0000950144-06-000141 Sample Contracts

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. WACHOVIA CAPITAL MARKETS, LLC ABN AMRO INCORPORATED HSBC...
Registration Rights Agreement • January 9th, 2006 • Lennar Corp /New/ • General bldg contractors - residential bldgs • New York

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.

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LENNAR CORPORATION as Issuer, the GUARANTORS party hereto and J.P. MORGAN TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of September 15, 2005 5.125% Senior Notes due 2010, Series A 5.125% Senior Notes due 2010, Series B
Indenture • January 9th, 2006 • Lennar Corp /New/ • General bldg contractors - residential bldgs • New York

INDENTURE, dated as of September 15, 2005, between Lennar Corporation, a Delaware corporation (the “Company”), each of the Guarantors party hereto and J.P. Morgan Trust Company, as Trustee (the “Trustee”).

EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • January 9th, 2006 • Lennar Corp /New/ • General bldg contractors - residential bldgs • New York

Lennar Corporation, a Delaware corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange up to $300,000,000 aggregate principal amount of its Series B 5.125% Senior Notes due 2010 (the “Exchange Notes”), for a like principal amount of its outstanding Series A 5.125% Senior Notes due 2010 (the “Private Notes”). The terms and conditions of the Exchange Offer are set forth in a prospectus (the “Prospectus”) included in the Company’s Registration Statement on Form S-4 (Registration No. 333-[ ]) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”), that the Company proposes to distribute to all record holders of the Private Notes. The Private Notes and the Exchange Notes are collectively referred to as the “Notes.”

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