Exhibit 4.11
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FIRST SUPPLEMENTAL INDENTURE
Dated as of June 13, 1995
among
BEAZER HOMES USA, INC.,
as Issuer,
BEAZER HOMES HOLDINGS INC.,
BEAZER HOMES, INC.,
SQUIRES HOMES, INC.,
PHILLIPS BUILDERS, INC.,
BEAZER/SQUIRES REALTY, INC.,
BEAZER HOMES SALES ARIZONA INC.,
BEAZER HOMES NEVADA INC.,
BEAZER HOMES GEORGIA, INC.,
BEAZER HOMES CALIFORNIA INC.,
BEAZER HOMES ARIZONA INC.,
BEAZER-COHN REALTY CORP.,
BDWI-SUNRIDGE, INC.,
BEAZER HOMES FLORIDA, INC.,
SUNRIDGE COUNTRY CLASSICS, L.P.,
PANITZ HOMES REALTY, INC., and
BEAZER HOMES TEXAS, INC.,
as Guarantors, and
BANK OF AMERICA ILLINOIS,
as Trustee
to
INDENTURE
Dated as of March 2, 1994
Relating to
$115,000,000 Aggregate Principal Amount of
9% Senior Notes due 2004
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FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 13, 1995 (this
"Supplement"), by and among BEAZER HOMES USA, INC., a Delaware corporation, (the
"Company"), BEAZER HOMES HOLDINGS INC., a Delaware corporation, BEAZER HOMES,
INC., a Delaware corporation, SQUIRES HOMES, INC., a Delaware corporation,
PHILLIPS BUILDERS, INC., a Tennessee corporation, BEAZER/SQUIRES REALTY, INC., a
North Carolina corporation, BEAZER HOMES SALES ARIZONA INC., a Delaware
corporation, BEAZER HOMES NEVADA INC., a Nevada corporation, BEAZER HOMES
GEORGIA, INC., a Georgia corporation, BEAZER HOMES CALIFORNIA INC., a Delaware
corporation, BEAZER HOMES ARIZONA INC., a Delaware corporation, BEAZER-COHN
REALTY CORP., a Georgia corporation, BDWI-SUNRIDGE, INC., a Delaware
corporation, BEAZER HOMES FLORIDA, INC., a Delaware corporation, and SUNRIDGE
COUNTRY CLASSICS, L.P., a California limited partnership (collectively, the
"Existing Guarantors"), PANITZ HOMES REALTY, INC., a Florida corporation, and
BEAZER HOMES TEXAS, INC., a Texas corporation (together, the "Additional
Guarantors"), and BANK OF AMERICA ILLINOIS, as trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings
respectively ascribed thereto in the Indenture, dated as of March 2, 1994, among
the Company, as issuer, the Existing Guarantors, as guarantors of the Company's
obligations thereunder, and the Trustee (the "Indenture"), pursuant to which
$115,000,000 aggregate principal amount of the Company's 9% Senior Notes due
2004 were issued and with respect to which this Supplement relates.
RECITALS OF THE PARTIES:
WHEREAS, the parties hereto desire to amend the Indenture to add the
Additional Guarantors as Guarantors of the Company's obligations thereunder
pursuant to Section 11.03 thereof.
NOW, THEREFORE, THIS SUPPLEMENT WITNESSETH:
1. The parties hereto agree to add, effective as of the date hereof, the
Additional Guarantors as Guarantors under the Indenture and the Additional
Guarantors agree to be subject to the provisions of the Indenture as Guarantors.
Each Additional Guarantor shall execute and deliver to the Trustee
contemporaneously herewith, for the equal and proportionate benefit of the
Holders of the Securities, its Guarantee set forth in Appendix A hereto.
2. Nothing contained herein shall be deemed or construed to relieve any
party to the Indenture of its obligations thereunder as in effect immediately
prior to the effectiveness of this Supplement or to impair any of such
obligations in any way and, except to the extent the Indenture is amended
hereby, the Indenture shall remain in full
force and effect and each of the parties hereto hereby confirms all the terms
and provisions of the Indenture as amended hereby.
3. This Supplement shall be governed by and construed in accordance with
the laws that govern the Indenture and its construction.
4. This Supplement may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.
[The remainder of this page was intentionally left blank]
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IN WITNESS WHEREOF, each the parties hereto has caused this
Supplement to be duly executed by its representative, thereunto duly authorized,
as of the day and year first written above.
(The Company)
BEAZER HOMES USA, INC.
By: /s/ Ian J. McCarthy
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Name: Ian J. McCarthy
Title: President and Chief Executive Officer
(The Existing Guarantors)
BEAZER HOMES HOLDINGS INC.
BDWI-SUNRIDGE, INC.
BEAZER HOMES, INC.,
on behalf of itself and as General Partner of
SUNRIDGE COUNTRY CLASSICS, L.P.
By: /s/ Ian J. McCarthy
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Name: Ian J. McCarthy
Title: President
SQUIRES HOMES, INC.
PHILLIPS BUILDERS, INC.
BEAZER/SQUIRES REALTY, INC.
BEAZER HOMES SALES ARIZONA INC.
BEAZER HOMES NEVADA INC.
BEAZER HOMES GEORGIA, INC.
BEAZER HOMES CALIFORNIA INC.
BEAZER HOMES ARIZONA INC.
BEAZER-COHN REALTY CORP.
BEAZER HOMES FLORIDA, INC.
By: /s/ Ian J. McCarthy
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Name: Ian J. McCarthy
Title: Chairman
3
(The Additional Guarantors)
PANITZ HOMES REALTY, INC.
By: /s/ Ian J. McCarthy
--------------------------
Name: Ian J. McCarthy
Title: President
BEAZER HOMES TEXAS, INC.
By: /s/ Ian J. McCarthy
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Name: Ian J. McCarthy
Title: Chairman
(The Trustee)
BANK OF AMERICA ILLINOIS, as trustee
By: /s/ K.L. Clark
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Name: K.L. Clark
Title: Trust Officer
4
Appendix A-1
GUARANTEE
For value received, the undersigned hereby, jointly and severally with the
other Guarantors under the Indenture, unconditionally guarantees to the Holder
of this Security the payments of principal of, premium, if any, and interest on
this Security in the amounts and at the time when due and interest on the
overdue principal, premium, if any, and interest, if any, of this Security, if
lawful, and the payment or performance of all other obligations of the Company
under the Indenture or the Securities, to the Holder of this Security and the
Trustee, all in accordance with and subject to the terms and limitations of this
Security, Article 11 of the Indenture and this Guarantee. This Guarantee will
become effective in accordance with Article 11 of the Indenture and its terms
shall be evidenced therein. The validity and enforceability of any Guarantee
shall not be affected by the fact that it is not affixed to any particular
Security.
The obligations of the undersigned to the Holders of Securities and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article 11 of the Indenture and reference is hereby made to the Indenture for
the precise terms of this Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.
This Guarantee is subject to release upon the terms set forth in the
Indenture.
Dated: June 13, 1995
PANITZ HOMES REALTY, INC.
By: /s/ Ian J. McCarthy
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Name: Ian J. McCarthy
Title: Chairman
Appendix A-2
GUARANTEE
For value received, the undersigned hereby, jointly and severally with the
other Guarantors under the Indenture, unconditionally guarantees to the Holder
of this Security the payments of principal of, premium, if any, and interest on
this Security in the amounts and at the time when due and interest on the
overdue principal, premium, if any, and interest, if any, of this Security, if
lawful, and the payment or performance of all other obligations of the Company
under the Indenture or the Securities, to the Holder of this Security and the
Trustee, all in accordance with and subject to the terms and limitations of this
Security, Article 11 of the Indenture and this Guarantee. This Guarantee will
become effective in accordance with Article 11 of the Indenture and its terms
shall be evidenced therein. The validity and enforceability of any Guarantee
shall not be affected by the fact that it is not affixed to any particular
Security.
The obligations of the undersigned to the Holders of Securities and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article 11 of the Indenture and reference is hereby made to the Indenture for
the precise terms of this Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.
This Guarantee is subject to release upon the terms set forth in the
Indenture.
Dated: June 13, 1995
BEAZER HOMES TEXAS, INC.
By: /s/ Ian J. McCarthy
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Name: Ian J. McCarthy
Title: Chairman