EX-4.27






Exhibit 4.27




Officers’ Certificate and Guarantors’ Officers’ Certificate

Pursuant to Sections 201 and 301 of the Indenture



Dated: July 30, 2009




          Wendy C. Shiba, Executive Vice President, General Counsel and Secretary, and Kelly Masuda,
Senior Vice President and Treasurer (together, the “Company Officers”), of KB Home, a Delaware
corporation (the “Company”), and Tony Richelieu, Secretary, and Kelly Masuda, the Vice President
and Treasurer (together, the “Guarantor Officers”), of KB HOME Phoenix Inc., an Arizona
corporation, KB HOME Coastal Inc., a California corporation, KB HOME Sacramento Inc., a California
corporation, KB HOME South Bay Inc., a California corporation, KB HOME Greater Los Angeles Inc., a
California corporation, KB HOME Colorado Inc., a Colorado corporation, KB HOME Nevada Inc., a
Nevada corporation, KB HOME Lone Star Inc., a Texas corporation, and KB HOME Florida LLC, a
Delaware limited liability company (the “Member”), as sole member of KB HOME Orlando LLC, a
Delaware limited liability company (the “LLC” and collectively, but excluding the Member, the
“Guarantors”), hereby certify as follows:



          The undersigned, having read the appropriate provisions of the Indenture dated as of January
28, 2004 (the “Original Indenture”), as amended and supplemented by the First Supplemental
Indenture dated as of January 28, 2004 (the “First Supplemental Indenture”), the Second
Supplemental Indenture dated as of June 30, 2004 (the “Second Supplemental Indenture”), the Third
Supplemental Indenture (the “Third Supplemental Indenture”) thereto dated as of May 1, 2006, the
Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) thereto dated as of November 9,
2006, and the Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”) thereto dated as of
August 17, 2007; the Original Indenture, as amended and supplemented by the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth
Supplemental Indenture and the Fifth Supplemental Indenture, is hereinafter called the
“Indenture”), each among the Company, the Guarantors and U.S. Bank National Association, as
successor to SunTrust Bank, as trustee (the “Trustee”), including Sections 103, 201, 301 and 303
thereof and the definitions in such Indenture relating thereto, and certain other corporate and
limited liability company documents and records, and having made such examination and investigation
as, in the opinion of the undersigned, each considers necessary to enable the undersigned to
express an informed opinion as to whether or not the conditions set forth in the Indenture relating
to the establishment of the terms of the Company’s 9.100% Senior Notes due 2017 (the “Notes”) and
the form of certificate evidencing the Notes have been complied with, and whether the conditions in
the Indenture relating to the authentication and delivery by the Trustee of the Notes have been
complied with, certify that



          (1) the terms of the Notes were established by resolutions duly adopted by the Board of
Directors of the Company on July 9, 2009 and by the Company Officers pursuant to authority
delegated to them by such resolutions (collectively, the “Company Resolutions”) and such terms are
as set forth in Annex I hereto, and the issuance, form and terms of the Notes were approved and the
guarantees of the Notes and all related Guaranteed Obligations (as defined in the Indenture) by the
Guarantors were approved and confirmed by resolutions duly adopted by the Board of Directors of
each Guarantor (other than the LLC) and by the Member and the Company on July 13, 2009
(collectively, the “Guarantors’ Resolutions”) and by the Guarantor Officers pursuant to authority
delegated to them by the Guarantors’ Resolutions,



          (2) the form of certificate evidencing the Notes was established and approved by the
undersigned pursuant to authority delegated to them by the Company Resolutions and the Guarantors’
Resolutions and shall be in substantially the form attached as Annex II hereto,



 









 





          (3) a true, complete and correct copy of the Company Resolutions and the Guarantors’
Resolutions, which were duly adopted by the Board of Directors of the Company and by each
Guarantor’s Board of Directors (other than the LLC) and by the Member and the Company, as the case
may be, and are in full force and effect on the date hereof, are attached as exhibits to the
Certificate of the Secretary of the Company of even date herewith, and



          (4) the form and terms of the Notes have been established pursuant to Sections 201 and 301 of
the Indenture and comply with the Indenture and, in the opinion of the undersigned, all conditions
provided for in the Indenture (including, without limitation, those set forth in Sections 103, 201,
301 and 303 of the Indenture) relating to the establishment of the terms of the Notes and the form
of certificate evidencing the Notes, and relating to the authentication and delivery of the Notes,
have been complied with.



          This certificate may be executed by the parties hereto in counterparts, each of which when so
executed shall be deemed to be an original, with the same effect as if the signatures thereto and
hereto were on the same instrument, but all such counterparts shall together constitute but one and
the same instrument.



[SIGNATURE PAGE FOLLOWS]




 









 





          IN WITNESS WHEREOF, we have hereunto set our hands as of the date first written above.



	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ WENDY
C. SHIBA 

Wendy
C. Shiba
	 	 
	 

	 	 	 	Executive Vice President, General Counsel and

Secretary of KB Home	 	 






	 	 	 	 	 
	By:

	 	/s/ KELLY
MASUDA 

Kelly
Masuda
	 	 
	 

	 	Senior Vice President and	 	 
	 

	 	Treasurer of KB Home	 	 






 









 





	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ TONY
RICHELIEU 

Tony
Richelieu

Secretary of each of the Guarantors (other than
the LLC) and of the Member (as such terms are
defined in the foregoing Officers’ Certificate)
	 	 






	 	 	 	 	 
	By:

	 	/s/ KELLY
MASUDA 

Kelly
Masuda

Vice President and Treasurer of each
of the Guarantors (other than the LLC)
and of the Member (as such terms are
defined in the foregoing Officers’
Certificate)
	 	 






 









 





ANNEX I




          Capitalized terms used in this Annex I and not otherwise defined herein have the same
definitions as in the Indenture referred to in the Officers’ Certificate and Guarantors’ Officers’
Certificate of which this Annex I constitutes a part.



          (1) The Securities of the series established hereby shall be known and designated as the
9.100% Senior Notes due 2017 and are sometimes hereinafter called the “Notes.”



          (2) The aggregate principal amount of the Notes which may be authenticated and delivered under
the Indenture is limited to $265,000,000, except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections
304, 305, 306, 905 or 1107 of the Indenture; provided, however, such series may be re-opened by the
Company for the issuance of additional Notes of such series, so long as any such additional Notes
have the same form and terms (other than date of issuance and the date from which interest thereon
shall begin to accrue), and carry the same right to receive accrued and unpaid interest, as the
Notes theretofore issued; provided, however, that, notwithstanding the foregoing, such series may
not be reopened if the Company has effected defeasance or covenant defeasance with respect to the
Notes pursuant to Section 402(2) or 402(3), respectively, of the Indenture or has effected
satisfaction and discharge with respect to the Notes pursuant to Section 401 of the Indenture; and
provided, further, that no additional Notes may be issued at a price that would cause such
additional Notes to have “original issue discount” within the meaning of Section 1273 of the
Internal Revenue Code of 1986, as amended.



          (3) The Notes are to be issuable only as Registered Securities without Coupons. The Notes
shall be initially issued in book-entry form and represented by one or more permanent global Notes
deposited with or on behalf of and registered in the name of the Depositary or its nominee (the
“Global Notes”). The initial depositary (the “Depositary”) for the Global Notes shall be The
Depository Trust Company, the depositary arrangements shall be those employed by whoever shall be
the Depositary with respect to the Global Notes from time to time, and the Trustee shall be
entitled to make endorsements on any Global Notes to reflect any increases or decreases in the
principal amount thereof. Notwithstanding the foregoing, certificated Notes in definitive form
(“Certificated Notes”) may be issued in exchange for Global Notes under the circumstances
contemplated by the seventh paragraph of Section 305 of the Original Indenture.



          (4) The Notes shall be sold to the Underwriter at a price of 96.639% of the principal amount
thereof.



          (5) The Stated Maturity of the Notes on which the principal thereof is due and payable shall
be September 15, 2017.



          (6) The principal of the Notes shall bear interest at the rate of 9.100% per annum from July
30, 2009 or from the most recent date to which interest has been paid or duly provided for, payable
semiannually in arrears on March 15 and September 15 (each, an “Interest Payment Date”) of each
year, commencing March 15, 2010, to the Persons in whose names such Notes (or one or more
Predecessor Securities) are registered at the close of business on the March 1 or September 1,
respectively, immediately prior to such Interest Payment Dates (each, a “Regular Record Date”)
regardless of whether such Regular Record Date is a Business Day. Interest on the Notes will be
computed on the basis of a 360-day year consisting of twelve 30-day months. No Additional Amounts
shall be payable on the Notes.



          (7) The Notes are redeemable, as a whole at any time or from time to time in part, at



 









 







the option of the Company on the terms and subject to the conditions set forth in the
Indenture and in the form of Note which appears as Annex II to the Officers’ Certificate and
Guarantors’ Officers’ Certificate of which this Annex I constitutes a part.



          (8) The Notes shall not be repayable or redeemable at the option of the Holders prior to the
Stated Maturity of the principal thereof (except in the event of a Change of Control Triggering
Event as specified in the form of Note which appears as Annex II to the Officers’ Certificate and
Guarantors’ Officers’ Certificate of which this Annex I constitutes a part and as provided in
Article Five of the Indenture) and shall not be subject to a sinking fund or analogous provision.



          (9) The Borough of Manhattan, The City of New York is hereby designated as a Place of Payment
for the Notes.



          (10) The Company hereby appoints the Trustee, acting through the office of the Trustee located
at U.S. Bank National Association 100 Wall Street, 16th Floor, New York, NY 10005, Attn: Corporate
Trust Services, in the Borough of Manhattan, The City of New York, as the Company’s Office or
Agency for the purposes specified in Section 1002 of the Indenture; provided, however, subject to
Section 1002 of the Indenture, the Company may at any time remove the Trustee as its Office or
Agency in the Borough of Manhattan, The City of New York designated for such purposes and may from
time to time designate one or more other Offices or Agencies for such purposes and may from time to
time rescind such designation, so long as the Company shall at all times maintain an Office or
Agency for such purposes in the Borough of Manhattan, The City of New York.



          (11) The Notes shall be issued in denominations of $1,000 and integral multiples of $1,000 in
excess thereof.



          (12) The principal of, premium, if any, and interest on the Notes shall be payable in Dollars.



          (13) Sections 402(2) and 402(3) of the Indenture shall apply to the Notes; provided that (i)
the Company may effect defeasance and covenant defeasance pursuant to Sections 402(2) and 402(3),
respectively, only with respect to all (and not less than all) of the Outstanding Notes, and (ii)
the only covenants that shall be subject to covenant defeasance shall be those expressly referred
to in Section 402(3) of the Indenture.



          (14) The Notes shall not be convertible into or exchangeable for other securities.



          (15) Anything in the Indenture or the Notes to the contrary notwithstanding, payments of the
principal of and premium, if any, and interest on the Global Notes shall be made by wire transfer.



          (16) To the extent that any provision of the Indenture or the Notes provides for the payment
of interest on overdue principal of, or premium, if any, or interest on, the Notes, then, to the
extent permitted by law, interest on such overdue principal, premium, if any, and interest shall
accrue at the rate of interest borne by the Notes.



          (17) The Notes shall have such other terms and provisions as are set forth in the form of Note
attached as Annex II to the Officers’ Certificate and Guarantors’ Officers’ Certificate of which
this Annex I constitutes a part, all of which terms and provisions are incorporated by reference in
and made a part of this Annex I as if set forth in full herein.



          (18) As used in the Indenture with respect to the Notes and in the certificates



 









 







evidencing the Notes, all references to “premium” on the Notes shall mean any amounts (other
than accrued interest) payable upon the redemption of any Notes in excess of 100% of the principal
amount of such Notes.



          (19) The Notes shall have the benefit of the Guarantees and the Guarantors hereby confirm that
the principal of and premium, if any, and interest on the Notes and all related Guaranteed
Obligations shall be guaranteed pursuant to the Guarantees and otherwise in accordance with and
subject to the limitations set forth in Article Sixteen of the Indenture.



 









 





ANNEX II




Form of Certificate Evidencing the Notes




[See Exhibit 4.26 to this Current Report on Form 8-K]