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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2003 • LNR Property Corp • Operators of apartment buildings • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 2, 2003, among LNR PROPERTY CORPORATION, a Delaware corporation (the “Issuer”), and CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE FIRST BOSTON LLC and BEAR, STEARNS & CO. INC. (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”).
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 • September 15th, 2003 • LNR Property Corp • Operators of apartment buildings • New York
INDENTURE, dated as of July 2, 2003, between LNR PROPERTY CORPORATION, a Delaware corporation (“LNR”), and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
LNR PROPERTY CORPORATION PURCHASE AGREEMENTPurchase Agreement • September 15th, 2003 • LNR Property Corp • Operators of apartment buildings • New York
LNR Property Corporation (“LNR”), a Delaware corporation, hereby confirms its agreement with Citigroup Global Markets Inc., Credit Suisse First Boston LLC and Bear, Stearns & Co. Inc. (each, an “Initial Purchaser” and collectively, the “Initial Purchasers”), as set forth below.
JOINT OWNERSHIP AGREEMENTJoint Ownership Agreement • September 15th, 2003 • LNR Property Corp • Operators of apartment buildings
This is an Agreement dated as of July 21, 2003 between Lennar Corporation, a Delaware corporation (“Lennar”), and LNR Property Corporation, a Delaware corporation (“LNR” and, together with Lennar, the “Owners”), regarding (a) the ownership and funding of NWHL Investment LLC (the “Company”), a Delaware limited liability company, (b) matters related to the acquisition by the Company of Newhall Land and Farming Company (“Newhall”), a California limited partnership, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of July 21, 2003 among Newhall, Lennar, LNR, the Company and NWHL Acquisition L.P. (“Acquisition”), a California limited partnership, and (c) relationships between the Owners and the Company after the Company acquires Newhall. The agreement between the Owners is as follows:
