Exhibit 99.3
EXCHANGE AGENT
AGREEMENT
J.P. Morgan Trust Company, National
Association
Ladies and Gentlemen:
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.”
The Company hereby appoints
J.P. Morgan Trust Company, National Association to act as
exchange agent (the “Exchange Agent”) in connection
with the Exchange Offer. References below to “you”
refer to J.P. Morgan Trust Company, National Association.
The Exchange Offer is expected to
be commenced by the Company on or about
[ ].
The Letter of Transmittal accompanying the Prospectus is to be used
by the holders of the Private Notes to accept the Exchange Offer
and contains instructions with respect to the delivery of
certificates for Private Notes that are tendered.
The Exchange Offer will expire at
5:00 P.M., New York City time, on
[ ],
or on any later date or time to which the Company may extend the
Exchange Offer (the “Expiration Date”). Subject to the
terms and conditions set forth in the Prospectus, the Company
expressly reserves the right to extend the Exchange Offer from time
to time and may extend the Exchange Offer by giving oral (confirmed
in writing) or written notice to you before 9:00 A.M., New
York City time, on the next business day after the previously
scheduled Expiration Date.
The Company expressly reserves
the right, in its sole discretion, to amend or terminate the
Exchange Offer, and not to accept for exchange any Private Notes
that had not already been accepted for exchange. The Company will
give oral (confirmed in writing) or written notice of any
amendment, termination or non-acceptance to you as promptly as
practicable.
In carrying out your duties as
Exchange Agent, you are to act in accordance with the following
instructions:
|
|
|
|
|
1. You
will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned “The
Exchange Offer,” in the Letter of Transmittal accompanying
the Prospectus or as specifically set forth herein; provided,
however, that in no way will your general duty to act in good faith
and without gross negligence or willful misconduct be limited by
the foregoing.
|
|
|
|
|
|
2. You
will establish an account with respect to the Private Notes at The
Depository Trust Company (the “Book-Entry Transfer
Facility”) for purposes of the Exchange Offer within two
business days after the date of the Prospectus, and any financial
institution that is a participant in the Book-Entry Transfer
Facility’s systems may make book-entry delivery of Private
Notes by causing the Book-Entry Transfer Facility to transfer the
Private Notes into your account in accordance with the Book-Entry
Transfer Facility’s procedures for such transfer.
|
|
|
|
|
|
3. You are
to examine each of the Letters of Transmittal and confirmations of
book-entry transfers of Private Notes into your account at the
Book-Entry Transfer Facility and any other documents delivered or
mailed to you by or for holders of the Private Notes, to ascertain
whether: (i) the Letters of Transmittal and any such other
documents are duly executed and properly completed in accordance
with instructions set forth therein and that such book-entry
confirmations are in due and proper form and contain the
information required to be set forth therein, and (ii) the
Private Notes have otherwise been
|
|
|
|
|
|
properly tendered. In each case where a Letter
of Transmittal or any other document has been improperly completed
or executed, or where book-entry confirmations are not in due and
proper form or omit certain information, or there is some other
irregularity in connection with the acceptance of the Exchange
Offer, you will endeavor to inform the presenters of the need for
fulfillment of all requirements and to take any other action that
may be necessary or advisable to cause the irregularity to be
corrected.
|
|
|
|
|
|
4. With
the approval of the Chairman, the President and Chief Executive
Officer, any Vice President or the General Counsel of the Company
(such approval, if given orally, to be confirmed in writing) or any
other person designated by such an officer in writing, you are
authorized to waive any irregularities in connection with any
tenders of Private Notes in response to the Exchange Offer.
|
|
|
|
|
|
5. Tenders
of Private Notes may be made only as set forth in the Letter of
Transmittal and in the section of the Prospectus captioned
“The Exchange Offer — Procedures for Tendering
Notes,” and Private Notes will be considered properly
tendered to you only when they are tendered in accordance with
those procedures. Notwithstanding the provisions of this
paragraph 5, Private Notes which the Chairman, the President
and Chief Executive Officer, any Vice President or the General
Counsel or any other officer of the Company designated by any such
person shall approve as having been properly tendered shall be
considered to be properly tendered (such approval, if given orally,
to be confirmed in writing).
|
|
|
|
|
|
6. You
shall advise the Company with respect to any Private Notes received
subsequent to the Expiration Date and accept its instructions with
respect to disposition of such Private Notes.
|
|
|
|
|
|
7. You
shall accept tenders:
|
|
|
|
|
|
(a) in
cases where the Private Notes are registered in two or more names
only if signed by all named holders;
|
|
|
|
|
|
(b) in
cases where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative capacity
only when proper evidence of his or her authority so to act is
submitted; and
|
|
|
|
|
|
(c) from
persons other than the registered holder of Private Notes only if
customary transfer requirements, including those regarding any
applicable transfer taxes, are fulfilled.
|
|
|
|
|
|
You shall
accept partial tenders of Private Notes when so indicated and as
permitted in the Letter of Transmittal and return any untendered
Private Notes to the holder (or such other person as may be
designated in the Letter of Transmittal) as promptly as practicable
after expiration or termination of the Exchange Offer.
|
|
|
|
|
|
8. Upon
satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice if given orally, to
be confirmed in writing) of its acceptance, promptly after the
Expiration Date, of all Private Notes properly tendered and you, on
behalf of the Company, will exchange such Private Notes for
Exchange Notes and will cause such Private Notes to be canceled.
Delivery of Exchange Notes will be made on behalf of the Company by
you, at the rate of $1,000 principal amount of Exchange Notes for
each $1,000 principal amount of the Private Notes tendered,
promptly after notice (such notice if given orally, to be confirmed
in writing) of acceptance of the Private Notes by the Company;
provided, however, that in all cases, Private Notes tendered in
response to the Exchange Offer will be exchanged only after timely
receipt by you of confirmation of book-entry transfer of the
tendered Private Notes into your account at the Book-Entry Transfer
Facility, a properly completed and, except as described in the
section of the prospectus captioned “The Exchange
Offer — Procedures for Tendering Notes,” duly
executed Letter of Transmittal (or facsimile of one) with any
required signature guarantees and any other required documents.
Unless otherwise instructed by the Company, you will issue Exchange
Notes only in denominations of $1,000 or any integral multiple of
that amount.
|
|
|
|
|
|
9. Tenders
in response to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the
Prospectus and the Letter of Transmittal, Private Notes tendered
in
|
|
|
|
|
|
response to the Exchange Offer may be
withdrawn at any time on or prior to the Expiration Date in
accordance with the terms of the Exchange Offer.
|
|
|
|
|
|
10. The
Company shall not be required to issue Exchange Notes in exchange
for all or any of the Private Notes that are tendered if any of the
conditions set forth in the Exchange Offer are not met. Notice of
any decision by the Company not to issue Exchange Notes in exchange
for all or any of the Private Notes that are tendered shall be
given (and confirmed in writing) by the Company to you.
|
|
|
|
|
|
11. If,
pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Private Notes that are tendered because
of invalid tenders, the occurrence of certain other events set
forth in the Prospectus or otherwise, you shall as soon as
practicable after the expiration or termination of the Exchange
Offer, return those unaccepted Private Notes by appropriate b
|
|
