Exhibit 10.2


 


EXECUTION VERSION


 


US$250,000,000


 


DESARROLLADORA HOMEX, S.A. de C.V.


 


7.5% Senior Guaranteed Notes Due 2015


 


REGISTRATION RIGHTS AGREEMENT


 


September 28, 2005


 


Credit Suisse First
Boston LLC


As Representative of the
several Initial Purchasers

c/o Credit Suisse First Boston LLC


Eleven
Madison Avenue


New
York, New York 10010-3629


 


Dear Sirs:


 


Desarrolladora
Homex, S.A. de C.V., a corporation (sociedad
anónima de capital variable) (the “Company”), proposes to issue and
sell to Credit Suisse First Boston LLC and HSBC Securities (USA) Inc. (the “Initial
Purchasers”), upon the terms set forth in a purchase agreement dated September 21,
2005 (the “Purchase Agreement”), US$250,000,000 aggregate principal amount
of its 7.5% Senior Guaranteed Notes due September 28, 2015 (the “Initial
Securities”) to be unconditionally guaranteed (the “Guaranties”) by Proyectos
Inmobiliarios de Culiacán, S.A. de C.V., Desarrolladora de Casas del Noroeste,
S.A. de C.V., Casas Beta del Centro, S.A. de C.V., Casas Beta del Norte, S.A.
de C.V., Casas Beta del Noroeste, S.A. de C.V., Edificaciones Beta, S.A. de
C.V., Edificaciones Beta del Noroeste, S.A. de C.V., and Edificaciones Beta del
Norte, S.A. de C.V., and any other subsidiary of the Company which may become a
Guarantor (the “Guarantors”) and together with the Company, the “Issuers”).  The Initial Securities will be issued
pursuant to an Indenture, dated as of September 28, 2005, (the “Indenture”)
among the Company, the Guarantors named therein and The Bank of New York (the “Trustee”).  As an inducement to the Initial Purchasers,
the Issuers agree with the Initial Purchasers, for the benefit of the holders
of the Initial Securities (including, without limitation, the Initial
Purchasers), the Exchange Securities (as defined below) and the Private
Exchange Securities (as defined below) (collectively the “Holders”), as
follows:


 


1.  Registered Exchange Offer.  The Issuers shall use
their reasonable best efforts to, at their own cost, prepare and, not later
than 180 days after (or if the 180th day is not a business day, the first
business day thereafter) the date of original issue of the Initial Securities
(the “Issue Date”), file with the Securities and Exchange Commission (the “Commission”)
a registration statement (the “Exchange Offer Registration Statement”) on an
appropriate form under the Securities Act of 1933, as amended (the “Securities
Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to
the Holders of Transfer Restricted Securities (as defined in Section 6
hereof), who are not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer, to issue and deliver to such
Holders, in exchange for the Initial Securities, a like aggregate principal
amount of debt securities (the “Exchange Securities”) of the Issuers issued
under the Indenture and identical in all material respects to the Initial
Securities (except for the transfer restrictions relating to the Initial
Securities and the provisions relating to the matters described in Section 6
hereof) that would be registered under the Securities Act.  The Issuers shall use their reasonable best
efforts to cause such Exchange Offer Registration Statement to become effective
under the Securities Act within 240 days (or if the 240th day is not a business
day, the first business day thereafter)


 


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after the Issue Date of
the Initial Securities and shall keep the Exchange Offer Registration Statement
effective for not less than 20 business days (or longer, if required by
applicable law) after the date notice of the Registered Exchange Offer is
mailed to the Holders (such period being called the “Exchange Offer
Registration Period”).


 


If the
Issuers effect the Registered Exchange Offer, the Issuers will be entitled to
close the Registered Exchange Offer 20 business days after the commencement
thereof provided that the Issuers have accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer.


 


Following
the declaration of the effectiveness of the Exchange Offer Registration
Statement, the Issuers shall promptly commence the Registered Exchange Offer,
it being the objective of such Registered Exchange Offer to enable each Holder
of Transfer Restricted Securities (as defined in Section 6 hereof)
electing to exchange the Initial Securities for Exchange Securities (assuming
that such Holder is not an affiliate of the Issuers within the meaning of the
Securities Act, acquires the Exchange Securities in the ordinary course of such
Holder’s business and has no arrangements with any person to participate in the
distribution of the Exchange Securities and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer)
to trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States.


 


The
Issuers acknowledge that, pursuant to current interpretations by the Commission’s
staff of Section 5 of the Securities Act, in the absence of an applicable
exemption therefrom, (i) each Holder which is a broker-dealer electing to
exchange Securities, acquired for its own account as a result of market making
activities or other trading activities, for Exchange Securities (an “Exchanging
Dealer”), is required to deliver a prospectus containing the information set
forth in (a) Annex A hereto on the cover, (b) Annex B
hereto in the “Exchange Offer Procedures” section and the “Purpose of the
Exchange Offer” section, and (c) Annex C hereto in the “Plan of
Distribution” section of such prospectus in connection with a sale of any
such Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) if the Initial Purchasers elect to sell
Exchange Securities acquired in exchange for Securities constituting any
portion of an unsold allotment, they are required to deliver a prospectus
containing the information required by Items 507 or 508 of Regulation S-K under
the Securities Act, as applicable, in connection with such sale.


 


The
Issuers shall use their reasonable 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 such persons must comply with such requirements in
order to resell the Exchange Securities; provided, however, that (i) in
the case where such prospectus and any amendment or supplement thereto must be
delivered by an Exchanging Dealer or the Initial Purchasers, such period shall
be the lesser of 180 days and the date on which all Exchanging Dealers and the
Initial Purchasers have sold all Exchange Securities held by them (unless such
period is extended pursuant to Section 3(j) below) and (ii) the Issuers
shall make such prospectus and any amendment or supplement thereto, available
to any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 90 days after the consummation of the
Registered Exchange Offer.


 


If,
upon consummation of the Registered Exchange Offer, the Initial Purchasers hold
Initial Securities acquired by it as part of its initial distribution, the
Issuers, simultaneously with the delivery of the Exchange Securities pursuant
to the Registered Exchange Offer, shall issue and deliver to the Initial
Purchasers upon their written request, in exchange (the “Private Exchange”) for
the Initial Securities held by


 


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the Initial Purchasers, a
like principal amount of debt securities of the Issuer issued under the
Indenture and identical in all material respects (including the existence of
restrictions on transfer under the Securities Act and the securities laws of
the several states of the United States, but excluding provisions relating to
the matters described in Section 6 hereof) to the Initial Securities (the “Private
Exchange Securities”).  The Initial
Securities, the Exchange Securities and the Private Exchange Securities are
herein collectively called the “Securities”.


 


In
connection with the Registered Exchange Offer, the Issuers shall:


 


(a)  mail to each Holder a copy of the
prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents;


 


(b)  utilize the services of a depositary
for the Registered Exchange Offer with an address in the Borough of Manhattan,
The City of New York, which may be the Trustee or an affiliate of the Trustee;


 


(c)  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 Registered Exchange Offer shall remain open; and


 


(d)  otherwise comply with all applicable
laws.


 


As
soon as practicable after the close of the Registered Exchange Offer or the
Private Exchange, as the case may be, the Issuers shall:


 


(x)  accept for exchange all the Securities
validly tendered and not withdrawn pursuant to the Registered Exchange Offer
and the Private Exchange;


 


(y)  deliver to the Trustee for cancellation
all the Initial Securities so accepted for exchange; and


 


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


 


The
Indenture will provide that the Exchange Securities will not be subject to the
transfer restrictions set forth in the Indenture and that all the Securities
will vote and consent together on all matters as one class and that none of the
Securities will have the right to vote or consent as a class separate from one
another on any matter.


 


Interest
on each Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last
interest payment date on which interest was paid on the Initial Securities
surrendered in exchange therefor or, if no interest has been paid on the
Initial Securities, from the date of original issue of the Initial Securities.


 


Each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Issuers that at the time of the consummation of the Registered
Exchange Offer (i) any Exchange Securities received by such Holder will be
acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the
distribution of the Securities or the


 


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Exchange Securities
within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,”
as defined in Rule 405 of the Securities Act, of any Issuer or if it is an
affiliate, such Holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable, (iv) if
such Holder is not a broker-dealer, that it is not engaged in, and does not
intend to engage in, the distribution of the Exchange Securities and (v) if
such Holder is a broker-dealer, that it will receive Exchange Securities for
its own account in exchange for Initial Securities that were acquired as a
result of market-making activities or other trading activities and that it will
be required to acknowledge that it will deliver a prospectus in connection with
any resale of such Exchange Securities.


 


Notwithstanding
any other provisions hereof, the Issuers will ensure that (i) any Exchange
Offer Registration Statement and any amendment thereto and any prospectus
forming part thereof and any supplement thereto complies in all material
respects with the Securities Act and the rules and regulations thereunder,
(ii) any Exchange Offer Registration Statement and any amendment thereto
does not, when it becomes effective, 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 not misleading and (iii) any
prospectus forming part of any Exchange Offer Registration Statement, and any
supplement to such prospectus, does not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.


 


2.  Shelf Registration. 
If, (i) because of any change in law or in applicable
interpretations thereof by the staff of the Commission, the Issuers are not
permitted to effect a Registered Exchange Offer, as contemplated by Section 1
hereof, (ii) the Registered Exchange Offer is not consummated within 270
days of the Issue Date, (iii) the Initial Purchasers so request with
respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder (other than an Exchanging Dealer) is not eligible to
participate in the Registered Exchange Offer or, in the case of any Holder
(other than an Exchanging Dealer) that participates in the Registered Exchange
Offer, such Holder does not receive freely tradeable Exchange Securities on the
date of the exchange, the Issuers shall take the following actions:


 


(a)  The Issuers shall, at their cost, as
promptly as practicable file with the Commission and thereafter shall use their
reasonable best efforts to cause to be declared effective a registration
statement (the “Shelf Registration Statement” and, together with the Exchange
Offer Registration Statement, a “Registration Statement”) on an appropriate
form under the Securities Act relating to the offer and sale of the Transfer
Restricted Securities (as defined in Section 6 hereof) by the Holders
thereof from time to time in accordance with the methods of distribution set
forth in the Shelf Registration Statement and Rule 415 under the
Securities Act (hereinafter, the “Shelf Registration”) within the later of (1) 270
days after the Issue Date, or (2) 90 days after the obligation to file
such Shelf Registration Statement arises; provided, however, that no Holder
(other than the Initial Purchasers) shall be entitled to have the Securities
held by it covered by such Shelf Registration Statement unless such Holder agrees
in writing to be bound by all the provisions of this Agreement applicable to
such Holder.


 


(b)  The Issuers shall use their reasonable
best efforts to keep the Shelf Registration Statement continuously effective in
order to permit the prospectus included therein to be lawfully delivered by the
Holders of the relevant Securities, until the earlier of (1) two years
after the date on which the Shelf Registration Statement is declared effective
(or for such longer period if extended pursuant to Section 3(j) below), (2) the
time when all the Securities covered by the Shelf


 


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Registration
Statement have been sold pursuant thereto, or (3) the time when all the
Securities cease to be restricted securities (as defined in Rule 144 under
the Securities Act, or any successor rule thereof).  The Issuers shall be deemed not to have used
their reasonable best efforts to keep the Shelf Registration Statement
effective during the requisite period if it voluntarily takes any action that
would result in Holders of Securities covered thereby not being able to offer
and sell such Securities during that period, unless such action is (x) required
by applicable law or (y) permitted pursuant to Section 3(j) hereof.


 


(c)  Notwithstanding any other provisions of
this Agreement to the contrary, the Issuers shall cause the Shelf Registration
Statement and the related prospectus and any amendment or supplement thereto,
as of the effective date of the Shelf Registration Statement, amendment or
supplement, (i) to comply in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of the
Commission and (ii) not to contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.


 


3.  Registration Procedures. 
In connection with any Shelf Registration contemplated by Section 2
hereof and, to the extent applicable, any Registered Exchange Offer
contemplated by Section 1 hereof, the following provisions shall apply:


 


(a)  The Issuers shall (i) furnish to
the Initial Purchasers, prior to the filing thereof with the Commission, a copy
of the Registration Statement and each amendment thereof and each supplement,
if any, to the prospectus included therein and, in the event that the Initial
Purchasers (with respect to any portion of an unsold allotment from the
original offering) are participating in the Registered Exchange Offer or the
Shelf Registration Statement, the Issuers shall use their reasonable best
efforts to reflect in each such document, when so filed with the Commission,
such comments as the Initial Purchasers reasonably may propose; (ii) include
the information set forth in Annex A hereto on the cover, in Annex B
hereto in the “Exchange Offer Procedures” section and the “Purpose of the
Exchange Offer” section and in Annex C hereto in the “Plan of
Distribution” section of the prospectus forming a part of the Exchange
Offer Registration Statement and include the information set forth in Annex
D hereto in the Letter of Transmittal delivered pursuant to the Registered
Exchange Offer; (iii) if requested by the Initial Purchasers or to the
extent then applicable to foreign private issuers, include the information
required by Items 507 or 508 of Regulation S-K under the Securities Act, as
applicable, in the prospectus forming a part of the Exchange Offer Registration
Statement; (iv) 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
Commission with respect to the potential “underwriter” status of any
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of
Exchange Securities received by such broker-dealer in the Registered Exchange
Offer (a “Participating Broker-Dealer”), whether such positions or policies
have been publicly disseminated by the staff of the Commission or such
positions or policies, in the reasonable judgment of the Initial Purchasers
based upon advice of counsel (which may be in-house counsel), represent the
prevailing views of the staff of the Commission; and (v) in the case of a
Shelf Registration Statement, include the names of the Holders, who propose to
sell Securities pursuant to the Shelf Registration Statement, as selling
securityholders.


 


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(b)  The Issuers shall give written notice
to the Initial Purchasers, the Holders of the Securities and any Participating
Broker-Dealer from whom the Issuers have received prior written notice that it
will be a Participating Broker-Dealer in the Registered Exchange Offer (which
notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes
have been made):


 


(i)  when the Registration Statement or any
amendment thereto has been filed with the Commission and when the Registration
Statement or any post-effective amendment thereto has become effective;


 


(ii)  of any request by the Commission for
amendments or supplements to the Registration Statement or the prospectus
included therein or for additional information;


 


(iii)  of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose;


 


(iv)  of the receipt by the Issuers or their
legal counsel of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose; and


 


(v)  of the happening of any event that
requires the Issuers to make changes in the Registration Statement or the
prospectus in order that the Registration Statement or the prospectus do not
contain an untrue statement of a material fact nor omit to state 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.


 


(c)  The Issuers shall make every reasonable
effort to obtain the withdrawal at the earliest possible time, of any order
suspending the effectiveness of the Registration Statement.


 


(d)  The Issuers shall furnish to each
Holder of Securities included within the coverage of the Shelf Registration,
without charge, at least one copy of the Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
and, if the Holder so requests in writing, all exhibits thereto (including
those, if any, incorporated by reference).


 


(e)  The Issuers shall deliver to each
Exchanging Dealer and the Initial Purchasers, and to any other Holder who so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if the Initial Purchasers or any such Holder
request, all exhibits thereto (including those, if any, incorporated by
reference).


 


(f)  The Issuers shall, during the Shelf
Registration Period, deliver to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, as many copies of the
prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person
may reasonably request. The Issuers consent, subject to the provisions of this
Agreement, to the use of the prospectus or any amendment or supplement thereto
by each of the selling Holders of the Securities in connection


 


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with
the offering and sale of the Securities covered by the prospectus, or any
amendment or supplement thereto, included in the Shelf Registration Statement.


 


(g)  The Issuers shall deliver to the
Initial Purchasers, any Exchanging Dealer, any Participating Broker-Dealer and
such other persons required to deliver a prospectus following the Registered
Exchange Offer, without charge, as many copies of the final prospectus included
in the Exchange Offer Registration Statement and any amendment or supplement
thereto as such persons may reasonably request. 
The Issuers consent, subject to the provisions of this Agreement, to the
use of the prospectus or any amendment or supplement thereto by the Initial
Purchasers, if necessary, any Participating Broker-Dealer and such other
persons required to deliver a prospectus following the Registered Exchange
Offer in connection with the offering and sale of the Exchange Securities
covered by the prospectus, or any amendment or supplement thereto, included in
such Exchange Offer Registration Statement.


 


(h)  Prior to any public offering of the
Securities, pursuant to any Registration Statement, the Issuers shall register
or qualify or cooperate with the Holders of the Securities included therein and
their respective counsel in connection with the registration or qualification
of the Securities for offer and sale under the securities or “blue sky” laws of
such states of the United States as any Holder of the Securities reasonably
requests in writing and do any and all other acts or things necessary or
advisable to enable the offer and sale in such jurisdictions of the Securities
covered by such Registration Statement; provided, however, that the Issuers
shall not be required to (i) qualify to do business in any jurisdiction
where it is not then so qualified or (ii) take any action which would
subject it to service of process or to taxation in any jurisdiction where it is
not then so subject.


 


(i)  The Issuers shall cooperate with the
Holders of the Securities to facilitate the timely preparation and delivery of
certificates representing the Securities to be sold pursuant to any
Registration Statement free of any restrictive legends and in such
denominations consistent with the provision of the Indenture and registered in
such names as the Holders may request a reasonable period of time prior to
sales of the Securities pursuant to such Registration Statement.


 


(j)  Upon the occurrence of any event
contemplated by paragraphs (ii) through (v) of Section 3(b) above
during the period for which the Issuers are required to maintain an effective
Registration Statement, the Issuers shall promptly prepare and file a post-effective
amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter delivered to
Holders of the Securities or purchasers of Securities, the prospectus will not
contain an 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.  If the Issuers notify the Initial Purchasers,
the Holders of the Securities and any known Participating Broker-Dealer in
accordance with paragraphs (ii) through (v) of Section 3(b) above
to suspend the use of the prospectus until the requisite changes to the
prospectus have been made, then the Initial Purchasers, the Holders of the
Securities and any such Participating Broker-Dealers shall suspend use of such
prospectus, and the period of effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange Offer Registration
Statement provided for in Section 1 above shall each be extended by the
number of days from and including the date of the giving of such notice to and
including the date when the Initial Purchasers, the Holders of the Securities
and any known Participating Broker-Dealer shall have received such amended or
supplemented prospectus pursuant to this Section 3(j).


 


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(k)  Not later than the effective date of
the applicable Registration Statement, the Issuers will provide a CUSIP number
for the Initial Securities, the Exchange Securities or the Private Exchange
Securities, as the case may be, and provide the applicable trustee with printed
certificates for the Initial Securities, the Exchange Securities or the Private
Exchange Securities, as the case may be, in a form eligible for deposit with
The Depository Trust Company.


 


(l)  The Issuers will comply with all rules and
regulations of the Commission to the extent and so long as they are applicable
to the Registered Exchange Offer or the Shelf Registration and will make
generally available to its security holders (or otherwise provide in accordance
with Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act, no
later than 45 days after the end of a 12-month period (or 90 days, if such
period is a fiscal year) beginning with the first month of the Company’s first
fiscal quarter commencing after the effective date of the Registration
Statement, which statement shall cover such 12-month period.


 


(m)  The Issuers shall cause the Indenture
to be qualified under the Trust Indenture Act of 1939, as amended, in a timely
manner and containing such changes, if any, as shall be necessary for such
qualification.  In the event that such
qualification would require the appointment of a new trustee under the
Indenture, the Issuers shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.


 


(n)  The Issuers may require each Holder of
Securities to be sold pursuant to the Shelf Registration Statement to furnish
to the Company such information regarding the Holder and the distribution of
the Securities as the Issuers may from time to time reasonably require for
inclusion in the Shelf Registration Statement, and the Issuers may exclude from
such registration the Securities of any Holder that unreasonably fails to
furnish such information within a reasonable time after receiving such request.


 


(o)  The Issuers shall enter into such
customary agreements (including, if requested, an underwriting agreement in
customary form) and take all such other action, if any, as any Holder of the
Securities shall reasonably request in order to facilitate the disposition of
the Securities pursuant to any Shelf Registration.


 


(p)  In the case of any Shelf Registration,
the Issuers shall (i) make reasonably available for inspection by the
Holders of the Securities, any underwriter participating in any disposition
pursuant to the Shelf Registration Statement and any attorney, accountant or
other agent retained by the Holders of the Securities or any such underwriter
all relevant financial and other records, pertinent corporate documents and
properties of the Issuers and (ii) cause the Issuers’ officers, directors,
employees, accountants and auditors to supply all relevant information
reasonably requested by the Holders of the Securities or any such underwriter,
attorney, accountant or agent in connection with the Shelf Registration
Statement, in each case, as shall be reasonably necessary to enable such
persons, to conduct a reasonable investigation within the meaning of Section 11
of the Securities Act; provided, however, that the foregoing inspection and
information gathering shall be coordinated on behalf of the Initial Purchasers
by you and on behalf of the other parties, by one counsel designated by and on
behalf of such other parties as described in Section 4 hereof; and
provided further that any information that is designated in writing by any of the
Issuers, in good faith, as confidential at the time of inspection of such
information shall be kept confidential by the Holders or any such attorney,
accountant or agent, unless such disclosure is made in connection


 


8





















 


with a
court proceeding or required by law, rule or regulation or such
information becomes available to the public generally or through a third party
without any accompanying obligation of confidentiality.


 


(q)  In the case of any Shelf Registration,
the Issuers, if reasonably requested by any Holder of Securities covered
thereby, shall cause (i) their counsel to deliver an opinion and updates
thereof relating to the Securities in customary form addressed to such Holders
and the managing underwriters, if any, thereof and dated, in the case of the
initial opinion, the effective date of such Shelf Registration Statement (it
being agreed that the matters to be covered by such opinion shall include,
without limitation, the compliance as to form of such Shelf Registration
Statement and any documents incorporated by reference therein and of the
Indenture with the requirements of the Securities Act and the Trust Indenture
Act, respectively; and, as of the date of the opinion and as of the effective date
of the Shelf Registration Statement or most recent post-effective amendment
thereto, as the case may be, the absence from such Shelf Registration Statement
and the prospectus included therein, as then amended or supplemented, and from
any documents incorporated by reference therein of an untrue statement of a
material fact or the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (in
the case of any such documents, in the light of the circumstances existing at
the time that such documents were filed with the Commission under the Exchange
Act); (ii) their officers to execute and deliver all customary documents
and certificates and updates thereof requested by any underwriters of the
applicable Securities and (iii) their independent public accountants and
the independent public accountants with respect to any other entity for which
financial information is provided in the Shelf Registration Statement to
provide to the selling Holders of the applicable Securities and any underwriter
therefor a comfort letter in customary form and covering matters of the type
customarily covered in comfort letters in connection with primary underwritten
offerings, subject to receipt of appropriate documentation as contemplated, and
only if permitted, by Statement of Auditing Standards No. 72.


 


(r)  In the case of the Registered Exchange
Offer, if requested by the Initial Purchasers or any known Participating
Broker-Dealer, the Issuers shall cause (i) their counsel to deliver to the
Initial Purchasers or such Participating Broker-Dealer a signed opinion as is
customary in connection with the preparation of a Registration Statement for
transactions of this nature which shall include certain matters set forth in
Annex A and Annex B of the Purchase Agreement and (ii) their
independent public accountants and the independent public accountants with
respect to any other entity for which financial information is provided in the
Registration Statement to deliver to the Initial Purchasers or such
Participating Broker-Dealer a comfort letter in customary form for transactions
of this nature which shall include certain matters set forth in Annex C and
Annex D of the Purchase Agreement.


 


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


 


(t)  The Issuers will use their reasonable
best efforts to (a) if the Initial Securities have been rated prior to the
initial sale of such Initial Securities, confirm such ratings will apply to the


 


9





















 


Securities
covered by a Registration Statement, or (b) if the Initial Securities were
not previously rated, cause the Securities covered by a Registration Statement
to be rated with the appropriate rating agencies, if so requested by Holders of
a majority in aggregate principal amount of Securities covered by such
Registration Statement, or by the managing underwriters, if any.


 


(u)  In the event that any broker-dealer
registered under the Exchange Act shall underwrite any Securities or
participate as a member of an underwriting syndicate or selling group or “assist
in the distribution” (within the meaning of the Conduct Rules (the “Rules”)
of the National Association of Securities Dealers, Inc. (“NASD”)) thereof,
whether as a Holder of such Securities or as an underwriter, a placement or
sales agent or a broker or dealer in respect thereof, or otherwise, the Issuers
will assist such broker-dealer in complying with the requirements of such
Rules, including, without limitation, by (i) if such Rules, including Rule 2720,
shall so require, engaging a “qualified independent underwriter” (as defined in
Rule 2720) to participate in the preparation of the Registration Statement
relating to such Securities, to exercise usual standards of due diligence in
respect thereto and, if any portion of the offering contemplated by such
Registration Statement is an underwritten offering or is made through a
placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying
any such qualified independent underwriter to the extent of the indemnification
of underwriters provided in Section 5 hereof and (iii) providing such
information to such broker-dealer as may be required in order for such broker-dealer
to comply with the requirements of the Rules.


 


(v)  The Issuers shall either notify of the
exchange contemplated herein to, or register the Securities with, the Seción
Especial (Special Section) of the Registro Nacional de Valores (National
Securities Registry) maintained by the Comisión Nacional Bancaria y de Valores
(National Banking and Securities Commission) of Mexico.


 


(w)  The Issuers shall use their reasonable
best efforts to take all other steps necessary to effect the registration of
the Securities covered by a Registration Statement contemplated hereby.


 


(x)  The Company may require each Holder of
Transfer Restricted Securities to be registered pursuant to any Shelf
Registration Statement to furnish to the Company such information concerning the
Holder and the distribution of such Transfer Restricted Securities as the
Company may from time to time reasonably require for inclusion in such Shelf
Registration Statement, and the Company may exclude from such registration the
Transfer Restricted Securities of any Holder that fails to furnish such
information within a reasonable time after receiving such request.  Each such Holder agrees to notify the Company
as promptly as practicable of any inaccuracy or change in information
previously furnished by such Holder to the Company or of the occurrence of any
event, in either case, as a result of which any prospectus relating to such
registration contains or would contain an untrue statement of a material fact
regarding such Holder or such Holder’s intended method of distribution of such
Transfer Restricted Securities, or omits to state a material fact regarding
such Holder or such Holder’s intended method of distribution of such Transfer
Restricted Securities, required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing,
and promptly to furnish to the Company any additional information required to
correct and update any previously furnished information or required so that
such prospectus shall not contain, with respect to such Holder or the
distribution of such Transfer Restricted Securities, an untrue statement of a
material fact or omit to state material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing.   Each such
Holder shall comply with the provisions of the Securities Act applicable to
such Holder with respect to the disposition


 


10





















 


by
such Holder of Transfer Restricted Subsidiaries covered by such registration
statement in accordance with the intended methods of disposition by such Holder
set forth in such registration statement.


 


4.  Registration Expenses. 
The Issuers shall bear all fees and expenses incurred in connection with
the performance of its obligations under Sections 1 through 3 hereof (including
the reasonable fees and expenses, if any, of counsel to the Initial Purchasers
incurred in connection with the Registered Exchange Offer in an aggregate
amount not to exceed US$5,000), whether or not the Registered Exchange Offer or
a Shelf Registration is filed or becomes effective, and, in the event of a
Shelf Registration, shall bear or reimburse the Holders of the Securities
covered thereby for the reasonable fees and disbursements of one firm of
counsel designated by the Holders of a majority in principal amount of the
Initial Securities covered thereby to act as counsel for the Holders of the
Initial Securities in connection therewith.


 


5.  Indemnification.  (a) 
Each of Issuers, jointly and severally, agrees to indemnify and hold harmless
each Holder of the Securities, any Participating Broker-Dealer and each person,
if any, who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the “Indemnified Parties”) from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse,
as incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided, however, that (i) the
Issuers shall not be liable in any such case to the extent that such loss,
claim, damage or liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Holder and
furnished to the Issuers by or on behalf of such Holder specifically for
inclusion therein and (ii) with respect to any untrue statement or
omission or alleged untrue statement or omission made in any preliminary
prospectus relating to a Shelf Registration Statement, the indemnity agreement
contained in this subsection (a) shall not inure to the benefit of
any Holder or Participating Broker-Dealer from whom the person asserting any
such losses, claims, damages or liabilities purchased the Securities concerned,
to the extent that a prospectus relating to such Securities was required to be
delivered by such Holder or Participating Broker-Dealer under the Securities
Act in connection with such purchase and any such loss, claim, damage or
liability of such Holder or Participating Broker-Dealer results from the fact
that there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Securities to such person, a copy of the final
prospectus if the Issuers had previously furnished copies thereof to such
Holder or Participating Broker-Dealer; provided further, however, that this
indemnity agreement will be in addition to any liability which the Issuers may
otherwise have to such Indemnified Party. 
The Issuers shall also indemnify underwriters, their officers and
directors and each person who controls such underwriters within the meaning of
the Securities Act or the Exchange Act to the same extent as provided above
with respect to the indemnification of the Holders of the Securities if
requested by such Holders.


 


11





















 


(b)  Each
Holder of the Securities, severally and not jointly, will indemnify and hold
harmless the Issuers and each person, if any, who controls the Issuers within
the meaning of the Securities Act or the Exchange Act and such Issuer’s
officers and directors from and against any losses, claims, damages or
liabilities or any actions in respect thereof, to which the Issuers or any such
controlling person may become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such losses, claims, damages, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement or
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration, or arise out of or are based upon
the omission or alleged omission to state therein a material fact necessary to
make the statements therein not misleading, but in each case only to the extent
that the untrue statement or omission or alleged untrue statement or omission
was made in reliance upon and in conformity with written information pertaining
to such Holder and furnished to the Issuers by or on behalf of such Holder
specifically for inclusion therein; and, subject to the limitation set forth
immediately preceding this clause, shall reimburse, as incurred, the Issuers
for any legal or other expenses reasonably incurred by the Issuers or any such
controlling person in connection with investigating or defending any loss,
claim, damage, liability or action in respect thereof.  This indemnity agreement will be in addition
to any liability that such Holder may otherwise have to the Issuer or any of
their controlling persons.


 


(c)  Promptly
after receipt by an indemnified party under this Section 5 of notice of
the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is
to be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve the indemnifying party from any liability
that it may have under subsection (a) or (b) above except to the
extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided further that the
failure to notify the indemnifying party shall not relieve it from any
liability that it may have to an indemnified party otherwise than under subsection
(a) or (b) above.  In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this Section 5
for any legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense
thereof.  No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action, and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.


 


(d)  If
the indemnification provided for in this Section 5 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to in subsection (a) or
(b) above (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party or parties on the one hand
and the indemnified party on the other from the exchange of the Securities,
pursuant to the Registered Exchange Offer, or (ii) if the allocation
provided by the foregoing clause (i) is not permitted by


 


12





















 


applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the indemnifying
party or parties on the one hand and the indemnified party on the other in
connection with the 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 Issuers on the one hand or such Holder
or such other indemnified party, as the case may be, on the other, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. 
The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this subsection (d) shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d).  Notwithstanding any other provision of this Section 5(d),
the Holders of the Securities shall not be required to contribute any amount in
excess of the amount by which the net proceeds received by such Holders from
the sale of the Securities pursuant to a Registration Statement exceeds the
amount of damages which such Holders have otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. 
For purposes of this paragraph (d), each person, if any, who controls
such indemnified party within the meaning of the Securities Act or the Exchange
Act shall have the same rights to contribution as such indemnified party and
each person, if any, who controls the Issuers within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution
as the Issuers.


 


(e)  The
agreements contained in this Section 5 shall survive the sale of the
Securities pursuant to a Registration Statement and shall remain in full force
and effect, regardless of any termination or cancellation of this Agreement or
any investigation made by or on behalf of any indemnified party.


 


6.  Liquidated Damages Under Certain Circumstances.  (a)  Liquidated damages (the “Liquidated
Damages”) with respect to the Initial Securities shall be assessed as follows
if any of the following events occur (each such event in clauses (i) through
(ii) below a “Registration Default”:


 


(i)  If (A) by May 26, 2006, the
Exchange Offer Registration Statement has not been declared effective or (B) by
June 25, 2006, the Registered Exchange Offer is not consummated, in each
such case, a Shelf Registration Statement is not declared effective by the
Commission on or prior to the later of (x) June 25, 2006 or (y) 90
days after the obligation to file such Shelf Registration Statement arises; or


 


(ii)  If after either the Exchange Offer
Registration Statement or the Shelf Registration Statement is declared
effective (A) such Registration Statement thereafter ceases to be
effective or (B) such Registration Statement or the related prospectus
ceases to be usable (except as permitted in paragraph (b)) in connection
with resales of Transfer Restricted Securities during the periods specified
herein because either (1) any event occurs as a result of which the
related prospectus forming part of such Registration Statement would include
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein in the light of the circumstances
under which they were made not misleading, or (2) it shall be necessary to
amend such Registration Statement or supplement the related prospectus, to
comply with the Securities Act or the Exchange Act or the respective rules thereunder.


 


13





















 


Liquidated Damages shall
accrue on the Initial Securities over and above the interest set forth in the
title of the Securities from and including the date on which any such
Registration Default shall occur to but excluding the date on which all such
Registration Defaults have been cured, at a rate of 0.25% per annum until the
first anniversary of the Issue Date and 0.50% per annum thereafter.


 


(b)  A
Registration Default referred to in Section 6(a)(ii)(B) hereof shall
be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Issuers where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events, with
respect to the Issuers that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of
clause (y), the Issuers are suspending the Shelf Registration Statement for
valid business reasons (not including avoidance of the Issuers’ obligations
hereunder), including the acquisition or divestiture of assets and, if deemed
necessary or appropriate by the Issuers, the Issuers are proceeding promptly and
in good faith to amend or supplement such Shelf Registration Statement and
related prospectus to describe such events; provided, however, that in any case
if such Registration Default occurs for a continuous period in excess of 45
days Liquidated Damages shall be payable in accordance with the above paragraph
from the day such Registration Default occurs until such Registration Default
is cured.


 


(c)  Any
amounts of Liquidated Damages due pursuant to clause (i), (ii) or (iii) of
Section 6(a) above will be payable in cash on the regular interest
payment dates with respect to the Initial Securities. The amount of Liquidated
Damages will be determined by multiplying the applicable Liquidated Damages
rate by the principal amount of the Initial Securities, multiplied by a
fraction, the numerator of which is the number of days such Liquidated Damages
rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months), and the denominator of which is 360.


 


(d)  “Transfer
Restricted Securities” means each Security until (i) the date on which
such Transfer Restricted Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the
Registered Exchange Offer of a Initial Security for an Exchange Note, the date
on which such Exchange Note is sold to a purchaser who receives from such
broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on
which such Initial Security has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf Registration
Statement or (iv) the date on which such Initial Securities is distributed
to the public pursuant to Rule 144 under the Securities Act or is saleable
pursuant to Rule 144(k) under the Securities Act.


 


7.  Rules 144 and 144A.  The Company shall use
its reasonable best efforts to file the reports required to be filed by it
under the Securities Act and the Exchange Act in a timely manner and, if at any
time the Company is not required to file such reports, it will, upon the
request of any Holder of Initial Securities, make publicly available other
information so long as necessary to permit sales of their securities pursuant
to Rules 144 and 144A.  The Company
covenants that it will take such further action as any Holder of Initial
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Initial Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144
and 144A (including the requirements of Rule 144A(d)(4)).  The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Company by the Initial Purchasers upon request. 
Upon the request of any Holder of Initial Securities, the Company shall
deliver to such Holder a written statement as to whether it has complied with
such


 


14





















 


requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed
to require the Company to register any of its securities pursuant to the
Exchange Act.


 


8.  Underwritten Registrations. No person may participate in any
underwritten registration hereunder unless such person (i) agrees to sell
such person’s Transfer Restricted Securities on the basis reasonably provided
in any underwriting arrangements approved by the persons entitled hereunder to
approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.


 


9.  Miscellaneous.


 


(a)  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, except by the
Issuers and the written consent of the Holders of a majority in principal
amount of the Securities affected by such amendment, modification, supplement,
waiver or consents.


 


(b)  Notices.  All notices and other communications
provided for or permitted hereunder shall be made in writing by hand delivery,
first-class mail, facsimile transmission, or air courier which guarantees
overnight delivery:


 


(1) 
if to a Holder of the Securities, at the most current address given by such
Holder to the Company.


 


(2) 
if to the Initial Purchasers:


 


Credit
Suisse First Boston LLC


Eleven
Madison Avenue


New
York, NY 10010-3629


Fax
No.:  (212) 325-4296


Attention:  Transactions Advisory Group


 


with a
copy to:


 


Cleary
Gottlieb Steen & Hamilton LLP


One
Liberty Plaza


New York,
NY 10006


U.S.A.


 


(3)                                  if
to the Issuers:


 


Roberto
Carrillo Herrera


Chief
Financial Officer

Desarrolladora Homex, S.A. de C.V.


Gutemberg #219


Colonia Nueva Anzures


Miguel Hidalgo, 11590


Mexico City, Mexico


 


15





















 


All
such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally
delivered; three business days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile
machine operator, if sent by facsimile transmission; and on the day delivered,
if sent by overnight air courier guaranteeing next day delivery.


 


(c)  No Inconsistent Agreements.  The Issuers have not,
as of the date hereof, entered into, nor shall it, on or after the date hereof,
enter into, any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.


 


(d)  Successors and Assigns.  This Agreement shall be
binding upon the Issuers and their successors and assigns.


 


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


 


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


 


(g)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.


 


(h)  Severability.  If any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.


 


(i)  Securities Held by the Issuers.  Whenever the
consent or approval of Holders of a specified percentage of principal amount of
Securities is required hereunder, Securities held by any Issuer or its
affiliates (other than subsequent Holders of Securities if such subsequent
Holders are deemed to be affiliates solely by reason of their holdings of such
Securities) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.


 


(j)  
Agent for Service; Submission to Jurisdiction;
Waiver of Immunities.  By the execution and delivery of
this Agreement, each Issuer (i) acknowledges that it has, by separate
written instrument, irrevocably designated and appointed CT Corporation System
with offices currently at 111 Eighth Avenue, New York, New York 10011
(and any successor entity), as its authorized agent upon which process may be
served in any suit or proceeding arising out of or relating to this Agreement
that may be instituted in any federal or state court in the State of New York
or brought under federal or state securities laws, and acknowledges that CT
Corporation System has accepted such designation and (ii) agrees that
service of process upon CT Corporation System and written notice of said service
to each Issuer shall be deemed in every respect effective service of process
upon it in any such suit or proceeding. 
Each of the parties hereto hereby submits to the jurisdiction of the
courts specified in the prior sentence and to the courts of its own corporate
domicile, in respect of actions brought against each such party as a defendant
and waives any right to which it may be entitled on account of place of
residence or domicile.  Each Issuer
further agrees to take any and all action, including the execution and filing
of any and all such documents and instruments, as may be necessary to continue
such designation and appointment of CT Corporation System in full force and


 


16





















 


effect so long as any of
the Securities shall be outstanding.  To
the extent that any Issuer may acquire any immunity from jurisdiction of any
court or from any legal process (whether through service of notice, attachment
prior to judgment, attachment in aid of execution, execution or otherwise) with
respect to itself or its property, it hereby irrevocably waives such immunity
in respect of this Agreement, to the fullest extent permitted by law.


 


[This space intentionally left
blank.]


 


17





















 


Registration Rights Agreement


 


If the
foregoing is in accordance with your understanding of our agreement, please
sign and return to the Company a counterpart hereof, whereupon this instrument,
along with all counterparts, will become a binding agreement among the Initial
Purchasers, the Company and the Guarantors in accordance with its terms.


 


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  DESARROLLADORA
  HOMEX, S.A. de C. V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roberto
  Carrillo

  	
   

  
	
   

  	
  Name: Roberto Carrillo

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PROYECTOS
  INMOBILIARIOS DE CULIACÁN,

  
	
   

  	
  S.A. de C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roberto
  Carrillo

  	
   

  
	
   

  	
  Name: Roberto Carrillo

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  DESARROLLADORA
  DE CASAS DEL

  
	
   

  	
  NOROESTE, S.A.
  de C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roberto
  Carrillo

  	
   

  
	
   

  	
  Name: Roberto Carrillo

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CASAS BETA DEL
  CENTRO, S.A. de C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roberto
  Carrillo

  	
   

  
	
   

  	
  Name: Roberto Carrillo

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  CASAS BETA DEL
  NORTE, S.A. de C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roberto
  Carrillo

  	
   

  
	
   

  	
  Name: Roberto Carrillo

  
	
   

  	
  Title: Chief Financial Officer

  



 


18





















 


	
   

  	
  CASAS BETA DEL
  NOROESTE, S.A. de C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roberto
  Carrillo

  	
   

  
	
   

  	
  Name: Roberto Carrillo

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  EDIFICACIONES
  BETA, S.A. de C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roberto
  Carrillo

  	
   

  
	
   

  	
  Name: Roberto Carrillo

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  EDIFICACIONES
  BETA DEL NOROESTE, S.A. de

  C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roberto
  Carrillo

  	
   

  
	
   

  	
  Name: Roberto Carrillo

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  EDIFICACIONES
  BETA DEL NORTE, S.A. de

  C.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roberto
  Carrillo

  	
   

  
	
   

  	
  Name: Roberto Carrillo

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  The foregoing
  Registration Rights Agreement

  	
   

  
	
  is hereby confirmed and accepted

  	
   

  
	
  as of the date first above written.

  	
   

  
	
   

  	
   

  
	
  Acting on behalf of itself

  	
   

  
	
  and as the Representative of

  	
   

  
	
  the several Purchasers

  	
   

  
	
   

  	
   

  
	
  By CREDIT SUISSE
  FIRST BOSTON LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


19





















 


ANNEX A


 


 


Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.  The Letter of Transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.  This Prospectus, as it
may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired by
such broker-dealer as a result of market-making activities or other trading
activities.  The Issuers have agreed
that, for a period of 180 days after the Expiration Date (as defined herein),
it will make this Prospectus available to any broker-dealer for use in
connection with any such resale.  See “Plan
of Distribution.”


 


20





















 


ANNEX B


 


 


Each
broker-dealer that receives Exchange Securities for its own account in exchange
for Securities, where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. 
See “Plan of Distribution.”


 


21





















 


ANNEX C


 


 


PLAN OF DISTRIBUTION


 


Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.  This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired as a result of market-making
activities or other trading activities. 
The Issuers have agreed that, for a period of 180 days after the Expiration
Date, they will make this prospectus, as amended or supplemented, available to
any broker-dealer for use in connection with any such resale.  In addition, until                  ,
200 , all dealers effecting transactions in the Exchange Securities may be
required to deliver a prospectus.(1)


 


The
Issuers will not receive any proceeds from any sale of Exchange Securities by
broker-dealers.  Exchange Securities
received by broker-dealers for their own account pursuant to the Exchange Offer
may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of
options on the Exchange Securities or a combination of such methods of resale,
at market prices prevailing at the time of resale, at prices related to such
prevailing market prices or negotiated prices. 
Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities.  Any broker-dealer that
resells Exchange Securities that were received by it for its own account
pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an “underwriter”
within the meaning of the Securities Act and any profit on any such resale of
Exchange Securities and any commission or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities
Act.  The Letter of Transmittal states
that, by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act.


 


For a
period of 180 days after the Expiration Date the Issuers will promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal.  The Issuers have agreed to
pay all expenses incident to the Exchange Offer (including the expenses of one
counsel for the Holders of the Securities) other than commissions or
concessions of any brokers or dealers and will indemnify the Holders of the
Securities (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act.


 










(1)                                  In
addition, the legend required by Item 502(e) of Regulation S-K will appear
on the back cover page of the Exchange Offer prospectus.


 


22





















 


ANNEX D


 


 


o                                    CHECK
HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


 


	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
							



 


 


If the undersigned is not
a broker-dealer, the undersigned represents that it is not engaged in, and does
not intend to engage in, a distribution of Exchange Securities.  If the undersigned is a broker-dealer that
will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Securities; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit
that it is an “underwriter” within the meaning of the Securities Act.