exv4w3






Exhibit 4.3




AVATAR HOLDINGS INC.




7.50% Senior Convertible Notes due 2016




			
	No. 1
	 	$100,000,000






CUSIP No. 053494 AG5




     Avatar Holdings Inc., a Delaware corporation (herein called the “Company,” which term includes
any successor corporation 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 One
Hundred Million Dollars ($100,000,000) or such other principal amount as shall be set forth on the
Schedule I hereto on February 15, 2016, unless earlier converted, repurchased or redeemed.



     This Note shall bear interest at the rate of 7.50% per year from February 4, 2011, or from the
most recent date to which interest had been paid or provided. Except as otherwise provided in the
Indenture, interest is payable semi-annually in arrears on each February 15 and August 15,
commencing August 15, 2011, to Holders of record at the Close of Business on the preceding February
1 and August 1, respectively. Interest payable on each Interest Payment Date shall equal the amount
of interest accrued from and including the immediately preceding Interest Payment Date (or from and
including February 4, 2011, if no interest has been paid hereon) to but excluding such Interest
Payment Date. To the extent lawful, payments of principal or interest (including Additional
Interest, if any) on the Notes that are not made when due will accrue interest at the annual rate
of 1% above the then applicable interest rate borne by the Notes from the required payment date in
accordance with the provisions of the Indenture.



     Payment of the principal and interest on, or Repurchase Price or Redemption Price of, this
Note will be made at the office or agency of the Company maintained for that purpose, which shall
initially be the Corporate Trust Office, or elsewhere as provided in the Indenture, in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that the Company shall make payments of accrued and
unpaid interest on (i) any Note in global form, in immediately available funds in accordance with
the procedures required by the Depositary; (ii) any certificated Note having a principal amount of
less than $2,000,000 by check mailed to the address of the Holder of such Note as such address
shall appear in the Security Register or (iii) any certificated Note having a principal amount of
$2,000,000 or more, by wire transfer in immediately available funds at the written request of the
Holder of such Note duly delivered in writing to the Trustee and the Paying Agent (if different
from the Trustee) at least five Business Days prior to the relevant Interest Payment Date.



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
including, without limitation, provisions giving the Holder of this Note the right to convert this
Note into Common Stock on the terms and subject to the limitations referred to on the reverse
hereof and as more fully specified in the Indenture. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.



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



     This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the Trustee or a duly authorized
authenticating agent under the Indenture.



[Remainder of page intentionally left blank]




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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by the
undersigned officer.







	 	 	 	 	 
	 	AVATAR HOLDINGS INC.
 


	 
	 	By:  	     /s/ Patricia K. Fletcher
 	 
	 	 	Name:  	Patricia K. Fletcher 	 
	 	 	Title:  	Executive Vice President 	 



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TRUSTEE’S CERTIFICATE OF AUTHENTICATION:





     This is one of the Notes of the series designated therein referred to in the within-mentioned
Indenture.



WILMINGTON TRUST FSB,

as trustee



	 	 	 	 	 
	 	 
	By: 	/s/ Joseph P. O’Donnell
 	 
	 	Authorized Officer  



Date: February 4, 2011	 
	 	 







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Reverse Side of Note




Avatar Holdings Inc.




7.50% Senior Convertible Notes due 2016





     This Note is one of a duly authorized issue of Securities of the Company, designated as its
7.50% Senior Convertible Notes due 2016 (herein called the “Notes”), issued under and pursuant to
an Indenture dated as of February 4, 2011 (herein called the “Base Indenture”), as supplemented by
the First Supplemental Indenture, dated as of February 4, 2011 (herein called the “Supplemental
Indenture” and collectively with the Base Indenture, the “Indenture”), between the Company and
Wilmington Trust FSB (herein called the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the Company, and the Holders
of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject to
certain conditions specified in the Indenture. Capitalized terms used but not defined in this Note
shall have the meanings ascribed to them in the Indenture.



     In case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of and interest (or the repurchase price, as applicable), on all Notes
may be declared, and upon said declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.



     Subject to the terms and conditions of the Indenture, the Company will make all payments and
deliveries in respect of the Covenant Breach Repurchase Price, Fundamental Change Repurchase Price,
Specified Date Repurchase Price, Redemption Price and the principal amount on the Maturity Date, as
the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in
respect of the Note. The Company will pay cash amounts in money of the United States that at the
time of payment is legal tender for payment of public and private debts.



     The Indenture contains provisions permitting the Company and the Trustee in certain
circumstances, without the consent of the Holders of the Notes, and in other circumstances, with
the consent of the Holders of not less than a majority in principal amount of the Notes at the time
Outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of
any supplemental indenture or modifying in any manner the rights of the Holders of the Notes;
provided, however, that no such supplemental indenture shall make any of the changes set forth in
Section 6.02 of the Supplemental Indenture and Section 7.02 of the Base Indenture, without the
consent of each Holder of an Outstanding Note affected thereby. It is also provided in the
Indenture that, prior to any declaration accelerating the maturity of the Notes, the Holders of a
majority in principal amount of the Notes at the time Outstanding may on behalf of the Holders of
all of the Notes waive any past default or Event of Default under the Indenture and its
consequences except as provided in the Indenture. Any such consent or waiver by the Holder of this
Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder
and upon all future Holders and owners of this Note and any Notes which may
be issued in exchange or substitution hereof, irrespective of whether or not any notation
thereof is made upon this Note or such other Notes.



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     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and accrued and unpaid interest on or the Repurchase Price or Redemption Price of, as
applicable, this Note at the place, at the respective times, at the rate and in the lawful money
herein prescribed.



     The Notes are issuable in registered form without coupons in denominations of $1,000 principal
amount and integral multiples thereof. At the office or agency of the Company referred to on the
face hereof, and in the manner and subject to the limitations provided in the Indenture, without
payment of any service charge but with payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange
of Notes (except as otherwise provided in the Base Indenture), Notes may be exchanged for a like
aggregate principal amount of Notes of other authorized denominations.



     Subject to and upon compliance with the provisions of the Indenture, the Holder may surrender
for conversion all or any portion of this Note that is in an integral multiple of $1,000. Upon
conversion, the Holder shall be entitled to receive the consideration specified in the Indenture.
No fractional share of Common Stock shall be issued upon conversion of a Note. Instead, the Company
shall pay cash in lieu of such fractional share of Common Stock as provided in the Indenture. The
initial Conversion Rate shall be 33.3333 shares of Common Stock per $1,000 principal amount of
Notes, subject to adjustment in accordance with the provisions of the Indenture. If a Holder
converts all or a part of this Note in connection with the occurrence of certain Fundamental Change
transactions, the Conversion Rate shall be increased in the manner and to the extent described in
the Indenture.



     The Company must comply with certain financial maintenance covenants as set forth in Section
4.04 of the Supplemental Indenture.



     Upon a breach by the Company of any of the financial covenants set forth in Section 4.04 of
the Supplemental Indenture, the Holder has the right, at such Holder’s option, to require the
Company to repurchase up to 50% in aggregate principal amount of such Holder’s Notes or any portion
thereof (in principal amounts of $1,000 or integral multiples thereof) in accordance with the
provisions of the Indenture on the Business Day following the Covenant Breach Repurchase Date at a
price equal to 110% of the principal amount of the Notes such holder elects to require the Company
to repurchase, together with accrued and unpaid interest (including Additional Interest, if any) to
but excluding the Covenant Breach Repurchase Date, except as otherwise provided in the Indenture.
The Company shall mail to all Holders of record of the Notes a notice of the occurrence of a breach
of a covenant and of the repurchase right arising as a result thereof on or before the
20th calendar day after such breach in accordance with the procedures set forth in the
Indenture.



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     On February 15, 2014, the Holder has the right, at such Holder’s option, to require the
Company to repurchase all of such Holder’s Notes or any portion thereof (in principal amounts of
$1,000 or integral multiples thereof) in accordance with the provisions of the Indenture on the
Business Day following the Specified Date Repurchase Date at a price equal to 100% of the principal
amount of the Notes such holder elects to require the Company to repurchase, together with accrued
and unpaid interest (including Additional Interest, if any) to but excluding the Specified Date
Repurchase Date, except as otherwise provided in the Indenture. The Company shall mail to all
Holders of record of the Notes a notice of the occurrence of the Specified Date Repurchase Date and
of the repurchase right arising as a result thereof not less than 20 Business Days prior to the
Specified Date Repurchase Date in accordance with the procedures set forth in the Indenture.



     Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s
option, to require the Company to repurchase all of such Holder’s Notes or any portion thereof (in
principal amounts of $1,000 or integral multiples thereof) in accordance with the provisions of the
Indenture on the Business Day following the Fundamental Change Repurchase Date at a price equal to
100% of the principal amount of the Notes such holder elects to require the Company to repurchase,
together with accrued and unpaid interest (including Additional Interest, if any) to but excluding
the Fundamental Change Repurchase Date, except as otherwise provided in the Indenture. The Company
shall mail to all Holders of record of the Notes a notice of the occurrence of a Fundamental Change
and of the repurchase right arising as a result thereof at any time following the Company entering
into a definitive agreement that, if consummated, would give rise to a Fundamental Change, but in
any event not later than the fifth (5th) calendar day after the occurrence of a Fundamental Change.



     The Company may, at any time on or after February 15, 2014, at its option, redeem for cash all
or any portion of the Outstanding Notes, but only if the last reported sale price of the Common
Stock of the Company for 20 or more Trading Days in a period of 30 consecutive Trading Days ending
on the Trading Day prior to the date the Company provides the Redemption Notice exceeds 130% of the
Conversion Price in effect on each such Trading Day and certain other conditions set forth in
Section 3.01 of the Supplemental Indenture are met. The Redemption Price will be payable in cash
and will equal 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid
interest (including Additional Interest, if any) to, but excluding, the Redemption Date.



     The Notes will not be entitled to the benefit of any sinking fund.



     Upon due presentment for registration of transfer of this Note at the office or agency of the
Company, which shall initially be the Corporate Trust Office, a new Note or Notes of authorized
denominations for an equal aggregate principal amount will be issued to the transferee in exchange
thereof, subject to the limitations provided in the Indenture, without charge except for any tax,
assessments or other governmental charge imposed in connection with any registration of transfer or
exchange of Notes (except as otherwise set forth in the Base Indenture).



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     The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and
any Security Registrar may deem and treat the registered 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 hereof, or on account hereof, for
the conversion hereof and for all other purposes, and neither the Company
nor the Trustee nor any other authenticating agent nor any Paying Agent nor any other
Conversion Agent nor any Security Registrar shall be affected by any notice to the contrary. All
payments made to or upon the order of such registered Holder shall, to the extent of the sum or
sums paid, satisfy and discharge liability for monies payable on this Note.



     Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (joint tenants with right of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).




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Schedule I




Avatar Holdings, Inc.




7.50% Senior Convertible Notes due 2016




No. 1




Schedule of Exchanges of Interests in the Global Note 




     The following exchanges of a part of this Global Note for an interest in another Global Note
for a Definitive Note or in connection with a Conversion, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount	 	 
	 	 	 	 	 	 	of this Global Note	 	 
	 	 	Amount of decrease in	 	Amount of increase in	 	following such	 	Signature of authorized
	Date of Exchange or	 	Principal Amount of	 	Principal Amount	 	decrease	 	officer of Trustee or
	Conversion	 	this Global Note	 	of this Global Note	 	(or increase)	 	Custodian
	 
	 	 
	 	 
	 	 
	 	 






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