Exhibit 4.4


 


SENIOR SUBORDINATED 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 6% Series A Senior Subordinated Notes due 2010
(the “Subordinated 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 Subordinated 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 Subordinated Indenture, dated November 30, 2004, among the
Company, the Guarantors and Wachovia Bank, National Association, as trustee
(the “Subordinated Trustee”),
relating to the Subordinated A Notes and the Subordinated B Notes (as defined
below) (the “Subordinated  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
Subordinated Indenture.


 


Closing Date:  The date hereof.


 


Commission:  The Securities and Exchange Commission.


 


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Consummate:  An Exchange Offer shall be deemed “Consummated”
for purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Subordinated 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 Subordinated Trustee under the Subordinated Indenture of
Subordinated B Notes in the same aggregate principal amount as the aggregate
principal amount of Subordinated 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 Subordinated B Notes (which shall be registered pursuant to
the Exchange Offer Registration Statement) equal to the outstanding principal
amount of Subordinated 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.


 


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Regulation S:  Regulation S promulgated under the Act.


 


Rule 144:  Rule 144 promulgated under the Act.


 


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


 


Subordinated B Notes:  The Company’s 6% Series B Senior Subordinated
Notes due 2010 to be issued under the Subordinated 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 Subordinated Indenture.


 


Transfer Restricted Securities:  Each Subordinated A Note, until the earliest
to occur of (a) the date on which such Subordinated A Note is exchanged in the
Exchange Offer for a Subordinated 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 Subordinated A Note has
been disposed of in accordance with a Shelf Registration Statement (and the
purchasers thereof have been issued Subordinated B Notes) or (c) the date on
which such Subordinated A Note is distributed to the public pursuant to Rule
144 or Regulation S under the Act (and purchasers thereof have been issued
Subordinated B Notes) and each Subordinated B Note issued to a Broker Dealer until
the date on which such Subordinated 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


 


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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”), (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 Subordinated 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 Subordinated B Notes to be offered in exchange for the Subordinated A Notes
that are Transfer Restricted Securities and (ii) resales of Subordinated B
Notes by Broker-Dealers that tendered into the Exchange Offer Subordinated A
Notes that such Broker-Dealer acquired for its own account as a result of
market making activities or other trading activities (other than Subordinated 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
Subordinated 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 Subordinated A Notes acquired


 


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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 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
Subordinated 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 Subordinated 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 Subordinated
A Notes acquired directly from the Company or any of its Affiliates, then the
Company and the Guarantors shall:


 


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(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 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


 


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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 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.


 


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All accrued additional interest shall be paid to the Holders entitled
thereto in the manner provided for the payment of interest in the Subordinated
Indenture on each Interest Payment Date as more fully set forth in the
Subordinated Indenture and the Notes. 
Notwithstanding the fact that any securities for which additional
interest is 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 Subordinated B Notes by Broker-Dealers that
tendered in the Exchange Offer Subordinated 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 Subordinated 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


 


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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
participate in, a distribution of the Subordinated B Notes to be issued in the
Exchange Offer and (C) it is acquiring the Subordinated 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 Subordinated B Notes shall acknowledge and
agree that, if the resales are of Subordinated B Notes obtained by such Holder
in exchange for Subordinated 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 Subordinated 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 Subordinated B Notes in its ordinary course of
business and has no arrangement or understanding with any Person to participate
in the distribution of the Subordinated 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.


 


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(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 Subordinated 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 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 Subordinated A Notes covered by any Shelf Registration Statement
contemplated by this Agreement, Subordinated B Notes having an aggregate
principal amount equal to the aggregate principal amount of Subordinated A
Notes sold pursuant to the Shelf Registration Statement and surrendered to the
Company for cancellation; the Company shall register Subordinated B Notes on
the Shelf Registration Statement for this purpose and issue the Subordinated 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


 


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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 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


 


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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 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;


 


12





















 


(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 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


 


13





















 


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 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


 


14





















 


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, 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 Subordinated Trustee under the
Subordinated 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);


 


15





















 


(xvii)  cause the Subordinated
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 Subordinated Trustee and the Holders to effect
such changes to the Subordinated Indenture as may be required for such
Subordinated Indenture to be so qualified in accordance with the terms of the
TIA; and execute and use their best efforts to cause the Subordinated 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 Subordinated 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


 


16





















 


state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the
Subordinated 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 principal amount of Transfer Restricted Securities being sold; (v)
all application and filing fees in connection with listing the Subordinated 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 Subordinated A Notes in the Exchange Offer and/or selling or
reselling Subordinated A Notes or Subordinated 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


 


17





















 


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 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


 


18





















 


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 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


 


19





















 


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 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


 


20





















 


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.


 


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


 


21





















 


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.


 


(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 Subordinated Indenture, with a copy to
the Registrar under the Subordinated 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 Subordinated Trustee at the
address specified in the Subordinated 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


 


22





















 


Securities in violation of
the terms hereof or of the Purchase Agreement or the Subordinated
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 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.


 


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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