Exhibit 4.2
EXECUTION VERSION
SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of October 2, 2018, among Taylor Morrison Communities, Inc., a Delaware corporation (the “Qualified Successor”), certain subsidiaries listed on Schedule 1 hereto, each a subsidiary of the Qualified Successor (each, a “Guaranteeing Subsidiary”), AV Homes, Inc., a Delaware corporation (the “Company” or “AV Homes”),certain subsidiaries of the Company listed on Schedule 2 hereto (the “Existing Subsidiary Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
WITNESSETH
WHEREAS, each of the Company and the Subsidiary Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (as supplemented by the First Supplemental Indenture, dated as of January 11, 2018, between AVH DFW, LLC, an Arizona Limited Liability Company and the Trustee, the “Indenture”), dated as of May 18, 2017, providing for the issuance of an unlimited aggregate principal amount of 6.625% Senior Notes due 2022 (the “Notes”);
WHEREAS, pursuant to the terms of the Indenture, as a condition to the occurrence of a Covenant Replacement Event, the Qualified Successor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Qualified Successor shall assume all of the obligations of the Company under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture;
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; and
WHEREAS, pursuant to Section 9.01(a) of the Indenture, the Trustee is authorized and hereby directed to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.Agreement to be Bound. The Qualified Successor hereby expressly assumes the Company’s Obligations for the due and punctual payment of principal, premium, if any, and interest (including Additional Interest, if any) on the Notes issued pursuant to the Indenture and all other Obligations under the Indenture, the Notes and the Registration Rights Agreement. The Qualified Successor hereby becomes a party to the Indenture and the Registration Rights Agreement as the Company and as such shall have all of the rights and be subject to all of the obligations and agreements of