Exhibit 4.1


 




 





 


REGISTRATION RIGHTS AGREEMENT


 


Dated as of July 19, 2005


 


By and Among


 


BEAZER HOMES USA, INC.,

as Issuer,


 


the GUARANTORS named herein


 


and


 


UBS SECURITIES LLC

as Initial Purchaser


 


6-7/8% Senior Notes due 2015


 




 





 





















 


TABLE OF CONTENTS


 


	
  Section 1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.

  	
  Exchange Offer

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.

  	
  Shelf Registration

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  Liquidated Damages

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  Registration Procedures

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  Registration Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  Rules 144 and 144A

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.

  	
  Underwritten Registrations

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  No Inconsistent Agreements

  	
   

  
	
   

  	
  (b)

  	
  Adjustments Affecting Registrable Notes

  	
   

  
	
   

  	
  (c)

  	
  Amendments and Waivers

  	
   

  
	
   

  	
  (d)

  	
  Notices

  	
   

  
	
   

  	
  (e)

  	
  Guarantors

  	
   

  
	
   

  	
  (f)

  	
  Successors and Assigns

  	
   

  
	
   

  	
  (g)

  	
  Counterparts

  	
   

  
	
   

  	
  (h)

  	
  Headings

  	
   

  
	
   

  	
  (i)

  	
  Governing Law

  	
   

  
	
   

  	
  (j)

  	
  Severability

  	
   

  
	
   

  	
  (k)

  	
  Securities Held by the Company or Its Affiliates

  	
   

  
	
   

  	
  (l)

  	
  Third-Party Beneficiaries

  	
   

  
	
   

  	
  (m)

  	
  Attorneys’ Fees

  	
   

  
	
   

  	
  (n)

  	
  Entire Agreement

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATURES

  	
   

  



 


i





















 


REGISTRATION RIGHTS
AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is dated as of July 19, 2005, by and among
Beazer Homes USA, Inc., a Delaware corporation (the “Company”), and each
of the Guarantors (as defined herein) (the Company and the Guarantors are
referred to collectively herein as the “Issuers”), on the one hand, and
UBS Securities LLC (the “Initial Purchaser”), on the other hand.


 


This Agreement is entered
into in connection with the Purchase Agreement, dated as of July 14, 2005, by
and among the Issuers and the Initial Purchaser (the “Purchase Agreement”),
relating to the offering and sale of $50,000,000 aggregate principal amount of
the Company’s 6-7/8% Senior Notes due 2015 (including the guarantees thereof by
the Guarantors, the “Notes”) to the Initial Purchaser.  The execution and delivery of this Agreement
is a condition to the Initial Purchaser’s obligation to purchase the Notes
under the Purchase Agreement.


 


The parties hereby agree as
follows:


 


Section 1.                                  Definitions


 


As used in this Agreement,
the following terms shall have the following meanings:


 


“action” shall have
the meaning set forth in Section 7(c) hereof.


 


“Advice” shall have
the meaning set forth in Section 5 hereof.


 


“Agreement” shall
have the meaning set forth in the first introductory paragraph hereto.


 


“Applicable Period”
shall have the meaning set forth in Section 2(b) hereof.


 


“Board of Directors”
shall have the meaning set forth in Section 5 hereof.


 


“Business Day” shall
mean a day that is not a Legal Holiday.


 


“Commission” shall
mean the Securities and Exchange Commission.


 


“Company” shall have
the meaning set forth in the introductory paragraph hereto and shall also
include the Company’s permitted successors and assigns.


 


“day” shall mean a
calendar day.


 


“Delay Period” shall
have the meaning set forth in Section 5 hereof.


 


“Effectiveness Period”
shall have the meaning set forth in the second paragraph of Section 3(a)
hereof.


 


“Event Date” shall
have the meaning set forth in Section 4(b) hereof.


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


“Exchange Notes”
shall have the meaning set forth in Section 2(a) hereof.


 





















 


“Exchange Offer”
shall have the meaning set forth in Section 2(a) hereof.


 


“Exchange Offer
Registration Statement” shall have the meaning set forth in Section 2(a)
hereof.


 


“Guarantors” means
each of the Persons executing this Agreement on the date hereof listed on Schedule
A and each Person who executes and delivers a counterpart of this Agreement
hereafter pursuant to Section 10(e) hereof.


 


“Holder” shall mean
any holder of a Registrable Note or Registrable Notes.


 


“Indenture” shall
mean the Indenture, dated as of April 17, 2002, as amended or supplemented from
time to time in accordance with the terms thereof, by and among the Company and
U.S. Bank National Association, as trustee, and the Fifth Supplemental Indenture,
dated as of June 8, 2005, by and among the Issuers and U.S. Bank National
Association, as trustee, pursuant to which the Notes are being issued.


 


“Initial Purchaser”
shall have the meaning set forth in the first introductory paragraph hereof.


 


“Initial Shelf
Registration Statement” shall have the meaning set forth in Section 3(a)
hereof.


 


“Inspectors” shall
have the meaning set forth in Section 5(n) hereof.


 


“Issue Date” shall
mean July 19, 2005, the date of original issuance of the Notes.


 


“Issuers” shall have
the meaning set forth in the introductory paragraph hereto.


 


“Legal Holiday” shall
mean a Saturday, a Sunday or a day on which banking institutions in New York,
New York are required by law, regulation or executive order to remain closed.


 


“Liquidated Damages”
shall have the meaning set forth in Section 4(a) hereof.


 


“Losses” shall have
the meaning set forth in Section 7(a) hereof.


 


“NASD” shall have the
meaning set forth in Section 5(s) hereof.


 


“Notes” shall have
the meaning set forth in the second introductory paragraph hereto.


 


“Participant” shall
have the meaning set forth in Section 7(a) hereof.


 


“Participating
Broker-Dealer” shall have the meaning set forth in Section 2(b) hereof.


 


“Person” shall mean
an individual, corporation, partnership, joint venture association, joint stock
company, trust, unincorporated limited liability company, government or any
agency or political subdivision thereof or any other entity.


 


“Private Exchange”
shall have the meaning set forth in Section 2(b) hereof.


 


“Private Exchange Notes”
shall have the meaning set forth in Section 2(b) hereof.


 


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“Prospectus” shall
mean the prospectus included in any Registration Statement (including, without
limitation, any prospectus subject to completion and a prospectus that includes
any information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, and
all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.


 


“Purchase Agreement”
shall have the meaning set forth in the second introductory paragraph hereof.


 


“Records” shall have
the meaning set forth in Section 5(n) hereof.


 


“Registrable Notes”
shall mean each Note upon its original issuance and at all times subsequent
thereto, each Exchange Note as to which Section 2(c)(iv) hereof is applicable
upon original issuance and at all times subsequent thereto and each Private
Exchange Note upon original issuance thereof and at all times subsequent
thereto, in each case until (i) a Registration Statement (other than, with
respect to any Exchange Note as to which Section 2(c)(iv) hereof is applicable,
the Exchange Offer Registration Statement) covering such Note, Exchange Note or
Private Exchange Note has been declared effective by the Commission and such
Note, Exchange Note or such Private Exchange Note, as the case may be, has been
disposed of in accordance with such effective Registration Statement,
(ii) such Note has been exchanged pursuant to the Exchange Offer for an
Exchange Note or Exchange Notes that may be resold without restriction under
state and federal securities laws, (iii) such Note, Exchange Note or
Private Exchange Note, as the case may be, ceases to be outstanding for purposes
of the Indenture or (iv) such Note, Exchange Note or Private Exchange Note has
been sold in compliance with Rule 144 or is salable pursuant to
Rule 144(k).


 


“Registration Default”
shall have the meaning set forth in Section 4(a) hereof.


 


“Registration Statement”
shall mean any appropriate registration statement of the Issuers covering any
of the Registrable Notes filed with the Commission under the Securities Act,
and all amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.


 


“Requesting Participating
Broker-Dealer” shall have the meaning set forth in Section 2(b)
hereof.


 


“Rule 144” shall mean
Rule 144 promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule (other than Rule 144A) or regulation
hereafter adopted by the Commission providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.


 


“Rule 144A” shall
mean Rule 144A promulgated under the Securities Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the Commission.


 


“Rule 415” shall mean
Rule 415 promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the Commission.


 


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“Securities Act”
shall mean the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder.


 


“Shelf Filing Event”
shall have the meaning set forth in Section 2(c) hereof.


 


“Shelf Registration
Statement” shall have the meaning set forth in Section 3(b) hereof.


 


“Subsequent Shelf
Registration Statement” shall have the meaning set forth in Section 3(b)
hereof.


 


“TIA” shall mean the
Trust Indenture Act of 1939, as amended.


 


“Trustee” shall mean
the trustee under the Indenture and the trustee (if any) under any indenture
governing the Exchange Notes and Private Exchange Notes.


 


“underwritten
registration or underwritten offering” shall mean a registration in
which securities of the Company are sold to an underwriter for reoffering to
the public.


 


Section 2.                                  Exchange Offer


 


(a)                                  Unless the Exchange Offer would violate
applicable law or any applicable interpretation of the staff of the Commission,
the Issuers shall (i) file a Registration Statement (the “Exchange
Offer Registration Statement”) with the Commission on an appropriate registration
form with respect to a registered offer (the “Exchange Offer”) to
exchange any and all of the Registrable Notes for a like aggregate principal
amount of notes (including the guarantees with respect thereto, the “Exchange
Notes”) that are identical in all material respects to the Notes (except
that the Exchange Notes shall not contain terms with respect to transfer restrictions
or Liquidated Damages upon a Registration Default), (ii) use their commercially
reasonable efforts to cause the Exchange Offer Registration Statement to be
declared effective under the Securities Act and (iii) use their commercially
reasonable efforts to consummate the Exchange Offer within 180 days after the
Issue Date.  Upon the Exchange Offer
Registration Statement being declared effective by the Commission, the Company
will offer the Exchange Notes in exchange for surrender of the Notes.  The Company shall keep the Exchange Offer
open for not less than 20 Business Days (or longer if required by applicable
law) after the date notice of the Exchange Offer is mailed to Holders.


 


Each Holder that
participates in the Exchange Offer will be required to represent to the Company
in writing that (i) any Exchange Notes to be received by it will be acquired in
the ordinary course of its business, (ii) it has no arrangement or understanding
with any Person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Notes in violation of the provisions of the Securities
Act, (iii) it is not an affiliate (as defined in Rule 405 under the Securities
Act) of any Issuer or, if it is an affiliate, it will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable, (iv) if such Holder is not a broker-dealer, it is not
engaged in, and does not intend to engage in, a distribution of Exchange Notes
and (v) if such Holder is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Notes that were acquired as a result of
market-making or other trading activities, it will deliver a prospectus in
connection with any resale of such Exchange Notes.


 


(b)                                 The Company and the Initial Purchaser
acknowledge that the staff of the Commission has taken the position that any
broker-dealer that elects to exchange Notes that were acquired by such
broker-dealer for its own account as a result of market-making or other trading
activities for Exchange Notes in the Exchange Offer (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter”


 


4





















 


within the meaning of the Securities Act and must
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes (other than a resale of an
unsold allotment resulting from the original offering of the Notes).


 


The Company and the Initial
Purchaser also acknowledge that the staff of the Commission has taken the
position that if the Prospectus contained in the Exchange Offer Registration
Statement includes a plan of distribution containing a statement to the above
effect and the means by which Participating Broker-Dealers may resell the
Exchange Notes, without naming the Participating Broker-Dealers or specifying
the amount of Exchange Notes owned by them, such Prospectus may be delivered by
Participating Broker-Dealers to satisfy their prospectus delivery obligations
under the Securities Act in connection with resales of Exchange Notes for their
own accounts, so long as the Prospectus otherwise meets the requirements of the
Securities Act.


 


In light of the foregoing,
if requested by a Participating Broker-Dealer (a “Requesting Participating
Broker-Dealer”), the Issuers agree to use their reasonable best efforts to
keep the Exchange Offer Registration Statement continuously effective for a
period of up to 180 days after the date on which the Exchange Registration
Statement is declared effective, or such longer period if extended pursuant to
the last paragraph of Section 5 hereof (such period, the “Applicable
Period”), or such earlier date as all Requesting Participating
Broker-Dealers shall have notified the Company in writing that such Requesting
Participating Broker-Dealers have resold all Exchange Notes acquired in the
Exchange Offer.  The Company shall
include a plan of distribution in such Exchange Offer Registration Statement
that meets the requirements set forth in the preceding paragraph.


 


If, prior to consummation of
the Exchange Offer, any Holder holds any Notes acquired by it that have, or
that are reasonably likely to be determined to have, the status of an unsold
allotment in an initial distribution, or if any Holder is not entitled to
participate in the Exchange Offer, the Company upon the request of any such
Holder shall simultaneously with the delivery of the Exchange Notes in the
Exchange Offer, issue and deliver to any such Holder, in exchange (the “Private
Exchange”) for such Notes held by any such Holder, a like principal amount
of notes (the “Private Exchange Notes”) of the Company that are
identical in all material respects to the Exchange Notes.  The Private Exchange Notes shall be issued pursuant
to the same indenture as the Exchange Notes and bear the same CUSIP number as
the Exchange Notes.


 


In connection with the
Exchange Offer, the Company shall:


 


(1)                                  mail or cause to be mailed to each Holder
entitled to participate in the Exchange Offer a copy of the Prospectus forming
part of the Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents;


 


(2)                                  utilize the services of a depositary for the
Exchange Offer with an address in the Borough of Manhattan, The City of New
York;


 


(3)                                  permit Holders to withdraw tendered Notes at
any time prior to 5:00 p.m., New York time, on the last Business Day on which
the Exchange Offer shall remain open; and


 


(4)                                  otherwise comply in all material respects
with all applicable laws, rules and regulations.


 


As soon as practicable after
the close of the Exchange Offer and the Private Exchange, if any, the Company
shall:


 


5





















 


(1)                                  accept for exchange all Notes validly
tendered and not validly withdrawn pursuant to the Exchange Offer and the
Private Exchange;


 


(2)                                  deliver or cause to be delivered to the
Trustee for cancellation all Notes so accepted for exchange; and


 


(3)                                  cause the Trustee to authenticate and deliver
promptly to each Holder of Notes, Exchange Notes or Private Exchange Notes, as
the case may be, equal in principal amount to the Notes of such Holder so
accepted for exchange.


 


The Exchange Offer and the
Private Exchange shall not be subject to any conditions, other than that
(i) the Exchange Offer or Private Exchange, as the case may be, does not
violate applicable law or any applicable interpretation of the staff of the
Commission, (ii) no action or proceeding shall have been instituted or
threatened in any court or by any governmental agency which might materially impair
the ability of the Issuers to proceed with the Exchange Offer or the Private Exchange,
and no material adverse development shall have occurred in any existing action
or proceeding with respect to the Issuers and (iii) all governmental
approvals shall have been obtained, which approvals the Issuers deem necessary
for the consummation of the Exchange Offer or Private Exchange.


 


The Exchange Notes and the
Private Exchange Notes shall be issued under (i) the Indenture or (ii) an
indenture identical in all material respects to the Indenture (in either case,
with such changes as are necessary to comply with any requirements of the
Commission to effect or maintain the qualification thereof under the TIA) and
which, in either case, has been qualified under the TIA and shall provide that
the Exchange Notes shall not be subject to the transfer restrictions set forth
in the Indenture.  The Indenture or such
indenture shall provide that the Exchange Notes, the Private Exchange Notes and
the Notes shall vote and consent together on all matters as one class and that
none of the Exchange Notes, the Private Exchange Notes or the Notes will have
the right to vote or consent as a separate class on any matter.


 


(c)                                  In the event that (i) any changes in law
or the applicable interpretations of the staff of the Commission do not permit
the Issuers to effect the Exchange Offer, (ii) for any reason the Exchange
Offer is not consummated within 180 days of the Issue Date, (iii) any
Holder (other than the Initial Purchaser) is prohibited by law or the
applicable interpretations of the staff of the Commission from participating in
the Exchange Offer, (iv) in the case of any Holder that participates in the Exchange
Offer, such Holder does not receive Exchange Notes on the date of the exchange
that may be sold without restriction under state and federal securities laws
(other than due solely to the status of such holder as an affiliate of any
Issuer), (v) the Initial Purchaser so requests with respect to Notes that have,
or that are reasonably likely to be determined to have, the status of unsold
allotments in an initial distribution or (vi) any Holder of Private Exchange
Notes so requests (each such event referred to in clauses (i) through (vi) of
this sentence, a “Shelf Filing Event”), then the Issuers shall file a
Shelf Registration pursuant to Section 3 hereof.


 


Section 3.                                  Shelf Registration


 


If at any time a Shelf
Filing Event shall occur, then:


 


(a)                                  Shelf Registration.  The
Issuers shall file with the Commission a Registration Statement for an offering
to be made on a continuous basis pursuant to Rule 415 (the “Initial Shelf
Registration Statement”) covering all of the Registrable Notes.  The Issuers shall file with the Commission
the Initial Shelf Registration Statement as promptly as practicable and in any
event on or prior to 45 days after such Shelf Filing Event occurs.  The Initial Shelf Registration Statement
shall be on Form S-3 or


 


6





















 


another appropriate form
permitting registration of such Registrable Notes for resale by Holders in the
manner or manners designated by them (including, without limitation, one or
more underwritten offerings).  The
Company shall not permit any securities other than the Registrable Notes to be
included in the Initial Shelf Registration Statement or in any Subsequent Shelf
Registration Statement (as defined below).


 


The Issuers shall (x) use
their commercially reasonable efforts to cause the Initial Self Registration
Statement to be declared effective under the Securities Act on or prior to 90th
day after such Shelf Filing Event occurs (but in no event shall such effectiveness
be required prior to 180 days following the Issue Date) and (y) use their
commercially reasonable efforts to keep the Initial Shelf Registration
Statement continuously effective under the Securities Act for the period ending
on the date which is two years from the date it becomes effective (or one year
if the Initial Shelf Registration Statement is filed at the request of an
Initial Purchaser), subject to extension pursuant to the penultimate paragraph
of Section 5 hereof (the “Effectiveness Period”), or such shorter period
ending when (i) all Registrable Notes covered by the Initial Shelf
Registration Statement have been sold in the manner set forth and as contemplated
in the Initial Shelf Registration Statement or (ii) a Subsequent Shelf
Registration Statement covering all of the Registrable Notes covered by and not
sold under the Initial Shelf Registration Statement or an earlier Subsequent
Shelf Registration Statement has been declared effective under the Securities
Act; provided, however, that (i) the Effectiveness Period in
respect of the Initial Shelf Registration Statement shall be extended to the
extent required to permit dealers to comply with the applicable prospectus delivery
requirements of Rule 174 under the Securities Act and as otherwise provided
herein and (ii) the Company may suspend the effectiveness of the Initial Shelf
Registration Statement by written notice to the Holders solely as a result of
the filing of a post-effective amendment to the Initial Shelf Registration
Statement to incorporate annual audited financial information with respect to
the Company where such post-effective amendment is not yet effective and needs
to be declared effective to permit holders to use the related Prospectus.


 


(b)                                 Subsequent Shelf Registration Statements.  If
the Initial Shelf Registration Statement or any Subsequent Shelf Registration
Statement ceases to be effective for any reason at any time during the
Effectiveness Period (other than because of the sale of all of the securities
registered thereunder), the Issuers shall use their respective reasonable best
efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall as soon as practicable after such
cessation amend the Initial Shelf Registration Statement or such Subsequent
Shelf Registration Statement, as the case may be, in a manner to obtain the
withdrawal of the order suspending the effectiveness thereof, or file an
additional Registration Statement for an offering to be made on a continuing
basis pursuant to Rule 415 covering all of the Registrable Notes covered by and
not sold under the Initial Shelf Registration Statement or such earlier Subsequent
Shelf Registration Statement (each, a “Subsequent Shelf Registration
Statement”).  If a Subsequent Shelf
Registration Statement is filed, the Issuers shall use their commercially reasonable
efforts to cause the Subsequent Shelf Registration Statement to be declared
effective under the Securities Act as soon as practicable after such filing and
to keep such Subsequent Shelf Registration Statement continuously effective for
a period equal to the number of days in the Effectiveness Period less the
aggregate number of days during which the Initial Shelf Registration Statement
and any Subsequent Shelf Registration Statement was previously continuously
effective.  As used herein, the term “Shelf
Registration Statement” includes the Initial Shelf Registration Statement
and any Subsequent Shelf Registration Statement.


 


(c)                                  Supplements and Amendments.  The
Issuers agree to supplement or make amendments to the Shelf Registration
Statement as and when required by the rules, regulations or instructions
applicable to the registration form used for such Shelf Registration Statement
or by the Securities Act for a shelf registration, or if reasonably requested
by the Holders of a majority in aggregate principal


 


7





















 


amount of the Registrable
Notes covered by such Registration Statement or by any underwriter of such
Registrable Notes.


 


Section 4.                                  Liquidated Damages


 


(a)                                  The Issuers and the Initial Purchaser agree
that the Holders will suffer damages if the Issuers fail to fulfill their obligations
under Section 2 or Section 3 hereof and that it would not be feasible
to ascertain the extent of such damages with precision.  Accordingly, the Issuers agree that if:


 


(i)                                     the Exchange Offer is not consummated on or
prior to the 180th day following the Issue Date, or, if that day is not a
Business Day, then the next succeeding day that is a Business Day, or


 


(ii)                                  the Shelf Registration Statement is required
to be filed but is not filed or declared effective within the time periods set
forth herein or is declared effective but thereafter ceases to be effective or
usable prior to the expiration of the Effectiveness Period, except if the Shelf
Registration Statement ceases to be effective or usable as specifically
permitted by the penultimate paragraph of Section 5 hereof,


 


(each such event referred to
in clauses (i) through (iv), a “Registration Default”), liquidated
damages in the form of additional cash interest (“Liquidated Damages”)
will accrue on the affected Notes and the affected Exchange Notes, as
applicable.  The rate of Liquidated
Damages will be 0.25% per annum for the first 90-day period immediately
following the occurrence of a Registration Default, increasing by an additional
0.25% per annum with respect to each subsequent 90-day period up to a maximum
amount of additional interest of 1.0% per annum, from and including the date on
which any such Registration Default shall occur to, but excluding, the earlier
of (1) the date on which all Registration Defaults have been cured or (2) the
date on which all the Notes and Exchange Notes otherwise become freely
transferable by Holders other than affiliates of the Issuer without further
registration under the Securities Act.


 


Notwithstanding
the foregoing, (1) the amount of Liquidated Damages payable shall not increase
because more than one Registration Default has occurred and is pending and (2)
a Holder of Notes or Exchange Notes who is not entitled to the benefits of the
Shelf Registration Statement (i.e., such Holder has not elected to
include information) shall not be entitled to Liquidated Damages with respect
to a Registration Default that pertains to the Shelf Registration Statement.


 


(b)                                 The Company shall notify the Trustee within
one Business Day after each and every date on which an event occurs in respect
of which Liquidated Damages are required to be paid (an “Event Date”).  Any amounts of Liquidated Damages due
pursuant to this Section 4 will be payable in addition to any other
interest payable from time to time with respect to the Registrable Notes in
cash semi-annually on the Interest Payment Dates specified in the Indenture (to
the holders of record as specified in the Indenture), commencing with the first
such interest payment date occurring after any such Liquidated Damages commence
to accrue.  The amount of Liquidated
Damages will be determined in a manner consistent with the calculation of
interest under the Indenture.


 


Section 5.                                  Registration Procedures


 


In connection with the
filing of any Registration Statement pursuant to Section 2 or 3 hereof, the
Issuers shall effect such registrations to permit the sale of the securities
covered thereby in accordance with the intended method or methods of disposition
thereof, and pursuant thereto and in connection with any Registration Statement
filed by the Issuers hereunder, the Issuers shall:


 


8





















 


(a)                                  Prepare and file with the Commission the
Registration Statement or Registration Statements prescribed by Section 2 or 3
hereof, and use their commercially reasonable efforts to cause each such
Registration Statement to become effective and remain effective as provided
herein; provided, however, that, if (1) such filing is pursuant
to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period relating thereto, before
filing any Registration Statement or Prospectus or any amendments or
supplements thereto, the Company shall furnish to and afford the Holders of the
Registrable Notes covered by such Registration Statement or each such
Participating Broker-Dealer, as the case may be, their counsel and the managing
underwriters, if any, a reasonable opportunity to review copies of all such
documents (including copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed (in each case at least
five Business Days prior to such filing). 
The Company shall not file any Registration Statement or Prospectus or
any amendments or supplements thereto if the Holders of a majority in aggregate
principal amount of the Registrable Notes covered by such Registration
Statement, or any such Participating Broker-Dealer, as the case may be, their
counsel, or the managing underwriters, if any, shall reasonably object.


 


(b)                                 Prepare and file with the Commission such
amendments and post-effective amendments to each Shelf Registration Statement
or Exchange Offer Registration Statement, as the case may be, as may be
necessary to keep such Registration Statement continuously effective for the
Effectiveness Period or the Applicable Period, as the case may be; cause the related
Prospectus to be supplemented by any Prospectus supplement required by
applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) promulgated under the Securities Act; and
comply with the provisions of the Securities Act and the Exchange Act
applicable to each of them with respect to the disposition of all securities
covered by such Registration Statement as so amended or in such Prospectus as
so supplemented and with respect to the subsequent resale of any securities being
sold by a Participating Broker-Dealer covered by any such Prospectus, in each
case, in accordance with the intended methods of distribution set forth in such
Registration Statement or Prospectus, as so amended or supplemented, as the
case may be.


 


(c)                                  If (1) a Shelf Registration is filed pursuant
to Section 3 hereof, or (2) a Prospectus contained in the

Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period
relating thereto (from whom the Issuers have received written notice that it
will be a Participating Broker-Dealer in the Exchange Offer), notify the
selling Holders of Registrable Notes, or each such Participating Broker-Dealer,
as the case may be, their counsel and the managing underwriters, if any, as
promptly as possible, and, if requested by any such Person, confirm such notice
in writing, (i) when a Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to a Registration
Statement or any post-effective amendment, when the same has become effective
under the Securities Act (including in such notice a written statement that any
Holder may, upon request, obtain, at the sole expense of the Company, one conformed
copy of such Registration Statement or post-effective amendment including
financial statements and schedules, documents incorporated or deemed to be
incorporated by reference and exhibits), (ii) of the issuance by the
Commission of any stop order suspending the effectiveness of a Registration
Statement or of any order preventing or suspending the use of any preliminary
prospectus or the initiation of any proceedings for that purpose, (iii) if
at any time when a Prospectus is required by the Securities Act to be delivered
in connection with sales of the Registrable Notes or resales of Exchange Notes
by


 


9





















 


Participating
Broker-Dealers the representations and warranties of the Issuers contained in
any agreement (including any underwriting agreement) contemplated by Section
5(m) hereof cease to be true and correct in all material respects, (iv) of
the receipt by any of the Issuers of any notification with respect to the
suspension of the qualification or exemption from qualification of a
Registration Statement or any of the Registrable Notes or the Exchange Notes
for offer or sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose, (v) subject to the penultimate paragraph of
Section 5, of the happening of any event, the existence of any condition or any
information becoming known to any Issuer that makes any statement made in such
Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any changes in or amendments or supplements to
such Registration Statement, Prospectus or documents so that, in the case of
the Registration Statement, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that in the
case of the Prospectus, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and (vi) subject to the
penultimate paragraph of Section 5, of the Company’s determination that a
post-effective amendment to a Registration Statement would be appropriate.


 


(d)                                 If (1) a Shelf Registration is filed pursuant
to Section 3 hereof, or (2) a Prospectus contained in the

Exchange Offer Registration Statement filed pursuant to Section 2 hereof is
required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period,
use their reasonable best efforts to prevent the issuance of any order
suspending the effectiveness of a Registration Statement or of any order preventing
or suspending the use of a Prospectus or suspending the qualification (or
exemption from qualification) of any of the Registrable Notes or the Exchange
Notes, as the case may be, for sale in any jurisdiction, and, if any such order
is issued, to use their reasonable best efforts to obtain the withdrawal of any
such order at the earliest practicable moment.


 


(e)                                  If (1) a Shelf Registration is filed
pursuant to Section 3 or (2) a Prospectus contained in the Exchange
Offer Registration Statement filed pursuant to Section 2 hereof is required to
be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period and if requested by
the managing underwriter or underwriters (if any), the Holders of a majority in
aggregate principal amount of the Registrable Notes covered by such
Registration Statement or any Participating Broker-Dealer, as the case may be,
(i) promptly incorporate in such Registration Statement or Prospectus a
prospectus supplement or post-effective amendment such information as the
managing underwriter or underwriters (if any), such Holders or any
Participating Broker-Dealer, as the case may be (based upon advice of counsel),
determine is reasonably necessary to be included therein and (ii) make all
required filings of such prospectus supplement or such post-effective amendment
as soon as practicable after the Company has received notification of the matters
to be incorporated in such prospectus supplement or post-effective amendment; provided,
however, that the Issuers shall not be required to take any action
hereunder that would, in the opinion of counsel to the Company, violate applicable
laws.


 


(f)                                    If (1) a Shelf Registration is filed pursuant
to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, furnish to each selling
Holder of Registrable


 


10





















 


Notes
or each such Participating Broker-Dealer, as the case may be, who so requests,
their counsel and each managing underwriter, if any, at the sole expense of the
Company, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial
statements and schedules, and, if requested, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits.


 


(g)                                 If (1) a Shelf Registration is filed pursuant
to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, deliver to each selling
Holder of Registrable Notes or each such Participating Broker-Dealer, as the
case may be, their respective counsel, and the underwriters, if any, at the
sole expense of the Company, as many copies of the Prospectus or Prospectuses
(including each form of preliminary prospectus) and each amendment or
supplement thereto and any documents incorporated by reference therein as such
Persons may reasonably request; and, subject to the last paragraph of this
Section 5, the Issuers hereby consent to the use of such Prospectus and
each amendment or supplement thereto by each of the selling Holders of
Registrable Notes or each such Participating Broker-Dealer, as the case may be,
and the underwriters or agents, if any, and dealers (if any), in connection
with the offering and sale of the Registrable Notes or the sale by
Participating Broker-Dealers of the Exchange Notes.


 


(h)                                 Prior to any public offering of Registrable
Notes or Exchange Notes or any delivery of a Prospectus contained in the
Exchange Offer Registration Statement by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, use their reasonable
best efforts to register or qualify, and to cooperate with the selling Holders
of Registrable Notes or each such Participating Broker-Dealer, as the case may
be, the managing underwriter or underwriters, if any, and their respective
counsel in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Notes or Exchange
Notes, as the case may be, for offer and sale under the securities or Blue Sky
laws of such jurisdictions within the United States as any selling Holder,
Participating Broker-Dealer, or the managing underwriter or underwriters
reasonably request; provided, however, that where Exchange Notes
or Registrable Notes are offered other than through an underwritten offering,
the Company agrees to cause the Company’s counsel to perform Blue Sky
investigations and file registrations and qualifications required to be filed
pursuant to this Section 5(h); keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement is
required to be kept effective and do any and all other acts or things
reasonably necessary or advisable to enable the disposition in such jurisdictions
of such Exchange Notes or Registrable Notes covered by the applicable
Registration Statement; provided, however, that no Issuer shall
be required to (A) qualify generally to do business in any jurisdiction where
it is not then so qualified, (B) take any action that would subject it to
general service of process in any such jurisdiction where it is not then so subject
or (C) subject itself to taxation in excess of a nominal dollar amount in any
such jurisdiction where it is not then so subject.


 


(i)                                     If a Shelf Registration is filed pursuant to
Section 3 hereof, cooperate with the selling Holders of Registrable Notes
and the managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Notes to be
sold, which certificates shall not bear any restrictive legends and shall be in
a form eligible for deposit with The Depository Trust Company; and enable such
Registrable Notes to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or selling Holders may
request at least two Business Days prior to any sale of such Registrable Notes
or Exchange Notes.


 


11





















 


(j)                                     Use their reasonable best efforts to cause
the Registrable Notes or Exchange Notes covered by any Registration Statement
to be registered with or approved by such other governmental agencies or
authorities as may be reasonably necessary to enable the seller or sellers
thereof or the underwriter or underwriters, if any, to consummate the
disposition of such Registrable Notes or Exchange Notes, except as may be
required solely as a consequence of the nature of such selling Holder’s
business, in which case the Company will cooperate in all reasonable respects
with the filing of such Registration Statement and the granting of such approvals.


 


(k)                                  If (1) a Shelf Registration is filed pursuant
to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, upon the occurrence of any
event contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly as
practicable prepare and (subject to Section 5(a) and the penultimate
paragraph of this Section 5) file with the Commission, at the sole expense
of the Company, a supplement or post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated therein by reference, or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Notes being sold thereunder or to the purchasers of the Exchange Notes to whom
such Prospectus will be delivered by a Participating Broker-Dealer, any such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.


 


(l)                                     Prior to the effective date of the first
Registration Statement relating to the Registrable Notes, (i) provide the
Trustee with certificates for the Registrable Notes in a form eligible for
deposit with The Depository Trust Company and (ii) provide a CUSIP number
for the Registrable Notes.


 


(m)                               In connection with any underwritten offering
of Registrable Notes pursuant to a Shelf Registration, enter into an
underwriting agreement as is customary in underwritten offerings of debt
securities similar to the Notes and take all such other actions as are
reasonably requested by the managing underwriter or underwriters in order to
expedite or facilitate the registration or the disposition of such Registrable
Notes and, in such connection, (i) make such representations and warranties
to, and covenants with, the underwriters with respect to the business of the
Company and its subsidiaries (including any acquired business, properties or
entity, if applicable) and the Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by issuers to underwriters in
underwritten offerings of debt securities similar to the Notes, and confirm the
same in writing if and when requested; (ii) use their reasonable best
efforts to obtain the written opinions of counsel to the Company and written
updates thereof in form, scope and substance reasonably satisfactory to the
managing underwriter or underwriters, addressed to the underwriters covering
the matters customarily covered in opinions requested in underwritten offerings
and such other matters as may be reasonably requested by the managing
underwriter or underwriters; (iii) use their reasonable best efforts to
obtain “cold comfort” letters and updates thereof in form, scope and substance
reasonably satisfactory to the managing underwriter or underwriters from the
independent certified public accountants of the Company (and, if necessary, any
other independent certified public accountants of any subsidiary of the Company
or of any business acquired by the Company for which financial statements and
financial data are, or are required to be, included or incorporated by
reference in the Registration Statement), addressed to each of the
underwriters, such letters to be in customary form and covering matters of the
type customarily covered in “cold comfort”


 


12





















 


letters
in connection with underwritten offerings; and (iv) if an underwriting
agreement is entered into, the same shall contain indemnification provisions
and procedures no less favorable than those set forth in Section 7 hereof
(or such other provisions and procedures acceptable to Holders of a majority in
aggregate principal amount of Registrable Notes covered by such Registration
Statement and the managing underwriter or underwriters or agents) with respect
to all parties to be indemnified pursuant to said Section.  The above shall be done at each closing under
such underwriting agreement, or as and to the extent required thereunder.


 


(n)                                 If (1) a Shelf Registration is filed pursuant
to Section 3 hereof or (2) a Prospectus contained in the Exchange Offer
Registration Statement filed pursuant to Section 2 hereof is required to be
delivered under the Securities Act by any Participating Broker-Dealer who seeks
to sell Exchange Notes during the Applicable Period, make available for inspection
by any selling Holder of such Registrable Notes being sold or each such
Participating Broker-Dealer, as the case may be, any underwriter participating
in any such disposition of Registrable Notes, if any, and any attorney,
accountant or other agent retained by any such selling Holder or each such
Participating Broker-Dealer, as the case may be, or underwriter (collectively,
the “Inspectors”), at the offices where normally kept, during reasonable
business hours, all financial and other records, pertinent corporate documents
and instruments of the Company and its subsidiaries (collectively, the “Records”)
as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of
the Company and its subsidiaries to supply all information reasonably requested
by any such Inspector in connection with such Registration Statement and
Prospectus.  Each Inspector shall agree
in writing that it will not disclose any records that the Company determines,
in good faith, to be confidential and that it notifies the Inspectors in
writing are confidential unless (i) the disclosure of such Records is
necessary to avoid or correct a misstatement or omission in such Registration
Statement or Prospectus, (ii) the release of such Records is ordered pursuant
to a subpoena or other order from a court of competent jurisdiction,
(iii) disclosure of such information is necessary or advisable in
connection with any action, claim, suit or proceeding, directly or indirectly,
involving or potentially involving such Inspector and arising out of, based
upon, relating to, or involving this Agreement or the Purchase Agreement, or
any transactions contemplated hereby or thereby or arising hereunder or
thereunder, or (iv) the information in such Records has been made
generally available to the public; provided, however, that such
Inspectors shall take such actions as are reasonably necessary to protect the
confidentiality of such information (if practicable) to the extent such action
is otherwise not inconsistent with, an impairment of or in derogation of the
rights and interests of the Holder or any Inspector; provided, however,
further, that to the extent the foregoing inspections shall be made
contemporaneously by more than one Holder, there shall be one law firm (plus
local counsel) and one accounting firm retained by all such Holders to make
such investigation.


 


(o)                                 Provide an indenture trustee for the
Registrable Notes or the Exchange Notes, as the case may be, and cause the
Indenture or the trust indenture provided for in Section 2(b) hereof to be
qualified under the TIA not later than the effective date of the Exchange Offer
or the first Registration Statement relating to the Registrable Notes; and in
connection therewith, cooperate with the trustee under any such indenture and
the Holders of the Registrable Notes or Exchange Notes, as applicable, to
effect such changes to such indenture as may be required for such indenture to
be so qualified in accordance with the terms of the TIA; and execute, and use
their reasonable best efforts to cause such trustee to execute, all documents
as may be required to effect such changes, and all other forms and documents
required to be filed with the Commission to enable such indenture to be so
qualified in a timely manner.


 


13





















 


(p)                                 Comply with all applicable rules and
regulations of the Commission and make generally available to the Company’s
securityholders earnings statements satisfying the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than 45 days after the end of any 12-month period
(or 90 days after the end of any 12-month period if such period is a fiscal
year) (i) commencing at the end of any fiscal quarter in which Registrable
Notes or Exchange Notes are sold to underwriters in a firm commitment or best
efforts underwritten offering and (ii) if not sold to underwriters in such
an offering, commencing on the first day of the first fiscal quarter of the
Company after the effective date of a Registration Statement, which statements
shall cover said 12-month periods.


 


(q)                                 Upon the request of a Holder, upon
consummation of the Exchange Offer or a Private Exchange, use their reasonable
best efforts to obtain an opinion of counsel to the Company, in a form
customary for underwritten transactions, addressed to the Trustee for the
benefit of all Holders of Registrable Notes participating in the Exchange Offer
or the Private Exchange, as the case may be, that the Exchange Notes or Private
Exchange Notes, as the case may be, and the related indenture constitute legal,
valid and binding obligations of the Company, enforceable against the Company
in accordance with its respective terms, subject to customary exceptions and
qualifications.


 


(r)                                    If the Exchange Offer or a Private Exchange
is to be consummated, upon delivery of the Registrable Notes by Holders to the
Company (or to such other Person as directed by the Company) in exchange for
the Exchange Notes or the Private Exchange Notes, as the case may be, mark, or
cause to be marked, on such Registrable Notes that such Registrable Notes are
being canceled in exchange for the Exchange Notes or the Private Exchange
Notes, as the case may be; in no event shall such Registrable Notes be marked
as paid or otherwise satisfied.


 


(s)                                  Cooperate with each seller of Registrable
Notes covered by any Registration Statement and each underwriter, if any,
participating in the disposition of such Registrable Notes and their respective
counsel in connection with any filings required to be made with the National
Association of Securities Dealers, Inc. (the “NASD”).


 


(t)                                    Use their reasonable best efforts to take all
other steps necessary or advisable to effect the registration of the Exchange
Notes and/or Registrable Notes covered by a Registration Statement contemplated
hereby.


 


The Company may require each
seller of Registrable Notes or Exchange Notes as to which any registration is
being effected to furnish to the Company such information regarding such seller
and the distribution of such Registrable Notes or Exchange Notes as the Company
may, from time to time, reasonably request. 
The Company may exclude from such registration the Registrable Notes or
Exchange Notes of any seller so long as such seller fails to furnish such
information within a reasonable time after receiving such request and the
failure to include any such seller shall not be deemed to be a Registration
Default.  Each seller as to which any
Shelf Registration is being effected agrees to furnish promptly to the Company
all information required to be disclosed in order to make any information
previously furnished to the Company by such seller not materially misleading.


 


If any such Registration
Statement refers to any Holder by name or otherwise as the holder of any
securities of the Company, then such Holder shall have the right to require (i)
the insertion therein of language, in form and substance reasonably satisfactory
to such Holder, to the effect that the holding by such Holder of such
securities is not to be construed as a recommendation by such Holder of the
investment quality of the securities covered thereby and that such holding does
not imply that such Holder will assist in meeting any future financial
requirements of the Company, or (ii) in the event that


 


14





















 


such
reference to such Holder by name or otherwise is not required by the Securities
Act or any similar federal statute then in force, the deletion of the reference
to such Holder in any amendment or supplement to the Registration Statement
filed or prepared subsequent to the time that such reference ceases to be required.


 


Each Holder of Registrable
Notes and each Participating Broker-Dealer agrees by acquisition of such
Registrable Notes or Exchange Notes that, upon actual receipt of any notice
from the Company (x) of the happening of any event of the kind described in Section 5(c)(ii),
5(c)(iii), 5(c)(iv), or 5(c)(v) hereof, or (y) that the Board of Directors
of the Company (the “Board of Directors”) has resolved that the Company
has a bona fide business purpose for doing so,
then the Company may delay the filing or the effectiveness of the Exchange
Offer Registration Statement or the Shelf Registration Statement (if not then
filed or effective, as applicable) and shall not be required to maintain the
effectiveness thereof or amend or supplement the Exchange Offer Registration
Statement or the Shelf Registration, in all cases, for a period (a “Delay
Period”) expiring upon the earlier to occur of (i) in the case of the
immediately preceding clause (x), such Holder’s or Participating Broker-Dealer’s
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof or until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus may be resumed, and
has received copies of any amendments or supplements thereto or (ii) in
the case of the immediately preceding clause (y), the date which is the
earlier of (A) the date on which such business purpose ceases to interfere
with the Company’s obligations to file or maintain the effectiveness of any
such Registration Statement pursuant to this Agreement or (B) 60 days after the
Company notifies the Holders of such good faith determination (and it is
further agreed that during the Delay Period, the Issuers shall not be required
to provide any information pursuant to Section 5(c)(v) or 5(c)(vi) to the
extent the provision thereof would violate Regulation FD under the Exchange Act).  There shall not be more than 60 days of Delay
Periods during any 12-month period.  Each
of the Effectiveness Period and the Applicable Period, if applicable, shall be
extended by the number of days during any Delay Period.  Any Delay Period will not alter the obligations
of the Company to pay Liquidated Damages under the circumstances set forth in
Section 4 hereof.


 


In the event of any Delay
Period pursuant to clause (y) of the preceding paragraph, notice shall be given
as soon as practicable after the Board of Directors makes such a determination
of the need for a Delay Period and shall state, to the extent practicable, an
estimate of the duration of such Delay Period and shall advise the recipient
thereof of the agreement of such Holder provided in the next succeeding
sentence.  Each Holder, by his acceptance
of any Registrable Note, agrees that during any Delay Period, each Holder will
discontinue disposition of such Notes or Exchange Notes covered by such
Registration Statement or Prospectus or Exchange Notes to be sold by such
Holder or Participating Broker-Dealer, as the case may be.


 


Section 6.                                  Registration Expenses


 


All fees and expenses
incident to the performance of or compliance with this Agreement by the Issuers
shall be borne by the Issuers, whether or not the Exchange Offer Registration
Statement or the Shelf Registration is filed or becomes effective or the
Exchange Offer is consummated, including, without limitation, (i) all
registration and filing fees (including, without limitation, (A) fees with
respect to filings required to be made with the NASD in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Notes or Exchange Notes and determination of the eligibility of the
Registrable Notes or Exchange Notes for investment under the laws of such
jurisdictions (x) where the holders of Registrable Notes are located, in
the case of an Exchange Offer, or (y) as provided in Section 5(h) hereof,
in the case of a Shelf Registration or in the case of Exchange Notes to be sold
by a Participating Broker-Dealer during the Applicable


 


15





















 


Period)),
(ii) printing expenses, including, without limitation, expenses of printing
certificates for Registrable Notes or Exchange Notes in a form eligible for
deposit with The Depository Trust Company and of printing prospectuses if the
printing of prospectuses is requested by the managing underwriter or
underwriters, if any, or by the Holders of a majority in aggregate principal
amount of the Registrable Notes included in any Registration Statement or in
respect of Exchange Notes to be sold by any Participating Broker-Dealer during
the Applicable Period, as the case may be, (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel for the Company
and reasonable fees and disbursements of one special counsel for all of the
sellers of Registrable Notes pursuant to a Shelf Registration Statement (exclusive
of any counsel retained pursuant to Section 7 hereof), (v) fees and
disbursements of all independent certified public accountants referred to in
Section 5(m)(iii) hereof (including, without limitation, the expenses of any
special audit and “cold comfort” letters required by or incident to such
performance), (vi) Securities Act liability insurance, if the Company
desires such insurance, (vii) fees and expenses of all other Persons
retained by any of the Issuers, (viii) internal expenses of the Issuers
(including, without limitation, all salaries and expenses of officers and
employees of the Company performing legal or accounting duties), (ix) the
expense of any audit, (x) the fees and expenses incurred in connection
with the listing of the securities to be registered on any securities exchange,
and the obtaining of a rating of the securities, in each case, if applicable,
and (xi) the expenses relating to printing, word processing and
distributing all Registration Statements, underwriting agreements, indentures
and any other documents necessary in order to comply with this Agreement.  Notwithstanding the foregoing or anything to
the contrary, (i) each Holder shall pay all underwriting discounts and
commissions of any underwriters with respect to any Registrable Notes sold by
or on behalf of it and (ii) all Holders shall pay all fees and expenses of
counsel to the underwriters in any underwritten offering made pursuant to a
Shelf Registration.


 


Section 7.                                  Indemnification


 


(a)                                  Each Issuer, jointly and severally, agrees to
indemnify and hold harmless each Holder of Registrable Notes and each
Participating Broker-Dealer selling Exchange Notes during the Applicable
Period, each Person, if any, who controls any such Person within the meaning of
Section 15 of the Securities Act or Section 20(a) of the Exchange
Act, the agents, employees, officers and directors of each Holder and each such
Participating Broker-Dealer and the agents, employees, officers and directors
of any such controlling Person (each, a “Participant”) from and against
any and all losses, liabilities, claims, damages and expenses whatsoever
(including, but not limited to, reasonable attorneys’ fees and any and all
reasonable expenses whatsoever incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all reasonable amounts paid in settlement of any claim
or litigation) (collectively, “Losses”) to which they or any of them may
become subject under the Securities Act, the Exchange Act or otherwise insofar
as such Losses (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement (or any amendment thereto) or Prospectus (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or caused by, arising out
of or based upon any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein,
in the case of the Prospectus, in the light of the circumstances under which
they were made, not misleading, provided that (i) the foregoing indemnity
shall not be available to any Participant insofar as such Losses are caused by
any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with information relating to such
Participant furnished to the Company in writing by or on behalf of such Participant
expressly for use therein, and (ii) that the foregoing indemnity with respect
to any preliminary prospectus shall not inure to the benefit of any Participant
from whom the Person asserting such Losses purchased Registrable Notes if
(x) it is established in the related proceeding that such Participant
failed to send or give a copy of the Prospectus (as amended or supplemented if
such amendment or supplement was furnished to such Participant prior to the
written confirmation of such sale) to


 


16





















 


such Person with or prior to
the written confirmation of such sale, if required by applicable law, and
(y) the untrue statement or omission or alleged untrue statement or
omission was completely corrected in the Prospectus (as amended or supplemented
if amended or supplemented as aforesaid) and such Prospectus does not contain
any other untrue statement or omission or alleged untrue statement or omission
that was the subject matter of the related proceeding.  This indemnity agreement will be in addition
to any liability that the Issuers may otherwise have, including, but not
limited to, liability under this Agreement.


 


(b)                                 Each Participant agrees, severally and not
jointly, to indemnify and hold harmless each Issuer, each Person, if any, who
controls any Issuer within the meaning of Section 15 of the Securities Act
or Section 20(a) of the Exchange Act, and each of their respective agents,
employees, officers and directors and the agents, employees, officers and directors
of any such controlling Person from and against any Losses to which they or any
of them may become subject under the Securities Act, the Exchange Act or
otherwise insofar as such Losses (or actions in respect thereof) arise out of
or are based upon any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (or any amendment
thereto) or Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) or any preliminary prospectus,
or caused by, arising out of or based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in the case of the Prospectus, in light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that any such Loss arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information relating to
such Participant furnished in writing to the Company by or on behalf of such
Participant expressly for use therein.


 


(c)                                  Promptly after receipt by an indemnified
party under subsection 7(a) or 7(b) above of notice of the commencement of any
action, suit or proceeding (collectively, an “action”), such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the commencement of such action
(but the failure so to notify an indemnifying party shall not relieve such indemnifying
party from any liability that it may have under this Section 7 except to the
extent that it has been prejudiced in any material respect by such
failure).  In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party will be entitled to
participate in such action, and to the extent it may elect by written notice delivered
to the indemnified party promptly after receiving the aforesaid notice from
such indemnified party, to assume the defense of such action with counsel
reasonably satisfactory to such indemnified party.  Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such action, but the reasonable fees and expenses of such
counsel shall be at the expense of such indemnified party or parties unless (i)
the employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying party or parties
(or such indemnifying parties have assumed the defense of such action), and
such indemnified party or parties shall have reasonably concluded that there
may be defenses available to it or them that are different from or additional
to those available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such reasonable fees and expenses of counsel shall be borne by the indemnifying
parties.  In no event shall the
indemnifying party be liable for the fees and expenses of more than one counsel
(together with appropriate local counsel) at any time for all indemnified
parties in connection with any one action or separate but substantially similar
or related actions arising in the


 


17





















 


same jurisdiction out of the
same general allegations or circumstances. 
An indemnifying party shall not be liable for any settlement of any
claim or action effected without its written consent, which consent may not be
unreasonably withheld.  Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have
requested an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel as contemplated by paragraph (a) or (b) of this Section 7,
then the indemnifying party agrees that it shall be liable for any settlement
of any proceeding effected without its written consent if (i) such
settlement is entered into more than 60 Business Days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement and (iii) such indemnified party
shall have given the indemnifying party at least 45 days’ prior notice of its
intention to settle.  No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.


 


(d)                                 In order to provide for contribution in
circumstances in which the indemnification provided for in this Section 7 is
for any reason held to be unavailable from the indemnifying party, or is
insufficient to hold harmless a party indemnified under this Section 7, each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such aggregate Losses (i) in such
proportion as is appropriate to reflect the relative benefits received by each
indemnifying party, on the one hand, and each indemnified party, on the other
hand, from the sale of the Notes to the Initial Purchaser or the resale of the
Registrable Notes by such Holder, as applicable, or (ii) if such
allocation is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to above but
also the relative fault of each indemnified party, on the one hand, and each
indemnifying party, on the other hand, in connection with the statements or
omissions that resulted in such Losses, as well as any other relevant equitable
considerations.  The relative benefits
received by the Issuers, on the one hand, and each Participant, on the other
hand, shall be deemed to be in the same proportion as (x) the total proceeds
from the sale of the Notes to the Initial Purchaser (net of discounts and
commissions but before deducting expenses) received by the Issuers are to (y)
the total net profit received by such Participant in connection with the sale
of the Registrable Notes.  The relative
fault of the parties shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Issuers or such Participant and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission or alleged statement or omission.


 


(e)                                  The parties agree that it would not be just
and equitable if contribution pursuant to this Section 7 were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to above.  Notwithstanding the provisions of this
Section 7, (i) in no case shall any Participant be required to contribute any
amount in excess of the amount by which the total net profit received by such
Participant in connection with the sale of the Registrable Notes exceeds the
amount of any damages that such Participant has otherwise been required to pay
by reason of any untrue or alleged untrue statement or omission or alleged
omission and (ii) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.  Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action against such
party in respect of which a claim for contribution may be made against another
party or parties under this Section 7, notify such party or parties from whom
contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought
from any obligation it or they may have under this Section 7 or otherwise,
except to the extent that it has been


 


18





















 


prejudiced in any material
respect by such failure; provided, however, that no additional
notice shall be required with respect to any action for which notice has been
given under this Section 7 for purposes of indemnification.  Anything in this section to the contrary
notwithstanding, no party shall be liable for contribution with respect to any
action or claim settled without its written consent, provided, however,
that such written consent was not unreasonably withheld.


 


Section 8.                                  Rules 144 and 144A


 


The Company covenants that
it will file the reports required to be filed by it under the Securities Act
and the Exchange Act and the rules and regulations adopted by the Commission
thereunder in a timely manner in accordance with the requirements of the Securities
Act and the Exchange Act and, if at any time the Company is not required to
file such reports, it will, upon the request of any Holder or beneficial owner
of Registrable Notes, make available such information necessary to permit sales
pursuant to Rule 144A under the Securities Act. 
The Issuers further covenant that they will take such further action as
any Holder of Registrable Notes may reasonably request from time to time to
enable such Holder to sell Registrable Notes without registration under the Securities
Act within the limitation of the exemptions provided by (a) Rule 144(k) and
Rule 144A under the Securities Act, as such Rules may be amended from time to
time, or (b) any similar rule or regulation hereafter adopted by the
Commission.


 


Section 9.                                  Underwritten Registrations


 


If any of the Registrable
Notes covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will manage the offering will be selected by the Holders of a majority in
aggregate principal amount of such Registrable Notes included in such offering
and shall be reasonably acceptable to the Company.


 


No Holder of Registrable
Notes may participate in any underwritten registration hereunder if such Holder
does not (a) agree to sell such Holder’s Registrable Notes on the basis provided
in any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) complete and execute all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.


 


Section 10.                            Miscellaneous


 


(a)                                  No
Inconsistent Agreements.  The Issuers
have not, as of the date hereof, and shall not, after the date of this
Agreement, enter into any agreement with respect to any of their securities
that is inconsistent with the rights granted to the Holders of Registrable
Notes in this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder
do not conflict with and are not inconsistent with, in any material respect,
the rights granted to the holders of any of the Issuers’ other issued and outstanding
securities under any such agreements. 
The Issuers have not entered and will not enter into any agreement with
respect to any of their securities which will grant to any Person piggy-back
registration rights with respect to any Registration Statement.


 


(b)                                 Adjustments
Affecting Registrable Notes.  The
Company shall not, directly or indirectly, take any action with respect to the
Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a
registration undertaken pursuant to this Agreement.


 


(c)                                  Amendments
and Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given except pursuant to a
written agreement duly signed and delivered by (I) the Company


 


19





















 


(on behalf of
all Issuers) and (II)(A) the Holders of not less than a majority in
aggregate principal amount of the then outstanding Registrable Notes and
(B) in circumstances that would adversely affect the Participating
Broker-Dealers, the Participating Broker-Dealers holding not less than a
majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; provided, however, that Section 7 and this
Section 10(c) may not be amended, modified or supplemented except pursuant
to a written agreement duly signed and delivered by each Holder and each
Participating Broker-Dealer (including any Person who was a Holder or
Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case
may be, disposed of pursuant to any Registration Statement) affected by any
such amendment, modification, supplement or waiver.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Notes whose
securities are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect, impair, limit or compromise the rights of
other Holders of Registrable Notes may be given by Holders of at least a
majority in aggregate principal amount of the Registrable Notes being sold
pursuant to such Registration Statement.


 


(d)                                 Notices.  All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or telecopier:


 


(i)                  if to a Holder of the Registrable Notes or
any Participating Broker-Dealer, at the most current address of such Holder or
Participating Broker-Dealer, as the case may be, set forth on the records of
the registrar under the Indenture.


 


(ii)               if to the Company, at the address as follows:


 


Beazer
Homes USA, Inc.

1000 Abernathy Road, Suite 1200

Atlanta, Georgia 30328 

Telephone:  (770) 829-3700

Fax:  : (770) 481-0431

Attention:  President


 


With
a copy to:


 


Paul,
Hastings, Janofsky & Walker LLP

75 East 55th Street

New York, New York  10022

Telephone:  (212) 318-6000

Fax:  (212) 319-4090

Attention:  William F. Schwitter, Esq.


 


(iii)            if to the Initial Purchaser, at the address
as follows:


 


UBS Securities
LLC

299 Park Avenue

New York, New York 10171

Telephone:  (212) 821-3000

Fax number:  (212) 821-6890

Attention:  Syndicate Department


 


20





















 


With
a copy to:


 


Cahill
Gordon & Reindel llp

80 Pine Street

New York, New York  10005

Telephone:  (212) 701-3000

Fax:  (212) 269-5420

Attention:  Daniel J. Zubkoff, Esq.


 


All such notices and
communications shall be deemed to have been duly given:  when delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt is acknowledged by the recipient’s telecopier machine, if
telecopied; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.


 


Copies of all such notices,
demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee at the address and in the manner specified in
such Indenture.


 


(e)                                  Guarantors.  So long as any Registrable Notes remain
outstanding, the Issuers shall cause each Person that becomes a guarantor of
the Notes under the Indenture to execute and deliver a counterpart to this
Agreement which subjects such Person to the provisions of this Agreement as a
Guarantor.  Each of the Guarantors agrees
to join the Company in all of its undertakings hereunder to effect the Exchange
Offer for the Exchange Notes and the filing of any Shelf Registration Statement
required hereunder.


 


(f)                                    Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties hereto, the Holders and the Participating Broker-Dealers;
provided, however, that this Agreement shall not inure to the benefit of or be
binding upon a successor or assign of a Holder unless and to the extent such
successor or assign holds Registrable Notes.


 


(g)                                 Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(h)                                 Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(i)                                     Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


(j)                                     Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


21





















 


(k)                                  Securities
Held by the Company or Its Affiliates. 
Whenever the consent or approval of Holders of a specified percentage of
Registrable Notes is required hereunder, Registrable Notes held by the Company
or any of its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.


 


(l)                                     Third-Party
Beneficiaries.  Holders and
beneficial owners of Registrable Notes and Participating Broker-Dealers are
intended third-party beneficiaries of this Agreement, and this Agreement may be
enforced by such Persons.  No other Person
is intended to be, or shall be construed as, a third-party beneficiary of this
Agreement.


 


(m)                               Attorneys’
Fees.  As between the parties to this
Agreement, in any action or proceeding brought to enforce any provision of this
Agreement, or where any provision hereof is validly asserted as a defense, the
successful party shall be entitled to recover reasonable attorneys’ fees
actually incurred in addition to its costs and expenses and any other available
remedy.


 


(n)                                 Entire
Agreement.  This Agreement, together
with the Purchase Agreement and the Indenture, is intended by the parties as a
final and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein and therein and any
and all prior oral or written agreements, representations, or warranties,
contracts, understandings, correspondence, conversations and memoranda between
the Holders on the one hand and the Company on the other, or between or among
any agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof
and thereof are merged herein and replaced hereby.


 


22





















 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.


 


	
   

  	
  BEAZER HOMES USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James
  O’Leary

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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 CORPORATION

  
	
   

  	
  BEAZER REALTY CORP.

  
	
   

  	
  BEAZER REALTY, INC.

  
	
   

  	
  BEAZER REALTY LOS ANGELES, INC.

  
	
   

  	
  BEAZER REALTY SACRAMENTO, INC.

  
	
   

  	
  BEAZER/SQUIRES REALTY, INC.

  
	
   

  	
  HOMEBUILDERS TITLE SERVICES OF

  VIRGINIA, INC.

  
	
   

  	
  HOMEBUILDERS TITLE SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James
  O’Leary

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  
								



 


S-1





















 


	
   

  	
  BEAZER HOMES INDIANA, LLP,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BEAZER
  HOMES INVESTMENTS, LLC,

  
	
   

  	
   

  	
  its
  Managing Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BEAZER
  HOMES CORP.,

  
	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James
  O’Leary

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEAZER REALTY SERVICES, LLC

  
	
   

  	
  PARAGON TITLE, LLC

  
	
   

  	
  TRINITY HOMES LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BEAZER
  HOMES INVESTMENTS, LLC,

  
	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BEAZER
  HOMES CORP.,

  
	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James
  O’Leary

  
	
   

  	
   

  	
  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:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James
  O’Leary

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  



 


S-2





















 


	
   

  	
  BH BUILDING PRODUCTS, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BH
  PROCUREMENT SERVICES, LLC, its

  
	
   

  	
   

  	
  managing
  partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BEAZER
  HOMES TEXAS, L.P.,

  
	
   

  	
   

  	
  its
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BEAZER
  HOMES TEXAS HOLDINGS,

  INC., its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James
  O’Leary

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BH PROCUREMENT SERVICES, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BEAZER
  HOMES TEXAS, L.P.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  BEAZER
  HOMES TEXAS HOLDINGS,

  INC., its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James
  O’Leary

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEAZER TITLE AGENCY OF ARIZONA, LLC

  
	
   

  	
  BEAZER TITLE AGENCY OF NEVADA, LLC

  
	
   

  	
  BEAZER SPE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BEAZER
  HOMES HOLDINGS CORP., its

  Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James
  O’Leary

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  



 


S-3





















 


	
   

  	
  BEAZER HOMES INVESTMENTS, LLC

  
	
   

  	
  BEAZER
  COMMERCIAL HOLDINGS, LLC

  
	
   

  	
  BEAZER
  CLARKSBURG, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BEAZER
  HOMES CORP., its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James
  O’Leary

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  



 


S-4





















 


	
   

  	
  UBS
  SECURITIES LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


S-5





















 


Schedule A


 


Schedule of Guarantors


 


Beazer
General Services, Inc.

Beazer Homes Corp.


Beazer/Squires
Realty, Inc.


Beazer
Homes Sales, Inc..


Beazer
Homes Investments, LLC


Beazer
Realty Corp.


Beazer
Mortgage Corporation


Beazer
Homes Holdings Corp.


Beazer
Homes Indiana Holdings Corp.


Beazer
Homes Texas Holdings, Inc.


Beazer
Homes Texas, L.P.


Beazer
Homes Indiana, LLP


April
Corporation


Beazer
SPE, LLC


Beazer
Realty, Inc.


Beazer
Realty Services, LLC


Beazer
Realty Los Angeles, Inc.


Beazer
Realty Sacramento, Inc.


Beazer
Title Agency of Arizona, LLC


Beazer
Title Agency of Nevada, LLC


BH
Building Products, LP


BH
Procurement Services, LLC


Homebuilders
Title Services of Virginia, Inc.


Homebuilders
Title Services, Inc.


Texas
Lone Star Title, L.P.


Beazer
Allied Companies Holdings, Inc.

Paragon Title, LLC

Trinity Homes LLC


Beazer
Commercial Holdings, LLC


Beazer
Clarksburg, LLC