supplemental Indenture; and

WHEREAS, the Majority Holders have given and not revoked their consents to the Amendments set forth in this Fourth Supplemental Indenture.

AGREEMENT

NOW, THEREFORE, for and in consideration of the foregoing premises, the Company, the Guarantors and the Trustee mutually covenant and agree as follows:

ARTICLE I

Section 1.1 Deletion of Definitions and Related References.

Article 1 of the Indenture is hereby amended to delete in their entirety all terms and their respective definitions for which all references in the Indenture are eliminated as a result of the amendments set forth in Article II of this Fourth Supplemental Indenture.

ARTICLE II

Section 2.1 Amendments to Articles 4 and 5.

Subject to Section 3.5 hereof, the Indenture is hereby amended by deleting the following provisions of the Indenture and all references thereto in their entirety and inserting in lieu thereof the phrase “[Intentionally Omitted]”:

Section 4.06		Limitations on Indebtedness;
Section 4.07		Limitations on Restricted Payments;
Section 4.08		Limitations on Liens;
Section 4.09		Limitations on Restrictions Affecting Restricted Subsidiaries;
Section 4.11		Future Guarantors;
Section 4.13		Limitations on Transactions with Affiliates;
Section 4.14		Limitations on Mergers, Consolidations and Sales of Assets;
Section 4.15		Limitation on Sale/Leaseback Transactions;

Section 4.16		Limitation on Line of Business;
Section 4.19		Reports to Holders of Notes;
Section 4.22		Collateral Requirement; Further Assurances; Costs; and
Clauses (iii), (iv) and (v) of Section 5.01 (which provide for certain Events of Default).

Section 2.2 Amendments to Notes.

Subject to Section 3.5 hereof, the Notes are hereby deemed to be amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Fourth Supplemental Indenture.

ARTICLE III

MISCELLANEOUS

Section 3.1 Definitions.

Capitalized terms used but not defined in this Fourth Supplemental Indenture shall have the meanings ascribed thereto in the Indenture.

Section 3.2 Confirmation of Indenture.

Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed, and all the terms shall remain in full force and effect. This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby, and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict, the provisions of this Fourth Supplemental Indenture shall control.

Section 3.3 Concerning the Trustee.

In carrying out the Trustee’s responsibilities hereunder, the Trustee shall have all of the rights, protections and immunities which it possesses under the Indenture. The Trustee assumes no responsibility for the correctness of the recitals contained herein. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Fourth Supplemental Indenture.

Section 3.4 Governing Law.

THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

Section 3.5 Effectiveness.

The provisions of this Fourth Supplemental Indenture shall be effective immediately upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of Article II of this Fourth Supplemental Indenture shall become operative only upon the acceptance for purchase by the Company of at least a majority in principal amount of the outstanding Notes (excluding any Notes owned by the Issuers or any Affiliate of the Issuers) pursuant to the Offer to Purchase.

Section 3.6 Counterpart Originals.

This Fourth Supplemental Indenture may be signed in various counterparts, which together constitute one and the same instrument.

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Section 3.7 Severability.

In case any one or more of the provisions in this Fourth Supplemental Indenture shall be held invalid, illegal or unenforceable in any jurisdiction, in any respect for any reason, the validity, legality and enforceability of any such provision in every other jurisdiction and in every other respect, and of the remaining provisions, shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

Section 3.8 Effect of Headings.

The Section headings herein have been inserted for convenience of reference only, are not to be considered a part of this Fourth Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 3.9 Successors and Assigns.

All covenants and agreements in this Fourth Supplemental Indenture by the Issuers and the Guarantors shall bind their respective successors and assigns. All covenants and agreements in this Fourth Supplemental Indenture by the Trustee shall bind its successor and assigns.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed all as of the day and year first above written.

XXXX HOMES LIMITED PARTNERSHIP,
By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Vice President
By:		/s/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		Title:		Secretary
XXXX HOMES FUNDING CORP.,
By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Vice President
By:		/s/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		Title:		Secretary

[Signature Page to Fourth Supplemental Indenture]

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee,
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Vice President

[Signature Page to Fourth Supplemental Indenture]

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 Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Vice President

[Signature Page to Fourth Supplemental Indenture]

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

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 Fourth Supplemental Indenture]

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 Fourth Supplemental Indenture]

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 Fourth Supplemental Indenture]

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. Xxxxx
		Name:		Xxxxxx X. Xxxxx
		Title:		Vice President

[Signature Page to Fourth Supplemental Indenture]

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 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 Fourth Supplemental Indenture]

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 Fourth Supplemental Indenture]

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 Fourth Supplemental Indenture]

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

[Signature Page to Fourth Supplemental Indenture]

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 Fourth Supplemental Indenture]

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 Fourth Supplemental Indenture]

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
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

[Signature Page to Fourth Supplemental Indenture]

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 Fourth Supplemental Indenture]

XXXX HOMES HOUSTON, 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
XXXX HOMES ACTIVE ADULT, 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
SH AA DEVELOPMENT, 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
SHALC GC, 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

[Signature Page to Fourth Supplemental Indenture]