Exhibit 4.3


 


SENIOR NOTES A/B EXCHANGE


 


REGISTRATION RIGHTS AGREEMENT


 


 


Dated as of November 30, 2004


 


by and among


 


 


K. Hovnanian Enterprises, Inc.


 


Hovnanian Enterprises, Inc.


 


And Certain of its Subsidiaries


 


 


and


 


 


CREDIT SUISSE FIRST BOSTON LLC

CITIGROUP GLOBAL MARKETS INC.

UBS SECURITIES LLC

WACHOVIA CAPITAL MARKETS, LLC


 





















 


This
Registration Rights Agreement (this “Agreement”) is
made and entered into as of November 30, 2004 by and among K. Hovnanian
Enterprises, Inc., a California corporation (the “Company”),
Hovnanian Enterprises, Inc., a Delaware corporation (“Hovnanian”),
and certain subsidiary guarantors of Hovnanian party hereto (together with
Hovnanian, the “Guarantors”) and Credit Suisse
First Boston LLC, Citigroup Global Markets Inc., UBS Securities LLC and
Wachovia Capital Markets, LLC, as Representatives of the several initial
purchasers listed in Schedule B to the Purchase Agreement (as defined below)
(each an “Initial Purchaser” and, collectively,
the “Initial Purchasers”), each of whom has
agreed to purchase the Company’s 61⁄4% Series A Senior Notes due 2015 (the “Senior A Notes”) pursuant to the Purchase Agreement.


 


This Agreement
is made pursuant to the Purchase Agreement, dated November 15, 2004 (the “Purchase Agreement”), by and among the Company, the
Guarantors party thereto and the Initial Purchasers.  In order to induce the Initial Purchasers to
purchase the Senior A Notes, the Company has agreed to provide the registration
rights set forth in this Agreement.  The
execution and delivery of this Agreement is a condition to the obligations of
the Initial Purchasers set forth in Section 9 of the Purchase Agreement.  Capitalized terms used herein and not
otherwise defined shall have the meaning assigned to them in the Senior
Indenture, dated November 30, 2004, among the Company, the Guarantors and
Wachovia Bank, National Association, as trustee (the “Senior Trustee”),
relating to the Senior A Notes and the Senior B Notes (as defined below) (the “Senior Indenture”).


 


The parties
hereby agree as follows:


 


SECTION 1.  DEFINITIONS


 


As used in
this Agreement, the following capitalized terms shall have the following
meanings:


 


Act:  The Securities Act of 1933, as amended.


 


Affiliate:  As defined in Rule 144 of the Act.


 


Broker-Dealer:  Any broker or dealer registered under the
Exchange Act.


 


Certificated
Securities: 
Certificated Notes, as defined in the Senior Indenture.


 


Closing
Date:  The date
hereof.


 


Commission:  The Securities and Exchange Commission.


 


Consummate:  An Exchange Offer shall be deemed “Consummated”
for purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness


 


1





















 


under the Act of the Exchange
Offer Registration Statement relating to the Senior B Notes to be issued in the
Exchange Offer, (b) the maintenance of such Exchange Offer Registration
Statement as continuously effective and the keeping of the Exchange Offer open
for a period not less than the period required pursuant to Section 3(b) hereof
and (c) the delivery by the Company to the Senior Trustee under the Senior
Indenture of Senior B Notes in the same aggregate principal amount as the
aggregate principal amount of Senior A Notes tendered by Holders thereof
pursuant to the Exchange Offer.


 


Consummation
Deadline:  As
defined in Section 3(b) hereof.


 


Effectiveness
Deadline:  As
defined in Sections 3(a) or 4(a) hereof, as applicable.


 


Exchange
Act:  The
Securities Exchange Act of 1934, as amended.


 


Exchange
Offer:  The
exchange and issuance by the Company of a principal amount of Senior B Notes
(which shall be registered pursuant to the Exchange Offer Registration
Statement) equal to the outstanding principal amount of Senior A Notes that are
tendered by Holders in connection with such exchange and issuance.


 


Exchange
Offer Registration Statement:  The Registration Statement relating to the
Exchange Offer, including the related Prospectus.


 


Filing
Deadline:  As
defined in Sections 3(a) or 4(a) hereof, as applicable.


 


Holders:  As defined in Section 2 hereof.


 


Participating
Broker-Dealer: 
As defined in Section 3(c) hereof.


 


Prospectus:  The prospectus included in a Registration
Statement at the time such Registration Statement is declared effective, as
amended or supplemented by any prospectus supplement and by all other
amendments thereto, including post-effective amendments, and all material
incorporated by reference into such Prospectus.


 


Recommencement
Date:  As
defined in Section 6(d) hereof.


 


Registration
Default:  As
defined in Section 5 hereof.


 


Registration
Statement:  The
Exchange Offer Registration Statement or the Shelf Registration Statement, as
applicable, and, in each case, including the Prospectus and exhibits included
therein.


 


Regulation
S:  Regulation S
promulgated under the Act.


 


2





















 


Rule 144:  Rule 144 promulgated under the Act.


 


Selling
Holders:  As
defined in Section 6(c)(xi).


 


Senior B
Notes:  The
Company’s 61⁄4% Series B Senior Notes due 2015 to be issued under the Senior
Indenture:  (i) in the Exchange Offer or
(ii) as contemplated by Section 4 hereof.


 


Shelf
Registration Statement:  As defined in Section 4(a) hereof.


 


Shelf
Underwriters: 
As defined in Section 6(c)(xi)(A)(1).


 


Suspension
Notice:  As
defined in Section 6(d) hereof.


 


TIA:  The Trust Indenture Act of 1939 (15 U.S.C.
Section 77aaa-77bbbb) as in effect on the date of the Senior Indenture.


 


Transfer
Restricted Securities: 
Each Senior A Note, until the earliest to occur of (a) the date on which
such Senior A Note is exchanged in the Exchange Offer for a Senior B Note which
is entitled to be resold to the public by the Holder thereof without complying
with the prospectus delivery requirements of the Act, (b) the date on which
such Senior A Note has been disposed of in accordance with a Shelf Registration
Statement (and the purchasers thereof have been issued Senior B Notes) or (c)
the date on which such Senior A Note is distributed to the public pursuant to
Rule 144 or Regulation S under the Act (and purchasers thereof have been issued
Senior B Notes) and each Senior B Note issued to a Broker Dealer until the date
on which such Senior B Note is disposed of by such Broker-Dealer pursuant to
the “Plan of Distribution” contemplated by the Exchange Offer Registration
Statement (including the delivery of the Prospectus contained therein).


 


SECTION 2.  HOLDERS


 


A person is
deemed to be a holder of Transfer Restricted Securities (a “Holder”) whenever such person owns Transfer Restricted
Securities.


 


SECTION 3.  REGISTERED EXCHANGE OFFER


 


(a)                                  Unless
the Exchange Offer shall not be permitted by applicable federal law (after the
procedures set forth in Section 6(a)(i) below have been complied with), the
Company and the Guarantors shall (i) cause the Exchange Offer Registration
Statement to be filed with the Commission as soon as practicable after the
Closing Date, but in no event later than 90 days after the Closing Date (such
90th day being the “Filing Deadline”),
(ii) use their reasonable best efforts to cause such Exchange Offer
Registration Statement to become effective at the earliest possible time, but
in no event later than 150 days after the Closing Date (such 150th day being
the “Effectiveness Deadline”),


 


3





















 


(iii) in
connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective, (B) file, if applicable, a post-effective amendment to
such Exchange Offer Registration Statement pursuant to Rule 430A under the Act
and (C) cause all necessary filings, if any, in connection with the
registration and qualification of the Senior B Notes to be made under the Blue
Sky laws of such jurisdictions as are necessary to permit Consummation of the
Exchange Offer, provided, however,
that neither the Company nor any Guarantor shall be required to register or
qualify as a foreign corporation or other entity, as applicable, where it is
not now so qualified or to take any action that would subject it to the service
of process in suits or to taxation, other than as to matters and transactions
relating to the Registration Statement, in any jurisdiction where it is not now
so subject; (iv) upon the effectiveness of such Exchange Offer Registration
Statement, commence and Consummate the Exchange Offer.  The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Senior B Notes to be
offered in exchange for the Senior A Notes that are Transfer Restricted
Securities and (ii) resales of Senior B Notes by Broker-Dealers that tendered
into the Exchange Offer Senior A Notes that such Broker-Dealer acquired for its
own account as a result of market making activities or other trading activities
(other than Senior A Notes acquired directly from the Company, the Guarantors
or any of their Affiliates) as contemplated by Section 3(c) below.


 


(b)                                 The
Company and the Guarantors shall use their respective reasonable best efforts
to cause the Exchange Offer Registration Statement to be effective continuously
for the period specified in Section 3(c) below and shall keep the Exchange
Offer open for a period of not less than the minimum period required under
applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that
in no event shall such period be less than 20 Business Days.  The Company and the Guarantors shall cause
the Exchange Offer to comply with all applicable federal and state securities
laws.  No securities other than the
Senior B Notes and the guarantees thereof shall be included in the Exchange
Offer Registration Statement.  The
Company and the Guarantors shall use their reasonable best efforts to cause the
Exchange Offer to be Consummated on or prior to 30 Business Days after the
Exchange Offer Registration Statement has become effective, but in no event
later than 40 Business Days thereafter (such 40th day being the “Consummation Deadline”).


 


(c)                                  The
Company shall include a “Plan of Distribution” section in the Prospectus
contained in the Exchange Offer Registration Statement and indicate therein
that any Broker-Dealer who holds Transfer Restricted Securities that were
acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Senior A Notes acquired
directly from the Company, the Guarantors or any of their Affiliates) (a “Participating Broker-Dealer”) may exchange such Transfer
Restricted Securities pursuant to the Exchange Offer.  Such “Plan of Distribution” section shall
also contain all other information with respect to such sales by such
Participating Broker-Dealers


 


4





















 


that the Commission may require
in order to permit such sales pursuant thereto, but such “Plan of Distribution”
shall not name any such Participating Broker-Dealer or disclose the amount of
Transfer Restricted Securities held by any such Participating Broker-Dealer,
except to the extent required by the Commission as a result of a change in
policy, rules or regulations after the date of this Agreement.  See the Shearman & Sterling No-Action
Letter (available July 2, 1993).


 


Because such
Participating Broker-Dealer may be deemed to be an “underwriter” within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Senior B
Notes received by such Participating Broker-Dealer in the Exchange Offer, the
Company and Guarantors shall permit the use of the Prospectus contained in the
Exchange Offer Registration Statement by such Participating Broker-Dealer to
satisfy such prospectus delivery requirement. 
In light of the foregoing, if requested by any Participating
Broker-Dealer and to the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales
of Senior B Notes by Broker-Dealers, the Company and the Guarantors agree to
use their respective best efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended and current as required
by and subject to the provisions of Sections 6(a) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time for a
period of 180 days from the Consummation Deadline or such shorter period as
will terminate when all Transfer Restricted Securities covered by such
Registration Statement have been sold pursuant thereto.  The Company and the Guarantors shall provide
sufficient copies of the latest version of such Prospectus to such
Broker-Dealers promptly upon request and in no event later than one Business
Day after such request at any time during such period.


 


SECTION 4.  SHELF REGISTRATION


 


(a)                                  Shelf Registration. 
If (i) the Exchange Offer is not permitted by applicable law (after the
Company and the Guarantors have complied with the procedures set forth in
Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted Securities
shall notify the Company within 20 Business Days following the Consummation
Deadline that (A) based on an opinion of counsel, such Holder was prohibited by
law or Commission policy from participating in the Exchange Offer or (B) such
Holder is a Broker-Dealer and holds Senior A Notes acquired directly from the
Company or any of its Affiliates, then the Company and the Guarantors shall:


 


(x) cause to be filed, on or prior to 30 days after the earlier of (i)
the date on which the Company determines that the Exchange Offer Registration
Statement cannot be filed as a result of clause (a)(i) above and (ii) the date
on which the Company receives the notice specified in


 


5





















 


clause (a)(ii) above, (such earlier date, the
“Filing Deadline”), a shelf registration
statement pursuant to Rule 415 under the Act (which may be an amendment to the
Exchange Offer Registration Statement) (the “Shelf
Registration Statement”), relating to all Transfer Restricted
Securities, and


 


(y) shall use their respective reasonable best efforts to cause such
Shelf Registration Statement to become effective on or prior to 60 days after
the Filing Deadline for the Shelf Registration Statement (such 60th day being
the “Effectiveness Deadline”).


 


If, after the
Company has filed an Exchange Offer Registration Statement that satisfies the
requirements of Section 3(a) above, the Company is required to file and make
effective a Shelf Registration Statement solely because the Exchange Offer is
not permitted under applicable federal law (i.e., clause (a)(i) above), then
the filing of the Exchange Offer Registration Statement shall be deemed to
satisfy the requirements of clause (x) above; provided
that, in such event, the Company shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).


 


To the extent
necessary to ensure that the Shelf Registration Statement is available for
sales of Transfer Restricted Securities by the Holders thereof entitled to the
benefit of this Section 4(a) and the other securities required to be registered
therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors
shall use their respective reasonable best efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Sections 6(b) and (c) hereof and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least two years (as extended
pursuant to Section 6(d)) following the Closing Date, or such shorter period as
will terminate when all Transfer Restricted Securities covered by such Shelf
Registration Statement have been sold pursuant thereto.


 


(b)                                 Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. 
No Holder of Transfer Restricted Securities may include any of its
Transfer Restricted Securities in any Shelf Registration Statement pursuant to
this Agreement unless and until such Holder furnishes to the Company in
writing, within 20 days after receipt of a request therefor, the information
specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for
use in connection with any Shelf Registration Statement or Prospectus or
preliminary Prospectus included therein. 
No Holder of Transfer Restricted Securities shall be entitled to
additional interest pursuant to Section 5 hereof unless and until such Holder
shall have provided all such information. 
Each selling Holder agrees to promptly furnish additional information
required to be


 


6





















 


disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.


 


SECTION 5.  ADDITIONAL INTEREST


 


If (i) any
Registration Statement required by this Agreement is not filed with the
Commission on or prior to the applicable Filing Deadline, (ii) any such
Registration Statement has not been declared effective by the Commission on or
prior to the applicable Effectiveness Deadline, (iii) the Exchange Offer has
not been Consummated on or prior to the Consummation Deadline or (iv) any
Registration Statement required by this Agreement is filed and declared effective
but shall thereafter cease to be effective or fail to be usable for its
intended purpose without being succeeded immediately by a post-effective
amendment to such Registration Statement that cures such failure and that is
itself declared effective within 5 days of filing such post-effective amendment
to such Registration Statement (each such event referred to in clauses (i)
through (iv), a “Registration Default”), then the
Company and the Guarantors hereby jointly and severally agree to pay to each
Holder of Transfer Restricted Securities affected thereby additional interest
in an amount equal to $.05 per week per $1,000 in principal amount of Transfer
Restricted Securities held by such Holder for each week or portion thereof that
the Registration Default continues for the first 90-day period immediately
following the occurrence of such Registration Default.  The amount of additional interest shall
increase by an additional $.05 per week per $1,000 in principal amount of
Transfer Restricted Securities with respect to each subsequent 90-day period
until all Registration Defaults have been cured, up to a maximum amount of
additional interest of $.25 per week per $1,000 in principal amount of Transfer
Restricted Securities; provided  that the Company and the Guarantors shall in no event be
required to pay additional interest for more than one Registration Default at
any given time.  Notwithstanding anything
to the contrary set forth herein, (1) upon the filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the
Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (ii) above, (3) upon Consummation of
the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a
post-effective amendment to the Registration Statement or an additional
Registration Statement that causes the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement) to again be declared
effective or made usable in the case of (iv) above, the additional interest
payable with respect to the Transfer Restricted Securities as a result of such
clause (i), (ii), (iii) or (iv), as applicable, shall cease.


 


All accrued
additional interest shall be paid to the Holders entitled thereto in the manner
provided for the payment of interest in the Senior Indenture on each Interest
Payment Date as more fully set forth in the Senior Indenture and the Notes.  Notwithstanding the fact that any securities
for which additional interest is


 


7





















 


due cease to be Transfer
Restricted Securities, all obligations of the Company and the Guarantors to pay
additional interest with respect to securities shall survive until such time as
such obligations with respect to such securities shall have been satisfied in
full.


 


SECTION 6.  REGISTRATION PROCEDURES


 


(a)                                  Exchange Offer Registration Statement.  In connection with the Exchange Offer, the
Company and the Guarantors shall (x) comply with all applicable provisions of
Section 6(c) below, (y) use their respective reasonable best efforts to effect
such exchange and to permit the resale of Senior B Notes by Broker-Dealers that
tendered in the Exchange Offer Senior A Notes that such Broker-Dealer acquired
for its own account as a result of its market making activities or other
trading activities (other than Senior A Notes acquired directly from the
Company, the Guarantors or any of their Affiliates) being sold in accordance
with the intended method or methods of distribution thereof and (z) comply with
all of the following provisions:


 


(i)  If, following the date
hereof there has been announced a change in Commission policy with respect to
exchange offers such as the Exchange Offer that in the reasonable opinion of
counsel to the Company raises a substantial question as to whether the Exchange
Offer is permitted by applicable federal law, the Company and the Guarantors
hereby agree to seek a no-action letter or other favorable decision from the
Commission allowing the Company and the Guarantors to Consummate an Exchange
Offer for Transfer Restricted Securities. 
The Company and the Guarantors hereby agree to pursue the issuance of
such a decision to the Commission staff level. 
In connection with the foregoing, the Company and the Guarantors hereby
agree to take all such other actions as may be requested by the Commission or
otherwise required in connection with the issuance of such decision, including,
without limitation, (A) participating in telephonic conferences with the
Commission, (B) delivering to the Commission staff an analysis prepared by
counsel to the Company setting forth the legal bases, if any, upon which such
counsel has concluded that such an Exchange Offer should be permitted and (C)
diligently pursuing a resolution (which need not be favorable) by the
Commission staff.


 


(ii)  As a condition to its
participation in the Exchange Offer, each Holder of Transfer Restricted Securities
(including, without limitation, any Holder who is a Broker-Dealer) shall
furnish, upon the request of the Company, prior to the Consummation of the
Exchange Offer, a written representation to the Company and the Guarantors
(which may be contained in the letter of transmittal contemplated by the
Exchange Offer Registration Statement) to the effect that (A) it is not an
Affiliate of the Company or the Guarantors, (B) it is not engaged in, does not
intend to engage in, and has no arrangement or understanding with any person to


 


8





















 


participate in, a distribution of the Senior
B Notes to be issued in the Exchange Offer and (C) it is acquiring the Senior B
Notes in its ordinary course of business. 
As a condition to its participation in the Exchange Offer each Holder
using the Exchange Offer to participate in a distribution of the Senior B Notes
shall acknowledge and agree that, if the resales are of Senior B Notes obtained
by such Holder in exchange for Senior A Notes acquired directly from the
Company, the Guarantors or an Affiliate thereof, it (1) could not, under
Commission policy as in effect on the date of this Agreement, rely on the
position of the Commission enunciated in the Morgan Stanley and Company
Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation
No-Action Letters (available May 13, 1988), as interpreted in the Commission’s
letter to Shearman & Sterling (available July 2, 1993) and similar
No-Action Letters (including, if applicable, any No-Action Letter obtained
pursuant to clause (i) above), and (2) must comply with the registration and
prospectus delivery requirements of the Act in connection with a secondary
resale transaction and that such a secondary resale transaction must be covered
by an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K.


 


(iii)  Prior to effectiveness of
the Exchange Offer Registration Statement, the Company and the Guarantors shall
provide a supplemental letter to the Commission (A) stating that the Company
and the Guarantors are registering the Exchange Offer in reliance on the
position of the Commission enunciated in Exxon Capital Holdings Corporation
(available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991)
as interpreted in the Commission’s letter to Shearman & Sterling dated July
2, 1993, and, if applicable, any no-action letter obtained pursuant to clause
(i) above, (B) including a representation that neither the Company nor any
Guarantor has entered into any arrangement or understanding with any Person to
distribute the Senior B Notes to be received in the Exchange Offer and that, to
the best of the Company’s and each Guarantor’s information and belief, each
Holder participating in the Exchange Offer is acquiring the Senior B Notes in
its ordinary course of business and has no arrangement or understanding with
any Person to participate in the distribution of the Senior B Notes received in
the Exchange Offer and (C) any other undertaking or representation required by
the Commission as set forth in any no-action letter obtained pursuant to clause
(i) above, if applicable.


 


(iv)  If requested by any
Participating Broker-Dealer delivering the Prospectus contained in the Exchange
Offer Registration Statement in connection with its initial sale of any Senior
B Notes received by it in the Exchange Offer, the Company and the Guarantors
shall use their best efforts to furnish to each such Participating
Broker-Dealer (i) an opinion of counsel of the Company and the Guarantors
addressed to such


 


9





















 


Participating Broker-Dealer covering the
matters set forth in Section 6(c)(xi)(A)(2) herein with such changes as are
customary in connection with an Exchange Offer Registration Statement and (ii)
a comfort letter, addressed to such Participating Broker-Dealer from the
Company’s independent public accountants, in the customary form, covering the
matters set forth in Section 6(c)(xi)(A)(3) herein, with appropriate date
changes.


 


(b)                                 Shelf Registration Statement.  In connection with the Shelf Registration
Statement, the Company and the Guarantors shall:


 


(i) comply with all the provisions of Section 6(c) below and use their
respective reasonable best efforts to effect such registration to permit the
sale of the Transfer Restricted Securities being sold in accordance with the
intended method or methods of distribution thereof (as indicated in the
information furnished to the Company pursuant to Section 4(b) hereof), and
pursuant thereto the Company and the Guarantors will prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Act, which form shall be available for the sale of
the Transfer Restricted Securities in accordance with the intended method or
methods of distribution thereof within the time periods and otherwise in
accordance with the provisions hereof.


 


(ii) issue, upon the request of any Holder or purchaser of Senior A
Notes covered by any Shelf Registration Statement contemplated by this
Agreement, Senior B Notes having an aggregate principal amount equal to the
aggregate principal amount of Senior A Notes sold pursuant to the Shelf
Registration Statement and surrendered to the Company for cancellation; the
Company shall register Senior B Notes on the Shelf Registration Statement for
this purpose and issue the Senior B Notes to the purchaser(s) of securities
subject to the Shelf Registration Statement in the names as such purchaser(s)
shall designate.


 


(c)                                  General Provisions. 
In connection with any Registration Statement and any related Prospectus
required by this Agreement, the Company and the Guarantors shall:


 


(i)  use their respective
reasonable best efforts to keep such Registration Statement continuously
effective and provide all requisite financial statements for the period
specified in Section 3 or 4 of this Agreement, as applicable.  Upon the occurrence of any event that would
cause any such Registration Statement or the Prospectus contained therein (A)
to contain an untrue statement of material fact or omit to state any material
fact necessary to make the statements therein not misleading or (B) not to be
effective and usable for resale of Transfer Restricted Securities during the
period required by this Agreement, the Company and


 


10





















 


the Guarantors shall file promptly an
appropriate amendment to such Registration Statement curing such defect, and,
if Commission review is required, use their respective best efforts to cause
such amendment to be declared effective as soon as practicable.


 


(ii)  prepare and file with the
Commission such amendments and post-effective amendments to the applicable
Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period set forth in Section 3 or 4 hereof, as the
case may be; cause the Prospectus to be supplemented by any required Prospectus
supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the
Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the
Act in a timely manner; and comply with the provisions of the Act with respect
to the disposition of all securities covered by such Registration Statement
during the applicable period in accordance with the intended method or methods
of distribution by the sellers thereof set forth in such Registration Statement
or Prospectus;


 


(iii)  in the case of a Shelf
Registration Statement or if requested by a Participating Broker-Dealer, advise
each Holder promptly and, if requested by such Holder, confirm such advice in
writing, (A) when the Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to any applicable Registration
Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information relating thereto, (C) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement
under the Act or of the suspension by any state securities commission of the
qualification of the Transfer Restricted Securities for offering or sale in any
jurisdiction, or the initiation of any proceeding for any of the preceding
purposes, and (D) of the existence of any fact or the happening of any event
that makes any statement of a material fact made in the Registration Statement,
the Prospectus, any amendment or supplement thereto or any document
incorporated by reference therein untrue, or that requires the making of any
additions to or changes in the Registration Statement in order to make the
statements therein not misleading, or that requires the making of any additions
to or changes in the Prospectus in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.  If at any time the Commission shall issue any
stop order suspending the effectiveness of the Registration Statement, or any
state securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or Blue Sky laws, the Company


 


11





















 


and the Guarantors shall use their respective
reasonable best efforts to obtain the withdrawal or lifting of such order at
the earliest possible time;


 


(iv)  subject to Section 6(c)(i),
if any fact or event contemplated by Section 6(c)(iii)(D) above shall exist or
have occurred, prepare a supplement or post-effective amendment to the
Registration Statement or related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of Transfer Restricted Securities, the Prospectus
will not contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


 


(v)  in the case of a Shelf
Registration Statement, furnish to each Holder, before filing with the
Commission, copies of any Shelf Registration Statement or any Prospectus
included therein or any amendments or supplements to any such Shelf
Registration Statement or Prospectus (including all documents incorporated by
reference after the initial filing of such Shelf Registration Statement), which
documents will be subject to the review and comment of such Holders in
connection with such sale, if any, for a period of at least five Business Days,
and the Company will not file any such Shelf Registration Statement or
Prospectus or any amendment or supplement to any such Shelf Registration
Statement or Prospectus (including all such documents incorporated by
reference) to which such Holders shall reasonably object within five Business
Days after the receipt thereof.  A Holder
shall be deemed to have reasonably objected to such filing if such Shelf
Registration Statement, amendment, Prospectus or supplement, as applicable, as
proposed to be filed, contains an untrue statement of a material fact or omits
to state any material fact necessary to make the statements therein not
misleading or fails to comply with the applicable requirements of the Act;


 


(vi)  in the case of a Shelf
Registration Statement, promptly prior to the filing of any document that is to
be incorporated by reference into a Registration Statement or Prospectus,
provide copies of such document, if any, to each Holder, make the Company’s and
the Guarantors’ representatives available for discussion of such document and
other customary due diligence matters, and include such information in such
document prior to the filing thereof as such Holders may reasonably request;


 


(vii)  in the case of a Shelf
Registration Statement, make available, at reasonable times, for inspection by
each Holder and any attorney or accountant retained by such Holders, all
pertinent financial and other records and pertinent corporate documents of the
Company and the Guarantors as shall be necessary to enable them to exercise any
applicable


 


12





















 


due diligence responsibilities and cause the
Company’s and the Guarantors’ officers, directors and employees to supply all
information reasonably requested by any such Holder, attorney or accountant in
connection with such Registration Statement or any post-effective amendment
thereto subsequent to the filing thereof and prior to its effectiveness; provided that if any such information is identified by the
Company or any Guarantor as being confidential or proprietary, each such Holder,
attorney, accountant or any other person receiving such information shall take
all actions as are reasonably necessary to protect the confidentiality of such
information to the extent that such action is otherwise not inconsistent with,
an impairment of or in derogation of the rights and interests of such Holder;


 


(viii)  if requested by any
Holders, promptly include in any Registration Statement or Prospectus, pursuant
to a supplement or post-effective amendment if necessary, such information as
such Holders may reasonably request to have included therein, including,
without limitation, information relating to the “Plan of Distribution” of the
Transfer Restricted Securities; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as practicable after
the Company is notified of the matters to be included in such Prospectus
supplement or post-effective amendment;


 


(ix)  in the case of a Shelf
Registration Statement, furnish to each Holder, without charge, at least one
copy of the Registration Statement, as first filed with the Commission, and of
each amendment thereto, including all documents incorporated by reference
therein and all exhibits (including exhibits incorporated therein by
reference);


 


(x)  in the case of a Shelf
Registration Statement or if requested by a Participating Broker-Dealer,
deliver to each Holder without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto
as such Person reasonably may request; the Company and the Guarantors hereby
consent to the use (in accordance with law) of the Prospectus and any amendment
or supplement thereto by each selling Holder in connection with the offering
and the sale of the Transfer Restricted Securities covered by the Prospectus or
any amendment or supplement thereto;


 


(xi)  in the case of a Shelf
Registration Statement and upon the request of any Holder of Transfer
Restricted Securities covered thereby and being sold pursuant thereto (the “Selling Holders”) , enter into such customary agreements
(including underwriting agreements) and make such customary representations and
warranties and take all such other actions in connection therewith in order to
expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to any applicable


 


13





















 


Registration Statement contemplated by this
Agreement as may be reasonably requested by any such Selling Holder in
connection with any sale or resale pursuant to any applicable Registration
Statement.  In such connection, the
Company and the Guarantors shall:


 


(A)  upon request of any such
Selling Holder, furnish (or in the case of paragraphs (2) and (3), use their
best efforts to cause to be furnished) to each such Selling Holder, as the case
may be:


 


(1)  a certificate, addressed to
such Selling Holders and underwriters, if any, named in an underwriting
agreement entered into pursuant to this Section 6(c)(xi) (the “Shelf Underwriters”), signed on behalf of Hovnanian by the
Executive Vice President and Chief Financial Officer, confirming, as of the
date thereof, the matters set forth in Sections 6(v), 6(w) and 9(a) of the
Purchase Agreement and such other similar matters as such Selling Holders and Shelf
Underwriters, if any, may reasonably request;


 


(2)  an opinion of counsel for
the Company and the Guarantors, addressed to such Selling Holders and Shelf
Underwriters, if any, which shall cover matters similar to those set forth in
subsections (e) and (f) of Section 9 of the Purchase Agreement and such other
additional matters as such Selling Holders and Shelf Underwriters, if any, may
reasonably request; and


 


(3)  a comfort letter, addressed
to such Selling Holders and Shelf Underwriters, if any, from the Company’s
independent accountants, in the customary form and covering matters of the type
customarily covered in comfort letters addressed to underwriters in connection
with underwritten offerings.


 


(B) deliver such other documents and certificates as may be reasonably
requested by such Selling Holders and Shelf Underwriters, if any, to evidence
compliance with the matters covered in clause (A) above and with any customary
conditions contained in any agreement entered into by the Company and the Guarantors
pursuant to this clause (xi);


 


(xii)  prior to any public
offering of Transfer Restricted Securities, cooperate with the selling Holders
and their counsel in connection with the registration and qualification of the
Transfer Restricted Securities under the securities or Blue Sky laws of such
jurisdictions as the selling Holders may request and do any and all other acts
or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the applicable
Registration Statement; provided,


 


14





















 


however, that
neither the Company nor any Guarantor shall be required to register or qualify
as a foreign corporation or other entity, as applicable, where it is not now so
qualified or to take any action that would subject it to the service of process
in suits or to taxation, other than as to matters and transactions relating to
the Registration Statement, in any jurisdiction where it is not now so subject;


 


(xiii)  in connection with any
sale of Transfer Restricted Securities pursuant to a Shelf Registration
Statement that will result in such securities no longer being Transfer
Restricted Securities, cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and to register
such Transfer Restricted Securities in such denominations and such names as the
selling Holders may request at least two Business Days prior to such sale of
Transfer Restricted Securities;


 


(xiv)  use their respective
reasonable best efforts to cause the disposition of the Transfer Restricted
Securities covered by the Registration Statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary to
enable the seller or sellers thereof to consummate the disposition of such
Transfer Restricted Securities, subject to the proviso contained in clause
(xii) above;


 


(xv)  provide a CUSIP number for
all Transfer Restricted Securities not later than the effective date of a
Registration Statement covering such Transfer Restricted Securities; and
provide the Senior Trustee under the Senior Indenture with printed certificates
for the Transfer Restricted Securities which are in a form eligible for deposit
with the Depository Trust Company;


 


(xvi)  otherwise use their
respective reasonable best efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to its security
holders with regard to any applicable Registration Statement, as soon as
practicable, a consolidated earnings statement meeting the requirements of Rule
158 (which need not be audited) covering a twelve-month period beginning after
the effective date of the Registration Statement (as such term is defined in
paragraph (c) of Rule 158 under the Act);


 


(xvii)  cause the Senior
Indenture to be qualified under the TIA not later than the effective date of
the first Registration Statement required by this Agreement and, in connection
therewith, cooperate with the Senior Trustee and the Holders to effect such
changes to the Senior Indenture as may be required for such Senior Indenture to
be so qualified in accordance


 


15





















 


with the terms of the TIA; and execute and
use their best efforts to cause the Senior Trustee to execute, all documents
that may be required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Senior Indenture to be
so qualified in a timely manner; and


 


(xviii)  provide promptly to each
Holder, upon request, each document filed with the Commission pursuant to the
requirements of Section 13 or Section 15(d) of the Exchange Act.


 


(d)                                 Restrictions on Holders. 
Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any
notice from the Company of the existence of any fact of the kind described in
Section 6(c)(iii)(D) hereof (in each case, a “Suspension
Notice”), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration
Statement until (i) such Holder has received copies of the supplemented or
amended Prospectus contemplated by Section 6(c)(iv) hereof or (ii) such Holder
is advised in writing by the Company that the use of the Prospectus may be
resumed, and, in each case, has received copies of any additional or supplemental
filings that are incorporated by reference in the Prospectus (in each case, the
“Recommencement Date”).  Each Holder receiving a Suspension Notice
hereby agrees that it will either (i) destroy any Prospectuses, other than
permanent file copies, then in such Holder’s possession which have been
replaced by the Company with more recently dated Prospectuses or (ii) deliver
to the Company (at the Company’s expense) all copies, other than permanent file
copies, then in such Holder’s possession of the Prospectus covering such
Transfer Restricted Securities that was current at the time of receipt of the
Suspension Notice.  The time period
regarding the effectiveness of such Registration Statement set forth in Section
3 or 4 hereof, as applicable, shall be extended by a number of days equal to
the number of days in the period from and including the date of delivery of the
Suspension Notice to the date of delivery of the Recommencement Date.


 


SECTION 7.  REGISTRATION EXPENSES


 


(a)                                  All
expenses incident to the Company’s and the Guarantors’ performance of, or
compliance with, this Agreement will be borne by the Company and the
Guarantors, regardless of whether a Registration Statement becomes effective,
including, without limitation: (i) all registration and filing fees and
expenses; (ii) all fees and expenses of compliance with federal securities and
state Blue Sky or securities laws; (iii) all expenses of printing (including
printing certificates for the Senior B Notes to be issued in the Exchange Offer
and printing of Prospectuses), messenger and delivery services and telephone;
(iv) all fees and disbursements of counsel for the Company, the Guarantors and,
in the case of a Shelf Registration Statement, of one counsel for the Holders
of Transfer Restricted Securities, such counsel to be selected by a majority of
the aggregate


 


16





















 


principal
amount of Transfer Restricted Securities being sold; (v) all application and
filing fees in connection with listing the Senior B Notes on a national
securities exchange or automated quotation system pursuant to the requirements
hereof; and (vi) all fees and disbursements of independent certified public
accountants of the Company and the Guarantors (including the expenses of any
special audit and comfort letters required by or incident to such performance).


 


The Company
will, in any event, bear its and the Guarantors’ internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and
the fees and expenses of any Person, including special experts, retained by the
Company or the Guarantors.


 


(b)                                 In
connection with any Registration Statement required by this Agreement, the Company
and the Guarantors will reimburse the Initial Purchasers and the Holders of
Transfer Restricted Securities who are tendering Senior A Notes in the Exchange
Offer and/or selling or reselling Senior A Notes or Senior B Notes pursuant to
the “Plan of Distribution” contained in the Exchange Offer Registration
Statement or the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Davis Polk & Wardwell, unless another firm shall be chosen by the Holders
of a majority in principal amount of the Transfer Restricted Securities for
whose benefit such Registration Statement is being prepared.  Notwithstanding the foregoing, such Holders
shall be responsible for any and all underwriting discounts and commissions
and, prior to employing counsel in connection with an Exchange Offer, the
Initial Purchasers will notify the Company and the Company’s counsel and
provide them reasonable opportunity to discuss the need for separate counsel; provided, however, the
Initial Purchasers shall at all times retain the sole right to employ separate
counsel.


 


SECTION 8.  INDEMNIFICATION


 


(a)  The Company and the Guarantors agree, jointly
and severally, to indemnify and hold harmless each Holder of Transfer Restricted
Securities, its partners, directors, officers, and each person, if any, who
controls such Holder within the meaning of Section 15 of the Securities Act
against any losses, claims, damages or liabilities, joint or several, to which
such Holder may become subject, under the Securities Act or the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in a Registration
Statement, preliminary prospectus or Prospectus (or in any amendment or
supplement thereto) or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, and shall reimburse each Holder of
Transfer Restricted Securities for any legal or other expenses reasonably
incurred


 


17





















 


by such Holder
of Transfer Restricted Securities in connection with investigating or defending
any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however,
that (i) the Company and the Guarantors shall not be liable in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon any untrue statement or alleged untrue statement in or omission or
alleged omission from a Registration Statement, preliminary prospectus or
Prospectus or in any amendment or supplement thereto made in reliance upon and
in conformity with written information furnished to the Company and the
Guarantors by any such Holder of Transfer Restricted Securities or on behalf of
such Holder of Transfer Restricted Securities specifically for inclusion
therein and (ii) with respect to any untrue statement or omission or alleged
untrue statement or omission made in any preliminary prospectus, the indemnity
agreement contained in this subsection (a) shall not inure to the benefit of
any Holder of Transfer Restricted Securities from whom the person asserting any
such losses, claims, damages or liabilities purchased the Securities concerned,
to the extent that a Prospectus relating to such Securities was required to be
delivered by such Holder of Transfer Restricted Securities under the Securities
Act in connection with such purchase and any such loss, claim, damage or
liability of such Holder of Transfer Restricted Securities results from the
fact that there was not sent or given to such person, at or prior to the
written confirmation of the sale of such Securities to such person, a copy of
the final Prospectus if the Company had previously furnished copies thereof to
such Holder of Transfer Restricted Securities; provided
further, however,
that this indemnity agreement will be in addition to any liability which the
Company and the Guarantors may otherwise have to such Holder of Transfer
Restricted Securities and their controlling persons named above.


 


(b)  Each Holder of Transfer Restricted Securities
agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Guarantors, their respective directors and officers and each person, if
any, who controls the Company or any Guarantors within the meaning of Section
15 of the Securities Act against any losses, claims, damages or liabilities to
which the Company or the Guarantors may become subject under the Securities Act
or the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
a Registration Statement, preliminary prospectus or Prospectus (or in any amendment
or supplement thereto) or arise out of or are based upon the omission or
alleged omission to state therein a material fact necessary in order to make
the statements therein, in light of the circumstances in which they were made,
not misleading, but in each case only to the extent that such untrue statement
or omission or alleged untrue statement or omission was made in reliance upon
and in conformity with written information furnished to the Company and the
Guarantors by or on behalf of such Holder specifically for inclusion therein;
and, shall reimburse, as incurred, the Company, the Guarantors for any legal or
other expenses reasonably incurred by the Company or the Guarantors in
connection with investigating or defending any


 


18





















 


such loss,
claim, damage, liability or action.  This
indemnity agreement will be in addition to any liability which such Holder of
Transfer Restricted Securities may otherwise have to the Company and the
Guarantors or any of their controlling persons named above.


 


(c)  Promptly after receipt by an indemnified
party under this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party of the
commencement thereof; but the failure to notify the indemnifying party shall
not relieve the indemnifying party from any liability that it may have under
subsection (a) or (b) above except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided further that the failure to notify the indemnifying party
shall not relieve it from any liability that it may have to an indemnified
party otherwise than under subsection (a) or (b) above.  In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 8 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof, other than reasonable
costs of investigation.  No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action, and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.


 


(d)  If the indemnification provided for in this
Section 8 is unavailable or insufficient to hold harmless an indemnified party
under subsections (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of the losses, claims, damages or liabilities referred to in subsection (a) or
(b) above (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors on the one hand and the
Holders of Transfer Restricted Securities on the other from the sale of the
Securities pursuant to a Registration Statement or the exchange of the
Securities pursuant to the Exchange Offer, or (ii) if the allocation provided
by the foregoing clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative


 


19





















 


benefits
referred to in clause (i) above but also the relative fault of the Company and
the Guarantors on the one hand and the Holders of Transfer Restricted
Securities on the other hand in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities as well as any
other relevant equitable considerations. 
The relative benefits received by the Company and the Guarantors on the
one hand and the Holders on the other shall be deemed to be in such proportion
as is appropriate to reflect the relative benefits received by the Company and
the Guarantors from the offering of the Transfer Restricted Securities pursuant
to the Purchase Agreement and the securities to be issued in an Exchange Offer
or pursuant to a Shelf Registration Statement, on the one hand, and by the
Holders from receiving Transfer Restricted Securities or securities registered
under the Securities Act pursuant to an Exchange Offer or a Shelf Registration
Statement, on the other hand.  The
relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Guarantors on the one hand or such
Holder on the other, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.  The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d).  Notwithstanding any
other provision of this Section 8(d), the Holders of the Securities shall
not be required to contribute any amount in excess of the amount by which the
total proceeds received by such Holders from the sale of the Transfer
Restricted Securities pursuant to a Registration Statement exceeds the amount of
damages which such Holders have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  For
purposes of this paragraph (d), each person, if any, who controls such
indemnified party within the meaning of the Securities Act or the Exchange Act
shall have the same rights to contribution as such indemnified party and each
person, if any, who controls the Company or the Guarantors within the meaning
of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company and the Guarantors.


 


(e)  The agreements contained in this Section 8
shall survive the sale of the Transfer Restricted Securities pursuant to a
Shelf Registration Statement or the exchange of the Securities pursuant to an
Exchange Offer and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or
on behalf of any indemnified party.


 


20





















 


SECTION 9.  MISCELLANEOUS


 


(a)                                  Remedies.  The Company and the Guarantors acknowledge
and agree that any failure by the Company and/or the Guarantors to comply with
their respective obligations under Sections 3 and 4 hereof may result in
material irreparable injury to the Initial Purchasers or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchasers or any Holder may obtain such relief as may be required
to specifically enforce the Company’s and the Guarantor’s obligations under
Sections 3 and 4 hereof.  To the extent
permitted by applicable law, the Company and the Guarantors further agree to
waive the defense in any action for specific performance that a remedy at law
would be adequate.


 


(b)                                 No
Inconsistent Agreements. 
Neither the Company nor any Guarantor will, on or after the date of this
Agreement, enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. 
The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of the
Company’s and the Guarantors’ securities under any agreement in effect on the
date hereof.


 


(c)                                  Amendments
and Waivers.  The
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to or departures from the provisions hereof may not be given
unless (i) in the case of Section 5 hereof and this Section 9(c)(i), the
Company has obtained the written consent of Holders of all outstanding Transfer
Restricted Securities and (ii) in the case of all other provisions hereof, the
Company has obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding
Transfer Restricted Securities held by the Company or a Guarantor or their
Affiliates).  Notwithstanding the
foregoing, a waiver or consent to a departure from the provisions hereof that
relates exclusively to the rights of Holders whose Transfer Restricted
Securities are being tendered pursuant to the Exchange Offer and that does not
affect directly or indirectly the rights of other Holders whose Transfer
Restricted Securities are not being tendered pursuant to such Exchange Offer
may be given by the Holders of a majority of the outstanding principal amount
of Transfer Restricted Securities subject to such Exchange Offer.


 


(d)                                 Third
Party Beneficiary.  The Holders
shall be third party beneficiaries to the agreements made hereunder between the
Company and the Guarantors, on the one hand, and the Initial Purchasers, on the
other hand, and shall have the right to enforce such agreements directly to the
extent they may deem such enforcement necessary or advisable to protect their
rights or the rights of Holders hereunder.


 


21





















 


(e)                                  Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail (registered or certified, return receipt requested), telex,
telecopier, or air courier guaranteeing overnight delivery:


 


(i)                                     if to a Holder,
at the address set forth on the records of the Registrar under the Senior
Indenture, with a copy to the Registrar under the Senior Indenture; and


 


(ii)                                  if to the
Company or the Guarantors:


 


	
  c/o
  Hovnanian Enterprises, Inc.

  
	
  10
  Highway 35

  
	
  P.O.
  Box 500

  
	
  Red
  Bank, NJ 07701

  
	
   

  
	
  Telecopier
  No.: 732-747-6835

  
	
  Attention:
  General Counsel

  
	
   

  
	
  with
  a copy to:

  
	
   

  
	
  Simpson
  Thacher & Bartlett LLP

  
	
  425
  Lexington Ave.

  
	
  New
  York, NY 10017

  
	
   

  
	
  Telecopier
  No.: 212-455-2502

  
	
  Attention:
  Vincent Pagano Jr., Esq.

  



 


All
such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next
business day, if timely delivered to an air courier guaranteeing overnight
delivery.


 


Copies
of all such notices, demands or other communications shall be concurrently
delivered by the Person giving the same to the Senior Trustee at the address
specified in the Senior Indenture.


 


(f)                                    Successors
and Assigns.  This
Agreement shall inure to the benefit of and be binding upon the successors,
assigns and transferees of each of the parties, including, without limitation,
and without the need for an express assignment, subsequent Holders; provided, that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Senior
Indenture.  If any transferee of any
Holder shall acquire Transfer Restricted Securities in any manner, whether by
operation of law or otherwise, such Transfer Restricted Securities shall be
held subject to all of the terms of this


 


22





















 


Agreement, and, by taking and holding such Transfer Restricted
Securities, such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement, including
the restrictions on resale set forth in this Agreement and, if applicable, the
Purchase Agreement, and such Person shall be entitled to receive the benefits
hereof.


 


(g)                                 Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(h)                                 Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(i)                                     Governing
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


(j)                                     Severability.  To the extent permitted by applicable law, in
the event that any one or more of the provisions contained herein or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.


 


(k)                                  Entire
Agreement.  This
Agreement is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein.  There are no restrictions,
promises, warranties or undertakings other than those set forth or referred to
herein with respect to the registration rights granted with respect to the
Transfer Restricted Securities.  This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.


 


23





















 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.


 


K. HOVNANIAN ENTERPRISES, INC.


 


 


	
  By:

  	
   

  	
  /s/ Peter S.
  Reinhart

  	
   

  
	
   

  	
  Name: Peter
  S. Reinhart

  
	
   

  	
  Title:
  Senior Vice-President and General Counsel

  
	
   

  
	
   

  
	
  HOVNANIAN
  ENTERPRISES, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
  /s/ Peter S.
  Reinhart

  	
   

  
	
   

  	
  Name: Peter
  S. Reinhart

  
	
   

  	
  Title:
  Senior Vice-President and General Counsel

  
	
   

  
	
   

  
	
  On behalf of
  each entity named in

  
	
  Schedule A
  hereto

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Peter S.
  Reinhart

  	
   

  
	
   

  	
  Name: Peter
  S. Reinhart

  
	
   

  	
  Title:
  Senior Vice-President and General Counsel

  



 


24





















 


Credit Suisse First Boston LLC


Citigroup Global Markets Inc.


UBS Securities LLC


Wachovia Capital Markets, LLC,


as
Representatives of the several Initial Purchasers


listed in
Schedule B of the Purchase Agreement


 


	
  By: Credit
  Suisse First Boston LLC

  
	
   

  
	
   

  
	
  By:

  	
   

  	
  /s/ Eric A.
  Anderson

  	
   

  
	
   

  	
  Name: Eric
  A. Anderson

  
	
   

  	
  Title:
  Managing Director

  



 


25





















 


SCHEDULE A


 


 


GUARANTORS


 


 


ALL SEASONS, INC.


ARROW PROPERTIES, INC.


CONDOMINIUM COMMUNITY (BOWIE
NEW TOWN), INC.


CONDOMINIUM COMMUNITY (LARGO
TOWN), INC.


CONDOMINIUM COMMUNITY (PARK
PLACE), INC.


CONDOMINIUM COMMUNITY (QUAIL
RUN), INC.


CONDOMINIUM COMMUNITY (TRUMAN
DRIVE), INC.


CONSULTANTS CORPORATION


DESIGNED CONTRACTS, INC.


EDISON CONTRACT SERVICES,
L.L.C.


EXC, INC.


FORTIS HOMES, INC.


HOUSING-HOME SALES, INC.


HOVNANIAN DEVELOPMENTS OF
FLORIDA, INC.


K. HOV INTERNATIONAL, INC.


K. HOV IP, II, INC.


K. HOV IP, INC.


K. HOVNANIAN ACQUISITIONS, INC.


K. HOVNANIAN AT ALISO, L.L.C.


K. HOVNANIAN AT ASHBURN
VILLAGE, INC.


K. HOVNANIAN AT BALLANTRAE
ESTATES, INC.


K. HOVNANIAN AT BARRINGTON,
INC.


K. HOVNANIAN AT BELLA LAGO,
L.L.C.


K. HOVNANIAN AT BELMONT, INC.


K. HOVNANIAN AT BERNARDS IV,
INC.


K. HOVNANIAN AT BRANCHBURG III,
INC.


K. HOVNANIAN AT BRIDGEPORT,
INC.


K. HOVNANIAN AT BRIDGEWATER VI,
INC.


K. HOVNANIAN AT BRIDLEWOOD,
L.L.C.


K. HOVNANIAN AT BULL RUN, INC.


K. HOVNANIAN AT BURLINGTON III,
INC.


K. HOVNANIAN AT BURLINGTON,
INC.


K. HOVNANIAN AT CALABRIA, INC.


K. HOVNANIAN AT CAPISTRANO,
L.L.C.


K. HOVNANIAN AT CAMERON CHASE,
INC.


K. HOVNANIAN AT CARMEL DEL MAR,
INC.


K. HOVNANIAN AT CASTILE, INC.


K. HOVNANIAN AT CEDAR GROVE I,
INC.


K. HOVNANIAN AT CEDAR GROVE II,
INC.


K. HOVNANIAN AT CEDAR GROVE IV,
L.L.C.


K. HOVNANIAN AT CHAPARRAL, INC.


 


26





















 


K. HOVNANIAN AT CHESTERFIELD,
L.L.C.


K. HOVNANIAN AT CITY IN THE
HILLS, L.L.C.


K. HOVNANIAN AT CLARKSTOWN,
INC.


K. HOVNANIAN AT CRESTLINE, INC.


K. HOVNANIAN AT DEPTFORD
TOWNSHIP, L.L.C.


K. HOVNANIAN AT DOMINGUEZ
HILLS, INC.


K. HOVNANIAN AT DOMINION RIDGE,
INC.


K. HOVNANIAN AT EAST BRUNSWICK
VI, INC.


K. HOVNANIAN AT EAST WHITELAND
I, INC.


K. HOVNANIAN AT EXETER HILLS,
INC.


K. HOVNANIAN AT FAIR LAKES
GLEN, INC.


K. HOVNANIAN AT FAIR LAKES,
INC.


K. HOVNANIAN AT FLORENCE I,
L.L.C.


K. HOVNANIAN AT FLORENCE II,
L.L.C.


K. HOVNANIAN AT FRANKLIN,
L.L.C.


K. HOVNANIAN AT FREEHOLD
TOWNSHIP I, INC.


K. HOVNANIAN AT GASLAMP SQUARE,
L.L.C.


K. HOVNANIAN AT HACKETTSTOWN,
INC.


K. HOVNANIAN AT HAMPTON OAKS,
INC.


K. HOVNANIAN AT HAWTHORNE,
L.L.C.


K. HOVNANIAN AT HERSHEY’S MILL,
INC.


K. HOVNANIAN AT HIGHLAND
VINEYARDS, INC.


K. HOVNANIAN AT HIGHWATER,
L.L.C.


K. HOVNANIAN AT HOLLY CREST,
INC.


K. HOVNANIAN AT HOPEWELL IV,
INC.


K. HOVNANIAN AT HOPEWELL VI,
INC.


K. HOVNANIAN AT HOWELL
TOWNSHIP, INC.


K. HOVNANIAN AT HUDSON POINT,
L.L.C.


K. HOVNANIAN AT HUNTER ESTATES,
INC.


K. HOVNANIAN AT KINGS GRANT I,
INC.


K. HOVNANIAN AT KLOCKNER FARMS,
INC.


K. HOVNANIAN AT LA TERRAZA,
INC.


K. HOVNANIAN AT LA TROVATA,
INC.


K. HOVNANIAN AT LAKEWOOD, INC.


K. HOVNANIAN AT LOWER SAUCON
II, INC.


K. HOVNANIAN AT LOWER SAUCON,
INC.


K. HOVNANIAN AT MAHWAH II, INC.


K. HOVNANIAN AT MAHWAH V, INC.


K. HOVNANIAN AT MAHWAH VI, INC.


K. HOVNANIAN AT MAHWAH VII,
INC.


K. HOVNANIAN AT MANALAPAN, INC.


K. HOVNANIAN AT MARLBORO II,
INC.


K. HOVNANIAN AT MARLBORO TOWNSHIP
IV, INC.


K. HOVNANIAN AT MARLBORO
TOWNSHIP III, INC.


K. HOVNANIAN AT MARLBORO
TOWNSHIP IX, L.L.C.


K. HOVNANIAN AT MENIFEE VALLY,
L.L.C.


 


27





















 


K. HOVNANIAN AT MENIFEE VALLEY
CONDOMINIUMS, L.L.C.


K. HOVNANIAN OF METRO DC SOUTH,
INC.


K. HOVNANIAN AT MILLVILLE I,
L.L.C.


K. HOVNANIAN AT MONROE II, INC.


K. HOVNANIAN AT MONTCLAIR NJ,
INC.


K. HOVNANIAN AT MONTCLAIR, INC.


K. HOVNANIAN AT MONTGOMERY I,
INC.


K. HOVNANIAN AT MONTVALE,
L.L.C.


K. HOVNANIAN AT NORTH BERGEN
II, L.L.C.


K. HOVNANIAN AT NORTH CALDWELL
II, L.L.C.


K. HOVNANIAN AT NORTHERN
WESTCHESTER, INC.


K. HOVNANIAN AT NORTHLAKE, INC.


K. HOVNANIAN AT OCEAN TOWNSHIP,
INC.


K. HOVNANIAN AT OCEAN WALK,
INC.


K. HOVNANIAN AT P.C.
PROPERTIES, INC.


K. HOVNANIAN AT PARK RIDGE,
INC.


K. HOVNANIAN AT PERKIOMEN I,
INC.


K. HOVNANIAN AT PERKIOMEN II,
INC.


K. HOVNANIAN AT PITTSGROVE,
L.L.C.


K. HOVNANIAN AT PLAINSBORO III,
INC.


K. HOVNANIAN AT PRINCETON, INC.


K. HOVNANIAN AT RANCHO
CHRISTIANITOS, INC.


K. HOVNANIAN AT RESERVOIR
RIDGE, INC.


K. HOVNANIAN AT RIVER OAKS,
INC.


K. HOVNANIAN AT SAN SEVAINE,
INC.


K. HOVNANIAN AT SARATOGA, INC.


K. HOVNANIAN AT SCOTCH PLAINS
II, INC.


K. HOVNANIAN AT SCOTCH PLAINS,
INC.


K. HOVNANIAN AT SCOTCH PLAINS,
L.L.C.


K. HOVNANIAN AT SMITHVILLE, INC.


K. HOVNANIAN AT SOUTH BRUNSWICK
III, INC.


K. HOVNANIAN AT SOUTH BRUNSWICK
V, INC.


K. HOVNANIAN AT STONE CANYON,
INC.


K. HOVNANIAN AT STONY POINT,
INC.


K. HOVNANIAN AT STUART ROAD,
INC.


K. HOVNANIAN AT SULLY STATION,
INC.


K. HOVNANIAN AT SUMMERWOOD, INC.


K. HOVNANIAN AT SYCAMORE, INC.


K. HOVNANIAN AT TANNERY HILL,
INC.


K. HOVNANIAN AT TEANECK, L.L.C.


K. HOVNANIAN AT THE BLUFF, INC.


K. HOVNANIAN AT THE CEDARS,
INC.


K. HOVNANIAN AT THE CROSBY,
L.L.C.


K. HOVNANIAN AT THE GLEN, INC.


K. HOVNANIAN AT THE PRESERVE,
L.L.C.


K. HOVNANIAN AT THORNBURY, INC.


 


28





















 


K. HOVNANIAN AT TIERRASANTA,
INC.


K. HOVNANIAN AT TUXEDO, INC.


K. HOVNANIAN AT UNION TOWNSHIP
I, INC.


K. HOVNANIAN AT UPPER MAKEFIELD
I, INC.


K. HOVNANIAN AT VAIL RANCH,
INC.


K. HOVNANIAN AT WALL TOWNSHIP
VI, INC.


K. HOVNANIAN AT WALL TOWNSHIP
VIII, INC.


K. HOVNANIAN AT
WASHINGTONVILLE, INC.


K. HOVNANIAN AT WAYNE III, INC.


K. HOVNANIAN AT WAYNE V, INC.


K. HOVNANIAN AT WILDROSE, INC.


K. HOVNANIAN AT WOODMONT, INC.


K. HOVNANIAN AT WOOLWICH I,
L.L.C.


K. HOVNANIAN AT YONKERS I,
L.L.C.


K. HOVNANIAN AT YONKERS II,
L.L.C.


K. HOVNANIAN COMPANIES
NORTHEAST, INC.


K. HOVNANIAN COMPANIES OF
CALIFORNIA, INC.


K. HOVNANIAN COMPANIES OF
MARYLAND, INC.


K. HOVNANIAN COMPANIES OF METRO
WASHINGTON, INC.


K. HOVNANIAN COMPANIES OF NEW
YORK, INC.


K. HOVNANIAN COMPANIES OF NORTH
CAROLINA, INC.


K. HOVNANIAN COMPANIES OF
PENNSYLVANIA, INC.


K. HOVNANIAN COMPANIES OF
SOUTHERN CALIFORNIA, INC.


K. HOVNANIAN CONSTRUCTION
MANAGEMENT, INC.


K. HOVNANIAN DEVELOPMENTS OF
ARIZONA, INC.


K. HOVNANIAN DEVELOPMENTS OF
CALIFORNIA, INC.


K. HOVNANIAN DEVELOPMENTS OF
MARYLAND, INC.


K. HOVNANIAN DEVELOPMENTS OF
METRO WASHINGTON, INC.


K. HOVNANIAN DEVELOPMENTS OF
MICHIGAN, INC.


K. HOVNANIAN DEVELOPMENTS OF
NEW JERSEY II, INC.


K. HOVNANIAN DEVELOPMENTS OF
NEW JERSEY, INC.


K. HOVNANIAN DEVELOPMENTS OF
NEW YORK, INC.


K. HOVNANIAN DEVELOPMENTS OF
OHIO, INC.


K. HOVNANIAN DEVELOPMENTS OF
PENNSYLVANIA, INC.


K. HOVNANIAN DEVELOPMENTS OF
SOUTH CAROLINA, INC.


K. HOVNANIAN DEVELOPMENTS OF
TEXAS, INC.


K. HOVNANIAN DEVELOPMENTS OF
WEST VIRGINIA, INC.


K. HOVNANIAN EQUITIES, INC.


K. HOVNANIAN FORECAST HOMES,
INC.


K. HOVNANIAN’S FOUR SEASONS AT
ASHBURN VILAGE, L.L.C.


K. HOVNANIAN’S FOUR SEASONS AT
BAKERSFIELD, L.L.C.


K. HOVNANIAN’S FOUR SEASONS AT
DULLES DISCOVERY CONDOMINIUM, L.L.C.


K. HOVNANIAN’S FOUR SEASONS AT
DULLES DISCOVERY, L.L.C.


K. HOVNANIAN’S FOUR SEASONS AT
KENT ISLAND CONDOMINIUMS, L.L.C.


 


29





















 


K. HOVNANIAN’S FOUR SEASONS AT
KENT ISLAND, L.L.C.


K. HOVNANIAN’S FOUR SEASONS AT
MENIFEE VALLEY, L.L.C.


K. HOVNANIAN HOMES AT FAIRWOOD,
L.L.C.


K. HOVNANIAN HOMES OF D.C.,
L.L.C.


K. HOVNANIAN HOMES OF DELAWARE,
L.L.C.


K. HOVNANIAN HOMES OF
MINNESOTA, L.L.C.


K. HOVNANIAN HOMES OF PENNSYLVANIA,
L.L.C.


K. HOVNANIAN INVESTMENT
PROPERTIES OF NEW JERSEY, INC.


K. HOVNANIAN MARINE, INC.


K. HOVNANIAN PA REAL ESTATE,
INC.


K. HOVNANIAN PORT IMPERIAL
URBAN RENEWAL, INC.


K. HOVNANIAN PROPERTIES OF
NEWARK URBAN RENEWAL CORPORATION, INC.


K. HOVNANIAN PROPERTIES OF
NORTH BRUNSWICK V, INC.


K. HOVNANIAN PROPERTIES OF
PISCATAWAY, INC.


K. HOVNANIAN PROPERTIES OF RED
BANK, INC.


K. HOVNANIAN PROPERTIES OF
WALL, INC.


KHC ACQUISITION, INC.


LANDARAMA, INC.


M&M AT LONG BRANCH, INC.


MATZEL & MUMFORD OF DELAWARE,
INC.


MATZEL & MUMFORD AT EGG
HARBOR, L.L.C.


MCNJ, INC.


PINE BROOK COMPANY, INC.


QUE CORPORATION


REFLECTIONS OF YOU INTERIORS,
INC.


SEABROOK ACCUMULATION
CORPORATION


STONEBROOK HOMES, INC.


THE MATZEL & MUMFORD
ORGANIZATION, INC.


THE NEW FORTIS CORPORATION


THE SOUTHAMPTON CORPORATION


WASHINGTON HOMES AT CAMERON
STATION, L.L.C.


WASHINGTON
HOMES AT RUSSETT, L.L.C.


WASHINGTON
HOMES OF WEST VIRGINIA, INC.


WASHINGTON
HOMES, INC.


WASHINGTON
HOMES, INC. OF VIRGINIA


WESTMINSTER
HOMES (CHARLOTTE), INC.


WESTMINSTER
HOMES OF TENNESSEE, INC.


WESTMINSTER
HOMES, INC.


WH LAND I, INC


WH LAND II,
INC.


WH PROPERTIES,
INC.


ARBOR WEST,
L.L.C.


DULLES
COPPERMINE, L.L.C.


K. HOVNANIAN
AT 4S, L.L.C.


K. HOVNANIAN
AT ACQUA VISTA, L.L.C.


 


30





















 


K. HOVNANIAN
AT ARBOR HEIGHTS, LLC


K. HOVNANIAN
AT ASHBURN VILLAGE, L.L.C.


K. HOVNANIAN
AT BARNEGAT I, L.L.C.


K. HOVNANIAN
AT BERKELEY, L.L.C.


K. HOVNANIAN
AT BERNARDS V, L.L.C.


K. HOVNANIAN
AT BLOOMS CROSSING, L.L.C.


K. HOVNANIAN
AT BLUE HERON PINES, L.L.C.


K. HOVNANIAN
AT BRENBROOKE, L.L.C.


K. HOVNANIAN
AT BRIDGEWATER I, L.L.C.


K. HOVNANIAN
AT CAMDEN I, L.L.C.


K. HOVNANIAN
AT CARMEL VILLAGE, L.L.C.


K. HOVNANIAN
AT CEDAR GROVE III, L.L.C.


K. HOVNANIAN
AT CHESTER I, L.L.C.


K. HOVNANIAN
AT CLIFTON, L.L.C.


K. HOVNANIAN
AT CLIFTON II, L.L.C.


K. HOVNANIAN
AT CORTEZ HILL, L.L.C.


K. HOVNANIAN
AT CRANBURY, L.L.C.


K. HOVNANIAN
AT CURRIES WOODS, L.L.C.


K. HOVNANIAN
AT DENVILLE, L.L.C.


K. HOVNANIAN
AT EASTLAKE, L.L.C.


K. HOVNANIAN
AT EDGEWATER, L.L.C.


K. HOVNANIAN
AT EDGEWATER II, L.L.C.


K. HOVNANIAN
AT EGG HARBOR TOWNSHIP, L.L.C.


K. HOVNANIAN
AT ENCINITAS RANCH, L.L.C.


K. HOVNANIAN
AT FOREST MEADOWS, L.L.C.


K. HOVNANIAN
AT FREEHOLD TOWNSHIP, L.L.C.


K. HOVNANIAN
AT GREAT NOTCH, L.L.C.


K. HOVNANIAN
AT GUTTENBERG, L.L.C.


K. HOVNANIAN
AT HACKETTSTOWN II, L.L.C.


K. HOVNANIAN
AT HAMBURG, L.L.C.


K. HOVNANIAN
AT HAMBURG CONTRACTORS, L.L.C.


K. HOVNANIAN
AT JACKSON I, L.L.C.


K. HOVNANIAN
AT JACKSON, L.L.C.


K. HOVNANIAN
AT JERSEY CITY IV, L.L.C.


K. HOVNANIAN
AT JERSEY CITY V URBAN RENEWAL CO., L.L.C.


K. HOVNANIAN
AT KINCAID, L.L.C.


K. HOVNANIAN
AT KING FARM, L.L.C.


K. HOVNANIAN
AT LA COSTA, L.L.C.


K. HOVNANIAN
AT LA HABRA KNOLLS, L.L.C.


K. HOVNANIAN
AT LAFAYETTE ESTATES, L.L.C.


K. HOVNANIAN
AT LAKE RIDGE CROSSING, L.L.C.


K. HOVNANIAN
AT LAKE TERRAPIN, L.L.C.


K. HOVNANIAN
AT LAWRENCE V, L.L.C.


K. HOVNANIAN
AT LINWOOD, L.L.C.


K. HOVNANIAN
AT LITTLE EGG HARBOR, L.L.C.


K. HOVNANIAN
AT LITTLE EGG HARBOR CONTRACTORS, L.L.C.


 


31





















 


K. HOVNANIAN
AT LONG BRANCH I, L.L.C.


K. HOVNANIAN
AT LOWER MACUNGIE TOWNSHIP I, L.L.C.


K. HOVNANIAN
AT LOWER MACUNGIE TOWNSHIP II, L.L.C.


K. HOVNANIAN
AT LOWER MAKEFIELD TOWNSHIP I, L.L.C.


K. HOVNANIAN
AT LOWER MORELAND I, L.L.C.


K. HOVNANIAN
AT LOWER MORELAND II, L.L.C.


K. HOVNANIAN
AT MANALAPAN II, L.L.C.


K. HOVNANIAN
AT MANSFIELD I, LLC


K. HOVNANIAN
AT MANSFIELD II, LLC


K. HOVNANIAN
AT MANSFIELD III, L.L.C.


K. HOVNANIAN
AT MARLBORO TOWNSHIP V, L.L.C.


K. HOVNANIAN
AT MARLBORO VI, L.L.C.


K. HOVNANIAN
AT MARLBORO VII, L.L.C.


K. HOVNANIAN
AT MIDDLE TOWNSHIP, L.L.C.


K. HOVNANIAN
AT MIDDLETOWN II, L.L.C.


K. HOVNANIAN
AT MIDDLETOWN, L.L.C.


K. HOVNANIAN
AT MONROE III, L.L.C.


K. HOVNANIAN
AT MOSAIC, L.L.C.


K. HOVNANIAN
AT MT. OLIVE TOWNSHIP, L.L.C.


K. HOVNANIAN
AT NORTH BERGEN, L.L.C.


K. HOVNANIAN
AT NORTH BRUNSWICK VI, L.L.C.


K. HOVNANIAN
AT NORTH CALDWELL, L.L.C.


K. HOVNANIAN
AT NORTH HALEDON, L.L.C.


K. HOVNANIAN
AT NORTH WILDWOOD, L.L.C.


K. HOVNANIAN
AT NORTHAMPTON, L.L.C.


K. HOVNANIAN
AT NORTHFIELD, L.L.C.


K. HOVNANIAN
AT OLD BRIDGE, L.L.C.


K. HOVNANIAN
AT OLDE ORCHARD, L.L.C.


K. HOVNANIAN
AT PACIFIC BLUFFS, L.L.C.


K. HOVNANIAN
AT PARAMUS, L.L.C.


K. HOVNANIAN
AT PARK LANE, L.L.C.


K. HOVNANIAN
AT RANCHO SANTA MARGARITA, L.L.C.


K. HOVNANIAN
AT RANDOLPH I, L.L.C.


K. HOVNANIAN
AT READINGTON II, L.L.C.


K. HOVNANIAN
AT RIVERBEND II, L.L.C.


K. HOVNANIAN
AT RIVERBEND, L.L.C.


K. HOVNANIAN
AT RODERUCK. L.L.C.


K. HOVNANIAN
AT ROWLAND HEIGHTS, L.L.C.


K. HOVNANIAN
AT SAYREVILLE, L.L.C.


K. HOVNANIAN
AT SMITHVILLE III, L.L.C.


K. HOVNANIAN
AT SOMERS POINT, L.L.C.


K. HOVNANIAN
AT SOUTH AMBOY, L.L.C.


K. HOVNANIAN
AT SOUTH BANK, L.L.C.


K. HOVNANIAN
AT SOUTH BRUNSWICK, L.L.C.


K. HOVNANIAN
AT SPRING HILL ROAD, L.L.C.


K. HOVNANIAN
AT SUNSETS, L.L.C.


 


32





















 


K. HOVNANIAN
AT THE GABLES, L.L.C.


K. HOVNANIAN
AT TRAIL RIDGE, L.L.C.


K. HOVNANIAN AT UPPER FREEHOLD
TOWNSHIP I, INC.


K. HOVNANIAN AT UPPER FREEHOLD
TOWNSHIP II, L.L.C.


K. HOVNANIAN AT UPPER FREEHOLD
TOWNSHIP III, L.L.C.


K. HOVNANIAN AT UPPER UWCHLAN,
L.L.C.


K. HOVNANIAN AT UPPER UWCHLAN
II, L.L.C.


K. HOVNANIAN AT WANAQUE, L.L.C.


K. HOVNANIAN AT WASHINGTON,
L.L.C.


K. HOVNANIAN AT WAYNE VIII,
L.L.C.


K. HOVNANIAN AT WAYNE IX,
L.L.C.


K. HOVNANIAN AT WEST MILFORD,
L.L.C.


K. HOVNANIAN AT WEST WINDSOR,
L.L.C.


K. HOVNANIAN AT WILLOW BROOK,
L.L.C.


K. HOVNANIAN AT WINCHESTER,
L.L.C.


K. HOVNANIAN AT WOODHILL
ESTATES, L.L.C.


K. HOVNANIAN CENTRAL
ACQUISITIONS, L.L.C.


K. HOVNANIAN COMPANIES OF METRO
D.C. NORTH, L.L.C.


K. HOVNANIAN COMPANIES, LLC


K. HOVNANIAN CONSTRUCTION II,
INC.


K. HOVNANIAN CONSTRUCTION III,
INC.


K. HOVNANIAN DEVELOPMENTS OF
D.C., INC.


K. HOVNANIAN DEVELOPMENTS OF
DELAWARE, INC.


K. HOVNANIAN DEVELOPMENTS OF
MINNESOTA, INC.


K. HOVNANIAN EASTERN
PENNSYLVANIA, L.L.C.


K. HOVNANIAN ENTERPRISES, INC.


K. HOVNANIAN FOUR SEASONS AT
GOLD HILL, L.L.C.


K. HOVNANIAN FOUR SEASONS AT
HISTORIC VIRGINIA, L.L.C.


K. HOVNANIAN GREAT WESTERN
BUILDING COMPANY, L.L.C.


K. HOVNANIAN GREAT WESTERN
HOMES, L.L.C.


K. HOVNANIAN HOLDINGS NJ,
L.L.C.


K. HOVNANIAN INVESTMENTS,
L.L.C.


K. HOVNANIAN NORTH CENTRAL
ACQUISITIONS, L.L.C.


K. HOVNANIAN NORTH JERSEY
ACQUISITIONS, L.L.C.


K. HOVNANIAN NORTHEAST
SERVICES, L.L.C.


K. HOVNANIAN OHIO REALTY,
L.L.C.


K. HOVNANIAN PENNSYLVANIA
ACQUISITIONS, L.L.C.


K. HOVNANIAN SHORE ACQUISITIONS,
L.L.C.


K. HOVNANIAN SOUTH JERSEY
ACQUISITION, L.L.C.


K. HOVNANIAN SOUTHERN NEW
JERSEY, L.L.C.


K. HOVNANIAN SUMMIT HOLDINGS,
L.L.C.


K. HOVNANIAN SUMMIT HOMES,
L.L.C.


K. HOVNANIAN SUMMIT HOMES OF
MICHIGAN, L.L.C.


K. HOVNANIAN SUMMIT HOMES OF
PENNSYLVANIA, L.L.C.


K. HOVNANIAN SUMMIT HOMES OF
WEST VIRGINIA, L.L.C.


K. HOVNANIAN WINDWARD HOMES,
L.L.C.


 


33





















 


K. HOVNANIAN’S FOUR SEASONS AT
HEMET, L.L.C.


K. HOVNANIAN’S FOUR SEASONS AT
PALM SPRINGS, L.L.C.


K. HOVNANIAN’S FOUR SEASONS AT
VINT HILL, L.L.C.


K. HOVNANIAN’S FOUR SEASONS,
L.L.C.


K. HOVNANIAN’S PRIVATE HOME
PORTFOLIO, L.L.C.


KHIP, LLC


KINGS COURT AT MONTGOMERY,
L.L.C.


M&M AT APPLE RIDGE, L.L.C.


M&M AT BROOKHILL, L.L.C.


M&M AT CHESTERFIELD, L.L.C.


M&M AT EAST MILL, L.L.C.


M&M AT HERITAGE WOODS,
L.L.C.


M&M AT KENSINGTON WOODS,
L.L.C.


M&M AT MORRISTOWN, L.L.C.


M & M AT ROBERT MORRIS,
L.L.C.


M&M AT SHERIDAN, L.L.C.


M & M AT SOUTH BOUND BROOK,
L.L.C.


M&M AT SPARTA, L.L.C.


M&M AT SPINNAKER POINTE,
L.L.C.


M&M AT SPRUCE HOLLOW,
L.L.C.


M&M AT SPRUCE MEADOWS,
L.L.C.


M&M AT SPRUCE RUN, L.L.C.


M&M AT THE HIGHLANDS,
L.L.C.


M&M AT WEST ORANGE, L.L.C.


M&M AT WHEATENA URBAN
RENEWAL, L.L.C.


MATZEL & MUMFORD AT
CRANBURY KNOLL, L.L.C.


MATZEL & MUMFORD AT
FREEHOLD, L.L.C.


MATZEL & MUMFORD AT
HERITAGE LANDING, L.L.C.


MATZEL & MUMFORD AT
MONTGOMERY, L.L.C.


MATZEL & MUMFORD AT
PHILLIPSBURG, L.L.C.


MATZEL & MUMFORD AT SOUTH
BRUNSWICK, L.L.C.


MATZEL & MUMFORD AT
WOODLAND CREST, L.L.C.


MMIP, L.L.C.


PADDOCKS, L.L.C.


RIDGEMORE UTILITY, L.L.C.


THE LANDINGS AT SPINNAKER
POINTE, L.L.C.


WASHINGTON HOMES AT COLUMBIA
TOWN CENTER, L.L.C.


WASHINGTON HOMES AT CAMP
SPRINGS, L.L.C.


WASHINGTON HOMES AT FOREST RUN,
L.L.C.


WASHINGTON HOMES AT LAUREL
HIGHLANDS, L.L.C.


WASHINGTON HOMES AT RENAISSANCE
PLAZA, L.L.C.


WASHINGTON HOMES OF MARYLAND I,
L.L.C.


WESTMINSTER HOMES OF ALABAMA,
L.L.C.


WESTMINSTER HOMES OF
MISSISSIPPI, L.L.C.


WESTMINSTER HOMES OF SOUTH
CAROLINA, L.L.C.


WOODLAND LAKES CONDOS AT BOWIE
NEWTOWN, LLC


 


34





















 


GOODMAN FAMILY OF BUILDERS,
L.P.


K. HOVNANIAN OF HOUSTON II,
L.P.


K. HOVNANIAN OF HOUSTON, L.P.


M & M INVESTMENTS, L.P.


WASHABAMA, L.P.


 


35