INDENTURE



 





Exhibit 4.1














LENNAR CORPORATION




as Issuer,




the GUARANTORS




party hereto




and




J.P. MORGAN TRUST COMPANY, N.A.




as Trustee










INDENTURE




Dated as of August 18, 2004










Senior Floating-Rate Notes due 2007, Series A




Senior Floating-Rate Notes due 2007, Series B

















 









 








CROSS REFERENCE TABLE




	 	 	 	 
	TIA Section
	 	Indenture Section

	310(a)
	(1)	 	7.10 
	 	(a)(2) 
	 	7.10 
	 	(a)(3) 
	 	N.A.
	 	(a)(4) 
	 	N.A.
	 	(a)(5) 
	 	7.10 
	 	(b)
	 	7.8; 7.10; 11.2
	 	(c)
	 	N.A.
	311(a) 
	 	 	7.11 
	 	((b) 
	 	7.11 
	 	(c)
	 	N.A.
	312(a)
	 	 	2.5 
	 	(b)
	 	11.3 
	 	(c)
	 	11.3 
	313(a) 
	 	 	7.6 
	 	(b)(1) 
	 	N.A.
	 	(b)(2) 
	 	7.6 
	 	(c)
	 	7.6; 11.2
	 	(d)
	 	7.6 
	314(a)
	 	 	4.6; 4.8; 11.2
	 	(b)
	 	N.A.
	 	(c)(1) 
	 	7.2; 11.4
	 	(c)(2) 
	 	7.2; 11.4
	 	(c)(3) 
	 	N.A.
	 	(d)
	 	N.A.
	 	(e)
	 	11.5 
	 	(f)
	 	N.A.
	315(a)
	 	 	7.1(b)
	 	(b)
	 	7.5; 11.2
	 	(c)
	 	7.1(a)
	 	(d)
	 	6.5; 7.1(c)
	 	(e)
	 	6.11 
	316(last sentence) 
	 	2.9 
	 	(a)(1)(A) 
	 	6.5 
	 	(a)(1)(B) 
	 	6.4 
	 	(a)(2) 
	 	N.A.
	 	(b)
	 	6.7 
	 	(c)
	 	9.4 
	317(a)(1) 
	 	6.8 
	 	(a)(2) 
	 	6.9 
	 	(b)
	 	2.4 
	318(a)
	 	 	11.1 
	 	(c)
	 	11.1 













	N.A. means Not Applicable.





Note: This cross-reference table shall not, for any purpose, be deemed to be a part of the Indenture.




(i)









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	1	 
	Section 1.1. Definitions
	 	 	1	 
	Section 1.2. Incorporation by Reference of TIA
	 	 	8	 
	Section 1.3. Rules of Construction
	 	 	9	 
	ARTICLE II.
	 	 	 	 
	THE NOTES
	 	 	9	 
	Section 2.1. Form and Dating; Interest
	 	 	9	 
	Section 2.2. Execution and Authentication; Aggregate Principal Amount
	 	 	11	 
	Section 2.3. Registrar and Paying Agent
	 	 	11	 
	Section 2.4. Paying Agent to Hold Assets in Trust
	 	 	12	 
	Section 2.5. Holder Lists
	 	 	12	 
	Section 2.6. Transfer and Exchange
	 	 	12	 
	Section 2.7. Replacement Notes
	 	 	13	 
	Section 2.8. Outstanding Notes
	 	 	13	 
	Section 2.9. Treasury Notes
	 	 	13	 
	Section 2.10. Temporary Notes
	 	 	14	 
	Section 2.11. Cancellation
	 	 	14	 
	Section 2.12. Defaulted Interest
	 	 	14	 
	Section 2.13. CUSIP Number
	 	 	15	 
	Section 2.14. Deposit of Monies
	 	 	15	 
	Section 2.15. Restrictive Legends
	 	 	15	 
	Section 2.16. Book-Entry Provisions for Global Security
	 	 	16	 
	Section 2.17. Special Transfer Provisions
	 	 	17	 
	Section 2.18. Additional Interest Under Registration Rights Agreement
	 	 	20	 







(ii)









 






	 	 	 	 	 
	ARTICLE III.
	 	 	 	 
	REDEMPTION
	 	 	20	 
	Section 3.1. Optional Redemption by the Company
	 	 	20	 
	ARTICLE IV.
	 	 	 	 
	COVENANTS
	 	 	21	 
	Section 4.1. Payment of Notes
	 	 	21	 
	Section 4.2. Reporting
	 	 	21	 
	Section 4.3. Corporate Existence
	 	 	21	 
	Section 4.4. Compliance Certificate
	 	 	21	 
	Section 4.5. Further Instruments and Acts
	 	 	22	 
	Section 4.6. Limitations on Liens
	 	 	22	 
	Section 4.7. Sale-Leaseback Transactions
	 	 	24	 
	Section 4.8. Furnishing Guarantees
	 	 	25	 
	ARTICLE V.
	 	 	 	 
	SUCCESSOR CORPORATION
	 	 	25	 
	Section 5.1. Company May Consolidate, etc., Only on Certain Terms
	 	 	25	 
	Section 5.2. Successor Corporation Substituted
	 	 	26	 
	ARTICLE VI.
	 	 	 	 
	DEFAULTS AND REMEDIES
	 	 	26	 
	Section 6.1. Events of Default
	 	 	26	 
	Section 6.2. Acceleration of Maturity; Rescission and Annulment
	 	 	27	 
	Section 6.3. Other Remedies
	 	 	28	 
	Section 6.4. Waiver of Existing Defaults
	 	 	28	 
	Section 6.5. Control by Majority
	 	 	29	 
	Section 6.6. Payments of Notes on Default; Suit Therefor
	 	 	29	 







(iii)









 






	 	 	 	 	 
	Section 6.7. Limitation on Suits
	 	 	29	 
	Section 6.8. Collection Suit by Trustee
	 	 	30	 
	Section 6.9. Trustee May File Proofs of Claim
	 	 	30	 
	Section 6.10. Restoration of Positions
	 	 	30	 
	Section 6.11. Priorities
	 	 	30	 
	Section 6.12. Undertaking for Costs
	 	 	30	 
	Section 6.13. Stay, Extension or Usury Laws
	 	 	31	 
	Section 6.14. Liability of Stockholders, Officers, Directors and Incorporators
	 	 	31	 
	ARTICLE VII.
	 	 	 	 
	TRUSTEE
	 	 	31	 
	Section 7.1. Duties of Trustee
	 	 	31	 
	Section 7.2. Rights of Trustee
	 	 	32	 
	Section 7.3. Individual Rights of Trustee
	 	 	33	 
	Section 7.4. Trustee’s Disclaimer
	 	 	33	 
	Section 7.5. Notice of Defaults
	 	 	33	 
	Section 7.6. Reports by Trustee
	 	 	33	 
	Section 7.7. Compensation and Indemnity
	 	 	33	 
	Section 7.8. Replacement of Trustee
	 	 	34	 
	Section 7.9. Successor Trustee by Merger, etc
	 	 	35	 
	Section 7.10. Eligibility; Disqualification
	 	 	35	 
	Section 7.11. Preferential Collection of Claims
	 	 	36	 
	ARTICLE VIII.
	 	 	 	 
	DISCHARGE OF INDENTURE
	 	 	36	 
	Section 8.1. Termination of the Company’s Obligations
	 	 	36	 
	Section 8.2. Application of Trust Money
	 	 	36	 







(iv)









 






	 	 	 	 	 
	Section 8.3. Officers’ Certificate; Opinion of Counsel
	 	 	36	 
	Section 8.4. Repayment to the Company
	 	 	37	 
	Section 8.5. Reinstatement
	 	 	37	 
	ARTICLE IX.
	 	 	 	 
	MODIFICATION OF THE INDENTURE
	 	 	37	 
	Section 9.1. Without Consent of Holders
	 	 	37	 
	Section 9.2. With Consent of Holders
	 	 	38	 
	ARTICLE X.
	 	 	 	 
	GUARANTEE OF NOTES
	 	 	39	 
	Section 10.1. Unconditional Guarantee
	 	 	39	 
	Section 10.2. Limitations on Guarantees; Release or Suspension of Particular Guarantors’ Obligations
	 	 	40	 
	Section 10.3. Execution and Delivery of Guarantee
	 	 	40	 
	Section 10.4. Release of a Guarantor due to Extraordinary Events
	 	 	41	 
	Section 10.5. Waiver of Subrogation
	 	 	41	 
	Section 10.6. No Set-Off
	 	 	42	 
	Section 10.7. Obligations Absolute
	 	 	42	 
	Section 10.8. Obligations Continuing
	 	 	42	 
	Section 10.9. Obligations Not Reduced
	 	 	42	 
	Section 10.10. Obligations Reinstated
	 	 	42	 
	Section 10.11. Obligations Not Affected
	 	 	42	 
	Section 10.12. Waiver
	 	 	43	 
	Section 10.13. No Obligation to Take Action Against the Company
	 	 	44	 
	Section 10.14. Dealing with the Company and Others
	 	 	44	 
	Section 10.15. Default and Enforcement
	 	 	44	 







(v)









 






	 	 	 	 	 
	Section 10.16. Amendment, Etc
	 	 	44	 
	Section 10.17. Acknowledgment
	 	 	45	 
	Section 10.18. Costs and Expenses
	 	 	45	 
	Section 10.19. No Merger or Waiver; Cumulative Remedies
	 	 	45	 
	Section 10.20. Survival of Obligations
	 	 	45	 
	Section 10.21. Guarantee in Addition to Other Obligations
	 	 	45	 
	Section 10.22. Severability
	 	 	45	 
	Section 10.23. Successors and Assigns
	 	 	45	 
	Section 10.24. Acknowledgement under TIA
	 	 	45	 
	ARTICLE XI.
	 	 	46	 
	MISCELLANEOUS
	 	 	46	 
	Section 11.1. TIA Controls
	 	 	46	 
	Section 11.2. Notices
	 	 	46	 
	Section 11.3. Communications by Holders with Other Holders
	 	 	47	 
	Section 11.4. Certificate and Opinion as to Conditions Precedent
	 	 	47	 
	Section 11.5. Statements Required in Certificate or Opinion
	 	 	47	 
	Section 11.6. Rules by Trustee, Paying Agent, Registrar, Calculation Agent
	 	 	48	 
	Section 11.7. Legal Holidays
	 	 	48	 
	Section 11.8. Governing Law
	 	 	48	 
	Section 11.9. No Adverse Interpretation of Other Agreements
	 	 	48	 
	Section 11.10. No Personal Liability
	 	 	48	 
	Section 11.11. Successors
	 	 	48	 
	Section 11.12. Duplicate Originals
	 	 	49	 
	Section 11.13. Severability
	 	 	49	 







(vi)









 





          INDENTURE, dated as of August 18, 2004, between Lennar Corporation, a
Delaware corporation (the “Company”), each of the Guarantors party hereto and
J.P. Morgan Trust Company, as Trustee (the “Trustee”).



          The Company has duly authorized the creation of an issue of its Senior
Floating-Rate Notes due 2007, Series A, and its Senior Floating-Rate Notes due
2007, Series B, to be issued in exchange for the Senior Floating-Rate Notes due
2007, Series A, pursuant to the Registration Rights Agreement (as defined
herein) and, to provide therefor, the Company has duly authorized the execution
and delivery of this Indenture. All things necessary to make the Notes (as
defined), when duly issued and executed by the Company, and authenticated and
delivered hereunder, the valid obligations of the Company, and to make this
Indenture a valid and binding agreement of the Company, have been done.



          Each party hereto agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders (as defined) of the
Company’s Senior Floating-Rate Notes due 2007, Series A and Series B.



ARTICLE I.




DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.1. Definitions.



          “3 Month LIBOR Rate” means the rate for deposits in U.S. dollars for the
3-month period commencing on the applicable Interest Reset Date which appears
on Telerate Page 3750 at approximately 11:00 a.m., London time, on the second
London banking day prior to the applicable Interest Reset Date. If this rate
does not appear on Telerate Page 3750, the Calculation Agent will determine the
rate on the basis of the rates at which deposits in U.S. dollars are offered by
four major banks in the London interbank market (selected by the Calculation
Agent) at approximately 11:00 a.m., London time, on the second London banking
day prior to the applicable Interest Reset Date to prime banks in the London
interbank market for a period of three months commencing on that Interest Reset
Date and in a principal amount equal to an amount not less than $1,000,000 that
is representative for a single transaction in such market at such time. In
such case, the Calculation Agent will request the principal London office of
each of the aforesaid major banks to provide a quotation of such rate. If at
least two such quotations are provided, the rate for that Interest Reset Date
will be the arithmetic mean of the quotations, and, if fewer than two
quotations are provided as requested, the rate for that Interest Reset Date
will be the arithmetic mean of the rates quoted by major banks in New York
City, selected by the Calculation Agent, at approximately 11:00 a.m., New York
City time, on the second London banking day prior to the applicable Interest
Reset Date for loans in U.S. dollars to leading European banks for a period of
three months commencing on that Interest Reset Date and in a principal amount
equal to an amount not less than $1,000,000 that is representative for a single
transaction in such market at such time. A London banking day is any Business
Day in which dealings in U.S. dollars are transacted in the London interbank
market.



          “Additional Interest” shall have the meaning set forth in the Registration
Rights Agreement.



-1-









 





          “Affiliate” of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
“control” when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.



          “Agent” means any Registrar, Paying Agent or co-Registrar.



          “Agent Members” has the meaning provided in Section 2.16.



          “Authenticating Agent” has the meaning provided in Section 2.2.



          “Bankruptcy Law” has the meaning provided in Section 6.1.



          “Board Resolution” means a resolution by the Board of Directors or
Executive Committee of the Company certified by its Secretary or an Assistant
Secretary as being duly adopted and in full force and effect.



          “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a Legal Holiday in New York, New York.



          “Calculation Agent” has the meaning provided in Section 2.1.



          “Capital Stock” means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) of or in
such Person’s capital stock or other equity interests, and options, rights or
warrants to purchase such capital stock or other equity interests, whether now
outstanding or issued after the Issue Date.



          “Common Stock” means the common stock, par value $.10 per share, of the
Company, as that stock may be reconstituted from time to time, except that
“Common Stock” will not include the Company’s Class B Common Stock.



          “Consolidated Net Tangible Assets” means the total amount of assets which
would be included on a consolidated balance sheet of the Company and the
Restricted Subsidiaries under GAAP (less applicable reserves and other properly
deductible items) after deducting therefrom:




	(A)	 	all short-term liabilities, i.e., liabilities
payable by their terms less than one year from the date of
determination and not renewable or extendable at the option of
the obligor for a period ending more than one year after such
date, and liabilities in respect of retiree benefits other
than pensions for which the Restricted Subsidiaries are
required to accrue pursuant to Statement of Financial
Accounting Standards No. 106;
	 
	(B)	 	investments in Subsidiaries that are not
Restricted Subsidiaries; and




-2-









 






	(C)	 	all assets reflected on the Company’s balance
sheet as the carrying value of goodwill, trade names,
trademarks, patents, unamortized debt discount, unamortized
expense incurred in the issuance of debt and other intangible
assets.





          “Corporate Trust Office” means the principal office of the Trustee at
which at any particular time its corporate trust business is principally
administered (which at the date of this Indenture is at 10151 Deerwood Park
Blvd., Building 400, 5th Floor, Jacksonville, Florida 32256).



          “Custodian” has the meaning provided in Section 6.1.



          “Default” means any event which, upon the giving of notice or passage of
time, or both, would be an Event of Default.



          “Default Interest Payment Date” has the meaning provided in Section 2.11.



          “Depositary” means The Depository Trust Company, its nominees and
successors.



          “$” means the lawful currency of the United States.



          “Event of Default” has the meaning provided in Section 6.1.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended.



          “Exchange Notes” means the Senior Floating-Rate Notes due 2007, Series B
to be issued in exchange for the Initial Notes pursuant to (i) the Registration
Rights Agreement, or (ii) with respect to Initial Notes issued under this
Indenture subsequent to the Issue Date pursuant to Section 2.2, a registration
rights agreement substantially identical to the Registration Rights Agreement.



          “Exchange Offer” has the meaning provided in the Registration Rights
Agreement.



          “Fiscal Year” means the period commencing on December 1 of a year and
ending on the next November 30 or such other period (not to exceed 12 months or
53 weeks) as the Company may from time to time adopt as its fiscal year.



          “Funded Debt” of any Person means all Indebtedness for borrowed money
created, incurred, assumed or guaranteed in any manner by such person, and all
Indebtedness, contingent or otherwise, incurred or assumed by such person in
connection with the acquisition of any business, property or asset, which in
each case matures more than one year after, or which by its terms is renewable
or extendible or payable out of the proceeds of similar Indebtedness incurred
pursuant to the terms of any revolving credit agreement or any similar
agreement at the option of such person for a period ending more than one year
after the date as of which Funded Debt is being determined; provided, however,
that Funded Debt shall not include (i) any Indebtedness for the payment,
redemption or satisfaction of which money (or evidences of



-3-









 




indebtedness, if permitted under the instrument creating or evidencing
such indebtedness) in the necessary amount shall have been irrevocably
deposited in trust with a trustee or proper depository either on or before the
maturity or redemption date thereof or (ii) any Indebtedness of such person to
any of its subsidiaries or of any subsidiary to such person or any other
subsidiary or (iii) any Indebtedness incurred in connection with the financing
of operating, construction or acquisition projects, provided that the recourse
for such indebtedness is limited to the assets of such projects.




          “GAAP” means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, as in effect on the Issue Date.



          “Global Note” has the meaning provided in Section 2.1.



          “Guarantee” has the meaning provided in Section 10.1.



          “Guarantor” means (1) initially, each of the Guarantors named on the
signature pages of this Indenture, and (2) each of the Company’s Subsidiaries
which becomes a guarantor of the Notes pursuant to the provisions of this
Indenture, in each case subject to release as provided in this Indenture.



          “Holder” means a Person in whose name a Note is registered on the
Registrar’s books.



          “IAI Global Note” means, a permanent global note in registered form
representing the aggregate principal amount of Notes sold to Institutional
Accredited Investors.



          “Indebtedness” means, with respect to the Company or any Subsidiary, and
without duplication, (a) the principal of and premium, if any, and interest on,
and fees, costs, enforcement expenses, collateral protection expenses and other
reimbursement or indemnity obligations in respect to all indebtedness or
obligations of the Company or any Subsidiary to any Person, including but not
limited to banks and other lending institutions, for money borrowed that is
evidenced by a note, bond, debenture, loan agreement, or similar instrument or
agreement (including purchase money obligations with original maturities in
excess of one year and noncontingent reimbursement obligations in respect of
amounts paid under letters of credit); (b) all reimbursement obligations and
other liabilities (contingent or otherwise) of the Company or any Subsidiary
with respect to letters of credit, bank guarantees or bankers’ acceptances, (c)
all obligations and liabilities (contingent or otherwise) in respect of leases
of the Company or any Subsidiary required, in conformity with generally
accepted accounting principles, to be accounted for as capital lease
obligations on the balance sheet of the Company, (d) all obligations of the
Company or any Subsidiary (contingent or otherwise) with respect to an interest
rate or other swap, cap or collar agreement or other similar instrument or
agreement or foreign currency hedge, exchange, purchase or similar instrument
or agreement, (e) all direct or indirect guaranties or similar agreements by
the Company or any Subsidiary in respect of, and obligations or liabilities
(contingent or otherwise) of the Company or such Subsidiary to




-4-









 







purchase or otherwise acquire, or otherwise assure a creditor against loss
in respect of, indebtedness, obligations or liabilities of another Person of
the kind described in clauses (a) through (d), (f) any indebtedness or other
obligations, excluding any operating leases the Company or any Subsidiary is
currently (or may become) a party to, described in clauses (a) through (d)
secured by any Lien existing on property which is owned or held by the Company
or Subsidiary, regardless of whether the indebtedness or other obligation
secured thereby shall have been assumed by the Company or such Subsidiary and
(g) any and all deferrals, renewals, extensions and refinancing of, or
amendments, modification or supplements to, any indebtedness, obligation or
liability of the kind described in clauses (a) through (f).




          “Indenture” means this Indenture, as amended or supplemented from time to
time in accordance with the terms hereof.



          “Initial Notes” means, collectively, (i) the Senior Floating-Rate Notes
due 2007, Series A, of the Company issued on the Issue Date and (ii) any other
Senior Floating-Rate Notes due 2007, Series A that are issued under this
Indenture, subsequent to the Issue Date, pursuant to Section 2.2, for so long
as each such securities constitute Restricted Securities.



          “Initial Purchasers” means Banc of America Securities LLC and Calyon
Securities (USA) Inc.



          “Institutional Accredited Investor” means an institution that is an
“accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act.



          “Interest Payment Date” means the stated maturity of an installment of
interest on the Notes.



          “Interest Reset Date” has the meaning provided in Section 2.1.



          “Issue Date” means August 18, 2004.



          “Lien” means any mortgage, pledge, lien, encumbrance, charge or security
interest of any kind.



          “Maturity Date” means August 20, 2007.



          “Non-Recourse Indebtedness” means any Indebtedness of the Company or any
Restricted Subsidiary for which the holder of such Indebtedness has no
recourse, directly or indirectly, to the Company or such Restricted Subsidiary
for the principal of, premium, if any, and interest on such Indebtedness, and
for which the Company or such Restricted Subsidiary is not, directly or
indirectly, obligated or otherwise liable for the principal of, premium, if
any, and interest on such Indebtedness, except pursuant to mortgages, deeds of
trust or other security interests or other recourse, obligations or
liabilities, in respect of specific land or other real property interests of
the Company or such Restricted Subsidiary securing such Indebtedness; provided,
however, that recourse, obligations or liabilities solely for indemnities,
breaches of warranties or representations contained in such mortgages, deeds of
trust or grants of security interests in respect of Indebtedness will not
prevent that Indebtedness from being classified as Non-Recourse Indebtedness.



-5-









 





          “Non-U.S. Person” means a person who is not a U.S. person, as defined in
Regulation S.



          “Notes” means, collectively, the Initial Notes, the Private Exchange
Notes, if any, and the Unrestricted Notes, treated as a single class of
securities, as amended or supplemented from time to time in accordance with the
terms of this Indenture, that are issued pursuant to this Indenture.



          “Obligations” means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing the Notes.



          “Officer” means the Chairman of the Board, any Vice Chairman of the Board,
the President, any Vice President, the Treasurer, the Secretary, the Controller
or any Assistant Secretary of a Person.



          “Officers’ Certificate” when used with respect to the Company means a
certificate signed by two Officers. Each such certificate will comply with
Section 314 of the TIA and include the statements described in Section 12.05.



          “Opinion of Counsel” means a written opinion from legal counsel who is
acceptable to the Trustee. That counsel may be an employee of or counsel to the
Company or the Trustee. Each such opinion will include the statements
described in Section 11.5 if and to the extent required by that Section.



          “Paying Agent” has the meaning provided in Section 2.3.



          “Permitted Liens” has the meaning provided in Section 4.6.



          “Permitted Sale-Leaseback Transactions” has the meaning provided in
Section 4.7.



          “Person” means any individual, corporation, partnership, limited liability
company, joint venture, joint-stock company, trust, unincorporated organization
or government or any government agency or political subdivision.



          “Physical Notes” has the meaning provided in Section 2.1.



          “Private Exchange Notes” shall have the meaning provided in the
Registration Rights Agreement(s).



          “Private Placement Legend” means the legend initially set forth on the
Initial Notes in the form set forth in Exhibit A.



          “Property” of any Person means all types of real, personal, tangible,
intangible or mixed property owned by such Person, whether or not included in
the most recent consolidated balance sheet of such Person and its Subsidiaries
under GAAP.



-6-









 





          “Qualified Institutional Buyer” or “QIB” shall have the meaning specified
in Rule 144A.



          “Record Date” means the Record Date specified in the Notes.



          “Redemption Date” when used with respect to any Note to be redeemed, means
the date fixed for such redemption by or pursuant to this Indenture.



          “Redemption Price” when used with respect to any Note to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture. For
the avoidance of doubt, the Redemption Price excludes accrued interest to the
Redemption Date.



          “Registrar” has the meaning provided in Section 2.3.



          “Registration Rights Agreement” means, as applicable, (i) the Registration
Rights Agreement dated as of the Issue Date among the Company, the Guarantors
and the Initial Purchasers or (ii) any registration rights agreement,
substantially identical to the Registration Rights Agreement, entered into
among the Company, the Guarantors and the respective purchasers, on
substantially identical terms, relating to any Initial Notes issued pursuant to
Section 2.2.



          “Regulation S” means Regulation S under the Securities Act.



          “Regulation S Global Note” means a permanent global note in registered
form representing the aggregate principal amount of Notes sold in reliance on
Regulation S under the Securities Act.



          “Restricted Security” has the meaning assigned to such term in Rule
144(a)(3) under the Securities Act; provided, however, that the Trustee shall
be entitled to request and conclusively rely on an Opinion of Counsel with
respect to whether any Note constitutes a Restricted Security.



          “Restricted Subsidiary” means any Guarantor.



          “Rule 144A” means Rule 144A under the Securities Act.



          “Sale-Leaseback Transaction” means a sale or transfer made by the Company
or a Restricted Subsidiary of any property which is either (A) a manufacturing
facility, office building or warehouse whose book value equals or exceeds 1% of
Consolidated Net Tangible Assets as of the date of determination, or (B)
another property (not including a model home) which exceeds 5% of Consolidated
Net Tangible Assets as of the date of determination, if such sale or transfer
is made with the agreement, commitment or intention of leasing such property to
the Company or a Restricted Subsidiary.



          “SEC” means the Securities and Exchange Commission.



          “Securities Act” means the Securities Act of 1933, as amended.



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          “Senior Secured Credit Facilities” means the senior secured credit
facilities dated as of May 3, 2000, as amended and restated through May 27,
2004 between the Company and Bank One N.A., as administrative agent and the
other lenders party thereto.



          “Special Record Date” has the meaning provided in Section 2.1.



          “State” means any state of the United States or the District of Columbia.



          “Subsidiary” means (i) a corporation or other entity of which a majority
in voting power of the stock or other interests is owned by the Company, by a
Subsidiary of the Company or by the Company and one or more Subsidiaries of the
Company or (ii) a partnership, the sole general partner or partners of which
are the Company and/or any Subsidiary.



          “Telerate Page 3750” means the display page with that designation on the
Moneyline Telerate, Inc. (or such other page as may replace that page on that
service or any successor service as the place where the London interbank
offered rates of major banks are displayed).



          “Trustee” means the person named as such in this Indenture and, subject to
the provisions of Article Seven of this Indenture, any successor to that
person.



          “TIA” means the Trust Indenture Act of 1939, as amended, as in effect on
the date of this Indenture, except as otherwise provided in Section 9.3.



          “Trust Officer” means the Chairman of the Board, the President or any
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.



          “United States” means the United States of America.



          “Unrestricted Notes” means one or more Notes that do not and are not
required to bear the Private Placement Legend, including, without limitation,
the Exchange Notes.



          “U.S. Government Obligations” means direct obligations of, and obligations
guaranteed by, the United States of America for the payment of which the full
faith and credit of the United States of America is pledged.



          “U.S. Legal Tender” means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.



          Section 1.2. Incorporation by Reference of TIA. Whenever this Indenture
refers to a provision of the TIA, such provision is incorporated by reference
in, and made a part of, this Indenture. The following TIA terms used in this
Indenture have the following meanings:



          “indenture securities” means the Notes.



          “indenture security holder” means a Holder.



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          “indenture to be qualified” means this Indenture.



          “indenture trustee” or “institutional trustee” means the Trustee.



          “obligor” on the indenture securities means the Company or any other
obligor on the Notes.



          All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule and not
otherwise defined herein have the meanings assigned to them therein.



     Section 1.3. Rules of Construction. Unless the context otherwise
requires:




     (1) a term has the meaning assigned to it;




     (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP of any date of determination;




     (3) “or” is not exclusive;




     (4) words in the singular include the plural, and words in the
plural include the singular;




     (5) “herein,” “hereof” and other words of similar import refer to
this Indenture as a whole and not to any particular Article, Section or
other subdivision; and




     (6) any reference to a statute, law or regulation means that
statute, law or regulation as amended and in effect from time to time and
includes any successor statute, law or regulation; provided, however,
that any reference to the Bankruptcy Law shall mean the Bankruptcy Law as
applicable to the relevant case.



ARTICLE II.




THE NOTES




     Section 2.1. Form and Dating; Interest. The Initial Notes and the
Trustee’s certificate of authentication relating thereto shall be substantially
in the form of Exhibit A hereto, provided, that any Initial Notes issued in a
public offering shall be substantially in the form of Exhibit B hereto. The
Exchange Notes and the Trustee’s certificate of authentication relating thereto
shall be substantially in the form of Exhibit B hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
depository rule or usage. The Company and the Trustee shall approve the form
of the Notes and any notation, legend or endorsement on them. Each Note shall
be dated the date of its issuance and shall show the date of its
authentication.



          The terms and provisions contained in the Notes annexed hereto as Exhibits
A and B shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent



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applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, expressly agree to such terms and provisions and to be bound
thereby.




          Notes offered and sold in reliance on Rule 144A and Notes offered and sold
in reliance on Regulation S shall be issued initially in the form of one or
more permanent global Notes in registered form, substantially in the form set
forth in Exhibit A (each, a “Global Note”), deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided and shall bear the legend set forth in
Exhibit C. The aggregate principal amount of the Global Note may from time to
time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary, as hereinafter provided.



          Notes issued in exchange for interests in a Global Note pursuant to
Section 2.16 may be issued and Notes offered and sold in reliance on any other
exemption from registration under the Securities Act other than as described in
the preceding paragraph shall be issued in the form of permanent certificated
Notes in registered form in substantially the form set forth in Exhibit A (the
“Physical Notes”).



          All Notes offered and sold in reliance on Regulation S shall remain in the
form of a Global Note until the consummation of the Exchange Offer pursuant to
the Registration Rights Agreement; provided, however, that all of the time
periods specified in the Registration Rights Agreement to be complied with by
the Company have been so complied with.



          The unpaid principal amount of the Notes shall bear interest at the 3
Month LIBOR Rate plus 0.50% per year until paid or duly provided for, such
interest to accrue from August 18, 2004, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for. The 3 Month
LIBOR Rate will be reset quarterly on each Interest Payment Date (each, an
“Interest Reset Date”), beginning on November 20, 2004. The initial interest
rate will be                    %. The calculation agent (the “Calculation Agent”) shall be
J.P. Morgan Trust Company, N.A. until such time as the Company appoints a
successor Calculation Agent. The Calculation Agent will, upon the request of
the Holder of any Note, provide the interest rate then in effect. All
calculations made by the Calculation Agent in the absence of manifest error
shall be conclusive for all purposes and binding on the Company and the Holders
of the Notes. The Company may appoint a successor Calculation Agent with the
written consent of the Trustee. Interest shall be paid quarterly in arrears on
each Interest Payment Date to the Person or Persons in whose name the Notes are
registered on the Record Date for such Interest Payment Date; provided that
interest payable at the Maturity Date or on a Redemption Date shall be paid to
the Person to whom principal or the Redemption Price is payable. Any such
interest that is not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holders on such Record Date and shall be paid as
provided in Section 2.12. Payments of interest on the Notes shall include
interest accrued to but excluding the respective Interest Payment Dates.
Interest payments for the Notes shall be computed and paid on the basis of a
360-day year and the actual number of days elapsed. In the event that any
Interest Payment Date on the Notes is not a Business Day, then such Interest
Payment Date will be postponed to the next succeeding day that is a Business
Day, and no additional interest will accrue. All percentages resulting from
any calculation of the interest rate with respect to the Notes will be rounded,
if necessary, to the nearest one-hundred thousandth of a percentage point, with
five one-millionths of a percentage



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point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to
9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to 9.87654%
(or .0987654)), and all dollar amounts in or resulting from any such
calculation will be rounded to the nearest cent (with one-half cent being
rounded upwards).




     Section 2.2. Execution and Authentication; Aggregate Principal Amount. An
Officer of the Company (duly authorized by all requisite corporate actions)
shall sign and attest to the Notes for the Company by manual or facsimile
signature.



          If an Officer whose signature is on a Note was an Officer at the time of
such execution but no longer holds that office or position at the time the
Trustee authenticates the Note, the Note shall nevertheless be valid.



          A Note shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.



          The Trustee shall authenticate all (i) Initial Notes; (ii) Private
Exchange Notes from time to time for issue only in exchange for a like
principal amount of Initial Notes and (iii) Unrestricted Notes from time to
time upon a written order of the Company in the form of an Officers’
Certificate of the Company. Each such written order shall specify the amount
of Notes to be authenticated and the date on which the Notes are to be
authenticated, whether the Notes are to be Initial Notes, Private Exchange
Notes or Unrestricted Notes and whether the Notes are to be issued as Physical
Notes or Global Notes or such other information as the Trustee may reasonably
request.



          The Trustee may appoint an authenticating agent (the “Authenticating
Agent”) reasonably acceptable to the Company to authenticate Notes. Unless
otherwise provided in the appointment, an Authenticating Agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such Authenticating
Agent. An Authenticating Agent has the same rights as an Agent to deal with
the Company or with any Affiliate of the Company.



          The Notes shall be issuable in fully registered form only, without
coupons, in denominations of $1,000 and any integral multiple thereof. Subject
to applicable law, the aggregate principal amount of the Notes which may be
authenticated and delivered on the Issue Date shall not exceed $250,000,000;
provided that, the Company may, without the consent of the Holders, issue
additional Notes under this Indenture at any time hereafter.



     Section 2.3. Registrar and Paying Agent. The Company shall maintain an
office or agency (which shall be located in the Borough of Manhattan in the
City of New York, State of New York) where (a) Notes may be presented or
surrendered for registration of transfer or for exchange (“Registrar”), (b)
Notes may be presented or surrendered for payment (“Paying Agent”) and (c)
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Registrar shall keep a register of the Notes and
of their transfer and exchange. The Company may have one or more co-Registrars
and one or more additional paying agents reasonably acceptable to the Trustee.
The term “Paying Agent” includes any



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additional Paying Agent. The Company may act as its own Paying Agent. If
the Company elects to act as its own paying agent, the Company will notify the
Trustee of its election and will hold for the benefit of the Holders all assets
for the payment of principal of premium, if any, or interest on, the Notes.




          The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which agreement shall incorporate the
provisions of the TIA and implement the provisions of this Indenture that
relate to such Agent. The Company shall notify the Trustee of the name and
address of any such Agent. If the Company shall fail to maintain a Registrar
or Paying Agent, the Trustee shall act as such.



          The Company initially appoints the Trustee as Registrar, Paying Agent and
custodian for service of demands and notices in connection with the Notes. Any
of the Registrar, the Paying Agent or any other agent may resign upon 30 days’
notice to the Company.



     Section 2.4. Paying Agent to Hold Assets in Trust. The Company shall
require each Paying Agent other than the Trustee to agree in writing that such
Paying Agent shall hold in trust for the benefit of the Holders or the Trustee
all assets held by the Paying Agent for the payment of principal of, premium,
if any, or interest on, the Notes (whether such assets have been distributed to
it by the Company or any other obligor on the Notes), and the Company and the
Paying Agent shall notify the Trustee of any Default by the Company (or any
other obligor on the Notes) in making any such payment. The Company at any
time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any payment Default, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the
Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets that shall have been delivered to the Paying Agent, the
Paying Agent shall have no further liability for such assets.



     Section 2.5. Holder Lists. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of the Holders and shall otherwise comply with TIA §
312(a). If the Trustee is not the Registrar, the Company shall furnish or
cause the Registrar to furnish to the Trustee five (5) Business Days before
each Record Date and at such other times as the Trustee may request in writing
a list as of such date and in such form as the Trustee may reasonably require
of the names and addresses of the Holders, which list may be conclusively
relied upon by the Trustee, and the Company shall otherwise comply with TIA §
312(a).



     Section 2.6. Transfer and Exchange. Subject to Sections 2.16 and 2.17,
when Notes are presented to the Registrar or a co-Registrar with a request to
register the transfer of such Notes or to exchange such Notes for an equal
principal amount of Notes of other authorized denominations, the Registrar or
co-Registrar shall register the transfer or make the exchange as requested if
its requirements for such transaction are met; provided, however, that the
Notes presented or surrendered for registration of transfer or exchange shall
be duly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Company, the Trustee and the Registrar or co-Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing.
To permit registration of transfers and exchanges, the Company shall



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execute and the Trustee shall authenticate Notes at the Registrar’s or
co-Registrar’s request. No service charge shall be made for any registration
of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any transfer tax, fee or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchanges or transfers pursuant to Section
2.10 or 3.1, in which event the Company shall be responsible for the payment of
such taxes or charges).




          The Registrar or co-Registrar shall not be required to register the
transfer of or exchange of any Note (i) during a period beginning at the
opening of business 15 days before the mailing of a notice of redemption of
Notes and ending at the close of business on the day of such mailing and (ii)
selected for redemption in whole or in part pursuant to Article III, except the
unredeemed portion of any Note being redeemed in part.



          Any Holder of a beneficial interest in a Global Note shall, by acceptance
of such Global Note, agree that transfers of beneficial interests in such
Global Notes may be effected only through a book entry system maintained by the
Holder of such Global Note (or its agent), and that ownership of a beneficial
interest in the Note shall be required to be reflected in a book entry system.



     Section 2.7. Replacement Notes. If a mutilated Note is surrendered to the
Trustee or if the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note if the Trustee’s requirements are met. If
required by the Trustee or the Company, such Holder must provide an indemnity
bond or other indemnity of reasonable tenor, sufficient in the reasonable
judgment of the Company and the Trustee, to protect the Company, the Trustee or
any Agent from any loss which any of them may suffer if a Note is replaced.
Every replacement Note shall constitute an additional obligation of the
Company.



     Section 2.8. Outstanding Notes. Notes outstanding at any time are all the
Notes that have been authenticated by the Trustee except those canceled by it,
those delivered to it for cancellation and those described in this Section as
not outstanding. Subject to the provisions of Section 2.9, a Note does not
cease to be outstanding because the Company or any of its Affiliates holds the
Note.



          If a Note is replaced pursuant to Section 2.7 (other than a mutilated Note
surrendered for replacement), it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Note is held by a protected
purchaser. A mutilated Note ceases to be outstanding upon surrender of such
Note and replacement thereof pursuant to Section 2.7.



          If, on a Redemption Date or the Maturity Date, the Paying Agent holds U.S.
Legal Tender or U.S. Government Obligations sufficient to pay all of the
principal, premium, if any, and interest due on the Notes payable on that date
and is not prohibited from paying such money to the Holders thereof pursuant to
the terms of this Indenture, then on and after that date such Notes shall be
deemed not to be outstanding and interest on them shall cease to accrue.



     Section 2.9. Treasury Notes. In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver,
consent or notice, Notes



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owned by the Company or an Affiliate of the Company shall be considered as
though they are not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Notes which a Trust Officer of the Trustee has been informed
in writing by the Company to be so owned shall be so considered. The Company
shall notify the Trustee, in writing, when either it or, to its knowledge, any
of its Affiliates repurchases or otherwise acquires Notes, of the aggregate
principal amount of such Notes so repurchased or otherwise acquired and such
other information as the Trustee may reasonably request and the Trustee shall
be entitled to rely thereon.




     Section 2.10. Temporary Notes. Until typewritten Notes are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Notes upon receipt of a written order of the Company in the form of an
Officers’ Certificate. The Officers’ Certificate shall specify the amount of
temporary Notes to be authenticated and the date on which the temporary Notes
are to be authenticated. Temporary Notes shall be substantially in the form of
typewritten Notes but may have variations that the Company consider appropriate
for temporary Notes and so indicate in the Officers’ Certificate. Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate, upon receipt of a written order of the Company pursuant to
Section 2.2, typewritten Notes in exchange for temporary Notes.



     Section 2.11. Cancellation. The Company at any time may deliver Notes to
the Trustee for cancellation. The Registrar and the Paying Agent shall forward
to the Trustee any Notes surrendered to them for transfer, exchange or payment.
The Trustee, or at the direction of the Trustee, the Registrar or the Paying
Agent, and no one else, shall cancel and, at the written direction of the
Company, shall dispose, in its customary manner, of all Notes surrendered for
transfer, exchange, payment or cancellation. Subject to Section 2.7, the
Company may not issue new Notes to replace Notes that they have paid or
delivered to the Trustee for cancellation. If the Company shall acquire any of
the Notes, such acquisition shall not operate as a redemption or satisfaction
of the Indebtedness represented by such Notes unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.11.



     Section 2.12. Defaulted Interest. The Company shall pay interest on
overdue principal from time to time on demand at the rate of interest borne by
the Notes. The Company shall, to the extent lawful, pay interest on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the rate of interest borne by the Notes. All such
interest will be computed 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.



          If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest, plus (to the extent lawful) any interest payable on
the defaulted interest, to the Persons who are Holders on a subsequent special
record date, which special record date shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest
or the next succeeding Business Day if such date is not a Business Day. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment (a
"Default Interest Payment Date”), and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such defaulted interest or shall make
arrangements satisfactory to the Trustee for such deposit on or prior to the
date of the proposed payment, such



-14-









 




money when deposited to be held in trust for the benefit of the Persons
entitled to such defaulted interest as provided in this Section; provided,
however, that in no event shall the Company deposit monies proposed to be paid
in respect of defaulted interest later than 11:00 a.m. New York City time of
the proposed Default Interest Payment Date. At least 15 days before the
subsequent special record date, the Company shall mail (or cause to be mailed)
to each Holder, as of a recent date selected by the Company, with a copy to the
Trustee at least 20 days prior to such special record date, a notice that
states the subsequent special record date, the Default Interest Payment Date
and the amount of defaulted interest, and interest payable on such defaulted
interest, if any, to be paid. Notwithstanding the foregoing, any interest
which is paid prior to the expiration of the 30-day period set forth in Section
6.1(1) shall be paid to Holders as of the regular record date for the Interest
Payment Date for which interest has not been paid. Notwithstanding the
foregoing, the Company may make payment of any defaulted interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange.




     Section 2.13. CUSIP Number. In issuing the Notes, the Company may use a
“CUSIP” number, and, if so, the Trustee shall use the CUSIP number in notices
of redemption or exchange as a convenience to Holders; provided, however, that
no representation is hereby deemed to be made by the Trustee as to the
correctness or accuracy of the CUSIP number printed in the notice or on the
Notes, and that reliance may be placed only on the other identification numbers
printed on the Notes. The Company shall promptly notify the Trustee of any
change in the CUSIP number.



          In the event that the Company shall issue and the Trustee shall
authenticate any Notes issued under this Indenture subsequent to the Issue Date
pursuant to Section 2.2, the Company shall use its reasonable efforts to obtain
the same “CUSIP” number for such Notes as is printed on the Notes outstanding
at such time and provides written notice to the Trustee to such effect;
provided, however, that if any series of Notes issued under this Indenture
subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel
of the Company in a form reasonably satisfactory to the Trustee to be a
different class of security than the Notes outstanding at such time for federal
income tax or securities laws purposes, the Company shall use its reasonable
efforts to obtain a “CUSIP” number for such Notes that is different than the
“CUSIP” number printed on the Notes then outstanding and cause such opinion to
be delivered to the Trustee. Notwithstanding the foregoing or any other
provision herein to the contrary, all Notes issued under this Indenture shall
vote and consent together on all matters as one class and no series of Notes
will have the right to vote or consent as a separate class on any matter.



     Section 2.14. Deposit of Monies. Prior to 11:00 a.m. New York City time
on each Interest Payment Date, Maturity Date or Redemption Date, the Company
shall have deposited with the Paying Agent in immediately available funds money
sufficient to make cash payments, if any, due on such Interest Payment Date,
Maturity Date or Redemption Date, as the case may be, in a timely manner which
permits the Paying Agent to remit payment to the Holders on such Interest
Payment Date, Maturity Date or Redemption Date, as the case may be.



     Section 2.15. Restrictive Legends. Each Global Note and Physical Note
that constitutes a Restricted Security shall bear the Private Placement Legend
on the face thereof until after the second anniversary of the later of the
Issue Date (or in the case of any Initial Notes issued after



-15-









 




the Issue Date, two years after the date of initial issuance thereof) and
the last date on which the Company or any Affiliate of the Company was the
owner of such Note (or any predecessor security) (or such shorter period of
time as permitted by Rule 144(k) under the Securities Act or any successor
provision thereunder) (or such longer period of time as may be required under
the Securities Act or applicable state securities laws in the opinion of
counsel for the Company, unless otherwise agreed by the Company and the Holder
thereof).




          Each Global Note shall also bear the legend as set forth in Exhibit C.



     Section 2.16. Book-Entry Provisions for Global Security.



     (a) The Global Notes initially shall (i) be registered in the name of the
Depositary or the nominee of such Depositary, (ii) be delivered to the Trustee
as custodian for such Depositary and (iii) bear the legend as set forth in
Exhibit C.



     (b) Members of, or participants in, the Depositary (“Agent Members”)
shall have no rights under this Indenture with respect to any Global Note held
on their behalf by the Depositary, or the Trustee as its custodian, or under
the Global Notes, and the Depositary may be treated by the Company, the Trustee
and any Agent of the Company or the Trustee as the absolute owner of such
Global Note for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any Agent of the
Company or the Trustee from giving effect to any written certification, proxy
or other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices
governing the exercise of the rights of a Holder of any Note.



     (c) Transfers of a Global Note shall be limited to transfers in whole,
but not in part, to the Depositary, its successors or their respective
nominees. Interests of beneficial owners in a Global Note may be transferred
or exchanged for Physical Notes in accordance with the rules and procedures of
the Depositary and the provisions of Section 2.17. In addition, Physical Notes
shall be transferred to all beneficial owners in exchange for their beneficial
interests in a Global Note if (i) the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for the Global Notes and a
successor depositary is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a written request from the Depositary to issue Physical
Notes.



     (d) In connection with any transfer or exchange of a portion of the
beneficial interest in a Global Note to beneficial owners pursuant to Section
2.16(c), the Registrar shall (if one or more Physical Notes are to be issued)
reflect on its books and records the date and a decrease in the principal
amount of such Global Note in an amount equal to the principal amount of the
beneficial interest in the Global Note to be transferred, and the Company shall
execute and the Trustee shall authenticate and deliver, one or more Physical
Notes of like tenor and amount.



     (e) In connection with the transfer of an entire Global Note to
beneficial owners pursuant to Section 2.16(c), such Global Note shall be deemed
to be surrendered to the Trustee for cancellation, and the Company shall
execute and the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary in exchange for its beneficial interest in
the



-16-









 




Global Note, an equal aggregate principal amount of Physical Notes of
authorized denominations.




     (f) Any Physical Note constituting a Restricted Security delivered in
exchange for an interest in a Global Note pursuant to Section 2.16(c) shall,
except as otherwise provided by Section 2.17(a)(i)(x) and (c), bear the Private
Placement Legend.



     (g) The Holder of a Global Note may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Notes.



     Section 2.17. Special Transfer Provisions.



     (a) Transfers to Non-QIB Institutional Accredited Investors and Non-U.S.
Persons. The following provisions shall apply with respect to the registration
of any proposed transfer of a Note constituting a Restricted Security to any
Institutional Accredited Investor which is not a QIB or to any Non-U.S. Person:




     (i) the Registrar shall register the transfer of any Note
constituting a Restricted Security, whether or not such Note bears the
Private Placement Legend, if (x) the requested transfer is after the
second anniversary of the Issue Date (provided, however, that neither the
Company nor any Affiliate of the Company has held any beneficial interest
in such Note, or portion thereof, or predecessor security at any time on
or prior to the second anniversary of the Issue Date (or in the case of
any Initial Notes issued after the Issue Date, two years after the date
of initial issuance thereof)) or (y) (1) in the case of a transfer to an
Institutional Accredited Investor which is not a QIB (excluding Non-U.S.
Persons), the proposed transferee has delivered to the Registrar a
certificate substantially in the form of Exhibit D hereto or (2) in the
case of a transfer to a Non-U.S. Person, the proposed transferor has
delivered to the Registrar a certificate substantially in the form of
Exhibit E hereto; and




     (ii) if the proposed transferee is an Agent Member and the Notes to
be transferred consist of Physical Notes which after transfer are to be
evidenced by an interest in the IAI Global Note or Regulation S Global
Note, as the case may be, upon receipt by the Registrar of (x) written
instructions given in accordance with the Depositary’s and the
Registrar’s procedures and (y) the appropriate certificate, if any,
required by clause (y) of paragraph (i) above, the Registrar shall
register the transfer and reflect on its books and records the date and
an increase in the principal amount of the IAI Global Note or Regulation
S Global Note, as to case may be, in an amount equal to the principal
amount of Physical Notes to be transferred, and the Trustee shall cancel
the Physical Notes so transferred; and




     (iii) if the proposed transferor is an Agent Member seeking to
transfer an interest in a Global Note, upon receipt by the Registrar of
(x) written instructions given in accordance with the Depositary’s and
the Registrar’s procedures and (y) the appropriate certificate, if any,
required by clause (y) of paragraph (i) above, the Registrar shall
register the transfer and reflect on its books and records the date and
(A) a decrease in the



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principal amount of the Global Note from which such interests are to
be transferred in an amount equal to the principal amount of the Notes to
be transferred and (B) an increase in the principal amount of the IAI
Global Note or the Regulation S Global Note, as the case may be, in an
amount equal to the principal amount of the Notes to be transferred.



     (b) Transfers to QIBS. The following provisions shall apply with respect
to the registration of any proposed transfer of a Note constituting a
Restricted Security to a QIB (excluding transfers to Non-U.S. Persons):




     (i) the Registrar shall register the transfer of any Restricted
Security if such transfer is being made by a proposed transferor who has
checked the box provided for on the form of Note stating, or has
otherwise advised the Company and the Registrar in writing, that the sale
has been made in compliance with the provisions of Rule 144A to a
transferee who has signed the certification provided for on the form of
Note stating, or has otherwise advised the Company and the Registrar in
writing, that it is purchasing the Note for its own account or an account
with respect to which it exercises sole investment discretion and that it
and any such account is a QIB within the meaning of Rule 144A, and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company
as it has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is
relying upon its foregoing representations in order to claim the
exemption from registration provided by Rule 144A; and




     (ii) if the proposed transferee is an Agent Member, and the Notes to
be transferred consist of Physical Notes which after transfer are to be
evidenced by an interest in a Global Note, upon receipt by the Registrar
of written instructions given in accordance with the Depositary’s and the
Registrar’s procedures, the Registrar shall reflect on its books and
records the date and an increase in the principal amount of such Global
Note in an amount equal to the principal amount of the Physical Notes to
be transferred, and the Trustee shall cancel the Physical Notes so
transferred; and




     (iii) if the proposed transferor is an Agent Member seeking to
transfer an interest in the IAI Global Note or the Regulation S Global
Note, upon receipt by the Registrar of written instructions given in
accordance with the Depositary’s and the Registrar’s procedures, the
Registrar shall register the transfer and reflect on its books and
records the date and (A) a decrease in the principal amount of the IAI
Global Note or the Regulation S Global Note, as the case may be, in an
amount equal to the principal amount of the Notes to be transferred and
(B) an increase in the principal amount of the Global Note in an amount
equal to the principal amount of the Notes to be transferred.



     (c) Restrictions on Transfer and Exchange of Global Notes.
Notwithstanding any other provisions of this Indenture, a Global Note may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary.



     (d) Private Placement Legend. Upon the transfer, exchange or replacement
of Notes not bearing the Private Placement Legend, the Registrar shall deliver
Notes that do not bear the



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Private Placement Legend. Upon the transfer, exchange or replacement of
Notes bearing the Private Placement Legend, the Registrar shall deliver only
Notes that bear the Private Placement Legend unless (i) the requested transfer
is after the second anniversary of the Issue Date (provided, however, that
neither the Company nor any Affiliate of the Company has held any beneficial
interest in such Note, or portion thereof, or any predecessor security at any
time prior to or on the second anniversary of the Issue Date (or, in the case
of any Initial Notes issued after the Issue Date, two years after the date of
initial issuance thereof), or (ii) there is delivered to the Registrar an
Opinion of Counsel reasonably satisfactory to the Company and the Trustee to
the effect that neither such legend nor the related restrictions on transfer
are required in order to maintain compliance with the provisions of the
Securities Act.




     (e) General. By its acceptance of any Note bearing the Private Placement
Legend, each Holder of such a Note acknowledges the restrictions on transfer of
such Note set forth in this Indenture and in the Private Placement Legend and
agrees that it will transfer such Note only as provided in this Indenture.



          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.16 or this Section 2.17.
The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time during
the Registrar’s normal business hours upon the giving of reasonable written
notice to the Registrar.



     (f) Transfer of Notes Held by Affiliates. Any certificate (i) evidencing
a Note that has been transferred to an Affiliate of the Company within two
years after the Issue Date (or in the case of any Initial Notes issued after
the Issue Date, two years after the date of initial issuance thereof), as
evidenced by a notation on the Assignment Form for such transfer or in the
representation letter delivered in respect thereof or (ii) evidencing a Note
that has been acquired from an Affiliate of the Company (other than by an
Affiliate of the Company) in a transaction or a chain of transactions not
involving any public offering, shall, until two years after the last date on
which the Company or any Affiliate of the Company was an owner of such Note, in
each case, bear the Private Placement Legend, unless otherwise agreed by the
Company (with written notice thereof to the Trustee).



     (g) Notice of Affiliate Purchases. In connection with the purchase or
sale of any Note or any beneficial interest therein by the Company or any
Affiliate thereof (other than a sale to the Initial Purchasers pursuant to the
Purchase Agreement), the Company shall file with the Trustee and Registrar a
written notice identifying the transaction as such for the purposes hereof.



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     Section 2.18. Additional Interest Under Registration Rights Agreement.
Under certain circumstances, the Company shall be obligated to pay Additional
Interest to the Holders, all as set forth in Section 4 of the Registration
Rights Agreement. The terms thereof are hereby incorporated herein by
reference.



ARTICLE III.




REDEMPTION




     Section 3.1. Optional Redemption by the Company.



     (a) Right to Redeem; Notice to Trustee. The Company, at its option, may
redeem the Notes in accordance with the provisions of paragraphs 5 and 6 of the
Notes. If the Company elects to redeem Notes pursuant to paragraph 5 of the
Notes, it shall notify the Trustee in writing of the Redemption Date, the
principal amount of Notes to be redeemed and the Redemption Price that would be
in effect if such Notes were being redeemed on the date of the notice. The
Company shall give the notice to the Trustee provided for in this Section
3.1(a) at least 30 days but not more than 60 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee).



     (b) Notice of Redemption. At least 30 days but not more than 60 days
before a Redemption Date, the Company shall mail or cause to be mailed a notice
of redemption by first-class mail to the Trustee and to each Holder of Notes to
be redeemed at such Holder’s address as it appears on the Note register.



          The notice shall identify the Notes to be redeemed and shall state:



          (i) the Redemption Date;



          (ii) the Redemption Price that would be in effect if such Notes were being
redeemed on the date of the notice;



          (iii) the name and address of the Paying Agent;



          (iv) that Notes called for redemption must be presented and surrendered to
the Paying Agent to collect the Redemption Price and any accrued interest;



          (v) that interest on Notes called for redemption shall cease to accrue on
and after the Redemption Date and, unless the Company defaults in making the
redemption payment, the only remaining right of the Holder shall be to receive
payment of the Redemption Price upon presentation and surrender to the Paying
Agent of the Notes;



          (vi) if fewer than all the outstanding Notes are to be redeemed, the
certificate number and principal amounts of the particular Notes to be
redeemed; and



          (vii) the CUSIP number or numbers for the Notes called for redemption.



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          At the Company’s request, the Trustee shall give the notice of redemption
in the Company’s name and at the Company’s expense. In such event, the Company
will provide the Trustee with the information required by clauses (i) through
(iii) and (vi).



     (c) Effect of Notice of Redemption. Once notice of redemption is
mailed, Notes called for redemption become due and payable on the Redemption
Date and at the Redemption Price stated in the notice. Upon presentation and
surrender to the Paying Agent, Notes called for redemption shall be paid at the
Redemption Price, together with any accrued interest.



     (d) Sinking Fund. There shall be no sinking fund provided for the
Notes.



ARTICLE IV.




COVENANTS




     Section 4.1. Payment of Notes. The Company will promptly pay or cause to
be paid the principal of, premium, if any, and interest, if any, on each of the
Notes at the places and time and in the manner provided in the Notes and this
Indenture. An installment of principal, premium or interest will be considered
paid on the date it is due if the Trustee or Paying Agent holds on that date in
accordance with this Indenture money designated for and sufficient to pay the
installment then due.



          The Company will pay or cause to be paid interest on overdue principal at
the rate specified in the Notes; it will also pay interest on overdue
installments of interest at the same rate, to the extent lawful.



     Section 4.2. Reporting. The Company will file with the Trustee within 15
days after filing with the SEC, copies of its annual reports and of the
information, documents, and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which the
Company is required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act. The Company also will comply with the other provisions of TIA
Section 314(a).



     Section 4.3. Corporate Existence. Subject to Article V, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence, rights (charter and statutory) and
franchises; provided, however, that the Company will not be required to
preserve any such right or franchise if the Board of Directors determines that
the preservation of the right or franchise is no longer desirable in the
conduct of the business of the Company and that its loss will not be
disadvantageous in any material respect to the Holders of the Notes.



     Section 4.4. Compliance Certificate. The Company will deliver to the
Trustee within 120 days after the end of each fiscal year of the Company an
Officers’ Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default or Event of Default by the Company and whether or not
the signers know of any Default or Event of Default that occurred during the
fiscal year. If they do, the certificate will describe the default or Event of
Default, its status and



-21-









 




what action the Company is taking or proposes to take with respect
thereto. The Company also will comply with TIA Section 314(a)(4). For the
purposes of this provision of the Indenture, compliance is determined without
regard to any grace period or requirement of notice under the Indenture.




     Section 4.5. Further Instruments and Acts. Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.



     Section 4.6. Limitations on Liens. The Company shall not, nor shall it
permit any Restricted Subsidiary to, create, assume, incur or suffer to exist
any Lien, upon any of its properties or assets, whether owned on the Issue Date
or thereafter acquired, unless (1) if such Lien secures Indebtedness which is
pari passu with the Notes, then the Notes are secured on an equal and ratable
basis with the obligation so secured until such time as such obligation is no
longer secured by a Lien, (2) if such Lien secures Indebtedness which is
subordinated to the Notes, then the Notes are secured and the Lien securing
such Indebtedness is subordinated to the Lien granted to the holders of the
Notes to the same extent as such Indebtedness is subordinated to the Notes or
(3) such Lien is a Permitted Lien (as defined below).



     The following Liens constitute “Permitted Liens”:



     (a) Liens on property of a Person existing at the time such Person is
merged into or consolidated with or otherwise acquired by the Company or any
Restricted Subsidiary, provided that such Liens were in existence prior to, and
were not created in contemplation of, such merger, consolidation or
acquisitions and do not extend to any assets other than those of the Person
merged into or consolidated with the Company or a Restricted Subsidiary;



     (b) Liens on property existing at the time of acquisition thereof by the
Company or any Restricted Subsidiary; provided that such Liens were in
existence prior to, and were not created in contemplation of, such acquisition
and do not extend to any assets other than the property acquired;



     (c) Liens imposed by law such as carriers’, warehouseman’s or mechanics’
Liens, and other Liens to secure the performance of statutory obligations,
surety or appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business;



     (d) Liens incurred in connection with pollution control, industrial
revenue, water, sewage or any similar bonds;



     (e) Liens securing Indebtedness representing, or incurred to finance, the
cost of acquiring, constructing or improving any assets, provided that the
principal amount of such Indebtedness does not exceed 100% of such cost,
including construction charges;



     (f) Liens securing Indebtedness (A) between a Restricted Subsidiary and
the Company, or (B) between Restricted Subsidiaries;



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     (g) Liens incurred in the ordinary course of business to secure
performance of obligations with respect to statutory or regulatory
requirements, performance or return-of-money bonds, surety bonds or other
obligations of a like nature, in each case which are not incurred in connection
with the borrowing of money, the obtaining of advances or credit or the payment
of the deferred purchase price of property and which do not in the aggregate
impair in any material respect the use of property in the operation of the
Company’s business taken as a whole;



     (h) pledges or deposits under workmen’s compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection
with bids, tenders, contracts (other than for the payment of indebtedness) or
leases to which the Company or any Restricted Subsidiary is a party, or
deposits to secure public or statutory obligations of the Company or of any
Restricted Subsidiary or deposits for the payment of rent, in each case
incurred in the ordinary course of business;



     (i) Liens granted to any bank or other institution on the payments to be
made to such institution by the Company or any Subsidiary pursuant to any
interest rate swap or similar agreement or foreign currency hedge, exchange or
similar agreement designed to provide protection against fluctuations in
interest rates and currency exchange rates, respectively, provided that such
agreements are entered into in, or are incidental to, the ordinary course of
business;



     (j) Liens arising solely by virtue of any statutory or common law
provision relating to banker’s Liens, rights of set off or similar rights and
remedies;



     (k) Liens arising from the Uniform Commercial Code financing statements
regarding leases;



     (l) Liens securing indebtedness incurred to finance the acquisition,
construction, improvement, development or expansion of a property which is
given within 180 days of the acquisition, construction, improvement,
development or expansion of such property and which is limited to such
property;



     (m) Liens incurred in connection with Non-Recourse Indebtedness;



     (n) Liens existing on the Issue Date;



     (o) Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded; provided that any
reserve or other appropriate provision as shall be required in conformity with
GAAP shall have been made therefor;



     (p) Liens securing refinancing Indebtedness; provided that any such Lien
does not extend to or cover any property or assets other than the property or
assets securing Indebtedness so refunded, refinanced or extended;



     (q) easements, rights-of-way and other similar encumbrances incurred in
the ordinary course of business and encumbrances consisting of zoning
restrictions, licenses, restrictions on the use of property or minor
imperfections in title thereto which, in the aggregate, are not



-23-









 




material in amount, and which do not in any case materially detract from
the Company’s properties subject thereto; and




     (r) any extensions, substitutions, modifications, replacements or
renewals of the Permitted Liens described above.



     Notwithstanding the foregoing, the Company may, and may permit any
Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien
upon any of its properties or assets without equally and ratably securing the
Notes if the aggregate amount of all Indebtedness then outstanding secured by
such Lien and all similar Liens, together with the aggregate net sale proceeds
from all Sale-Leaseback Transactions which are not Permitted Sale-Leaseback
Transactions, does not exceed 20% of the total consolidated stockholders’
equity of the Company as shown on the most recent consolidated balance sheet
that is contained or incorporated in the latest annual report on Form 10-K (or
equivalent report) or quarterly report on Form 10-Q (or equivalent report)
filed with the SEC, and is as of a date not more than 181 days prior to the
date of determination, in the case of the consolidated balance sheet contained
or incorporated in an annual report on Form 10-K, or 135 days prior to the date
of determination, in the case of the consolidated balance sheet contained in
the quarterly report on Form 10-Q; provided that Indebtedness secured by
Permitted Liens shall not be included in the amount of such secured
Indebtedness.



     Section 4.7. Sale-Leaseback Transactions. The Company shall not, and
shall not permit any Restricted Subsidiary to, after the date hereof, enter
into any Sale-Leaseback Transaction other than Permitted Sale-Leaseback
Transactions (as defined below). The following Sale-Leaseback Transactions
constitute “Permitted Sale-Leaseback Transactions”:



     (a) a Sale-Leaseback Transaction involving the leasing by the Company or
any Restricted Subsidiary of model homes in the Company’s communities;



     (b) a Sale-Leaseback Transaction relating to a property entered into
within 180 days after the later of the date of acquisition of such property by
the Company or a Restricted Subsidiary or the date of the completion of
construction or commencement of full operations on such property, whichever is
later;



     (c) a Sale-Leaseback Transaction where the Company, within 365 days after
such Sale-Leaseback Transaction, applies or causes to be applied to the
retirement of any Funded Debt of the Company or any Restricted Subsidiary
(other than Funded Debt which by its terms or the terms of the instrument by
which it was issued is subordinate in right of payment to the Notes) proceeds
of the sale of such property, but only to the extent of the amount of proceeds
so applied;



     (d) a Sale-Leaseback Transaction where the Company or any Restricted
Subsidiary would, on the effective date of such sale or transfer, be entitled,
pursuant to this Indenture, to issue, assume or guarantee Indebtedness secured
by a Lien upon the relevant property, at least equal in amount to the then
present value (discounted at the actual rate of interest of the Sale-Leaseback
Transaction) of the obligation for the net rental payments in respect of such
Sale-Leaseback Transaction without equally and ratably securing the Notes;



-24-









 





     (e) a Sale-Leaseback Transaction between the Company and any Restricted
Subsidiary or among Restricted Subsidiaries, provided that the lessor shall be
the Company or a wholly-owned Restricted Subsidiary; and



     (f) a Sale-Leaseback Transaction which has a lease of no more than three
years in length.



          Notwithstanding the foregoing, the Company may, and may permit any
Restricted Subsidiary to, effect any Sale-Leaseback Transaction involving any
real or tangible personal property which is not a Permitted Sale-Leaseback
Transaction, provided that the aggregate net sales proceeds from all
Sale-Leaseback Transactions which are not Permitted Sale-Leaseback
Transactions, together with all Indebtedness secured by Liens other than
Permitted Liens, does not exceed 20% of the total consolidated stockholders’
equity of the Company as shown on the most recent consolidated balance sheet
that is contained or incorporated in the latest annual report on Form 10-K (or
equivalent report) or quarterly report on Form 10-Q (or equivalent report)
filed with the SEC, and is as of a date not more than 181 days prior to the
date of determination, in the case of the consolidated balance sheet contained
or incorporated in an annual report on Form 10-K, or 135 days prior to the date
of determination, in the case of the consolidated balance sheet contained in
the quarterly report on Form 10-Q.



     Section 4.8.Furnishing Guarantees. The Company shall cause any Subsidiary
formed or acquired after the Issue Date, other than its finance company
Subsidiaries and any foreign Subsidiaries, that guarantees any Indebtedness of
the Company or any other Subsidiary, other than guarantees by Subsidiaries of
U.S. Home Corporation solely of U.S. Home Corporation’s obligations as a
guarantor under the Senior Secured Credit Facilities to become a Guarantor by
causing, as promptly as practicable, but in any event not later than the
earlier of (i) 15 Business Days after the end of the fiscal quarter in which
such Subsidiary was formed or acquired or (ii) the date on which such
Subsidiary becomes a guarantor of any other Indebtedness of the Company or any
Subsidiary, such Subsidiary to execute and deliver to the Trustee a Guarantee
in substantially the form of Exhibit F hereto and the Company shall furnish to
the Trustee an Officers’ Certificate stating that all conditions precedent, if
any, provided for in the Indenture and this Supplemental Indenture relating to
the proposed action have been complied with, and an Opinion of Counsel stating
that, in the opinion of such counsel, all such conditions precedent have been
complied with.



ARTICLE V.




SUCCESSOR CORPORATION




     Section 5.1. Company May Consolidate, etc., Only on Certain Terms. The
Company will not consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless:




     (1) the corporation formed by the consolidation or into which the
Company is merged or the person which acquires by conveyance or transfer,
or which leases, the properties and assets of the Company substantially
as an entirety will be a corporation organized and existing under the
laws of the United States of America, a State of the United States of
America or the District of Columbia and expressly assumes, by a one or



-25-









 






more supplemental indentures, executed and delivered to the Trustee,
in form satisfactory to the Trustee, the due and punctual payment of the
principal of, premium, if any, and interest, if any, on all the Notes and
the performance of every covenant of this Indenture and of all
Supplemental Indentures to be performed or observed by the Company;




     (2) immediately after giving effect to the transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, will have occurred and be continuing; and




     (3) the Company has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that the
consolidation, merger, conveyance, transfer or lease and the supplemental
indenture (or the supplemental indentures together) comply with this
Article and that all the conditions precedent relating to the transaction
set forth in this Section have been fulfilled.



     Section 5.2. Successor Corporation Substituted. Upon any event described
in Section 5.1, the successor corporation will succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture, and, except in connection with a lease transaction, the predecessor
corporation will be relieved of all obligations and covenants under this
Indenture.



ARTICLE VI.




DEFAULTS AND REMEDIES




     Section 6.1. Events of Default.



          An “Event of Default” occurs if:




     (1) a default by the Company in the payment when due of interest on
the Notes, which default continues for a period of 30 days;




     (2) a default by the Company in the payment when due of the
principal or Redemption Price due with respect to the Notes;




     (3) a default by the Company or any Restricted Subsidiary with
respect to its obligation to pay Indebtedness for borrowed money (other
than any Non-Recourse Indebtedness), which default shall have resulted in
the acceleration of, or be a failure to pay at final maturity,
Indebtedness aggregating more than $50 million;




     (4) a failure to perform any other covenant or warranty of the
Company herein, which continues for 30 days after written notice;




     (5) final judgments or orders are rendered against the Company or
any Restricted Subsidiary which require the payment by the Company or any
Restricted Subsidiary of an amount (to the extent not covered by
insurance) in excess of $50 million and such judgments or orders remain
unstayed or unsatisfied for more than 60 days and are not being contested
in good faith by appropriate proceedings;



-26-









 






     (6) the Company or any Restricted Subsidiary, pursuant to any
Bankruptcy Law applicable to the Company or such Restricted Subsidiary:
(A) commences a voluntary case; (B) consents to the entry of an order for
relief against it in an involuntary case; (C) consents to the appointment
of a Custodian of it or for any substantial part of its property; or (D)
makes a general assignment for the benefit of its creditors; or




     (7) a court of competent jurisdiction enters an order or decree
under any applicable Bankruptcy Law: (A) for relief in an involuntary
case against the Company or any Restricted Subsidiary; (B) appointing a
Custodian of the Company or any Restricted Subsidiary or for any
substantial part of its respective property; or (C) ordering its winding
up or liquidation of the Company or any Restricted Security; and the
order or decree remains unstayed and in effect for 90 days.



          Each of the occurrences described in clauses (1) through (7) will
constitute an Event of Default whatever the reason for the occurrence and
whether it is voluntary or involuntary or is effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.



          The term “Bankruptcy Law” means Title 11 of the United States Code or any
similar United States Federal or State law for the relief of debtors. The term
“Custodian” means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.



          A Default under clause (4) of this Section is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
principal amount of the then outstanding Notes with regard to which the Company
has failed to comply with a covenant or agreement notify the Company and the
Trustee, of the Default and the Company does not cure the Default within 45
days after the giving of the notice. The notice must specify the Default,
demand that it be remedied and state that the notice is a “Notice of Default.”



          The Company will deliver to the Trustee, within 20 days after it occurs,
written notice in the form of an Officers’ Certificate of any event of which
the Company is aware which with the giving of notice and the lapse of time
would become an Event of Default under clause (4), its status and what action
the Company is taking or proposes to take with respect to it.



     Section 6.2. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default occurs and is continuing, unless the principal of the Notes
has already become due and payable, the Trustee by notice to the Company, or
the Holders of not less than 25 percent in aggregate principal amount of the
Notes then outstanding by notice to the Company and the Trustee may declare the
outstanding principal of the Notes and any accrued and unpaid interest through
the date of such declaration on all of the Notes to be immediately due and
payable. Upon such a declaration, such outstanding principal amount and
accrued and unpaid interest, if any, shall be due and payable immediately. If
an Event of Default specified in Section 6.1(6) or (7) of this Indenture occurs
and is continuing, the outstanding principal amount of the Notes shall
automatically become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holders. The Holders of a
majority in aggregate principal amount of the Notes then outstanding, on behalf
of the Holders of all of the Notes, by notice to



-27-









 




the Company and the Trustee (and without notice to any other Holder), may
rescind any acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default have
been cured or waived except nonpayment of the outstanding principal amount of
any of the Notes that has become due solely as a result of acceleration and if
all amounts due to the Trustee under Section 7.7 of this Indenture have been
paid. No such rescission shall affect any subsequent Default or Event of
Default or impair any right consequent thereto.




          In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned
because of such waiver or rescission and annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such
case the Company, the Holders of Notes, and the Trustee shall be restored
respectively to their several positions and rights hereunder and all rights,
remedies and powers of the Company, the Holders of Notes, and the Trustee shall
continue as though no such proceeding had been taken.



          The Trustee shall within 90 days after a Trust Officer has knowledge of
the occurrence of a Default or any Event of Default, mail to all Holders, as
the names and addresses of such Holders appear upon the Note register, notice
of all Defaults or Events of Default known to a Trust Officer, unless such
Default or Event of Default is cured or waived before the giving of such notice
and provided that, except in the case of default in the payment of the
principal, interest or Redemption Price, as the case may be, on any of the
Notes, the Trustee shall be protected in withholding such notice if and so long
as a trust committee of directors and/or officers of the Trustee in good faith
determines that the withholding of such notice is in the interest of the
Holders.



          The Holders of a majority in principal amount of the Notes then
outstanding shall have the right to direct the time, method and place of
conducting any proceedings for any remedy available to the Trustee, subject to
the limitations specified herein.



     Section 6.3. Other Remedies. If an Event of Default as to a series occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of, premium, if any, and interest, if any, on the Notes or
to enforce the performance of any provision under this Indenture.



          The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default will not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.



     Section 6.4. Waiver of Existing Defaults. The Holders of a majority in
aggregate principal amount of the Notes then outstanding, on behalf of the
Holders of all the Notes, by notice to the Trustee may consent to the waiver of
any past Default with regard to the Notes and its consequences except (i) a
default in the payment of interest or premium, if any, on, or the principal of,
Notes, or (ii) a default in respect of a covenant or a provision that under
Section 9.2 cannot be modified or amended without the consent of the Holders of
all Notes then outstanding.



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The defaults described in clauses (i) and (ii) in the previous sentence
may be waived with the consent of the Holders of all Notes then outstanding.
When a Default or Event of Default is waived, it is deemed cured and not
continuing, but no waiver will extend to any subsequent or other Default or
impair any consequent right.




     Section 6.5. Control by Majority. The Holders of a majority in principal
amount of the Notes then outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee with regard
to the Notes or of exercising any trust or power conferred on the Trustee with
regard to the Notes. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or, subject to Section 7.1, that the
Trustee determines is unduly prejudicial to the rights of other Holders or that
would involve the Trustee in personal liability provided, however, that the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction. Prior to taking any action as a result of a
direction given under this Section, the Trustee will be entitled to
indemnification satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking that action.



     Section 6.6. Payments of Notes on Default; Suit Therefor. The Company
covenants that upon the occurrence of an Event of Default described in Section
6.1(1) or (2), then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Notes, the whole amount that
will then have become due and payable on all such Notes for principal, premium,
if any, and interest, with interest on the overdue principal and premium, if
any, and (to the extent that payment of such interest is enforceable under
applicable law) on the overdue installments of interest at the rate borne by
the Notes; and, in addition, such further amount as will be sufficient to cover
the costs and expenses of collection, including a reasonable compensation to
the Trustee, its agents, attorneys and counsel, and any expenses or liabilities
incurred by the Trustee hereunder other than through its negligence or bad
faith. Until such demand by the Trustee, the Company may pay the principal of
and premium, if any, and interest on the Notes to the registered Holders,
whether or not the Notes are overdue.



     Section 6.7. Limitation on Suits. A Holder may not pursue any remedy with
respect to this Indenture unless:



          (1) the Holder gives to the Trustee written notice stating that an Event
of Default is continuing;



          (2) the Holders of at least 25% in principal amount of the Notes then
outstanding make a written request to the Trustee to pursue the remedy;



          (3) such Holder or Holders offer to the Trustee reasonable security or
indemnity satisfactory to the Trustee against any loss, liability or expense;



          (4) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer of security or indemnity, and the Event of
Default has not been waived; and



          (5) the Trustee has received no contrary direction from the Holders of a
majority in principal amount of the Notes then outstanding during such 60-day
period.



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          A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.



     Section 6.8. Collection Suit by Trustee. If an Event of Default in
payment of principal, premium, if any, or interest, if any, specified in clause
(1) or (2) of Section 6.1 occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal, premium, if any, and interest remaining
unpaid (together with interest on that unpaid interest to the extent lawful)
and the amounts provided for in Section 7.7.



     Section 6.9. Trustee May File Proofs of Claim. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Holders allowed in any
judicial proceedings relative to the Company, its creditors or its property
and, unless prohibited by law or applicable regulations, may vote on behalf of
the Holders in any election of a trustee in bankruptcy or other person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, if the
Trustee consents to the making of such payments directly to the Holders, to pay
to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any
other amounts due the Trustee under Section 7.7.



     Section 6.10. Restoration of Positions. If a judicial proceeding by the
Trustee or a Holder to enforce any right or remedy under this Indenture is
dismissed or decided favorably to the Company, except as otherwise provided in
the judicial proceeding, the Company, the Trustee and the Holders will be
restored to the positions they would have been in if the judicial proceeding
had not been instituted.



     Section 6.11. Priorities. If the Trustee collects any money pursuant to
this Article VI with respect to the Notes, it will pay out the money or
property in the following order:



          FIRST: to the Trustee for amounts due under Section 7.7;



          SECOND: to the Holders for amounts due and unpaid on the Notes for
principal, premium and interest, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Notes for principal,
premium and interest, respectively; and



          THIRD: to the Company.



          The Trustee may fix a record date and payment date for any payment to the
Holders pursuant to this Section. At least 15 days before the record date, the
Company will mail to each Holder and the Trustee a notice that states the
record date, the payment date and the amount to be paid.



     Section 6.12. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in the
suit, having due



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regard to the merits and good faith of the claims or defenses made by the
party litigant. This Section 6.12 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.7, or a suit by Holders of in aggregate
more than 10% in principal amount of the Notes then outstanding, or to any suit
instituted by any Holder for the enforcement of the payment of the principal
of, premium, if any, or interest on any Note held by that Holder on or after
the due date provided in the Note.




     Section 6.13. Stay, Extension or Usury Laws. The Company agrees (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead, or in any manner whatsoever claim, and will resist any and all efforts
to be compelled to take the benefit or advantage of, any stay or extension law
or any usury or other law, wherever enacted, now or at any subsequent time in
force, which would prohibit or forgive the Company from paying all or any
portion of the principal of, premium, if any, and/or interest on any of the
Notes as contemplated in this Indenture, or which may affect the covenants or
performance of this Indenture, and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law and agrees that it will not hinder, delay or impede the execution of any
power granted to the Trustee in this Indenture, but (to the extent that it may
lawfully do so) will suffer and permit the execution of any such power as
though no such law had been enacted.



     Section 6.14. Liability of Stockholders, Officers, Directors and
Incorporators. No stockholder, officer, director or incorporator, as such,
past, present or future, of the Company, or any of its successor corporations,
will have any personal liability in respect of the Company’s obligations under
this Indenture or any Notes by reason of his or its status as such stockholder,
officer, director or incorporator; provided, however, that nothing in this
Indenture or in the Notes will prevent recourse to and enforcement of the
liability of any stockholder or subscriber to Capital Stock in respect of
shares of Capital Stock which have not been fully paid up.



ARTICLE VII.




TRUSTEE




     Section 7.1. Duties of Trustee.



     (a) If an Event of Default has occurred and is continuing, the Trustee
will exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in their exercise as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.



     (b) Except during the continuance of an Event of Default:




     (i) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture and no implied
covenants or obligations will be read into this Indenture against the
Trustee; and




     (ii) the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed in them, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture in the absence of bad



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faith on the Trustee’s part; provided, however, that the Trustee
will examine the certificates and opinions to determine whether or not
they substantially conform to the requirements of this Indenture.



     (c) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:




     (1) this paragraph does not limit the effect of paragraph (b)
of this Section 7.1;




     (2) the Trustee will not be liable for any error of judgment
made in good faith by a Trust Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts;




     (3) the Trustee will not be liable with respect to any action
it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.5; and




     (4) the Trustee will not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of
any of its duties under this Indenture or any Supplemental
Indenture or in the exercise of any of its rights or powers, if it
has reasonable grounds to believe repayment of the funds or
adequate indemnity against the risk or liability is not reasonably
assured to it.



     (d) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee is subject to
the provisions of this Section 7.1 and to the provisions of the TIA.



     (e) The Trustee may refuse to perform any duty or exercise any right or
power unless it receives indemnity satisfactory to it against any loss,
liability or expense.



     (f) The Trustee will not be liable for interest on any money received by
it except as the Trustee may agree with the Company. Money and Government
Obligations held in trust by the Trustee need not be segregated from other
funds or items except to the extent required by law.



     Section 7.2. Rights of Trustee.



     (a) The Trustee may rely on any document believed by it to be genuine and
to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.



     (b) Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate or an Opinion of Counsel which conforms to Section 11.5.
The Trustee will not be liable for any action it takes or omits to take in good
faith in reliance on such an Officers’ Certificate or Opinion of Counsel.



     (c) The Trustee may act through agents and will not be responsible for
the misconduct or negligence of any agent appointed with due care.



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     (d) The Trustee will not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers, except conduct which constitutes willful misconduct, negligence or bad
faith.



     (e) The Trustee may consult with counsel, and the Trustee will not be
liable for any action it takes or omits in reliance on, and in accordance with,
written advice of counsel.



     (f) The Trustee will not be required to investigate any facts or matters
stated in any document, but if it decides to investigate any matters or facts,
the Trustee or its agents or attorneys will be entitled to examine the books,
records and premises of the Company.



     Section 7.3. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Notes and may
otherwise deal with the Company or any of its affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.



     Section 7.4. Trustee’s Disclaimer. The Trustee (i) is not responsible for
and makes no representation as to the validity or adequacy of this Indenture,
(ii) will not be accountable for the Company’s use of the proceeds from the
Notes, and (iii) will not be responsible for any statement of the Company in
this Indenture, other than the Trustee’s certificate of authentication, or in
any document used in the sale of the Notes, other than statements, if any,
provided in writing by the Trustee for use in such a prospectus.



     Section 7.5. Notice of Defaults. The Trustee will give to the Holders
notice of any Default with regard to the Notes known to the Trustee, within 90
days after it occurs; provided, that, except in the case of a Default in the
payment of the principal of, or premium, if any, or interest on any Note, the
Trustee will be protected in withholding notice of the Default if and so long
as a committee of its Trust Officers in good faith determines that the
withholding of the notice is in the interests of the Holders.



     Section 7.6. Reports by Trustee. Within 60 days after each November 30
beginning with the November 30 following the date of this Indenture, the
Trustee will mail to each Holder, at the name and address which appears on the
registration books of the Company, and to each Holder who has, within the two
years preceding the mailing, filed that person’s name and address with the
Trustee for that purpose and each Holder whose name and address have been
furnished to the Trustee pursuant to Section 2.5, a brief report dated as of
that November 30 which complies with TIA Section 313(a). The Trustee also will
comply with TIA Section 313(b).



          A copy of each report will at the time of its mailing to Holders be filed
with each stock exchange on which the Notes are listed and also with the SEC.
The Company will promptly notify the Trustee when the Notes are listed on any
stock exchange and of any delisting of the Notes.



     Section 7.7. Compensation and Indemnity. The Company will pay to the
Trustee from time to time reasonable compensation for its services. The
Trustee’s compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will



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reimburse the Trustee upon request for all reasonable out-of-pocket
expenses incurred or made by it, including costs of collection, in addition to
the compensation for its services. Those expenses will include the reasonable
compensation and expenses, disbursements and advances of the Trustee’s agents,
counsel, accountants and experts. The Company will indemnify the Trustee
against any and all loss, liability or expense (including reasonable attorneys’
fees) incurred by it in connection with the administration of the trust created
by this Indenture and the performance of its duties under this Indenture. The
Trustee will notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company will not relieve
the Company of its obligations under this Section. The Company will defend the
claim and the Trustee may have separate counsel and the Company will pay the
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent. The Company need not reimburse any expense or
indemnify against any loss, expense or liability incurred by the Trustee to the
extent it is due to the Trustee’s own willful misconduct, negligence or bad
faith.




          To secure the Company’s obligation to make payments to the Trustee under
this Section 7.7, the Trustee will have a lien prior to the Notes on all money
or property held or collected by the Trustee, other than money or property held
in trust to pay principal or interest on the Notes. Those obligations of the
Company will survive the satisfaction and discharge of this Indenture.



          When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (6) or (7) of Section 6.1 occurs, the expenses and
the compensation for the services of the Trustee are intended to constitute
expenses of administration under any Bankruptcy Law.



          For purposes of this Section 7.7, “Trustee” will include any predecessor
Trustee, but the willful misconduct, negligence or bad faith of any Trustee
will not affect the rights of any other Trustee under this Section 7.7.



     Section 7.8. Replacement of Trustee. The Trustee may resign at any time
by so notifying the Company. The Holders of a majority in aggregate principal
amount of the Notes then outstanding may remove the Trustee by so notifying the
Trustee and the Company and may appoint a successor Trustee. The Company may
remove the Trustee if:



          (1) the Trustee fails to comply with Section 7.10;



          (2) the Trustee is adjudged bankrupt or insolvent or an order for relief
is entered with respect to the Trustee under any bankruptcy law;



          (3) a receiver or other public officer takes charge of the Trustee or its
property; or



          (4) the Trustee becomes incapable of acting.



          If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in aggregate principal amount of the



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Notes then outstanding may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.




          No removal or appointment of a Trustee will be valid if that removal or
appointment would conflict with any law applicable to the Company.



          A successor Trustee will deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the
retiring Trustee will, subject to the lien provided for in Section 7.7,
transfer all property held by it as a Trustee to the successor Trustee, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. A successor Trustee will mail notice of its succession to
each Holder.



          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of a majority in aggregate principal amount of the Notes then
outstanding may petition any court of competent jurisdiction for the
appointment of a successor Trustee.



          If the Trustee fails to comply with Section 7.10, any Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.



          Notwithstanding the replacement of the Trustee pursuant to this Section,
the Company’s obligations under Section 7.7 will continue for the benefit of
the retiring Trustee.



     Section 7.9. Successor Trustee by Merger, etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust assets to, another Person, the resulting, surviving
or transferee Person will, without any further act, be the successor Trustee.



          If at the time a successor by merger, conversion or consolidation to the
Trustee succeeds to the trusts created by this Indenture any of the Notes have
been authenticated but not delivered, the successor to the Trustee may adopt
the certificate of authentication of the predecessor Trustee, and deliver the
Notes which were authenticated by the predecessor Trustee; and if at that time
any of the Notes have not been authenticated, the successor to the Trustee may
authenticate those Notes either in the name of the predecessor or in its own
name as the successor to the Trustee; and in either case the certificates of
authentication will have the full force provided in this Indenture for
certificates of authentication.



     Section 7.10. Eligibility; Disqualification. The Trustee will at all
times satisfy the requirements of TIA Section 310(a). The Trustee will at all
times have a combined capital and surplus of at least $50,000,000 as set forth
in its most recently published annual report of condition, which will be deemed
for this paragraph to be its combined capital and surplus. The Trustee will
comply with TIA Section 310(b), including the optional provision permitted by
the second sentence of TIA Section 310(b)(9).



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     Section 7.11. Preferential Collection of Claims. The Trustee will comply
with TIA Section 311(a), excluding any creditor relationship listed in TIA
Section 311(b). A Trustee who has resigned or been removed will be subject to
TIA Section 311(a) to the extent indicated.



ARTICLE VIII.




DISCHARGE OF INDENTURE




     Section 8.1. Termination of the Company’s Obligations. When (1) the
Company shall deliver to the Trustee for cancellation all Notes theretofore
authenticated (other than any Notes which have been destroyed, lost or stolen
and in lieu of or in substitution for which other Notes shall have been
authenticated and delivered) and not theretofore canceled, or (2) all the Notes
not theretofore canceled or delivered to the Trustee for cancellation shall
have become due and payable, or are by their terms to become due and payable
within one year, whether at stated maturity or upon redemption and the Company
shall deposit with the Trustee, in trust, monies and/or U.S. Government
Obligations sufficient to pay at the Maturity Date or Redemption Date, as
applicable (other than any Notes which shall have been mutilated, destroyed,
lost or stolen and in lieu of or in substitution for which other Notes shall
have been authenticated and delivered) not theretofore canceled or delivered to
the Trustee for cancellation, including the principal amount and interest
accrued to the Maturity Date or Redemption Date, as applicable, and if the
Company shall also pay or cause to be paid all other sums payable hereunder by
the Company, then this Indenture shall cease to be of further effect with
respect to the Notes (except as to (i) remaining rights of registration of
transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders
to receive payments of the principal amount, including interest due with
respect to the Notes and the other rights, duties and obligations of Holders,
as beneficiaries hereof with respect to the amounts, if any, so deposited with
the Trustee and (iii) the rights, obligations and immunities of the Trustee
under this Indenture with respect to the Notes), and the Trustee, on demand of
the Company accompanied by an Officers’ Certificate and an Opinion of Counsel
as required by Section 8.3 and at the cost and expense of the Company, shall
execute proper instruments acknowledging satisfaction of and discharging this
Indenture with respect to the Notes; the Company, however, hereby agrees to
reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred by the Trustee and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with
this Indenture or the Notes.



     Section 8.2. Application of Trust Money. Subject to Section 8.4, the
Trustee will hold in trust money or U.S. Government Obligations deposited with
it pursuant to Section 8.1. It will apply the deposited money and the money
from the U.S. Government Obligations through the Paying Agent and in accordance
with this Indenture to the payment of principal of, premium, if any, and
interest, if any, on the Notes with regard to which the money or U.S.
Government Obligations were deposited.



     Section 8.3. Officers’ Certificate; Opinion of Counsel. Upon any
application or demand by the Company to the Trustee to take any action under
Section 6.1, the Company shall furnish to the Trustee an Officers’ Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, and an



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Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.




          Each such Officers’ Certificate and Opinion of Counsel provided for in
this Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant pursuant to the previous paragraph shall comply with the
provisions of Section 11.5.



     Section 8.4. Repayment to the Company. The Trustee and the Paying Agent
will promptly pay to the Company upon request any excess money or securities
held by them at any time. The Trustee and the Paying Agent will pay to the
Company upon request any money held by them for the payment of principal,
premium or interest that remains unclaimed for two years. After such payment,
all liability of the Trustee and the Paying Agent with respect to that money
will cease.



     Section 8.5. Reinstatement. If the Trustee or the Paying Agent is unable
to apply any money in accordance with Section 8.2 by reason of any order or
judgment of any court of governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company’s obligations under this
Indenture shall be revived and reinstated with respect to the Notes as though
no deposit had occurred pursuant to Section 8.1 until such time as the Trustee
or the Paying Agent is permitted to apply all such money in accordance with
Section 8.2, provided, however, that if the Company makes any payment of
principal amount or Redemption Price of or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.



ARTICLE IX.




MODIFICATION OF THE INDENTURE




     Section 9.1. Without Consent of Holders. The Company and the Trustee may
amend or supplement this Indenture or the Notes without notice to or consent of
any Holder:



          (1) to cure any ambiguity, defect or inconsistency;



          (2) to comply with Article 5;



          (3) to provide for uncertificated Notes in addition to or in place
of certificated Notes; or



          (4) to make any change that does not materially adversely affect the
rights of any Holder.



          After an amendment under this Section becomes effective, the Company will
mail to the Holders a notice briefly describing the amendment. The failure to
give such notice to all Holders, or any defect in a notice, will not impair or
affect the validity of an amendment under this Section.



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     Section 9.2. With Consent of Holders. The Company and the Trustee may
amend or supplement this Indenture or the Notes without notice to any Holder
but with the written consent of the Holders of a majority in aggregate
principal amount of the Notes then outstanding. The Holders of a majority in
principal amount of the Notes then outstanding may waive compliance by the
Company with any provision of this Indenture or the Notes without notice to any
Holder. However, without the consent of the Holder so affected, no amendment,
supplement or waiver, including a waiver pursuant to Section 6.4, may:




     (1) extend the fixed maturity of any Note or any installment of
interest thereon, reduce the principal amount, interest rate, Redemption
Price, or amount due upon acceleration, impair the right of a Holder to
institute suit for the payment thereof, change the currency in which the
Notes are payable;




     (2) reduce the percentage of Notes required to consent to an
amendment, supplement or waiver;




     (3) release any Guarantor except as provided in Article X hereof; or




     (4) make any change in Section 6.4 or 6.8 or the second sentence of
this Section.



          It will not be necessary for the consent of the Holders under this Section
to approve the particular form of any proposed amendment, supplement or waiver,
but it will be sufficient if the consent approves the substance of the
amendment, supplement or waiver.



          SECTION 9.03. Compliance with Trust Indenture Act. Every amendment or
supplement to this Indenture or the Notes will comply with the TIA as then in
effect.



          SECTION 9.04. Revocation and Effect of Consents. A consent to an
amendment, supplement or waiver by a Holder will bind the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same debt
as the consenting Holder’s Note, even if notation of the consent is not made on
any Note. However, any such Holder or subsequent Holder may revoke the consent
as to the Holder’s Note or portion of a Note. For a revocation to be
effective, the Trustee must receive notice of the revocation before the date
the amendment, supplement or waiver becomes effective. After an amendment,
supplement or waiver becomes effective in accordance with its terms, it will
bind every Holder of every Note.



          SECTION 9.05. Notation on or Exchange of Notes. If an amendment changes
the terms of the Notes, the Trustee may require the Holder of a Note to deliver
the Holder’s Note to the Trustee, who will place an appropriate notation about
the amendment, supplement or waiver on the Note and will return it to the
Holder. Alternatively, the Company may, in exchange for the Note, issue, and
the Trustee will authenticate, a new Note that reflects the amendment,
supplement or waiver.



          SECTION 9.06. Trustee to Sign Amendments, etc. The Trustee will sign any
amendment, supplement or waiver authorized pursuant to Article II or this
Article IX if the amendment, supplement or waiver does not adversely affect the
rights, liabilities or immunities of the Trustee. If it does adversely affect
those rights, liabilities or immunities, the Trustee may



-38-









 




but need not sign it. The Company may not sign an amendment or supplement
until the amendment or supplement is approved by an appropriate Board
Resolution.




ARTICLE X.




GUARANTEE OF NOTES




     Section 10.1. Unconditional Guarantee. Each Guarantor, if any, hereby
jointly and severally, unconditionally and irrevocably guarantees (such
guarantee to be referred to herein as a “Guarantee”) to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, that: (a) all amounts due with respect to the Notes
shall be duly and punctually paid in full when due, whether at maturity, by
acceleration or otherwise, and interest on the overdue principal and (to the
extent permitted by law) interest, if any, on the Notes and all other
obligations of the Company or the Guarantors to the Holders or the Trustee
hereunder or thereunder and all other obligations shall be promptly paid in
full or performed, all in accordance with the terms hereof and thereof; and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, the same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed, or failing performance of any other obligation of the Company to
the Holders under this Indenture or under the Notes, for whatever reason, each
Guarantor shall be obligated to pay, or to perform or cause the performance of,
the same immediately. An Event of Default under this Indenture or the Notes
shall constitute an event of default under this Guarantee, and shall entitle
the Holders of Notes to accelerate the obligations of the Guarantors hereunder
in the same manner and to the same extent as the obligations of the Company.



          Each of the Guarantors hereby agrees that its obligations hereunder shall
be unconditional, irrespective of the validity, regularity or enforceability of
the Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, any release of any other Guarantor, the recovery of any
judgment against the Company, any action to enforce the same, whether or not a
Guarantee is affixed to any particular Note, or any other circumstance which
might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each of the Guarantors hereby waives the benefit of diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands whatsoever and
covenants that its Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes, this Indenture and this
Guarantee. This Guarantee is a guarantee of payment and not of collection.
Each Guarantor further agrees that, as between it, on the one hand, and the
Holders of Notes and the Trustee, on the other hand, (a) subject to this
Article X, the maturity of the obligations guaranteed hereby may be accelerated
as provided in Article VI hereof for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (b) in the
event of any acceleration of such obligations as provided in Article VI hereof,
such obligations (whether or not due and payable) shall forthwith become due
and payable by the Guarantors for the purpose of this Guarantee.



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          No stockholder, officer, director, employee or incorporator, past, present
or future, of any Guarantor, as such, shall have any personal liability under
this Guarantee by reason of his, her or its status as such stockholder,
officer, director, employee or incorporator.



          Each Guarantor that makes a payment or distribution under its Guarantee
shall be entitled to a contribution from each other Guarantor in an amount pro
rata, based on the net assets of each Guarantor, determined in accordance with
GAAP.



     Section 10.2. Limitations on Guarantees; Release or Suspension of
Particular Guarantors’ Obligations. The obligations of each Guarantor under
its Guarantee will be limited to the maximum amount which, after giving effect
to all other contingent and fixed liabilities of such Guarantor and after
giving effect to any collections from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under its
Guarantee or pursuant to its contribution obligations under this Indenture,
will result in the obligations of such Guarantor under its Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.



          The Guarantors shall include (i) each of the Guarantors named on the
signature pages of this Indenture, (ii) each of the Company’s Subsidiaries that
in the future executes a supplemental indenture in which such Subsidiary agrees
to be bound by the terms hereof as a Guarantor; and (iii) any subsidiary that
is a “Restricted Subsidiary” pursuant to the Indenture, dated as of May 3,
2000, by and among the Company, the guarantors named therein and the Trustee,
relating to the Company’s 9.95% Senior Notes due 2009, whether formed or
acquired after the Issue Date, that guarantees any outstanding Indebtedness of
the Company or any Subsidiary.



          If any Guarantor is released from its guarantee of the outstanding
Indebtedness of the Company or any Restricted Subsidiary, such Guarantor shall
be automatically released from its obligations as Guarantor, and from and after
such date, such Guarantor shall cease to constitute a Guarantor.



          The obligations of a Guarantor will be automatically suspended, and such
Guarantor shall not constitute a Guarantor and shall not have any obligations
with regard to the Notes during any period when the principal amount of the
Company’s obligations and any Restricted Subsidiary’s obligations with regard
to the Company’s obligations, in each case other than the Notes and other
Indebtedness containing provisions similar to this, that the Guarantor is
guaranteeing total less than $75 million.



     Section 10.3. Execution and Delivery of Guarantee. To further evidence
the Guarantee set forth in Section 10.1, each Guarantor hereby agrees to
execute and deliver to the Trustee a Guarantee in substantially the form of
Exhibit F hereto. Such Guarantee shall be executed on behalf of each Guarantor
by either manual or facsimile signature of an officer of each Guarantor, each
of whom, in each case, shall have been duly authorized to so execute by all
requisite corporate action. The validity and enforceability of any Guarantee
shall not be affected by the fact that it is not affixed to any Note or Notes.



-40-









 





          If an officer of a Guarantor whose signature is on this Indenture or a
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which such Guarantee is endorsed or at any time thereafter, such
Guarantor’s Guarantee of such Note shall be valid nevertheless.



          The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of any Guarantee set forth in this
Indenture on behalf of each Guarantor.



     Section 10.4. Release of a Guarantor due to Extraordinary Events. If no
Default exists or would exist under this Indenture, upon the sale or
disposition of all of the Capital Stock of a Guarantor by the Company or a
Subsidiary of the Company, or upon the consolidation or merger of a Guarantor
with or into any Person (in each case, other than to the Company or an
Affiliate of the Company or Subsidiary), or if any Guarantor is dissolved or
liquidated, such Guarantor and each Subsidiary of such Guarantor that is also a
Guarantor shall be deemed released from all obligations under this Article X
without any further action required on the part of the Trustee or any Holder.



          The Trustee shall execute any documents reasonably requested by the
Company or a Guarantor in order to evidence the release of such Guarantor from
its obligations under its Guarantee endorsed on the Notes under this Article X.



          Nothing contained in this Indenture or in any of the Notes shall prevent
any consolidation or merger of a Guarantor with or into the Company or another
Guarantor or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.



     Section 10.5. Waiver of Subrogation. Until this Indenture is discharged
and all of the Notes are discharged and paid in full, each Guarantor hereby
irrevocably waives and agrees not to exercise any claim or other rights which
it may now or hereafter acquire against the Company that arise from the
existence, payment, performance or enforcement of the Company’s obligations
under the Notes or this Indenture and such Guarantor’s obligations under this
Guarantee and this Indenture, in any such instance including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, and any right to participate in any claim or remedy of the
Holders against the Company, whether or not such claim, remedy or right arises
in equity, or under contract, statute or common law, including, without
limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights. If any amount
shall be paid to any Guarantor in violation of the preceding sentence and any
amounts owing to the Trustee or the Holders of Notes under the Notes, this
Indenture, or any other document or instrument delivered under or in connection
with such agreements or instruments, shall not have been paid in full, such
amount shall have been deemed to have been paid to such Guarantor for the
benefit of, and held in trust for the benefit of, the Trustee or the Holders
and shall forthwith be paid to the Trustee for the benefit of itself or such
Holders to be credited and applied to the obligations in favor of the Trustee
or the Holders, as the case may be, whether matured or unmatured, in accordance
with the terms of this Indenture. Each Guarantor acknowledges that it will
receive direct and indirect benefits from the financing



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arrangements contemplated by this Indenture and that the waiver set forth
in this Section 10.5 is knowingly made in contemplation of such benefits.




     Section 10.6. No Set-Off. Each payment to be made by a Guarantor
hereunder in respect of the Obligations shall be payable in the currency or
currencies in which such Obligations are denominated, and shall be made without
set-off, counterclaim, reduction or diminution of any kind or nature.



     Section 10.7. Obligations Absolute. The obligations of each Guarantor
hereunder are and shall be absolute and unconditional and any monies or amounts
expressed to be owing or payable by each Guarantor hereunder which may not be
recoverable from such Guarantor on the basis of a Guarantee shall be

recoverable from such Guarantor as a primary obligor and principal debtor in
respect thereof.



     Section 10.8. Obligations Continuing. The obligations of each Guarantor
hereunder shall be continuing and shall remain in full force and effect until
all the obligations have been paid and satisfied in full. Each Guarantor
agrees with the Trustee that it will from time to time deliver to the Trustee
suitable acknowledgments of its continued liability hereunder and under any
other instrument or instruments in such form as counsel to the Trustee may
advise and as will prevent any action brought against it in respect of any
default hereunder being barred by any statute of limitations now or hereafter
in force and, in the event of the failure of a Guarantor so to do, it hereby
irrevocably appoints the Trustee the attorney and agent of such Guarantor to
make, execute and deliver such written acknowledgment or acknowledgments or
other instruments as may from time to time become necessary or advisable, in
the judgment of the Trustee on the advice of counsel, to fully maintain and
keep in force the liability of such Guarantor hereunder.



     Section 10.9. Obligations Not Reduced. The obligations of each Guarantor
hereunder shall not be satisfied, reduced or discharged except solely by the
payment of such principal, premium, if any, interest, fees and other monies or
amounts as may at any time prior to discharge of this Indenture pursuant to
Article VIII be or become owing or payable under or by virtue of or otherwise
in connection with the Notes or this Indenture.



     Section 10.10. Obligations Reinstated. The obligations of each Guarantor
hereunder shall continue to be effective or shall be reinstated, as the case
may be, if at any time any payment which would otherwise have reduced the
obligations of any Guarantor hereunder (whether such payment shall have been
made by or on behalf of the Company or by or on behalf of a Guarantor) is
rescinded or reclaimed from the Trustee or any of the Holders upon the
insolvency, bankruptcy, liquidation or reorganization of the Company or any
Guarantor or otherwise, all as though such payment had not been made. If
demand for, or acceleration of the time for, payment by the Company is stayed
upon the insolvency, bankruptcy, liquidation or reorganization of the Company,
all such Indebtedness otherwise subject to demand for payment or acceleration
shall nonetheless be payable by each Guarantor as provided herein.



     Section 10.11. Obligations Not Affected. Except as otherwise provided in
Sections 10.2 and 10.4, the obligations of each Guarantor hereunder shall not
be affected, impaired or diminished in any way by any act, omission, matter or
thing whatsoever, occurring before, upon or after any demand for payment
hereunder (and whether or not known or consented to by any



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Guarantor or any of the Holders) which, but for this provision, might
constitute a whole or partial defense to a claim against any Guarantor
hereunder or might operate to release or otherwise exonerate any Guarantor from
any of its obligations hereunder or otherwise affect such obligations, whether
occasioned by default of any of the Holders or otherwise, including, without
limitation:




     (a) any limitation of status or power, disability, incapacity or other
circumstance relating to the Company or any other person, including any
insolvency, bankruptcy, liquidation, reorganization, readjustment, composition,
dissolution, winding up or other proceeding involving or affecting the Company
or any other person;



     (b) any irregularity, defect, unenforceability or invalidity in respect
of any indebtedness or other obligation of the Company or any other person
under this Indenture, the Notes or any other document or instrument;



     (c) any failure of the Company, whether or not without fault on its part,
to perform or comply with any of the provisions of this Indenture or the Notes,
or to give notice thereof to a Guarantor;



     (d) the taking or enforcing or exercising or the refusal or neglect to
take or enforce or exercise any right or remedy from or against the Company or
any other Person or their respective assets or the release or discharge of any
such right or remedy;



     (e) the granting of time, renewals, extensions, compromises, concessions,
waivers, releases, discharges and other indulgences to the Company or any other
Person;



     (f) any change in the time, manner or place of payment of, or in any
other term of, any of the Notes, or any other amendment, variation, supplement,
replacement or waiver of, or any consent to departure from, any of the Notes or
this Indenture, including, without limitation, any increase or decrease in any
amount due with respect to any of the Notes;



     (g) any change in the ownership, control, name, objects, businesses,
assets, capital structure or constitution of the Company or a Guarantor;



     (h) any merger or amalgamation of the Company or a Guarantor with any
Person or Persons;



     (i) the occurrence of any change in the laws, rules, regulations or
ordinances of any jurisdiction by any present or future action of any
governmental authority or court amending, varying, reducing or otherwise
affecting, or purporting to amend, vary, reduce or otherwise affect, any of the
Obligations or the obligations of a Guarantor under its Guarantee; and



     (j) any other circumstance (other than by complete, irrevocable payment)
that might otherwise constitute a legal or equitable discharge or defense of
the Company under this Indenture or the Notes or of a Guarantor in respect of
its Guarantee hereunder.



     Section 10.12. Waiver. Without in any way limiting the provisions of
Section 10.1 hereof, each Guarantor hereby waives notice of acceptance hereof,
notice of any liability of any



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Guarantor hereunder, notice or proof of reliance by the Holders upon the
obligations of any Guarantor hereunder, and diligence, presentment, demand for
payment on the Company, protest, notice of dishonor or non-payment of any of
the Obligations, or other notice or formalities to the Company or any Guarantor
of any kind whatsoever.




     Section 10.13. No Obligation to Take Action Against the Company. Neither
the Trustee nor any other Person shall have any obligation to enforce or
exhaust any rights or remedies or to take any other steps under any security
for the Obligations or against the Company or any other Person or any Property
of the Company or any other Person before the Trustee is entitled to demand
payment and performance by any or all Guarantors of their liabilities and
obligations under their Guarantees or under this Indenture.



     Section 10.14. Dealing with the Company and Others. The Holders, without
releasing, discharging, limiting or otherwise affecting in whole or in part the
obligations and liabilities of any Guarantor hereunder and without the consent
of or notice to any Guarantor, may:



     (a) grant time, renewals, extension, compromises, concessions, waivers,
releases, discharges and other indulgences to the Company or any other Person;



     (b) take or abstain from taking security or collateral from the Company
or from perfecting security or collateral of the Company;



     (c) release, discharge, compromise, realize, enforce or otherwise deal
with or do any act or thing in respect of (with or without consideration) any
and all collateral, mortgages or other security given by the Company or any
third party with respect to the obligations or matters contemplated by this
Indenture or the Notes;



     (d) accept compromises or arrangements from the Company;



     (e) apply all monies at any time received from the Company or from any
security upon such part of the Obligations as the Holders may see fit or change
any such application in whole or in part from time to time as the Holders may
see fit; and



     (f) otherwise deal with, or waive or modify their right to deal with, the
Company and all other Persons and any security as the Holders or the Trustee
may see fit.



     Section 10.15. Default and Enforcement. If any Guarantor fails to pay in
accordance with Section 10.1 hereof, the Trustee may proceed in its name as
trustee hereunder in the enforcement of the Guarantee of any such Guarantor and
such Guarantor’s obligations thereunder and hereunder by any remedy provided by
law, whether by legal proceedings or otherwise, and to recover from such
Guarantor the obligations.



     Section 10.16. Amendment, Etc. No amendment, modification or waiver of
any provision of this Indenture relating to any Guarantor or consent to any
departure by any Guarantor or any other Person from any such provision will in
any event be effective unless it is signed by such Guarantor and the Trustee.



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     Section 10.17. Acknowledgment. Each Guarantor hereby acknowledges
communication of the terms of this Indenture and the Notes and consents to and
approves of the same.



     Section 10.18. Costs and Expenses. Each Guarantor shall pay on demand by
the Trustee any and all costs, fees and expenses (including, without
limitation, legal fees on a solicitor and client basis) incurred by the
Trustee, its agents, advisors and counsel or any of the Holders in enforcing
any of their rights under any Guarantee.



     Section 10.19. No Merger or Waiver; Cumulative Remedies. No Guarantee
shall operate by way of merger of any of the obligations of a Guarantor under
any other agreement, including, without limitation, this Indenture. No failure
to exercise and no delay in exercising, on the part of the Trustee or the
Holders, any right, remedy, power or privilege hereunder or under the
Supplemental Indenture or the Notes, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder or under this Indenture or the Notes preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges in the Guarantee and
under this Indenture, the Notes and any other document or instrument between a
Guarantor and/or the Company and the Trustee are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.



     Section 10.20. Survival of Obligations. Without prejudice to the survival
of any of the other obligations of each Guarantor hereunder, the obligations of
each Guarantor under Section 10.1 shall survive the payment in full of the
Obligations and shall be enforceable against such Guarantor without regard to
and without giving effect to any defense, right of offset or counterclaim
available to or which may be asserted by the Company or any Guarantor.



     Section 10.21. Guarantee in Addition to Other Obligations. The
obligations of each Guarantor under its Guarantee and this Indenture are in
addition to and not in substitution for any other obligations to the Trustee or
to any of the Holders in relation to this Indenture or the Notes and any
guarantees or security at any time held by or for the benefit of any of them.



     Section 10.22. Severability. Any provision of this Article X which is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction unless its removal would substantially defeat the basic
intent, spirit and purpose of this Indenture and this Article X.



     Section 10.23.Successors and Assigns. Each Guarantee shall be binding
upon and inure to the benefit of each Guarantor and the Trustee and the other
Holders and their respective successors and permitted assigns, except that no
Guarantor may assign any of its obligations hereunder or thereunder.



     Section 10.24.Acknowledgement under TIA. Each Guarantor acknowledges
that, by virtue of its Guarantee, it is becoming an “obligor” on indenture
securities under the TIA.



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ARTICLE XI.




MISCELLANEOUS




     Section 11.1. TIA Controls.



          If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be included in this Indenture by the
TIA, the required provision shall control; provided, however, that this Section
11.1 shall not of itself require that this Indenture or the Trustee be
qualified under the TIA or constitute any admission or acknowledgment by any
party hereto that any such qualification is required prior to the time this
Indenture and the Trustee are required by the TIA to be so qualified.



     Section 11.2. Notices.



          Any notices or other communications required or permitted hereunder shall
be in writing, and shall be sufficiently given if made by hand delivery, by
telex, by telecopier or overnight courier guaranteeing next-day delivery or
registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:



          if to the Company:



	 	 	 
	 

	 	Lennar Corporation
	

	 	700 N.W. 107th Avenue
	

	 	Miami, Florida 33172
	

	 	Attn: General Counsel







          if to the Trustee:



	 	 	 
	 

	 	J.P. Morgan Trust Company, N.A.
	

	 	10151 Deerwood Park Blvd.
	

	 	Building 400, 5th Floor
	

	 	Jacksonville, Florida 32256
	 
	 	 
	

	 	with a copy to:
	 
	 	 
	

	 	J.P. Morgan
	

	 	Institutional Trust Services
	

	 	GIS Unit Trust Window
	

	 	4 New York Plaza, 1st Floor
	

	 	New York, New York 10004







          Each of the Company and the Trustee by written notice to the other may
designate additional or different addresses for notices to such Person. Any
notice or communication to the Company or the Trustee shall be deemed to have
been given or made as of the date so delivered if hand delivered; when answered
back, if telexed; when receipt is acknowledged, if faxed; and five (5) calendar
days after mailing if sent by registered or certified mail, postage prepaid
(except



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that a notice of change of address shall not be deemed to have been given
until actually received by the addressee).




          Any notice or communication mailed to a Holder shall be mailed by first
class mail, certified or registered return receipt requested, or by overnight
courier guaranteeing next day delivery to its address as it appears on the
registration books of the Registrar. Any notice or communication shall be
mailed to any Person as described in TIA § 313(c), to the extent required by
the TIA.



          Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.



     Section 11.3. Communications by Holders with Other Holders.



          Holders may communicate pursuant to TIA § 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and any other Person shall have the protection of TIA §
312(c).



     Section 11.4. Certificate and Opinion as to Conditions Precedent.



          Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:




	(1)	 	an Officers’ Certificate, in form and
substance satisfactory to the Trustee, stating that, in
the opinion of the signers, all conditions precedent to
be performed, if any, provided for in this Indenture
relating to the proposed action have been complied with;
and
	 
	(2)	 	an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions
precedent to be performed, if any, provided for in this
Indenture relating to the proposed action have been
complied with (which counsel, as to factual matters, may
rely on an Officers’ Certificate).





     Section 11.5. Statements Required in Certificate or Opinion.



          Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture, other than the Officers’ Certificate
required by Section 4.4, shall include:




	(1)	 	a statement that the Person making
such certificate or opinion has read such covenant or
condition;
	 
	(2)	 	a brief statement as to the nature
and scope of the examination or investigation upon which
the statements or opinions contained in such certificate
or opinion are based;




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	(3)	 	a statement that, in the opinion of
such Person, he has made such examination or
investigation as is reasonably necessary to enable him
to express an informed opinion as to whether or not such
covenant or condition has been complied with; and
	 
	(4)	 	a statement as to whether or not, in
the opinion of such Person, such condition or covenant
has been complied with.





     Section 11.6. Rules by Trustee, Paying Agent, Registrar, Calculation
Agent.



          The Trustee may make reasonable rules in accordance with the Trustee’s
customary practices for action by or at a meeting of Holders. The Paying
Agent, Registrar and Calculation Agent may make reasonable rules for its
functions.



     Section 11.7. Legal Holidays.



          If any payment date is due on a day other than a Business Day, such
payment may be made on the next succeeding Business Day, and no interest shall
accrue for the intervening period.



     Section 11.8. Governing Law.



          THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT
REGARD TO CONFLICT OF LAWS RULES THAT WOULD APPLY THE LAWS 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 the County of New York, 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 Indenture.



     Section 11.9. No Adverse Interpretation of Other Agreements.



          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any of its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.



     Section 11.10. No Personal Liability.



          No director, officer, employee or stockholder of the Company, as such,
shall have any liability for any obligations of the Company under the Notes or
this Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.



     Section 11.11. Successors. All agreements of the Company in this
Indenture and the Notes shall bind their successors and permitted assigns. All
agreements of the Trustee in this Indenture shall bind its successors and
permitted assigns.



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     Section 11.12. Duplicate Originals. All parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of
them together shall represent the same agreement.



     Section 11.13. Severability. In case any one or more of the provisions in
this Indenture or in the Notes shall be held invalid, illegal or unenforceable,
in any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions shall not
in any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.



-49-









 





          IN WITNESS WHEREOF, the parties to this Indenture have caused it to be
duly executed as of the day and year first above written.


	 	 	 	 	 
	 	LENNAR CORPORATION

 	 
	 	By:  	/s/ Robert Strudler	 
	 	 	Name:  	Robert Strudler	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Authorized signatory for each of the Guarantors listed on Schedule I hereto

 	 
	 	By:  	/s/ Robert Strudler	 
	 	 	Name:  	Robert Strudler	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	J.P. MORGAN TRUST COMPANY, N.A.

 	 
	 	By:  	/s/ Jane E. Pope	 
	 	 	Name:  	Jane E. Pope	 
	 	 	Title:  	Vice President	 
	 




[Signature Page to Indenture]





 









 








EXHIBIT A




[FORM OF SERIES A NOTE]





          THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER
OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION
5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.



          THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY
(I) TO THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER, (II) TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (III) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT), (IV) IN AN OFFSHORE
TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (VI) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE U.S., AND
(B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE.




[THE FOREGOING LEGEND MAY BE REMOVED FROM THE SECURITY ON SATISFACTION
OF THE CONDITIONS SPECIFIED IN THE INDENTURE.]



A-1









 





     CUSIP No.:                    



LENNAR CORPORATION




SENIOR FLOATING-RATE NOTES DUE 2007, SERIES A




					
	No.
	 	 
	$







          Interest Rate: 3 Month LIBOR Rate plus 0.50% per year.



          Interest Payment Dates: Quarterly on each February 20, May 20, August 20
and November 20, commencing November 20, 2004



          Record Dates: Close of business on the 15th calendar day prior to the
relevant Interest Payment Date (whether or not a Business Day)



          Lennar Corporation, a Delaware corporation (the “Company,” which term
includes any successor entities), for value received, promises to pay to        
or registered assigns, on August 20, 2007, the principal amount of           
Dollars ($         ), together with interest thereon
as hereinafter provided.



          Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.



A-2









 





          IN WITNESS WHEREOF, Lennar Corporation has caused this instrument to be
signed manually or by facsimile by its duly authorized officers.


	 	 	 	 	 
	 	LENNAR CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Dated:




TRUSTEE’S CERTIFICATE OF
    AUTHENTICATION

This
is one of the Notes described in

the within-mentioned Indenture.



J.P. MORGAN TRUST COMPANY, N.A., as Trustee



	 	 	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




A-3









 







(REVERSE OF SECURITY)




Senior Floating-Rate Note due 2007, Series A





          Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Indenture, dated as of August 18, 2004 (the
“Indenture”), and as amended from time to time, by and between Lennar
Corporation, a Delaware corporation (the “Company”), the Guarantors named
therein and J.P. Morgan Trust Company, N.A. as trustee (the “Trustee”).




	1.	 	INTEREST





          This Note shall bear interest (calculated as provided in the Indenture) at
a rate equal to the 3 Month LIBOR Rate plus 0.50% per year. The 3 Month LIBOR
Rate will be reset quarterly on each Interest Payment Date (each, an “Interest
Reset Date”), beginning on November 20, 2004. The initial interest rate will
be    %.



          The Calculation Agent will, upon the request of the Holder of any Note,
provide the interest rate then in effect. The Calculation Agent shall be J.P.
Morgan Trust Company, N.A. until such time as the Company appoints a successor
Calculation Agent. All calculations made by the Calculation Agent in the
absence of manifest error shall be conclusive for all purposes and binding on
the Company and the Holders of this Note. The Company may appoint a successor
Calculation Agent with the written consent of the Trustee.



          Interest shall be paid quarterly in arrears on each Interest Payment Date
to the Person or Persons in whose name this Note is registered on the Record
Date for such Interest Payment Date; provided that interest payable on the
Maturity Date or on a Redemption Date shall be paid to the Person to whom
principal is payable. Any such interest that is not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holders on such Record
Date and shall be payable as provided in the Indenture.




	2.	 	METHOD OF PAYMENT





          Subject to the terms and conditions of the Indenture, the Company shall
(a) pay interest on the Notes (except defaulted interest) to the Persons who
are the registered Holders of Notes at the close of business on the Record Date
immediately preceding the Interest Payment Date even if the Notes are canceled,
transferred or exchanged after such Record Date, and (b) make all other
payments in respect of the Notes to the Persons who are registered Holders of
Notes at the close of business on the Business Day preceding the Redemption
Date or Maturity, as the case may be. Holders must surrender Notes to a Paying
Agent to collect such payments in respect of the Notes referred to in clause
(b) of the preceding sentence. The Company shall pay cash amounts in money of
the United States that at the time of payment is legal tender for payment of
public and private debts. However, the Company may make the cash payments by
check payable in such money.




	3.	 	PAYING AGENT, REGISTRAR AND CALCULATION AGENT




A-1









 











          Initially, J.P. Morgan Trust Company, N.A., a national banking association
(the “Trustee”), shall act as Paying Agent, Registrar and Calculation Agent.
The Company may appoint and change any Paying Agent, Registrar or co-registrar
or Calculation Agent without notice, other than notice to the Trustee. The
Company or any of its Subsidiaries or any of their Affiliates may act as Paying
Agent, Registrar or co-registrar.




	4.	 	INDENTURE





          The Company issued the Notes under the Indenture. This Note is one of a
duly authorized issue of Notes of the Company designated as its Senior
Floating-Rate Notes due 2007, Series A (the “Initial Notes”). The Notes
include the Initial Notes, the Private Exchange Notes and the Unrestricted
Notes, as defined below, issued in exchange for the Initial Notes pursuant to
the Registration Rights Agreement. The Initial Notes, the Private Exchange
Notes and the Unrestricted Notes are treated as a single class of securities
under the Indenture. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (the “TIA”), as in effect on the date of the Indenture.
Notwithstanding anything to the contrary herein, the Notes are subject to all
such terms, and Holders of Notes are referred to the Indenture and the TIA for
a statement of such terms. The Notes are general unsecured obligations of the
Company. Each Holder, by accepting a Note, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to
time in accordance with its terms.




	5.	 	REDEMPTION AT THE OPTION OF THE COMPANY





          No sinking fund is provided for the Notes. The Notes are redeemable in
whole or in part on any Interest Payment Date on or after February 20, 2006 at
the option of the Company at a Redemption Price equal to 100% of their
principal amount plus accrued and unpaid interest to the Redemption Date.




	6.	 	NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY





          Notice of redemption at the option of the Company shall be mailed at least
30 days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at the Holder’s registered address. If money sufficient
to pay the Redemption Price of all Notes (or portions thereof) to be redeemed
on the Redemption Date is deposited with the Paying Agent prior to or on the
Redemption Date, interest ceases to accrue on such Notes or portions thereof on
and after such date. Notes in denominations larger than $1,000 may be redeemed
in part but only in integral multiples of $1,000.




	7.	 	REGISTRATION RIGHTS





          Pursuant to the Registration Rights Agreement the Company will be
obligated to consummate an exchange offer pursuant to which the Holder of this
Note shall have the right to exchange this Note for the Company’s Senior
Floating-Rate Notes due 2007, Series B (the “Unrestricted Notes”), which will
be registered under the Securities Act, in like principal amount and having
terms identical in all material respects as the Initial Notes. The Holders of
the Initial Notes shall be entitled to receive certain additional interest
payments in the event such exchange



A-2









 




offer is not consummated and upon certain other conditions, all pursuant
to and in accordance with the terms of the Registration Rights Agreement.





	8.	 	DENOMINATIONS; TRANSFER; EXCHANGE





          The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiplies of $1,000. A Holder may transfer Notes in
accordance with the Supplemental Indenture and the Indenture. The Registrar
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and to pay any governmental taxes and fees required by
law or permitted by the Supplemental Indenture. The Registrar need not
transfer or exchange any Notes selected for redemption (except, in the case of
a Note to be redeemed in part, the portion of the Note not to be redeemed) or
any Notes for a period of 15 days before any selection of Notes to be redeemed.




	9.	 	PERSONS DEEMED OWNERS





          The registered Holder of this Note may be treated as the owner of this
Note for all purposes.




	10.	 	UNCLAIMED MONEY OR PROPERTY





          The Trustee and the Paying Agent shall return to the Company upon written
request any money or property held by them for the payment of any amount with
respect to the Notes that remains unclaimed for two years, provided, however,
that the Trustee or such Paying Agent, before being required to make any such
return, shall at the expense of the Company cause to be published once in a
newspaper of general circulation in The City of New York or mail to each such
Holder notice that such money or property remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication or mailing, any unclaimed money or property then remaining
shall be returned to the Company. After return to the Company, Holders entitled
to the money or property must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another
Person.




	11.	 	AMENDMENT; WAIVER





          Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders
of at least a majority in aggregate principal amount of the Notes at the time
outstanding and (ii) certain defaults or noncompliance with certain provisions
may be waived with the written consent of the Holders of a majority in
aggregate principal amount of the Notes at the time outstanding. Subject to
certain exceptions set forth in the Indenture, without the consent of any
Holder, the Company and the Trustee may amend the Indenture or the Notes to
cure any ambiguity, defect or inconsistency, to make any change that does not
adversely affect the right of any Holder, to convey, transfer, assign, mortgage
or pledge to the Trustee as security for the Notes any property or assets, to
evidence the succession of another corporation to the Company (or successive
successions) and the assumption by the successor corporation of the covenants,
agreements and obligations of the Company, to add to the covenants of the
Company such further covenants, restrictions or conditions as the Board of
Directors and the Trustee shall consider to be for the benefit of the



A-3









 




Holders of Notes, and to make the occurrence, or the occurrence and
continuance, of a default in any such additional covenants, restrictions or
conditions a Default or an Event of Default permitting the enforcement of all
or any of the several remedies provided in the Indenture, to evidence and
provide for the acceptance of appointment hereunder by a successor Trustee with
respect to the Notes, or to modify, eliminate or add to the provisions of the
Indenture to such extent as shall be necessary for the Indenture to comply with
the TIA, or under any similar federal statute hereafter enacted.





	12.	 	DEFAULTS AND REMEDIES





          Under the Indenture, Events of Default include (i) a default by the
Company in the payment of any interest which continues for more than 30 days
after the due date, (ii) a default by the Company in the payment of any
principal or Redemption Price due with respect to the Notes; (iii) a default by
the Company or any Restricted Subsidiary with respect to its obligation to pay
Indebtedness for borrowed money (other than Non-Recourse Indebtedness), which
default shall have resulted in the acceleration of, or be a failure to pay at
final maturity, Indebtedness aggregating more than $50 million; (iv) a failure
to perform any other covenant or warranty of the Company herein and in the
Indenture, which continues for 30 days after written notice; (v) final
judgments or orders are rendered against the Company or any Restricted
Subsidiary which require the payment by the Company or any Restricted
Subsidiary of an amount (to the extent not covered by insurance) in excess of
$50 million and such judgments or orders remain unstayed or unsatisfied for
more than 60 days and are not being contested in good faith by appropriate
proceedings; (vi) the Company or any Restricted Subsidiary, pursuant to any
Bankruptcy Law applicable to the Company or such Restricted Subsidiary: (A)
commences a voluntary case; (B) consents to the entry of an order for relief
against it in an involuntary case; (C) consents to the appointment of a
Custodian of it or for any substantial part of its property; or (D) makes a
general assignment for the benefit of its creditors; or (vii) a court of
competent jurisdiction enters an order or decree under any applicable
Bankruptcy Law: (A) for relief in an involuntary case against the Company or
any Restricted Subsidiary; (B) appointing a Custodian of the Company or any
Restricted Subsidiary or for any substantial part of its respective property;
or (C) ordering the winding up or liquidation of the Company or any Restricted
Security; and the order or decree remains unstayed and in effect for 90 days.
If an Event of Default occurs and is continuing, the Trustee, or the Holders of
at least 25% in aggregate principal amount of the Notes at the time
outstanding, may declare the outstanding principal of the Notes and any accrued
and unpaid interest through the date of such declaration on all of the Notes to
be immediately due and payable. Certain events of bankruptcy or insolvency are
Events of Default which shall result in the outstanding principal amount of all
Notes being declared due and payable immediately upon the occurrence of such
Events of Default.



          Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. The Trustee may refuse to enforce the Indenture and the Notes
unless it receives reasonable indemnity or security. Subject to certain
limitations, conditions and exceptions, Holders of a majority in aggregate
principal amount of the Notes at the time outstanding may direct the Trustee in
its exercise of any trust or power, including the annulment of a declaration of
acceleration. The Trustee may withhold from Holders notice of any continuing
default (except a default in payment of amounts specified in clauses (i) and
(ii) above) if it determines that withholding notice is in their interests.



A-4









 






	13.	 	TRUSTEE DEALINGS WITH THE COMPANY





          The Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Notes and may otherwise deal with and
collect obligations owed to it by the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.




	14.	 	NO RECOURSE AGAINST OTHERS





          A director, officer, or employee, as such, of the Company or any
Subsidiary, the Indenture or any stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Holder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.




	15.	 	GUARANTEES





          This Note will be entitled to the benefits of certain Guarantees, if any,
made for the benefit of the Holders. Reference is hereby made to the Indenture
for a statement of the respective rights, limitations of rights, duties and
obligations thereunder of the Guarantors, the Trustee and the Holders.




	16.	 	RANKING





          The Notes shall be direct, unsecured obligations of the Company and shall
rank pari passu in right of payment with all other unsecured and unsubordinated
indebtedness of the Company. The Guarantees shall be direct, unsecured
obligations of the Guarantors and shall rank pari passu in right of payment
with all other unsecured and unsubordinated indebtedness of the Guarantors.




	17.	 	AUTHENTICATION





          This Note shall not be valid until an authorized officer of the Trustee
manually signs the Trustee’s Certificate of Authentication on the other side of
this Note.




	18.	 	ABBREVIATIONS





          Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TENANT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).




	19.	 	GOVERNING LAW





          THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
NOTE.



A-5









 





          The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture which has in it the text of this Note in larger
type. Requests may be made to:



	 	 	 
	 

	 	Lennar Corporation
	

	 	700 N.W. 107th Avenue
	

	 	Miami, Florida 33172
	

	 	Attn: Chief Financial Officer







A-6









 






ASSIGNMENT FORM




          If you, the Holder, want to assign this Note, fill in the form below and
have your signature guaranteed:



          I or we assign and transfer this Note to:




















(Print or type name, address and zip code and social security or 

tax ID number of assignee)




and irrevocably appoint                                        , agent to transfer this Note on

the books of the Company. The agent may substitute another to act for him.




     Dated:                    



	 	 	 
	 

	 	Signed:                                        
	

	 	(Sign exactly as your name appears
	

	 	on the other side of this Note)







Signature Guarantee:




          Signature must be guaranteed by an “eligible guarantor institution,” that
is, a bank, stockbroker, savings and loan association or credit union meeting
the requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934.



          In connection with any transfer of this Note occurring prior to the date
which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the “Securities Act”), covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) the second anniversary of the Issue Date (provided, however,
that neither the Company nor any affiliate of the Company has held any
beneficial interest in such Note, or portion thereof, or any predecessor
security at any time on or prior to the second anniversary of the Issue Date),
the undersigned confirms that it has not utilized any general solicitation or
general advertising in connection with the transfer:



[Check One]





	(1)    	 	to the Company or a Subsidiary thereof; or
	 
	(2)    	 	pursuant to and in compliance with Rule 144A under the Securities
Act; or




A-7









 






	(3)    	 	to an institutional “accredited investor” (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to
the Trustee a signed letter containing certain representations and
agreements (the form of which letter can be obtained from the Trustee); or
	 
	(4)    	 	outside the United States to a “foreign person” in compliance with
Rule 904 of Regulation S under the Securities Act; or
	 
	(5)    	 	pursuant to the exemption from registration provided by Rule 144
under the Securities Act; or
	 
	(6)    	 	pursuant to an effective registration statement under the Securities
Act; or
	 
	(7)    	 	pursuant to another available exemption from the registration
requirements of the Securities Act.





          and unless the box below is checked, the undersigned confirms that such
Note is not being transferred to an “affiliate” of the Company as defined in
Rule 144 under the Securities Act (an “Affiliate”):



o The transferee is an Affiliate of the Company.




          Unless one of the items is checked, the Trustee will refuse to register
any of the Notes evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if item (3), (4),
(5) or (7) is checked, the Company or the Trustee may require, prior to
registering any such transfer of the Notes, in their sole discretion, such
written legal opinions, certifications (including an investment letter in the
case of box (3) or (4) and other information as the Trustee or the Company have
reasonably requested to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.



          If none of the foregoing items are checked, the Trustee or Registrar shall
not be obligated to register this Note in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.17 of the Indenture shall have
been satisfied.



	 	 	 
	Dated:

	 	Signed: 
	

	 	(Sign exactly as your name appears
	

	 	on the other side of this Note)







Signature Guarantee:




TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED




          The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A under the



A-8









 




Securities Act and is aware that the sale to it is being made in reliance
on Rule 144A and acknowledges that it has received such information regarding
the Company as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the
transferor is relying upon the undersigned’s foregoing representations in order
to claim the exemption from registration provided by Rule 144A.




	 	 	 	 	 
	Dated:	 	 
	

	 	NOTICE:
	 	To be executed by
	

	 	 	 	an executive officer







A-9









 






EXHIBIT B




CUSIP No.: __




LENNAR CORPORATION




SENIOR FLOATING-RATE NOTES DUE 2007, SERIES B




					
	No.
	 	 
	$







          Interest Rate: 3 Month LIBOR Rate plus 0.50% per year.



          Interest Payment Dates: Quarterly on each February 20, May 20, August 20
and November 20, commencing November 20, 2004



          Record Dates: Close of business on the 15th calendar day prior to the
relevant Interest Payment Date (whether or not a Business Day)



          Lennar Corporation, a Delaware corporation (the “Company,” which term
includes any successor entities), for value received, promises to pay to      
or registered assigns, on August 20, 2007, the principal amount of         
Dollars ($        ), together with interest thereon
as hereinafter provided.



     Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.



B-1









 





          IN WITNESS WHEREOF, Lennar Corporation has caused this instrument to be
signed manually or by facsimile by its duly authorized officers.


	 	 	 	 	 
	 	LENNAR CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





     Dated:



TRUSTEE’S CERTIFICATE OF
    AUTHENTICATION

This
is one of the Notes described in

the within-mentioned Indenture.

J.P. MORGAN TRUST COMPANY, N.A., as Trustee


	 	 	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




B-2









 






	 	 	 	 	 



(REVERSE OF SECURITY)




Senior Floating-Rate Note due 2007, Series B





          Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them in the Indenture, dated as of August 18, 2004 (the
“Indenture”), and as amended from time to time, by and between Lennar
Corporation, a Delaware corporation (the “Company”), the Guarantors named
therein and J.P. Morgan Trust Company, N.A. as trustee (the “Trustee”).




	1.	 	INTEREST





          This Note shall bear interest (calculated as provided in the Indenture) at
a rate equal to the 3 Month LIBOR Rate plus 0.50% per year. The 3 Month LIBOR
Rate will be reset quarterly on each Interest Payment Date (each, an “Interest
Reset Date”), beginning on November 20, 2004. The initial interest rate will
be    %.



          The Calculation Agent will, upon the request of the Holder of any Note,
provide the interest rate then in effect. The Calculation Agent shall be J.P.
Morgan Trust Company, N.A. until such time as the Company appoints a successor
Calculation Agent. All calculations made by the Calculation Agent in the
absence of manifest error shall be conclusive for all purposes and binding on
the Company and the Holders of this Note. The Company may appoint a successor
Calculation Agent with the written consent of the Trustee.



          Interest shall be paid quarterly in arrears on each Interest Payment Date
to the Person or Persons in whose name this Note is registered on the Record
Date for such Interest Payment Date; provided that interest payable on the
Maturity Date or on a Redemption Date shall be paid to the Person to whom
principal is payable. Any such interest that is not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holders on such Record
Date and shall be payable as provided in the Indenture.




	2.	 	METHOD OF PAYMENT





          Subject to the terms and conditions of the Indenture, the Company shall
(a) pay interest on the Notes (except defaulted interest) to the Persons who
are the registered Holders of Notes at the close of business on the Record Date
immediately preceding the Interest Payment Date even if the Notes are canceled,
transferred or exchanged after such Record Date, and (b) make all other
payments in respect of the Notes to the Persons who are registered Holders of
Notes at the close of business on the Business Day preceding the Redemption
Date or Maturity, as the case may be. Holders must surrender Notes to a Paying
Agent to collect such payments in respect of the Notes referred to in clause
(b) of the preceding sentence. The Company shall pay cash amounts in money of
the United States that at the time of payment is legal tender for payment of
public and private debts. However, the Company may make the cash payments by
check payable in such money.




	3.	 	PAYING AGENT, REGISTRAR AND CALCULATION AGENT





B-3









 





          Initially, J.P. Morgan Trust Company, N.A., a national banking association
(the “Trustee”), shall act as Paying Agent, Registrar and Calculation Agent.
The Company may appoint and change any Paying Agent, Registrar or co-registrar
or Calculation Agent without notice, other than notice to the Trustee. The
Company or any of its Subsidiaries or any of their Affiliates may act as Paying
Agent, Registrar or co-registrar.




	4.	 	INDENTURE





          The Company issued the Notes under the Indenture. This Note is one of a
duly authorized issue of Notes of the Company designated as its Senior
Floating-Rate Notes due 2007, Series A (the “Initial Notes”). The Notes
include the Initial Notes, the Private Exchange Notes and the Unrestricted
Notes, as defined below, issued in exchange for the Initial Notes pursuant to
the Registration Rights Agreement. The Initial Notes, the Private Exchange
Notes and the Unrestricted Notes are treated as a single class of securities
under the Indenture. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (the “TIA”), as in effect on the date of the Indenture.
Notwithstanding anything to the contrary herein, the Notes are subject to all
such terms, and Holders of Notes are referred to the Indenture and the TIA for
a statement of such terms. The Notes are general unsecured obligations of the
Company. Each Holder, by accepting a Note, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to
time in accordance with its terms.




	5.	 	REDEMPTION AT THE OPTION OF THE COMPANY





          No sinking fund is provided for the Notes. The Notes are redeemable in
whole or in part on any Interest Payment Date on or after February 20, 2006 at
the option of the Company at a Redemption Price equal to 100% of their
principal amount plus accrued and unpaid interest to the Redemption Date.




	6.	 	NOTICE OF REDEMPTION AT THE OPTION OF THE COMPANY





          Notice of redemption at the option of the Company shall be mailed at least
30 days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at the Holder’s registered address. If money sufficient
to pay the Redemption Price of all Notes (or portions thereof) to be redeemed
on the Redemption Date is deposited with the Paying Agent prior to or on the
Redemption Date, interest ceases to accrue on such Notes or portions thereof on
and after such date. Notes in denominations larger than $1,000 may be redeemed
in part but only in integral multiples of $1,000.




	7.	 	DENOMINATIONS; TRANSFER; EXCHANGE





          The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiplies of $1,000. A Holder may transfer Notes in
accordance with the Supplemental Indenture and the Indenture. The Registrar
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and to pay any governmental taxes and fees required by
law or permitted by the Supplemental Indenture. The Registrar need not
transfer or exchange any Notes selected for redemption (except, in the case of
a Note to be



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redeemed in part, the portion of the Note not to be redeemed) or any Notes
for a period of 15 days before any selection of Notes to be redeemed.





	8.	 	PERSONS DEEMED OWNERS





          The registered Holder of this Note may be treated as the owner of this
Note for all purposes.




	9.	 	UNCLAIMED MONEY OR PROPERTY





          The Trustee and the Paying Agent shall return to the Company upon written
request any money or property held by them for the payment of any amount with
respect to the Notes that remains unclaimed for two years, provided, however,
that the Trustee or such Paying Agent, before being required to make any such
return, shall at the expense of the Company cause to be published once in a
newspaper of general circulation in The City of New York or mail to each such
Holder notice that such money or property remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication or mailing, any unclaimed money or property then remaining
shall be returned to the Company. After return to the Company, Holders entitled
to the money or property must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another
Person.




	10.	 	AMENDMENT; WAIVER





          Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Notes may be amended with the written consent of the Holders
of at least a majority in aggregate principal amount of the Notes at the time
outstanding and (ii) certain defaults or noncompliance with certain provisions
may be waived with the written consent of the Holders of a majority in
aggregate principal amount of the Notes at the time outstanding. Subject to
certain exceptions set forth in the Indenture, without the consent of any
Holder, the Company and the Trustee may amend the Indenture or the Notes to
cure any ambiguity, defect or inconsistency, to make any change that does not
adversely affect the right of any Holder, to convey, transfer, assign, mortgage
or pledge to the Trustee as security for the Notes any property or assets, to
evidence the succession of another corporation to the Company (or successive
successions) and the assumption by the successor corporation of the covenants,
agreements and obligations of the Company, to add to the covenants of the
Company such further covenants, restrictions or conditions as the Board of
Directors and the Trustee shall consider to be for the benefit of the Holders
of Notes, and to make the occurrence, or the occurrence and continuance, of a
default in any such additional covenants, restrictions or conditions a Default
or an Event of Default permitting the enforcement of all or any of the several
remedies provided in the Indenture, to evidence and provide for the acceptance
of appointment hereunder by a successor Trustee with respect to the Notes, or
to modify, eliminate or add to the provisions of the Indenture to such extent
as shall be necessary for the Indenture to comply with the TIA, or under any
similar federal statute hereafter enacted.




	11.	 	DEFAULTS AND REMEDIES




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          Under the Indenture, Events of Default include (i) a default by the
Company in the payment of any interest which continues for more than 30 days
after the due date, (ii) a default by the Company in the payment of any
principal or Redemption Price due with respect to the Notes; (iii) a default by
the Company or any Restricted Subsidiary with respect to its obligation to pay
Indebtedness for borrowed money (other than Non-Recourse Indebtedness), which
default shall have resulted in the acceleration of, or be a failure to pay at
final maturity, Indebtedness aggregating more than $50 million; (iv) a failure
to perform any other covenant or warranty of the Company herein and in the
Indenture, which continues for 30 days after written notice; (v) final
judgments or orders are rendered against the Company or any Restricted
Subsidiary which require the payment by the Company or any Restricted
Subsidiary of an amount (to the extent not covered by insurance) in excess of
$50 million and such judgments or orders remain unstayed or unsatisfied for
more than 60 days and are not being contested in good faith by appropriate
proceedings; (vi) the Company or any Restricted Subsidiary, pursuant to any
Bankruptcy Law applicable to the Company or such Restricted Subsidiary: (A)
commences a voluntary case; (B) consents to the entry of an order for relief
against it in an involuntary case; (C) consents to the appointment of a
Custodian of it or for any substantial part of its property; or (D) makes a
general assignment for the benefit of its creditors; or (vii) a court of
competent jurisdiction enters an order or decree under any applicable
Bankruptcy Law: (A) for relief in an involuntary case against the Company or
any Restricted Subsidiary; (B) appointing a Custodian of the Company or any
Restricted Subsidiary or for any substantial part of its respective property;
or (C) ordering the winding up or liquidation of the Company or any Restricted
Security; and the order or decree remains unstayed and in effect for 90 days.
If an Event of Default occurs and is continuing, the Trustee, or the Holders of
at least 25% in aggregate principal amount of the Notes at the time
outstanding, may declare the outstanding principal of the Notes and any accrued
and unpaid interest through the date of such declaration on all of the Notes to
be immediately due and payable. Certain events of bankruptcy or insolvency are
Events of Default which shall result in the outstanding principal amount of all
Notes being declared due and payable immediately upon the occurrence of such
Events of Default.



          Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. The Trustee may refuse to enforce the Indenture and the Notes
unless it receives reasonable indemnity or security. Subject to certain
limitations, conditions and exceptions, Holders of a majority in aggregate
principal amount of the Notes at the time outstanding may direct the Trustee in
its exercise of any trust or power, including the annulment of a declaration of
acceleration. The Trustee may withhold from Holders notice of any continuing
default (except a default in payment of amounts specified in clauses (i) and
(ii) above) if it determines that withholding notice is in their interests.




	12.	 	TRUSTEE DEALINGS WITH THE COMPANY





          The Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Notes and may otherwise deal with and
collect obligations owed to it by the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.




	13.	 	NO RECOURSE AGAINST OTHERS




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          A director, officer, or employee, as such, of the Company or any
Subsidiary, the Indenture or any stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Holder waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.




	14.	 	GUARANTEES





          This Note will be entitled to the benefits of certain Guarantees, if any,
made for the benefit of the Holders. Reference is hereby made to the Indenture
for a statement of the respective rights, limitations of rights, duties and
obligations thereunder of the Guarantors, the Trustee and the Holders.




	15.	 	RANKING





          The Notes shall be direct, unsecured obligations of the Company and shall
rank pari passu in right of payment with all other unsecured and unsubordinated
indebtedness of the Company. The Guarantees shall be direct, unsecured
obligations of the Guarantors and shall rank pari passu in right of payment
with all other unsecured and unsubordinated indebtedness of the Guarantors.




	16.	 	AUTHENTICATION





          This Note shall not be valid until an authorized officer of the Trustee
manually signs the Trustee’s Certificate of Authentication on the other side of
this Note.




	17.	 	ABBREVIATIONS





          Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TENANT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).




	18.	 	GOVERNING LAW





          THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
NOTE.



          The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture which has in it the text of this Note in larger
type. Requests may be made to:



	 	 	 
	 

	 	Lennar Corporation
	

	 	700 N.W. 107th Avenue
	

	 	Miami, Florida 33172
	

	 	Attn: Chief Financial Officer







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ASSIGNMENT FORM




          If you, the Holder, want to assign this Note, fill in the form below and
have your signature guaranteed:



          I or we assign and transfer this Note to:




















(Print or type name, address and zip code and social security or



tax ID number of assignee)



and irrevocably appoint                                        , agent to transfer this Note
on the books of the Company. The agent may substitute another to act for him.




	 	 	 
	Dated:

	 	Signed: 
	

	 	(Sign exactly as your name appears
	

	 	on the other side of this Note)







Signature Guarantee:




          Signature must be guaranteed by an “eligible guarantor institution,” that
is, a bank, stockbroker, savings and loan association or credit union meeting
the requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934.



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EXHIBIT C




          UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE
DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. REPRESENTATIVE OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.17 OF THE INDENTURE.



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EXHIBIT D




Form of Certificate To Be

Delivered in Connection with

Transfers to Non-QIB Accredited Investors




[Date]




     Ladies and Gentlemen:



          In connection with our proposed purchase of Senior Floating-Rate Notes
due 2007, Series A (the “Notes”) of Lennar Corporation (“the Company”), we
confirm that:




     1. We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the indenture
relating to the Notes (the “Indenture”) and the undersigned agrees to be
bound by, and not to resell, pledge or otherwise transfer the Notes
except in compliance with, such restrictions and conditions and the
Securities Act of 1933, as amended (the “Securities Act”), and all
applicable State securities laws.




     2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act or any other applicable securities
law, and that the Notes may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons except as
permitted in the following sentence. We agree, on our own behalf and on
behalf of any accounts for which we are acting as hereinafter stated,
that if we should sell any Notes, we will do so only (i) to the Company
or any subsidiary thereof, (ii) inside the United States in accordance
with Rule 144A under the Securities Act to a person who we reasonably
believe is a “qualified institutional buyer” (as defined in Rule 144A
promulgated under the Securities Act), (iii) inside the United States to
an institutional “accredited investor” (as defined below) that, prior to
such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to the Trustee (as defined in the Indenture) a signed
letter containing certain representations and agreements relating to the
restrictions on transfer of the Notes (the form of which letter can be
obtained from the Trustee), (iv) outside the United States in accordance
with Rule 904 of Regulation S promulgated under the Securities Act, (v)
pursuant to the exemption from registration provided by Rule 144 under
the Securities Act (if available), or (vi) pursuant to an effective
registration statement under the Securities Act, and we further agree to
provide to any person purchasing any of the Notes from us a notice
advising such purchaser that resales of the Notes are restricted as
stated herein.




     3. We understand that, on any proposed resale of any Notes, we will
be required to furnish to the Trustee and the Company such certification,
legal opinions and other information as the Trustee and the Company may
reasonably require to confirm that the proposed sale complies with the
foregoing restrictions. We further understand that the Notes purchased
by us will bear a legend to the foregoing effect.



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     4. We are an institutional “accredited investor” (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to
bear the economic risk of our or their investment, as the case may be.




     5. We are acquiring the Notes purchased by us for our account or for
one or more accounts (each of which is an institutional “accredited
investor”) as to each of which we exercise sole investment discretion.




     6. We have received a copy of the Company’s Offering Memorandum
dated August 11, 2004, and acknowledge that we have had access to such
financial and other information, and have been afforded the opportunity
to ask such questions of representatives of the Company and receive
answers thereto, as we deem necessary in connection with our decision to
purchase the Notes.



          You, the Company, the Initial Purchasers and others are entitled to rely
upon this letter and are irrevocably authorized to produce this letter or a
copy hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby.


	 	 	 	 	 
	 	Very truly yours, 

[Name of Transferee]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




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EXHIBIT E




Form of Certificate To Be Delivered

in Connection with Transfers

Pursuant to Regulation S





		
	Re:    	Lennar Corporation (“the Company”) Senior Floating-Rate Notes, Series A
due 2007 (the “Notes”)






Ladies and Gentlemen:



          In connection with our proposed sale of $                    aggregate principal
amount of the Notes, we confirm that such sale has been effected pursuant to
and in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), and, accordingly, we represent that:




     (1) the offer of the Notes was not made to a person in the United
States;




     (2) either (a) at the time the buy offer was originated, the
transferee was outside the United States or we and any person acting on
our behalf reasonably believed that the transferee was outside the United
States, or (b) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither we nor
any person acting on our behalf knows that the transaction has been
prearranged with a buyer in the United States;




     (3) no directed selling efforts have been made in the United States
in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable;




     (4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act; and




     (5) we have advised the transferee of the transfer restrictions
applicable to the Notes.



          You, the Company, the Initial Purchasers and others are entitled to rely
upon this letter and are irrevocably authorized to produce this letter or a
copy hereof to any interested party in any administrative or legal proceedings
or official inquiry with respect to the matters covered hereby. Terms used in
this certificate have the meanings set forth in Regulation S.


	 	 	 	 	 
	 	Very truly yours,

[Name of Transferee]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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EXHIBIT F




GUARANTEE





          For value received, the undersigned each hereby unconditionally
guarantees, as principal obligor and not only as a surety, to the Holders of
the Notes the cash payments in United States Dollars of any amounts due with
respect to the Notes in the amounts and at the times when due and interest on
all overdue amounts, if lawful, and the payment or performance of all other
obligations of the Company under the Indenture (as defined below) or the Notes,
to the Holder of this Note and the Trustee, all in accordance with and subject
to the terms and limitations of this Note, Article X of the Indenture and this
Guarantee. This Guarantee will become effective in accordance with Article X
of the Indenture and its terms shall be evidenced therein. The validity and
enforceability of any Guarantee shall not be affected by the fact that it is
not affixed to any particular Note.



          Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Indenture, dated as of August 18, 2004, among Lennar
Corporation, a Delaware corporation, the Guarantors named therein and J.P.
Morgan Trust Company, N.A., as trustee (the “Trustee”), as amended or
supplemented (the “Indenture”).



          The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article X of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.



          THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO
CONFLICT OF LAWS RULES THAT WOULD APPLY THE LAWS OF ANY OTHER JURISDICTION.
Each of the Guarantors hereto agrees to submit to the jurisdiction of the
courts of the State of New York sitting in the County of New York, 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 Guarantee.



          This Guarantee is subject to release upon the terms set forth in the
Indenture.



          The undersigned acknowledges that this Guarantee is subject to the TIA and
the undersigned agrees to discharge its duties under the TIA.



F-1









 





          IN WITNESS WHEREOF, each Guarantor has caused its Guarantee to be duly
executed.



Dated:



	 	 	 	 	 
	 	[GUARANTOR],
  as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 





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