BEAZER HOMES USA, INC. Dealer Manager AgreementManager Agreement • February 13th, 2012 • Beazer Homes Usa Inc • Operative builders • New York
Beazer Homes USA, Inc., a corporation organized under the laws of Delaware (the “Company”), plans to make offers (each such offer as described in the Prospectus (as defined below), an “Exchange Offer,” and collectively, the “Exchange Offers”), for (i) any and all of its $57.5 million aggregate principal amount of outstanding 7.50% Mandatory Convertible Subordinated Notes due 2013 (the “Convertible Notes”) in exchange for consideration consisting of, with respect to each $25 principal amount of Convertible Notes tendered in such Exchange Offer, 5.7348 newly issued shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Note Exchange Securities”) and (ii) any and all of its 3,000,000 outstanding 7.25% tangible equity units (the “Units” and together with the Convertible Notes, the “Existing Securities”) in exchange for consideration consisting of, with respect to each Unit tendered in the Exchange Offer, 4.9029 newly issued shares of Common Stock (tog
