REGISTRATION RIGHTS AGREEMENT Dated as of August 12, 2004 Among LENNAR CORPORATION AND THE GUARANTORS NAMED HEREIN as Issuers, and CITIGROUP GLOBAL MARKETS INC., BANC OF AMERICA SECURITIES LLC CALYON SECURITIES (USA) INC. DEUTSCHE BANK SECURITIES INC....Registration Rights Agreement • December 10th, 2004 • Lennar Corp /New/ • General bldg contractors - residential bldgs • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 12, 2004, among LENNAR CORPORATION, a Delaware corporation (the “Company”), and the other entities that are listed on the signature pages hereof (collectively with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Notes (as hereinafter defined), the “Guarantors” and, together with the Company, the “Issuers”), and CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES LLC, CALYON SECURITIES (USA) INC., DEUTSCHE BANK SECURITIES INC., WACHOVIA CAPITAL MARKETS, LLC, BNP PARIBAS SECURITIES CORP., COMERICA SECURITIES, INC., GREENWICH CAPITAL MARKETS, INC. and SUNTRUST CAPITAL MARKETS, INC. (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”) for whom Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. are acting as representatives.
5.50% Senior Notes due 2014, Series A 5.50% Senior Notes due 2014, Series BIndenture • December 10th, 2004 • Lennar Corp /New/ • General bldg contractors - residential bldgs • New York
INDENTURE, dated as of August 12, 2004, between Lennar Corporation, a Delaware corporation (the “Company”), each of the Guarantors party hereto and J.P. Morgan Trust Company, as Trustee (the “Trustee”).
FORM OF EXCHANGE AGENT AGREEMENTExchange Agent Agreement • December 10th, 2004 • Lennar Corp /New/ • General bldg contractors - residential bldgs • New York
Lennar Corporation, a Delaware corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to $250,000,000 aggregate principal amount of its 5.50% Series B Senior Notes due 2014 (the “Exchange Notes”), for a like principal amount of its outstanding 5.50% Series A Senior Notes due 2014 (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.
