Exhibit 4.5
FOURTH SUPPLEMENTAL INDENTURE
Dated as of July 20, 1998
among
BEAZER HOMES USA, INC.,
as Issuer,
BEAZER HOMES CORP. (formerly PHILLIPS BUILDERS, INC.),
BEAZER/SQUIRES REALTY, INC.,
BEAZER HOMES SALES ARIZONA INC.,
BEAZER REALTY CORP. (formerly BEAZER-COHN REALTY CORP.),
PANITZ HOMES REALTY, INC.,
BEAZER MORTGAGE CORPORATION,
BEAZER HOMES HOLDINGS CORP.,
BEAZER HOMES TEXAS HOLDINGS, INC., and
BEAZER HOMES TEXAS, L.P.
as Guarantors, and
U.S. BANK TRUST NATIONAL ASSOCIATION
(formerly FIRST TRUST 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
FOURTH SUPPLEMENTAL INDENTURE
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of July 20,
1998 (this "Supplement"), by and among (i) Beazer Homes USA, Inc., a Delaware
corporation (the "Company"), (ii) Beazer Mortgage Corporation, a Delaware
corporation, Beazer Homes Corp. (f/k/a Phillips Builders, Inc.), a Tennessee
corporation, Beazer Homes Sales Arizona Inc., a Delaware corporation, Beazer
Realty Corp., a Georgia corporation, Beazer/Squires Realty, Inc., a North
Carolina corporation, Panitz Homes Realty, Inc., a Florida corporation, Beazer
Homes Holdings Corp., a Delaware corporation, Beazer Homes Texas Holdings, Inc.,
a Delaware corporation, and Beazer Homes Texas, L.P., a Delaware limited
partnership (collectively, the "Guarantors") and (iii) U.S. Bank Trust National
Association (formerly known as First Trust 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,
as further amended by the Second Supplemental Indenture, dated as of February 1,
1996, as further amended by the Third Supplemental Indenture, dated as of March
18, 1998, among the Company, as issuer, the 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 reduce the required combined capital and surplus that must be maintained by
the Trustee under the Indenture.
NOW, THEREFORE, THIS SUPPLEMENT WITNESSETH:
1. The parties hereto agree that Section 7.10(a) of the
Indenture shall be amended so that "$150 million" shall be deleted from the
eighth line of Section 7.10(a) and replaced with "$100 million".
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:
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Name:
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Title:
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The Guarantors: Beazer Mortgage Corporation
Beazer Homes Corp.
Beazer Homes Sales Arizona Inc.
Beazer Realty Corp.
Beazer/Squires Realty, Inc.
Panitz Homes Realty, Inc.
Beazer Homes Holdings Corp.
Beazer Homes Texas Holdings, Inc.
By:
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Name:
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Title:
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Beazer Homes Texas, L.P.
By: Beazer Homes Texas Holdings, Inc.
its general partner
By:
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Name:
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Title:
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The Trustee: U.S. Bank Trust National Association (formerly
known as First Trust National Association), as
trustee
By:
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Name:
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Title:
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