Avatar Holdings Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2011 • Avatar Holdings Inc • Operative builders • New York
Avatar Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you, as the sole underwriter (the “Underwriter”), $100,000,000 principal amount of the Company’s 7.50% Senior Convertible Notes due 2016 (the “Securities”) on the terms set forth in Section 2 of this agreement (this “Agreement”). The Securities will be convertible into shares of the Company’s common stock, par value $1.00 per share (the “Underlying Securities”). The Securities will (i) have the terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and the Prospectus (as defined below) and (ii) be issued pursuant to an indenture, dated as of February 4, 2011 (the “Base Indenture”), between the Company and Wilmington Trust FSB, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a first supplemental indenture to the Base Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Th
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 1.01. Definitions 1 SECTION 1.02. Officer’s Certificates and Opinions 7 SECTION 1.03. Form of Documents Delivered to Trustee 7 SECTION 1.04. Acts of Holders 8 SECTION 1.05....Indenture • February 4th, 2011 • Avatar Holdings Inc • Operative builders • New York
THIS INDENTURE, between Avatar Holdings Inc., a Delaware corporation (hereinafter called the “Company,” as more fully defined in Section 1.01), and Wilmington Trust FSB, a federal savings bank, as trustee (hereinafter called the “Trustee,” as more fully defined in Section 1.01), is made and entered into as of this 4th day of February, 2011.
