exv10w1






Exhibit 10.1




FOURTH AMENDMENT




     FOURTH AMENDMENT, dated as of August 4, 2009 (this “Fourth Amendment”), to the Credit
Agreement, dated as of July 25, 2007 (as heretofore amended, supplemented or otherwise modified,
the “Credit Agreement”), among Beazer Homes USA, Inc., a Delaware corporation (the
“Borrower”), the several lenders from time to time parties thereto (the “Lenders”)
and Wachovia Bank, National Association, as agent (in such capacity, the “Agent”) for the
Lenders and the Issuers (as hereinafter defined).



W I T N E S S E T H:




     WHEREAS, the Borrower, the Lenders and the Agent are parties to the Credit Agreement;



     WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement, and the
Required Lenders are agreeable to such request but only upon the terms and subject to the
conditions set forth herein;



     NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein,
and for other valuable consideration the receipt of which is hereby acknowledged, the Borrower, the
Required Lenders, and the Agent agree as follows:



     SECTION 1 DEFINITIONS. Unless otherwise defined herein, capitalized terms are used herein as
defined in the Credit Agreement.



     SECTION 2 AMENDMENTS.



          2.1. Removal of Facility Letters of Credit.




          (a) Notwithstanding anything to the contrary contained in the Credit Agreement, as of the
Fourth Amendment Effective Date (as defined below), (i) each Facility Letter of Credit issued prior
to the date hereof shall henceforth no longer be deemed to be a Facility Letter of Credit under the
terms of the Credit Agreement, (ii) all participations of the Lenders in all such Facility Letter
of Credit shall be terminated and of no further force and effect, and (iii)(A) each Facility Letter
of Credit issued prior to the date hereof by JPMorgan Chase Bank, N.A. shall be deemed issued under
an agreement dated on or about the date hereof between JPMorgan Chase Bank, N.A. and the Borrower
with respect to such Facility Letters of Credit, (B) each Facility Letter of Credit issued prior to
the date hereof by Regions Financial Corporation shall be deemed issued under that certain Letter
of Credit Agreement dated on or about the date hereof between the Borrower and Regions Financial
Corporation, and (C) each Facility Letter of Credit issued prior to the date hereof by Wachovia
Bank, National Association (“Wachovia”) shall be deemed issued under that certain
Continuing Letter of Credit Agreement dated on or about the date hereof between the Borrower and
Wachovia.




 









 








          (b) The Borrower represents and warrants to the Lenders, Issuers and other parties to the
Credit Agreement that the Borrower has entered into agreements with each of JPMorgan Chase Bank,
N.A., Wachovia and Regions Financial Corporation (collectively, the “Resigning Issuers”)
whereby the Facility Letters of Credit (i) will remain outstanding on and after the Fourth
Amendment Effective Date subject to bi-lateral reimbursement arrangements between the Borrower and
each such Resigning Issuer and (ii) will cease to remain outstanding under the Credit Agreement.




          (c) In connection with the bi-lateral arrangements with each of the Resigning Issuers, the
Borrower may grant security interests to each of the Resigning Issuers in cash collateral and
deposit accounts to secure the Borrower’s obligations under the bi-lateral arrangements. The Agent
and the Lenders hereby release such cash collateral and deposit accounts from the security interest
of the Collateral Agreement, and such cash collateral and deposit accounts shall no longer secure
the Loans, Notes, and obligations under the Credit Agreement but may secure the obligations of the
Borrower under the bi-lateral arrangements with the Resigning Issuers.




          2.2. Designation of Issuers.




          (a) Notwithstanding anything to the contrary contained in the Credit Agreement, (i) the
Resigning Issuers hereby resign as Issuers under the Credit Agreement effective as of the Fourth
Amendment Effective Date, and (ii) Citibank, N.A. (“Citibank”)is designated as an Issuer
under the Credit Agreement, effective as of the Fourth Amendment Effective Date.




          (b) As of the Fourth Amendment Effective Date, each of the Resigning Issuers (i) confirms that
the obligations of the Borrower to such Resigning Issuer in respect of Facility Letters of Credit
will remain outstanding under bi-lateral arrangements between such Resigning Issuer and the
Borrower and will cease to be outstanding under the Credit Agreement, (ii) releases and discharges
the Lenders, the other Issuers and the other parties to the Credit Agreement (other than the
Borrower) from further obligations to such Resigning Issuer in respect of Facility Letters of
Credit, (iii) agrees that its rights as against and duties and obligations of such other parties in
respect of Facility Letters of Credit are permanently cancelled and terminated, and (iv) shall no
longer have any duties or obligations as an Issuer under the Credit Agreement and all such duties
and obligations of the Resigning Issuers are permanently cancelled and terminated.




          2.3. Partial Termination of Aggregate Commitments. As of the Fourth Amendment
Effective Date, (i) the Commitment of each Lender other than Citibank, N.A. shall be reduced to
zero Dollars ($0.00), and (ii) the Commitment of Citibank, N.A. shall be reduced to Twenty-Two
Million and No/100 Dollars ($22,000,000.00).




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          2.4. Termination of Lenders.




          (a) As of the Fourth Amendment Effective Date, all Lenders other than Citibank, N.A. shall be
terminated as Lenders (the “Terminating Lenders”) under the Credit Agreement and, except as set
forth in Section 2.5 below, all obligations of the Terminating Lenders under the Credit Agreement
shall be terminated.




          (b) Promptly following the Fourth Amendment Effective Date, each Terminating Lender shall use
its best efforts to deliver its original Note to the Borrower for cancellation or, if a Terminating
Lender cannot locate its original Note, a lost note affidavit and indemnity agreement substantially
in the form adopted by The Loan Syndications and Trading Association, Inc.




          2.5. Survival of Certain Provisions. Notwithstanding anything to the contrary
contained herein, (i) with respect to the Resigning Issuers and the Terminating Lenders, the
obligations of the Borrower under Sections 2.05(c), 2.14, 2.15, 2.17, 10.04 and 10.06 of the Credit
Agreement shall survive effectiveness of this Amendment and the transactions contemplated hereby,
and (ii) with respect to all Lenders the obligations of the Lenders under Section 9.05 of the
Credit Agreement with respect to acts or omissions of the Agent prior to the Fourth Amendment
Effective Date shall survive effectiveness of this Amendment and the transactions contemplated
hereby.




          2.6. Termination of Cash Collateral Agreement. As of the Fourth Amendment Effective
Date, the Cash Collateral Agreement and the Agent’s rights as secured party thereunder shall be
terminated, the Cash Collateral Agreement shall no longer be a Security Document or Loan Document
and the Accounts described in the Cash Collateral Agreement and any assets therein shall be
released and no longer secure the Loans, Notes, and obligations under the Credit Agreement. Agent
or any successor thereof may notify Evergreen Service Company, LLC that the Cash Collateral
Agreement is terminated, and this Fourth Amendment shall constitute notice to the Borrower of the
termination of the Cash Collateral Agreement.




     SECTION 3 CONDITIONS PRECEDENT.



          3.1. Effective Date. This Fourth Amendment shall become effective as of the date (the
“Fourth Amendment Effective Date”) on which all of the following conditions have been
satisfied or waived:




          (a) The Agent shall have received:





     (1) this Fourth Amendment, executed and delivered by a duly authorized officer
of the Borrower, the Required Lenders, the Issuers and the Agent;




     (2) an Acknowledgment and Consent, in the form set forth as Exhibit A
hereto, executed and delivered by a duly authorized 

officer of



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each Guarantor (such Acknowledgment and Consent, together with this Fourth
Amendment, the “Amendment Documents”);




     (3) execution and delivery of the Successor Agency and Amendment Agreement
(the “Agency Agreement”) dated as of the date hereof, by and among
Wachovia, Citicorp North America, Inc., Citibank, the Borrower and the Guarantors;




     (4) payment from the Borrower of all fees and expenses related to this Fourth
Amendment and the Agency Agreement to be paid by Borrower; and




     (5) payment from the Borrower of all accrued fees (including (A) commitment
fees on the average daily unused portion of each Lender’s Commitment pursuant to
Section 2.9(b) of the Credit Agreement and (B) Facility Letter of Credit Fees) and
expenses and other Obligations due and owing to any of the Lenders and to the Agent
in accordance with the Credit Agreement.



              (b) Each of the Resigning Issuers shall have received their applicable documents executed and
delivered by the Borrower as set forth in clauses (i), (ii) and (iii) of Section 2.1.




               (c) After giving effect to this Fourth Amendment, there shall be no Default or Event of
Default.




     SECTION  4 GENERAL.



               4.1. Representations and Warranties.




               (a) In order to induce the Agent, the Issuers and the Lenders to enter into this Fourth
Amendment, the Borrower hereby represents and warrants to the Agents, the Issuers and the Lenders
that (i) each of the Borrower and the Guarantors has all necessary corporate power and authority to
execute and deliver the Amendment Documents, (ii) the execution and delivery by each such party of
the Amendment Documents have been duly authorized by all necessary corporate action on its part,
and (iii) the Amendment Documents have been duly executed and delivered by each such party and
constitute each such party’s legal, valid and binding obligation, enforceable in accordance with
its terms.




               (b) In order to induce the Agent, the Issuers and the Lenders to enter into this Fourth
Amendment, the Borrower hereby represents and warrants to the Agent, the Issuers and the Lenders
that after giving effect to this Fourth Amendment, there shall not exist or be continuing any
Default or Event of Default.




               4.2. Waiver of Claims. The Borrower acknowledges that the Agent and Lenders have
acted in good faith and have conducted themselves in a commercially




- 4 -









 







reasonable manner in their relationships with the Loan Parties in connection with this Fourth
Amendment and in connection with the Credit Agreement and the other Loan Documents, the Borrower
hereby waiving and releasing any claims to the contrary. The Borrower, on its own behalf and on
behalf of each of its Affiliates, irrevocably releases and discharges the Agent and each Lender,
all Affiliates of the Agent and each Lender, all officers, directors, employees, attorneys and
agents of the Agent and each Lender or any of their Affiliates, and all of their predecessors in
interest, from any and all claims, defenses, damages, losses, demands, liabilities, obligations and
causes of action arising out of or in any way related to any of the Loan Documents, whether known
or unknown, and whether now existing or hereafter arising, including without limitation, any usury
claims, that have at any time been owned, or that are hereafter owned, in tort or in contract by
the Borrower or any Affiliate of the Borrower and that arise out of any one or more circumstances
or events that occurred prior to the date of this Fourth Amendment.




          4.3. Notice of Effectiveness. The Agent and Citibank shall promptly advise the
Lenders and the Borrower that this Fourth Amendment has become effective and of the Fourth
Amendment Effective Date, but such advice shall not be a representation by the Agent or Citibank
that Section 3.1(c) is correct.




          4.4. APPLICABLE LAW AND JURISDICTION. THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HERETO SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.




          4.5. Counterparts. This Fourth Amendment may be executed by the parties hereto in any
number of separate counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed counterpart of a signature page to
this Fourth Amendment by facsimile or other electronic image shall be effective as delivery of a
manually executed counterpart of this Fourth Amendment.




          4.6. Successors and Assigns. This Fourth Amendment shall be binding upon and inure to
the benefit of the Borrower and its successors and assigns, and the Agent and the Lenders and each
of their respective successors and assigns. The execution and delivery of this Fourth Amendment by
any Lender prior to the Fourth Amendment Effective Date shall be binding upon its successors and
assigns and shall be effective as to any loans or commitments assigned to it after such execution
and delivery.




          4.7. Continuing Effect. Except as expressly amended hereby, the Credit Agreement as
amended by this Fourth Amendment shall continue to be and shall remain in full force and effect in
accordance with its terms. This Fourth Amendment shall not constitute an amendment or waiver of
any provision of the Credit Agreement not expressly referred to herein and shall not be construed
as an amendment, waiver or consent to any action on the part of the Borrower that would require an
amendment, waiver or consent of the Agent or the Lenders except as expressly stated herein. Any
reference to the “Credit Agreement” in any Loan Document or any related documents




- 5 -









 







shall be deemed to be a reference to the Credit Agreement as amended by this Fourth Amendment.




          4.8. Headings. Section headings used in this Fourth Amendment are for convenience of
reference only, are not part of this Fourth Amendment and are not to affect the constructions of,
or to be taken into consideration in interpreting, this Fourth Amendment.




[Signature Pages Follow]




- 6 -









 





     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be executed and
delivered by their respective duly authorized officers as of the date first above written.



	 	 	 	 	 	 	 
	BORROWER:	 	BEAZER HOMES USA, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey S. Hoza
 

	 	 
	 

	 	 	 	Name: Jeffrey S. Hoza	 	 
	 

	 	 	 	Title: Vice President & Treasurer	 	 






Signature Page to Fourth Amendment




 









 





	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,	 	 
	 	 	as Agent and as a Lender and as an Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ R. Scott Holtzapple
 

	 	 
	 

	 	 	 	Name: R. Scott Holtzapple	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A., as a Lender and as an Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ricardo James
 

	 	 
	 

	 	 	 	Name: Ricardo James	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	BNP PARIBAS, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Duane Helkowski
 

	 	 
	 

	 	 	 	Name: Duane Helkowski	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Berangere Allen	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Berangere Allen	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Vlad Barshtak	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Vlad Barshtak	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GUARANTY BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Charles Sebesta	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Charles Sebesta	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






Signature Page to Fourth Amendment




 









 







	 	 	 	 	 	 	 
	 	 	REGIONS FINANCIAL CORPORATION,	 	 
	 	 	as a Lender and as an Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ronny Hudspeth
 

	 	 
	 

	 	 	 	Name: Ronny Hudspeth	 	 
	 

	 	 	 	Title: Sr. Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a Lender and	 	 
	 	 	as an Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kimberly L. Turner
 

	 	 
	 

	 	 	 	Name: Kimberly L. Turner	 	 
	 

	 	 	 	Title: Executive Director	 	 
	 
	 	 	 	 	 	 
	 	 	CITY NATIONAL BANK, a national banking	 	 
	 	 	association, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Xavier Barrera
 

	 	 
	 

	 	 	 	Name: Xavier Barrera	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PNC BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Luis Donoso
 

	 	 
	 

	 	 	 	Name: Luis Donoso	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE, LLC, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marie A. Haddad                       /s/ Irja R. Otsa
 

	 	 
	 

	 	 	 	Name: Marie A. Haddad                      Irja R. Otsa	 	 
	 

	 	 	 	Title: Associate Director                      Associate Director	 	 
	 
	 	 	 	 	 	 
	 	 	COMERICA BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sarah R. West
 

	 	 
	 

	 	 	 	Name: Sarah R. West	 	 
	 

	 	 	 	Title: Vice President	 	 






Signature Page to Fourth Amendment





 









 








EXHIBIT A




ACKNOWLEDGMENT AND CONSENT




     Reference is made to the Fourth Amendment, dated as of August 4, 2009 (the “Fourth
Amendment”), to and under the Credit Agreement, dated as of July 25, 2007 (as heretofore
amended, supplemented or otherwise modified, the “Credit Agreement”), among Beazer Homes
USA, Inc., a Delaware corporation, the several Lenders and Issuers from time to time parties
thereto and Wachovia Bank, National Association, as Agent. Unless otherwise defined herein,
capitalized terms used herein and defined in the Credit Agreement are used herein as therein
defined.



     Each of the undersigned parties to the Guaranty hereby (a) consents to the transactions
contemplated by the Fourth Amendment, (b) acknowledges and agrees that the guarantees made by such
party contained in the Guaranty and the grants of security interests made by such party in the
Collateral Agreement are, and shall remain, in full force and effect after giving effect to the
Fourth Amendment, and (c) on its own behalf and on behalf of each of its Affiliates, irrevocably
releases and discharges the Agent and each Lender, all Affiliates of the Agent and each Lender, all
officers, directors, employees, attorneys and agents of the Agent and each Lender or any of their
Affiliates, and all of their predecessors in interest, from any and all claims, defenses, damages,
losses, demands, liabilities, obligations and causes of action arising out of or in any way related
to any of the Loan Documents, whether known or unknown, and whether now existing or hereafter
arising, including without limitation, any usury claims, that have at any time been owned, or that
are hereafter owned, in tort or in contract by the undersigned or any Affiliate of the undersigned
and that arise out of any one or more circumstances or events that occurred prior to the date of
the Fourth Amendment.



	 	 	 	 	 	 	 
	GUARANTORS:	 	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 REALTY, INC.	 	 
	 	 	BEAZER REALTY CORP.	 	 
	 	 	BEAZER REALTY LOS ANGELES, INC.	 	 
	 	 	BEAZER REALTY SACRAMENTO, INC.	 	 
	 	 	BEAZER/SQUIRES REALTY, INC.	 	 
	 	 	HOMEBUILDERS TITLE SERVICES, INC.	 	 
	 	 	HOMEBUILDERS TITLE SERVICES OF VIRGINIA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey S. Hoza                                                                        (SEAL)
 

	 	 
	 

	 	 	 	Name: Jeffrey S. Hoza

Title:	 	 






Acknowledgement and Consent




 









 






	 	 	 	 	 	 	 
	 	 	BEAZER MORTGAGE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peggy Caldwell                                                           (SEAL)
 

	 	 
	 

	 	 	 	Name: Peggy Caldwell	 	 
	 

	 	 	 	Title: Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	ARDEN PARK VENTURES, LLC	 	 
	 	 	BEAZER CLARKSBURG, LLC	 	 
	 	 	BEAZER COMMERCIAL HOLDINGS, LLC	 	 
	 	 	BEAZER HOMES INVESTMENTS, LLC	 	 
	 	 	BEAZER HOMES MICHIGAN, LLC	 	 
	 	 	DOVE BARRINGTON DEVELOPMENT LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BEAZER HOMES CORP., its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey S. Hoza                                                            (SEAL)
 

	 	 
	 

	 	 	 	Name: Jeffrey S. Hoza	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	BEAZER SPE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BEAZER HOMES HOLDINGS CORP.,	 	 
	 

	 	 	 	its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey S. Hoza                                                            (SEAL)	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Name: Jeffrey S. Hoza	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	BEAZER HOMES INDIANA LLP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BEAZER HOMES INVESTMENTS, LLC,	 	 
	 

	 	 	 	its Managing Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BEAZER HOMES CORP.,	 	 
	 

	 	 	 	its Sole Member	 	 






Acknowledgement and Consent




 









 





	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Jeffrey S. Hoza                                           (SEAL)
	 
	 	 	Name:  	Jeffrey S. Hoza 	 
	 	 	Title:  	 	 
	 



Acknowledgement and Consent





 









 





	 	 	 	 	 	 	 
	 	 	BEAZER REALTY SERVICES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BEAZER HOMES INVESTMENTS, LLC,	 	 
	 

	 	 	 	its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BEAZER HOMES CORP.,	 	 
	 

	 	 	 	its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey S. Hoza                                                       (SEAL)
 

	 	 
	 

	 	 	 	Name: Jeffrey S. Hoza	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	PARAGON TITLE, LLC	 	 
	 	 	TRINITY HOMES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BEAZER HOMES INVESTMENTS, LLC,	 	 
	 

	 	 	 	a Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BEAZER HOMES CORP.,	 	 
	 

	 	 	 	its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey S. Hoza                                                       (SEAL)
 

	 	 
	 

	 	 	 	Name: Jeffrey S. Hoza	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	BEAZER HOMES TEXAS, L.P.	 	 
	 	 	TEXAS LONE STAR TITLE, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BEAZER HOMES TEXAS HOLDINGS,	 	 
	 

	 	 	 	INC., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey S. Hoza                                                       (SEAL)
 

	 
	 

	 	 	 	Name: Jeffrey S. Hoza

Title:	 	 






Acknowledgement and Consent




 









 





	 	 	 	 	 	 	 
	 	 	BH BUILDING PRODUCTS, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BH PROCUREMENT SERVICES, LLC,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BEAZER HOMES TEXAS, L.P.,	 	 
	 

	 	 	 	its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BEAZER HOMES TEXAS HOLDINGS,	 	 
	 

	 	 	 	INC., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey S. Hoza                                                             (SEAL)
 

	 	 
	 

	 	 	 	Name: Jeffrey S. Hoza	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	BH PROCUREMENT SERVICES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BEAZER HOMES TEXAS, L.P.,	 	 
	 

	 	 	 	its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BEAZER HOMES TEXAS HOLDINGS,	 	 
	 

	 	 	 	INC., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey S. Hoza                                                             (SEAL)
 

	 	 
	 

	 	 	 	Name: Jeffrey S. Hoza	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices to all Guarantors	 	 
	 	 	c/o Beazer Homes USA, Inc.	 	 
	 	 	1000 Abernathy Road	 	 
	 	 	Suite 1200	 	 
	 	 	Atlanta, Georgia 30328	 	 
	 	 	Attention: President	 	 
	 	 	Tel: (770) 829-3700	 	 
	 	 	Fax: (770) 481-0431	 	 






Acknowledgement and Consent