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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): January 15, 1998
U.S. HOME CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-5899 21-0718930
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1800 West Loop South
Houston, Texas 77027
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (713) 877-2311
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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Item 5. Other Events.
U.S. Home Corporation, a Delaware corporation, is filing this Form
8-K, including the documents attached as exhibits hereto, in connection with the
offering and sale of its 7 3/4% Senior Notes due 2005 in an aggregate principal
amount of $100,000,000 available under the Registration Statement on Form S-3
(Registration No. 333-31457), filed on July 17, 1997, as amended or
supplemented.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit
No. Description of Document
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1 Underwriting Agreement dated January 15, 1998 by and between U.S.
Home Corporation and SBC Warburg Dillon Read Inc.
4.1 Form of Officer's Certificate establishing the form and terms of
U.S. Home Corporation's 7 3/4% Senior Notes due 2005.
4.2 Officer's Certificate establishing the form and terms of U.S. Home
Corporation's 8.25% Senior Notes due 2004.
4.3 Officer's Certificate establishing the form and terms of U.S. Home
Corporation's 8.88% Senior Subordinated Notes due 2007.
10 Consent and Second Amendment to Credit Agreement, dated as of
January 15, 1998, among U.S. Home Corporation, the Lenders party to
the Credit Agreement dated as of May 28, 1997, as amended, and The
First National Bank of Chicago, as Agent (the "Agent") and the
Agent.
12 Computation of the Ratio of Earnings to Fixed Charges.
23 Consent of Independent Public Accountants.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
U.S. HOME CORPORATION
Date: January 16, 1998 By: /s/ Chester P. Sadowski
--------------------------------
Name: Chester P. Sadowski
Title: Vice President-Controller and
Chief Accounting Officer
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INDEX OF EXHIBITS
Exhibit Sequential
Number Numbered Page
- -------- -------------
1 Underwriting Agreement dated January 15, 1998
by and between U.S. Home Corporation and SBC
Warburg Dillon Read Inc.
4.1 Form of Officer's Certificate establishing the
form and terms of U.S. Home Corporation's 7 3/4%
Senior Notes due 2005.
4.2 Officer's Certificate establishing the form and
terms of U.S. Home Corporation's 8.25% Senior
Notes due 2004.
4.3 Officer's Certificate establishing the form and
terms of U.S Home Corporation's 8.88% Senior
Subordinated Notes due 2007.
10 Consent and Second Amendment to Credit
Agreement, dated as of January 15, 1998, among
U.S. Home Corporation, the Lenders party to the
Credit Agreement dated as of May 28, 1997, as amended,
and The First National Bank of Chicago, as Agent
(the "Agent") and the Agent.
12 Computation of the Ratio of Earnings to Fixed Charges.
23 Consent of Independent Public Accountants.
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U.S. HOME CORPORATION
7 3/4% Senior Notes due 2005
UNDERWRITING AGREEMENT
Dated January 15, 1998
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UNDERWRITING AGREEMENT
January 15, 1998
SBC WARBURG DILLON READ INC.
535 Madison Avenue
New York, New York 10022
Dear Sirs and Mesdames:
U.S. Home Corporation (hereinafter the "COMPANY"), proposes to sell to
you $100,000,000 aggregate principal amount of its 7 3/4% Senior Notes due 2005
(the "SENIOR NOTES"), issued pursuant to an indenture (the "INDENTURE") dated
as of August 28, 1997, between the Company and IBJ Schroder Bank & Trust
Company, as trustee (the "TRUSTEE").
1. Representations and Warranties of the Company: The Company
represents and warrants to you that:
(a) the Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (collectively, the "ACT"), and has filed with
the Securities and Exchange Commission (the "COMMISSION") a
registration statement on such form, which has become effective, for
the registration under the Act of the Senior Notes. Such registration
statement, as amended at the date of this Agreement, meets the
requirements set forth in Rule 415(a)(1)(x) under the Act and complies
in all other material respects with said Rule. The Company proposes to
file with the Commission pursuant to Rule 424(b) under the Act a
supplement to the form of prospectus included in such registration
statement relating to the Senior Notes and the plan of distribution
thereof and has previously advised you of all further information
(financial and other) with respect to the Company to be set forth
therein. Such registration statement, including the exhibits thereto,
as amended at the date of this Agreement, is hereinafter called the
"REGISTRATION STATEMENT"; the prospectus dated August 25, 1997 is
hereinafter called the "BASIC PROSPECTUS"; and the Prospectus
Supplement to the Basic Prospectus dated January 15, 1998 in the form
in which it shall be filed by the Company with the Commission pursuant
to Rule 424(b) (including the Basic Prospectus as so supplemented) is
hereinafter called the "FINAL PROSPECTUS". Any
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reference herein to the Registration Statement, the Basic Prospectus,
or the Final Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein (the "INCORPORATED
DOCUMENTS") pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (collectively, the "EXCHANGE ACT")
on or before the date of this Agreement, or the issue date of the Basic
Prospectus, or the Final Prospectus, as the case may be; and any
reference herein to the terms "amend", "amendment" or "supplement" with
respect to the Registration Statement, the Basic Prospectus, or the
Final Prospectus shall be deemed to refer to and include the filing of
any document under the Exchange Act after the date of this Agreement,
or the issue date of the Basic Prospectus, or the Final Prospectus, as
the case may be, deemed to be incorporated therein by reference;
(b) as of the date hereof, when the Final Prospectus is first filed
pursuant to Rule 424(b) under the Act, when, prior to the time of
purchase, any amendment to the Registration Statement becomes effective
(including the filing of any Incorporated Documents), when any
supplement to the Final Prospectus is filed with the Commission and at
the time of purchase, (i) the Registration Statement, as amended as of
any such time, and the Final Prospectus, as amended or supplemented as
of any such time, and the Indentures will comply in all material
respects with the applicable requirements of the Act, the Trust
Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"), and the
Exchange Act and the respective rules thereunder and (ii) neither the
Registration Statement, as amended as of any such time, nor the Final
Prospectus, as amended or supplemented as of any such time, will
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to
make the statements therein not misleading; provided, that the Company
makes no representations or warranties as to (i) that part of the
Registration Statement which constitutes the Statement of Eligibility
and Qualification of the Trustee (Form T-1) under the Trust Indenture
Act or (ii) the information contained in or omitted from the
Registration Statement or the Final Prospectus or any amendment thereof
or supplement thereto in reliance upon and in conformity with
information furnished in writing to the Company by you specifically for
use in connection with the preparation of the Registration Statement or
the Final Prospectus;
(c) all of the issued and outstanding shares of capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and non-assessable; the Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of
the
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State of Delaware, with full corporate power and authority to (i) own
its properties and conduct its business as described in the Final
Prospectus, (ii) execute and deliver this Agreement and the Indenture
and (iii) issue, sell and deliver the Senior Notes as herein
contemplated;
(d) each of the Company and its subsidiaries (the
"SUBSIDIARIES") is duly qualified or licensed by and is in good
standing in, each jurisdiction in which it conducts its respective
businesses and in which the failure, individually or in the aggregate,
to be so licensed or qualified would have a material adverse effect on
the condition (financial or other), business, properties, net worth or
results of operations of the Company and its Subsidiaries taken as a
whole; each of the Company and its Subsidiaries is in compliance in all
respects with the laws, orders, rules, regulations and directives
issued or administered by each such jurisdiction, except to the extent
the failure to so comply would not have a material adverse effect on
the condition (financial or other), business, properties, net worth or
results of operations of the Company and its Subsidiaries taken as a
whole;
(e) neither the Company nor any Subsidiary is in breach of, or in
default under (nor has any event occurred which with notice, lapse of
time or both would constitute a breach of, or default under), its
respective charter, by-laws, partnership agreements, or other
organizational documents or in the performance or observance of any
obligation, agreement, covenant or condition contained in any license,
indenture, mortgage, deed of trust, bank loan or credit agreement or
other agreement or instrument to which the Company or any Subsidiary is
a party or by which any of them is bound, except to the extent such
breach or default would not have a material adverse effect on the
condition (financial or other), business, properties, net worth or
results of operations of the Company and its Subsidiaries, taken as a
whole; and the execution, delivery and performance of this Agreement
and the Indentures, the issuance of the Senior Notes and the
consummation of the transactions contemplated hereby and thereby will
not conflict with, or result in any breach of, or constitute a default
under (nor constitute an event which with notice, lapse of time or both
would constitute a breach of, or default under), any provisions of the
charter or by-laws of the Company or any of its Subsidiaries or under
any provision of any license, indenture, mortgage, deed of trust, bank
loan or credit agreement or other agreement or instrument to which the
Company or any Subsidiary is a party or by which any of them or their
respective properties may be bound or affected, or under any federal,
state, local or foreign law, regulation or rule or any decree, judgment
or order applicable to the Company or any Subsidiary;
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(f) the Indenture has been duly authorized by the Company and is a
legal, valid and binding agreement of the Company enforceable in
accordance with its terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or affecting creditors' rights generally and
general principles of equity;
(g) the Senior Notes have been duly authorized by the Company and,
when executed and authenticated in accordance with the terms of the
Indenture and delivered to and paid for by you, will constitute legal,
valid and binding obligations of the Company, enforceable in accordance
with their terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors' rights generally and general
principles of equity;
(h) this Agreement has been duly authorized, executed and delivered by
the Company;
(i) the Senior Notes and the Indenture conform in all material
respects to the description thereof contained in the Final Prospectus;
(j) no approval, authorization, consent or order of or filing with any
federal, state, local or foreign governmental or regulatory commission,
board, body, authority or agency is required in connection with the
issuance and sale of the Senior Notes other than approvals,
authorizations, consents, orders or filings which have already been
obtained or made and registration of the Senior Notes under the Act,
qualification of the Indenture and the Trustee under the Trust
Indenture Act, and any necessary qualification under the securities or
blue sky laws of the various jurisdictions in which the Senior Notes
are being offered by you;
(k) Arthur Andersen LLP, whose report on the consolidated financial
information of the Company is included in the Registration Statement
and Final Prospectus, are independent public accountants with respect
to the Company, as required by the Act and the applicable published
rules and regulations thereunder;
(l) each of the Company and its Subsidiaries has all necessary
licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign
law, regulation or rule, and has obtained all necessary authorizations,
consents and approvals from other persons, in order to conduct its
respective business except to the extent the absence thereof would not
have a material
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adverse effect on the condition (financial or other), business,
properties, prospects, net worth or results of operations of the
Company and its Subsidiaries taken as a whole; neither the Company nor
any Subsidiary is in violation of, or in default under, any such
license, authorization, consent or approval or any federal, state,
local or foreign law, regulation or rule or any decree, order or
judgment applicable to the Company or any of its Subsidiaries, the
result of which would have a material adverse effect on the condition
(financial or other), business, net worth or results of operations of
the Company and its Subsidiaries taken as a whole;
(m) all legal or governmental proceedings, contracts or documents of a
character required to be described in the Registration Statement or the
Final Prospectus or to be filed as an exhibit to the Registration
Statement have been so described or filed as required;
(n) except as set forth in the Final Prospectus, there are no actions,
suits or proceedings pending or, to the knowledge of the Company,
threatened against the Company or any of its Subsidiaries or any of
their respective properties, at law or in equity, or before or by any
federal, state, local or foreign governmental or regulatory commission,
board, body, authority or agency that could result in a judgment,
decree or order having a material adverse effect on the condition
(financial or other), business, properties, net worth or results of
operations of the Company and its Subsidiaries taken as a whole;
(o) the audited financial statements included in the Registration
Statement and the Final Prospectus present fairly in all material
respects the consolidated financial position of the Company and its
Subsidiaries as of the dates indicated and the consolidated results of
operations and cash flows of the Company and its Subsidiaries for the
periods specified; such financial statements have been prepared in
conformity with generally accepted accounting principles applied on a
consistent basis during the periods involved;
(p) subsequent to the respective dates as of which information is
given in the Registration Statement and Final Prospectus, and except as
may be otherwise described or referred to in the Registration Statement
or Final Prospectus, there has not been (A) any material and adverse
change in the condition (financial or other), business, properties, net
worth or results of operations, regulatory environment, present or
prospective of the Company and its Subsidiaries taken as a whole, (B)
any transaction, which is material to the Company and its Subsidiaries
taken as a whole, contemplated or entered into by the Company or any of
its Subsidiaries except transactions entered into in the ordinary
course of business or (C)
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any obligation, contingent or otherwise, directly or indirectly,
incurred by the Company or any of its Subsidiaries that is material to
the Company and its Subsidiaries taken as a whole;
(q) there is no claim pending or, to the knowledge of the Company,
threatened or contemplated under any Environmental Law (as defined
below) against the Company or any of its Subsidiaries which, if
adversely determined, would have a material adverse effect on the
condition (financial or other), business, properties, net worth or
results of operations of the Company and its Subsidiaries taken as a
whole; there are no past or present actions or conditions including,
without limitation, the release of any hazardous substance or waste
regulated under any Environmental Law that are likely to form the basis
of any such claim under existing law against the Company or any of its
Subsidiaries which, if adversely determined, would have a material
adverse effect on the condition (financial or other), business,
properties, net worth or results of operations of the Company and its
Subsidiaries taken as a whole. The term "ENVIRONMENTAL LAW" means any
federal, state, local or foreign law, rule or regulation now in effect
governing pollution or protection of the environment; and
(r) the Company and its Subsidiaries have good title to all properties
and assets owned or leased by them, in each case free and clear of all
liens, security interests, pledges, charges, encumbrances, mortgages
and defects (other than those set forth in the Final Prospectus,
including, without limitation, the financial statements and the notes
thereto or such as do not materially affect the value of such property
and do not interfere with the use made and proposed to be made of such
property by the Company and its Subsidiaries) except to the extent that
would not have a material adverse effect on the condition (financial or
other), business, properties, net worth or results of operations of the
Company and its Subsidiaries taken as a whole.
2. Sale and Purchase: Upon the basis of the warranties and
representations and the other terms and conditions herein set forth, the Company
agrees to sell to you and you agree to purchase from the Company, the aggregate
principal amount of the Senior Notes at a purchase price of 98.237% of the
principal amount thereof. You shall release the Senior Notes for public sale
promptly after this Agreement becomes effective. You may from time to time
increase or decrease the public offering price after the initial public offering
to such extent as you may determine.
3. Payment and Delivery: Payment of the purchase price for the Senior
Notes shall be made to the Company by wire transfer of immediately available
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funds to an account or accounts designated by the Company against delivery of
the certificates for the Senior Notes to you or for your account. Such payment
and delivery shall be made at 10:00 A.M., New York City time, on January 21,
1998 (unless another time shall be agreed to by you and the Company). The time
at which such payment and delivery are actually made is hereinafter sometimes
called the "TIME OF PURCHASE." The Senior Notes shall be issued to you in
book-entry form in such names and in such denominations as you shall specify.
4. Certain Covenants of the Company: The Company hereby agrees:
(a) to furnish such information as may be required and otherwise to
qualify the Senior Notes for offering and sale under the securities or
blue sky laws of such states as you may designate and to maintain such
qualifications in effect as long as required for the distribution of
the Senior Notes; provided that the Company shall not be required to
qualify as a foreign corporation or to consent to the service of
process under the laws of any such state (except service of process
with respect to the offering and sale of the Senior Notes); to advise
you promptly of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Senior Notes for
sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; and to make every reasonable effort to
obtain the withdrawal of any order or suspension at the earliest
practicable moment;
(b) to furnish to you and your counsel, as many copies of the Final
Prospectus and any amendments thereof and supplements thereto as you
may reasonably request;
(c) to advise you promptly within the time during which a prospectus
to the Senior Notes is required to be delivered under the Act,
confirming such advice in writing, of any request by the Commission for
amendments or supplements to the Registration Statement or Final
Prospectus or for additional information with respect thereto, or of
notice of institution of proceedings for, or the entry of a stop order
suspending the effectiveness of the Registration Statement and, if the
Commission should enter a stop order suspending the effectiveness of
the Registration Statement, to make every reasonable effort to obtain
the lifting or removal of such order as soon as possible; and to advise
you promptly within the time during which a prospectus to the Senior
Notes is required to be delivered under the Act of any proposal to
amend or supplement the Registration Statement or Basic Prospectus,
including by filing any Incorporated Documents, and to file no such
amendment or supplement to which you shall reasonably object in
writing;
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(d) to furnish to you for the period when the Senior Notes are
outstanding (i) copies of any reports or other communications that the
Company shall send to its stockholders generally or holders of the
Senior Notes or shall from time to time publish or publicly disseminate
and (ii) copies of all annual, quarterly and current reports filed with
the Commission on Forms 10-K, 10-Q and 8-K, or such other similar form
as may be designated by the Commission;
(e) to advise you promptly of the happening of any event known to the
Company within the time during which a prospectus relating to the
Senior Notes is required to be delivered under the Act which would, in
the reasonable judgment of the Company, require the making of any
change in the Final Prospectus, as then supplemented, then being used,
or in the information incorporated therein by reference, so that the
Final Prospectus would not include an untrue statement of a material
fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they are made, not
misleading, and, during such time, to prepare and furnish, at the
Company's expense, to you promptly such amendments or supplements to
such Final Prospectus as may be necessary to reflect any such change
and to furnish to you a copy of such proposed amendment or supplement
before filing any such amendment or supplement with the Commission;
(f) to make generally available to its holders of Senior Notes, and to
deliver to you, an earnings statement of the Company (which will
satisfy the provisions of Section 11(a) of the Act) covering a period
of twelve months beginning after the date of this Agreement as soon as
is reasonably practicable after the termination of such twelve-month
period but not later than 15 months thereafter;
(g) to furnish to each of you and your counsel signed copies of the
Registration Statement (in such quantities as you may reasonably
request), as initially filed with the Commission, all amendments
thereto (including the exhibits thereto) and all documents incorporated
by reference therein;
(h) to furnish to you as early as practicable prior to the time of
purchase, but no later than two business days prior thereto, a copy of
the latest available unaudited interim consolidated financial
statements, if any, of the Company and its Subsidiaries that have been
read by the Company's independent certified public accountants, as
stated in their letter to be furnished pursuant to Section 6(c) of this
Agreement;
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(i) to apply the net proceeds from the sale of the Senior Notes in the
manner set forth under the caption "Use of Proceeds" in the Final
Prospectus;
(j) whether or not the transactions contemplated in this Agreement are
consummated or this Agreement otherwise becomes effective or is
terminated, to pay all out-of-pocket expenses, fees and taxes (other
than (x) any transfer taxes and (y) fees and disbursements of your
counsel, except as set forth under Section 5 hereof and clauses (iii)
and (iv) below) in connection with (i) the preparation and filing of
the Registration Statement, the Final Prospectus, and any amendments or
supplements thereto, and the printing and furnishing of copies of each
thereof to you (including costs of mailing and shipment), (ii) the
preparation, issuance, execution, authentication and delivery of the
Senior Notes, (iii) the word processing and/or printing of this
Agreement, and the Indentures and the reproduction and/or printing and
furnishing of copies of each thereof to you (including costs of mailing
and shipment), (iv) the qualification of the Senior Notes for offering
and sale under state laws and the determination of their eligibility
for investment under state law as aforesaid (including, if any, the
legal fees, filing fees and other disbursements of your counsel) and
the printing and furnishing of copies of any blue sky surveys or legal
investment surveys to you, (v) any registration of the Senior Notes
under the Exchange Act, (vi) obtaining an investment rating for the
Senior Notes (including fees payable to investment rating agencies),
(vii) any filing for review of the public offering of the Senior Notes
by the NASD and (viii) the performance of the Company's other
obligations hereunder;
(k) to furnish to you, contemporaneously with any filing with the
Commission subsequent to the effective date of the Registration
Statement and during the period referred to in paragraph (e) above, a
copy of any document filed pursuant to Sections 13, 14 or 15(d) of the
Exchange Act; and
(l) until the time of purchase, not to sell, contract to sell, grant
any option to sell or otherwise dispose of, directly or indirectly, any
debt securities of the Company which mature more than one year
following the time of purchase and which are substantially similar to
the Senior Notes, without your prior written consent.
5. Reimbursement of Underwriter's Expenses: If the Senior Notes are
not delivered for any reason other than as a result of a default by you of your
obligations hereunder, the Company shall reimburse you for all of your
out-of-pocket expenses, including the reasonable fees and disbursements of your
counsel
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but without any further obligation on the part of the Company for loss of
profits or otherwise.
6. Conditions of Underwriter's Obligations: Your obligations
hereunder are subject to the accuracy of the representations and warranties on
the part of the Company on the date hereof and at the time of purchase, unless
previously waived, the performance by the Company of its obligations hereunder
and to the following additional conditions:
(a) The Company shall furnish to you at the time of purchase an
opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP, counsel for the
Company, addressed to you and dated as of the time of purchase and in
form reasonably satisfactory to your counsel, Davis Polk & Wardwell,
stating that:
(i) the Company has been duly incorporated and is validly
existing and in good standing under the laws of the State of
Delaware. The Company has corporate power and authority to (A)
own its properties and conduct its business as described in
the Final Prospectus and (B) execute and deliver this
Agreement and the Indentures and to issue, sell and deliver
the Senior Notes as described in the Final Prospectus;
(ii) U.S. Home Mortgage Corporation ("U.S. HOME MORTGAGE")
has been duly incorporated and is validly existing and in good
standing under the laws of the State of Florida. U.S. Home
Mortgage has corporate power and authority to own its
properties and to conduct its business as described in the
Final Prospectus;
(iii) the Company and U.S. Home Mortgage are duly qualified
as foreign corporations and are in good standing in each
jurisdiction set forth in Schedule 1 to such opinion;
(iv) this Agreement has been duly authorized, executed and
delivered by the Company;
(v) the Indenture has been duly authorized by the Company
and is a legal, valid and binding agreement of the Company
enforceable in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar laws affecting the enforcement of
creditors' rights in general and to general principles of
equity (regardless whether considered in a proceeding at law
or in equity);
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(vi) the Senior Notes have been duly authorized by the
Company and, when executed and authenticated in accordance
with the terms of the Indenture and delivered to and paid for
by you in accordance with the terms of this Agreement, will be
legal, valid and binding obligations of the Company,
enforceable in accordance with their terms, subject to
bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar laws relating to or affecting the
enforcement of creditors' rights in general and to general
principles of equity (regardless whether considered in a
proceeding at law or in equity);
(vii) the Senior Notes and the Indenture conform in all
material respects to the descriptions thereof contained in the
Registration Statement and the Final Prospectus (except that
in so opining such counsel need not express an opinion as to
any financial or statistical data included in the description
thereof);
(viii) the Registration Statement and the Final Prospectus
(except as to the financial statements and schedules and other
financial and statistical data contained or incorporated by
reference therein and the Trustee's Statement of Eligibility
on Form T-1, as to which such counsel need not express an
opinion) comply as to form in all material respects with the
requirements of the Act and the Trust Indenture Act;
(ix) the Registration Statement has become effective under
the Act and, to the best of such counsel's knowledge, no stop
order proceedings with respect thereto are pending or
threatened by the Commission;
(x) except for approvals, authorizations, consents and
filings which have been made and obtained, no approval,
authorization, consent or order of or filing with any federal,
state or local governmental or regulatory commission, board,
body, authority or agency is required for the valid issue or
sale of the Senior Notes as contemplated hereby, other than
registration of the Senior Notes under the Act and
qualification of the Trustee and the Indenture under the Trust
Indenture Act and those required under state securities or
"blue sky" laws in connection with the purchase and
distribution of the Senior Notes by you;
(xi) the execution, delivery and performance of this
Agreement and the Indentures and the issuance of the Senior
Notes and the consummation of the transactions contemplated
hereby and
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thereby do not and will not result in any breach of, or
constitute a default under (nor constitute any event which
with notice, lapse of time, or both would constitute a breach
of, or default under), any provisions of the charter or
by-laws of the Company or U.S. Home Mortgage or under any
provision of any license, indenture, mortgage, deed of trust,
bank loan or credit agreement or other agreement or instrument
to which the Company or U.S. Home Mortgage is a party or by
which any of them or their respective properties may be bound,
identified in a schedule to such opinion, or under any law,
regulation or rule of any governmental authority of the State
of New York or the federal government of the United States of
America or any decree, judgment or order applicable to the
Company or U.S. Home Mortgage, identified in a schedule to
such opinion;
(xii) to the best of such counsel's knowledge, there are no
contracts, licenses, agreements, leases or documents of a
character which are required to be filed as exhibits to the
Registration Statement or to be summarized or described in the
Final Prospectus which have not been so filed, summarized or
described;
(xiii) to the best of such counsel's knowledge, there are no
actions, suits or proceedings pending or threatened against
the Company or any of its Subsidiaries or any of their
respective properties, at law or in equity or before or by any
federal, state, local or foreign governmental or regulatory
commission, board, body, authority or agency which are
required to be described in the Final Prospectus but are not
so described;
(xiv) the Indenture has been duly qualified under the Trust
Indenture Act; and
(xv) the Incorporated Documents, when they were filed (or,
if an amendment with respect to any such document was filed,
when such amendment was filed), complied as to form in all
material respects with the Exchange Act (except as to the
financial statements and schedules and other financial and
statistical data contained or incorporated by reference
therein as to which such counsel need express no opinion).
In addition, such counsel shall state that such counsel have
participated in conferences with officers and other representatives of the
Company, representatives of the independent public accountants of the Company
and your representatives at which the contents of the Registration Statement and
Final
12
<PAGE> 14
Prospectus were discussed and, although such counsel is not passing upon and
does not assume responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or Final Prospectus, on the
basis of the foregoing, nothing has come to the attention of such counsel that
causes them to believe that the Registration Statement or any amendment thereto
at the time such Registration Statement or amendment became effective contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or that the Final Prospectus or any supplement thereto at the date
of such Final Prospectus or such supplement, and at all times thereafter up to
and including the time of purchase, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading (it being understood that such counsel need
express no belief with respect to the financial statements and schedules and
other financial and statistical data included in the Registration Statement or
Final Prospectus or with respect to the Trustee's Statement of Eligibility and
Qualification on Form T-1).
In rendering their opinion, such counsel may rely, as to factual
matters, on certificates of public officials and officers of the Company;
provided that copies of such certificates shall be forwarded to you and provided
further, that in the case of any such reliance (other than reliance on the
certificates of governmental authorities), such counsel shall state that it
believes the sources for such certificates are appropriate and that such counsel
has no actual knowledge that any factual matters set forth in any certificates
are false.
(b) The Company shall furnish to you at the time of purchase an
opinion of Steven Lane, Director -- Legal of the Company, addressed to
you and dated as of the time of purchase, and in form reasonably
satisfactory to your counsel, Davis Polk & Wardwell, stating that:
(i) the Company and U.S. Home Mortgage are duly qualified
or licensed or in good standing, by or in each jurisdiction in
which they conduct their respective businesses and in which
the failure to be so licensed or qualified or in good standing
could have a material adverse effect on the condition
(financial or other), business, properties, net worth, or
results of operations of the Company and U.S. Home Mortgage
taken as a whole;
(ii) to the best of such counsel's knowledge, neither the
Company nor U.S. Home Mortgage is in breach of, or in default
under (nor has any event occurred which with notice, lapse of
time, or both would constitute a breach of, or default under),
any license, indenture, mortgage, deed of trust, bank loan or
credit agreement
13
<PAGE> 15
or any other agreement or instrument to which the Company or
U.S. Home Mortgage is a party or by which either of them or
their respective properties may be bound or affected or under
any law, regulation or rule or any decree, judgment or order
applicable to the Company or any of its Subsidiaries except
for such matters as could not have a material adverse effect
on the condition (financial or other), business, properties,
net worth or results of operations of the Company and U.S.
Home Mortgage, individually or taken as a whole; and
(iii) the execution, delivery and performance of this
Agreement and the Indenture and the issuance of the Senior
Notes and the consummation of the transactions contemplated
hereby and thereby do not and will not result in any breach
of, or constitute a default under any law, regulation or rule
or any decree, judgment or order applicable to the Company or
U.S. Home Mortgage.
(c) You shall have received from Arthur Andersen LLP, a letter dated
as of the date of this Agreement and addressed to you in the form
heretofore approved by you.
(d) You shall have received at the time of purchase an opinion from
Davis Polk & Wardwell in form and substance reasonably satisfactory to
you.
(e) The Final Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) under the Act not later than 5:00 P.M., New
York City time, on the second full business day after the date of this
Agreement.
(f) Prior to the time of purchase, (i) no stop order with respect to
the effectiveness of the Registration Statement shall have been issued
under the Act or proceedings initiated under Section 8(d) or 8(e) of
the Act, (ii) the Registration Statement and all amendments thereto, or
modifications thereof, if any, shall not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading and (iii) the Final Prospectus and all amendments or
supplements thereto, or modifications thereof, if any, shall not
contain any untrue statement of a material fact or omit to state a
material fact or necessary to make the statements therein, in the light
of the circumstances under which they are made, not misleading.
14
<PAGE> 16
(g) Between the time of execution of this Agreement and the time of
purchase, there has not been (i) any material and adverse change in the
condition (financial or other), business, properties, net worth or
results of operations, present or prospective, of the Company and its
Subsidiaries taken as a whole, other than as described or referred to
in the Registration Statement and the Final Prospectus, (ii) any
transaction that is material to the Company and its Subsidiaries, taken
as a whole, contemplated or entered into by the Company or any of its
Subsidiaries, other than as described or referred to in the
Registration Statement and the Final Prospectus or (iii) any
obligation, contingent or otherwise, directly or indirectly incurred by
the Company or any of its Subsidiaries that is material to the Company
and its Subsidiaries taken as a whole, other than as described or
referred to in the Registration Statement and the Final Prospectus.
(h) The Company will, at the time of purchase, deliver to you a
certificate of two of its executive officers to the effect that the
representations and warranties of the Company set forth in this
Agreement are, in all material respects, true and correct as of such
date and the conditions set forth in paragraph (f) and paragraph (g) of
this Section 6 have been met.
(i) The Company shall have furnished to you such other documents and
certificates as to the accuracy and completeness of any statement in
the Registration Statement and the Final Prospectus as of the time of
purchase as you may reasonably request.
(j) The Company shall perform such of its obligations under this
Agreement as are to be performed by the terms hereof at or before the
time of purchase.
(k) Between the time of execution of this Agreement and the time of
purchase, there shall not have occurred any downgrading, nor shall any
notice have been given of (i) any intended or potential downgrading or
(ii) any review or possible change that does not indicate an
improvement or maintenance, in the rating, if any, accorded any
securities of the Company by any "nationally recognized statistical
rating organization", as that term is defined in Rule 436(g)(2)
promulgated under the Act.
7. Effective Date of Agreement; Termination: This Agreement shall
become effective when the parties hereto have executed and delivered this
Agreement.
15
<PAGE> 17
Your obligations hereunder shall be subject to termination in your
absolute discretion if, at any time prior to the time of purchase, trading in
securities on the New York Stock Exchange shall have been suspended or minimum
prices shall have been established on the New York Stock Exchange, or if a
banking moratorium shall have been declared either by the United States or New
York State authorities, or if the United States shall have declared war in
accordance with its constitutional processes or there shall have occurred any
material outbreak or escalation of hostilities or other national or
international calamity or crisis of such magnitude in its effect on the
financial markets of the United States, as in your judgment, to make it
impracticable to market the Senior Notes.
If you elect to terminate this Agreement as provided in this Section 7,
you will promptly notify the Company by letter or telegram.
If the sale to you of the Senior Notes, as contemplated by this
Agreement, is not carried out by you for any reason permitted under this
Agreement or if such sale is not carried out because the Company shall be unable
to comply with any of the terms of this Agreement, the Company shall not be
under any obligation or liability under this Agreement (except to the extent
provided in Sections 4(j), 5 and 8 hereof), and you shall be under no obligation
or liability to the Company under this Agreement (except to the extent provided
in Section 8 hereof).
8. Indemnity by the Company and the Underwriter: (a) The Company
agrees to indemnify and hold harmless you, each person that controls you within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act, your
agents, employees, officers and directors and the agents, employees, officers
and directors of any such controlling person (collectively, the "WARBURG
INDEMNIFIED PARTIES") from and against any and all losses, claims, damages,
judgments, liabilities and expenses (including the reasonable fees and expenses
of counsel and other expenses in connection with investigating, defending or
settling any such action or claim) as they are incurred (and regardless of
whether the Warburg indemnified party is a party to the litigation, if any)
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement (as amended) or the
Final Prospectus (as amended or supplemented) or arising out of or based upon
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, judgments, liabilities or
expenses arise out of, or are based upon, any such untrue statement or omission
or alleged untrue statement or omission based upon and in conformity with
information concerning you and furnished in writing by you to the Company
expressly for use therein.
(b) If any action or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought or asserted against any
16
<PAGE> 18
Warburg indemnified party, with respect to which indemnity may be sought against
the Company pursuant to this Section 8, such Warburg indemnified party shall
promptly notify the Company in writing, and the Company shall assume the defense
thereof, including the employment of counsel satisfactory to the Warburg
indemnified party and payment of all fees and expenses. A Warburg indemnified
party shall have the right to employ separate counsel in any such action or
proceeding and to assume the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Warburg indemnified party unless (i) the
employment of such counsel has been specifically authorized in writing by the
Company, (ii) the Company has failed promptly to assume the defense and employ
counsel satisfactory to the Warburg indemnified party, or (iii) the named
parties to any such action or proceeding (including any impleaded parties)
include both a Warburg indemnified party and a Company indemnified party and
such Warburg indemnified party shall have reasonably concluded that there may be
one or more legal defenses available to it that are different from or additional
to those available to the Company (in which case the Company shall not have the
right to assume the defense of such action on behalf of such Warburg indemnified
party), in any of which events, such fees and expenses shall be borne by the
Company and reimbursed as they are incurred. It is understood, however, that the
Company shall not, in connection with any one such action or separate but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) at any time for all such Warburg indemnified parties, which firm shall
be designated in writing by you, and that all such fees and expenses shall be
reimbursed as they are incurred. The Company shall not be liable for any
settlement of any such action effected without the written consent of the
Company (which consent shall not be unreasonably withheld or delayed), but if
settled with the written consent of the Company, or if there is a final judgment
with respect thereto, the Company agrees to indemnify and hold harmless each
Warburg indemnified party from and against any loss or liability by reason of
such settlement or judgment.
(c) You agree to indemnify and hold harmless the Company, its
directors, its officers, its agents, and any person that controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
(collectively, the "COMPANY INDEMNIFIED PARTIES") to the same extent as the
foregoing indemnity from the Company to the Warburg indemnified parties, but
only with respect to information concerning you and furnished in writing by you
to the Company expressly for use in the Registration Statement or the Final
Prospectus. In case any action shall be brought against any Company indemnified
party based on the Registration Statement or the Final Prospectus and in respect
of which indemnity may be sought against you pursuant to this Section 8(c), you
shall have the rights and duties given to the Company by Section 8(b) hereof
(except that if the Company shall have assumed the defense thereof you shall not
17
<PAGE> 19
be required to do so, but may employ separate counsel therein and participate in
the defense thereof; provided that the fees and expenses of such separate
counsel shall be at your expense), and the Company indemnified parties shall
have the rights and duties given to the Warburg indemnified parties by Section
8(b) hereof.
(d) If the indemnification provided for in this Section 8 is
unavailable to any Warburg indemnified party or any Company indemnified party
otherwise entitled thereto under Section 8(a) or 8(c), as the case may be, then
the party required to indemnify such indemnified party under this Section 8
shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages, judgments, liabilities and expenses (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and you on the other from the offering of the Senior Notes, or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company on
the one hand and you on the other in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and you on the other shall be deemed to be in the
same proportions as the total net proceeds from the offering (net of
underwriting discounts and commissions, but before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions received
by you, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault of the Company on the one hand and you on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by you, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by a party as a result of the losses, claims, damages,
judgments, liabilities and expenses referred to above shall be deemed to include
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any claim or action.
The Company and you agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this subsection (d), no Warburg indemnified
party shall be required to contribute any amount in excess of the amount by
which the total price at which the Senior Notes underwritten by you and
distributed to the public were offered to the public exceeds the amount of any
damages which you have otherwise been required to pay by reason of such untrue
or alleged
18
<PAGE> 20
untrue statement or omission or alleged omission. No person found guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not found guilty of
such fraudulent misrepresentation.
(e) The indemnity and contribution agreements contained in this
Section 8 and the covenants, warranties and representations of the Company
contained in this Agreement shall remain in full force and effect, regardless of
any investigation made by or on behalf of any Warburg indemnified party or by or
on behalf of any Company indemnified party, and shall survive any termination of
this Agreement or the issuance and delivery of the Senior Notes. Subject to
paragraphs (b) and (c) of this Section 8, the Company and you agree to promptly
notify the other of the commencement of any litigation or proceeding against it
in connection with the issuance and sale of the Senior Notes or in connection
with the Registration Statement or Final Prospectus.
9. Notices: Except as otherwise herein provided, all statements,
requests, notices and agreements shall be in writing or by telegram and, if to
you, shall be sufficient in all respects if delivered or sent to SBC Warburg
Dillon Read Inc., 535 Madison Avenue, New York, New York 10022, Attention:
Syndicate Department and, if to the Company, shall be sufficient in all respects
if delivered to the Company at 1800 West Loop South, Houston, Texas 77027,
Attention: President and Chief Operating Officer.
10. CONSTRUCTION: THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW. THE SECTION HEADINGS IN THIS AGREEMENT HAVE BEEN INSERTED
AS A MATTER OF CONVENIENCE OF REFERENCE AND ARE NOT A PART OF THIS AGREEMENT.
11. Parties at Interest: The Agreement herein set forth has been and
is made solely for the benefit of you, the Company, and the other Warburg
indemnified parties and Company indemnified parties, and their respective
successors, assigns, executors and administrators. No other person, partnership,
association or corporation (including a purchaser of the Senior Notes, as such
purchaser) shall acquire or have any right under or by virtue of this Agreement.
12. Counterparts: This Agreement may be signed by the parties in
counterparts, which together shall constitute one and the same Agreement
between the parties.
19
<PAGE> 21
If the foregoing correctly sets forth the understanding between the
Company and you, please so indicate in the space provided below for the purpose,
whereupon this Agreement and your acceptance shall constitute a binding contract
between the Company and you.
Very truly yours,
U.S. HOME CORPORATION
By: /s/ Thomas A. Napoli
------------------------------------
Name: Thomas A. Napoli
Title: V.P.-Corporate Finance &
Treasurer
20
<PAGE> 22
Agreed to and accepted as of the date first above written:
SBC WARBURG DILLON READ INC.
By: /s/ Allan P. Merrill
-------------------------------
Name: Allan P. Merrill
Title: Executive Director
<PAGE> 1
EXHIBIT 4.1
U.S. HOME CORPORATION
FORM OF
OFFICERS' CERTIFICATE - SENIOR NOTES
Pursuant to Sections 2.01 and 3.01 of the Indenture, dated August
28, 1997 (the "Indenture"), with respect to the 7 3/4% Senior Notes due 2005,
between U.S. Home Corporation, a Delaware corporation (the "Company"), and IBJ
Schroder Bank & Trust Company, as Trustee (the "Trustee"), each of the
undersigned, Robert J. Strudler and Thomas A. Napoli, Chairman of the Board and
Co-Chief Executive Officer, and Vice President-Corporate Finance and Treasurer
of the Company, respectively, hereby certify on behalf of the Company as
follows:
1. Capitalized terms used but not defined herein have the meanings
set forth in the Indenture.
2. The establishment of 7 3/4% Senior Notes due 2005 as a series of
Securities of the Company (the "Senior Notes") has been approved and
authorized in accordance with the provisions of the Indenture pursuant to
resolutions of the Board of Directors of the Company (a copy of which,
certified by an Assistant Secretary or the Secretary of the Company, is
delivered herewith) duly adopted on January 15, 1998, and resolutions of
the Pricing Committee of the Board of Directors of the Company (a copy of
which, certified by the Assistant Secretary or the Secretary of the
Company, is delivered herewith) duly adopted on January 15, 1998. Pursuant
to such resolutions and this Officers' Certificate, the terms set forth
below for the Senior Notes to be issued under the Indenture are authorized
and approved. The form of Senior Note attached hereto as Exhibit A has
been approved and authorized in accordance with the provisions of the
Indenture.
3. That he has read and is familiar with the provisions of Articles
2 and 3 of the Indenture relating to the establishment of a series of
Securities thereunder and the establishment of forms of Securities
representing a series of Securities thereunder and, in each case, the
definitions therein relating thereto; that he is generally familiar with
the other provisions of the Indenture and with the affairs of the Company
and its acts and proceedings and that the statements and opinions made by
him in this Officers' Certificate are based upon such familiarity; and
that, in his opinion, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or
not the conditions and covenants referred to above have been complied
with; and in his opinion, such conditions and covenants have been complied
with.
4. The terms of the series of Securities established pursuant to
this Officers' Certificate shall be as follows:
<PAGE> 2
(a) Title. The title of the series of Securities established
hereby is the "7 3/4% Senior Notes due 2005."
(b) Aggregate Principal Amount. The aggregate principal amount
of the Senior Notes which may be authenticated and delivered under
the Indenture (except for Senior Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of,
other Senior Notes pursuant to Section 3.04, 3.05, 3.06, 4.07 or
13.05 of the Indenture and except for any Senior Notes which,
pursuant to Section 3.03 of the Indenture, are deemed never to have
been authorized and delivered thereunder) is $100,000,000.
(c) Persons to Whom Interest Payable. Interest on the Senior
Notes shall be payable to the Person in whose name a Senior Note is
registered at the close of business (whether or not a Business Day)
on the Regular Record Date for such interest payment, except that
default interest shall be payable in the manner provided in Section
3.07 of the Indenture.
(d) Stated Maturity. The date on which the principal of the
Senior Notes shall be payable, unless accelerated pursuant to the
Indenture, is January 15, 2005.
(e) Rate of Interest; Interest Payment Dates; Regular Record
Dates.
(i) Rate of Interest. The principal amount of each of
the Senior Notes shall bear simple interest at the rate of
7 3/4% per annum. The date from which interest shall accrue
for each of the Senior Notes shall be January 21, 1998.
Interest shall be calculated on the basis of actual days
elapsed over a 365- or 366-day year.
(ii) Interest Payment Dates. Interest on the Senior
Notes shall be payable semi-annually on January 15 and July 15
of each year, commencing on July 15, 1998.
If any Interest Payment Date or the Maturity of the
Senior Notes falls on a day that is not a Business Day, the
payment due on such Interest Payment Date or at Maturity will
be made on the
2
<PAGE> 3
following day that is a Business Day as if it were made on the
date such payment was due and no interest shall accrue on the
amount so payable for the period from and after such Interest
Payment Date or Maturity, as the case may be.
(iii) Regular Record Dates. The Regular Record Dates for
interest payable on each February 15 and July 15 will be the
immediately preceding January 1 and July 1 (whether or not a
Business Day), respectively.
(f) Place of Payment; Registration of Transfer and Exchange;
Notices to the Company.
(i) Place of Payment. Payment of the principal of and
interest on the Senior Notes will be made at the Corporate
Trust Office of the Trustee in New York, New York, and at any
other office or agency designated by the Company for such
purpose; provided, however, that at the option of the Company,
payment of interest due (other than at Maturity) may be made
by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register.
(ii) Registration of Exchange and Transfer. The Senior
Notes may be presented for exchange and registration of
transfer at the Corporate Trust Office of the Trustee in New
York, New York, or at the office of any Registrar hereafter
designated by the Company for such purpose.
(iii) Notices to Company. Notices and demands to or upon
the Company in respect of the Senior Notes and the Indenture
may be served at U.S. Home Corporation, 1800 West Loop South,
Houston, Texas 77027, Attention: President.
(g) Optional Redemption. The Company may redeem all or any
portion of the Senior Notes at any time and from time to time on and
after January 15, 2003 at the following redemption prices (expressed
in percentages of the principal amount) together, in each case, with
accrued interest to the date of redemption:
3
<PAGE> 4
If redeemed during the twelve month period beginning
January 15,
Year Percentage
---- ----------
2003 101.29%
2004 and thereafter 100.00%
of the principal amount thereof.
(h) Mandatory Redemption/Sinking Fund. The Company shall not
be obligated to make any mandatory sinking fund payment or
redemption of the Senior Notes.
(i) Denominations. The Senior Notes shall be issuable in
denominations of $1,000 and any integral multiple thereof.
(j) Acceleration. The principal amount of the Senior Notes
shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 8.02 of the Indenture.
(k) Defeasance. The Senior Notes shall be defeasible as
provided in Article 11 of the Indenture.
(l) Global Securities; Depository. The Senior Notes shall be
issued in the form of one or more Global Securities and the
Depository for the Global Securities shall be The Depository Trust
Company, a New York corporation, and the Global Securities shall be
registered in the name of Cede & Co., the nominee of the Depository.
(m) Registrar; Paying Agent. The Company hereby appoints the
Trustee as the initial Registrar and Paying Agent with respect to
the Senior Notes. The books of the Registrar for the Senior Notes
will be initially maintained at the Corporate Trust Office of the
Trustee.
(n) Events of Default. Section 8.01(a)(iii) of the Indenture
shall not be applicable to the Senior Notes.
4
<PAGE> 5
IN WITNESS WHEREOF, we have executed this Officers' Certificate on
behalf of the Company this 21st day of January, 1998.
U.S. HOME CORPORATION
By:
-----------------------------------------
Robert J. Strudler
Chairman of the Board and
Co-Chief Executive Officer
By:
-----------------------------------------
Thomas A. Napoli
Vice President-Corporate Finance
and Treasurer
5
<PAGE> 6
EXHIBIT A
(FACE OF SECURITY)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY
AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUM STANCES. EVERY
SECURITY DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR,
OR IN LIEU OF, THIS GLOBAL SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO
THE FOREGOING, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED ABOVE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS TO BE MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
CUSIP 911920AG1
Cert. No. ________ U.S. HOME CORPORATION $__________
Promises to pay to ____________________ or registered assigns the principal sum
of ______ ______________________________________________ on January 15, 2005.
Exhibit A-1
<PAGE> 7
7 3/4% SENIOR NOTE DUE 2005
Interest Payment Dates: January 15 and July 15
Regular Record Dates: January 1 and July 1
Dated: January 21, 1998
U.S. HOME CORPORATION
By:
-----------------------------------------
Name:
Title:
By:
-----------------------------------------
Name:
Title:
[Corporate Seal]
This Security is one of the
Securities of the series designated
herein referred to in the within
mentioned Indenture.
IBJ SCHRODER BANK &
TRUST COMPANY, as Trustee
By:
-----------------------------------------
Authorized Signatory
Exhibit A-2
<PAGE> 8
(REVERSE OF SECURITY)
U.S. HOME CORPORATION
7 3/4% SENIOR NOTE DUE 2005
1. Interest.
U.S. Home Corporation, a Delaware corporation (the "Company"), promises to
pay interest on the principal amount of this Security, which is one of the
Securities of the series designated under the Indenture as the "7 3/4% Senior
Notes due 2005" (the "Senior Notes"), at the rate per annum shown above. The
Company will pay interest semi-annually on January 15 and July 15 of each year
(each, an "Interest Payment Date"), commencing July 15, 1998. Interest on the
Senior Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from January 21, 1998. Interest will be
computed on the basis of actual days elapsed over a 365- or 366-day year.
2. Method of Payment.
The Company will pay interest on the Senior Notes (except defaulted
interest, which shall be payable in the manner provided in Section 3.07 of the
Indenture) to the Persons who are Holders of Securities at the close of business
on the January 1 or July 1 next preceding the Interest Payment Date (the
"Regular Record Date"). Holders must surrender Senior Notes to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. However, the Company may pay principal and interest by
its check payable in such money. It may mail, or cause to be mailed, an interest
check to a Holder's address set forth on the Security Register.
3. Paying Agent and Registrar.
Initially, IBJ Schroder Bank & Trust Company (the "Trustee") will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act as Paying Agent, Registrar or co-Registrar.
4. Indenture.
The Company issued the Senior Notes under an Indenture, dated August 28,
1997 (the "Indenture"), between the Company and the Trustee. The terms of the
Senior Notes include those stated in the Indenture, those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
ss.ss.77aaa-77bbbb), as in effect on the date of the Indenture and as may be
amended from time to time (the "TIA") , and those incorporated by reference into
the Indenture pursuant to an Officers' Certificate of the Company, dated January
21, 1998 (the "Officers' Certificate") delivered pursuant to Sections 2.01 and
3.01 of the Indenture. The Senior Notes are subject to and governed by all such
terms, and Holders are referred to the Indenture, the Officers' Certificate and
the TIA for a statement of them. Capitalized terms used in this Senior Note and
not otherwise defined herein shall have the meanings set forth in the Indenture
and the Officers' Certificate. The Senior Notes are general unsecured
obligations of the Company limited to the aggregate principal amount of
$100,000,000.
Exhibit A-3
<PAGE> 9
5. Optional Redemption.
The Company may redeem all or any portion of the Senior Notes at any time
and from time to time on and after January 15, 2003 at the following redemption
prices (expressed in percentages of the principal amount) together, in each
case, with accrued interest to the date of redemption:
If redeemed during the twelve month period beginning August 15,
Year Percentage
---- ----------
2003 101.29%
2004 and thereafter 100.00%
of the principal amount thereof.
6. Mandatory Redemption/Sinking Fund.
The Company shall not be obligated to make any mandatory sinking fund
payment or redemption of the Senior Notes.
7. Mandatory Repurchase Obligation.
Within 30 days after the occurrence of any Change of Control, the Company
will offer to purchase all Outstanding Senior Notes at a purchase price equal to
101 percent of the aggregate principal amount thereof, plus accrued and unpaid
interest to the Change of Control Payment Date.
Within 30 days after the date on which the aggregate amount of Excess
Proceeds (from an Asset Sale) equals at any time $10,000,000 or more, the
Company will offer to purchase the maximum principal amount of Senior Notes that
may be purchased out of the Excess Proceeds at a purchase price equal to 100
percent of the principal amount thereof, plus accrued and unpaid interest to the
Asset Sale Offer Date.
Within 30 days after the end of any two consecutive fiscal quarters during
which the Consolidated Tangible Net Worth of the Company is at any time and from
time to time less than $115,000,000, the Company will offer to purchase 10
percent of the original Outstanding principal amount of the Senior Notes at a
purchase price equal to 100 percent of the original principal amount thereof,
plus accrued and unpaid interest to the Net Worth Offer Date.
A Change of Control Offer or a Net Worth Offer will remain open for the
period specified in the Indenture. Promptly after the termination of a Change of
Control Offer or a Net Worth Offer, subject to the terms of the Indenture, the
Company will purchase and mail, or cause to be mailed, or deliver, or cause to
be delivered, payment for all Senior Notes tendered and accepted pursuant to
such Offer.
A Holder may tender in response to a Change of Control Offer or a Net
Worth Offer all or any portion of its Senior Notes at its discretion by
completing the form entitled "OPTION OF HOLDER TO ELECT PURCHASE"
Exhibit A-4
<PAGE> 10
appearing on the reverse of this Senior Note. Any portion of Senior Notes
tendered must be an integral multiple of $1,000.
8. Denominations, Transfer, Exchange.
The Senior Notes are issuable in registered form, without coupons, in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Senior Notes are exchangeable for a like
aggregate principal amount of Senior Notes of any authorized denomination, as
requested by the Holder surrendering the same, upon surrender of the Senior Note
to be exchanged at any office or agency where Senior Notes may be presented for
registration of transfer.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of Senior Notes is registrable in the Security Register
upon surrender of a Senior Note for registration of transfer at the Corporate
Trust Office of the Trustee in New York, New York, or at the office of any
Registrar hereafter designated by the Company for such purpose, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Registrar duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Senior Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
No service charge shall be made by the Company, the Trustee or the
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax, assessment or other
governmental charge payable in connection therewith (other than exchanges
pursuant to Section 3.04, 4.07 or 13.05 of the Indenture, not involving any
transfer).
9. Person Deemed Owner.
The Holder of a Senior Note may be treated as the owner of it for all
purposes.
10. Amendment, Waiver.
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders. The Indenture also
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations under the Indenture of the
Company and the rights of Holders at any time by the Company and the Trustee
with the consent of the Holders of a majority in principal amount of the Senior
Notes at the time Outstanding. The Indenture also contains provisions permitting
the Holders of a majority in principal amount of the Senior Notes at the time
Outstanding, on behalf of the Holders of all the Senior Notes, to waive
compliance by the Company with certain provisions of the Indenture. Any such
consent or waiver by the Holders shall be binding upon the Holder of this Senior
Note and upon all future Holders of this Senior Note and of any Senior Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Senior Note.
11. Successor Corporation.
Exhibit A-5
<PAGE> 11
When a successor corporation assumes all the obligations of its
predecessor under the Senior Notes and the Indenture, the predecessor
corporation will be released from those obligations.
12. Defaults and Remedies.
The following are Events of Default: (i) failure by the Company to pay
interest on any Senior Note when the same becomes due and payable and the
continuance of such failure for 30 days; (ii) failure by the Company to pay the
principal of any Senior Note when the same becomes due and payable at Maturity,
upon acceleration or otherwise; (iii) failure by the Company to comply with any
of its agreements or covenants in, or provisions of, the Senior Notes or the
Indenture (other than an agreement or covenant a default in whose performance or
whose breach is elsewhere in Section 8.01 of the Indenture or which has
expressly been included in the Indenture solely for the benefit of a series of
Securities other than the Senior Notes) and such failure continues for 60 days
after notice; (iv) acceleration of any Indebtedness (other than Non-Recourse
Indebtedness) of the Company or any of its Subsidiaries that has an outstanding
principal amount of $10,000,000 or more in the aggregate; provided that, in the
event any such acceleration is withdrawn or otherwise rescinded within a period
of five days after such acceleration by the holders of such Indebtedness, any
Event of Default pursuant to this clause (iv) will be deemed to be cured and any
acceleration under the Indenture will be deemed withdrawn or rescinded; (v)
failure by the Company or any of its Subsidiaries to make any principal or
interest payment in respect of Indebtedness (other than Non-Recourse
Indebtedness) of the Company or any of its Subsidiaries with an outstanding
aggregate amount of $10,000,000 or more within five days of such principal or
interest payment becoming due and payable (after giving effect to any applicable
grace period set forth in the documents governing such Indebtedness); (vi) a
final judgment or judgments that exceed $10,000,000 or more in the aggregate,
for the payment of money, having been entered by a court or courts of competent
jurisdiction against the Company or any of its Subsidiaries and such judgment or
judgments is not satisfied, stayed, annulled or rescinded within 60 days of
being entered; or (vii) certain events of bankruptcy, insolvency or
reorganization, involving the Company or a Material Subsidiary.
If an Event of Default with respect to the Senior Notes at the time
Outstanding (other than certain Events of Default arising out of certain events
of bankruptcy, insolvency or reorganization involving the Company or a Material
Subsidiary) occurs and is continuing, the Trustee (after receiving indemnities
from the Holders to its satisfaction) by notice to the Company, or the Holders
of at least 25 percent in aggregate principal amount of the Outstanding Senior
Notes by notice to the Company and the Trustee, may declare all Outstanding
Senior Notes to be due and payable immediately. Upon such declaration, the
amounts due and payable on the Senior Notes as determined in Section 8.02(b) of
the Indenture, will be due and payable immediately. If an Event of Default
arising out of certain events of bankruptcy, insolvency or reorganization
involving the Company or a Material Subsidiary occurs, such an amount will ipso
facto become and be immediately due and payable without any declaration, notice
or other act on the part of the Trustee and the Company or any Holder. The
Holders of a majority in aggregate principal amount of the Outstanding Senior
Notes by written notice to the Trustee and the Company may waive such Event of
Default, rescind an acceleration and its consequences (except an acceleration
due to nonpayment of principal or interest on the Senior Notes) if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived.
Subject to Sections 8.07 and 13.02 of the Indenture, the Holders of a
majority in aggregate principal amount of the Outstanding Senior Notes by notice
to the Trustee may waive an existing Default or Event of Default and its
consequences (including waivers obtained in connection with a tender offer or
exchange offer for Senior Notes),
Exhibit A-6
<PAGE> 12
except a continuing Default or Event of Default in the payment of the principal
of or interest on any Senior Note. Upon any such waiver, such Default will cease
to exist, and any Event of Default arising therefrom will be deemed to have been
cured for every purpose of the Indenture, but no such waiver will extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon.
13. Trustee Dealings with Company.
IBJ Schroder Bank & Trust Company, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of the Senior
Notes and may otherwise deal with the Company or any of its Affiliates with the
same rights it would have if it were not Trustee. Any Agent may do the same with
like rights. However, the Trustee is subject to Sections 9.10 and 9.11 of the
Indenture.
14. No Recourse Against Others.
A director, officer or employee of the Company, as such, shall have no
liability for any obligations of the Company under the Senior Notes or the
Indenture. Each Holder, by accepting a Senior Note, waives and releases all such
liability.
15. Authentication.
This Senior Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Senior Note.
16. Abbreviations.
Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder, upon written request and without
charge, a copy of the Indenture. Request may be made to:
U.S. Home Corporation
1800 West Loop South
Houston, Texas 77027
Attention: President
Exhibit A-7
<PAGE> 13
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert Social Security or Employer
Identification Number of Assignee
___________________________________________________________
- -
___________________________________________________________
__________________________________________________________________________
Please Print or Typewrite Name and Address
including Postal Zip Code of Assignee
__________________________________________________________________________
the within Senior Note and all rights thereunder, hereby irrevocably
constituting and appointing
_________________________________________________________________ attorney to
Transfer said Senior Note on the books of the Company, with full power of
substitution in the premises.
Dated: ___________________________ Signature ________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within note in every particular, without
alteration or enlargement or any change whatever.
Exhibit A-8
<PAGE> 14
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Senior Note purchased by the
Company pursuant to Section 6.11, 6.16 or 6.20 of the Indenture, check the box
below:
|_| Section 6.11 (Excess Proceeds Offer)
|_| Section 6.16 (Change of Control Offer)
|_| Section 6.20 (Net Worth Offer)
If you want to elect to have only part of the Senior Note purchased
by the Company pursuant to Section 6.11, 6.16 or 6.20 of the Indenture, as
applicable, state the principal amount you elect to have purchased: $_________.
Note: The amount you elect to have purchased must be an integral multiple of
$1,000.
Date:_______________ Your signature:_________________________________
(Sign exactly as your name appears
on the Senior Note)
Signature Guarantee:_________________________________
Exhibit A-9
<PAGE> 1
EXHIBIT 4.2
U.S. HOME CORPORATION
OFFICERS' CERTIFICATE - SENIOR NOTES
Pursuant to Sections 2.01 and 3.01 of the Indenture, dated August
28, 1997 (the "Indenture"), with respect to the 8.25% Senior Notes due 2004,
between U.S. Home Corporation, a Delaware corporation (the "Company"), and IBJ
Schroder Bank & Trust Company, as Trustee (the "Trustee"), each of the
undersigned, Robert J. Strudler and Thomas A. Napoli, Chairman of the Board and
Co-Chief Executive Officer, and Vice President-Corporate Finance and Treasurer
of the Company, respectively, hereby certify on behalf of the Company as
follows:
1. Capitalized terms used but not defined herein have the meanings
set forth in the Indenture.
2. The establishment of 8.25% Senior Notes due 2004 as a series of
Securities of the Company (the "Senior Notes") has been approved and
authorized in accordance with the provisions of the Indenture pursuant to
resolutions of the Board of Directors of the Company (a copy of which,
certified by an Assistant Secretary or the Secretary of the Company, is
delivered herewith) duly adopted on July 14, 1997, and resolutions of the
Pricing Committee of the Board of Directors of the Company (a copy of
which, certified by the Assistant Secretary or the Secretary of the
Company, is delivered herewith) duly adopted on August 25, 1997. Pursuant
to such resolutions and this Officers' Certificate, the terms set forth
below for the Senior Notes to be issued under the Indenture are authorized
and approved. The form of Senior Note attached hereto as Exhibit A has
been approved and authorized in accordance with the provisions of the
Indenture.
3. That he has read and is familiar with the provisions of Articles
2 and 3 of the Indenture relating to the establishment of a series of
Securities thereunder and the establishment of forms of Securities
representing a series of Securities thereunder and, in each case, the
definitions therein relating thereto; that he is generally familiar with
the other provisions of the Indenture and with the affairs of the Company
and its acts and proceedings and that the statements and opinions made by
him in this Officers' Certificate are based upon such familiarity; and
that, in his opinion, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or
not the conditions and covenants referred to above have been complied
with; and in his opinion, such conditions and covenants have been complied
with.
4. The terms of the series of Securities established pursuant to
this Officers' Certificate shall be as follows:
(a) Title. The title of the series of Securities established
hereby is the "8.25% Senior Notes due 2004."
<PAGE> 2
(b) Aggregate Principal Amount. The aggregate principal amount
of the Senior Notes which may be authenticated and delivered under
the Indenture (except for Senior Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of,
other Senior Notes pursuant to Section 3.04, 3.05, 3.06, 4.07 or
13.05 of the Indenture and except for any Senior Notes which,
pursuant to Section 3.03 of the Indenture, are deemed never to have
been authorized and delivered thereunder) is unlimited.
(c) Persons to Whom Interest Payable. Interest on the Senior
Notes shall be payable to the Person in whose name a Senior Note is
registered at the close of business (whether or not a Business Day)
on the Regular Record Date for such interest payment, except that
default interest shall be payable in the manner provided in Section
3.07 of the Indenture.
(d) Stated Maturity. The date on which the principal of the
Senior Notes shall be payable, unless accelerated pursuant to the
Indenture, is August 15, 2004.
(e) Rate of Interest; Interest Payment Dates; Regular Record
Dates.
(i) Rate of Interest. The principal amount of each of
the Senior Notes shall bear simple interest at the rate of
8.25% per annum. The date from which interest shall accrue for
each of the Senior Notes shall be August 28, 1997. Interest
shall be calculated on the basis of actual days elapsed over a
365- or 366- day year.
(ii) Interest Payment Dates. Interest on the Senior
Notes shall be payable semi-annually on February 15 and August
15 of each year, commencing on February 15, 1998.
If any Interest Payment Date or the Maturity of the
Senior Notes falls on a day that is not a Business Day, the
payment due on such Interest Payment Date or at Maturity will
be made on the following day that is a Business Day as if it
were made on the date such payment was due and no interest
shall accrue on the amount so payable for the period from and
after such Interest Payment Date or Maturity, as the case may
be.
(iii) Regular Record Dates. The Regular Record Dates for
interest payable on each February 15 and August 15 will be the
immediately preceding February 1 and August 1 (whether or not
a Business Day), respectively.
2
<PAGE> 3
(f) Place of Payment; Registration of Transfer and Exchange;
Notices to the Company.
(i) Place of Payment. Payment of the principal of and
interest on the Senior Notes will be made at the Corporate
Trust Office of the Trustee in New York, New York, and at any
other office or agency designated by the Company for such
purpose; provided, however, that at the option of the Company,
payment of interest due (other than at Maturity) may be made
by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register.
(ii) Registration of Exchange and Transfer. The Senior
Notes may be presented for exchange and registration of
transfer at the Corporate Trust Office of the Trustee in New
York, New York, or at the office of any Registrar hereafter
designated by the Company for such purpose.
(iii) Notices to Company. Notices and demands to or upon
the Company in respect of the Senior Notes and the Indenture
may be served at U.S. Home Corporation, 1800 West Loop South,
Houston, Texas 77027, Attention: President.
(g) Redemption. The Senior Notes are not redeemable at the
option of the Company.
(h) Mandatory Redemption/Sinking Fund. The Company shall not
be obligated to make any mandatory sinking fund payment or
redemption of the Senior Notes.
(i) Denominations. The Senior Notes shall be issuable in
denominations of $1,000 and any integral multiple thereof.
(j) Acceleration. The principal amount of the Senior Notes
shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 8.02 of the Indenture.
(k) Defeasance. The Senior Notes shall be defeasible as
provided in Article 11 of the Indenture.
(l) Global Securities; Depository. The Senior Notes shall be
issued in the form of one or more Global Securities and the
Depository for the Global Securities shall be The Depository Trust
Company, a New York corporation, and
3
<PAGE> 4
the Global Securities shall be registered in the name of Cede & Co.,
the nominee of the Depository.
(m) Registrar; Paying Agent. The Company hereby appoints the
Trustee as the initial Registrar and Paying Agent with respect to
the Senior Notes. The books of the Registrar for the Senior Notes
will be initially maintained at the Corporate Trust Office of the
Trustee.
(n) Events of Default. Section 8.01(a)(iii) of the Indenture
shall not be applicable to the Senior Notes.
4
<PAGE> 5
IN WITNESS WHEREOF, we have executed this Officers' Certificate on
behalf of the Company this 28 day of August, 1997.
U.S. HOME CORPORATION
By: /s/ Robert J. Strudler
-------------------------------------
Name: Robert J. Strudler
Title: Chairman of the Board and
Co-Chief Executive Officer
By: /s/ Thomas A. Napoli
-------------------------------------
Name: Thomas A. Napoli
Title: Vice President-Corporate
Finance and Treasurer
5
<PAGE> 6
EXHIBIT A
(FACE OF SECURITY)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY
AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUM STANCES. EVERY
SECURITY DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR,
OR IN LIEU OF, THIS GLOBAL SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO
THE FOREGOING, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED ABOVE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS TO BE MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
CUSIP 911920AE6
Cert. No. ________ U.S. HOME CORPORATION $__________
Promises to pay to ____________________ or registered assigns the principal sum
of ______ ______________________________________________ on August 15, 2004.
Exhibit A-1
<PAGE> 7
8.25% SENIOR NOTE DUE 2004
Interest Payment Dates: February 15 and August 15
Regular Record Dates: February 1 and August 1
Dated: August 28, 1997
U.S. HOME CORPORATION
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
[Corporate Seal]
This Security is one of the
Securities of the series designated
herein referred to in the within
mentioned Indenture.
IBJ SCHRODER BANK &
TRUST COMPANY, as Trustee
By:
----------------------------------
Authorized Signatory
Exhibit A-2
<PAGE> 8
(REVERSE OF SECURITY)
U.S. HOME CORPORATION
8.25% SENIOR NOTE DUE 2004
1. Interest.
U.S. Home Corporation, a Delaware corporation (the "Company"), promises to
pay interest on the principal amount of this Security, which is one of the
Securities of the series designated under the Indenture as the "8.25% Senior
Notes due 2004" (the "Senior Notes"), at the rate per annum shown above. The
Company will pay interest semi-annually on February 15 and August 15 of each
year (each, an "Interest Payment Date"), commencing February 15, 1998. Interest
on the Senior Notes will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from August 28, 1997. Interest will
be computed on the basis of actual days elapsed over a 365- or 366-day year.
2. Method of Payment.
The Company will pay interest on the Senior Notes (except defaulted
interest, which shall be payable in the manner provided in Section 3.07 of the
Indenture) to the Persons who are Holders of Securities at the close of business
on the February 1 or August 1 next preceding the Interest Payment Date (the
"Regular Record Date"). Holders must surrender Senior Notes to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. However, the Company may pay principal and interest by
its check payable in such money. It may mail, or cause to be mailed, an interest
check to a Holder's address set forth on the Security Register.
3. Paying Agent and Registrar.
Initially, IBJ Schroder Bank & Trust Company (the "Trustee") will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co- Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act as Paying Agent, Registrar or co-Registrar.
4. Indenture.
The Company issued the Senior Notes under an Indenture, dated August 28,
1997 (the "Indenture"), between the Company and the Trustee. The terms of the
Senior Notes include those stated in the Indenture, those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
ss.ss.77aaa-77bbbb), as in effect on the date of the Indenture and as may be
amended from time to time (the "TIA") , and those incorporated by reference into
the Indenture pursuant to an Officers' Certificate of the Company, dated
Exhibit A-3
<PAGE> 9
August 28, 1997 (the "Officers' Certificate") delivered pursuant to Sections
2.01 and 3.01 of the Indenture. The Senior Notes are subject to and governed by
all such terms, and Holders are referred to the Indenture, the Officers'
Certificate and the TIA for a statement of them. Capitalized terms used in this
Senior Note and not otherwise defined herein shall have the meanings set forth
in the Indenture and the Officers' Certificate. The Senior Notes are general
unsecured obligations of the Company limited to the aggregate principal amount
of $100,000,000.
5. Optional Redemption.
The Senior Notes are not redeemable at the option of the Company prior to
Maturity.
6. Mandatory Redemption/Sinking Fund.
The Company shall not be obligated to make any mandatory sinking fund
payment or redemption of the Senior Notes.
7. Mandatory Repurchase Obligation.
Within 30 days after the occurrence of any Change of Control, the Company
will offer to purchase all Outstanding Senior Notes at a purchase price equal to
101 percent of the aggregate principal amount thereof, plus accrued and unpaid
interest to the Change of Control Payment Date.
Within 30 days after the date on which the aggregate amount of Excess
Proceeds (from an Asset Sale) equals at any time $10,000,000 or more, the
Company will offer to purchase the maximum principal amount of Senior Notes that
may be purchased out of the Excess Proceeds at a purchase price equal to 100
percent of the principal amount thereof, plus accrued and unpaid interest to the
Asset Sale Offer Date.
Within 30 days after the end of any two consecutive fiscal quarters during
which the Consolidated Tangible Net Worth of the Company is at any time and from
time to time less than $115,000,000, the Company will offer to purchase 10
percent of the original Outstanding principal amount of the Senior Notes at a
purchase price equal to 100 percent of the original principal amount thereof,
plus accrued and unpaid interest to the Net Worth Offer Date.
A Change of Control Offer or a Net Worth Offer will remain open for the
period specified in the Indenture. Promptly after the termination of a Change of
Control Offer or a Net Worth Offer, subject to the terms of the Indenture, the
Company will purchase and mail, or cause to be mailed, or deliver, or cause to
be delivered, payment for all Senior Notes tendered and accepted pursuant to
such Offer.
Exhibit A-4
<PAGE> 10
A Holder may tender in response to a Change of Control Offer or a Net
Worth Offer all or any portion of its Senior Notes at its discretion by
completing the form entitled "OPTION OF HOLDER TO ELECT PURCHASE" appearing on
the reverse of this Senior Note. Any portion of Senior Notes tendered must be an
integral multiple of $1,000.
8. Denominations, Transfer, Exchange.
The Senior Notes are issuable in registered form, without coupons, in
denominations of $1,000 and any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Senior Notes are exchangeable for a like
aggregate principal amount of Senior Notes of any authorized denomination, as
requested by the Holder surrendering the same, upon surrender of the Senior Note
to be exchanged at any office or agency where Senior Notes may be presented for
registration of transfer.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of Senior Notes is registrable in the Security Register
upon surrender of a Senior Note for registration of transfer at the Corporate
Trust Office of the Trustee in New York, New York, or at the office of any
Registrar hereafter designated by the Company for such purpose, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Registrar duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Senior Notes, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
No service charge shall be made by the Company, the Trustee or the
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax, assessment or other
governmental charge payable in connection therewith (other than exchanges
pursuant to Section 3.04, 4.07 or 13.05 of the Indenture, not involving any
transfer).
9. Person Deemed Owner.
The Holder of a Senior Note may be treated as the owner of it for all
purposes.
10. Amendment, Waiver.
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders. The Indenture also
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations under the Indenture of the
Company and the rights of Holders at any time by the Company and the Trustee
with the consent of the Holders of a majority in principal amount of the Senior
Notes at the time Outstanding. The Indenture also contains provisions permitting
the Holders of a majority in principal amount of the Senior Notes at the time
Exhibit A-5
<PAGE> 11
Outstanding, on behalf of the Holders of all the Senior Notes, to waive
compliance by the Company with certain provisions of the Indenture. Any such
consent or waiver by the Holders shall be binding upon the Holder of this Senior
Note and upon all future Holders of this Senior Note and of any Senior Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Senior Note.
11. Successor Corporation.
When a successor corporation assumes all the obligations of its
predecessor under the Senior Notes and the Indenture, the predecessor
corporation will be released from those obligations.
12. Defaults and Remedies.
The following are Events of Default: (i) failure by the Company to pay
interest on any Senior Note when the same becomes due and payable and the
continuance of such failure for 30 days; (ii) failure by the Company to pay the
principal of any Senior Note when the same becomes due and payable at Maturity,
upon acceleration or otherwise; (iii) failure by the Company to comply with any
of its agreements or covenants in, or provisions of, the Senior Notes or the
Indenture (other than an agreement or covenant a default in whose performance or
whose breach is elsewhere in Section 8.01 of the Indenture or which has
expressly been included in the Indenture solely for the benefit of a series of
Securities other than the Senior Notes) and such failure continues for 60 days
after notice; (iv) acceleration of any Indebtedness (other than Non-Recourse
Indebtedness) of the Company or any of its Subsidiaries that has an outstanding
principal amount of $10,000,000 or more in the aggregate; provided that, in the
event any such acceleration is withdrawn or otherwise rescinded within a period
of five days after such acceleration by the holders of such Indebtedness, any
Event of Default pursuant to this clause (iv) will be deemed to be cured and any
acceleration under the Indenture will be deemed withdrawn or rescinded; (v)
failure by the Company or any of its Subsidiaries to make any principal or
interest payment in respect of Indebtedness (other than Non-Recourse
Indebtedness) of the Company or any of its Subsidiaries with an outstanding
aggregate amount of $10,000,000 or more within five days of such principal or
interest payment becoming due and payable (after giving effect to any applicable
grace period set forth in the documents governing such Indebtedness); (vi) a
final judgment or judgments that exceed $10,000,000 or more in the aggregate,
for the payment of money, having been entered by a court or courts of competent
jurisdiction against the Company or any of its Subsidiaries and such judgment or
judgments is not satisfied, stayed, annulled or rescinded within 60 days of
being entered; or (vii) certain events of bankruptcy, insolvency or
reorganization, involving the Company or a Material Subsidiary.
If an Event of Default with respect to the Senior Notes at the time
Outstanding (other than certain Events of Default arising out of certain events
of bankruptcy, insolvency or
Exhibit A-6
<PAGE> 12
reorganization involving the Company or a Material Subsidiary) occurs and is
continuing, the Trustee (after receiving indemnities from the Holders to its
satisfaction) by notice to the Company, or the Holders of at least 25 percent in
aggregate principal amount of the Outstanding Senior Notes by notice to the
Company and the Trustee, may declare all Outstanding Senior Notes to be due and
payable immediately. Upon such declaration, the amounts due and payable on the
Senior Notes as determined in Section 8.02(b) of the Indenture, will be due and
payable immediately. If an Event of Default arising out of certain events of
bankruptcy, insolvency or reorganization involving the Company or a Material
Subsidiary occurs, such an amount will ipso facto become and be immediately due
and payable without any declaration, notice or other act on the part of the
Trustee and the Company or any Holder. The Holders of a majority in aggregate
principal amount of the Outstanding Senior Notes by written notice to the
Trustee and the Company may waive such Event of Default, rescind an acceleration
and its consequences (except an acceleration due to nonpayment of principal or
interest on the Senior Notes) if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived.
Subject to Sections 8.07 and 13.02 of the Indenture, the Holders of a
majority in aggregate principal amount of the Outstanding Senior Notes by notice
to the Trustee may waive an existing Default or Event of Default and its
consequences (including waivers obtained in connection with a tender offer or
exchange offer for Senior Notes), except a continuing Default or Event of
Default in the payment of the principal of or interest on any Senior Note. Upon
any such waiver, such Default will cease to exist, and any Event of Default
arising therefrom will be deemed to have been cured for every purpose of the
Indenture, but no such waiver will extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.
13. Trustee Dealings with Company.
IBJ Schroder Bank & Trust Company, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of the Senior
Notes and may otherwise deal with the Company or any of its Affiliates with the
same rights it would have if it were not Trustee. Any Agent may do the same with
like rights. However, the Trustee is subject to Sections 9.10 and 9.11 of the
Indenture.
14. No Recourse Against Others.
A director, officer or employee of the Company, as such, shall have no
liability for any obligations of the Company under the Senior Notes or the
Indenture. Each Holder, by accepting a Senior Note, waives and releases all such
liability.
15. Authentication.
This Senior Note shall not be valid until the Trustee signs the
certificate of authentication on the other side of this Senior Note.
Exhibit A-7
<PAGE> 13
16. Abbreviations.
Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder, upon written request and without
charge, a copy of the Indenture. Request may be made to:
U.S. Home Corporation
1800 West Loop South
Houston, Texas 77027
Attention: President
Exhibit A-8
<PAGE> 14
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert Social Security or Employer
Identification Number of Assignee
___________________________________________________________
- -
___________________________________________________________
__________________________________________________________________________
Please Print or Typewrite Name and Address
including Postal Zip Code of Assignee
__________________________________________________________________________
the within Senior Note and all rights thereunder, hereby irrevocably
constituting and appointing
_________________________________________________________________ attorney to
Transfer said Senior Note on the books of the Company, with full power of
substitution in the premises.
Dated: ___________________________ Signature ________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within note in every particular, without
alteration or enlargement or any change whatever.
Exhibit A-9
<PAGE> 15
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Senior Note purchased by the
Company pursuant to Section 6.11, 6.16 or 6.20 of the Indenture, check the box
below:
|_| Section 6.11 (Excess Proceeds Offer)
|_| Section 6.16 (Change of Control Offer)
|_| Section 6.20 (Net Worth Offer)
If you want to elect to have only part of the Senior Note purchased
by the Company pursuant to Section 6.11, 6.16 or 6.20 of the Indenture, as
applicable, state the principal amount you elect to have purchased: $_________.
Note: The amount you elect to have purchased must be an integral multiple of
$1,000.
Date:_______________ Your signature:_______________________
(Sign exactly as your name appears
on the Senior Note)
Signature Guarantee:_________________________________
Exhibit A-10
<PAGE> 1
EXHIBIT 4.3
U.S. HOME CORPORATION
OFFICERS' CERTIFICATE-
SENIOR SUBORDINATED NOTES
Pursuant to Sections 2.01 and 3.01 of the Indenture, dated August
28, 1997 (the "Indenture"), between U.S. Home Corporation, a Delaware
corporation (the "Company"), and IBJ Schroder Bank & Trust Company, as Trustee
(the "Trustee"), each of the undersigned, Robert J. Strudler and Thomas A.
Napoli, the Chairman of the Board and Co-Chief Executive Officer, and Vice
President-Corporate Finance and Treasurer of the Company, respectively, hereby
certify on behalf of the Company as follows:
1. Capitalized terms used but not defined herein have the meanings
set forth in the Indenture.
2. The establishment of 8.88% Senior Subordinated Notes due 2007 as
a series of Securities of the Company (the "Senior Subordinated Notes")
has been approved and authorized in accordance with the provisions of the
Indenture pursuant to resolutions of the Board of Directors of the Company
(a copy of which, certified by an Assistant Secretary or the Secretary of
the Company, is delivered herewith) duly adopted on July 14, 1997, and
resolutions of the Pricing Committee of the Board of Directors of the
Company (a copy of which, certified by the Assistant Secretary or the
Secretary of the Company, is delivered herewith) duly adopted on August
25, 1997. Pursuant to such resolutions and this Officers' Certificate, the
terms set forth below for the Senior Subordinated Notes to be issued under
the Indenture are authorized and approved. The form of Senior Subordinated
Note attached hereto as Exhibit A has been approved and authorized in
accordance with the provisions of the Indenture.
3. That he has read and is familiar with the provisions of Articles
2 and 3 of the Indenture relating to the establishment of a series of
Securities thereunder and the establishment of forms of Securities
representing a series of Securities thereunder and, in each case, the
definitions therein relating thereto; that he is generally familiar with
the other provisions of the Indenture and with the affairs of the Company
and its acts and proceedings and that the statements and opinions made by
him in this Officers' Certificate are based upon such familiarity; and
that, in his opinion, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or
not the conditions and covenants referred to above have been
<PAGE> 2
complied with; and in his opinion, such conditions and covenants have been
complied with.
4. The terms of the series of Securities established pursuant to
this Officers' Certificate shall be as follows:
(a) Title. The title of the series of Securities established
hereby is the "8.88% Senior Subordinated Notes due 2007."
(b) Aggregate Principal Amount. The aggregate principal amount
of the Senior Subordinated Notes which may be authenticated and
delivered under the Indenture (except for Senior Subordinated Notes
authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Senior Subordinated Notes
pursuant to Section 3.04, 3.05, 3.06, 4.07 or 13.05 of the Indenture
and except for any Senior Subordinated Notes which, pursuant to
Section 3.03 of the Indenture, are deemed never to have been
authorized and delivered thereunder) is unlimited.
(c) Persons to Whom Interest Payable. Interest on the Senior
Subordinated Notes shall be payable to the Person in whose name a
Senior Subordinated Note is registered at the close of business
(whether or not a Business Day) on the Regular Record Date for such
interest payment, except that default interest shall be payable in
the manner provided in Section 3.07 of the Indenture.
(d) Stated Maturity. The date on which the principal of the
Senior Subordinated Notes shall be payable, unless accelerated
pursuant to the Indenture, is August 15, 2007.
(e) Rate of Interest; Interest Payment Dates; Regular Record
Dates.
(i) Rate of Interest. The principal amount of each of
the Senior Subordinated Notes shall bear simple interest at
the rate of 8.88% per annum. The date from which interest
shall accrue for each of the Senior Subordinated Notes shall
be August 28, 1997. Interest shall be calculated on the basis
of
2
<PAGE> 3
actual days elapsed over a 365- or 366-day year.
(ii) Interest Payment Dates. Interest on the Senior
Subordinated Notes shall be payable semi-annually on February
15 and August 15 of each year, commencing on
February 15, 1998.
If any Interest Payment Date or the Maturity of the
Senior Subordinated Notes falls on a day that is not a
Business Day, the payment due on such Interest Payment Date or
at Maturity will be made on the following day that is a
Business Day as if it were made on the date such payment was
due and no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date or
Maturity, as the case may be.
(iii) Regular Record Dates. The Regular Record Dates for
interest payable on each February 15 and August 15 will be the
immediately preceding February 1 and August 1 (whether or not
a Business Day), respectively.
(f) Place of Payment; Registration of Transfer and Exchange;
Notices to the Company.
(i) Place of Payment. Payment of the principal of and
interest on the Senior Subordinated Notes will be made at the
Corporate Trust Office of the Trustee in New York, New York,
and at any other office or agency designated by the Company
for such purpose; provided, however, that at the option of the
Company, payment of interest due (other than at Maturity) may
be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
3
<PAGE> 4
(ii) Registration of Exchange and Transfer. The Senior
Subordinated Notes may be presented for exchange and
registration of transfer at the Corporate Trust Office of the
Trustee in New York, New York, or at the office of any
Registrar hereafter designated by the Company for such
purpose.
(iii) Notices to Company. Notices and demands to or upon
the Company in respect of the Senior Subordinated Notes and
the Indenture may be served at U.S. Home Corporation, 1800
West Loop South, Houston, Texas 77027, Attention: President.
(g) Optional Redemption. The Company may redeem all or any
portion of the Senior Subordinated Notes at any time and from time
to time on and after August 15, 2002 at the following redemption
prices (expressed in percentages of the principal amount) together,
in each case, with accrued interest to the date of redemption:
If redeemed during the twelve month period beginning
August 15,
Year Percentage
---- ----------
2002 104.44%
2003 102.96%
2004 101.48%
2005 100.00%
and thereafter at 100 percent of the principal amount
thereof.
(h) Mandatory Redemption/Sinking Fund. The Company shall not
be obligated to make any mandatory sinking fund payment or
redemption of the Senior Subordinated Notes.
(i) Denominations. The Senior Subordinated Notes shall be
issuable in denominations of $1,000 and any integral multiple
thereof.
4
<PAGE> 5
(j) Acceleration. The principal amount of the Senior
Subordinated Notes shall be payable upon declaration of acceleration
of the Maturity thereof pursuant to Section 8.02 of the Indenture.
(k) Defeasance. The Senior Subordinated Notes shall be
defeasible as provided in Article 11 of the Indenture.
(l) Global Securities; Depository. The Senior Subordinated
Notes shall be issued in the form of one or more Global Securities
and the Depository for the Global Securities shall be The Depository
Trust Company, a New York corporation, and the Global Securities
shall be registered in the name of Cede & Co., the nominee of the
Depository.
(m) Registrar; Paying Agent. The Company hereby appoints the
Trustee as the initial Registrar and Paying Agent with respect to
the Senior Subordinated Notes. The books of the Registrar for the
Senior Subordinated Notes will be initially maintained at the
Corporate Trust Office of the Trustee.
(n) Events of Default. Section 8.01(a)(iii) of the Indenture
shall not be applicable to the Senior Subordinated Notes.
5
<PAGE> 6
IN WITNESS WHEREOF, we have executed this Officers' Certificate on
behalf of the Company this 28 day of August, 1997.
U.S. HOME CORPORATION
By: /s/ Robert J. Strudler
----------------------------
Name: Robert J. Strudler
Title: Chairman of the Board and
Co-Chief Executive Officer
By: /s/ Thomas A. Napoli
----------------------------
Name: Thomas A. Napoli
Title: Vice President-Corporate
Finance and Treasurer
6
<PAGE> 7
EXHIBIT A
(FACE OF SECURITY)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY
AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUM STANCES. EVERY
SECURITY DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR,
OR IN LIEU OF, THIS GLOBAL SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO
THE FOREGOING, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED ABOVE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS TO BE MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
CUSIP 911920AF3
Cert. No. ________ U.S. HOME CORPORATION $125,000,000
Promises to pay to _____________ or registered assigns the principal sum of
______________ __________________________________________ on August 15, 2007.
Exhibit A-1
<PAGE> 8
8.88% SENIOR SUBORDINATED NOTE DUE 2007
Interest Payment Dates: February 15 and August 15
Regular Record Dates: February 1 and August 1
Dated: August 28, 1997
U.S. HOME CORPORATION
By:
----------------------------
Name: Thomas A. Napoli
Title: Vice President - Corporate
Finance and Treasurer
By:
----------------------------
Name: Chester P. Sadowski
Title: Vice President-Controller
and Chief Accounting Officer
[Corporate Seal]
This Security is one of the
Securities of the series designated
herein referred to in the within
mentioned Indenture.
IBJ SCHRODER BANK &
TRUST COMPANY, as Trustee
By:
----------------------------
Authorized Signatory
Exhibit A-2
<PAGE> 9
(REVERSE OF SECURITY)
U.S. HOME CORPORATION
8.88% SENIOR SUBORDINATED NOTE DUE 2007
1. Interest.
U.S. Home Corporation, a Delaware corporation (the "Company"), promises to
pay interest on the principal amount of this Security, which is one of the
Securities of the series designated under the Indenture as the "8.88% Senior
Subordinated Notes due 2007" (the "Senior Subordinated Notes"), at the rate per
annum shown above. The Company will pay interest semi-annually on February 15
and August 15 of each year (each, an "Interest Payment Date"), commencing
February 15, 1998. Interest on the Senior Subordinated Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from August 28, 1997. Interest will be computed on the basis of actual
days elapsed over a 365- or 366-day year.
2. Method of Payment.
The Company will pay interest on the Senior Subordinated Notes (except
defaulted interest, which shall be payable in the manner provided in Section
3.07 of the Indenture) to the Persons who are Holders of Securities at the close
of business on the February 1 or August 1 next preceding the Interest Payment
Date (the "Regular Record Date"). Holders must surrender Senior Subordinated
Notes to a Paying Agent to collect principal payments. The Company will pay
principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts. However, the Company
may pay principal and interest by its check payable in such money. It may mail,
or cause to be mailed, an interest check to a Holder's address set forth on the
Security Register.
3. Paying Agent and Registrar.
Initially, IBJ Schroder Bank & Trust Company (the "Trustee") will act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-Registrar without notice to any Holder. The Company or any of its
Subsidiaries may act as Paying Agent, Registrar or co-Registrar.
4. Indenture.
The Company issued the Senior Subordinated Notes under an Indenture, dated
August 28, 1997 (the "Indenture"), between the Company and the Trustee. The
terms of the Senior Subordinated Notes include those stated in the Indenture,
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code ss.ss.77aaa-77bbbb), as in effect on the date of the Indenture and
as may be amended from time to time (the
Exhibit A-3
<PAGE> 10
"TIA"), and those incorporated by reference into the Indenture pursuant to an
Officers' Certificate of the Company, dated August 28, 1997 (the "Officers'
Certificate") delivered pursuant to Sections 2.01 and 3.01 of the Indenture. The
Senior Subordinated Notes are subject to and governed by all such terms, and
Holders are referred to the Indenture, the Officers' Certificate and the TIA for
a statement of them. Capitalized terms used in this Senior Subordinated Note and
not otherwise defined herein shall have the meanings set forth in the Indenture
and the Officers' Certificate. The Senior Subordinated Notes are general
unsecured obligations of the Company limited to the aggregate principal amount
of $125,000,000.
5. Optional Redemption.
The Company may redeem all or any portion of the Senior Subordinated Notes
at any time and from time to time on and after August 15, 2002 at the following
redemption prices (expressed in percentages of the principal amount) together,
in each case, with accrued interest to the date of redemption:
If redeemed during the twelve month period beginning August 15,
Year Percentage
---- ----------
2002 104.44%
2003 102.96%
2004 101.48%
2005 100.00%
and thereafter at 100 percent of the principal amount thereof.
6. Mandatory Redemption/Sinking Fund.
The Company shall not be obligated to make any mandatory sinking fund
payment or redemption of the Senior Subordinated Notes.
7. Mandatory Repurchase Obligation.
Within 30 days after the occurrence of any Change of Control, the Company
will offer to purchase all Outstanding Senior Subordinated Notes at a purchase
price equal to 101 percent of the aggregate principal amount thereof, plus
accrued and unpaid interest to the Change of Control Payment Date.
Within 30 days after the end of any two consecutive fiscal quarters during
which the Consolidated Tangible Net Worth of the Company is at any time and from
time to time less than $115,000,000, the Company will offer to purchase 10
percent of the original Outstanding principal amount of the Senior Subordinated
Notes at a purchase price equal to
Exhibit A-4
<PAGE> 11
100 percent of the original principal amount thereof, plus accrued and unpaid
interest to the Net Worth Offer Date.
A Change of Control Offer or a Net Worth Offer will remain open for the
period specified in the Indenture. Promptly after the termination of a Change of
Control Offer or a Net Worth Offer, subject to the terms of the Indenture, the
Company will purchase and mail, or cause to be mailed, or deliver, or cause to
be delivered, payment for all Senior Subordinated Notes tendered and accepted
pursuant to such Offer.
A Holder may tender in response to a Change of Control Offer or a Net
Worth Offer all or any portion of its Senior Subordinated Notes at its
discretion by completing the form entitled "OPTION OF HOLDER TO ELECT PURCHASE"
appearing on the reverse of this Senior Subordinated Note. Any portion of Senior
Subordinated Notes tendered must be an integral multiple of $1,000.
8. Denominations, Transfer, Exchange.
The Senior Subordinated Notes are issuable in registered form, without
coupons, in denominations of $1,000 and any amount in excess thereof which is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Senior Subordinated Notes are exchangeable for a
like aggregate principal amount of Senior Subordinated Notes of any authorized
denomination, as requested by the Holder surrendering the same, upon surrender
of the Senior Subordinated Note to be exchanged at any office or agency where
Senior Subordinated Notes may be presented for registration of transfer.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of Senior Subordinated Notes is registrable in the
Security Register upon surrender of a Senior Subordinated Note for registration
of transfer at the Corporate Trust Office of the Trustee in New York, New York,
or at the office of any Registrar hereafter designated by the Company for such
purpose, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Registrar duly executed by the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Senior Subordinated Notes, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
No service charge shall be made by the Company, the Trustee or the
Registrar for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax, assessment or other
governmental charge payable in connection therewith (other than exchanges
pursuant to Section 3.04, 4.07 or 13.05 of the Indenture, not involving any
transfer).
Exhibit A-5
<PAGE> 12
9. Subordination.
The Securities are subordinated in right of payment, in the manner and to
the extent set forth in the Indenture, to the prior payment in full of all
Senior Indebtedness. Each Holder by accepting a Security agrees to such
subordination and authorizes the Trustee to give it effect.
10. Person Deemed Owner.
The Holder of a Senior Subordinated Note may be treated as the owner of it
for all purposes.
11. Amendment, Waiver.
The Indenture permits, in certain circumstances therein specified, the
amendment thereof without the consent of the Holders. The Indenture also
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations under the Indenture of the
Company and the rights of Holders at any time by the Company and the Trustee
with the consent of the Holders of a majority in principal amount of the Senior
Subordinated Notes at the time Outstanding. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the
Senior Subordinated Notes at the time Outstanding, on behalf of the Holders of
all the Senior Subordinated Notes, to waive compliance by the Company with
certain provisions of the Indenture. Any such consent or waiver by the Holders
shall be binding upon the Holder of this Senior Subordinated Note and upon all
future Holders of this Senior Subordinated Note and of any Senior Subordinated
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Senior Subordinated Note.
12. Successor Corporation.
When a successor corporation assumes all the obligations of its
predecessor under the Senior Subordinated Notes and the Indenture, the
predecessor corporation will be released from those obligations.
13. Defaults and Remedies.
The following are Events of Default: (i) failure by the Company to pay
interest on any Senior Subordinated Note when the same becomes due and payable
and the continuance of such failure for 30 days; (ii) failure by the Company to
pay the principal of any Senior Subordinated Note when the same becomes due and
payable at Maturity, upon acceleration or otherwise; (iii) failure by the
Company to comply with any of its agreements or covenants in, or provisions of,
the Senior Subordinated Notes or the Indenture (other than an agreement or
covenant a default in whose performance or whose breach is elsewhere in
Exhibit A-6
<PAGE> 13
Section 8.01 of the Indenture or which has expressly been included in the
Indenture solely for the benefit of a series of Securities other than the Senior
Subordinated Notes) and such failure continues for 60 days after notice; (iv)
acceleration of any Indebtedness (other than Non-Recourse Indebtedness) of the
Company or any of its Subsidiaries that has an outstanding principal amount of
$10,000,000 or more in the aggregate; provided that, in the event any such
acceleration is withdrawn or otherwise rescinded within a period of five days
after such acceleration by the holders of such Indebtedness, any Event of
Default pursuant to this clause (iv) will be deemed to be cured and any
acceleration under the Indenture will be deemed withdrawn or rescinded; (v)
failure by the Company or any of its Subsidiaries to make any principal or
interest payment in respect of Indebtedness (other than Non-Recourse
Indebtedness) of the Company or any of its Subsidiaries with an outstanding
aggregate amount of $10,000,000 or more within five days of such principal or
interest payment becoming due and payable (after giving effect to any applicable
grace period set forth in the documents governing such Indebtedness); (vi) a
final judgment or judgments that exceed $10,000,000 or more in the aggregate,
for the payment of money, having been entered by a court or courts of competent
jurisdiction against the Company or any of its Subsidiaries and such judgment or
judgments is not satisfied, stayed, annulled or rescinded within 60 days of
being entered; or (vii) certain events of bankruptcy, insolvency or
reorganization, involving the Company or a Material Subsidiary.
If an Event of Default with respect to the Senior Subordinated Notes at
the time Outstanding (other than certain Events of Default arising out of
certain events of bankruptcy, insolvency or reorganization involving the Company
or a Material Subsidiary) occurs and is continuing, the Trustee (after receiving
indemnities from the Holders to its satisfaction) by notice to the Company, or
the Holders of at least 25 percent in aggregate principal amount of the
Outstanding Senior Subordinated Notes by notice to the Company and the Trustee,
may declare all Outstanding Senior Subordinated Notes to be due and payable
immediately. Upon such declaration, the amounts due and payable on the Senior
Subordinated Notes as determined in Section 8.02(b) of the Indenture, will be
due and payable immediately. If an Event of Default arising out of certain
events of bankruptcy, insolvency or reorganization involving the Company or a
Material Subsidiary occurs, such an amount will ipso facto become and be
immediately due and payable without any declaration, notice or other act on the
part of the Trustee and the Company or any Holder. The Holders of a majority in
aggregate principal amount of the Outstanding Senior Subordinated Notes by
written notice to the Trustee and the Company may waive such Event of Default,
rescind an acceleration and its consequences (except an acceleration due to
nonpayment of principal or interest on the Senior Subordinated Notes) if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived.
Subject to Sections 8.07 and 13.02 of the Indenture, the Holders of a
majority in aggregate principal amount of the Outstanding Senior Subordinated
Notes by notice to the Trustee may waive an existing Default or Event of Default
and its consequences (including waivers obtained in connection with a tender
offer or exchange offer for Senior
Exhibit A-7
<PAGE> 14
Subordinated Notes), except a continuing Default or Event of Default in the
payment of the principal of or interest on any Senior Subordinated Note. Upon
any such waiver, such Default will cease to exist, and any Event of Default
arising therefrom will be deemed to have been cured for every purpose of the
Indenture, but no such waiver will extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.
14. Trustee Dealings with Company.
IBJ Schroder Bank & Trust Company, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of the Senior
Subordinated Notes and may otherwise deal with the Company or any of its
Affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
9.10 and 9.11 of the Indenture.
15. No Recourse Against Others.
A director, officer or employee of the Company, as such, shall have no
liability for any obligations of the Company under the Senior Subordinated Notes
or the Indenture. Each Holder, by accepting a Senior Subordinated Note, waives
and releases all such liability.
16. Authentication.
This Senior Subordinated Note shall not be valid until the Trustee signs
the certificate of authentication on the other side of this Senior Subordinated
Note.
17. Abbreviations.
Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Holder, upon written request and without
charge, a copy of the Indenture. Request may be made to:
U.S. Home Corporation
1800 West Loop South
Houston, Texas 77027
Attention: President
Exhibit A-8
<PAGE> 15
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Please insert Social Security or Employer
Identification Number of Assignee
___________________________________________________________
- -
___________________________________________________________
__________________________________________________________________________
Please Print or Typewrite Name and Address
including Postal Zip Code of Assignee
__________________________________________________________________________
the within Senior Note and all rights thereunder, hereby irrevocably
constituting and appointing
_________________________________________________________________ attorney to
Transfer said Senior Note on the books of the Company, with full power of
substitution in the premises.
Dated: ___________________________ Signature ________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within note in every particular, without
alteration or enlargement or any change whatever.
Exhibit A-9
<PAGE> 16
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Senior Subordinated Note purchased
by the Company pursuant to Section 6.14 or 6.17 of the Indenture, check the box
below:
|_| Section 6.14 (Change of Control Offer)
|_| Section 6.17 (Net Worth Offer)
If you want to elect to have only part of the Senior Subordinated
Note purchased by the Company pursuant to Section 6.14 or 6.17 of the Indenture,
as applicable, state the principal amount you elect to have purchased:
$_________. Note: The amount you elect to have purchased must be an integral
multiple of $1,000.
Date:_______________ Your signature:_______________________
(Sign exactly as your name appears
on the Senior Subordinated Note)
Signature Guarantee:_________________________________
Exhibit A-10
<PAGE> 1
EXHIBIT 10
CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT
CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT ("Second
Amendment"), dated as of January 15, 1998, among U.S. HOME CORPORATION, a
Delaware corporation (the "Borrower"), the Lenders (the "Lenders") party to the
Credit Agreement (the "Credit Agreement"), dated as of May 28, 1997, among the
Borrower, such Lenders and THE FIRST NATIONAL BANK OF CHICAGO, as Agent (the
"Agent"), and the Agent, as amended by the Consent and First Amendment to Credit
Agreement, dated August 22, 1997.
RECITALS:
A. The Borrower, the Lenders and the Agent have previously entered
into the Credit Agreement.
B. The Borrower filed a Registration Statement on Form S-3 (the
"Shelf Registration Statement") with the Securities and Exchange Commission on
July 17, 1997. The prospectus which is a part of the Shelf Registration
Statement is a combined prospectus (together with any amendment or supplement
thereto, the "Prospectus"), which relates to $325,000,000 aggregate principal
amount of debt securities, $300,000,000 aggregate principal amount of which is
related to debt registered under the Shelf Registration Statement and
$25,000,000 aggregate principal amount of which is related to debt previously
registered under the Borrower's Registration Statement on Form S-3 declared
effective on February 8, 1996. On August 28, 1997, the Borrower issued
$225,000,000 aggregate principal amount of debt securities, of which
$100,000,000 aggregate principal amount were senior debt securities and
$125,000,000 aggregate principal amount were senior subordinated debt
securities.
C. The Borrower intends to issue senior debt securities (the "New
Senior Notes") under the Prospectus (the "Offering").
D. The Borrower intends to use the proceeds of the Offering to
redeem, repurchase, defease, acquire or otherwise retire, including payments of
premiums and expenses (the "Redemption"), the Borrower's 9 3/4% Senior Notes due
2003 (the "Senior Notes").
E. Pending application of such proceeds in the Redemption, the
Borrower may use such proceeds to pay outstanding Advances under the Credit
Agreement and to loan or advance such proceeds to U.S. Home Mortgage
Corporation, a wholly-owned subsidiary of the Borrower (the "Temporary Use of
Proceeds").
F. The parties hereto desire to amend the Credit Agreement.
<PAGE> 2
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto, intending to be legally
bound, agree as follows:
1. DEFINITIONS
In addition to the terms defined herein, capitalized terms used in
this Second Amendment shall have the respective meanings ascribed thereto in the
Credit Agreement.
2. CONSENT TO THE NEW SENIOR NOTES OFFERING
2.1 The Lenders hereby consent to the Offering if consummated prior
to March 31, 1998 by the Borrower of New Senior Notes to be issued under the
Prospectus, provided that (a) the aggregate principal amount of the New Senior
Notes shall not exceed $100,000,000 and (b) the proceeds of such Offering are
used as provided in Section 3 hereof.
2.2 The Lenders hereby consent to the Borrower's use of the proceeds
of such New Senior Notes to consummate the Redemption and, to the extent that
such proceeds have been used in the Temporary Use of Proceeds, to the use of
proceeds of the Advances to consummate the Redemption.
3. USE OF PROCEEDS OF DEBT OFFERING BY THE BORROWER
The Borrower hereby agrees to use the proceeds of the New Senior
Notes or Advances prior to July 31, 1998 in connection with the Redemption.
2
<PAGE> 3
4. MODIFICATIONS OF CERTAIN PROVISIONS OF CREDIT AGREEMENT
4.1 To the extent that the proceeds of the New Senior Notes or
Advances are used to redeem, repurchase, defease, acquire or otherwise retire
the Senior Notes prior to July 31, 1998, the New Senior Notes shall constitute
Refinancing Indebtedness with respect to the Senior Notes.
4.2 Until the earlier of July 31, 1998 or the consummation of the
Redemption, notwithstanding Section 8.6 or any other provision of the Credit
Agreement, the Borrower shall be permitted to engage in the Temporary Use of
Proceeds; provided, that the amount of proceeds loaned or advanced by the
Borrower to U.S. Home Mortgage Corporation pursuant to the Temporary Use of
Proceeds shall not exceed $20,000,000 at any time outstanding.
5. MISCELLANEOUS
5.1 This Second Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Second Amendment by signing any such
counterpart.
5.2 In all respects, including all matters of construction, validity
and performance, this Second Amendment shall be construed in accordance with the
internal laws (and not the laws of conflicts) of the State of Illinois, but
giving effect to federal laws applicable to national banks.
3
<PAGE> 4
IN WITNESS WHEREOF, this Second Amendment has been duly executed as
of the date first above written.
U.S. HOME CORPORATION
By: /s/ Thomas A. Napoli
----------------------------
Name: Thomas A. Napoli
Title: Vice President
LENDERS:
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By: /s/ Gregory A. Gilbert
----------------------------
Name: Gregory A. Gilbert
Title: Vice President
GUARANTY FEDERAL BANK, F.S.B.
By: /s/ Randall S. Reid
----------------------------
Name: Randall S. Reid
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Robert Ivonevich
----------------------------
Name: Robert Ivonevich
Title: Senior Vice President
BANK ONE, ARIZONA, NA
By: /s/ Louis W. Morano, Jr.
----------------------------
Name: Louis W. Morano, Jr.
Title: Assistant Vice President
4
<PAGE> 5
COMERICA BANK, a Michigan corporation
By: /s/ Leslie A. Bieke
----------------------------
Name: Leslie A. Bieke
Title: Account Representative
AMSOUTH BANK
By: /s/ Jerry E. Pate
----------------------------
Name: Jerry E. Pate
Title: Senior Vice President
5
<PAGE> 1
U.S. HOME CORPORATION AND SUBSIDIARIES EXHIBIT 12
COMPUTATION OF EARNINGS TO FIXED CHARGES
FOR THE FIVE YEARS ENDED DECEMBER 31, 1996
AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
<TABLE>
<CAPTION>
===============================================================
9 MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
===============================================================
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
COMPUTATION OF HISTORICAL RATIOS:
EARINGS--
NET INCOME (LOSS) FROM CONTINUING OPERATIONS $29,349 $ 78,606 $32,829 $36,920 $44,188 $31,514 $34,204
ADD:
PROVISION (BENEFIT) FOR INCOME TAXES OF U.S.
HOME CORPORATION -- (33,966) 19,697 22,152 11,713 18,114 20,087
FIXED CHARGES OF U.S. HOME CORPORATION:
INTEREST EXPENSE, NET 2,483 1,453 537 692 1,507 1,170 1,086
PREVIOUSLY CAPITALIZED INTEREST CHARGED
TO COST OF SALES 23,338 22,342 28,871 27,555 30,786 22,063 25,231
PORTION OF RENT EXPENSE REPRESENTATIVE OF THE
INTERST FACTOR 1,381 1,562 1,820 1,833 1,941 1,439 1,670
FIXED CHARGES OF JOINT VENTURES (PRINCIPALLY
INTEREST) 355 97 183 238 1,129 102 329
---------------------------------------------------------------
EARNINGS AS ADJUSTED $56,906 $ 70,094 $83,937 $89,390 $91,264 $74,402 $82,607
===============================================================
FIXED CHARGES, AS ADJUSTED, OF U.S. HOME CORPORATION:
TOTAL INTEREST PAID OR ACCRUED 15,693 23,373 31,357 32,687 34,991 26,023 29,134
PORTION OF RENT EXPENSE AS ABOVE 1,381 1,562 1,820 1,833 1,941 1,439 1,670
FIXED CHARGES OF JOINT VENTURES 376 239 227 269 472 354 424
---------------------------------------------------------------
17,450 25,174 33,404 34,789 37,404 27,816 31,228
===============================================================
RATIO OF EARNINGS TO FIXED CHARGES 3.261 2.784 2.513 2.569 2.440 2.675 2.645
===============================================================
</TABLE>
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 12, 1997
included in U.S. Home Corporation's Annual Report on Form 10-K for the year
ended December 31, 1996, and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
----------------------------
ARTHUR ANDERSEN LLP
Houston, Texas
January 15, 1998
