KB Home, Form 8-K



 


Exhibit 4.23


[FACE OF NOTE]


KB HOME


7 3/4% Senior Subordinated Note due 2010


     THIS NOTE IS A REGISTERED GLOBAL SECURITY UNDER THE INDENTURE
DESCRIBED ON THE REVERSE HEREOF. AS SUCH, UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED
FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY.


     Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation (“DTC”), to the
Issuer or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC
(and any payment 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.



	 	 	 
	No. R-2	 	
$50,000,000

CUSIP 48666KAF6



     KB Home, a Delaware corporation (the “Issuer”, which term, as used
herein, includes its successors under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of Fifty Million
Dollars at the Issuer’s office or agency for said purpose in the Borough
of Manhattan, The City of New York, on February 1, 2010, in such coin or
currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts, and to pay
interest, semi-annually in arrears on February 1 and August 1 of each
year, commencing August 1, 2003, on said principal sum in like coin or
currency, at the rate of 7 3/4% per annum at said office or agency from
the February 1 or the August 1, as the case may be, next preceding the
date of this Note to which interest on the Notes has been paid or duly
provided for, unless the date hereof is a date to which interest on the
Notes has been paid or duly provided for, in which case from the date of
this Note, or unless no interest has been paid or duly provided for on the
Notes, in which case from January 27, 2003, until payment of said
principal sum has been made or duly provided for. Notwithstanding the
foregoing, if the date hereof is after January 15 or July 15, as the case
may be, and before the following February 1 or August 1, respectively,
this Note shall bear interest from such February 1 or August 1; provided,
that if the Issuer shall default in the payment of interest due on such
February 1 or August 1, then this Note shall bear interest from the next
preceding February 1 or August 1 to which interest on the Notes has been


1







 




paid or duly provided for or, if no interest has been paid or duly
provided for on the Notes, from January 27, 2003. The interest so payable
on any February 1 or August 1 will, except as otherwise provided in the
Indenture referred to on the reverse hereof, be paid to the Person in
whose name this Note is registered at the close of business on the January
15 or July 15 next preceding such February 1 or August 1, respectively,
whether or not such date is a Business Day; provided that, except as
otherwise provided in the Indenture referred to on the reverse hereof,
interest may be paid, at the option of the Issuer, by mailing a check
therefor payable to the Holder entitled thereto at his last address as it
appears on the Note register or by wire transfer.


     Reference is made to the further provisions set forth on the reverse
hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.


     This Note shall not be valid or obligatory until the certificate of
authentication hereon shall have been duly signed by the Trustee acting
under the Indenture.


2







 



     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed under its corporate seal.


Dated:



	 	 	 
	[SEAL]	 	
KB HOME
	 	 	 
	 	 	
 

Kelly M. Allred

Vice President and Treasurer
	 	 	 
	Attest:	 	 
	 	 	 
	 

Kimberly N. King

Corporate Secretary and Vice President,

Corporate Legal Affairs	 	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION


     This is one of the Securities referred to in the within-mentioned
Indenture.



	 	 	 	 	 
	 	 	SUNTRUST BANK, as Trustee
	 	 	 	 	 
	 	 	
By:
	 	 



Authorized Officer



3







 



[REVERSE OF NOTE]


KB HOME


7 3/4% Senior Subordinated Note due 2010


     This Note is one of a duly authorized issue of 7 3/4% Senior
Subordinated Notes due 2010 (the “Notes”) of the Issuer, issued pursuant
to an indenture dated as of November 19, 1996 (as the same may be amended
or supplemented from time to time, the “Indenture”, which term as used
herein, includes the form and terms of the Notes established by that
certain Officers’ Certificate of the Issuer dated January 27, 2003), duly
executed and delivered by the Issuer to SunTrust Bank, as successor to
SunTrust Bank, Atlanta, trustee (herein called, together with any
successor in such capacity, the “Trustee”). Reference is hereby made to
the Indenture and all indentures supplemental thereto for a description of
the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Issuer and the Holders of the Notes.


     Anything in this Note or the Indenture to the contrary
notwithstanding, if any principal of or premium, if any, or interest on
the Notes is not paid when due, then such overdue principal, premium, if
any, and interest shall, to the fullest extent permitted by law, bear
interest at the rate of 7 3/4% per annum until paid.


     The indebtedness evidenced by, and the payment of the principal of
and premium, if any, and interest on, and any other amount owing in
respect of, the Notes is, to the extent and in the manner provided in the
Indenture, expressly made subordinate and subject in right of payment to
the prior payment in full of all Senior Indebtedness (as defined in the
Indenture) of the Issuer, and each Holder of this Note, by his acceptance
hereof, agrees to and shall be bound by all the provisions of the
Indenture relating to such subordination and authorizes and directs the
Trustee to take such action on his behalf as may be necessary or
appropriate to acknowledge or effectuate the subordination of the
indebtedness evidenced by this Note as provided in the Indenture and
appoints the Trustee his attorney-in-fact for any and all such purposes.


     In case an Event of Default shall have occurred and be continuing,
the principal of and accrued interest on all the Notes may be declared due
and payable, in the manner and with the effect, and subject to the
conditions, provided in the Indenture. The Indenture provides that in
certain events such declaration and its consequences may be rescinded and
annulled by the Holders of a majority in aggregate principal amount of the
Notes then Outstanding and that, prior to any such declaration, such
Holders may waive any past default under the Indenture except a default in
the payment of principal of or premium, if any, or interest on any of the
Notes or a default in respect of another covenant or provision of the
Indenture that cannot be modified or amended without the consent of each
Holder affected and subject to certain further exceptions. Any such
waiver, rescission or annulment by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and any Note which may be issued in exchange or
substitution herefor, whether or not any notation thereof is made upon
this Note or such other Notes.


4







 



     To the extent permitted by, and as provided and subject to the
limitations in, the Indenture, the Issuer and the Trustee, with the
consent of the Holders of not less than a majority in aggregate principal
amount of the Notes then Outstanding, may execute supplemental indentures
adding any provisions to or changing in any manner or eliminating any of
the provisions of the Indenture or any supplemental indenture or modifying
in any manner the rights of the Holders.


     No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of, and premium, if
any, and interest on this Note at the place, times and rate, and in the
coin and currency, herein prescribed.


     The Notes are issuable only as Registered Securities without coupons
in denominations of $1,000 and any integral multiple of $1,000.


     At the office or agency of the Issuer referred to on the face hereof,
and in the manner and subject to the limitations provided in the
Indenture, Notes may be exchanged for a like aggregate principal amount of
Notes of other authorized denominations.


     Upon due presentation for registration of transfer of this Note at
the above-mentioned office or agency of the Issuer, a new Note or Notes of
authorized denominations, for a like aggregate principal amount, will be
issued to the transferee as provided in the Indenture.


     No service charge shall be made for any such transfer or any such
exchange of any Note, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.


     The Notes may be redeemed at the option of the Issuer, in whole or
from time to time in part, on any date on and after February 1, 2007 and
prior to maturity, upon not less than 30 nor more than 60 days’ notice
given in accordance with the provisions of the Indenture, at the
redemption prices (expressed as percentages of the principal amount
thereof) set forth below, together with accrued and unpaid interest to the
date fixed for redemption (provided that payments of interest becoming due
on or prior to a date fixed for redemption of the Notes shall be payable
to the Holders of the Notes registered as such at the close of business on
the relevant record date, subject to the terms and provisions of the
Indenture), if redeemed during the 12-month period beginning February 1 of
the years indicated below:



	 	 	 	 	 
	 	 	Redemption
	Year	 	Price
	
	 	

	2007
	 	 	103.875	%
	2008
	 	 	101.938	%
	2009 and thereafter
	 	 	100.000	%



     At any time prior to February 1, 2006, the Issuer at its option may
redeem Notes in an aggregate principal amount equal to up to 35% of the
original aggregate principal amount of the Notes (including any Additional
Notes) with the Net Cash Proceeds of one or more Equity Offerings, at any
time or from time to time, at a redemption price equal to 107.75% of the


5







 



principal amount plus accrued interest to the date fixed for redemption
(provided that payments of interest becoming due on or prior to a date
fixed for redemption of the Notes shall be payable to the Holders of the
Notes registered as such at the close of business on the relevant record
date, subject to the terms and provisions of the Indenture); provided that
Notes (including any Additional Notes) with an aggregate principal amount
equal to at least $162,500,000 remain outstanding after each such
redemption; and provided further that notice of any such redemption is
mailed within 60 days after the closing date of the applicable Equity
Offering and, in any event, not less than 30 nor more than 60 days prior
to the applicable redemption date, all in accordance with the requirements
of the Indenture.


     If less than all of the Notes are called for redemption, the Trustee
shall select, in such manner as it deems appropriate and fair, the Notes
(or portions thereof) to be redeemed.


     Subject to payment by the Issuer of a sum sufficient to pay the
amount due on redemption, interest on this Note (or portion hereof if this
Note is redeemed in part) shall cease to accrue upon the date duly fixed
for redemption of this Note (or portion hereof if this Note is redeemed in
part).


     If at any time there occurs a Change of Control with respect to the
Issuer, each Holder of Notes will have the right, at such Holder’s option,
to require the Issuer to repurchase all of such Holder’s Notes, or a
portion thereof which is a principal amount of $1,000 or any integral
multiple thereof, on the date (the “Change of Control Repurchase Date”)
that is 30 Change of Control Business Days after the date of the Change of
Control at a price equal to 101% of the principal amount thereof, plus
accrued and unpaid interest to the Change of Control Repurchase Date, all
upon the terms and subject to the conditions set forth in the Indenture.


     The Indenture includes a number of restrictive covenants affecting
the Issuer and certain of its subsidiaries. These restrictive covenants
are subject to a number of important qualifications and exceptions and
reference is made to the Indenture for a description thereof.


     The Issuer, the Trustee, and any agent of the Issuer or the Trustee,
may deem and treat the Holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of
receiving payment of, or on account of, the principal hereof and premium,
if any, hereon and, subject to the provisions in the Indenture, interest
hereon and for all other purposes, and neither the Issuer nor the Trustee
nor any agent of the Issuer or the Trustee shall be affected by any notice
to the contrary.


     No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Note or because of any indebtedness
evidenced hereby shall be had against any incorporator, as such, or
against any past, present or future shareholder, officer or director, as
such, of the Issuer or of any successor, either directly or through the
Issuer or any successor, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being expressly (to
the extent permitted by law) waived and released by the acceptance hereof
and as part of the consideration for the issue hereof.


6







 



     Certain of the Issuer’s obligations under this Note and under the
Indenture with respect to the Notes may be terminated if the Issuer
irrevocably deposits with the Trustee money or U.S. Government Obligations
sufficient to pay and discharge the entire indebtedness on all of the
Notes, all upon the terms and subject to the conditions set forth in the
Indenture.


     This Note shall be governed by and construed in accordance with the
laws of the State of New York.


     Terms (whether or not capitalized) used in this Note and not defined
herein which are defined in the Indenture shall have the respective
meanings ascribed thereto in the Indenture.


7







 



ABBREVIATIONS


     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations.


     TEN COM—as tenants in common


     TEN ENT—as tenants by the entireties


     JT TEN —as joint tenants with right of survivorship and not as tenants in common



	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT—	 	
....................

(Cust)
	 	Custodian
	 	...................

(Minor)	 




	 	 	 	 
	under Uniform Gifts to Minors Act	 	........................................

(State)	 



     Additional abbreviations may also be used though not in the above
list.


8







 



ASSIGNMENT/TRANSFER FORM


     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please Insert Social Security or Other Identifying
Number of Assignee)













the within Note and all rights thereunder, hereby irrevocably constituting
and appointing








attorney to transfer said Note on the books of the Issuer, with full
power of substitution in the premises.



	 	 	 
	Dated:	 	
 

NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within instrument in every
particular, without alteration or enlargement or any change whatever.



Signature Guaranteed:



	 	 	 
	 

The signature should be guaranteed by a commercial
bank or a member broker of either the New York
Stock Exchange, American Stock Exchange, Midwest
Stock Exchange or Pacific Coast Stock Exchange	 	
 




9