DESK REFERENCE SET AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 31, 1997 BETWEENCredit Agreement • March 2nd, 1998 • LNR Property Corp • Operators of apartment buildings • Texas
WITNESSETH:Voting Agreement • September 1st, 2004 • LNR Property Corp • Operators of apartment buildings • Delaware
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 18th, 1998 • LNR Property Corp • Operators of apartment buildings • Oregon
INDENTUREIndenture • April 11th, 2003 • LNR Property Corp • Operators of apartment buildings • New York
EXHIBIT 10.5 REVOLVING CREDIT AGREEMENT DATED AS OF DECEMBER 5, 1997Revolving Credit Agreement • March 2nd, 1998 • LNR Property Corp • Operators of apartment buildings • Illinois
EXECUTION VERSION Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT Dated as of March 5, 2003 by and between LNR PROPERTY CORPORATION as the Company,Registration Rights Agreement • April 11th, 2003 • LNR Property Corp • Operators of apartment buildings • New York
Exhibit 1.1 LNR PROPERTY CORPORATION 9 3/8% Senior Subordinated Notes due 2008 PURCHASE AGREEMENT ------------------Purchase Agreement • April 13th, 1998 • LNR Property Corp • Operators of apartment buildings • New York
October 15, 2003 DEUTSCHE BANK SECURITIES INC. CITIGROUP GLOBAL MARKETS INC. BANC OF AMERICA SECURITIES LLC FLEET SECURITIES, INC. c/o Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Ladies and Gentlemen: LNR Property Corporation...Purchase Agreement • February 27th, 2004 • LNR Property Corp • Operators of apartment buildings • New York
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1 (f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13G)...Joint Filing Agreement • July 10th, 2002 • LNR Property Corp • Operators of apartment buildings
EXHIBIT 10.13Credit Agreement • February 28th, 2000 • LNR Property Corp • Operators of apartment buildings • New York
EXHIBIT 99.7 FORM OF EXCHANGE AGENT AGREEMENT EXCHANGE AGENT AGREEMENT U.S. Bank Trust National Association Dear : LNR Property Corporation, a Delaware corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to...Exchange Agent Agreement • February 27th, 2004 • LNR Property Corp • Operators of apartment buildings • New York
BetweenRegistration Rights Agreement • February 27th, 2004 • LNR Property Corp • Operators of apartment buildings • New York
DATED AS OF FEBRUARY 12, 2003 Among: BEAR STEARNS COMMERCIAL MORTGAGE, INC., BEAR, STEARNS FUNDING, INC. and DSHI BEEBE, INC. 1. APPLICABILITY From time to time the parties hereto may enter into transactions in which Seller agrees to transfer to Buyer...Master Repurchase Agreement • April 14th, 2003 • LNR Property Corp • Operators of apartment buildings • New York
2- 3 individually or in the aggregate, have a material adverse effect on the condition, financial or otherwise, of the Company and the Subsidiaries taken as a whole or the business, management, properties, assets, rights, operations or prospects of...Underwriting Agreement • January 25th, 1999 • LNR Property Corp • Operators of apartment buildings • New York
as Issuer andIndenture • February 27th, 2004 • LNR Property Corp • Operators of apartment buildings • New York
AS LENDERCredit Agreement • March 1st, 1999 • LNR Property Corp • Operators of apartment buildings • New York
EXHIBIT 10.10 REVOLVING CREDIT AGREEMENT dated as of November 6, 1997, by and between LENNAR CAPITAL SERVICES, INC. (the Borrower)Revolving Credit Agreement • March 2nd, 1998 • LNR Property Corp • Operators of apartment buildings • New York
LNR PROPERTY CORPORATION $50,000,000 7.25% SENIOR SUBORDINATED NOTES DUE 2013Purchase Agreement • February 27th, 2004 • LNR Property Corp • Operators of apartment buildings • New York
as Issuer andIndenture • April 13th, 1998 • LNR Property Corp • Operators of apartment buildings • New York
FORM OF EXCHANGE AGENT AGREEMENTExchange Agent Agreement • September 15th, 2003 • LNR Property Corp • Operators of apartment buildings • New York
LNR Property Corporation, a Delaware corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to $350,000,000 aggregate principal amount of its 7.625% Series B Senior Subordinated Notes due 2013 (the “Exchange Notes”), for a like principal amount of its outstanding 7.625% Series A Senior Subordinated Notes due 2013 (the “Private Notes”). The terms and conditions of the Exchange Offer are set forth in a prospectus (the “Prospectus”) included in the Company’s registration statement on form S-4 (File No. 333- ) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), proposed to be distributed to all record holders of the Private Notes. The Private Notes and the Exchange Notes are collectively referred to herein as the “Notes.” Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospectus.
Exhibit 10.3 SHARED FACILITIES AGREEMENT BETWEEN LNR PROPERTY CORPORATION AND LENNAR CORPORATION This Shared Facilities Agreement is made as of the 27th day of October, 1997, by and between Lennar Corporation, a Delaware corporation ("Lennar"), and...Shared Facilities Agreement • March 2nd, 1998 • LNR Property Corp • Operators of apartment buildings • Delaware
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • July 15th, 2004 • LNR Property Corp • Operators of apartment buildings • Florida
CHANGE IN CONTROL AGREEMENT made and entered into as of the 22nd day of April, 2004 by and between LNR Property Corporation, a Delaware corporation (the “Company”), and Mark A. Griffith (the “Executive”).
as Issuer andFirst Supplemental Indenture • January 25th, 1999 • LNR Property Corp • Operators of apartment buildings • New York
REGISTRATION RIGHTS AGREEMENT Dated as of October 29, 2003 Between LNR PROPERTY CORPORATION as Issuer, and DEUTSCHE BANK SECURITIES INC. as Initial PurchaserRegistration Rights Agreement • February 27th, 2004 • LNR Property Corp • Operators of apartment buildings • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 29, 2003, between LNR PROPERTY CORPORATION, a Delaware corporation (the “Issuer”), and DEUTSCHE BANK SECURITIES INC., (the “Initial Purchaser”).
1 EXHIBIT 99.3 April , 1998 EXCHANGE AGENT AGREEMENT U.S. Bank Trust National Association Corporate Trust Department 100 Wall Street New York, New York 10005 Attention: Carlos Luciano Dear Mr. Luciano: LNR Property Corporation, a Delaware corporation...Exchange Agent Agreement • April 13th, 1998 • LNR Property Corp • Operators of apartment buildings
August 29, 2004Merger Agreement • October 15th, 2004 • LNR Property Corp • Operators of apartment buildings
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 29, 2004, by and among LNR Property Corporation (the “Company”), Riley Property Holdings LLC (“Parent”) and Riley Acquisition Sub Corp. (“Acquisition Sub”) providing for the acquisition of all of the outstanding stock of the Company (the “Acquisition”).
AGREEMENT AND PLAN OF MERGER by and among THE NEWHALL LAND AND FARMING COMPANY, LENNAR CORPORATION, LNR PROPERTY CORPORATION, NWHL INVESTMENT LLC, and NWHL ACQUISITION, L.P. Dated as of July 21, 2003Merger Agreement • September 15th, 2003 • LNR Property Corp • Operators of apartment buildings • California
AGREEMENT AND PLAN OF MERGER, dated as of July 21, 2003 (this “Agreement”), by and among The Newhall Land and Farming Company, a California limited partnership (the “Company”), Lennar Corporation, a Delaware corporation, and LNR Property Corporation, a Delaware corporation (collectively, “Lima”), NWHL Investment LLC, a Delaware limited liability company, a directly or indirectly owned subsidiary of Lima (“Parent”), and NWHL Acquisition, L.P., a California limited partnership (“Acquisition”).
LNR PROPERTY CORPORATION as Issuer and U.S. BANK TRUST NATIONAL ASSOCIATION as TrusteeIndenture • February 27th, 2004 • LNR Property Corp • Operators of apartment buildings • New York
INDENTURE, dated as of October 29, 2003, between LNR PROPERTY CORPORATION, a Delaware corporation (“LNR”), and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
PARENT COMPANY GUARANTYParent Company Guaranty • February 27th, 2004 • LNR Property Corp • Operators of apartment buildings • New York
THIS PARENT COMPANY GUARANTY (this “Guaranty”) is made as of January 27, 2004 by Lennar Corporation, a Delaware corporation, and LNR Property Corporation, a Delaware corporation (collectively, the “Guarantors”) in favor of the Administrative Agent, for the benefit of the Lenders under the Credit Agreement referred to below.
EXTENSION AGREEMENTExtension Agreement • February 27th, 2004 • LNR Property Corp • Operators of apartment buildings
This is an agreement dated as of August 26, 2003 between Lennar Corporation (“Lennar”), a Delaware corporation, and LNR Property Corporation (“LNR”), a Delaware corporation, formerly named LPC, Inc., extending the provisions of Paragraphs 4.1 and 4.2 of the Separation and Distribution Agreement (the “Separation Agreement”) dated June 10, 1997 between Lennar and LNR, as amended on October 31, 1997.
August 29, 2004Capital Contribution Agreement • October 15th, 2004 • LNR Property Corp • Operators of apartment buildings
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 29, 2004, by and among LNR Property Corporation (the “Company”), Riley Property Holdings LLC (“Parent”) and Riley Acquisition Sub Corp. (“Acquisition Sub”) providing for the acquisition of all of the outstanding stock of the Company (the “Acquisition”).
THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 27, 2002 AMONG LNR PROPERTY CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, THE LENDERS NAMED THEREIN, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, GUARANTY BANK, AS...Revolving Credit Agreement • February 27th, 2003 • LNR Property Corp • Operators of apartment buildings • Illinois
This THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is entered into as of November 27, 2002, by and among LNR PROPERTY CORPORATION, a Delaware corporation having its principal place of business at 760 N.W. 107th Avenue, Miami, Florida 33172 (“LNR”), the Subsidiaries of LNR identified on Schedule I (LNR and said Subsidiaries being referred to herein jointly and severally as “Borrower”), the Lenders (as hereinafter defined), BANK OF AMERICA, N.A., a national banking association (“Bank of America”) as administrative agent (“Agent” or “Administrative Agent”) for the Lenders, GUARANTY BANK, as syndication agent (“Syndication Agent”) for the Lenders, and FLEET NATIONAL BANK and U.S. BANK, NATIONAL ASSOCIATION, as co-documentation agents (“Documentation Agents”) for the Lenders.
AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS by and between THE NEWHALL LAND AND FARMING COMPANY (A California Limited Partnership), as Seller, and LNR ROOSEVELT RACEWAY, INC., a New York corporation, 3445 CAUSEWAY BOULEVARD LIMITED...Purchase and Sale Agreement • April 14th, 2004 • LNR Property Corp • Operators of apartment buildings • California
THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of the 27th day of January, 2004 by and between THE NEWHALL LAND AND FARMING COMPANY (A California Limited Partnership) (“Seller”), and each of the following entities (each of which entities are sometimes individually referred to hereinafter as a “Buyer”, and collectively, as “Buyers”): LNR ROOSEVELT RACEWAY, INC., a New York corporation (“Raceway Buyer”), 3445 CAUSEWAY BOULEVARD LIMITED PARTNERSHIP, a Delaware limited partnership (“Causeway Buyer”), LNR QUINCY CROSSING, LLC, a Delaware limited liability company (“Quincy Buyer”), LNR VALENCIA TOWN CENTER HOLDINGS, INC., a California corporation (“VTC Holdings Buyer“), and LNR VALENCIA HOTEL HOLDINGS, LLC, a California limited liability company (“Hotel Holdings Buyer”).
CREDIT AGREEMENT Dated as of February 6, 2004 Between LNR DB FACILITY MORTGAGES, INC., as Borrower, and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as LenderCredit Agreement • April 14th, 2004 • LNR Property Corp • Operators of apartment buildings • New York
CREDIT AGREEMENT (“Agreement”), dated as of February 6, 2004, between LNR DB FACILITY MORTGAGES, INC., a Delaware corporation (“Borrower”) and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a banking institution (together with its successors and assigns, “Lender”).
ANNEX I-AMaster Repurchase Agreement • July 15th, 2002 • LNR Property Corp • Operators of apartment buildings
