0000950123-10-001866 Sample Contracts

BEAZER HOMES USA, INC. $50,000,000 7 1/2% Mandatory Convertible Subordinated Notes due 2013 UNDERWRITING AGREEMENT
Underwriting Agreement • January 12th, 2010 • Beazer Homes Usa Inc • Operative builders

Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC As Representatives of the Underwriters 388 Greenwich Street New York, New York 10013

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FIRST AMENDMENT TO SECTION 382 RIGHTS AGREEMENT
Section 382 Rights Agreement • January 12th, 2010 • Beazer Homes Usa Inc • Operative builders • New York

This First Amendment to the Section 382 Rights Agreement (this “Amendment”) is entered into as of January 7, 2010, by and between Beazer Homes USA, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).

BEAZER HOMES USA, INC. 19,500,000 Shares Common Stock (par value $.001 per share) UNDERWRITING AGREEMENT
Underwriting Agreement • January 12th, 2010 • Beazer Homes Usa Inc • Operative builders • New York

Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC As Representatives of the Underwriters 388 Greenwich Street New York, New York 10013

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