-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NVJhD4oFloNf2lzcuTrn3SmuT7q+ZJUpSty6M9eT/7Z47N60afDJkofmVm/nvWu3 AC+065LYNU4DQL5uzmE+DQ== 0000950123-98-000377.txt : 19980119 0000950123-98-000377.hdr.sgml : 19980119 ACCESSION NUMBER: 0000950123-98-000377 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19980115 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980116 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S HOME CORP /DE/ CENTRAL INDEX KEY: 0000101640 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 210718930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05899 FILM NUMBER: 98508669 BUSINESS ADDRESS: STREET 1: 1800 WEST LOOP SOUTH STREET 2: STE 1900 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7138772311 MAIL ADDRESS: STREET 1: PO BOX 2863 CITY: HOUSTON STATE: TX ZIP: 77252 FORMER COMPANY: FORMER CONFORMED NAME: UNITED STATES HOME & DEVELOPMENT CORP DATE OF NAME CHANGE: 19710713 8-K 1 U.S. HOME CORPORATION 1 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 -------------------- 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) 2 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 - ------- ----------------------- 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. 2 3 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 3 4 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. 4 EX-1 2 UNDERWRITING AGREEMENT 1 U.S. HOME CORPORATION 7 3/4% Senior Notes due 2005 UNDERWRITING AGREEMENT Dated January 15, 1998 2 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 3 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 2 4 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; 3 5 (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 4 6 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) 5 7 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 6 8 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; 7 9 (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; 8 10 (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 9 11 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); 10 12 (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 11 13 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 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 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 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 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 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 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 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 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 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 EX-4.1 3 FORM OF OFFICER'S CERTIFICATE 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: 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 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 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 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 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 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 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 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 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 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 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 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 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 EX-4.2 4 OFFICER'S CERTIFICATE 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." 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 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 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 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 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 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 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 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 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 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 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 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 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 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 EX-4.3 5 OFFICER'S CERTIFICATE 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 EX-10 6 CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT 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. 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 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 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 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 EX-12 7 COMPUTATION OF EARNINGS TO FIXED CHARGES 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
=============================================================== 9 MONTHS ENDED YEAR ENDED DECEMBER 31, SEPTEMBER 30, =============================================================== 1992 1993 1994 1995 1996 1996 1997 ---- ---- ---- ---- ---- ---- ---- 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 ===============================================================
EX-23 8 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT 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 -----END PRIVACY-ENHANCED MESSAGE-----