0001047469-04-031191 Sample Contracts

August 29, 2004
Merger 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”).

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August 29, 2004
Capital 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”).

Stuart Miller 700 NW 107th Avenue Suite 400 Miami, Florida 33172
Merger Agreement • October 15th, 2004 • LNR Property Corp • Operators of apartment buildings • New York

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”).

MADELEINE L.L.C. 299 Park Avenue New York, New York 10171
Merger Agreement • October 15th, 2004 • LNR Property Corp • Operators of apartment buildings • New York

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”). Reference is also made to (i) that certain commitment letter (the “GS Commitment Letter”), dated the date hereof, from Goldman Sachs Mortgage Company committing to provide debt financing (the “GS Loan”) of up to $2.9 billion to finance the Acquisition and (ii) that certain commitment letter (the “DB Commitment Letter”), dated the date hereof, from Deutsche Bank AG to provide debt financing (the “DB Loan”) of up to $3.07 billion to finance the Acquisition.

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