EXHIBIT 4.5
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NVR, INC.
AND
NVR HOMES, INC.,
NVR FINANCIAL SERVICES, INC.,
RVN, INC.
and
NVR FOX RIDGE, INC.,
as Joint and Several Guarantors
_______________________________________
$160,000,000
11% SENIOR NOTES due 2003
_______________________________________
_______________________________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of November 7, 1997
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_______________________________________
IBJ XXXXXXXX BANK & TRUST COMPANY
________________________________________
as Trustee
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SECOND SUPPLEMENTAL INDENTURE dated as of November 7, 1997 (the
"Supplemental Indenture") among NVR, Inc., a Virginia corporation ("NVR" or
"Company"), and NVR Homes, Inc., a Virginia corporation ("Homes"), and NVR
Financial Services, Inc., a Pennsylvania corporation ("NVRFS"), and RVN, Inc., a
Delaware corporation ("RVN"), and NVR Fox Ridge, Inc., a Tennessee corporation
("Fox Ridge"), as joint and several guarantors, and IBJ Xxxxxxxx Bank & Trust
Company, a banking corporation organized under the laws of the State of New
York, as trustee ("Trustee"), amending and supplementing the Indenture dated as
of September 30, 1993, as supplemented by the First Supplemental Indenture dated
as of January 7, 1997 (the "Indenture") among NVR, and Homes, NVRFS, and RVN, as
joint and several guarantors, and the Trustee.
RECITALS
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WHEREAS, NVR and Homes, NVRFS, and RVN, as joint and several
guarantors, and the Trustee have entered into the Indenture for the benefit of
each other and for the equal and ratable benefit of the Holders of the 11%
Senior Notes due 2003 of NVR (the "Securities"); all capitalized terms used and
not otherwise defined herein having the meanings set forth in the Indenture; and
WHEREAS, Fox Ridge has been organized as a Subsidiary of Homes and is
the transferee of certain property or assets of Homes; and
WHEREAS, in accordance with the provisions of the Indenture, the
Company desires to designate Fox Ridge as a Restricted Subsidiary; and
WHEREAS, in accordance with the provisions of Section 11.05 of the
Indenture, Fox Ridge desires to enter into this Supplemental Indenture to
provide for the unconditional Guarantee of all of the Company's Obligations
under the Securities on the terms set forth in the Indenture; and
WHEREAS, to further evidence such Guarantee, Fox Ridge, simultaneously
with the execution of this Supplemental Indenture, has executed and delivered to
the Trustee a Subsidiary Guarantee substantially in the form included in Exhibit
C to the Indenture; and
WHEREAS, in accordance with the provisions of Section 10.01 of the
Indenture and Section 6 of the Pledge Agreement, the Company, simultaneously
with the execution of this Supplemental Indenture, has executed and delivered to
the Collateral Agent a Second Pledge Amendment dated November 7, 1997, providing
for the pledge of 100% of the Capital Stock of Fox Ridge, as well as the
certificate representing such shares and duly executed instruments of transfer
or assignment in blank, all in form and substance satisfactory to the Collateral
Agent; and
WHEREAS, in accordance with Section 9.01(iv) of the Indenture, the
Company, the Guarantors and the Trustee are authorized and permitted to amend
and supplement the Indenture as set forth herein, without the consent of any
Securityholder, and all requirements set forth in Article 9 to make this
Supplemental Indenture effective have been satisfied; and
WHEREAS, the execution, delivery and due performance of this
Supplemental Indenture by each of the Company and the Guarantors, respectively,
have been authorized, approved and directed by all necessary and appropriate
action of the boards of directors of each of the Company and the Guarantors,
respectively; and
WHEREAS, the execution, delivery and due performance of this
Supplemental Indenture by the Trustee have been authorized, approved and
directed by all necessary and appropriate corporate action of the Trustee;
NOW, THEREFORE, for and in consideration of the mutual premises and
agreements herein contained, the Company and each of Homes, NVRFS, RVN, and Fox
Ridge, in its capacity as a joint and several guarantor, and the Trustee agree
as follows for the benefit of each other and for the equal and ratable benefit
of the Holders of the Securities:
AGREEMENT
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SECTION 1.01. SUBSIDIARY GUARANTEE.
Subject to the provisions of Article 11 of the Indenture, Fox Ridge,
jointly and severally, unconditionally guarantees all of the Company's
Obligations under the Securities on the terms set forth in the Indenture.
SECTION 1.02. FURTHER AGREEMENTS.
All actions necessary to constitute Fox Ridge as a Guarantor and a
Restricted Subsidiary under the terms of the Indenture have been taken, and all
references in the Indenture to a Guarantor or a Restricted Subsidiary shall on
and after the date hereof include Fox Ridge. On and after the date hereof, the
Indenture shall be deemed to include this Supplemental Indenture, and the
Indenture, as amended and supplemented by this Supplemental Indenture, shall
remain in full force and effect.
SECTION 1.03. COUNTERPART ORIGINALS.
The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
SECTION 1.04. HEADINGS.
The Headings of the Sections of this Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part of
this Supplemental Indenture and shall in no way modify or restrict any of the
terms or provisions hereof.
SECTION 1.05. GOVERNING LAW.
The internal law of the State of New York shall govern this
Supplemental Indenture.
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SIGNATURES
Dated as of November 7, 1997 NVR, Inc.
By:/s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Attest:
/s/ Xxxxxx X. Xxxxxxx (SEAL)
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Dated as of November 7, 1997 NVR HOMES, INC., as Guarantor
By:/s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Attest:
/s/ Xxxxxx X. Xxxxxxx (SEAL)
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Dated as of November 7, 1997 NVR FINANCIAL SERVICES, INC.,
as Guarantor
By:/s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Attest:
/s/ Xxxxx X. Xxxxxxxxxxx (SEAL)
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108
Dated as of November 7, 1997 RVN, INC., as Guarantor
By:/s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Attest:
/s/ Xxxxxx X. Xxxxxxx (SEAL)
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Dated as of November 7, 1997 NVR FOX RIDGE, INC., as Guarantor
By:/s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Attest:
/s/ Xxxxxx X. Xxxxxxx (SEAL)
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Dated as of November 12, 1997 IBJ XXXXXXXX BANK & TRUST
COMPANY, as Trustee
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Assistant Vice President
Attest:
_______________________________ (SEAL)
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