<Page>
Exhibit 4.14
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE
DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO AN ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.17 OF THE INDENTURE REFERRED TO HEREIN.(1)
THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,
AND THE NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE NOTE
EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER
- --------------------
(1) This paragraph should be included if the Note is issued in global form.
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EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE NOTE
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF BEAZER HOMES USA,
INC. THAT (A) SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1)(A) TO A PERSON WHO THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT), PURCHASING FOR ITS OWN
ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
UNDER THE SECURITIES ACT, (B) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 OF THE SECURITIES ACT, (C) OUTSIDE
THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (D) TO AN "ACCREDITED INVESTOR" WITHIN THE
MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") THAT
IS PURCHASING AT LEAST $100,000 OF NOTES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED INVESTOR
(AND BASED UPON AN OPINION OF COUNSEL IF BEAZER HOMES USA,
INC. SO REQUESTS) OR (E) IN ACCORDANCE WITH ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
PROVIDED THAT IN THE CASE OF A TRANSFER UNDER CLAUSE (E) SUCH
TRANSFER IS SUBJECT TO THE RECEIPT BY THE TRUSTEE (AND BEAZER
HOMES USA, INC., IF IT SO REQUESTS) OF A CERTIFICATION OF THE
TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO
BEAZER HOMES USA, INC. OR ANY OF ITS SUBSIDIARIES OR (3) UNDER
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
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ANY OTHER APPLICABLE JURISDICTION AND THE INDENTURE GOVERNING
THE NOTES AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE
EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
ABOVE. IF ANY RESALE OR OTHER TRANSFER OF ANY NOTE IS PROPOSED
TO BE MADE UNDER CLAUSE (A)(1)(D) ABOVE WHILE THESE TRANSFER
RESTRICTIONS ARE IN FORCE THEN THE TRANSFEROR SHALL DELIVER A
LETTER FROM THE TRANSFEREE TO BEAZER AND THE TRUSTEE WHICH
SHALL PROVIDE, AMONG OTHER THINGS, THAT THE TRANSFEREE IS AN
INSTITUTIONAL ACCREDITED INVESTOR AND THAT IT IS ACQUIRING THE
NOTES FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT.
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NO. CUSIP NO.: _______
8 3/8% SENIOR NOTES DUE 2012, SERIES A
BEAZER HOMES USA, INC.
A DELAWARE CORPORATION
promises to pay to
or registered assigns
the principal sum of [Dollars] on April 15, 2012
8 3/8% Senior Notes due 2012
Interest Payment Dates: April 15 and October 15, commencing on October 15, 2002
Record Dates: April 1 and October 1
Authenticated: Dated:
BEAZER HOMES USA, INC.
[Seal]
By:
------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as
Trustee, certifies that this is one
of the Notes referred to in the
within mentioned Indenture.
By:
-----------------------------------
Authorized Signatory
4
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BEAZER HOMES USA, INC.
8 3/8% SENIOR NOTES DUE 2012, SERIES A
1. INTEREST.
BEAZER HOMES USA, INC. (the "COMPANY"), a Delaware
corporation, promises to pay interest on the principal amount of this Note at
the rate per annum shown above. The Company will pay interest semiannually on
April 15 and October 15 of each year, commencing October 15, 2002, until the
principal is paid or made available for payment. Interest on the Notes will
accrue from the most recent date to which interest has been paid or duly
provided for or, if no interest has been paid, from April 17, 2002. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.
2. METHOD OF PAYMENT.
The Company will pay interest on the Notes (except defaulted
interest, if any, which will be paid on such special payment date to Holders of
record on such special record date as may be fixed by the Company) to the
persons who are registered Holders of Notes at the close of business on April 1
and October 1. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts.
3. PAYING AGENT AND REGISTRAR.
Initially, U.S. Bank National Association (the "TRUSTEE") will
act as Paying Agent and Registrar. The Company may change or appoint any Paying
Agent, Registrar or co-Registrar without notice. The Company or any of its
Subsidiaries may act as Paying Agent, Registrar or co-Registrar.
4. INDENTURE.
The Company issued the Notes under an Indenture dated as of
April 17, 2002 ("INDENTURE") among the Company, the Subsidiary Guarantors and
the Trustee. The terms of the Notes and the Subsidiary Guarantees include those
stated in the Indenture (including those terms set forth in the Authorizing
Resolution or supplemental indenture pertaining to the Notes of the Series of
which this Note is a part) and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 ("TIA") as in effect on the date of the
Indenture. The Notes and the Subsidiary Guarantees are subject to all such
terms, and Securityholders are referred to the Indenture and the Act for a
statement of them. The Notes include the Initial
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Notes and the Exchange Notes (each as defined in the Indenture) issued in
exchange for the Initial Notes pursuant to the Registration Rights Agreement (as
hereinafter defined).
The Company will furnish to any Securityholder upon written
request and without charge a copy of the Indenture and the applicable
Authorizing Resolution or supplemental indenture. Requests may be made to:
Beazer Homes USA, Inc., 5775 Peachtree Dunwoody Road, Suite B-200, Atlanta,
Georgia 30342, Attention: President.
5. OPTIONAL REDEMPTION.
The Company may redeem all or any portion of the Notes at any
time and from time to time on or after April 15, 2007, and prior to maturity at
the following redemption prices (expressed as percentages of the principal
amount thereof) together, in each case, with accrued and unpaid interest to the
date fixed for redemption if redeemed during the 12-month period beginning on
April 15 of each year indicated below:
<Table>
<Caption>
Year Percentage
---- ----------
2007..................................... 104.188%
2008..................................... 102.791%
2009..................................... 101.396%
2010 and thereafter...................... 100.000%
</Table>
In addition, on or prior to April 15, 2005, the Company may,
at its option redeem up to 35% of the outstanding Notes with the net proceeds of
an Equity Offering at 108.375% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date fixed for redemption; PROVIDED, that at
least $227.5 million principal amount of the Notes remain outstanding after such
redemption. Notice of any such redemption must be given within 60 days after the
date of the closing of the relevant Public Equity Offering.
The Indenture requires the Company
(i) to offer to purchase all of the outstanding Notes upon a
Change of Control of the Company,
(ii) to offer to purchase a portion of the outstanding Notes
using Net Proceeds neither used to repay certain Indebtedness nor used
or invested as provided in the Supplemental Indenture or
(iii) to offer to purchase 10% of the original outstanding
principal amount of the Notes in the event that, at the end of any two
consecutive fiscal quarters, the Company's Consolidated Tangible Net
Worth is less than $85 million; PROVIDED that no such offer shall be
required if, following such two fiscal quarters but prior to the date
the Company is required to make such offer, capital in cash or cash
equivalents is
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contributed to the Company in an Equity Offering sufficient to increase
the Company's Consolidated Tangible Net Worth after giving effect to
such contribution to an amount equal to or greater than $85 million.
In the event less than all of the Notes are to be redeemed at
any time, selection of the Notes to be redeemed will be made by the Trustee from
among the outstanding Notes on a PRO RATA basis, by lot or by any other method
permitted by the Indenture. Notice of redemption will be mailed at least 15 days
but not more than 60 days before the redemption date to each Holder of Notes to
be redeemed at his or her registered address. On and after the redemption date,
interest will cease to accrue on Notes or portions thereof called for
redemption.
6. REGISTRATION RIGHTS AGREEMENT.
The Holder of this Note is entitled to the benefits of a
Registration Rights Agreement, dated as of April 17, 2002, among the Company,
the Subsidiary Guarantors and the Initial Purchasers named therein (as such may
be amended from time to time, the "REGISTRATION RIGHTS AGREEMENT"). Capitalized
terms used in this subsection but not defined herein have the meanings assigned
to them in the Registration Rights Agreement.
If (i) the Exchange Offer Registration Statement is not filed
with the Commission on or before the 90th calendar day following the Issue Date
or, if that day is not a Business Day, then the next day that is a Business Day;
(ii) the Exchange Offer Registration Statement is not declared effective on or
before the 150th calendar day following the Issue Date or, if that day is not a
Business Day, then the next day that is a Business Day; (iii) the Exchange Offer
is not completed on or before the 180th calendar day following the Issue Date
or, if that day is not a Business Day, then the next day that is a Business Day;
or (iv) the Shelf Registration Statement is required to be filed but is not
filed or declared effective within the time periods required by the Registration
Rights Agreement or is declared effective but thereafter ceases to be effective
or usable (subject to certain exceptions) (each such event referred to in
clauses (i) through (iv), a "REGISTRATION DEFAULT"), the interest rate borne by
the Notes will be increased by 0.25% per annum upon the occurrence of a
Registration Default. This rate will continue to increase by 0.25% each 90 day
period that the Liquidated Damages (as defined below) continue to accrue under
any such circumstance. However, the maximum total increase in the interest rate
will in no event exceed one percent (1.0%) per year. The increase in the
interest rate on the Notes is referred to as "LIQUIDATED DAMAGES." Such interest
is payable in addition to any other interest payable from time to time with
respect to the Initial Notes and the Exchange Notes in cash on each interest
payment date to the Holders of record for such interest payment date.
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7. DENOMINATIONS, TRANSFER, EXCHANGE.
The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Notes by presentation of such Notes to the Registrar or a
co-Registrar with a request to register the transfer or to exchange them for an
equal principal amount of Notes of other denominations. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not transfer or exchange any Note selected for
redemption, except the unredeemed part thereof if the Note is redeemed in part,
or transfer or exchange any Notes for a period of 15 days before a selection of
Notes to be redeemed.
8. PERSONS DEEMED OWNERS.
The registered Holder of this Note shall be treated as the
owner of it for all purposes.
9. UNCLAIMED MONEY.
If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Company at its request. After that, Holders entitled to the money must look
to the Company for payment unless an abandoned property law designates another
person.
10. AMENDMENT, SUPPLEMENT, WAIVER.
Subject to certain exceptions, the Indenture or the Notes may
be amended or supplemented with the consent (which may include consents obtained
in connection with a tender offer or exchange offer for Notes) of the Holders of
at least a majority in principal amount of the Notes then outstanding, and any
existing Default or Event of Default (other than any continuing Default or Event
of Default in the payment of interest on or the principal of the Notes) under,
or compliance with any provision of, the Indenture may be waived with the
consent (which may include consents obtained in connection with a tender offer
or exchange offer for Notes) of the Holders of a majority in principal amount of
the Notes then outstanding. Without the consent of any Holder, the Company, the
Subsidiary Guarantors and the Trustee may amend the Indenture or the Notes or
waive any provision of the Indenture to cure any ambiguity, defect or
inconsistency, to comply with Section 3.10 of the Supplemental Indenture; to
provide for uncertificated Notes in addition to certificated Notes; to make any
change that does not adversely affect the legal rights under the Indenture of
any Holder; to comply with or qualify the Indenture under the Trust Indenture
Act; or to reflect a Subsidiary Guarantor ceasing to be liable on the Subsidiary
Guarantees because it is no longer a Subsidiary of the Company.
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11. SUCCESSOR CORPORATION.
When a successor corporation assumes all the obligations of
its predecessor under the Notes and the Indenture, the predecessor corporation
will be released from those obligations.
12. TRUSTEE DEALINGS WITH COMPANY.
U.S. Bank National Association, the Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its affiliates, and may
otherwise deal with the Company or its affiliates, as if it were not Trustee.
13. NO RECOURSE AGAINST OTHERS.
A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Notes or the Indenture or for any claim based on, in respect of or by reason
of, such obligations or their creation. Each Securityholder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.
14. DISCHARGE OF INDENTURE.
The Indenture contains certain provisions pertaining to
defeasance, which provisions shall for all purposes have the same effect as if
set forth herein.
15. AUTHENTICATION.
This Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Note.
16. ABBREVIATIONS.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
9
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ASSIGNMENT FORM
If you the Holder want to assign this Note, fill in the form
below:
I or we assign and transfer this Note to
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Insert assignee's social security or tax ID number)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Print or type assignee's name, address, and zip code)
and irrevocably appoint
- --------------------------------------------------------------------------------
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
- --------------------------------------------------------------------------------
Date: ________________ Your signature:_____________________________
(Sign exactly as your name appears on the
other side of this Note)
SIGNATURE GUARANTEE
Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.
In connection with any transfer of this Note occurring prior
to the date which is the earlier of (i) the date of the declaration by the
Commission of the effectiveness of a registration statement under the Securities
Act of 1933, as amended (the "SECURITIES ACT") covering resales of this Note
(which effectiveness shall not have been suspended or terminated at the date of
the transfer) and (ii) two years from the Issue Date, the undersigned confirms
that it has not utilized any general solicitation or general advertising in
connection with the transfer:
<Page>
[Check One]
---------
(1) __ to the Company or a subsidiary thereof; or
(2) __ pursuant to and in compliance with Rule 144A under the
Securities Act of 1933, as amended; or
(3) __ to an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933,
as amended) that has furnished to the Trustee a signed letter
containing certain representations and agreements (the form of
which letter can be obtained from the Trustee); or
(4) __ outside the United States to a "foreign person" in compliance
with Rule 904 of Regulation S under the Securities Act of
1933, as amended; or
(5) __ pursuant to the exemption from registration provided by Rule
144 under the Securities Act of 1933, as amended; or
(6) __ pursuant to an effective registration statement under the
Securities Act of 1933, as amended; or
(7) __ pursuant to another available exemption from the registration
requirements of the Securities Act of 1933, as amended;
and unless the box below is checked, the undersigned confirms that such Note is
not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "AFFILIATE"):
<Page>
/ / The transferee is an Affiliate of the Company.
Unless one of the items is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if item
(3), (4), (5) or (7) is checked, the Company or the Trustee may require, prior
to registering any such transfer of the Notes, in their sole discretion, such
written legal opinions, certifications (including an investment letter in the
case of box (3) or (4)) and other information as the Trustee or the Company has
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended.
If none of the foregoing items are checked, the Trustee or
Registrar shall not be obligated to register this Note in the name of any person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 2.14 of the Indenture
shall have been satisfied.
Dated: ____________________ Signed:_____________________________________
(Sign exactly as name appears on the other
side of this Note)
Signature Subsidiary Guarantee: ____________________________________
(Signature must be guaranteed)
SIGNATURE GUARANTEE
Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.
<Page>
TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.
Dated: ______________ _________________________________________________
NOTICE: To be executed by an executive officer
<Page>
[FORM OF NOTATION ON NOTE RELATING TO GUARANTEE]
GUARANTEE
Beazer Homes Corp., Beazer/Squires Realty, Inc., Beazer Homes
Sales Arizona Inc., Beazer Realty Corp., Beazer Mortgage Corporation, Beazer
Homes Holdings Corp., Beazer Homes Texas Holdings, Inc., Beazer Homes Texas,
L.P., April Corporation, Beazer SPE, LLC, Beazer Homes Investment Corp., Beazer
Realty, Inc., Beazer Clarksburg, LLC, Homebuilders Title Services of Virginia,
Inc., Homebuilders Title Services, Inc., Texas Lone Star Title, L.P., Universal
Solutions Insurance Agency, Inc., Builder's Link, Inc., Crossmann Communities of
North Carolina, Inc., Crossmann Communities of Ohio, Inc., Crossmann Communities
of Tennessee, LLC, Crossmann Communities Partnership, Crossmann Investments,
Inc., Crossmann Management Inc., Crossmann Mortgage Corp., Crossmann Realty,
Co., Cutter Homes Ltd., Deluxe Aviation, Inc., Deluxe Homes of Lafayette, Inc.,
Deluxe Homes of Ohio, Inc., Merit Realty, Inc., Paragon Title, LLC, Pinehurst
Builders LLC and Trinity Homes LLC (the "SUBSIDIARY GUARANTORS") have
unconditionally guaranteed, jointly and severally (such guarantee by each
Subsidiary Guarantor being referred to herein as the "SUBSIDIARY GUARANTEE") (i)
the due and punctual payment of the principal of and interest on the Notes,
whether at maturity, by acceleration or otherwise, the due and punctual payment
of interest on the overdue principal and interest, if any, on the Notes, to the
extent lawful, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee all in accordance with the terms set
forth in Article Nine of the Indenture and (ii) in case of any extension of time
of payment or renewal of any Notes or any of such other obligations, that the
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.
No past, present or future stockholder, officer, director,
employee or incorporator, as such, of any of the Subsidiary Guarantors shall
have any liability under the Subsidiary Guarantee by reason of such person's
status as stockholder, officer, director, employee or incorporator. Each holder
of a Note by accepting a Note waives and releases all such liability. This
waiver and release are part of the consideration for the issuance of the
Subsidiary Guarantees.
Each holder of a Note by accepting a Note agrees that any
Subsidiary Guarantor named below shall have no further liability with respect to
its Subsidiary Guarantee if such Subsidiary Guarantor otherwise ceases to be
liable in respect of its Subsidiary Guarantee in accordance with the terms of
the Indenture.
<Page>
The Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Notes upon which the
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.
SUBSIDIARY GUARANTORS:
Beazer Homes Corp.
Beazer/Squires Realty, Inc.
Beazer Homes Sales Arizona Inc.
Beazer Realty Corp.
Beazer Mortgage Corporation
Beazer Homes Holdings Corp.
Beazer Homes Texas Holdings, Inc.
Beazer Homes Texas, L.P.
April Corporation
Beazer SPE, LLC
Beazer Homes Investment Corp.
Beazer Realty, Inc.
Beazer Clarksburg, LLC
Homebuilders Title Services of Virginia, Inc.
Homebuilders Title Services, Inc.
Texas Lone Star Title, L.P.
Universal Solutions Insurance Agency, Inc.
By:
-----------------------------------
Name:
Title:
<Page>
CROSSMANN SUBSIDIARY GUARANTORS:
Builder's Link, Inc.
Crossmann Communities of North Carolina, Inc.
Crossmann Communities of Ohio, Inc.
Crossmann Communities of Tennessee, LLC
Crossmann Communities Partnership
Crossmann Investments, Inc.
Crossmann Management Inc.
Crossmann Mortgage Corp.
Crossmann Realty, Co.
Cutter Homes Ltd.
Deluxe Aviation, Inc.
Deluxe Homes of Lafayette, Inc.
Deluxe Homes of Ohio, Inc.
Merit Realty, Inc.
Paragon Title, LLC
Pinehurst Builders LLC
Trinity Homes LLC
By:
-----------------------------------
Name:
Title: