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Exhibit 99.3
AMENDMENT TO
RIGHTS AGREEMENT
Amendment to Rights Agreement dated February 16, 2000, between
U.S. Home Corporation, a Delaware corporation (the "Company"), and First Chicago
Trust Company of New York, a New York corporation (the "Rights Agent").
RECITALS
A. The Company and the Rights Agent are parties to that
certain Rights Agreement, dated as of November 7, 1996, as amended (the "Rights
Agreement"). Unless the context otherwise requires, capitalized terms used but
not defined herein shall have the meanings set forth in the Rights Agreement.
B. Pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend the Rights
Agreement in accordance with the terms hereof.
C. All acts necessary to make this Amendment a valid and
binding agreement according to its terms have been done and performed; and
D. The execution and delivery of this Agreement by the Company
and the Rights Agent have been in all respects authorized by the Company and the
Rights Agent.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties, intending to be legally bound,
hereby agree as follows:
1. Section 1.1 is hereby amended and restated in its entirety
to read as follows:
"1.1 'Acquiring Person' shall mean any (i) Person (other
than an Institutional Stockholder) who or which,
together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 15% or more
of the shares of the Company's Common Stock then
outstanding or was such a Beneficial Owner at any
time after the date hereof, whether or not such
Person continues to be the Beneficial Owner of 15% or
more of the Company's then outstanding Common Stock,
or (ii) Institutional Stockholder who or which,
together with all Affiliates and Associates of such
Institutional Stockholder, shall be the Beneficial
Owner of 20% or more of the shares of the Company's
Common Stock then outstanding or was such a
Beneficial Owner at any time after the date hereof,
whether or not such
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Institutional Stockholder continues to be the
Beneficial Owner of 20% or more of the Company's then
outstanding Common Stock, but shall not include (a)
the Company, (b) any Subsidiary of the Company, (c)
any employee benefit plan of the Company or of any
Subsidiary of the Company, (d) any Person organized,
appointed or established by the Company for or
pursuant to the terms of any such plan or (e) Lennar
Corporation, a Delaware corporation, or any
wholly-owned subsidiary thereof (collectively,
"Lennar") from and after the Effective Time (as
defined in the Agreement and Plan of Merger, dated as
of February 16, 2000, among Lennar, a wholly-owned
subsidiary thereof and the Company (the "Merger
Agreement")) and prior to the Effective Time so long
as the Merger Agreement shall not have been
terminated in accordance with its terms; provided,
that "Acquiring Person" shall not include any Person
who becomes an Acquiring Person solely as a result of
a reduction in the number of shares of the Company's
Common Stock outstanding due to the repurchase of
shares of Common Stock by the Company, unless and
until such Person or an Affiliate or Associate
thereof shall purchase or otherwise become the
Beneficial Owner of additional shares of Common Stock
of the Company. Notwithstanding the foregoing, if the
Board of Directors determines in good faith that a
Person who would otherwise be an "Acquiring Person"
as defined pursuant to the foregoing provisions of
this Section 1.1, has become such inadvertently, and
such Person divests as promptly as practicable a
sufficient number of shares of the Company's Common
Stock so that such Person would no longer be an
"Acquiring Person," as defined pursuant to this
Section 1.1, then such Person shall not be deemed to
be an "Acquiring Person" for any purposes of this
Agreement."
2. Except as expressly amended hereby, the Rights Agreement
remains in full force and effect in accordance with its terms.
3. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware.
4. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed an
original, and all such counterparts shall together constitute but one and the
same instrument.
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5. Except as expressly set forth herein, this Amendment shall
not by implication or otherwise, alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the
Rights Agreement, all of which are ratified and affirmed in all respects and
shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to
Rights Agreement to be duly executed as of the day and year first above written.
U.S. HOME CORPORATION
By: /s/ XXXXXX X. XXXXXXXX
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Name: Xxxxxx X. Xxxxxxxx
Title: Chairman and Co-Chief Executive
Officer
FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ XXXXXX X'XXXXX
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Name: Xxxxxx X'Xxxxx
Title: Vice President
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