William Lyon Sample Contracts

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William Lyon HomesVOTING AGREEMENT (November 7th, 2019)

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.

William Lyon HomesContract (July 23rd, 2019)

AMENDMENT NO. 2, dated as of July 18, 2019 (this “Amendment”), to the CREDIT AGREEMENT dated as of May 21, 2018 (as amended by Amendment No. 1 dated as of December 18, 2018, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among WILLIAM LYON HOMES, INC., a California corporation (the “Borrower”), WILLIAM LYON HOMES, a Delaware corporation (“Parent”), the lenders from time to time party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

William Lyon HomesContract (February 28th, 2019)

AMENDMENT NO. 1 dated as of December 18, 2018 (this “Amendment”), to the CREDIT AGREEMENT dated as of May 21, 2018 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among WILLIAM LYON HOMES, INC., a California corporation (the “Borrower”), WILLIAM LYON HOMES, a Delaware corporation (“Parent”), the lenders from time to time party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

William Lyon HomesContract (March 15th, 2018)

AMENDMENT NO. 3 dated as of March 9, 2018 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 1, 2016 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among WILLIAM LYON HOMES, INC., a California corporation (the “Borrower”), WILLIAM LYON HOMES, a Delaware corporation (“Parent”), the lenders from time to time party thereto (the “Lenders”), and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

William Lyon HomesPURCHASE AND SALE AGREEMENT by and among WILLIAM LYON HOMES, INC., RSI COMMUNITIES LLC, RS EQUITY MANAGEMENT LLC, THE CLASS B SELLERS OF RSI COMMUNITIES LLC, AND RS EQUITY MANAGEMENT LLC, AS THE SELLERS’ REPRESENTATIVE DATED AS OF FEBRUARY 19, 2018 (February 23rd, 2018)

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of February 19, 2018, by and among William Lyon Homes, Inc., a California corporation (“Buyer”), RSI Communities LLC, a Delaware limited liability company (the “Company”), RS Equity Management LLC, a Delaware limited liability company (the “Class A Seller”), all of the holders of Class B Membership Interests (the “Class B Sellers” and together with the Class A Seller, each a “Seller” and collectively, “Sellers”), and RS Equity Management LLC, a Delaware limited liability company, in its capacity as the representative of Sellers (the “Sellers’ Representative”). Exhibit A contains definitions, or references to the definitions, of the capitalized terms used in this Agreement. Sellers and Buyer are each referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

William Lyon HomesNew Lender Supplement (February 22nd, 2018)

Upon (a) execution and delivery of this New Lender Supplement, dated as of November 28, 2017, by the parties hereto as provided in Section 2.21 of the Credit Agreement and (b) receipt by the Administrative Agent and the undersigned (the “New Lender”) of the certificate referred to in such Section 2.21 the New Lender hereby becomes a Lender under the Credit Agreement having the Commitment set forth in Schedule 1 attached hereto and shall be bound by the obligations in the Credit Agreement as a Lender and entitled to the benefits of the Credit Agreement, effective as of the Increased Facility Closing Date referred to below.

William Lyon Homes3,322,666 Shares WILLIAM LYON HOMES Class A Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT (September 19th, 2017)
William Lyon HomesContract (August 8th, 2017)

AMENDMENT NO. 2 dated as of June 16, 2017 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 1, 2016 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among WILLIAM LYON HOMES, INC., a California corporation (the “Borrower”), WILLIAM LYON HOMES, a Delaware corporation (“Parent”), the lenders from time to time party thereto (the “Lenders”), and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

William Lyon HomesContract (March 9th, 2017)

AMENDMENT NO. 1 dated as of January 27, 2017 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 1, 2016 (the “Credit Agreement”), among WILLIAM LYON HOMES, INC., a California corporation (the “Borrower”), WILLIAM LYON HOMES, a Delaware corporation (“Parent”), the lenders from time to time party thereto (the “Lenders”), and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

William Lyon HomesContract (July 7th, 2016)

AMENDMENT AND RESTATEMENT AGREEMENT dated as of July 1, 2016 (this “Amendment Agreement”), among WILLIAM LYON HOMES, INC., a California corporation (the “Borrower”), WILLIAM LYON HOMES, a Delaware corporation (“Parent”), each subsidiary of the Borrower party hereto, the lenders listed on Schedule I hereto (the “Lenders”) and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”).

William Lyon HomesContract (March 11th, 2016)

AMENDMENT NO. 1 dated as of December 21, 2015 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 27, 2015 (the “Credit Agreement”), among WILLIAM LYON HOMES, INC., a California corporation (the “Borrower”), WILLIAM LYON HOMES, a Delaware corporation (“Parent”), the lenders from time to time party thereto (the “Lenders”), and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

William Lyon Homes2,000,000 Shares WILLIAM LYON HOMES Class A Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT August 13, 2015 (August 19th, 2015)
William Lyon HomesAMENDMENT AND RESTATEMENT AGREEMENT dated as of March 27, 2015 (this “Amendment Agreement”), among WILLIAM LYON HOMES, INC., a California corporation (the “Borrower”), WILLIAM LYON HOMES, a Delaware corporation (“Parent”), each subsidiary of the Borrower ... (May 8th, 2015)

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of March 27, 2015, among WILLIAM LYON HOMES, INC., a California corporation (the “Borrower”), WILLIAM LYON HOMES, a Delaware corporation (“Parent”), the lenders from time to time party hereto (the “Lenders”), and CREDIT SUISSE AG, as Administrative Agent (as hereinafter defined).

William Lyon HomesAMENDMENT TO EMPLOYMENT AGREEMENT (December 31st, 2014)

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of December 31, 2014 (the “Effective Date”), by and among William Lyon Homes, a Delaware corporation (“Parent”), William Lyon Homes, Inc., a California corporation (the “Company”), and General William Lyon ( “Executive”).

William Lyon HomesAMENDMENT TO EMPLOYMENT AGREEMENT (December 31st, 2014)

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of December 31, 2014 (the “Effective Date”), by and among William Lyon Homes, a Delaware corporation (“Parent”), William Lyon Homes, Inc., a California corporation (the “Company”), and William H. Lyon ( “Executive”).

William Lyon HomesWILLIAM LYON HOMES as Issuer and U.S. BANK NATIONAL ASSOCIATION as Purchase Contract Agent, as Attorney-in-Fact for the Holders from time to time as provided herein and as Trustee under the Indenture referred to herein PURCHASE CONTRACT AGREEMENT Dated ... (November 21st, 2014)

PURCHASE CONTRACT AGREEMENT, dated as of November 21, 2014, among WILLIAM LYON HOMES, a Delaware corporation (the “Company”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, acting as Trustee under the Indenture (as defined herein).

William Lyon HomesWILLIAM LYON HOMES 1,000,000 6.50% TANGIBLE EQUITY UNITS UNDERWRITING AGREEMENT (November 21st, 2014)
William Lyon HomesContract (November 12th, 2014)

AMENDMENT NO. 1 dated as of July 3, 2014 (this “Amendment”), to the Credit Agreement dated as of August 7, 2013 (the “Credit Agreement”), among WILLIAM LYON HOMES, INC., a California corporation (the “Borrower”), WILLIAM LYON HOMES, a Delaware corporation (“Parent”), the lenders from time to time party thereto (the “Lenders”), and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.

William Lyon HomesWILLIAM LYON HOMES, INC., as Issuer THE GUARANTORS named herein, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 31, 2014 5.75% Senior Notes Due 2019 (April 1st, 2014)

INDENTURE dated as of March 31, 2014, among WILLIAM LYON HOMES, INC., a California corporation (the “Company”), the Guarantors (as hereinafter defined) that from time to time become parties to this Indenture and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”).

William Lyon Homes2,000,000 Shares WILLIAM LYON HOMES Class A Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT (April 1st, 2014)
William Lyon HomesWILLIAM LYON HOMES Amendment No. 1 to Warrant to Purchase Shares of Class B Common Stock (May 28th, 2013)

THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE SHARES OF CLASS B COMMON STOCK (this “Amendment”) is entered into as of this 21st day of May, 2013, by and between WILLIAM LYON HOMES, a Delaware corporation (the “Company”), and LYON SHAREHOLDER 2012, LLC, a Delaware limited liability company (“Holder”).

William Lyon Homes8,700,000 Shares WILLIAM LYON HOMES Class A Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT (May 6th, 2013)
William Lyon HomesWILLIAM LYON HOMES Amendment No. 1 to Warrant to Purchase Shares of Class B Common Stock (May 6th, 2013)

THIS AMENDMENT NO. 1 TO WARRANT TO PURCHASE SHARES OF CLASS B COMMON STOCK (this “Amendment”) is entered into as of this day of , 2013, by and between WILLIAM LYON HOMES, a Delaware corporation (the “Company”), and LYON SHAREHOLDER 2012, LLC, a Delaware limited liability company (“Holder”).

William Lyon HomesWILLIAM LYON HOMES CLASS A COMMON STOCK AND CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENT (December 6th, 2012)

This Class A Common Stock and Convertible Preferred Stock Subscription Agreement (this “Agreement”) is made and entered into as of October 12, 2012, by and between William Lyon Homes, a Delaware corporation (the “Company”) and WLH Recovery Acquisition LLC, a Delaware limited liability company (the “Subscriber”).

William Lyon HomesWILLIAM LYON HOMES, INC., as Issuer THE GUARANTORS named herein, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 8, 2012 8.500% Senior Notes Due 2020 (November 8th, 2012)

INDENTURE dated as of November 8, 2012, among WILLIAM LYON HOMES, INC., a California corporation (the “Company”), the Guarantors (as hereinafter defined) that from time to time become parties to this Indenture and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”).

William Lyon HomesWILLIAM LYON HOMES, INC. AND as Note Trustee and Collateral Trustee SUPPLEMENTAL INDENTURE Dated as of November 8, 2012 to Indenture Dated as of February 25, 2012 12% Senior Subordinated Secured Notes due 2017 (November 8th, 2012)

This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 8, 2012, between WILLIAM LYON HOMES, INC., a California corporation (the “Issuer”), the Guarantors named herein and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Note Trustee (the “Note Trustee”) and Collateral Trustee, under the Indenture, dated as of February 25, 2012, as amended to date (the “Indenture”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture.

William Lyon HomesCLASS B COMMON STOCK REGISTRATION RIGHTS AGREEMENT (March 6th, 2012)

This CLASS B COMMON STOCK REGISTRATION RIGHTS AGREEMENT, dated as of February 25, 2012 (this “Agreement”), is entered into among WILLIAM LYON HOMES, a Delaware corporation (the “Company”), and the Holders (as defined below). Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.

William Lyon HomesEMPLOYMENT AGREEMENT (March 6th, 2012)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of February 25, 2012 (the “Effective Date”) by and among William Lyon Homes, a Delaware corporation (“Parent”), William Lyon Homes, Inc., a California corporation (the “Company”), and William H. Lyon, an individual (“Executive”), with respect to the following facts and circumstances:

William Lyon HomesEMPLOYMENT AGREEMENT (March 6th, 2012)

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of February 25, 2012 (the “Effective Date”) by and among William Lyon Homes, a Delaware corporation (“Parent”), William Lyon Homes, Inc., a California corporation (the “Company”), and General William Lyon, an individual (“Executive”), with respect to the following facts and circumstances:

William Lyon HomesCLASS A COMMON STOCK REGISTRATION RIGHTS AGREEMENT (March 6th, 2012)

This CLASS A COMMON STOCK REGISTRATION RIGHTS AGREEMENT, dated as of February 25, 2012 (this “Agreement”), is entered into among WILLIAM LYON HOMES, a Delaware corporation (the “Company”), and the Holders (as defined below). Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.

William Lyon HomesWILLIAM LYON HOMES CLASS B COMMON STOCK AND WARRANT PURCHASE AGREEMENT February 25, 2012 (March 6th, 2012)

This CLASS B COMMON STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 25, 2012, by and between WILLIAM LYON HOMES, a Delaware corporation (the “Company”) and the person set forth on Schedule 1 hereto (the “Purchaser”).

William Lyon HomesCONVERTIBLE PREFERRED STOCK AND CLASS C COMMON STOCK REGISTRATION RIGHTS AGREEMENT (March 6th, 2012)

This CONVERTIBLE PREFERRED STOCK AND CLASS C COMMON STOCK REGISTRATION RIGHTS AGREEMENT, dated as of February 25, 2012 (this “Agreement”), is entered into among WILLIAM LYON HOMES, a Delaware corporation (the “Company”), and any parties purchasing Convertible Preferred Shares or Class C Shares (each as defined below) pursuant to the Subscription Agreement (as defined below) and such other persons as may become parties hereto from time to time in accordance with the terms hereof. Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.

William Lyon HomesSECOND LIEN NOTES REGISTRATION RIGHTS AGREEMENT (March 6th, 2012)

This SECOND LIEN NOTES REGISTRATION RIGHTS AGREEMENT, dated as of February 25, 2012, (this “Agreement”), is entered into among WILLIAM LYON HOMES, INC., a California corporation (the “Company”), and the Holders (as defined below). Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.

William Lyon HomesWILLIAM LYON HOMES CONVERTIBLE PREFERRED STOCK AND CLASS C COMMON STOCK SUBSCRIPTION AGREEMENT February 25, 2012 (March 6th, 2012)

This CONVERTIBLE PREFERRED STOCK AND CLASS C COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of February 25, 2012, by and between WILLIAM LYON HOMES, a Delaware corporation (the “Company”) and the undersigned subscriber (the “Subscriber”).

William Lyon HomesFIRST AMENDMENT TO SENIOR SECURED LOAN AGREEMENT (March 21st, 2011)

This FIRST AMENDMENT TO SENIOR SECURED LOAN AGREEMENT (this “Amendment”), dated as of March 18, 2011 is entered into by and among (1) WILLIAM LYON HOMES, INC., a California corporation (the “Borrower”), (2) the lenders party to the Loan Agreement (described below) from time to time (the “Lenders”), and (3) COLFIN WLH FUNDING, LLC, as Administrative Agent, with respect to the following: