UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2016
CENTURY COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36491 | 68-0521411 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
8390 East Crescent Parkway, Suite 650 Greenwood Village, Colorado |
80111 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (303) 770-8300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
Fifth Supplemental Indenture; 6.875% Senior Notes due 2022
On November 8, 2016, Century Communities, Inc. (the “Company”) and its subsidiary guarantors party thereto (the “Guarantors”) entered into a Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”) with U.S. Bank National Association, as trustee (the “Trustee”), which supplements the Indenture, dated as of May 5, 2014, as supplemented by the Supplemental Indenture, dated as of December 18, 2014, the Second Supplemental Indenture, dated as of March 13, 2015, the Third Supplemental Indenture, dated as of April 9, 2015, and the Fourth Supplemental Indenture, dated August 27, 2015, each among the Company, the Guarantors party thereto, and the Trustee (as supplemented, the “Indenture”). Pursuant to the Fifth Supplemental Indenture, each of the Guarantors listed in the Schedule thereto agrees to provide a Security Guarantee (as defined therein) on the terms and subject to the conditions set forth in the Indenture.
The foregoing description of the Fifth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Fifth Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
|
Exhibit
|
Description |
|
| 4.1 | Fifth Supplemental Indenture, dated as of November 8, 2016, by and among Century Communities, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee under the Indenture. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 9, 2016 | C ENTURY C OMMUNITIES , I NC . | |||||
| By: | /s/ David Messenger | |||||
| Name: David Messenger | ||||||
| Title: Chief Financial Officer | ||||||
EXHIBIT INDEX
|
Exhibit
|
Description |
|
| 4.1 | Fifth Supplemental Indenture, dated as of November 8, 2016, by and among Century Communities, Inc., the Guarantors party thereto, and U.S. Bank National Association, as trustee under the Indenture. | |
EXHIBIT 4.1
FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of November 8, 2016, among Century Communities, Inc., a Delaware corporation (the “ Company ”), those companies listed in the Schedule to this Supplemental Indenture (the “ Guaranteeing Subsidiaries ”), each a subsidiary of the Company , the other Guarantors (as defined in the Indenture referred to herein), and U.S. Bank National Association, as trustee under the Indenture (the “ Trustee ”).
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of May 5, 2014 providing for the issuance of 6.875% Senior Notes due 2022 (the “ Securities ”), as supplemented by the Supplemental Indenture dated as of December 18, 2014, the Second Supplemental Indenture, dated as of March 13, 2015, the Third Supplemental Indenture, dated as of April 9, 2015, and the Fourth Supplemental Indenture, dated as of August 27, 2015 (as supplemented, the “ Indenture ”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall each unconditionally guarantee all of the Company’s Obligations under the Securities and the Indenture on the terms and conditions set forth herein (each a “ Security Guarantee ”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Company and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of the Holders.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the other Guarantors, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Securityholders as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries each hereby agree to provide an unconditional Security Guarantee on the terms and subject to the conditions set forth in the Security Guarantee and in the Indenture including but not limited to Article 10 thereof.
3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Security Guarantor, as such, will have any liability for any obligations of the Company or the Security Guarantors under the Securities, this Indenture, the Security Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities and the Security Guarantees. The waiver may not be effective to waive liabilities under the federal securities laws.
4. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
1
5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.
7. THE TRUSTEE. 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 recitals are made solely by the Guaranteeing Subsidiaries and the Company.
8. RATIFICATION OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore and hereafter authenticated and delivered shall be bound hereby.
[ Signature Pages Follow ]
2
| CENTURY COMMUNITIES, INC. | ||
| By: | /s/ David Messenger | |
| Name: David Messenger | ||
| Title: Chief Financial Officer | ||
Signature Pages to the Fifth Supplemental Indenture
| U.S. BANK NATIONAL ASSOCIATION, | ||
| as Trustee | ||
| By: | /s/ Kathy L. Mitchell | |
| Name: Kathy L. Mitchell | ||
| Title: Vice President | ||
Signature Pages to the Fifth Supplemental Indenture
| AVR A, LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| AVR B, LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| AVR C, LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| A UGUSTA P OINTE , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| A VALON AT I NVERNESS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| B EACON P OINTE , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| B LACKSTONE H OMES , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| B RADBURN V ILLAGE H OMES , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| CC C OMMUNITIES , LLC | ||||||||
| By: |
Century Land Holdings, LLC, its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||
| David Messenger | ||||||||
| Chief Financial Officer | ||||||||
Signature Pages to the Fifth Supplemental Indenture
| CCC H OLDINGS , LLC | ||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||
| By: | /s/ David Messenger | |||
| David Messenger | ||||
| Chief Financial Officer | ||||
| CCG C ONSTRUCTORS LLC | ||||||
| By: |
Century Communities of Georgia, LLC, its Manager and Sole Member |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||
| David Messenger | ||||||
| Chief Financial Officer | ||||||
| CCG R EALTY G ROUP LLC | ||||||
| By: |
Century Communities of Georgia, LLC, its Manager and Sole Member |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||
| David Messenger | ||||||
| Chief Financial Officer | ||||||
| CCH H OMES , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| C ENTRAL P ARK R OWHOMES , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT A SH M EADOWS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT B EACON P OINTE , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| C ENTURY AT C ALEY , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT C ANDELAS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT C AROUSEL F ARMS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| C ENTURY AT C LAREMONT R ANCH , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT H ARVEST M EADOWS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT L ANDMARK , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| C ENTURY AT L ITTLETON V ILLAGE , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT LOR, LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT L OWRY , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| C ENTURY AT M ARVELLA , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT M IDTOWN , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT M ILLENNIUM , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| C ENTURY AT M URPHY C REEK , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT O BSERVATORY H EIGHTS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT O UTLOOK , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| C ENTURY AT S ALISBURY H EIGHTS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT S OUTHSHORE , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT S TERLING R ANCH , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| C ENTURY AT T ERRAIN , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT T HE G ROVE , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT T HE M EADOWS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
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| By: |
CCC Holdings, LLC its Manager |
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| By: |
Century Communities, Inc. its Manager and Sole Member |
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| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| C ENTURY AT V ISTA R IDGE , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
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| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT W ILDGRASS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY AT W OLF R ANCH , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| C ENTURY C ITY , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY C OMMUNITIES C ONSTRUCTION , LLC | ||||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY C OMMUNITIES OF G EORGIA , LLC | ||||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY C OMMUNITIES OF N EVADA , LLC | ||||||||||
| By: |
Century Communities, Inc. its Sole Managing Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| C ENTURY C OMMUNITIES OF N EVADA R EALTY , LLC | ||||||||||
| By: |
Century Communities of Nevada, LLC, its Sole Managing Member |
|||||||||
| By: |
Century Communities, Inc. its Sole Managing Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY C OMMUNITIES OF U TAH , LLC | ||||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY C OMMUNITIES S OUTHEAST , LLC | ||||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY G ROUP , LLC | ||||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY L AND H OLDINGS , LLC | ||||||||||
| By: |
CCC Holdings, LLC, its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| C ENTURY L AND H OLDINGS II, LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY L AND H OLDINGS OF T EXAS , LLC | ||||||||||
| By: |
Century Communities, Inc. its Sole Managing Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY L ANDHOLDINGS OF U TAH , LLC | ||||||||||
| By: |
Century Communities, Inc. its Sole Managing Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C ENTURY R HODES R ANCH GC, LLC | ||||||||||
| By: |
Century Communities of Nevada, LLC, its Sole Managing Member |
|||||||||
| By: |
Century Communities, Inc. its Sole Managing Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| C ENTURY T USCANY GC, LLC | ||||||||||
| By: |
Century Communities of Nevada, LLC, its Sole Managing Member |
|||||||||
| By: |
Century Communities, Inc. its Sole Managing Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C HERRY H ILL P ARK , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| C OTTAGES AT W ILLOW P ARK , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| C ROWN H ILL , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| E NCLAVE AT B OYD P ONDS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| E NCLAVE AT C HERRY C REEK , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| E STATES AT C HATFIELD F ARMS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| H EARTH AT O AK M EADOWS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| H OMETOWN , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| H OMETOWN S OUTH , LLC | ||||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| L AKEVIEW F ORT C OLLINS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| M ADISON E STATES , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| M ERIDIAN R ANCH , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| M ONTECITO AT R IDGEGATE , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| N EIGHBORHOOD A SSOCIATIONS G ROUP , LLC | ||||||||||
| By: |
Century Communities of Nevada, LLC, its Sole Managing Member |
|||||||||
| By: |
Century Communities, Inc. its Sole Managing Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| P ARK 5 TH A VENUE D EVELOPMENT C O ., LLC | ||||||||||
| By: |
Century Communities, Inc. its Sole Managing Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| R ESERVE AT H IGHPOINTE E STATES , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| R ESERVE AT T HE M EADOWS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| S ADDLE R OCK G OLF , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| S ADDLEBACK H EIGHTS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| S TETSON R IDGE H OMES , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| T HE R ETREAT AT R IDGEGATE , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| T HE V ISTAS AT N OR ’ WOOD , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| T HE W HEATLANDS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| V ENUE AT A RISTA , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
|
David Messenger Chief Financial Officer |
||||||||||
| V ERONA E STATES , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| V ILLAS AT M URPHY C REEK , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
| W ATERSIDE AT H IGHLAND P ARK , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
| W ESTOWN C ONDOMINIUMS , LLC | ||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||
| By: | /s/ David Messenger | |||
| David Messenger | ||||
| Chief Financial Officer | ||||
| W ESTOWN T OWNHOMES , LLC | ||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||
| By: | /s/ David Messenger | |||
|
David Messenger Chief Financial Officer |
||||
| W ILDGRASS , LLC | ||||||||||
| By: |
Horizon Building Services, LLC, its Manager |
|||||||||
| By: |
Century Land Holdings, LLC its Managing Member |
|||||||||
| By: |
CCC Holdings, LLC its Manager |
|||||||||
| By: |
Century Communities, Inc. its Manager and Sole Member |
|||||||||
| By: | /s/ David Messenger | |||||||||
| David Messenger | ||||||||||
| Chief Financial Officer | ||||||||||
Signature Pages to the Fifth Supplemental Indenture
SCHEDULE TO THE SUPPLEMENTAL INDENTURE
THE GUARANTEEING SUBSIDIARIES
|
No. |
Name |
State of Formation |
||||
| 1. | AVR A, LLC | Colorado | ||||
| 2. | AVR B, LLC | Colorado | ||||
| 3. | AVR C, LLC | Colorado | ||||
| 4. | Century at Claremont Ranch, LLC | Colorado | ||||
| 5. | Century at Landmark, LLC | Colorado | ||||
| 6. | Century at Observatory Heights, LLC | Colorado | ||||
| 7. | Century at Sterling Ranch, LLC | Colorado | ||||
| 8. | Century Communities Construction, LLC | Utah | ||||
| 9. | Century Communities of Utah, LLC | Utah | ||||
| 10. | Century Communities Southeast, LLC | Colorado | ||||
| 11. | Century Land Holdings of Utah, LLC | Utah | ||||
| 12. | Hometown South, LLC | Colorado | ||||
| 13. | The Retreat at Ridgegate, LLC | Colorado | ||||
| 14. | Westown Condominiums, LLC | Colorado | ||||
| 15. | Westown Townhomes, LLC | Colorado | ||||