Exhibit 4.12
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SECOND SUPPLEMENTAL INDENTURE
Dated as of February 1, 1996
among
BEAZER HOMES USA, INC.,
as Issuer,
BEAZER HOMES HOLDINGS INC.,
BEAZER HOMES, INC.,
SQUIRES HOMES, INC.,
BEAZER HOMES CORP. (formerly 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.,
BEAZER HOMES TEXAS, INC., and
BEAZER MORTGAGE CORPORATION,
as Guarantors, and
FIRST BANK NATIONAL ASSOCIATION,
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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SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of February 1, 1996 (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,
BEAZER HOMES CORP. (FORMERLY 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, SUNRIDGE COUNTRY CLASSICS, L.P., a California limited partnership,
PANITZ HOMES REALTY, INC., a Florida corporation, and BEAZER HOMES TEXAS, INC.,
a Texas corporation (collectively, the "Existing Guarantors"), BEAZER MORTGAGE
CORPORATION, a Delaware corporation (the "Additional Guarantor"), and FIRST BANK
NATIONAL ASSOCIATION, 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, as amended by the First Supplemental
Indenture, dated as of June 13, 1995, 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 Guarantor as Guarantor 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 Guarantor as Guarantor under the Indenture and the Additional
Guarantor agrees to be subject to the provisions of the Indenture as Guarantor.
The 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.
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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.
BEAZER HOMES CORP. (formerly
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.
(cont.)
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PANITZ HOMES REALTY, INC.
BEAZER HOMES TEXAS, INC.
By: /s/ Ian J. McCarthy
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Name: Ian J. McCarthy
Title: Chairman
(The Additional Guarantor)
BEAZER MORTGAGE CORPORATION
By: /s/ Ian J. McCarthy
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Name: Ian J. McCarthy
Title: Chairman and President
(The Trustee)
FIRST BANK NATIONAL ASSOCIATION, as
trustee
By: /s/ Maria Fowler
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Name: Maria Fowler
Title: Trust Officer
4
Appendix A
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: February 1, 1996
BEAZER MORTGAGE CORPORATION
By: /s/ Ian J. McCarthy
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Name: Ian J. McCarthy
Title: Chairman