Registration Rights Agreement



 






Exhibit 4.2




EXECUTION COPY




 





REGISTRATION RIGHTS AGREEMENT




Dated as of September 15, 2005




Among




LENNAR CORPORATION




AND THE GUARANTORS NAMED HEREIN




as Issuers,




and




BARCLAYS CAPITAL INC.




DEUTSCHE BANK SECURITIES INC.




J.P. MORGAN SECURITIES INC.




WACHOVIA CAPITAL MARKETS, LLC




ABN AMRO INCORPORATED




HSBC SECURITIES (USA) INC.




MORGAN KEEGAN & COMPANY, INC.




and




PIPER JAFFRAY & CO.




as Initial Purchasers




5.125% Senior Notes due 2010




 






 









 








REGISTRATION RIGHTS AGREEMENT




          This Registration Rights Agreement (this “Agreement”) is made and entered into as of
September 15, 2005, among LENNAR CORPORATION, a Delaware corporation (the “Company”), and
the other entities that are listed on the signature pages hereof (collectively with any entity that
in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee
the Notes (as hereinafter defined), the “Guarantors” and, together with the Company, the
“Issuers”), and BARCLAYS CAPITAL INC., DEUTSCHE BANK SECURITIES INC., J.P. MORGAN
SECURITIES INC., WACHOVIA CAPITAL MARKETS, LLC, ABN AMRO INCORPORATED, HSBC SECURITIES (USA) INC.,
MORGAN KEEGAN & COMPANY, INC. and PIPER JAFFRAY & CO. (each, an “Initial Purchaser” and,
collectively, the “Initial Purchasers”) for whom Barclays Capital Inc., Deutsche Bank
Securities Inc., J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC are acting as
representatives.




          This Agreement is entered into in connection with the Purchase Agreement, dated September 8,
2005, among the Company and the Initial Purchasers (the “Purchase Agreement”), which
provides for the sale by the Company to the Initial Purchasers of $300,000,000 aggregate principal
amount of the Company’s 5.125% Senior Notes due 2010 (the “Notes”). The Notes are
unconditionally guaranteed (the “Guarantees”) by each of the Guarantors. The Notes and the
Guarantees are collectively referred to herein as the “Securities”. In order to induce the
Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the
registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any
subsequent holder or holders of the Securities. The execution and delivery of this Agreement is a
condition to the Initial Purchasers’ obligation to purchase the Securities under the Purchase
Agreement.




          The parties hereby agree as follows:




     1. Definitions



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




          Additional Interest: See Section 4 hereof.




          Additional Notes: See Section 2(a) hereof.




          Advice: See the last paragraph of Section 5 hereof.




          Agreement: See the introductory paragraphs hereto.




          Applicable Period: See Section 2 hereof.




          Business Day: Each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions are not required to open in New York, New York.




          Company: See the introductory paragraphs hereto.




 









 








          Effectiveness Date: February 12, 2006; provided, however, that with
respect to any Shelf Registration Statement, the Effectiveness Date shall be the 75th day following
the Filing Date with respect thereto.




          Effectiveness Period: See Section 3(a) hereof.




          Event Date: See Section 4(b) hereof.




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




          Exchange Notes: See Section 2 hereof.




          Exchange Offer: See Section 2 hereof




          Exchange Offer Registration Statement: See Section 2 hereof.




          Filing Date: (A) If no Exchange Offer Registration Statement has been filed by the
Issuers pursuant to this Agreement, January 13, 2006; and (B) in each other case (which may be
applicable notwithstanding the consummation of the Exchange Offer), the 30th day after the delivery
of a Shelf Notice.




          Guarantees: See the introductory paragraphs hereto.




          Guarantors: See the introductory paragraphs hereto.




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




          Indemnified Person: See Section 7(c) hereof.




          Indemnifying Person: See Section 7(c) hereof.




          Indenture: The Indenture, dated as of September 15, 2005, by and among the Issuers
and J.P. Morgan Trust Company, N.A., as trustee, pursuant to which the Notes are being issued, as
the same may be amended or supplemented from time to time in accordance with the terms thereof.




          Initial Purchasers: See the introductory paragraphs hereto.




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




          Inspectors: See Section 5(m) hereof.




          Issue Date: September 15, 2005, the date of original issuance of the Securities.




          NASD: See Section 5(r) hereof.




          Notes: See the introductory paragraphs hereto.




- 2 -









 








          Offering Memorandum: The offering memorandum of the Company dated September 8, 2005,
in respect of the offering of the Securities.




          Participant: See Section 7(a) hereof.




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




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




          Private Exchange: See Section 2(b) hereof.




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




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




          Purchase Agreement: See the introductory paragraphs hereto.




          Records: See Section 5(m) hereof.




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




          Registrable Securities: Each Registrable Note and related guarantees.




- 3 -









 








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




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




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




          Rule 405: Rule 405 under the Securities Act.




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




          SEC: The Securities and Exchange Commission.




          Securities: See the introductory paragraphs hereto.




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




          Shelf Notice: See Section 2(c) hereof.




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




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




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




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




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




- 4 -









 








     2. Exchange Offer



          (a) The Issuers shall file with the SEC, no later than the Filing Date, a Registration
Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form
with respect to a registered offer (the “Exchange Offer”) to exchange any and all of the
Registrable Securities for a like aggregate principal amount of notes of the Company, guaranteed by
the Guarantors, that are identical in all material respects to the Securities, except that the
Exchange Notes shall contain no restrictive legend thereon (the “Exchange Notes”), and
which are entitled to the benefits of the Indenture or a trust indenture which is identical in all
material respects to the Indenture (other than such changes to the Indenture or any such identical
trust indenture as are necessary to comply with the TIA) and which, in either case, has been
qualified under the TIA. Interest on each Exchange Note will accrue (A) from the later of (1) the
last interest payment date on which interest was paid on the Note surrendered, or (2) if the Note
is surrendered for exchange on a date in a period which includes the record date for an interest
payment date to occur on or after the date of the exchange and as to which interest will be paid,
such interest payment date or (B) if no interest has been paid on that Note, from the Issue Date.
The Exchange Offer shall comply with all applicable tender offer rules and regulations under the
Exchange Act and other applicable laws. The Issuers shall use their reasonable best efforts to (x)
cause the Exchange Offer Registration Statement to be declared effective under the Securities Act
on or before the Effectiveness Date; (y) keep the Exchange Offer open for acceptance for not less
than 30 days (or longer if required by applicable law) after the date that notice of the Exchange
Offer is mailed to Holders; and (z) consummate the Exchange Offer on or before April 13, 2006. If,
after the Exchange Offer Registration Statement is initially declared effective by the SEC, the
Exchange Offer or the issuance of the Exchange Notes (and related guarantees) thereunder is
interfered with by any stop order, injunction or other order or requirement of the SEC or any other
governmental agency or court, the Exchange Offer Registration Statement shall be deemed not to have
become effective for purposes of this Agreement.




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




          Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of
this Agreement shall continue to apply, mutatis mutandis, solely with respect to
Registrable Securities that are Private Exchange Notes (and related guarantees), Exchange Notes
(and related guarantees) as to which Section 2(c)(iv) is applicable and Exchange Notes (and




          
- 5 -









 








related guarantees) held by Participating Broker-Dealers, and the Issuers shall have no
further obligation to register Registrable Securities (other than Private Exchange Notes (and
related guarantees) and other than in respect of any Exchange Notes (and related guarantees) as to
which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.




          No securities other than the Exchange Notes (and related guarantees) shall be included in the
Exchange Offer Registration Statement; provided, however that if the Company issues under the
Indenture additional 5.125% Senior Notes due 2010 (and related guarantees) that are identical in
all material respects to the Notes and have the same CUSIP number as the Notes (“Additional
Notes”), the Company may include in the Exchange Offer Registration Statement a like aggregate
principal amount of notes of the Company, guaranteed by the Guarantors, that are identical in all
material respects to the Additional Notes, except that such notes shall contain no restrictive
legend thereon.




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




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




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





- 6 -









 







Notes. The Private Exchange Notes shall be issued pursuant to the same indenture as the
Exchange Notes and bear the same CUSIP number as the Exchange Notes.




          In connection with the Exchange Offer, the Issuers shall:





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




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




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




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




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



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





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




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




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



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




- 7 -









 







guarantees), the Private Exchange Notes (and related guarantees) or the Securities will have
the right to vote or consent as a separate class on any matter.




          (c) If, (i) because of any change in law or in currently prevailing interpretations by the SEC
staff, the Issuers are not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not
consummated by April 13, 2006, (iii) in certain circumstances, certain holders of Private Exchange
Notes (and related guarantees) so request in writing to the Company, or (iv) in the case of any
Holder that tenders Securities in response to the Exchange Offer, such Holder does not receive
Exchange Notes on the date of the exchange that may be sold without restriction under state and
federal securities laws (other than due solely to the status of such Holder as an affiliate of any
of the Issuers within the meaning of the Securities Act), then in the case of each of clauses (i)
to and including (iv) of this sentence, the Issuers shall (a) promptly deliver to the Holders and
the Trustee written notice thereof (the “Shelf Notice”) and (b) at its sole expense and as
promptly as practicable shall file a Shelf Registration Statement pursuant to Section 3 hereof.




          Notwithstanding anything in this Agreement to the contrary, if (i) a Filing Date or
Effectiveness Date (or other date by which a filing is to be made or become effective) would fall
on a day that is not a Business Day or (ii) the date by which the Exchange Offer is to be
consummated would fall on a day that is not a Business Day, such Filing Date, Effectiveness Date
(or other date by which a filing is to be made or become effective) or consummation date shall
instead be the next succeeding Business Day.




     3. Shelf Registration



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




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




          The Issuers shall use their best efforts to cause the Initial Shelf Registration Statement to
be declared effective under the Securities Act on or before the Effectiveness Date and to keep the
Initial Shelf Registration Statement continuously effective under the Securities Act until the date
which is two years from the Issue Date (the “Effectiveness Period”), or such




- 8 -









 







shorter period ending when (i) all Registrable Securities covered by the Initial Shelf
Registration Statement have been sold in the manner set forth and as contemplated in the Initial
Shelf Registration Statement or (ii) a Subsequent Shelf Registration Statement covering all of the
Registrable Securities covered by and not sold under the Initial Shelf Registration Statement or an
earlier Subsequent Shelf Registration Statement has been declared effective under the Securities
Act; provided, however, that the Effectiveness Period in respect of the Initial
Shelf Registration Statement shall be extended to the extent required to permit dealers to comply
with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as
otherwise provided herein.




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




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




     4. Additional Interest



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





     (i) if (A) neither the Exchange Offer Registration Statement nor the Initial
Shelf Registration Statement has been filed with the SEC on or before the



- 9 -









 






applicable Filing Date or (B) notwithstanding that the Issuers have consummated
or will consummate the Exchange Offer, the Issuers are required to file a Shelf
Registration Statement and such Shelf Registration Statement has not been filed with
the SEC on or before the Filing Date applicable thereto, then, commencing on the day
after any such Filing Date, Additional Interest shall accrue on the principal amount
of the Securities at a rate of 0.25% per annum for the first 90 days immediately
following each such Filing Date, and such Additional Interest rate shall increase by
an additional 0.25% per annum at the beginning of each subsequent 90-day period; or




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




     (iii) if (A) the Issuers have not exchanged Exchange Notes (and related
guarantees) for all Registrable Securities validly tendered in accordance with the
terms of the Exchange Offer on or before April 13, 2006 or (B) if applicable, a
Shelf Registration Statement has been declared effective and such Shelf Registration
Statement ceases to be effective at any time during the Effectiveness Period, then,
Additional Interest shall accrue on the principal amount of the Securities at a rate
of 0.25% per annum for the first 90 days commencing on (x) April 13, 2006, in the
case of (A) above, or (y) the day such Shelf Registration Statement ceases to be
effective in the case of (B) above, and such Additional Interest rate shall increase
by an additional 0.25% per annum at the beginning of each such subsequent 90-day
period;


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




- 10 -









 







Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall
cease to accrue.




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




     5. Registration Procedures



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




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




          (b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf
Registration Statement or Exchange Offer Registration Statement, as the case may be, as may be
necessary to keep such Registration Statement continuously effective




- 11 -









 







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




          (c) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2
hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes (and related guarantees) during the Applicable Period relating thereto
from whom any of the Issuers has received written notice that it will be a Participating
Broker-Dealer in the Exchange Offer, notify the selling Holders of Registrable Securities, or each
such Participating Broker-Dealer, as the case may be, their counsel and the managing underwriters,
if any, promptly (but in any event within one day), and confirm such notice in writing, (i) when a
Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the same has become
effective under the Securities Act (including in such notice a written statement that any Holder
may, upon request, obtain, at the sole expense of the Issuers, one conformed copy of such
Registration Statement or post-effective amendment including financial statements and schedules,
documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the
issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or
of any order preventing or suspending the use of any preliminary prospectus or the initiation of
any proceedings for that purpose, (iii) if at any time when a prospectus is required by the
Securities Act to be delivered in connection with sales of the Registrable Securities or resales of
Exchange Notes (and related guarantees) by Participating Broker-Dealers, the representations and
warranties of the Issuers contained in any agreement (including any underwriting agreement)
contemplated by Section 5(l) hereof cease to be true and correct in all material respects, (iv) of
the receipt by any of the Issuers of any notification with respect to the suspension of the
qualification or exemption from qualification of a Registration Statement or any of the Registrable
Securities or the Exchange Notes (and related guarantees) to be sold by any Participating
Broker-Dealer for offer or sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose, (v) of the happening of any event, the existence of any condition or
any information becoming known that makes any statement made in such Registration Statement or
related Prospectus or any document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes in or amendments or
supplements to such Registration Statement, Prospectus or documents so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material fact or omit to
state any material fact required to be




- 12 -









 







stated therein or necessary to make the statements therein not misleading, and that in the
case of the Prospectus, it will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and (vi) of the Issuers’
determination that a post-effective amendment to a Registration Statement would be appropriate.




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




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




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




          (g) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2
hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes (and related guarantees) during the Applicable Period, deliver to each
selling Holder of Registrable Securities, or each such Participating Broker-Dealer, as the case may
be, their respective counsel, and the underwriters, if any, at the sole expense of the Issuers, as
many copies of the Prospectus or Prospectuses (including each form of




- 13 -









 







preliminary prospectus) and each amendment or supplement thereto and any documents
incorporated by reference therein as such Persons may reasonably request; and, subject to the last
paragraph of this Section 5, the Issuers hereby consent to the use of such Prospectus and each
amendment or supplement thereto by each of the selling Holders of Registrable Securities or each
such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if any, and
dealers, if any, in connection with the offering and sale of the Registrable Securities covered by,
or the sale by Participating Broker-Dealers of the Exchange Notes (and related guarantees) pursuant
to, such Prospectus and any amendment or supplement thereto.




          (h) Prior to any public offering of Registrable Securities or Exchange Notes (and related
guarantees) or any delivery of a Prospectus contained in the Exchange Offer Registration Statement
by any Participating Broker-Dealer who seeks to sell Exchange Notes (and related guarantees) during
the Applicable Period, use its best efforts to register or qualify, and to cooperate with the
selling Holders of Registrable Securities or each such Participating Broker-Dealer, as the case may
be, the managing underwriter or underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or qualification) of
such Registrable Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the
managing underwriter or underwriters reasonably request in writing; provided,
however, that where Exchange Notes (and related guarantees) held by Participating
Broker-Dealers or Registrable Securities are offered other than through an underwritten offering,
the Issuers agree to cause their counsel to perform Blue Sky investigations and file registrations
and qualifications required to be filed pursuant to this Section 5(h), keep each such registration
or qualification (or exemption therefrom) effective during the period such Registration Statement
is required to be kept effective and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of the Exchange Notes (and related
guarantees) held by Participating Broker-Dealers or the Registrable Securities covered by the
applicable Registration Statement; provided, however, that none of the Issuers
shall be required to (A) qualify generally to do business in any jurisdiction where it is not then
so qualified, (B) take any action that would subject it to general service of process in any such
jurisdiction where it is not then so subject or (C) subject itself to taxation in excess of a
nominal dollar amount in any such jurisdiction where it is not then so subject.




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




          (j) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2
hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes (and related guarantees) during the Applicable Period, upon the
occurrence of any event contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as
practicable prepare and (subject to Section 5(a) hereof) file with the SEC, at the sole




- 14 -









 







expense of the Issuers, a supplement or post-effective amendment to the Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, or file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder or to the purchasers of the Exchange
Notes (and related guarantees) to whom such Prospectus will be delivered by a Participating
Broker-Dealer, any such Prospectus will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.




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




          (l) In connection with any underwritten offering of Registrable Securities pursuant to a Shelf
Registration Statement, enter into an underwriting agreement which is customary in underwritten
offerings of debt securities similar to the Securities in form and substance reasonably
satisfactory to the Issuers and take all such other actions as are reasonably requested by the
managing underwriter or underwriters in order to expedite or facilitate the registration or the
disposition of such Registrable Securities and, in such connection, (i) make such representations
and warranties to, and covenants with, the underwriters with respect to the business of the Issuers
(including any acquired business, properties or entity, if applicable) and the Registration
Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings
of debt securities similar to the Securities, and confirm the same in writing if and when requested
in form and substance reasonably satisfactory to the Issuers; (ii) obtain the written opinions of
counsel to the Issuers and written updates thereof in form, scope and substance reasonably
satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering
the matters customarily covered in opinions reasonably requested in underwritten offerings and such
other matters as may be reasonably requested by the managing underwriter or underwriters; (iii)
obtain “cold comfort” letters and updates thereof in form, scope and substance reasonably
satisfactory to the managing underwriter or underwriters from the independent certified public
accountants of the Issuers (and, if necessary, any other independent certified public accountants
of the Issuers, or of any business or entity acquired by the Issuers for which financial statements
and financial data are, or are required to be, included or incorporated by reference in the
Registration Statement), addressed to each of the underwriters, such letters to be in customary
form and covering matters of the type customarily covered in “cold comfort” letters in connection
with underwritten offerings of debt securities similar to the Securities and such other matters as
are reasonably requested by the managing underwriter or underwriters as permitted by the Statement
on Auditing Standards No. 72, as amended by the Statement on Auditing Standards No. 76; and (iv) if
an underwriting agreement is entered into, the same shall contain indemnification provisions and
procedures no less favorable to the sellers and underwriters, if any, than those set forth in
Section 7 hereof (or such other provisions and procedures acceptable to Holders of a majority in
aggregate principal amount of Registrable Securities covered by such Registration Statement and the
managing




- 15 -









 







underwriter or underwriters or agents, if any). The above shall be done at each closing under
such underwriting agreement, or as and to the extent required thereunder.




          (m) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2
hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes (and related guarantees) during the Applicable Period, make available
for inspection by any selling Holder of such Registrable Securities being sold, or each such
Participating Broker-Dealer, as the case may be, any underwriter participating in any such
disposition of Registrable Securities, if any, and any attorney, accountant or other agent retained
by any such selling Holder or each such Participating Broker-Dealer, as the case may be, or
underwriter (collectively, the “Inspectors”), at the offices where normally kept, during
reasonable business hours, all financial and other records, pertinent corporate documents and
instruments of the Issuers and subsidiaries of the Issuers (collectively, the “Records”) as
shall be reasonably necessary to enable them to exercise any applicable due diligence
responsibilities, and cause the officers, directors and employees of the Issuers and any of their
respective subsidiaries to supply all information reasonably requested by any such Inspector in
connection with such Registration Statement and Prospectus. Each Inspector shall agree in writing
that it will keep the Records confidential and that it will not disclose any of the Records that
any of the Issuers determines, in good faith, to be confidential and notifies the Inspectors in
writing are confidential unless (i) the disclosure of such Records is necessary to avoid or correct
a material misstatement or material omission in such Registration Statement or Prospectus, (ii) the
release of such Records is ordered pursuant to a subpoena or other order from a court of competent
jurisdiction, or (iii) the information in such Records has been made generally available to the
public; provided, however, that prior notice shall be provided as soon as
practicable to any of the Issuers of the potential disclosure of any information by such Inspector
pursuant to clauses (i) or (ii) of this sentence to permit the Issuers to obtain a protective order
(or waive the provisions of this paragraph (m)) and that such Inspector shall take such actions as
are reasonably necessary to protect the confidentiality of such information (if practicable) to the
extent such action is otherwise not inconsistent with, an impairment of or in derogation of the
rights and interests of the Holder or any Inspector. If, in the course of performing due
diligence, any Inspector becomes aware of material non public information about the Company and its
subsidiaries, the Inspector will not, and will take all steps reasonably necessary to ensure that
anyone to whom the Inspector discloses the material non public information will not trade in any
securities of the Company until the information becomes public (whether through inclusion in the
Shelf Registration Statement or Exchange Offer Registration Statement or otherwise) or the
information ceases to be material.




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




- 16 -









 







changes, and all other forms and documents required to be filed with the SEC to enable such
indenture to be so qualified in a timely manner.




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




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




          (q) If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the
Registrable Securities by Holders to the Company (or to such other Person as directed by the
Issuers) to be exchanged for Exchange Notes (and related guarantees) or Private Exchange Notes (and
related guarantees), as the case may be, the Issuers shall mark, or cause to be marked, on such
Registrable Notes that such Registrable Notes are being canceled in exchange for Exchange Notes
(and related guarantees) or Private Exchange Notes (and related guarantees), as the case may be; in
no event shall such Registrable Notes be marked as paid or otherwise satisfied.




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




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




          The Issuers may require each seller of Registrable Securities as to which any registration is
being effected to furnish to the Issuers such information regarding such seller and the
distribution of such Registrable Securities as the Issuers may, from time to time, reasonably
request. The Issuers may exclude from such registration the Registrable Securities of any seller
so long as such seller fails to furnish such information within a reasonable time after receiving
such request. Each seller as to which any Shelf Registration is being effected agrees to furnish




- 17 -









 







promptly to the Issuers all information required to be disclosed in order to make the
information previously furnished to the Issuers by such seller not materially misleading.




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




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




     6. Registration Expenses



          All fees and expenses incident to the performance of or compliance with this Agreement by the
Issuers (other than any underwriting discounts or commissions) shall be borne by the Company
whether or not the Exchange Offer Registration Statement or any Shelf Registration Statement is
filed or becomes effective or the Exchange Offer is consummated, including, without limitation, (i)
all registration and filing fees (including, without limitation, (A) fees with respect to filings
required to be made with the NASD in connection with an underwritten offering and (B) reasonable
fees and expenses of compliance with state securities or Blue Sky laws (including, without
limitation, fees and disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Securities or Exchange Notes (and related guarantees) and determination of the
eligibility of the Registrable Securities or Exchange Notes (and related guarantees) for investment
under the laws of the jurisdictions (x) where the holders of Registrable Securities are located, in
the case of the Exchange Notes (and related guarantees), or (y) as provided in Section 5(h) hereof,
in the case of Registrable Securities or Exchange Notes




- 18 -









 







(and related guarantees) to be sold by a Participating Broker-Dealer during the Applicable
Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates
for Registrable Notes or Exchange Notes in a form eligible for deposit with The Depository Trust
Company and of printing prospectuses if the printing of prospectuses is requested by the managing
underwriter or underwriters, if any, by the Holders of a majority in aggregate principal amount of
the Registrable Securities included in any Registration Statement or in respect of Registrable
Securities or Exchange Notes (and related guarantees) to be sold by any Participating Broker-Dealer
during the Applicable Period, as the case may be, (iii) messenger, telephone and delivery expenses,
(iv) fees and disbursements of counsel for the Issuers and reasonable fees and disbursements of one
firm of special counsel for the sellers of Registrable Securities, (v) fees and disbursements of
all independent certified public accountants referred to in Section 5(l)(iii) hereof (including,
without limitation, the expenses of any special audit and “cold comfort” letters required by or
incident to such performance), (vi) Securities Act liability insurance, if the Issuers desire such
insurance, (vii) fees and expenses of all other Persons retained by the Issuers, (viii) internal
expenses of the Issuers (including, without limitation, all salaries and expenses of officers and
employees of the Issuers performing legal or accounting duties), (ix) the expense of any annual
audit, (x) any fees and expenses incurred in connection with the listing of the securities to be
registered on any securities exchange, and the obtaining of a rating of the securities, in each
case, if applicable, and (xi) the expenses relating to printing, word processing and distributing
all Registration Statements, underwriting agreements, indentures and any other documents necessary
in order to comply with this Agreement.




     7. Indemnification



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




          (b) Each Participant agrees, severally and not jointly, to indemnify and hold harmless the
Issuers, their respective affiliates, officers, directors, representatives, employees and




- 19 -









 







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




          (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnity may
be sought pursuant to either of the two preceding paragraphs, such Person (the “Indemnified
Person”) shall promptly notify the Persons against whom such indemnity may be sought (the
“Indemnifying Persons”) in writing, and the Indemnifying Persons, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others the Indemnifying Persons may reasonably designate
(which may include the Indemnifying Persons, unless representation of the Indemnifying Persons by
the same counsel would be inappropriate due to actual or potential differing interests between
them) in such proceeding and shall pay the fees and expenses actually incurred by such counsel
related to such proceeding; provided, however, that the failure to so notify the
Indemnifying Persons (i) will not relieve it from any liability under paragraph (a) or (b) above
unless and to the extent such failure results in the forfeiture by the Indemnifying Person of
substantial rights and defenses and (ii) will not, in any event, relieve the Indemnifying Person
from any obligations to any Indemnified Person other than the indemnification obligation provided
in paragraphs (a) and (b) above. In any such proceeding, any Indemnified Person shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless (i) the Indemnifying Persons and the Indemnified Person shall
have mutually agreed to the contrary, (ii) the Indemnifying Persons shall have failed within a
reasonable period of time to retain counsel reasonably satisfactory to the Indemnified Person or
(iii) the named parties in any such proceeding (including any impleaded parties) include both any
Indemnifying Person and the Indemnified Person or any affiliate thereof and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood that, unless there exists a conflict among the Indemnified Persons,
the Indemnifying Persons shall not, in connection with such proceeding or separate but
substantially similar related proceeding in the same jurisdiction arising out of the same general
allegations, be liable for the fees and expenses of more than one separate firm (in addition to any
local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed
promptly as they are incurred. Any such separate firm for the Participants against whom a suit,
action, proceeding, claim or demand is brought or asserted and control Persons of such Participants
shall be designated in writing by Participants who sold a majority in interest of Registrable
Securities and Exchange Notes (and related guarantees) sold by all such Participants, and any such
separate firm for the Issuers, their affiliates, officers, directors, representatives, employees
and agents and such control Persons of the Issuers shall be designated in writing by the Issuers.




- 20 -









 








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




          (d) If the indemnification provided for in the first and second paragraphs of this Section 7
is for any reason unavailable to, or insufficient to hold harmless, an Indemnified Person in
respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraphs, in lieu of indemnifying such Indemnified Person thereunder and in
order to provide for just and equitable contribution, shall contribute to the amount paid or
payable by such Indemnified Person as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect (i) the relative benefits received by the Indemnifying
Person or Persons on the one hand and the Indemnified Person or Persons on the other from the
applicable offering of Registrable or Exchanged Notes or (ii) if the allocation provided by the
foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also
the relative fault of the Indemnifying Person or Persons on the one hand and the Indemnified Person
or Persons on the other in connection with the statements or omissions or alleged statements or
omissions that resulted in such losses, claims, damages or liabilities (or actions in respect
thereof) as well as any other relevant equitable considerations. The relative fault of the parties
shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company on the one hand or such Participant or such other
Indemnified Person, as the case may be, on the other, the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission, and any
other equitable considerations appropriate in the circumstances.




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




- 21 -









 







Participant has otherwise been required to pay or has paid by reason of such untrue or alleged
untrue statement or omission or alleged omission. No Person guilty of a fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation.




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




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




     8. Rules 144 and 144A



          Each of the Issuers covenants and agrees that it will file the reports required to be filed by
it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC
thereunder in a timely manner in accordance with the requirements of the Securities Act and the
Exchange Act and, if at any time such Issuer is not required to file such reports, such Issuer
will, upon the request of any Holder or beneficial owner of Registrable Securities, make available
such information necessary to permit sales pursuant to Rule 144A under the Securities Act. The
Company further covenants and agrees, for so long as any Registrable Securities remain outstanding
that it will take such further action as any Holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitations of the exemptions
provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such Rules may be amended
from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC.




     9. Underwritten Registrations



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




          No Holder of Registrable Securities may participate in any underwritten registration hereunder
unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in
any underwriting arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes in a timely manner all




- 22 -









 







questionnaires, powers of attorney, indemnities, underwriting agreements and other customary
documents required by the Company or the underwriter in connection with such underwriting
arrangements.




     10. Miscellaneous



          (a) No Inconsistent Agreements. The Issuers have not, as of the date hereof, and the
Issuers shall not, after the date of this Agreement, enter into any agreement with respect to any
of its securities that is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted
to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights
granted to the holders of the Issuers’ other issued and outstanding securities under any such
agreements. The Issuers will not enter into any agreement with respect to any of its securities
which will grant to any Person piggyback registration rights with respect to any Registration
Statement; provided, however that the Company may enter into an agreement in connection with the
issuance of Additional Notes which will grant the holders of the Additional Notes the right to have
them included in a Registration Statement.




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




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




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





- 23 -










 







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



	 	 	 	 	 
	 

	 	 	 	Wachovia Capital Markets, LLC
	 

	 	 	 	One Wachovia Center
	 

	 	 	 	301 South College Street
	 

	 	 	 	Charlotte, North Carolina 28288-0602
	 

	 	 	 	Attention: Debt Capital Markets
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 

	 	 	 	Willkie Farr & Gallagher LLP
	 

	 	 	 	787 Seventh Avenue
	 

	 	 	 	New York, New York, 10019
	 

	 	 	 	Attention: John S. D’Alimonte, Esq.
	 

	 	 	 	               David K. Boston, Esq.







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



	 	 	 	 	 
	 

	 	 	 	700 N.W. 107th Avenue
	 

	 	 	 	Miami, Florida 33172
	 

	 	 	 	Attention: General Counsel, Mark Sustana
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 

	 	 	 	Clifford Chance US LLP
	 

	 	 	 	200 Park Avenue
	 

	 	 	 	New York, New York 10166
	 

	 	 	 	Attention: David W. Bernstein, Esq.







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



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




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




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




 - 24 -









 








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




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




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




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




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




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




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




 - 25 -









 








[Signature page follows.]




 - 26 -









 









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



	 	 	 	 	 
	 	 	LENNAR CORPORATION  
	 
	 	 	 	 
	 

	 	By:	 	/s/ Diane Bessette 
	 

	 	 	 	 
	 

	 	 	 	Name: Diane Bessette
	 

	 	 	 	Title: Vice President and Controller





The foregoing Agreement is hereby confirmed
and accepted

as of the date first above written.




BARCLAYS CAPITAL INC.

DEUTSCHE BANK SECURITIES INC.

J.P. MORGAN SECURITIES INC.

WACHOVIA CAPITAL MARKETS, LLC

ABN AMRO INCORPORATED

HSBC SECURITIES (USA) INC.

MORGAN KEEGAN & COMPANY, INC.

PIPER JAFFRAY & CO.




By: WACHOVIA CAPITAL MARKETS, LLC




	 	 	 	 	 
	By:

	 	/s/
John Hines 	 	 
	 

	 	Name: John Hines	 	 
	 

	 	Title: Managing Director	 	 






[Signature Page to Registration Rights Agreement]















 





Acme Water Supply & Management Company

Aquaterra Utilities, Inc.

Asbury Woods L.L.C.

Avalon-Sienna III, L.L.C.

Bayhome USH, Inc.

Bella Oaks L.L.C.

Bickford Holdings, LLC

Boca Greens, Inc.

Boca Isles South Club, Inc.

Boggy Creek USH, Inc.

Bramalea California, Inc.

Bramalea California Properties, Inc.

Bramalea California Realty, Inc.

Brazoria County LP, Inc.

Builders Acquisition Corp.

Builders LP, Inc.

Cambria L.L.C.

Cantera Village L.L.C.

Cary Woods L.L.C.

Claremont Ridge L.L.C.

Claridge Estates L.L.C.

Clodine-Bellaire LP, Inc.

Club Pembroke Isles, Inc.

Club Tampa Palms, Inc.

Colonial Heritage LLC

Concord at Meadowbrook L.L.C.

Concord at Pheasant Run Trails L.L.C.

Concord at Ravenna L.L.C.

Concord City Centre L.L.C.

Concord Hills, Inc.

Concord Homes, Inc.

Concord Lake, Inc.

Concord Mills Estates L.L.C.

Concord Oaks, Inc.

Concord Park, Inc.

Concord Pointe, Inc.

Coto de Caza, Ltd.

Country Club Development at the Fort, LLC

Coventry L.L.C.

DCA NJ Realty, Inc.

DCA of Lake Worth, Inc.

DCA of New Jersey, Inc.

E.M.J.V. Corp.

Enclave Land, L.L.C.

ERMLOE, LLC

F.P. Construction Corp.



[Signature Page to Registration Rights Agreement]




 









 




Fidelity Guaranty and Acceptance Corporation

Fortress Holding – Virginia, LLC

Fortress Illinois, LLC

Fortress Management, Inc.

Fortress Missouri, LLC

Fortress Pennsylvania, LLC

Fortress Pennsylvania Realty, Inc.

Fortress-Florida, Inc.

Fox-Maple Associates, LLC

Foxwood L.L.C.

Gateway Commons, L.L.C.

Genesee Communities I, Inc.

Genesee Communities II, LLC

Genesee Communities III, Inc.

Genesee Communities IV, LLC

Genesee Communities V, LLC

Genesee Communities VI, LLC

Genesee Communities VII, LLC

Genesee Communities VIII, LLC

Genesee Communities IX, LLC

Genesee Venture, LLC

Glenview Reserve, LLC

Grand Isle Club, Inc.

Greenfield/Waterbury L.L.C.

Greystone Construction, Inc.

Greystone Homes, Inc.

Greystone Homes of Nevada, Inc.

Greystone Nevada, LLC

Harris County LP, Inc.

Haverton L.L.C.

Heathcote Commons LLC

Heritage Harbour Realty, Inc.

Heritage Housing Group, Inc.

Heritage USH, Inc.

Home Buyer’s Advantage Realty, Inc.

Homecraft Corporation

Imperial Homes Corporation

Impressions L.L.C.

Inactive Corporations, Inc.

Kings Ridge Golf Corporation

Kings Ridge Recreation Corporation

Kings Wood Development Corporation

Landmark Homes, Inc.

Laureate Homes of Arizona, Inc.

Legacy Homes, Inc.

Legends Club, Inc.



[Signature Page to Registration Rights Agreement]




 









 




Legends Golf Club, Inc.

LENH I, LLC

Lennar Acquisition Corp. II

Lennar Americanos Douglas, LLC

Lennar Associates Management, LLC

Lennar Associates Management Holding Company

Lennar Aviation, Inc.

Lennar Carolina, Inc.

Lennar Central Region Sweep, Inc.

Lennar Chicago, Inc.

Lennar Communities, Inc.

Lennar Communities Development, Inc.

Lennar Communities of Chicago, LLC

Lennar Communities of Florida, Inc.

Lennar Communities of South Florida, Inc.

Lennar Communities Nevada, LLC

Lennar Construction, Inc.

Lennar Coto Holdings, L.L.C.

Lennar Developers, Inc.

Lennar Developers, Inc. II

Lennar Developers, Inc. III

Lennar Family of Builders GP, Inc.

Lennar Family of Builders Limited Partnership

Lennar Financial Services, LLC

Lennar Fresno, Inc.

Lennar Hingham Holdings, LLC

Lennar Hingham JV, LLC

Lennar Homes, Inc.

Lennar Homes Holding Corp.

Lennar Homes of Arizona, Inc.

Lennar Homes of California, Inc.

Lennar Homes of Texas Land and Construction, Ltd.

Lennar Homes of Texas Sales and Marketing, Ltd.

Lennar Houston Land, LLC

Lennar Imperial Holdings Limited Partnership

Lennar La Paz, Inc.

Lennar La Paz Limited, Inc.

Lennar Land Partners Sub, Inc.

Lennar Land Partners Sub II, Inc.

Lennar Long Beach Promenade Partners, LLC

Lennar Massachusetts Properties, Inc.

Lennar Meridian Hills Partners, LLC

Lennar Military Housing, Inc.

Lennar Nevada, Inc.

Lennar New Jersey Properties, Inc.

Lennar Northeast Properties, Inc.



[Signature Page to Registration Rights Agreement]




 









 




Lennar Northland I, Inc.

Lennar Northland II, Inc.

Lennar Northland III, Inc.

Lennar Northland IV, Inc.

Lennar Northland V, Inc.

Lennar Northland VI, Inc.

Lennar Pacific, Inc.

Lennar Pacific, L.P.

Lennar Pacific Properties, Inc.

Lennar Pacific Properties Management, Inc.

Lennar PNW, Inc.

Lennar Port Imperial South, LLC

Lennar Port Imperial South Building 10, LLC

Lennar Port Imperial South Building 12, LLC

Lennar Realty, Inc.

Lennar Renaissance, Inc.

Lennar Reno, LLC

Lennar Riverside West Holdings, LLC

Lennar Riverside West, LLC

Lennar Riverside West Urban Renewal Company, L.L.C.

Lennar Sacramento, Inc.

Lennar Sales Corp.

Lennar San Jose Holdings, Inc.

Lennar Southland I, Inc.

Lennar Southland II, Inc.

Lennar Southland III, Inc.

Lennar Southwest Holding Corp.

Lennar Texas Holding Company

Lennar Trading Company, LP

Lennar.Com, Inc.

Lennar-Kings Lake, Inc.

Lennar-Lantana Boatyard, Inc.

Lennarstone Marketing Group, LLC

LFS Holding Company, LLC

LH Eastwind, LLC

LHI Renaissance, LLC

LLT, LLC

LN, L.L.C.

Long Point Development Corporation

Lorton Station, LLC

Lucerne Merged Condominiums, Inc.

M.A.P. Builders, Inc.

Madrona Village L.L.C.

Marlborough Development Corporation

Mid-County Utilities, Inc.

Midland Housing Industries Corp.



[Signature Page to Registration Rights Agreement]




 









 




Midland Investment Corporation

Mission Viejo 12S Venture, LP

Mission Viejo Holdings, Inc.

New Home Brokerage, Inc.

North County Land Company, LLC

Northbridge L.L.C.

Northeastern Properties LP, Inc.

Northern Land Company, LLC

NuHome Designs, L.L.C.

Oceanpointe Development Corporation

Orrin Thompson Construction Company

Orrin Thompson Homes Corp.

Paparone Construction Co.

Parc Chestnut L.L.C.

Parkside Estates L.L.C.

Patriot Homes of Virginia, Inc.

Placer Vineyards, LLC

Providence Glen L.L.C.

Rancho Summit, LLC

Reserve at Creek Run, LLC

Rivenhome Corporation

Riviera Land Corp.

RRKTG Lumber, LLC

Rutenberg Homes, Inc. (FL)

Rutenberg Homes of Texas, Inc.

S. Florida Construction, LLC

S. Florida Construction II, LLC

S. Florida Construction III, LLC

SEA Joint Venture, LLC

SFHR Management, L.L.C.

Silver Lakes-Gateway Clubhouse, Inc.

Sonoma L.L.C.

Spanish Springs Development, LLC

Stoney Corporation

Stoneybrook Golf Club, Inc.

Strategic Cable Technologies, L.P.

Strategic Holdings, Inc.

Strategic Technologies, Inc.

Strategic Technologies Communications of California, Inc.

Summerway Investment Corp.

Summerwood, L.L.C.

Summit Acquisition Corp.

Summit Enclave, L.L.C.

Summit Glen, L.L.C.

Summit Land, L.L.C.

Summit Ridge 23, L.L.C.



[Signature Page to Registration Rights Agreement]




 









 




Summit Townes, L.L.C.

Summit-Meadowbrook, L.L.C.

Summit-Reserve, L.L.C.

Sunstar Enterprises, LLC

The Club at Stoneybrook, Inc.

The Courts of Indian Creek L.L.C.

The Fortress Group, Inc.

The Grande By Lennar Builders, Inc.

The Sexton L.L.C.

Tustin Vistas Partners, LLC

U.S. Home Associates Management, Inc.

U.S. Home Corporation

U.S. Home of Arizona Construction Co.

U.S. Home of West Virginia, Inc.

U.S. Home Realty, Inc.

U.S. Home Realty Corporation

U.S. Home Southwest Holding Corp.

U.S.H. Corporation of New York

U.S.H. Los Prados, Inc.

U.S.H. Realty, Inc.

University Community Partners, LLC

USH Acquisition Corp.

USH Apartments Corporation

USH Bickford, LLC

USH Equity Corporation

USH Heritage Pom, L.L.C.

USH Millennium Ventures Corp.

USH (West Lake), Inc.

USH Woodbridge, Inc.

USHHH, Inc.

Villages of Rio Pinar Club, Inc.

West Adams Street L.L.C.

West Chocolate Bayou Development Corp.

Westbrook Homes, LLC

Westchase, Inc.

Weststone Corporation




	 	 	 	 	 
	 	            as Guarantors

 	 
	 	By:  	/s/
Mark Sustana 	 
	 	 	Name:  	Mark Sustana 	 
	 	 	Title:  	Secretary 	 
	 


[Signature Page to Registration Rights Agreement]