EX-4.1


 Exhibit 4.1 
  

 
 Supplemental Indenture 

DATED AS OF SEPTEMBER 30, 2016 

to 
 Indenture 

DATED AS OF SEPTEMBER 21, 2016 

AMONG 
 Beazer
Homes USA, Inc., 
 The Subsidiary Guarantors Named on Schedule I therein, 

AND 
 U.S. Bank
National Association, 
 AS TRUSTEE 

8.750% SENIOR NOTES DUE 2022 

 
  






 FIRST SUPPLEMENTAL INDENTURE, dated as of
September 30, 2016 (this “Supplemental Indenture”), by and among Beazer Homes USA, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed on the signature pages hereto (the
“Subsidiary Guarantors”) and U.S. Bank National Association, as Trustee (the “Trustee”). 
 WITNESSETH 

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have executed and delivered to the Trustee an indenture, dated
as of September 21, 2016 (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 8.750% Senior Notes due
2022 (the “Notes”); 
 WHEREAS, pursuant to and on the date of the Base Indenture, the Company initially
issued $400,000,000 aggregate principal amount of the Notes (the “Existing Notes”); 
 WHEREAS,
Section 2.01(c) of the Base Indenture provides that the Company may, from time to time and in accordance therewith, create and issue Additional Notes (as defined in the Base Indenture), with such Additional Notes to be issued as part of the
existing series of Existing Notes under the Indenture, and forming a single class for all purposes under the Indenture, including, without limitation, with respect to status, waivers, amendments, offers to purchase and redemptions; and 

WHEREAS, the Company has duly authorized the creation of an issue of $100,000,000 aggregate principal amount of Additional
Notes (the “New Notes”). 
 NOW, THEREFORE, in consideration of the promises and the purchase
and acceptance of the New Notes by the holders thereof, the Company, the Subsidiary Guarantors and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders of the New Notes as follows: 

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture.

 (2) Amount of New Notes. The aggregate principal amount of New Notes to be authenticated and delivered under this Supplemental
Indenture on September 30, 2016 is $100,000,000. 
 (3) Terms of New Notes. The New Notes are to be issued as Additional Notes
under the Indenture and shall: 
  

	 	a.	be issued as part of the existing series of Existing Notes under the Indenture, and the New Notes and the Existing Notes shall be a single class for all purposes under the Indenture, including, without limitation, with
respect to status, waivers, amendments, offers to purchase and redemptions; 

  

	 	b.	be issued on September 30, 2016 at a purchase price of 104.25% of the principal amount and will accrue interest from September 21, 2016; 


  
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	 	c.	be issuable in the form of one or more Global Notes to be held by DTC and in the form, including appropriate transfer restriction legends, provided in Exhibit A to the Base Indenture; and 


 

	 	d.	initially bear, in the case of New Notes sold under Rule 144A of the Securities Act, the CUSIP number of 07556Q BJ3 and ISIN of US07556QBJ3I, and, in the case of New Notes sold under Regulation S of the Securities Act,
the CUSIP number of U0758T AN7 and ISIN of USU0758TAN73. 

 (4) Provisions of the Indenture. The provisions of the Base
Indenture shall apply to the Additional Notes in the exact same manner as they apply to the Existing Notes. 
 (5) Agreement to
Guarantee. The Subsidiary Guarantors hereby agree to provide an unconditional Subsidiary Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article
IX thereof, and subject to the limitations therein. 
 (6) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK. 
 (7) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement. 
 (8) Effect of Headings. The headings of
the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

(9) The Trustee. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this
Supplemental Indenture. 
 (10) Ratification of Base Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended
hereby, the Base Indenture is in all respects ratified and confirmed and all terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Base Indenture for all purposes, and
every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. 
 (11) Successors. All agreements of the
Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. All agreements of each Subsidiary Guarantor in this Supplemental Indenture shall bind its
successors. 

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

					
	BEAZER HOMES USA, INC.
		
	By:	 	 /s/ Robert L. Salomon

		 	Name:	 	Robert L. Salomon
		 	Title:	 	 Executive Vice President and
 Chief Financial
Officer

	
	APRIL CORPORATION
	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 REALTY CORP.
	BEAZER REALTY, INC.
	BEAZER REALTY LOS ANGELES, INC.
	BEAZER REALTY SACRAMENTO, INC.
	BEAZER/SQUIRES REALTY, INC.
		
	By:	 	 /s/ Robert L. Salomon

		 	Name:	 	Robert L. Salomon
		 	Title:	 	Executive Vice President
	
	BEAZER MORTGAGE CORPORATION
		
	By:	 	 /s/ Robert L. Salomon

		 	Name:	 	Robert L. Salomon
		 	Title:	 	President and Chief Executive Officer



  
 [Signature Page to
Supplemental Indenture] 







 
					
	BEAZER HOMES INDIANA LLP
		
	By:	 	BEAZER HOMES INVESTMENTS, LLC,
		 	its Managing Partner
		
	By:	 	BEAZER HOMES CORP.,
		 	its Sole Member
		
	By:	 	 /s/ Robert L. Salomon

		 	Name:	 	Robert L. Salomon
		 	Title:	 	Executive Vice President
	
	ARDEN PARK VENTURES, LLC
	BEAZER CLARKSBURG, LLC
	DOVE BARRINGTON DEVELOPMENT LLC
	BEAZER HOMES INVESTMENTS, LLC
	BEAZER HOMES MICHIGAN, LLC
	ELYSIAN HEIGHTS POTOMIA, LLC
		
	By:	 	BEAZER HOMES CORP.,
		 	its Sole Member
		
	By:	 	 /s/ Robert L. Salomon

		 	Name:	 	Robert L. Salomon
		 	Title:	 	Executive Vice President
	
	BEAZER HOMES TEXAS, L.P.
		
	By:	 	BEAZER HOMES TEXAS HOLDINGS, INC.,
		 	its General Partner
		
	By:	 	 /s/ Robert L. Salomon

		 	Name:	 	Robert L. Salomon
		 	Title:	 	Executive Vice President



  
 [Signature Page to
Supplemental Indenture] 







 
					
	BEAZER REALTY SERVICES, LLC
		
	By:	 	BEAZER HOMES INVESTMENTS, LLC,
		 	its Sole Member
		
	By:	 	BEAZER HOMES CORP.,
		 	its Sole Member
		
	By:	 	 /s/ Robert L. Salomon

		 	Name:	 	Robert L. Salomon
		 	Title:	 	Executive Vice President
	
	BEAZER-INSPIRADA LLC
		
	By:	 	BEAZER HOMES HOLDINGS CORP.,
		 	its Sole Member
		
	By:	 	 /s/ Robert L. Salomon

		 	Name:	 	Robert L. Salomon
		 	Title:	 	Executive Vice President
	
	BH BUILDING PRODUCTS, LP
		
	By:	 	BH PROCUREMENT SERVICES, LLC,
		 	its General Partner
		
	By:	 	BEAZER HOMES TEXAS, L.P.,
		 	its Sole Member
		
	By:	 	BEAZER HOMES TEXAS HOLDINGS, INC.,
		 	its General Partner
		
	By:	 	 /s/ Robert L. Salomon

		 	Name:	 	Robert L. Salomon
		 	Title:	 	Executive Vice President



  
 [Signature Page to
Supplemental Indenture] 







 
					
	BH PROCUREMENT SERVICES, LLC
		
	By:	 	BEAZER HOMES TEXAS, L.P.,
		 	its Sole Member
		
	By:	 	BEAZER HOMES TEXAS HOLDINGS, INC.,
		 	its General Partner
		
	By:	 	 /s/ Robert L. Salomon

		 	Name:	 	Robert L. Salomon
		 	Title:	 	Executive Vice President
	
	CLARKSBURG ARORA LLC
		
	By:	 	BEAZER CLARKSBURG, LLC,
		 	its Sole Member
		
	By:	 	BEAZER HOMES CORP.,
		 	its Sole Member
		
	By:	 	 /s/ Robert L. Salomon

		 	Name:	 	Robert L. Salomon
		 	Title:	 	Executive Vice President



  
 [Signature Page to
Supplemental Indenture] 







 
					
	CLARKSBURG SKYLARK, LLC
		
	By:	 	CLARKSBURG ARORA LLC,
		 	its Sole Member
		
	By:	 	BEAZER CLARKSBURG, LLC,
		 	its Sole Member
		
	By:	 	BEAZER HOMES CORP.,
		 	its Sole Member
		
	By:	 	 /s/ Robert L. Salomon

		 	Name:	 	Robert L. Salomon
		 	Title:	 	Executive Vice President



  
 [Signature Page to
Supplemental Indenture] 







 
			
	 U.S. BANK NATIONAL ASSOCIATION
 as
Trustee

		
	By:	 	 /s/ William B. Echols

		 	Name: William B. Echols
		 	Title: Vice President



  
 [Signature Page to
Supplemental Indenture]