REGISTRATION RIGHTS AGREEMENT



 





Exhibit 4.2




REGISTRATION RIGHTS AGREEMENT




Dated as of August 12, 2004




Among




LENNAR CORPORATION




AND THE GUARANTORS NAMED HEREIN




as Issuers,




and




CITIGROUP GLOBAL MARKETS INC.,




J.P. MORGAN SECURITIES INC.




BANC OF AMERICA SECURITIES LLC




CALYON SECURITIES (USA) INC.




DEUTSCHE BANK SECURITIES INC.




WACHOVIA CAPITAL MARKETS, LLC




BNP PARIBAS SECURITIES CORP.




COMERICA SECURITIES, INC.




GREENWICH CAPITAL MARKETS, INC.




and




SUNTRUST CAPITAL MARKETS, INC.




as Initial Purchasers




5.50% Senior Notes due 2014




 









 








REGISTRATION RIGHTS AGREEMENT




          This Registration Rights Agreement (this “Agreement”) is made and entered
into as of August 12, 2004, among LENNAR CORPORATION, a Delaware corporation
(the “Company”), and the other entities that are listed on the signature pages
hereof (collectively with any entity that in the future executes a supplemental
indenture pursuant to which such entity agrees to guarantee the Notes (as
hereinafter defined), the “Guarantors” and, together with the Company, the
“Issuers”), and CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES INC.,
BANC OF AMERICA SECURITIES LLC, CALYON SECURITIES (USA) INC., DEUTSCHE BANK
SECURITIES INC., WACHOVIA CAPITAL MARKETS, LLC, BNP PARIBAS SECURITIES CORP.,
COMERICA SECURITIES, INC., GREENWICH CAPITAL MARKETS, INC. and SUNTRUST CAPITAL
MARKETS, INC. (each, an “Initial Purchaser” and, collectively, the “Initial
Purchasers”) for whom Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc. are acting as representatives.



          This Agreement is entered into in connection with the Purchase Agreement,
dated August 5, 2004, among the Company and the Initial Purchasers (the
“Purchase Agreement”), which provides for the sale by the Company to the
Initial Purchasers of $250,000,000 aggregate principal amount of the Company’s
5.50% Senior Notes due 2014 (the “Notes”). The Notes are unconditionally
guaranteed (the “Guarantees”) by each of the Guarantors. The Notes and the
Guarantees are collectively referred to herein as the “Securities”. In order
to induce the Initial Purchasers to enter into the Purchase Agreement, the
Issuers have agreed to provide the registration rights set forth in this
Agreement for the benefit of the Initial Purchasers and any subsequent holder
or holders of the Securities. The execution and delivery of this Agreement is
a condition to the Initial Purchasers’ obligation to purchase the Securities
under the Purchase Agreement.



          The parties hereby agree as follows:



     1. Definitions



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



          Additional Interest: See Section 4 hereof.



          Advice: See the last paragraph of Section 5 hereof.



          Agreement: See the introductory paragraphs hereto.



          Applicable Period: See Section 2 hereof.



          Company: See the introductory paragraphs hereto.



          Effectiveness Date: January 24, 2005; provided, however, that with
respect to any Shelf Registration Statement, the Effectiveness Date shall be
the 75th day following the Filing Date with respect thereto.



 









 





          Effectiveness Period: See Section 3(a) hereof.



          Event Date: See Section 4(b) hereof.



          Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.



          Exchange Notes: See Section 2 hereof.



          Exchange Offer: See Section 2 hereof



          Exchange Offer Registration Statement: See Section 2 hereof.



          Filing Date: (A) If no Exchange Offer Registration Statement has been
filed by the Issuers pursuant to this Agreement, December 10, 2004; and (B) in
each other case (which may be applicable notwithstanding the consummation of
the Exchange Offer), the 30th day after the delivery of a Shelf Notice.



          Guarantees: See the introductory paragraphs hereto.



          Guarantors: See the introductory paragraphs hereto.



          Holder: Any holder of a Registrable Security or Registrable Securities.



          Indemnified Person: See Section 7(c) hereof.



          Indemnifying Person: See Section 7(c) hereof.



          Indenture: The Indenture, dated as of August 12, 2004, by and among the
Issuers and J.P. Morgan Trust Company, N.A., as trustee, pursuant to which the
Notes are being issued, as the same may be amended or supplemented from time to
time in accordance with the terms thereof.



          Initial Purchasers: See the introductory paragraphs hereto.



          Initial Shelf Registration Statement: See Section 3(a) hereof.



          Inspectors: See Section 5(m) hereof.



          Issue Date: August 12, 2004, the date of original issuance of the
Securities.



          NASD: See Section 5(r) hereof.



          Notes: See the introductory paragraphs hereto.



          Offering Memorandum: The offering memorandum of the Company dated August
5, 2004, in respect of the offering of the Securities.



          Participant: See Section 7(a) hereof.



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          Participating Broker-Dealer: See Section 2(a) hereof.



          Person: An individual, trustee, corporation, limited liability company,
partnership, joint stock company, trust, unincorporated association, union,
business association, firm or other legal entity.



          Private Exchange: See Section 2(b) hereof.



          Private Exchange Notes: See Section 2(b) hereof.



          Prospectus: The prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act and any term sheet filed pursuant to Rule
434 under the Securities Act), as amended or supplemented by any prospectus
supplement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.



          Purchase Agreement: See the introductory paragraphs hereto.



          Records: See Section 5(m) hereof.



          Registrable Notes: Each Note upon its original issuance and at all times
subsequent thereto, each Exchange Note as to which Section 2(c)(iv) hereof is
applicable upon original issuance and at all times subsequent thereto and each
Private Exchange Note upon original issuance thereof and at all times
subsequent thereto, until the earliest to occur of (i) a Registration Statement
(other than, with respect to any Exchange Note as to which Section 2(c)(iv)
hereof is applicable, the Exchange Offer Registration Statement) covering such
Note, Exchange Note or Private Exchange Note has been declared effective by the
SEC and such Note, Exchange Note or such Private Exchange Note, as the case may
be, has been disposed of in accordance with such effective Registration
Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for
an Exchange Note or Exchange Notes that may be resold (or, but for the status
of such Holder as an affiliate of the Issuers under Rule 405, could be resold)
without restriction under state and federal securities laws, (iii) such Note,
Exchange Note or Private Exchange Note, as the case may be, ceases to be
outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or
Private Exchange Note, as the case may be, may be resold without restriction
pursuant to Rule 144(k) (as amended or replaced) under the Securities Act.



          Registrable Securities: Each Registrable Note and related guarantees.



          Registration Statement: Any registration statement of the Issuers that
covers any of the Securities, the Exchange Notes (and related guarantees) or
the Private Exchange Notes (and related guarantees) filed with the SEC under
the Securities Act, including the Prospectus, amendments and supplements to
such registration statement, including post-effective amendments, all exhibits,
and all material incorporated by reference or deemed to be incorporated by
reference in such registration statement.



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          Rule 144: Rule 144 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of the issuer of such securities
being free of the registration and prospectus delivery requirements of the
Securities Act.



          Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC.



          Rule 405: Rule 405 under the Securities Act.



          Rule 415: Rule 415 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the SEC.



          SEC: The Securities and Exchange Commission.



          Securities: See the introductory paragraphs hereto.



          Securities Act: The Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.



          Shelf Notice: See Section 2(c) hereof.



          Shelf Registration Statement: See Section 3(b) hereof.



          Subsequent Shelf Registration Statement: See Section 3(b) hereof.



          TIA: The Trust Indenture Act of 1939, as amended.



          Trustee: The trustee under the Indenture and the trustee (if any) under
any indenture governing the Exchange Notes (and related guarantees) and Private
Exchange Notes (and related guarantees).



          Underwritten registration or underwritten offering: A registration in
which securities of one or more of the Issuers are sold to an underwriter for
reoffering to the public.



     2. Exchange Offer



          (a) The Issuers shall file with the SEC, no later than the Filing Date, a
Registration Statement (the “Exchange Offer Registration Statement”) on an
appropriate registration form with respect to a registered offer (the “Exchange
Offer”) to exchange any and all of the Registrable Securities for a like
aggregate principal amount of notes of the Company, guaranteed by the
Guarantors, that are identical in all material respects to the Securities,
except that the Exchange Notes shall contain no restrictive legend thereon (the
“Exchange Notes”), and which are entitled to the benefits of the Indenture or a
trust indenture which is identical in all material respects to the Indenture
(other than such changes to the Indenture or any such identical



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trust indenture as are necessary to comply with the TIA) and which, in
either case, has been qualified under the TIA. Interest on each Exchange Note
will accrue (A) from the later of (1) the last interest payment date on which
interest was paid on the Note surrendered, or (2) if the Note is surrendered
for exchange on a date in a period which includes the record date for an
interest payment date to occur on or after the date of the exchange and as to
which interest will be paid, such interest payment date or (B) if no interest
has been paid on that Note, from the Issue Date. The Exchange Offer shall
comply with all applicable tender offer rules and regulations under the
Exchange Act and other applicable laws. The Issuers shall use their reasonable
best efforts to (x) cause the Exchange Offer Registration Statement to be
declared effective under the Securities Act on or before the Effectiveness
Date; (y) keep the Exchange Offer open for acceptance for not less than 30 days
(or longer if required by applicable law) after the date that notice of the
Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on
or prior to March 10, 2005. If, after the Exchange Offer Registration
Statement is initially declared effective by the SEC, the Exchange Offer or the
issuance of the Exchange Notes (and related guarantees) thereunder is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, the Exchange Offer
Registration Statement shall be deemed not to have become effective for
purposes of this Agreement.



          Each Holder that participates in the Exchange Offer will be required, as a
condition to its participation in the Exchange Offer, to represent to the
Company in writing (which may be contained in the applicable letter of
transmittal) (1) that any Exchange Notes (and related guarantees) to be
received by it will be acquired in the ordinary course of its business, (2)
that at the time of the consummation of the Exchange Offer such Holder will
have no arrangement or understanding with any Person to participate in the
distribution of the Exchange Notes (and related guarantees) in violation of the
provisions of the Securities Act, (3) that such Holder is not an “affiliate”
(as defined in Rule 405 promulgated under the Securities Act) of any Issuer (4)
if the holder is not a broker-dealer, that it is not engaged in, and does not
intend to engage in, the distribution of Exchange Notes (and related
guarantees) and (5) if the holder is a broker-dealer (a “Participating
Broker-Dealer”) that it will receive the Exchange Notes (and related
guarantees) for its own account in exchange for Securities that were acquired
as a result of market-making or other trading activities, and that it will
deliver a prospectus in connection with any resale of the Exchange Notes (and
related guarantees).



          Upon consummation of the Exchange Offer in accordance with this Section 2,
the provisions of this Agreement shall continue to apply, mutatis mutandis,
solely with respect to Registrable Securities that are Private Exchange Notes
(and related guarantees), Exchange Notes (and related guarantees) as to which
Section 2(c)(iv) is applicable and Exchange Notes (and related guarantees) held
by Participating Broker-Dealers, and the Issuers shall have no further
obligation to register Registrable Securities (other than Private Exchange
Notes (and related guarantees) and other than in respect of any Exchange Notes
(and related guarantees) as to which clause 2(c)(iv) hereof applies) pursuant
to Section 3 hereof.



          No securities other than the Exchange Notes (and related guarantees) shall
be included in the Exchange Offer Registration Statement.



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          (b) The Issuers shall include within the Prospectus contained in the
Exchange Offer Registration Statement a section entitled “Plan of
Distribution,” reasonably acceptable to the Initial Purchasers, which shall
contain a summary statement of the positions taken or policies made by the
staff of the SEC with respect to the potential “underwriter” status of any
Participating Broker-Dealer that is the beneficial owner (as defined in Rule
13d-3 under the Exchange Act) of Exchange Notes received by such Participating
Broker-Dealer in the Exchange Offer, whether such positions or policies have
been publicly disseminated by the staff of the SEC or such positions or
policies represent the prevailing views of the staff of the SEC. Such “Plan of
Distribution” section shall also expressly permit, to the extent permitted by
applicable policies and regulations of the SEC, the use of the Prospectus by
all Persons subject to the prospectus delivery requirements of the Securities
Act, including, to the extent permitted by applicable policies and regulations
of the SEC, all Participating Broker-Dealers, and include a statement
describing the means by which Participating Broker-Dealers may resell the
Exchange Notes in compliance with the Securities Act.



          The Issuers shall use their best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the Prospectus
contained therein in order to permit such Prospectus to be lawfully delivered
by all Persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as is necessary to comply with
applicable law in connection with any resale of the Exchange Notes covered
thereby; provided, however, that such period shall not exceed 180 days after
such Exchange Offer Registration Statement is declared effective (or such
longer period if extended pursuant to the last paragraph of Section 5 hereof)
(the “Applicable Period”).



          If, prior to consummation of the Exchange Offer, any Holder holds any
Securities acquired by it that have, or that are reasonably likely to be
determined to have, the status of an unsold allotment in an initial
distribution, or any Holder is not entitled to participate in the Exchange
Offer, the Issuers upon the request of any such Holder shall simultaneously
with the delivery of the Exchange Notes in the Exchange Offer, issue and
deliver to any such Holder, in exchange (the “Private Exchange”) for such
Securities held by any such Holder, a like principal amount of notes (the
“Private Exchange Notes”) of the Company, guaranteed by the Guarantors, that
are identical in all material respects to the Exchange Notes except for the
placement of a restrictive legend on such Private Exchange Notes. The Private
Exchange Notes shall be issued pursuant to the same indenture as the Exchange
Notes and bear the same CUSIP number as the Exchange Notes.



          In connection with the Exchange Offer, the Issuers shall:




   (i) mail, or cause to be mailed, to each Holder of record
entitled to participate in the Exchange Offer a copy of the
Prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and
related documents;




   (ii) use their best efforts to keep the Exchange Offer open
for acceptance for not less than 30 days after the date that notice
of the Exchange Offer is mailed to Holders (or longer if required
by applicable law);



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   (iii) utilize the services of a depositary for the Exchange
Offer with an address in the Borough of Manhattan, The City of New
York;




   (iv) permit Holders to withdraw tendered Securities at any
time prior to the close of business, New York time, on the last
business day on which the Exchange Offer shall remain open; and




   (v) otherwise comply in all material respects with all
applicable laws, rules and regulations.



          As soon as practicable after the close of the Exchange Offer and the
Private Exchange, if any, the Issuers shall:




   (vi) accept for exchange all Registrable Notes validly
tendered and not validly withdrawn pursuant to the Exchange Offer
and the Private Exchange, if any;




   (vii) deliver to the Trustee for cancellation all Registrable
Notes so accepted for exchange; and




   (viii) cause the Trustee to authenticate and deliver promptly
to each Holder of Securities, Exchange Notes or Private Exchange
Notes, as the case may be, equal in principal amount to the
Securities of such Holder so accepted for exchange.



          The Exchange Notes (and related guarantees) and the Private Exchange Notes
(and related guarantees) shall be issued under (i) the Indenture or (ii) an
indenture identical in all material respects to the Indenture and which, in
either case, has been qualified under the TIA or is exempt from such
qualification and shall provide that the Exchange Notes (and related
guarantees) shall not be subject to the transfer restrictions set forth in the
Indenture. The Indenture or such indenture shall provide that the Exchange
Notes (and related guarantees), the Private Exchange Notes (and related
guarantees) and the Securities shall vote and consent together on all matters
as one class and that none of the Exchange Notes (and related guarantees), the
Private Exchange Notes (and related guarantees) or the Securities will have the
right to vote or consent as a separate class on any matter.



          (c) If, (i) because of any change in law or in currently prevailing
interpretations by the SEC staff, the Issuers are not permitted to effect the
Exchange Offer, (ii) the Exchange Offer is not consummated by March 10, 2005,
(iii) in certain circumstances, certain holders of Private Exchange Notes (and
related guarantees) so request in writing to the Company, or (iv) in the case
of any Holder that tenders Securities in response to the Exchange Offer, such
Holder does not receive Exchange Notes on the date of the exchange that may be
sold without restriction under state and federal securities laws (other than
due solely to the status of such Holder as an affiliate of any of the Issuers
within the meaning of the Securities Act), then in the case of each of clauses
(i) to and including (iv) of this sentence, the Issuers shall (a) promptly
deliver to the Holders and the Trustee written notice thereof (the “Shelf
Notice”) and (b) at its sole expense and as promptly as practicable shall file
a Shelf Registration Statement pursuant to Section 3 hereof.



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     3. Shelf Registration



          If at any time a Shelf Notice is delivered as contemplated by Section 2(c)
hereof, then:



          (a) Shelf Registration. The Issuers shall file with the SEC a
Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Securities not exchanged
in the Exchange Offer, Private Exchange Notes (and related guarantees) and
Exchange Notes (and related guarantees) as to which Section 2(c)(iv) is
applicable (the “Initial Shelf Registration Statement”). The Company shall use
its best efforts to file with the SEC the Initial Shelf Registration Statement
on or before the applicable Filing Date. The Initial Shelf Registration
Statement shall be on Form S-1 or another appropriate form permitting
registration of such Registrable Securities for resale by Holders in the manner
or manners designated by them (including, without limitation, one or more
underwritten offerings). The Issuers shall not permit any securities other
than the Registrable Securities to be included in the Initial Shelf
Registration Statement or any Subsequent Shelf Registration Statement (as
defined below).



          The Issuers shall use their best efforts to cause the Initial Shelf
Registration Statement to be declared effective under the Securities Act on or
prior to the Effectiveness Date and to keep the Initial Shelf Registration
Statement continuously effective under the Securities Act until the date which
is two years from the Issue Date (the “Effectiveness Period”), or such shorter
period ending when (i) all Registrable Securities covered by the Initial Shelf
Registration Statement have been sold in the manner set forth and as
contemplated in the Initial Shelf Registration Statement or (ii) a Subsequent
Shelf Registration Statement covering all of the Registrable Securities covered
by and not sold under the Initial Shelf Registration Statement or an earlier
Subsequent Shelf Registration Statement has been declared effective under the
Securities Act; provided, however, that the Effectiveness Period in respect of
the Initial Shelf Registration Statement shall be extended to the extent
required to permit dealers to comply with the applicable prospectus delivery
requirements of Rule 174 under the Securities Act and as otherwise provided
herein.



          (b) Subsequent Shelf Registrations. If the Initial Shelf Registration
Statement or any Subsequent Shelf Registration Statement ceases to be effective
for any reason at any time during the Effectiveness Period (other than because
of the sale of all of the securities registered thereunder), the Company shall
use its best efforts to obtain the prompt withdrawal of any order suspending
the effectiveness thereof, and in any event shall within 30 days of such
cessation of effectiveness amend the Initial Shelf Registration Statement in a
manner to obtain the withdrawal of the order suspending the effectiveness
thereof, or file an additional “shelf” Registration Statement pursuant to Rule
415 covering all of the Registrable Securities covered by and not sold under
the Initial Shelf Registration Statement or an earlier Subsequent Shelf
Registration Statement (each, a “Subsequent Shelf Registration Statement”). If
a Subsequent Shelf Registration Statement is filed, the Company shall use its
best efforts to cause the Subsequent Shelf Registration Statement to be
declared effective under the Securities Act as soon as practicable after such
filing and to keep such subsequent Shelf Registration Statement continuously
effective for a period equal to the number of days in the Effectiveness Period
less the aggregate number of days during which the Initial Shelf Registration
Statement or any



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Subsequent Shelf Registration Statement was previously continuously
effective. As used herein the term “Shelf Registration Statement” means the
Initial Shelf Registration Statement and any Subsequent Shelf Registration
Statement.



          (c) Supplements and Amendments. The Issuers shall promptly supplement and
amend any Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration Statement, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Securities (or their counsel) covered by such Registration
Statement or by any underwriter of such Registrable Securities.



     4. Additional Interest



          (a) The Issuers and the Initial Purchasers agree that the Holders will
suffer damages if the Issuers fail to fulfill their obligations under Section 2
or Section 3 hereof and that it would not be feasible to ascertain the extent
of such damages with precision. Accordingly, the Issuers agree to pay, as
liquidated damages, additional interest on the Notes (“Additional Interest”)
under the circumstances and to the extent set forth below (each of which shall
be given independent effect):




   (i) if (A) neither the Exchange Offer Registration Statement
nor the Initial Shelf Registration Statement has been filed with
the SEC on or prior to the applicable Filing Date or (B)
notwithstanding that the Issuers have consummated or will
consummate the Exchange Offer, the Issuers are required to file a
Shelf Registration Statement and such Shelf Registration Statement
has not been filed with the SEC on or prior to the Filing Date
applicable thereto, then, commencing on the day after any such
Filing Date, Additional Interest shall accrue on the principal
amount of the Securities at a rate of 0.25% per annum for the first
90 days immediately following each such Filing Date, and such
Additional Interest rate shall increase by an additional 0.25% per
annum at the beginning of each subsequent 90-day period; or




   (ii) if (A) neither the Exchange Offer Registration Statement
nor the Initial Shelf Registration Statement has been declared
effective by the SEC on or prior to the applicable Effectiveness
Date or (B) notwithstanding that the Issuers have consummated or
will consummate the Exchange Offer, the Issuers are required to
file a Shelf Registration Statement and such Shelf Registration
Statement has not been declared effective by the SEC on or prior to
the applicable Effectiveness Date with respect to such Shelf
Registration Statement, then, commencing on the day after such
Effectiveness Date, Additional Interest shall accrue on the
principal amount of the Securities at a rate of 0.25% per annum for
the first 90 days immediately following the day after such
Effectiveness Date, and such Additional Interest rate shall
increase by an additional 0.25% per annum at the beginning of each
subsequent 90-day period; or




   (iii) if (A) the Issuers have not exchanged Exchange Notes
(and related guarantees) for all Securities validly tendered in
accordance with the terms of the



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Exchange Offer on or prior to March 10, 2005 or (B) if
applicable, a Shelf Registration Statement has been declared
effective and such Shelf Registration Statement ceases to be
effective at any time during the Effectiveness Period, then,
Additional Interest shall accrue on the principal amount of the
Securities at a rate of 0.25% per annum for the first 90 days
commencing on (x) March 10, 2005, in the case of (A) above, or (y)
the day such Shelf Registration Statement ceases to be effective in
the case of (B) above, and such Additional Interest rate shall
increase by an additional 0.25% per annum at the beginning of each
such subsequent 90-day period;



provided, however, that Additional Interest rate on the Notes may not under any
circumstance accrue under more than one of the foregoing clauses (i), (ii) and
(iii) of this Section 4 and the rate at which Additional Interest accrues on
the Notes as a result of the provisions of clauses (i), (ii) and (iii) of this
Section 4 may not exceed in the aggregate 1.0% per annum; provided further,
that (1) upon the filing of the applicable Exchange Offer Registration
Statement or the applicable Shelf Registration Statement as required hereunder
(in the case of clause (i) of this Section 4), (2) upon the effectiveness of
the Exchange Offer Registration Statement or the applicable Shelf Registration
Statement as required hereunder (in the case of clause (ii) of this Section 4),
or (3) upon the exchange of the Exchange Notes (and related guarantees) for all
Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon
the effectiveness of a Subsequent Shelf Registration Statement in the case of
Shelf Registration Statement which had ceased to remain effective (in the case
of clause (iii)(B) of this Section 4), Additional Interest on the Notes as a
result of such clause (or the relevant subclause thereof), as the case may be,
shall cease to accrue.



          (b) The Issuers shall notify the Trustee within three business days after
each and every date on which an event occurs in respect of which Additional
Interest is required to be paid (an “Event Date”), which notice shall also be
at least three business days prior to the date of any payment to be made in
accordance with the following sentence. Any amounts of Additional Interest due
pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in
cash simultaneously with, and to the same persons entitled to receive, stated
interest on the Notes, commencing with the first such payment of interest
occurring after any such Additional Interest commences to accrue. The amount
of Additional Interest payable with respect to Registrable Notes will be
determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Notes, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.



     5. Registration Procedures



          In connection with the filing of any Registration Statement pursuant to
Sections 2 or 3 hereof, the Issuers shall effect such registrations to permit
the sale of the securities covered thereby in accordance with the intended
method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuers hereunder each
of the Issuers shall:



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          (a) Prepare and file with the SEC prior to the applicable Filing Date, a
Registration Statement or Registration Statements as prescribed by Sections 2
or 3 hereof, and use its best efforts to cause each such Registration Statement
to become effective and remain effective as provided herein; provided, however,
that, if (1) such filing is pursuant to Section 3 hereof, or (2) a Prospectus
contained in the Exchange Offer Registration Statement filed pursuant to
Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes (and related
guarantees) during the Applicable Period relating thereto, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
the Issuers shall furnish to and afford the Holders of the Registrable
Securities included in such Registration Statement or each such Participating
Broker-Dealer, as the case may be, their counsel and the managing underwriters,
if any, a reasonable opportunity to review copies of all such documents
(including copies of any documents to be incorporated by reference therein and
all exhibits thereto) proposed to be filed (in each case at least five days
prior to such filing, or such later date as is reasonable under the
circumstances). The Issuers shall not file any Registration Statement or
Prospectus or any amendments or supplements thereto if the Holders of a
majority in aggregate principal amount of the Registrable Securities included
in such Registration Statement, or any such Participating Broker-Dealer, as the
case may be, their counsel, or the managing underwriters, if any, shall
reasonably object.



          (b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration Statement or Exchange Offer Registration
Statement, as the case may be, as may be necessary to keep such Registration
Statement continuously effective for the Effectiveness Period or the Applicable
Period, as the case may be; cause the related Prospectus to be supplemented by
any Prospectus supplement required by applicable law, and as so supplemented to
be filed pursuant to Rule 424 (or any similar provisions then in force)
promulgated under the Securities Act; and comply with the provisions of the
Securities Act and the Exchange Act applicable to each of them with respect to
the disposition of all securities covered by such Registration Statement as so
amended or in such Prospectus as so supplemented and with respect to the
subsequent resale of any securities being sold by a Participating Broker-Dealer
covered by any such Prospectus. The Issuers shall be deemed not to have used
their best efforts to keep a Registration Statement effective during the
Effectiveness Period or the Applicable Period, as the case may be, relating
thereto, if any of the Issuers voluntarily takes any action that would result
in selling Holders of the Registrable Securities covered thereby or
Participating Broker-Dealers seeking to sell Exchange Notes (and related
guarantees) not being able to sell such Registrable Securities or such Exchange
Notes (and related guarantees) during that period unless such action is
required by applicable law or permitted by this Agreement.



          (c) If (1) a Shelf Registration Statement is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes (and related guarantees) during the Applicable Period relating
thereto from whom any of the Issuers has received written notice that it will
be a Participating Broker-Dealer in the Exchange Offer, notify the selling
Holders of Registrable Securities, or each such Participating Broker-Dealer, as
the case may be, their counsel and the managing underwriters, if any, promptly
(but in any event within one day), and confirm such notice in writing, (i) when
a Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to a Registration Statement or any post-effective



- 11 -









 







amendment, when the same has become effective under the Securities Act
(including in such notice a written statement that any Holder may, upon
request, obtain, at the sole expense of the Issuers, one conformed copy of such
Registration Statement or post-effective amendment including financial
statements and schedules, documents incorporated or deemed to be incorporated
by reference and exhibits), (ii) of the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus or the
initiation of any proceedings for that purpose, (iii) if at any time when a
prospectus is required by the Securities Act to be delivered in connection with
sales of the Registrable Securities or resales of Exchange Notes (and related
guarantees) by Participating Broker-Dealers, the representations and warranties
of the Issuers contained in any agreement (including any underwriting
agreement) contemplated by Section 5(l) hereof cease to be true and correct in
all material respects, (iv) of the receipt by any of the Issuers of any
notification with respect to the suspension of the qualification or exemption
from qualification of a Registration Statement or any of the Registrable
Securities or the Exchange Notes (and related guarantees) to be sold by any
Participating Broker-Dealer for offer or sale in any jurisdiction, or the
initiation or threatening of any proceeding for such purpose, (v) of the
happening of any event, the existence of any condition or any information
becoming known that makes any statement made in such Registration Statement or
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making
of any changes in or amendments or supplements to such Registration Statement,
Prospectus or documents so that, in the case of the Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and
(vi) of the Issuers’ determination that a post-effective amendment to a
Registration Statement would be appropriate.



          (d) If (1) a Shelf Registration Statement is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes (and related guarantees) during the Applicable Period, use its
best efforts to prevent the issuance of any order suspending the effectiveness
of the Registration Statement or of any order preventing or suspending the use
of the Prospectus or suspending the qualification (or exemption from
qualification) of any of the Registrable Securities or the Exchange Notes (and
related guarantees) to be sold by any Participating Broker-Dealer, for sale in
any jurisdiction, and, if any such order is issued, to use its best efforts to
obtain the withdrawal of any such order at the earliest possible moment.



          (e) If a Shelf Registration Statement is filed pursuant to Section 3 and
if requested by the managing underwriter or underwriters (if any), the Holders
of a majority in aggregate principal amount of the Registrable Securities being
sold in connection with an underwritten offering or any Participating
Broker-Dealer, (i) as promptly as practicable incorporate in a prospectus
supplement or post-effective amendment such information as the managing
underwriter or underwriters (if any), such Holders, any Participating
Broker-Dealer or counsel for any of them reasonably request to be included
therein, (ii) make all required filings of such prospectus supplement or such
post-effective amendment as soon as practicable after the



- 12 -









 







Company has received notification of the matters to be incorporated in
such prospectus supplement or post-effective amendment, and (iii) supplement or
make amendments to such Registration Statement.



          (f) If (1) a Shelf Registration Statement is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes (and related guarantees) during the Applicable Period, furnish
to each selling Holder of Registrable Securities and to each such Participating
Broker-Dealer who so requests and to their respective counsel and each managing
underwriter, if any, at the sole expense of the Issuers, one conformed copy of
the Registration Statement or Registration Statements and each post-effective
amendment thereto, including financial statements and schedules, and, if
requested, all documents incorporated or deemed to be incorporated therein by
reference and all exhibits.



          (g) If (1) a Shelf Registration Statement is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes (and related guarantees) during the Applicable Period, deliver
to each selling Holder of Registrable Securities, or each such Participating
Broker-Dealer, as the case may be, their respective counsel, and the
underwriters, if any, at the sole expense of the Issuers, as many copies of the
Prospectus or Prospectuses (including each form of preliminary prospectus) and
each amendment or supplement thereto and any documents incorporated by
reference therein as such Persons may reasonably request; and, subject to the
last paragraph of this Section 5, the Issuers hereby consent to the use of such
Prospectus and each amendment or supplement thereto by each of the selling
Holders of Registrable Securities or each such Participating Broker-Dealer, as
the case may be, and the underwriters or agents, if any, and dealers, if any,
in connection with the offering and sale of the Registrable Securities covered
by, or the sale by Participating Broker-Dealers of the Exchange Notes (and
related guarantees) pursuant to, such Prospectus and any amendment or
supplement thereto.



          (h) Prior to any public offering of Registrable Securities or Exchange
Notes (and related guarantees) or any delivery of a Prospectus contained in the
Exchange Offer Registration Statement by any Participating Broker-Dealer who
seeks to sell Exchange Notes (and related guarantees) during the Applicable
Period, use its best efforts to register or qualify, and to cooperate with the
selling Holders of Registrable Securities or each such Participating
Broker-Dealer, as the case may be, the managing underwriter or underwriters, if
any, and their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as any selling Holder,
Participating Broker-Dealer, or the managing underwriter or underwriters
reasonably request in writing; provided, however, that where Exchange Notes
(and related guarantees) held by Participating Broker-Dealers or Registrable
Securities are offered other than through an underwritten offering, the Issuers
agree to cause their counsel to perform Blue Sky investigations and file
registrations and qualifications required to be filed pursuant to this Section
5(h), keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and do any and all other acts or things



- 13 -









 







reasonably necessary or advisable to enable the disposition in such
jurisdictions of the Exchange Notes (and related guarantees) held by
Participating Broker-Dealers or the Registrable Securities covered by the
applicable Registration Statement; provided, however, that none of the Issuers
shall be required to (A) qualify generally to do business in any jurisdiction
where it is not then so qualified, (B) take any action that would subject it to
general service of process in any such jurisdiction where it is not then so
subject or (C) subject itself to taxation in excess of a nominal dollar amount
in any such jurisdiction where it is not then so subject.



          (i) If a Shelf Registration Statement is filed pursuant to Section 3
hereof, cooperate with the selling Holders of Registrable Securities and the
managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Notes to be
sold, which certificates shall not bear any restrictive legends and shall be in
a form eligible for deposit with The Depository Trust Company; and enable such
Registrable Notes to be in such denominations permitted by the Indenture and
registered in such names as the managing underwriter or underwriters, if any,
or Holders may request.



          (j) If (1) a Shelf Registration Statement is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes (and related guarantees) during the Applicable Period, upon the
occurrence of any event contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof,
as promptly as practicable prepare and (subject to Section 5(a) hereof) file
with the SEC, at the sole expense of the Issuers, a supplement or
post-effective amendment to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder or to the purchasers of the Exchange Notes (and related guarantees)
to whom such Prospectus will be delivered by a Participating Broker-Dealer, any
such Prospectus will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.



          (k) Prior to the effective date of the first Registration Statement
relating to the Registrable Securities, (i) provide the Trustee with
certificates for the Registrable Notes in a form eligible for deposit with The
Depository Trust Company and (ii) provide a CUSIP number for the Registrable
Notes.



          (l) In connection with any underwritten offering of Registrable Securities
pursuant to a Shelf Registration Statement, enter into an underwriting
agreement which is customary in underwritten offerings of debt securities
similar to the Securities in form and substance reasonably satisfactory to the
Issuers and take all such other actions as are reasonably requested by the
managing underwriter or underwriters in order to expedite or facilitate the
registration or the disposition of such Registrable Securities and, in such
connection, (i) make such representations and warranties to, and covenants
with, the underwriters with respect to the business of the Issuers (including
any acquired business, properties or entity, if applicable) and the
Registration Statement, Prospectus and documents, if any, incorporated or
deemed to be incorporated by reference therein, in each case, as are
customarily made by issuers to



- 14 -









 







underwriters in underwritten offerings of debt securities similar to the
Securities, and confirm the same in writing if and when requested in form and
substance reasonably satisfactory to the Issuers; (ii) obtain the written
opinions of counsel to the Issuers and written updates thereof in form, scope
and substance reasonably satisfactory to the managing underwriter or
underwriters, addressed to the underwriters covering the matters customarily
covered in opinions reasonably requested in underwritten offerings and such
other matters as may be reasonably requested by the managing underwriter or
underwriters; (iii) obtain “cold comfort” letters and updates thereof in form,
scope and substance reasonably satisfactory to the managing underwriter or
underwriters from the independent certified public accountants of the Issuers
(and, if necessary, any other independent certified public accountants of the
Issuers, or of any business or entity acquired by the Issuers for which
financial statements and financial data are, or are required to be, included or
incorporated by reference in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in “cold comfort” letters in connection with
underwritten offerings of debt securities similar to the Securities and such
other matters as are reasonably requested by the managing underwriter or
underwriters as permitted by the Statement on Auditing Standards No. 72, as
amended by the Statement on Auditing Standards No. 76; and (iv) if an
underwriting agreement is entered into, the same shall contain indemnification
provisions and procedures no less favorable to the sellers and underwriters, if
any, than those set forth in Section 7 hereof (or such other provisions and
procedures acceptable to Holders of a majority in aggregate principal amount of
Registrable Securities covered by such Registration Statement and the managing
underwriter or underwriters or agents, if any). The above shall be done at
each closing under such underwriting agreement, or as and to the extent
required thereunder.



          (m) If (1) a Shelf Registration Statement is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes (and related guarantees) during the Applicable Period, make
available for inspection by any selling Holder of such Registrable Securities
being sold, or each such Participating Broker-Dealer, as the case may be, any
underwriter participating in any such disposition of Registrable Securities, if
any, and any attorney, accountant or other agent retained by any such selling
Holder or each such Participating Broker-Dealer, as the case may be, or
underwriter (collectively, the “Inspectors”), at the offices where normally
kept, during reasonable business hours, all financial and other records,
pertinent corporate documents and instruments of the Issuers and subsidiaries
of the Issuers (collectively, the “Records”) as shall be reasonably necessary
to enable them to exercise any applicable due diligence responsibilities, and
cause the officers, directors and employees of the Issuers and any of their
respective subsidiaries to supply all information reasonably requested by any
such Inspector in connection with such Registration Statement and Prospectus.
Each Inspector shall agree in writing that it will keep the Records
confidential and that it will not disclose any of the Records that any of the
Issuers determines, in good faith, to be confidential and notifies the
Inspectors in writing are confidential unless (i) the disclosure of such
Records is necessary to avoid or correct a material misstatement or material
omission in such Registration Statement or Prospectus, (ii) the release of such
Records is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction, or (iii) the information in such Records has been made
generally available to the public; provided, however, that prior notice shall
be provided as soon as practicable to any of the Issuers of the potential
disclosure of any information by such Inspector pursuant to clauses (i) or



- 15 -









 







(ii) of this sentence to permit the Issuers to obtain a protective order
(or waive the provisions of this paragraph (m)) and that such Inspector shall
take such actions as are reasonably necessary to protect the confidentiality of
such information (if practicable) to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and
interests of the Holder or any Inspector. If, in the course of performing due
diligence, any Inspector becomes aware of material non public information about
the Company and its subsidiaries, the Inspector will not, and will take all
steps reasonably necessary to ensure that anyone to whom the Inspector
discloses the material non public information will not trade in any securities
of the Company until the information becomes public (whether through inclusion
in the Shelf Registration Statement or Exchange Offer Registration Statement or
otherwise) or the information ceases to be material.



          (n) Provide an indenture trustee for the Registrable Securities or the
Exchange Notes (and related guarantees), as the case may be, and cause the
Indenture or the trust indenture provided for in Section 2(a) hereof, as the
case may be, to be qualified under the TIA not later than the effective date of
the first Registration Statement relating to the Registrable Securities; and in
connection therewith, cooperate with the trustee under any such indenture and
the Holders of the Registrable Securities, to effect such changes to such
indenture as may be required for such indenture to be so qualified in
accordance with the terms of the TIA; and execute, and use their best efforts
to cause such trustee to execute, all documents as may be required to effect
such changes, and all other forms and documents required to be filed with the
SEC to enable such indenture to be so qualified in a timely manner.



          (o) Comply with all applicable rules and regulations of the SEC and make
generally available to its securityholders with regard to any applicable
Registration Statement, a consolidated earnings statement satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any fiscal quarter (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Securities are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.



          (p) Upon consummation of the Exchange Offer or a Private Exchange, obtain
an opinion of counsel to the Company, in a form customary for underwritten
transactions, addressed to the Trustee for the benefit of all Holders of
Registrable Securities participating in the Exchange Offer or the Private
Exchange, as the case may be, that the Exchange Notes (and related guarantees)
or Private Exchange Notes (and related guarantees), as the case may be, and the
related indenture constitute legal, valid and binding obligations of the
Company, enforceable against it in accordance with their respective terms,
subject to customary exceptions and qualifications.



          (q) If the Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Registrable Securities by Holders to the Company (or to such
other Person as directed by the Issuers) to be exchanged for Exchange Notes
(and related guarantees) or Private Exchange Notes (and related guarantees), as
the case may be, the Issuers shall mark, or cause to



- 16 -









 







be marked, on such Registrable Notes that such Registrable Notes are being
canceled in exchange for Exchange Notes (and related guarantees) or Private
Exchange Notes (and related guarantees), as the case may be; in no event shall
such Registrable Notes be marked as paid or otherwise satisfied.



          (r) Cooperate with each seller of Registrable Securities covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the National Association
of Securities Dealers, Inc. (the “NASD”).



          (s) Use its best efforts to take all other steps reasonably necessary to
effect the registration of the Exchange Notes (and related guarantees) and/or
Registrable Securities covered by a Registration Statement contemplated hereby.



          The Issuers may require each seller of Registrable Securities as to which
any registration is being effected to furnish to the Issuers such information
regarding such seller and the distribution of such Registrable Securities as
the Issuers may, from time to time, reasonably request. The Issuers may
exclude from such registration the Registrable Securities of any seller so long
as such seller fails to furnish such information within a reasonable time after
receiving such request. Each seller as to which any Shelf Registration is
being effected agrees to furnish promptly to the Issuers all information
required to be disclosed in order to make the information previously furnished
to the Issuers by such seller not materially misleading.



          If any Registration Statement refers to any Holder by name or otherwise as
the holder of any securities of the Company, then such Holder shall have the
right to require (i) the insertion therein of language, in form and substance
reasonably satisfactory to such Holder, to the effect that the holding by such
Holder of such securities is not to be construed as a recommendation by such
Holder of the investment quality of the securities covered thereby and that
such holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company, or (ii) in the event that such reference
to such Holder by name or otherwise is not required by the Securities Act or
any similar federal statute then in force, the deletion of the reference to
such Holder in any amendment or supplement to the Registration Statement filed
or prepared subsequent to the time that such reference ceases to be required.



          Each Holder of Registrable Securities and each Participating Broker-Dealer
agrees by its acquisition of such Registrable Securities or of Exchange Notes
(and related guarantees) to be sold by such Participating Broker-Dealer, as the
case may be, that, upon actual receipt of any notice from the Company of the
happening of any event of the kind described in Section 5(c)(ii), 5(c)(iv),
5(c)(v), or 5(c)(vi) hereof, such Holder will forthwith discontinue disposition
of such Registrable Securities covered by such Registration Statement or
Prospectus or Exchange Notes (and related guarantees) to be sold by such Holder
or Participating Broker-Dealer, as the case may be, until such Holder’s or
Participating Broker-Dealer’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 5(j) hereof, or until it is advised
in writing (an “Advice”) by the Issuers that the use of the applicable
Prospectus may be resumed, and has received copies of any amendments or
supplements thereto. In the event that the Issuers shall give any such notice,
the Applicable Period shall be extended by the number of days from and
including the date of the giving of each such notice to and including



- 17 -









 







the date when each seller of Registrable Securities covered by such
Registration Statement or Exchange Notes (and related guarantees) to be sold by
such Participating Broker-Dealer, as the case may be, shall have received (x)
the copies of the supplemented or amended Prospectus contemplated by Section
5(j) hereof or (y) an Advice with respect to said notice.



     6. Registration Expenses



          All fees and expenses incident to the performance of or compliance with
this Agreement by the Issuers (other than any underwriting discounts or
commissions) shall be borne by the Company whether or not the Exchange Offer
Registration Statement or any Shelf Registration Statement is filed or becomes
effective or the Exchange Offer is consummated, including, without limitation,
(i) all registration and filing fees (including, without limitation, (A) fees
with respect to filings required to be made with the NASD in connection with an
underwritten offering and (B) reasonable fees and expenses of compliance with
state securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Securities or Exchange Notes (and related guarantees) and
determination of the eligibility of the Registrable Securities or Exchange
Notes (and related guarantees) for investment under the laws of the
jurisdictions (x) where the holders of Registrable Securities are located, in
the case of the Exchange Notes (and related guarantees), or (y) as provided in
Section 5(h) hereof, in the case of Registrable Securities or Exchange Notes
(and related guarantees) to be sold by a Participating Broker-Dealer during the
Applicable Period)), (ii) printing expenses, including, without limitation,
expenses of printing certificates for Registrable Notes or Exchange Notes in a
form eligible for deposit with The Depository Trust Company and of printing
prospectuses if the printing of prospectuses is requested by the managing
underwriter or underwriters, if any, by the Holders of a majority in aggregate
principal amount of the Registrable Securities included in any Registration
Statement or in respect of Registrable Securities or Exchange Notes (and
related guarantees) to be sold by any Participating Broker-Dealer during the
Applicable Period, as the case may be, (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Issuers and reasonable
fees and disbursements of one firm of special counsel for the sellers of
Registrable Securities, (v) fees and disbursements of all independent certified
public accountants referred to in Section 5(l)(iii) hereof (including, without
limitation, the expenses of any special audit and “cold comfort” letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Issuers desire such insurance, (vii) fees and expenses of all
other Persons retained by the Issuers, (viii) internal expenses of the Issuers
(including, without limitation, all salaries and expenses of officers and
employees of the Issuers performing legal or accounting duties), (ix) the
expense of any annual audit, (x) any fees and expenses incurred in connection
with the listing of the securities to be registered on any securities exchange,
and the obtaining of a rating of the securities, in each case, if applicable,
and (xi) the expenses relating to printing, word processing and distributing
all Registration Statements, underwriting agreements, indentures and any other
documents necessary in order to comply with this Agreement.



     7. Indemnification



          (a) Each of the Issuers agree, jointly and severally, to indemnify and
hold harmless each Holder of Registrable Securities and each Participating
Broker-Dealer selling Exchange Notes (and related guarantees) during the
Applicable Period, the affiliates, officers,



- 18 -









 







directors, representatives, employees and agents of each such Person, and
each Person, if any, who controls any such Person within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a
“Participant”), from and against any and all losses, claims, damages,
judgments, liabilities and expenses (including, without limitation, the
reasonable legal fees and other expenses actually incurred in connection with
any suit, action or proceeding or any claim asserted) caused by, arising out of
or based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement (or any amendment thereto) or
Prospectus (as amended or supplemented if any of the Issuers shall have made
any amendments or supplements thereto) or any preliminary prospectus, or caused
by, arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the case of the Prospectus in light of the circumstances
under which they were made, not misleading, except insofar as such losses,
claims, damages or liabilities are caused by any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity
with information relating to any Participant, any underwriter, or the manner in
which securities are to be distributed, furnished to the Issuers in writing by
such Participant or an underwriter expressly for use therein.



          (b) Each Participant agrees, severally and not jointly, to indemnify and
hold harmless the Issuers, their respective affiliates, officers, directors,
representatives, employees and agents and each Person who controls the Issuers
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent (but on a several, and not joint, basis) as the
foregoing indemnity from the Issuers to each Participant, but only with
reference to information relating to such Participant or the manner in which
securities are to be distributed by such Participant or someone acting on such
Participant’s behalf, furnished to the Issuers in writing by such Participant
expressly for use in any Registration Statement or Prospectus, any amendment or
supplement thereto, or any preliminary prospectus. The liability of any
Participant under this paragraph shall in no event exceed the proceeds received
by such Participant from sales of Registrable Securities or Exchange Notes (and
related guarantees) giving rise to such obligations.



          (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnity may be sought pursuant to either of
the two preceding paragraphs, such Person (the “Indemnified Person”) shall
promptly notify the Persons against whom such indemnity may be sought (the
“Indemnifying Persons”) in writing, and the Indemnifying Persons, upon request
of the Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Persons may reasonably designate (which may include the
Indemnifying Persons, unless representation of the Indemnifying Persons by the
same counsel would be inappropriate due to actual or potential differing
interests between them) in such proceeding and shall pay the fees and expenses
actually incurred by such counsel related to such proceeding; provided,
however, that the failure to so notify the Indemnifying Persons (i) will not
relieve it from any liability under paragraph (a) or (b) above unless and to
the extent such failure results in the forfeiture by the Indemnifying Person of
substantial rights and defenses and (ii) will not, in any event, relieve the
Indemnifying Person from any obligations to any Indemnified Person other than
the indemnification obligation provided in paragraphs (a) and (b) above. In
any such proceeding, any Indemnified Person shall



- 19 -









 







have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Persons and the Indemnified Person shall have mutually agreed to
the contrary, (ii) the Indemnifying Persons shall have failed within a
reasonable period of time to retain counsel reasonably satisfactory to the
Indemnified Person or (iii) the named parties in any such proceeding (including
any impleaded parties) include both any Indemnifying Person and the Indemnified
Person or any affiliate thereof and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood that, unless there exists a conflict among the
Indemnified Persons, the Indemnifying Persons shall not, in connection with
such proceeding or separate but substantially similar related proceeding in the
same jurisdiction arising out of the same general allegations, be liable for
the fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons, and that all such fees and expenses shall
be reimbursed promptly as they are incurred. Any such separate firm for the
Participants against whom a suit, action, proceeding, claim or demand is
brought or asserted and control Persons of such Participants shall be
designated in writing by Participants who sold a majority in interest of
Registrable Securities and Exchange Notes (and related guarantees) sold by all
such Participants, and any such separate firm for the Issuers, their
affiliates, officers, directors, representatives, employees and agents and such
control Persons of the Issuers shall be designated in writing by the Issuers.



          The Indemnifying Persons shall not be liable for any settlement of any
proceeding effected without their prior written consent, but if settled with
such consent or if there be a final non-appealable judgment for the plaintiff
for which any Indemnified Persons are entitled to indemnification pursuant to
this Agreement, each of the Indemnifying Persons agrees to indemnify and hold
harmless each Indemnified Person from and against any loss or liability by
reason of such settlement or judgment. No Indemnifying Person shall, without
the prior written consent of the Indemnified Persons, effect any settlement or
compromise of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party, or indemnity could have been
sought hereunder by such Indemnified Person, unless such settlement (A)
includes an unconditional written release of such Indemnified Person, in form
and substance reasonably satisfactory to such Indemnified Person, from all
liability on claims that are the subject matter of such proceeding and (B) does
not include any statement as to an admission of fault, culpability or failure
to act by or on behalf of such Indemnified Person.



          (d) If the indemnification provided for in the first and second paragraphs
of this Section 7 is for any reason unavailable to, or insufficient to hold
harmless, an Indemnified Person in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under such
paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in
order to provide for just and equitable contribution, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities in such proportion as is appropriate to reflect
(i) the relative benefits received by the Indemnifying Person or Persons on the
one hand and the Indemnified Person or Persons on the other from the applicable
offering of Registrable or Exchanged Notes or (ii) if the allocation provided
by the foregoing clause (i) is not permitted by applicable law, not only such
relative benefits but also the relative fault of the Indemnifying Person or
Persons on the one hand and the Indemnified Person or Persons on the other in
connection with the statements or omissions or alleged statements or omissions
that resulted in such losses, claims, damages or liabilities (or



- 20 -









 







actions in respect thereof) as well as any other relevant equitable
considerations. 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 on the one hand or
such Participant or such other Indemnified Person, as the case may be, on the
other, the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, and any other
equitable considerations appropriate in the circumstances.



          (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the Participants were treated as one entity for such purpose) or by
any other method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an Indemnified Person as a result of the losses, claims,
damages, judgments, liabilities and expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any reasonable legal or other expenses actually incurred by such
Indemnified Person in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 7, in no event
shall a Participant be required to contribute any amount in excess of the
amount by which proceeds received by such Participant from sales of Registrable
Securities or Exchange Notes (and related guarantees), as the case may be,
exceeds the amount of any damages that such Participant has otherwise been
required to pay or has paid by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of a 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.



          (f) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 7 shall be paid by the Indemnifying Person to the Indemnified Person as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Company set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Holder or any person who controls a
Holder, or by the Company, its directors, officers, employees or agents or any
person controlling any of the Issuers, and (ii) any termination of this
Agreement.



          (g) The indemnity and contribution agreements contained in this Section 7
will be in addition to any liability which the Indemnifying Persons may
otherwise have to the Indemnified Persons referred to above.



     8. Rules 144 and 144A



          Each of the Issuers covenants and agrees that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and
the rules and regulations adopted by the SEC thereunder in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act
and, if at any time such Issuer is not required to file such reports, such
Issuer will, upon the request of any Holder or beneficial owner of Registrable
Securities, make available such information necessary to permit sales pursuant
to Rule 144A under the Securities



- 21 -









 







Act. The Company further covenants and agrees, for so long as any
Registrable Securities remain outstanding that it will take such further action
as any Holder of Registrable Securities may reasonably request, all to the
extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitations
of the exemptions provided by (a) Rule 144(k) and Rule 144A under the
Securities Act, as such Rules may be amended from time to time, or (b) any
similar rule or regulation hereafter adopted by the SEC.



     9. Underwritten Registrations



          If any of the Registrable Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the investment banker or
investment bankers and manager or managers that will manage the offering will
be selected by the Holders of a majority in aggregate principal amount of such
Registrable Securities included in such offering and shall be reasonably
acceptable to the Issuers.



          No Holder of Registrable Securities may participate in any underwritten
registration hereunder unless such Holder (a) agrees to sell such Holder’s
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes in a timely manner all questionnaires, powers of
attorney, indemnities, underwriting agreements and other customary documents
required by the Company or the underwriter in connection with such underwriting
arrangements.



     10. Miscellaneous



          (a) No Inconsistent Agreements. The Issuers have not, as of the date
hereof, and the Issuers shall not, after the date of this Agreement, enter into
any agreement with respect to any of its securities that is inconsistent with
the rights granted to the Holders of Registrable Securities 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 Issuers’ other issued and outstanding
securities under any such agreements. The Issuers will not enter into any
agreement with respect to any of its securities which will grant to any Person
piggyback registration rights with respect to any Registration Statement.



          (b) Adjustments Affecting Registrable Securities. The Issuers shall not,
directly or indirectly, take any action with respect to the Registrable
Securities as a class that would adversely affect the ability of the Holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.



          (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of (I) the Company and (II)(A) the Holders of not less than a majority
in aggregate principal amount of the then outstanding Registrable Securities
and (B) if the amendment, modification, supplement, waiver or consent would
adversely affect the Participating Broker-Dealers, the Participating Broker-



- 22 -









 







Dealers holding not less than a majority in aggregate principal amount of
the Exchange Notes (and related guarantees) held by all Participating
Broker-Dealers; provided, however, that Section 7 and this Section 10(c) may
not be amended, modified or supplemented without the prior written consent of
each Holder and each Participating Broker-Dealer (including any person who was
a Holder or Participating Broker-Dealer of Registrable Securities or Exchange
Notes (and related guarantees), as the case may be, disposed of pursuant to any
Registration Statement) affected by any such amendment, modification or
supplement. Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority in aggregate
principal amount of the Registrable Securities being sold pursuant to such
Registration Statement.



          (d) Notices. All notices and other communications (including, without
limitation, any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:




   (i) if to a Holder of the Registrable Securities or any
Participating Broker-Dealer, at the most current address of such
Holder or Participating Broker-Dealer, as the case may be, set
forth on the records of the registrar under the Indenture, with a
copy in like manner to the Initial Purchasers as follows:


Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attention:                    


with a copy to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York, 10019

Attention: John S. D’Alimonte, Esq.

                  David K. Boston, Esq.




   (ii) if to the Company, at the address as follows:


700 N.W. 107th Avenue

Miami, Florida 33172

Attention: General Counsel, Benjamin P. Butterfield


with a copy to:


Clifford Chance US LLP

200 Park Avenue

New York, New York 10166



- 23 -









 







Attention: David W. Bernstein, Esq.




   (iii) if to the Initial Purchasers, at the address specified in
Section 10(d)(i).



          All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days
after being deposited in the mail, postage prepaid, if mailed; one business day
after being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.



          Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee under an
indenture at the address and in the manner specified in the indenture.



          (e) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
the Holders and the Participating Broker-Dealers.



          (f) 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 (including facsimile
signatures) and all of which taken together shall constitute one and the same
agreement.



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



          (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW THAT WOULD APPLY THE LAW OF ANY OTHER
JURISDICTION. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.



          (i) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated, and the parties hereto shall
use their best efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.



- 24 -









 





          (j) Securities Held by the Issuers or their Affiliates. Whenever the
consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Issuers or
their respective affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.



          (k) Third-Party Beneficiaries. Holders of Registrable Securities and
Participating Broker-Dealers are intended third-party beneficiaries of this
Agreement, and this Agreement may be enforced by such Persons.



          (l) Entire Agreement. This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all
prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders
on the one hand and the Issuers on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof
are merged herein and replaced hereby.



[Signature page follows.]




- 25 -









 








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



	 	 	 	 	 	 	 
	 	 	LENNAR CORPORATION
	 
	 	 	 	 	 	 
	

	 	By:	 	/s/ Stuart A. Miller	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Name: Stuart A. Miller	 	 
	

	 	 	 	Title:   President and Chief Executive Officer







The foregoing Agreement is hereby

confirmed and accepted as of the

date first above written.



CITIGROUP GLOBAL MARKETS INC.

J.P. MORGAN SECURITIES INC.

BANC OF AMERICA SECURITIES LLC

CALYON SECURITIES (USA) INC.

DEUTSCHE BANK SECURITIES INC.

WACHOVIA CAPITAL MARKETS, LLC

BNP PARIBAS SECURITIES CORP.

COMERICA SECURITIES, INC.

GREENWICH CAPITAL MARKETS, INC.

SUNTRUST CAPITAL MARKETS, INC.



CITIGROUP GLOBAL MARKETS INC.,



	 	 	 
	By:
/s/ Marc Mansourian

	

	
 
	

	 	Name: Marc Mansourian
	

	 	Title:   Director







J.P. MORGAN SECURITIES INC.,




	 	 	 
	By:
/s/ Robert Bottamedi

	

	
 
	

	 	Name: Robert Bottamedi
	

	 	Title:   Vice
President







[Signature Page to Registration Rights Agreement]




 









 





Acme Water Supply & Management Company

Aquaterra Utilities, Inc.

Asbury Woods L.L.C.

Avalon-Sienna III, L.L.C.

B. Andrews & Co., Inc.

Barnsboro Associates, LLC

Bayhome USH, Inc.

Bella Oaks L.L.C.

Bennetts Village LLC

Bickford Holdings, LLC

Boca Greens, Inc.

Boca Isles South Club, Inc.

Boggy Creek USH, Inc.

Bramalea California, Inc.

Bramalea California Properties, Inc.

Bramalea California Realty, Inc.

Brazoria County LP, Inc.

Brewer Baseline Investors, LLC

Builders Acquisition Corp.

Builders LP, Inc.

Cambria L.L.C.

Cantera Village L.L.C.

Cary Woods L.L.C.

Claremont Ridge L.L.C.

Claridge Estates L.L.C.

Clodine-Bellaire LP, Inc.

Club Pembroke Isles, Inc.

Club Tampa Palms, Inc.

Colonial Heritage LLC

Concord at Meadowbrook L.L.C.

Concord at Pheasant Run Trails L.L.C.

Concord at Ravenna L.L.C.

Concord at Zurich Village L.L.C.

Concord City Centre L.L.C.

Concord Hills, Inc.

Concord Hills Limited Partnership

Concord Homes, Inc.

Concord Lake, Inc.

Concord Lake Limited Partnership

Concord Mills Estates L.L.C.

Concord Mills Limited Partnership

Concord Oaks, Inc.

Concord Oaks Limited Partnership

Concord Park, Inc.

Concord Park Limited Partnership

Concord Pointe, Inc.



[Signature Page to Registration Rights Agreement]




 









 





Concord Pointe Limited Partnership

Coto de Caza, Ltd.

Country Club Development at the Fort, LLC

Coventry L.L.C.

DCA Homes NJ Realty, Inc.

DCA of Lake Worth, Inc.

DCA of New Jersey, Inc.

E.M.J.V. Corp.

Enclave Land, L.L.C.

ERMLOE, LLC

F.P. Construction Corp.

Fidelity Guaranty and Acceptance Corporation

Fortress Holding – Virginia, LLC

Fortress Illinois, LLC

Fortress Management, Inc.

Fortress Missouri, LLC

Fortress Mortgage, Inc.

Fortress Pennsylvania, LLC

Fortress Pennsylvania Realty, Inc.

Fortress-Florida, Inc.

Fox-Maple Associates, LLC

Foxwood L.L.C.

Gateway Commons, L.L.C.

Genesee Communities I, Inc.

Genesee Communities II, LLC

Genesee Communities III, Inc.

Genesee Communities IV, LLC

Genesee Communities V, LLC

Genesee Communities VI, LLC

Genesee Communities VII, LLC

Genesee Communities VIII, LLC

Genesee Communities IX, LLC

Genesee Venture, LLC

Glenview Reserve, LLC

Grand Isle Club, Inc.

Greenfield/Waterbury L.L.C.

Greystone Construction, Inc.

Greystone Homes, Inc.

Greystone Homes of Nevada, Inc.

Greystone Nevada, LLC

Hallston Burbank LLC

Harris County LP, Inc.

Haverton L.L.C.

Heathcote Commons LLC

Heritage Harbour Realty, Inc.

Heritage Housing Group, Inc.



[Signature Page to Registration Rights Agreement]




 









 





Heritage USH, Inc.

Home Buyer’s Advantage Realty, Inc.

Homecraft Corporation

Imperial Homes Corporation

Impressions L.L.C.

Inactive Corporations, Inc.

Kings Lake TH, LLC

Kings Ridge Golf Corporation

Kings Ridge Recreation Corporation

Kings Wood Development Corporation

Landmark Homes, Inc.

Laureate Homes of Arizona, Inc.

Legacy Homes, Inc.

Legends Club, Inc.

Legends Golf Club, Inc.

LENH I, LLC

Lennar Acquisition Corp. II

Lennar Americanos Douglas, LLC

Lennar Associates Management, LLC

Lennar Associates Management Holding Company

Lennar Aviation, Inc.

Lennar Carolina, Inc.

Lennar Central Park, LLC

Lennar Central Region Sweep, Inc.

Lennar Chicago, Inc.

Lennar Communities, Inc.

Lennar Communities Development, Inc.

Lennar Communities of Florida, Inc.

Lennar Communities of South Florida, Inc.

Lennar Construction, Inc.

Lennar Coto Holdings, L.L.C.

Lennar Developers, Inc.

Lennar Developers, Inc. II

Lennar Developers, Inc. III

Lennar Family of Builders GP, Inc.

Lennar Family of Builders Limited Partnership

Lennar Financial Services, LLC

Lennar Fresno, Inc.

Lennar Homes, Inc.

Lennar Homes Holding Corp.

Lennar Homes of Arizona, Inc.

Lennar Homes of California, Inc.

Lennar Homes of Texas Land and Construction, Ltd.

Lennar Homes of Texas Sales and Marketing, Ltd.

Lennar Houston Land, LLC

Lennar La Paz, Inc.



[Signature Page to Registration Rights Agreement]




 









 





Lennar La Paz Limited, Inc.

Lennar Land Partners Sub, Inc.

Lennar Land Partners Sub II, Inc.

Lennar Military Housing, Inc.

Lennar Nevada, Inc.

Lennar Northland I, Inc.

Lennar Northland II, Inc.

Lennar Northland III, Inc.

Lennar Northland IV, Inc.

Lennar Northland V, Inc.

Lennar Northland VI, Inc.

Lennar Northpointe North, LLC

Lennar Pacific, Inc.

Lennar Pacific, L.P.

Lennar Pacific Properties, Inc.

Lennar Pacific Properties Management, Inc.

Lennar Realty, Inc.

Lennar Renaissance, Inc.

Lennar Reno, LLC

Lennar Sacramento, Inc.

Lennar Sales Corp.

Lennar San Jose Holdings, Inc.

Lennar Southland I, Inc.

Lennar Southland II, Inc.

Lennar Southland III, Inc.

Lennar Southwest Holding Corp.

Lennar Sun Ridge, LLC

Lennar Texas Holding Company

Lennar Trading Company, LP

Lennar.Com, Inc.

Lennar-Kings Lake, Inc.

Lennar-Lantana Boatyard, Inc.

Lennarstone Marketing Group, LLC

LFS Holding Company, LLC

LH Eastwind, LLC

LHI Renaissance, LLC

LN, L.L.C.

Long Point Development Corporation

Lorton Station, LLC

Lucerne Merged Condominiums, Inc.

Lundgren Bros. Construction, Inc.

M.A.P. Builders, Inc.

Madrona Village L.L.C.

Marble Mountain Partners, LLC

Marlborough Development Corporation

Mid-County Utilities, Inc.



[Signature Page to Registration Rights Agreement]




 









 





Midland Housing Industries Corp.

Midland Investment Corporation

Mission Viejo 12S Venture, LP

Mission Viejo Holdings, Inc.

Moffett Meadows Partners, LLC

New Home Brokerage, Inc.

North County Land Company, LLC

Northbridge L.L.C.

Northern Land Company, LLC

Northgate Highlands Development II, LLC

NuHome Designs, L.L.C.

Oceanpointe Development Corporation

Orrin Thompson Construction Company

Orrin Thompson Homes Corp.

Paparone Construction Co.

Parc Chestnut L.L.C.

Parkside Estates L.L.C.

Patriot Homes, Inc.

Patriot Homes of Virginia, Inc.

Placer Vineyards, LLC

Polygon La Paz Associates

Providence Glen L.L.C.

Rancho Summit, LLC

Rivenhome Corporation

Riviera Land Corp.

RRKTG Lumber, LLC

Rutenberg Homes, Inc. (FL)

Rutenberg Homes of Texas, Inc.

S. Florida Construction, LLC

S. Florida Construction II, LLC

S. Florida Construction III, LLC

Savell Gulley Development Corporation

SEA Joint Venture, LLC

SFHR Management, L.L.C.

Silver Lakes-Gateway Clubhouse, Inc.

Sonoma L.L.C.

South Park Development, LLC

Spanish Springs Development, LLC

Stoney Corporation

Stoneybrook Golf Club, Inc.

Strategic Cable Technologies, L.P.

Strategic Holdings, Inc.

Strategic Technologies, Inc.

Strategic Technologies Communications of California, Inc.

Summerway Investment Corp.

Summerwood, L.L.C.



[Signature Page to Registration Rights Agreement]




 









 





Summit Acquisition Corp.

Summit Enclave, L.L.C.

Summit Glen, L.L.C.

Summit Land, L.L.C.

Summit Ridge 23, L.L.C.

Summit Townes, L.L.C.

Summit-Meadowbrook, L.L.C.

Summit-Reserve, L.L.C.

Sunstar Enterprises, LLC

The Club at Stoneybrook, Inc.

The Courts of Indian Creek L.L.C.

The Fortress Group, Inc.

The Grande By Lennar Builders, Inc.

The Sexton L.L.C.

Tustin Villas Partners, LLC

Tustin Vistas Partners, LLC

U.S. Home Associates Management, Inc.

U.S. Home Corporation

U.S. Home of Arizona Construction Co.

U.S. Home of West Virginia, Inc.

U.S. Home Realty, Inc. (TX)

U.S. Home Realty Corporation

U.S. Home Southwest Holding Corp.

U.S.H. Corporation of New York

U.S.H. Los Prados, Inc.

U.S.H. Realty, Inc.

University Community Partners, LLC

USH Acquisition Corp.

USH Bickford, LLC

USH Equity Corporation

USH Heritage Pom, L.L.C.

USH Millennium Ventures Corp.

USH (West Lake), Inc.

USH Woodbridge, Inc.

USHHH, Inc.

Villages of Rio Pinar Club, Inc.

West Adams Street L.L.C.

West Chocolate Bayou Development Corp.

Westbrook Homes, LLC

Westchase, Inc.

Westchase, Ltd.

Weststone Corporation
    
                                                                                        as Guarantors



	 	 	 	 	 
	 

	 	By:	 	/s/ Stuart A. Miller
	

	 	 	 	
 
	

	 	 	 	Name: Stuart A. Miller
	

	 	 	 	Title:   President and Chief
Executive Officer







[Signature Page to Registration Rights Agreement]