ex10-2.htm


    
      

    

    Exhibit
      10.2

     

    


    
      


      BEAZER
        HOMES USA, INC. AND THE SUBSIDIARY GUARANTORS SIGNATORY
        HERETO

    

     

     

    8-5/8%
      Senior Notes Due 2011

     
      
        

      

    

    
      


    

    Seventh
      Supplemental Indenture

     
      
        

      

    

     

    Dated
      as of October 26, 2007

     

    
      
        
          

        



      U.S.
        BANK NATIONAL ASSOCIATION,

    

    as
      Trustee

     
      
        

      

    

    
       

       

       

       

       

       

      
 

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    THIS
      SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 26, 2007, among BEAZER
      HOMES USA, INC., a corporation duly incorporated and
      existing under the laws of the State of Delaware (the “Company”), having its
      principal office at 1000 Abernathy Road, Suite 1200, Atlanta, Georgia 30328,
      the
      Subsidiary Guarantors signatory hereto, each having principal offices at 1000
      Abernathy Road, Suite 1200, Atlanta, Georgia 30328, and U.S. BANK NATIONAL
      ASSOCIATION, a national banking association, having an office at U.S. Bank
      Corporate Trust Center, 180 East 5th Street, Suite 200, St. Paul, Minnesota
      55101, as successor to U.S. Bank Trust National Association, as Trustee (the
      “Trustee”), under the Indenture, dated as of May 21, 2001 (the “Original
      Indenture”), which Original Indenture was executed and delivered by the Company
      and Subsidiary Guarantors party thereto to the Trustee to secure the payment
      of
      senior debt securities issued or to be issued under and in accordance with
      the
      provisions of the Original Indenture, reference to which Original Indenture
      is
      hereby made, this instrument (hereinafter called the “Seventh Supplemental
      Indenture”) being supplemental thereto;

     

    RECITALS

     

    WHEREAS,
      the Company, the Trustee and the Subsidiary Guarantors party hereto are parties
      to the Original Indenture, as amended and supplemented by the First Supplemental
      Indenture, dated May 21, 2001, (the “First Supplemental Indenture”), the Second
      Supplemental Indenture, dated as of November 6, 2001 (the “Second Supplemental
      Indenture”), the Third Supplemental Indenture, dated as of January 9, 2004 (the
“Third Supplemental Indenture”), the Fourth Supplemental Indenture, dated as of
      February 18, 2005 (the “Fourth Supplemental Indenture”), the Fifth Supplemental
      Indenture, dated as of November 9, 2005 (the “Fifth Supplement Indenture”) and
      the Sixth Supplemental Indenture, dated as of January 9, 2006 (the “Sixth
      Supplemental Indenture”) (as so amended, the “Original Indenture”, and together
      with this Seventh Supplemental Indenture, the “Indenture”) among the Company,
      the Trustee and the Subsidiary Guarantors signatory thereto, providing for
      the
      issuance by the Company from time to time of its unsecured debt securities
      to be
      issued in one or more series (in the Original Indenture and herein called the
      “Securities”);

     

    WHEREAS,
      pursuant to the First Supplemental Indenture, the Company issued $200,000,000
      aggregate principal amount of its 8-5/8% Senior Notes due 2011 (the “2011
      Notes”);

     

    WHEREAS,
      pursuant to the Second Supplemental Indenture, certain additional subsidiaries
      of the Company became Guarantors of the 2011 Notes;

     

    WHEREAS,
      pursuant to the Third Supplemental Indenture, certain additional subsidiaries
      of
      the Company became Guarantors of the 2011 Notes;

     

    WHEREAS,
      pursuant to the Fourth Supplemental Indenture, certain additional subsidiaries
      of the Company became Guarantors of the 2011 Notes;

     

    WHEREAS,
      pursuant to the Fifth Supplemental Indenture, certain additional subsidiaries
      of
      the Company became Guarantors of the 2011 Notes;

     

    WHEREAS,
      pursuant to the Sixth Supplemental Indenture, the Company corrected a defect
      identified in Section 4.04 of the First Supplemental Indenture;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      as of the date of this Seventh Supplemental Indenture, there are $180,000,000
      aggregate principal amount of 2011 Notes outstanding;

     

    WHEREAS,
      the Company has commenced a solicitation of consents (the “Solicitation”) from
      the holders of the Securities (the “Holders”) to certain amendments to the
      Original Indenture as set forth in the Consent Solicitation Statement, dated
      as
      of October 15, 2007 (the “Statement”) and the Supplemental Consent Solicitation
      Statement, dated October 23, 2007;

     

    WHEREAS,
      the amendments are consistent with the action of a majority in principal amount
      of the Holders of the Securities as of October 26, 2007, and the amendments
      are made without in any way affecting the interpretation or application of
      any
      provision of the Indenture for any reason other than the matter specifically
      addressed herein;

     

    WHEREAS,
      pursuant to the Solicitation, the Holders of at least a majority in aggregate
      principal amount of the Securities outstanding have consented to the amendments
      effected by this Seventh Supplemental Indenture in accordance with the
      provisions of Section 9.02 of the Original Indenture and Section 5.02 of the
      First Supplemental Indenture;

     

    WHEREAS,
      pursuant to Section 9.03 of the Indenture, there has been delivered to the
      Trustee on the date hereof an Opinion of Counsel certifying, among other things,
      that this Seventh Supplemental Indenture is authorized or permitted by the
      Indenture;

     

    NOW
      THEREFORE, in consideration of the foregoing and the mutual premises and
      covenants contained herein and for other good and valuable consideration, the
      parties hereto agree as follows:

     

    Section
      1.  Definitions.  Capitalized
      terms used but not defined in this Seventh Supplemental Indenture shall have
      the
      specified meanings set forth in the Original Indenture.

     

    Section
      2.  Amendments
      to the Indenture.

     

    (a)  The
      amendments set forth below will become effective upon the execution and delivery
      of this Seventh Supplemental Indenture by the Company, the Trustee and the
      Subsidiary Guarantors signatory hereto.

     

    (b)  The
      sections of the Original Indenture identified below will be amended as
      indicated.

     

    (i)       
      The
      Indenture is hereby amended by replacing clause (xi) of the definition of
“Permitted Liens” in Article Two of the First Supplemental Indenture with the
      following:

     

            “(xi)                      Liens
      securing Indebtedness of the Company and its Restricted Subsidiaries permitted
      to be Incurred hereunder; provided that the aggregate amount of
      Indebtedness secured by Liens (other than Non-Recourse Indebtedness secured
      by
      Liens) will not exceed (x) $700.0 million or (y) if the Company’s Consolidated
      Fixed Charge Coverage Ratio is at least 2.0 to 1.0 for any four consecutive
      fiscal quarters ended on or after September 30, 2007, 40 percent of Consolidated
      Tangible Assets.”

     

    
      
        
        

      

      
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            (ii)  The
      Indenture is hereby amended by adding clause (vii) to the definition of
“Permitted Investments” in Article Two of the First Supplemental Indenture as
      follows:

     

       “(vii)                     Investments
      in joint ventures or Unrestricted Subsidiaries having an aggregate fair market
      value (with the fair market value of each Investment being measured at the
      time
      made and without giving effect to subsequent changes in value), taken together
      with all other Investments made pursuant to this clause (vii) that are at the
      time outstanding, net of any amounts paid to the Company or any Restricted
      Subsidiary as a return of, or on, such Investments not to exceed $50.0
      million.”

     

    (c)  The
      Indenture is hereby amended such that, on and prior to May 15, 2008, any
      failure by the Company to file any SEC Reports by the applicable SEC filing
      deadlines or to deliver any SEC Reports to the Trustee or the Holders shall
      not
      constitute a Default or Event of Default.

     

                “SEC
      Filing
      Deadlines” means the applicable deadline under the Exchange Act (including any
      permitted extensions) on or prior to which the Company is required to file
      any
      SEC Report under the Exchange Act.

     

    “SEC
      Reports” means any reports or other information the Company would be required to
      file with the Commission under Section 13(a) or 15(d) of the Exchange Act or
      any
      report or other information required pursuant to Section 314 of the TIA or
      any
      related notices or reports.

     

    Section
      3.  Ratification
      of Indenture; Supplemental Indenture Part of Indenture.  The
      Original Indenture, as heretofore supplemented and amended by the First
      Supplemental Indenture, the Second Supplemental Indenture, the Third
      Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
      Supplemental Indenture, the Sixth Supplemental Indenture and this Seventh
      Supplemental Indenture, is in all respects ratified and confirmed, and the
      Original Indenture, the First Supplemental Indenture, the Second Supplemental
      Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture,
      the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and this
      Seventh Supplemental Indenture and all indentures supplemental thereto shall
      be
      read, taken and construed as one and the same instrument.

     

    Section
      4.  Governing
      Law.  This Seventh Supplemental Indenture shall be governed by,
      and construed in accordance with, the laws of the state of New York, but without
      giving effect to applicable principles of conflicts of law to the extent that
      the application of the laws of another jurisdiction would be required
      thereby.

     

    Section
      5.  Trustee
      Makes No Representations  The Trustee makes no representation as
      to the validity or sufficiency of this Seventh Supplemental
      Indenture.  The recitals of fact contained herein shall be taken as
      the statements solely of the Company, and the Trustee assumes no responsibility
      for the correctness thereof.

     

    
      
        
        

      

      
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    Section
      6.  Counterparts.  The
      parties may sign any number of copies of this Seventh Supplemental
      Indenture.  Each signed copy shall be an original, but all of them
      together represent the same agreement.

     

    Section
      7.  Effect
      of Headings.  The section headings herein are for convenience
      only and shall not effect the construction thereof.

     

    Section
      8.  Successors
      and Assigns.  All covenants and agreements in this Seventh
      Supplemental Indenture by the Company shall bind its successors and assigns,
      whether so expressed or not.

     

    Section
      9.  Separability
      Clause.  In case any provision in this Seventh Supplemental
      Indenture shall be invalid, illegal or unenforceable, the validity, legality
      and
      enforceability of the remaining provisions shall not in any way be affected
      or
      impaired thereby.

     

    [The
      remainder of this page is intentionally left blank]

     

    


    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental
      Indenture to be duly executed all as of the day and year first above
      written.

     

     

     

    
      	 	 	ISSUER:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	BEAZER
              HOMES USA, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By:      /s/Allan
                P. Merrill 

            
	 	 	Name:
              Allan P. Merrill	 
	 	 	Title:  
              Executive Vice President	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	SUBSIDIARY
              GUARANTORS:	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	APRIL
              CORPORATION 
	 	 	BEAZER
              ALLIED COMPANIES HOLDINGS, INC. 
	 	 	BEAZER
              GENERAL SERVICES, INC. 
	 	 	BEAZER
              HOMES CORP. 
	 	 	BEAZER
              HOMES HOLDINGS CORP. 
	 	 	BEAZER
              HOMES INDIANA HOLDINGS CORP. 
	 	 	BEAZER
              HOMES SALES, INC. 
	 	 	BEAZER
              HOMES TEXAS HOLDINGS, INC. 
	 	 	BEAZER
              MORTGAGE CORP. 
	 	 	BEAZER
              REALTY CORP. 
	 	 	BEAZER
              REALTY, INC. 
	 	 	BEAZER
              REALTY LOS ANGELES, INC. 
	 	 	BEAZER
              REALTY SACRAMENTO, INC. 
	 	 	BEAZER/SQUIRES
              REALTY, INC. 
	 	 	HOMEBUILDERS
              TITLE SERVICES, INC. 
	 	 	HOMEBUILDERS
              TITLE SERVICES OF VIRGINIA,
              INC. 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	
              
                /s/Allan
                  P.
                  Merrill

              

            
	 	 	 	
              Name:
                Allan P. Merrill

            	 
	 	 	 	
              Title:  
                Executive Vice President

            	 


    

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

     

    
      	 	 	ARDEN
              PARK VENTURES, LLC	 
	 	 	BEAZER
              CLARKSBURG, LLC	 
	 	 	BEAZER
              COMMERCIAL HOLDINGS, LLC	 
	 	 	BEAZER
              HOMES INVESTMENTS, LLC	 
	 	 	BEAZER
              HOMES MICHIGAN, LLC	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	By:	BEAZER
              HOMES CORP., its Managing Member 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	
              
                /s/Allan
                  P.
                  Merrill                                          
                    

              

            
	 	 	 	 	
              Name:
                Allan P. Merrill

            	 
	 	 	 	 	
              Title: 
                 Executive Vice President

            	 
	 	 	 	 	 	 
	 	 	
              BEAZER
                SPE, LLC

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	By:
              	BEAZER
              HOMES HOLDINGS CORP., its Member  
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	
              /s/Allan
                P.
                Merrill                                          
                  

            
	 	 	 	 	Name:
              Allan P. Merrill	 
	 	 	 	 	Title:   Executive
              Vice President	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
              BEAZER
                HOMES INDIANA, LLP  

            	 
	 	 	
              BEAZER
                REALTY SERVICES, LLC

            	 
	 	 	
              PARAGON
                TITLE, LLC

            	 
	 	 	
              TRINITY
                HOMES, LLC

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	By:
              	
              BEAZER
                HOMES INVESTMENTS, LLC its
                Managing Member or Managing Partner 

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	By:
              	BEAZER
              HOMES CORP., its Managing Member  
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	
              /s/Allan
                P.
                Merrill                                          
                 

            
	 	 	 	 	
              Name:
                Allan P. Merrill

            	 
	 	 	 	 	
              Title: 
                 Executive Vice President

            	 


    

     

     

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
       

       

      
        	 	 	
                BEAZER
                  HOMES TEXAS, L.P.

              	 
	 	 	
                TEXAS
                  LONE STAR TITLE, L.P.

              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	By:	BEAZER
                HOMES TEXAS HOLDINGS, INC., its Managing partner
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	
                
                  /s/Allan
                    P.
                    Merrill                                          
                      

                

              
	 	 	 	 	
                Name:
                  Allan P. Merrill

              	 
	 	 	 	 	
                Title: 
                   Executive Vice President

              	 
	 	 	 	 	 	 
	 	 	
                BH
                  BUILDING PRODUCTS, LP

              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	By:
                	BH
                PROCUREMENT SERVICES, LLC, its General Partner
	 	 	 	 
	 	 	
                By:

              	BEAZER
                HOMES TEXAS, L.P., its Managing
                Member
	 	 	 	 
	 	 	
                By:

              	BEAZER
                HOMES TEXAS HOLDINGS, INC., its General
                Partner
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	
                /s/Allan
                  P.
                  Merrill                                          
                    

              
	 	 	 	 	Name:
                Allan P. Merrill	 
	 	 	 	 	Title:   Executive
                Vice President	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
                BH
                  PROCUREMENT SERVICES, LLC

              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	By:
                	BEAZER
                HOMES TEXAS, L.P., its Managing Member
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	By:
                	BEAZER
                HOMES TEXAS HOLDINGS, INC., its General
                Partner
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	
                /s/Allan
                  P.
                  Merrill                                          
                   

              
	 	 	 	 	
                Name:
                  Allan P. Merrill

              	 
	 	 	 	 	
                Title: 
                   Executive Vice President

              	 


      

    

     

    
      
        
        

      

      
        
          S - 1

           

          
            [Signature
              Page - Supplemental Indenture to Indenture, dated as of May 21,
              2001]

          

        

        
          

        

      

      
        
        

      

    

    


     

    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,
                as
                Trustee

            	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/Charles
              S. Hodges	 	 	 
	 	
              Name:
                Charles S. Hodges

            	 	 	 
	 	
              Title:  Vice
                President

            	 	 	 


    

     

     

    S
      -
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      [Signature
        Page - Supplemental Indenture to Indenture, dated as of May 21,
        2001]