EXHIBIT 4.14
FACE OF NOTE
XXXXXXX AND BROAD HOME CORPORATION
95/8% Senior Subordinated Note Due 2006
No. R-_____________ $__________________
CUSIP 486168 AD 9
Xxxxxxx and Broad Home Corporation, a Delaware corporation (the
"Issuer"), for value received, hereby promises to pay to
_______________________, or registered assigns, the principal sum of
___________ Dollars at the Issuer's office or agency for said purpose in the
Borough of Manhattan, The City of New York, on May 15, 2006, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
semi-annually on May 15 and November 15 of each year, on said principal sum in
like coin or currency, at the rate per annum set forth in the title of this
Note at said office or agency from the May 15 or the November 15, as the case
may be, next preceding the date of this Note to which interest on the Notes
has been paid or duly provided for, unless the date hereof is a date to which
interest on the Notes has been paid or duly provided for, in which case from
the date of this Note, or unless no interest has been paid or duly provided
for on the Notes, in which case from November 19, 1996 until payment of said
principal sum has been made or duly provided for. Notwithstanding the
foregoing, if the date hereof is after May 1 or November 1, as the case may
be, and before the following May 15 or November 15, this Note shall bear
interest from such May 15 or November 15; provided, that if the Issuer shall
default in the payment of interest due on such May 15 or November 15, then
this Note shall bear interest from the next preceding May 15 or November 15 to
which interest on the Notes has been paid or duly provided for or, if no
interest has been paid or duly provided for on the Notes, from November 19,
1996. The interest so payable on any May 15 or November 15 will, except as
otherwise provided in the Indenture referred to on the reverse hereof, be paid
to the Person in whose name this Note is registered at the close of business
on the May 1 or November 1 preceding such May 15 or November 15, whether or
not such date is a Business Day; provided that, except as otherwise
provided in the Indenture referred to on the reverse hereof, interest may
be paid, at the option of the Issuer, by mailing a check therefor payable
to the holder entitled thereto at his last address as it appears on the
Note register.
Reference is made to the further provisions set forth on the reverse
hereof. Such further provisions shall for all purposes have the same effect
as though fully set forth at this place.
This Note shall not be valid or obligatory until the certificate of
authentication hereon shall have been duly signed by the Trustee acting under
the Indenture.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed under its corporate seal.
Dated:
XXXXXXX AND BROAD HOME
CORPORATION
______________________ __________________________________
Secretary Chairman and Chief
Executive Officer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned
Indenture.
SUNTRUST BANK, ATLANTA, as Trustee
By:_______________________________
Authorized Signatory
[FORM OF REVERSE OF NOTE]
XXXXXXX AND BROAD HOME CORPORATION
95/8% SENIOR SUBORDINATED NOTE DUE 2006
This Note is one of a duly authorized issue of 95/8% Senior
Subordinated Notes due 2006 (the "Notes") of the Issuer, limited to the
aggregate principal amount of $125,000,000, issued pursuant to an indenture
dated as of November 19, 1996 (as the same may be amended or supplemented from
time to time, the "Indenture"), duly executed and delivered by the Issuer to
SunTrust Bank, Atlanta, Trustee (herein called, together with any successor in
such capacity, the "Trustee"). Reference is hereby made to the Indenture and
all indentures supplemental thereto for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Issuer and the holders of the Notes.
The indebtedness evidenced by, and the payment of the principal of
and interest on, or any other amount owing in respect of, the Notes is, to the
extent and in the manner provided in the Indenture, expressly made subordinate
and subject in right of payment to the prior payment in full or all Senior
Indebtedness (as defined in the Indenture) of the Issuer, and each Holder of
this Note, by his acceptance hereof, agrees to and shall be bound by all the
provisions of the Indenture relating to such subordination and authorizes and
directs the Trustee to take such action in his behalf as may be necessary or
appropriate to acknowledge or effectuate the subordination of the indebtedness
evidenced by this Note as provided in the Indenture and appoints the Trustee
his attorney-in-fact for any and all such purposes.
In case an Event of Default shall have occurred and be continuing,
the principal of and accrued interest on all the Notes may be declared due and
payable, in the manner and with the effect, and subject to the conditions,
provided in the Indenture. The Indenture provides that in certain events such
declaration and its consequences may be waived by the Holders of a majority
in aggregate principal amount of the Notes then Outstanding and that, prior to
any such declaration, such Holders may waive any past default under the
Indenture and its consequences except a default in the payment of principal of
or interest on any of the Notes and subject to certain further exceptions.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this Note
and any Note which may be issued in exchange or substitution herefor, whether
or not any notation thereof is made upon this Note or such other Notes.
To the extent permitted by, and as provided and subject to the
limitations in, the Indenture, the Issuer and the Trustee, with the consent of
the Holders of not less than a majority in aggregate principal amount of the
Notes then Outstanding, may execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or any supplemental indenture or modifying in
any manner the rights of the Holders.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the place, times and rate, and in the coin and currency, herein prescribed.
The Notes are issuable only as registered Notes without coupons in
denominations of $1,000 and any integral multiple of $1,000.
At the office or agency of the Issuer referred to on the face hereof,
and in the manner and subject to the limitations provided in the Indenture,
Notes may be exchanged for a like aggregate principal amount of Notes of other
authorized denominations.
Upon due presentation for registration of transfer of this Note at
the above-mentioned office or agency of the Issuer, a new Note or Notes of
authorized denominations, for a like aggregate principal amount, will be
issued to the transferee as provided in the Indenture.
No service charge shall be made for any such transfer or any such
exchange of any Note, but the Issuer may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in
connection therewith.
This Note may be redeemed at the option of the Issuer in whole or in
part on any date on or after November 15, 2001 and prior to maturity, upon not
less than 30 nor more than 60 days' notice given in accordance with the
provisions of the Indenture, at the redemption prices (expressed as
percentages of the principal amount hereof) set forth below, together with
accrued and unpaid interest to the date fixed for redemption, if redeemed
during the 12-month period beginning November 15 of the years indicated below:
Year Redemption
---- Price
----------
2001..................................... 104.8125%
2002..................................... 103.2125%
2003..................................... 101.6125%
2004 and thereafter...................... 100.0000%
If less than all of the Notes are called for redemption, the Trustee shall
select, in such manner as it deems appropriate and fair, the Notes (or
portions thereof) to be redeemed.
Subject to payment by the Issuer of a sum sufficient to pay the
amount due on redemption, interest on this Note (or portion hereof if this
Note is redeemed in part) shall cease to accrue upon the date duly fixed for
redemption of this Note (or portion hereof if this Note is redeemed in part).
If at any time there occurs a Change of Control with respect to the
Issuer, each Holder of Notes will have the right, at such Holder's option, to
require the Issuer to repurchase all of such Holder's Notes, or a portion
thereof which is $1,000 or any integral multiple thereof, on the date (the
"Change of Control Repurchase Date") that is 30 Change of Control Business
Days after the date of the Change of Control at a price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest to the Change of
Control Repurchase Date, all upon the terms and subject to the conditions set
forth in the Indenture.
If the Consolidated Net Worth of the Issuer at the end of each of any
two consecutive fiscal quarters is less than $195,000,000 then the Issuer will
make an offer (a "Net Worth Offer") to acquire on a date (a "Net Worth
Repurchase Date") falling on or before the last day of the next following
fiscal quarter, Notes in an aggregate principal amount equal to 10% of the
aggregate principal amount of the Notes initially issued (or such lesser
amount of Notes as may be Outstanding at the time such Net Worth Offer is
made) at a purchase price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest to the Net Worth Repurchase Date, all upon the
terms and subject to the conditions set forth in the Indenture. In no event
shall the failure to meet the minimum Consolidated Net Worth requirement set
forth above at the end of any fiscal quarter be counted toward the making of
more than one Net Worth Offer.
The Indenture includes a number of restrictive covenants affecting
the Issuer and certain of its subsidiaries. These restrictive covenants are
subject to a number of important qualifications and exceptions and reference
is made to the Indenture for a description thereof.
The Issuer, the Trustee, and any agent of the Issuer or the Trustee,
may deem and treat the Holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payment of,
or on account of, the principal hereof and, subject to the provisions in the
Indenture, interest hereon and for all other purposes, and neither the Issuer
nor the Trustee nor any agent of the Issuer or the Trustee shall be affected
by any notice to the contrary.
No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Note or because of any indebtedness
evidenced hereby shall be had against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or otherwise, all such liability being (to
the extent permitted by law), by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
Certain of the Issuer's obligations under this Note and under the
Indenture with respect to the Notes may be terminated if the Issuer
irrevocably deposits with the Trustee money or U.S. Government Obligations
sufficient to pay and discharge the entire indebtedness on all of the Notes,
all upon the terms and subject to the conditions set forth in the Indenture.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
Terms (whether or not capitalized) used in this Note and not defined
herein which are defined in the Indenture shall have the respective meanings
ascribed thereto in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--....................... Custodian.......................
(Cust) (Minor)
under Uniform Gifts to Minors Act
.........................................
(State)
TEN ENT--as tenants by the entireties
JT TEN --as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(Please Insert Social Security or Other Identifying Number of Assignee)
______________________________________________________________________________
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ___________________________________________________________________
attorney to transfer said Note on the books of the Issuer, with full power of
substitution in the premises.
Dated: ________________________________________________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within instrument in
every particular, without alteration or enlargement or any
change whatever.
Signature Guaranteed:
_________________________________________
The signature should be guaranteed by a
commercial bank or a member broker of
either the New York Stock Exchange,
American Stock Exchange, Midwest Stock
Exchange or Pacific Coast Stock Exchange.
