<SUBMISSION>
<ACCESSION-NUMBER>0000950123-00-006491
<TYPE>S-4
<PUBLIC-DOCUMENT-COUNT>10
<FILING-DATE>20000713
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>LENNAR CORP /NEW/
<CIK>0000920760
<ASSIGNED-SIC>1520
<IRS-NUMBER>591281887
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1130
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-4
<ACT>33
<FILE-NUMBER>333-41316
<FILM-NUMBER>672064
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>700 NW 107TH AVE
<STREET2>STE 300
<CITY>MIAMI
<STATE>FL
<ZIP>33172
<PHONE>3055594000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>700 N W 107TH AVE
<STREET2>STE 300
<CITY>MIAMI
<STATE>FL
<ZIP>33172
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PACIFIC GREYSTONE CORP /DE/
<DATE-CHANGED>19940323
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>s-4.txt
<DESCRIPTION>FORM S-4
<TEXT>

<PAGE>   1

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

                               LENNAR CORPORATION
                Co-registrants are listed on the following pages
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                               <C>                               <C>
            DELAWARE                            1520                           59-1281887
(State or other jurisdiction of     (Primary Standard Industrial            (I.R.S. Employer
 incorporation or organization)     Classification Code Number)          Identification Number)

                                      700 N.W. 107(TH) AVENUE
                                        MIAMI, FLORIDA 33172
                                           (305)559-4000
</TABLE>

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                            ------------------------

                                DAVID B. MCCAIN
                       VICE PRESIDENT AND GENERAL COUNSEL
                            700 N.W. 107(TH) AVENUE
                              MIAMI, FLORIDA 33172
                                 (305) 559-4000

 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                            ------------------------

                                   Copies to:
                            DAVID W. BERNSTEIN, ESQ.
                            KATHLEEN L. WERNER, ESQ.
                       CLIFFORD CHANCE ROGERS & WELLS LLP
                                200 PARK AVENUE
                            NEW YORK, NEW YORK 10166
                                 (212) 878-8000

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective and all other
conditions to the exchange offer pursuant to the registration rights agreement
described in the enclosed prospectus have been satisfied or waived.

    If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

    If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
                            ------------------------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
       TITLE OF EACH CLASS                          PROPOSED MAXIMUM     PROPOSED MAXIMUM     AMOUNT OF
       OF SECURITIES TO BE          AMOUNT TO BE   OFFERING PRICE PER   AGGREGATE OFFERING   REGISTRATION
            REGISTERED               REGISTERED         NOTE(1)              PRICE(1)           FEE(2)
---------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>                  <C>                  <C>
9.95% Series A Senior Notes due
2010..............................  $325,000,000      100%               $325,000,000        $85,800.00
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee under the
    Securities Act of 1933.

(2) Calculated pursuant to Rule 457(f)(2).

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2

<TABLE>
<CAPTION>
                                                              JURISDICTION OF
                                                              INCORPORATION OR    I.R.S. EMPLOYER
                   NAME OF CO-REGISTRANT                        ORGANIZATION     IDENTIFICATION NO.
                   ---------------------                      ----------------   ------------------
<S>                                                           <C>                <C>
BCDC Corp.                                                    California          59-3504210
Boca Greens, Inc.                                             Florida             59-1707681
Boca Isles Club, Inc.                                         Florida             65-0406766
Boca Isles South Club, Inc.                                   Florida             65-0456217
Bramalea California, Inc.                                     California          95-3426206
Bramalea California Properties, Inc.                          California          98-0087244
Bramalea California Realty, Inc.                              California          59-3504214
Clodine-Bellaire LP, Inc.                                     Nevada              91-1937380
Club Pembroke Isles, Inc.                                     Florida             65-0567595
DCA at Banyan Tree, Inc.                                      Florida             59-2220562
DCA at North Lauderdale, Inc.                                 Florida             59-2308334
DCA at Pembroke Pointe, Inc.                                  Florida             59-2298128
DCA at Wiggins Bay, Inc.                                      Florida             59-1691586
DCA General Contractors                                       Florida             59-0941257
DCA Homes of Central Florida, Inc.                            Florida             59-2460033
DCA NJ Realty, Inc.                                           New Jersey          22-2242815
DCA of Broward County, Inc.                                   Florida             59-2105872
DCA of Hialeah, Inc.                                          Florida             59-2087720
DCA of Lake Worth, Inc.                                       Florida             59-1863953
DCA of New Jersey, Inc.                                       New Jersey          22-2285266
Devco Land Corp.                                              Florida             59-2375890
Dyeing & Finishing, Inc.                                      Florida             59-2505473
First Atlantic Building Corp.                                 Florida             59-1355591
Greystone Construction, Inc.                                  Arizona             86-0864245
Greystone Homes, Inc.                                         Delaware            93-1070009
Greystone Homes of Nevada, Inc.                               Delaware            88-0412604
Greystone Nevada, LLC                                         Delaware            88-0412611
Harris County LP, Inc.                                        Nevada              91-1890279
Hillside, Inc.                                                Florida             59-2343135
Inactive Corporations, Inc.                                   Florida             59-1275889
Kings Isle Recreation Corp.                                   Florida             65-0462725
Kings Ridge Golf Corporation                                  Florida             65-0718382
Kings Ridge Recreation Corporation                            Florida             65-0718384
Kings Wood Development Corporation                            Florida             65-0766576
Lennar Acquisition Corp. II                                   California          33-0812777
Lennar Communities Development, Inc.                          Delaware            86-0262130
Lennar Communities, Inc.                                      California          33-0855007
Lennar Construction, Inc.                                     Arizona             86-0972186
Lennar Financial Services, Inc.                               Florida             65-0774024
Lennar Homes, Inc.                                            Florida             59-0711505
Lennar Homes of Arizona, Inc.                                 Arizona             65-0163412
Lennar Homes of California, Inc.                              California          93-1223261
Lennar Homes of Texas Land and Construction, Ltd.             Texas               75-2792018
Lennar Homes of Texas Sales and Marketing, Ltd.               Texas               75-2792019
Lennar La Paz, Inc.                                           California          33-0812776
Lennar La Paz Limited, Inc.                                   California          33-0812775
Lennar Land Partners Sub, Inc.                                Delaware            65-0776454
Lennar Land Partners Sub II, Inc.                             Nevada              88-0429001
Lennar Management, Inc.                                       California          65-0626774
Lennar Nevada, Inc.                                           Nevada              88-0401445
</TABLE>

                                       S-1
<PAGE>   3

<TABLE>
<CAPTION>
                                                              JURISDICTION OF
                                                              INCORPORATION OR    I.R.S. EMPLOYER
                   NAME OF CO-REGISTRANT                        ORGANIZATION     IDENTIFICATION NO.
                   ---------------------                      ----------------   ------------------
<S>                                                           <C>                <C>
Lennar Northland I, Inc.                                      California          33-0805080
Lennar Northland II, Inc.                                     California          33-0821001
Lennar Northland III, Inc.                                    California          33-0821002
Lennar Northland IV, Inc.                                     California          33-0821003
Lennar Northland V, Inc.                                      California          33-0836779
Lennar Northland VI, Inc.                                     California          33-0836810
Lennar Oceanside, LLC                                         California          33-0843358
Lennar Pacific, L.P.                                          Delaware            88-0412610
Lennar Pacific, Inc.                                          Delaware            88-0412608
Lennar Pacific Properties, Inc.                               Delaware            88-0412607
Lennar Realty, Inc.                                           Florida             59-0866794
Lennar Renaissance, Inc.                                      California          33-0726195
Lennar Sacramento, Inc.                                       California          33-0794993
Lennar Sales Corp.                                            California          95-4716082
Lennar San Jose Holdings, Inc.                                California          65-0645170
Lennar Southland I, Inc.                                      California          33-0801714
Lennar Southland II, Inc.                                     California          33-0836784
Lennar Southland III, Inc.                                    California          33-0836786
Lennar Southwest Holding Corp.                                Nevada              91-1933536
Lennar Texas Holding Company                                  Texas               75-2788257
Lennar Title Services, Inc.                                   Florida             65-0764516
Lennar.Com, Inc.                                              Florida             65-0980149
Long Point Development Corp.                                  Texas               76-0587917
Lucerne Greens, Inc.                                          Florida             59-2461739
Lucerne Merged Condominiums, Inc.                             Florida             65-0576452
M.A.P. Builders, Inc.                                         Florida             59-1908120
M.A.P. Vineyards of Plantation, Inc.                          Florida             59-2377054
Marlborough Development Corporation                           California          95-6072804
Midland Housing Industries Corp.                              California          95-2775081
Midland Investment Corporation                                California          95-2842301
Mission Viejo Holdings, Inc.                                  California          33-0785862
Mission Viejo 12S Venture, LP                                 California          33-0615197
Monterey Village Development Corp.                            Florida             59-2343136
Quality Roof Truss Company                                    Florida             59-0933031
Rancho Summit, LLC                                            California          33-0787817
Regency Title Company                                         Texas               76-0499633
Riviera Land Corp.                                            Florida             59-1281470
Savell Gulley Development Corporation                         Texas               76-0564056
Silver Lakes-Gateway Clubhouse, Inc.                          Florida             65-0628738
SLTC, Inc.                                                    Texas               58-2451020
Strategic Holdings, Inc.                                      Nevada              91-1770357
Strategic Technologies, Inc.                                  Florida             65-0523605
Strategic Technologies Communications of California, Inc.     California          95-4149805
Superior Realty & Marketing, Inc.                             Florida             59-1917965
Universal Title Insurors, Inc.                                Florida             59-2114706
U.S. Home Corporation (f/k/a Len Acquisition Corporation)     Delaware            52-2227619
W. B. Homes, Inc.                                             Florida             59-1212785
</TABLE>

                                       S-2
<PAGE>   4

<TABLE>
<CAPTION>
                                                              JURISDICTION OF
                                                              INCORPORATION OR    I.R.S. EMPLOYER
                   NAME OF CO-REGISTRANT                        ORGANIZATION     IDENTIFICATION NO.
                   ---------------------                      ----------------   ------------------
<S>                                                           <C>                <C>
Westchase, Inc.                                               Nevada              91-1954138
Brush Masters, Inc.                                           Minnesota           41-1701189
Canterbury Corporation                                        Florida             59-3236245
Countryplace Golf Course, Inc.                                Texas               76-0270117
E.M.J.V. Corp.                                                Florida             59-3411844
Homecraft Corporation                                         Texas               76-0334090
Imperial Homes Corporation                                    Florida             76-0334117
Lundgren Bros. Construction, Inc.                             Minnesota           41-0970679
Mid-County Utilities, Inc.                                    Maryland            76-0610395
Oceanpointe Development Corporation                           Florida             76-0264460
Orrin Thompson Construction Company                           Minnesota           76-0334101
Orrin Thompson Homes Corp.                                    Minnesota           76-0334105
Paparone Construction Co.                                     New Jersey          76-0334106
Prarie Lake Corporation                                       Florida             76-0529840
Rivenhome Corporation                                         Florida             76-0569346
Rutenberg Homes, Inc. (FL)                                    Florida             76-0340291
Rutenberg Homes, Inc. (TX)                                    Texas               76-0215995
Stoney Corporation                                            Florida             59-3374931
Summerway Investment Corp.                                    Florida             76-0589471
U.S. Home of Arizona Construction Co.                         Arizona             74-2402824
U.S. Home of Colorado Real Estate, Inc.                       Colorado            76-0305947
U.S. Home Realty Corporation                                  Florida             76-0327612
U.S. Home Realty, Inc. (MD)                                   Maryland            74-2765031
U.S. Home Realty, Inc. (TX)                                   Texas               76-0136964
U.S.H. Corporation of New York                                New York            22-1995835
U.S.H. Los Prados, Inc.                                       Nevada              88-0232393
USH Acquisition Corp.                                         Delaware            76-0604353
USH Equity Corporation                                        Nevada              76-0450341
USH Holding, Inc.                                             Delaware            76-0572706
USH Millennium Ventures Corp.                                 Florida             76-0546603
USH/MJR, Inc.                                                 Texas               76-0573246
USH (West Lake), Inc.                                         New Jersey          22-3471278
USH Woodbridge, Inc.                                          Texas               76-0561576
Weststone Corporation                                         Florida             74-2944437
</TABLE>

                                       S-3
<PAGE>   5

         THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
         WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
         WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
         PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
         SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
         OFFER OR SALE IS NOT PERMITTED.

                                   PROSPECTUS

     OFFER TO EXCHANGE 9.95% SERIES B SENIOR NOTES DUE 2010 WHICH HAVE BEEN
                              REGISTERED UNDER THE
SECURITIES ACT FOR ANY AND ALL OUTSTANDING 9.95% SERIES A SENIOR NOTES DUE 2010

            ($325,000,000 PRINCIPAL AMOUNT OUTSTANDING AT MATURITY)
                                       OF
                               LENNAR CORPORATION

                    THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS
                WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
                     , 2000 (UNLESS THE EXCHANGE OFFER IS EXTENDED).

     We are offering to exchange our 9.95% series B senior notes due 2010 for
the identical principal amount of our 9.95% series A senior notes due 2010. The
aggregate principal amount at maturity of the series A notes, and therefore the
principal amount at maturity of series B notes which would be issued if all the
series A notes were exchanged, is $325,000,000. The terms of the series B notes
will be identical with the terms of the series A notes, except that the issuance
of the series B notes is being registered under the Securities Act of 1933, as
amended, and therefore the series B notes will not be subject to restrictions on
transfer which apply to the series A notes.

     The series A notes were issued in transactions which were exempt from the
registration requirements of the Securities Act solely to qualified
institutional buyers, as that term is defined in Rule 144A under the Securities
Act, or outside the United States in compliance with Regulation S under the
Securities Act. The exchange offer is being made in accordance with a
registration rights agreement dated May 3, 2000 among us, the guarantors named
in the agreement, Deutsche Bank Securities Inc., Banc One Capital Markets, Inc.,
Banc of America Securities LLC, Credit Lyonnais Securities USA Inc., and
Wachovia Securities, Inc. Based on interpretations by the staff of the
Securities and Exchange Commission, we believe a holder (other than a
broker-dealer who acquired series A notes directly from us for resale or an
affiliate of ours) may offer and sell series B notes issued in exchange for
series A notes without registration under the Securities Act and without the
need to deliver a prospectus, if the holder acquired the series B notes in the
ordinary course of its business and the holder has no arrangement to
participate, and is not otherwise engaged, in a distribution of the series B
notes.

     Prior to the exchange offer, there has been no public market for the series
B notes. We do not currently intend to list the series B notes on a securities
exchange or seek approval for quotation of the series B notes on an automated
quotation system. Therefore, it is unlikely that an active trading market for
the series B notes will develop.

     The exchange agent for the exchange offer is Bank One Trust Company, N.A.

     SEE "RISK FACTORS," WHICH BEGIN ON PAGE 11, FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING THE EXCHANGE OFFER.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                The date of this Prospectus is           , 2000.
<PAGE>   6

                             AVAILABLE INFORMATION

     We have filed with the Securities and Exchange Commission a registration
statement on Form S-4 under the Securities Act with respect to the securities
offered by this prospectus. This prospectus, which constitutes a part of the
registration statement, does not contain all the information set forth in the
registration statement and the exhibits and schedules to it. We are subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended, and in accordance with it we file periodic reports and other
information with the commission relating to our business, financial statements
and other matters. The registration statement, its schedules and exhibits and
the periodic reports and other information filed by us with the commission are
available for inspection and copying at the public reference facilities
maintained by the commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the commission's regional offices located
at Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661,
and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such
materials can be obtained at prescribed rates by addressing written requests for
such copies to the Public Reference Section of the commission at its principal
office at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549. The commission also maintains a web site that contains reports, proxy and
information statements and other information regarding registrants. The
commission's web site can be accessed on the internet at http://www.sec.gov.

     Our obligations under the Exchange Act to file periodic reports and other
information with the commission may be suspended, under certain circumstances,
if our Common Stock and series B notes are each held of record by fewer than 300
holders at the beginning of any fiscal year and are not listed on a national
securities exchange. We have agreed that, whether or not we are required to do
so by the rules and regulations of the commission, for so long as any of the
series B notes remain outstanding we will furnish to the holders of the series B
notes, and if required by the Exchange Act, file with the commission, all
annual, quarterly and current reports that we are or would be required to file
with the commission pursuant to Section 13(a) or 15(d) of the Exchange Act. In
addition, we have agreed that, as long as any the series A notes remain
outstanding, we will make the information required by Rule 144A(d)(4) under the
Securities Act available to any prospective purchaser of series A notes or
beneficial owner of series A notes in connection with a sale of them.

     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. IF GIVEN OR
MADE, THAT INFORMATION OR THOSE REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY US. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO OR
SOLICITATION OF ANY PERSON IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL.

                                       ii
<PAGE>   7

                               PROSPECTUS SUMMARY

     The following summary is qualified in its entirety by reference to the more
detailed information and the financial statements, including the notes to them,
appearing elsewhere, or incorporated by reference, in this prospectus.

                                     LENNAR

     We have been selling and building single family homes to first-time,
first-time move-up, second-time move-up, active adults and others for over 40
years. We currently operate in 13 states, including Florida, California, Texas,
Arizona and Nevada. According to data from the Bureau of the Census, these five
states accounted for approximately 33% of residential building permits issued in
the United States during 1999.

     Our revenues from homebuilding operations increased to $2.8 billion in
fiscal 1999 from $666 million in fiscal 1995, which represents a compound annual
growth rate of 44%. Over the same period, our earnings before interest and
taxes, referred to as "EBIT," grew to $334 million from $135 million, a compound
annual growth rate of 26%. We delivered 12,589 homes in fiscal 1999 compared
with 10,777 homes in fiscal 1998 and 4,680 homes in fiscal 1995. At February 29,
2000, the dollar value of our backlog of homes under contract totaled $773
million (3,238 homes), compared with $934 million (4,590 homes) at February
28,1999.

     Our financial services subsidiaries provide mortgage financing, title
insurance and closing services to people who buy our homes and others. These
subsidiaries also package and resell mortgage loans, perform mortgage loan
servicing activities and provide cable television and alarm monitoring services
to residents of our communities and others. Our subsidiaries sell their loans in
the secondary mortgage market, but usually retain the servicing rights. In
fiscal 1999, we originated $2.2 billion of mortgage loans compared with $1.0
billion in the prior year. Approximately 51% of the loans we originated in
fiscal 1999 were to persons buying our homes compared with 77% in fiscal 1998.

                               BUSINESS STRATEGY

     We use a number of strategies to grow our business. They include the
following:

     - Acquire Land at Advantageous Prices

     - Grow Through Acquisitions

     - Focus on Fastest Growing Housing Markets

     - Generate Earnings from Financial Services Subsidiaries

     - Focus on Customer Care and Satisfaction

                            ACQUISITION OF U.S. HOME

OVERVIEW

     In May, 2000, we acquired U.S. Home, another of the nation's largest
homebuilders, through a merger in which the U.S. Home stockholders received a
total of approximately $243.4 million in cash and 13 million shares of our
common stock. The transaction was approved at meetings of the stockholders of
each company held on April 28, 2000. Upon completion of the transaction, U.S.
Home became our wholly-owned subsidiary. U.S. Home is primarily a homebuilder.
In 1999, U.S. Home had total revenues of $1.82 billion, earnings before
interest, taxes, depreciation and amortization, referred to as "EBITDA", of $177
million, net income of $72 million and delivered 9,069 homes during that year
(excluding joint venture activities).

                                        1
<PAGE>   8

     Based on reported financial results, a combined Lennar and U.S. Home would
have been the nation's largest publicly-traded homebuilder in 1999 based on
homebuilding revenues, domestic homes delivered and EBITDA. On a pro forma
combined basis, we and U.S. Home would have reported revenues of $4.9 billion
and EBITDA of $551 million in 1999.

BENEFITS OF THE U.S. HOME ACQUISITION

     We believe that our acquisition of U.S. Home combines two companies with
complementary operations and cultures and provides us with significant benefits.
In particular, we believe the acquisition will:

     - STRENGTHEN OUR MARKET POSITION IN THE FASTEST GROWING HOUSING
       MARKETS.  The U.S. Home acquisition will enhance our competitive position
       in markets where we both currently build homes, including Florida,
       California, Arizona, Texas and Nevada. These states collectively
       accounted for approximately 33% of all residential building permits
       issued in the United States in 1999.

     - BROADEN OUR GEOGRAPHIC DIVERSITY INTO ATTRACTIVE, NEW MARKETS.  As a
       result of the acquisition, we will have operations in a number of
       attractive markets that we do not currently serve, including Colorado,
       Maryland/Virginia, Minnesota and New Jersey.

     - EXPAND OUR PRODUCT OFFERING.  Lennar and U.S. Home have different
       marketing strategies. Lennar sells its homes on an "Everything's
       Included(SM)" basis (most popular options and upgrades are included as
       standard, with limited ability to select additional options), while U.S.
       Home runs a design studio program in each of its major markets with
       options for its buyers. These two complementary programs can be expanded
       into each other's respective communities to provide customers with a
       broader product offering.

     - INCREASE OUR EXPERTISE AND FOCUS ON RETIREMENT/ACTIVE ADULT MARKET
       SEGMENT.  U.S. Home generates a greater proportion of its home sales from
       the attractive retirement/active adult market segment, one of the fastest
       growing demographic segments of the population. On a combined pro forma
       basis for fiscal 1999, 13% of the combined company's homes would have
       been delivered to the retirement/active adult segment, versus 5% for
       Lennar on a stand-alone basis.

         NEW DEBT FINANCING AND TENDER OFFER FOR U.S. HOME PUBLIC DEBT

     As a result of the merger, holders of approximately $525 million of
publicly held U.S. Home debt securities have the right to require U.S. Home to
repurchase that debt at 101% of its principal amount within 90 days after the
merger takes place. In addition, as a result of the transaction, the outstanding
balance under U.S. Home's principal credit agreement became due. At the closing
date of the acquisition, the outstanding balance under this credit agreement was
$210 million.

     We entered into $1.4 billion of secured credit facilities on May 3, 2000,
which we have used or will use to purchase U.S. Home's public debt, refinance
our and U.S. Home's principal credit lines, for merger related purposes and for
our (including U.S. Home's) ongoing operating and general corporate needs. The
$1.4 billion of senior secured credit facilities include two revolving credit
facilities and a term loan. For a more complete description of the terms of the
new debt financing, see "Description of New Senior Secured Credit Facilities" on
page 28.

     We also completed a cash tender offer for the approximately $525 million of
publicly held U.S. Home debt securities on May 3, 2000. We purchased an
aggregate of approximately $502 million of U.S. Home's public debt securities
through the tender offer. As part of the tender offer, we also solicited
consents to amend the indentures under which the U.S. Home debt securities were
issued. The amendments effectively removed all of the covenants from the
indentures, other than the covenants to pay principal and interest and to
repurchase the debt following a change in control. The amendments also permit
U.S. Home and substantially all of its subsidiaries to guarantee the notes. We
paid 101% of the principal amount of debt securities tendered, plus a payment
for consents to the proposed indenture amendments ranging from

                                        2
<PAGE>   9

$5.00 to $15.00 per $1,000 principal amount of debt securities tendered,
depending upon when the securities were tendered and which series of debt
security was tendered. Supplemental indentures giving effect to the amendments
to U.S. Home's indentures have been signed and those amendments became operative
concurrently with the sale of the notes. We used proceeds from the offering and
from the new bank financing to pay the costs of our tender offer and consent
solicitation.

     The table below sets forth the sources and uses of funds to complete our
acquisition of U.S. Home, including the sale of the series A notes and the
secured credit facilities.

<TABLE>
<CAPTION>
                      SOURCES OF FUNDS                           AMOUNT
                      ----------------                           ------
                                                              (IN MILLIONS)
<S>                                                           <C>
Revolving Credit Facilities.................................     $  939
Term Loan B.................................................        400
9.95% Senior Notes due 2010 (net of $25 discount)...........        300
Value of Lennar stock issued to U.S. Home shareholders(1)...        267
                                                                 ------
          Total.............................................     $1,906
                                                                 ======
</TABLE>

<TABLE>
<S>                                                           <C>
Cash portion of merger consideration........................     $  243
Stock portion of merger consideration(1)....................        267
Refinance Lennar homebuilding bank debt.....................        617
Refinance U.S. Home homebuilding bank debt..................        210
Purchase U.S. Home public debt at 101% of principal amount
  plus consent fees.........................................        514
Merger and financing expenses...............................         55
                                                                 ------
          Total.............................................     $1,906
                                                                 ======
</TABLE>

---------------
(1) We acquired U.S. Home through a merger in which U.S. Home's stockholders
    received approximately $243 million in cash and 12,978,320 shares of our
    common stock (which for financial statement reporting purposes, Lennar
    recorded at a value of approximately $20.56 per share).

                                        3
<PAGE>   10

                           ISSUANCE OF THE OLD NOTES

     The outstanding $325 million principal amount at maturity of 9.95% Series A
Senior Notes due 2010 were sold by us to Deutsche Bank Securities Inc., Banc One
Capital Markets, Inc., Bank of America Securities LLC, Credit Lyonnais
Securities USA Inc. and Wachovia Securities, Inc., as Initial Purchasers on May
3, 2000 pursuant to a Purchase Agreement, dated April 28, 2000, between the
Initial Purchasers and us. The Initial Purchasers subsequently resold the Series
A notes in reliance on Rule 144A under the Securities Act and other available
exemptions under the Securities Act. We and the Initial Purchasers also entered
into a registration rights agreement pursuant to which we agreed to offer to
exchange the Series B notes which are registered under the Securities Act for
the Series A notes and also granted holders of Series A notes rights under some
circumstances to have resales of Series A notes registered under the Securities
Act. The exchange offer is intended to satisfy certain of our obligations under
the registration rights agreement. See "The Exchange Offer -- Purpose and
Effects."

     The Series A notes were issued under an indenture dated as of May 3, 2000,
between Lennar and Bank One Trust Company, N.A., as trustee. The Series B notes
also are being issued under the indenture and are entitled to the benefits of
the indenture. The form and terms of the Series B notes will be identical in all
material respects with the form and terms of the Series A notes, except that (1)
the Series B notes will have been registered under the Securities Act and,
therefore, will not bear legends describing restrictions on transferring them,
and (2) holders of Series B notes will not be, and upon the consummation of the
exchange offer, holders of Series A notes will no longer be, entitled to certain
rights under the registration rights agreement intended for the holders of
unregistered securities. The exchange offer shall be deemed consummated upon the
delivery by us to the exchange agent under the indenture of Series B notes in
the same aggregate principal amount as the aggregate principal amount of Series
A notes that are validly tendered by holders of them in response to the exchange
offer. See "The Exchange Offer -- Termination of Certain Rights" and
"-- Procedures for Tendering" and "Description of the Series B Notes."

     The proceeds we received from the issuance of the Series A notes were used
to purchase a portion of U.S. Home's outstanding 7.95% Senior Notes due 2001,
8.25% Senior Notes due 2004, 7 3/4% Senior Notes due 2005, 8.88% Senior
Subordinated Notes due 2007, and 8.875% Senior Subordinated Notes due 2009, that
were tendered in response to our completed offer and consent solicitation, and
to pay associated costs and expenses. We will receive no proceeds from the
exchange of Series B notes for the Series A notes pursuant to the exchange
offer.

                               THE EXCHANGE OFFER

The Exchange Offer.........  We are offering to exchange our 9.95% Series B
                             senior notes due 2010 for identical principal
                             amounts of our 9.95% Series A senior notes due
                             2010. At the date of this prospectus, $325 million
                             principal amount at maturity of Series A senior
                             notes are outstanding. See "The Exchange
                             Offer -- Terms of the Exchange Offer."

Expiration of Exchange
Offer......................  5:00 p.m., New York time, on           , 2000,
                             unless the exchange offer is extended (the day on
                             which the exchange offer expires being the
                             expiration date). See "The Exchange
                             Offer -- Expiration Date; Extension; Termination;
                             Amendments."

Conditions of the Exchange
Offer......................  The exchange offer is not conditioned upon any
                             minimum principal amount of Series A notes being
                             tendered for exchange. However, the exchange offer
                             is subject to certain customary conditions, which
                             we may waive. See "The Exchange Offer -- Conditions
                             of the Exchange Offer."

                                        4
<PAGE>   11

Accrued Interest on the
Series A Notes.............  The Series B notes will bear interest at the rate
                             of 9.95% per annum from and including their date of
                             issuance. When the first interest payment is made
                             with regard to the Series B notes, we will also pay
                             interest on the Series A notes which are exchanged,
                             from the date they were issued or the most recent
                             interest date on which interest had been paid (if
                             applicable) to, but not including, the day the
                             Series B notes are issued. Interest on the Series A
                             notes which are exchanged will cease to accrue on
                             the day prior to the day on which the Series B
                             notes are issued. The interest rate on the Series A
                             notes may increase under certain circumstances if
                             we are not in compliance with our obligations under
                             the registration rights agreement. See "Description
                             of the Series B Notes."

Procedures for Tendering
  Series A Notes...........  A holder of Series A notes who wishes to accept the
                             exchange offer must complete, sign and date a
                             letter of transmittal, or a facsimile of one, in
                             accordance with the instructions contained under
                             "The Exchange Offer -- Procedures for Tendering"
                             and in the letter of transmittal, and deliver the
                             letter of transmittal, or facsimile, together with
                             the Series A notes and any other required
                             documentation to the exchange agent at the address
                             set forth in "The Exchange Offer -- Exchange
                             Agent." Series A notes may be delivered physically
                             or by confirmation of book-entry delivery of the
                             Series A notes to the exchange agent's account at
                             The Depository Trust Company ("DTC"). By executing
                             a letter of transmittal, a holder will represent to
                             us that, among other things, the person acquiring
                             the Series A notes will be doing so in the ordinary
                             course of the person's business, whether or not the
                             person is the holder, that neither the holder nor
                             any other person is engaged in, or intends to
                             engage in, or has an arrangement or understanding
                             with any person to participate in, the distribution
                             of the Series B notes and that neither the holder
                             nor any such other person is an "affiliate," as
                             defined under Rule 405 of the Securities Act, of
                             ours. Each broker or dealer that receives Series B
                             notes for its own account in exchange for Series A
                             notes which were acquired by the broker or 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 the Series B notes. See "The Exchange
                             Offer -- Procedures for Tendering" and "Sales of
                             Series B Notes Received by Broker-Dealers."

Guaranteed Delivery
Procedures                   Eligible holders of Series A notes who wish to
                             tender their Series A notes and (1) whose Series A
                             notes are not immediately available or (2) who
                             cannot deliver their Series A notes or any other
                             documents required by the letter of transmittal to
                             the exchange agent prior to the expiration date (or
                             complete the procedure for book-entry transfer on a
                             timely basis), may tender their Series A notes
                             according to the guaranteed delivery procedures
                             described in the letter of transmittal. See "The
                             Exchange Offer -- Guaranteed Delivery Procedures."

Acceptance of Series A
Notes and Delivery of
  Series B
  Notes....................  Upon satisfaction or waiver of all conditions to
                             the exchange offer, we will accept any and all
                             Series A notes that are properly tendered in

                                        5
<PAGE>   12

                             response to the exchange offer prior to 5:00 p.m.,
                             New York City time, on the expiration date. The
                             Series B notes issued pursuant to the exchange
                             offer will be delivered promptly after acceptance
                             of the Series A notes. See "The Exchange Offer --
                             Procedures for Tendering."

Withdrawal Rights..........  Tenders of Series A notes may be withdrawn at any
                             time prior to 5:00 p.m., New York City time, on the
                             expiration date. See "The Exchange Offer --
                             Withdrawal of Tenders."

The Exchange Agent.........  Bank One Trust Company, N.A. is the exchange agent.
                             The address and telephone number of the exchange
                             agent are set forth in "The Exchange
                             Offer -- Exchange Agent."

Fees and Expenses..........  We will bear all expenses incident to our
                             consummation of the exchange offer and compliance
                             with the registration rights agreement. We will
                             also pay any transfer taxes which are applicable to
                             the exchange offer (but not transfer taxes due to
                             transfers of Series A notes or Series B notes by
                             the holder). See "The Exchange Offer -- Fees and
                             Expenses."

Resales of the Series B
Notes......................  Based on interpretations by the staff of the
                             commission set forth in no-action letters issued to
                             third parties, we believe Series B notes issued
                             pursuant to the exchange offer in exchange for
                             Series A notes may be offered for resale, resold
                             and otherwise transferred by the holder (other than
                             (1) a broker-dealer who purchased the Series A
                             notes directly from us for resale pursuant to Rule
                             144A under the Securities Act or another exemption
                             under the Securities Act or (2) a person that is an
                             affiliate of ours, as that term is defined in Rule
                             405 under the Securities Act, without registration
                             or the need to deliver a prospectus under the
                             Securities Act, provided that the holder is
                             acquiring the Series B notes in the ordinary course
                             of business and is not participating, and has no
                             arrangement or understanding with any person to
                             participate, in a distribution of the Series B
                             notes. Each broker-dealer that receives Series B
                             notes for its own account in exchange for Series A
                             notes which Series A notes were acquired by the
                             broker as a result of market-making or other
                             trading activities, must acknowledge that it will
                             deliver a prospectus in connection with any resale
                             of the Series B notes. See "The Exchange Offer --
                             Purpose and Effects" and "Sales of Series B Notes
                             Received By Broker-Dealers."

                               THE SERIES B NOTES

     The exchange offer applies to $325 million aggregate principal amount at
maturity of Series A notes. The terms of the Series B notes are identical in all
material respects with those of the Series A notes, except for certain transfer
restrictions and rights relating to the exchange of the Series A notes for
Series B notes. The Series B notes will evidence the same debt as the Series A
notes and will be entitled to the benefits of the indenture under which both the
Series A notes were, and the Series B notes will be, issued. See "Description of
the Series B Notes."

Securities Offered.........  $325,000,000 aggregate principal amount at maturity
                             of 9.95% senior notes due 2010.

Maturity Date..............  May 1, 2010.

                                        6
<PAGE>   13

Interest Payment Dates.....  Payable semi-annually on June 1 and December 1 of
                             each year, beginning on December 1, 2000.

Sinking Fund...............  None.

Ranking....................  The notes are our senior unsecured obligations.
                             They have the same priority as all our other
                             unsecured and unsubordinated indebtedness. However,
                             the notes are in effect subordinate to the
                             obligations of our subsidiaries who are not
                             guarantors and to our obligations and our
                             guarantors' obligations that are secured to the
                             extent of the security. As of February 29, 2000,
                             giving pro forma effect to the transactions
                             described under "Capitalization," we would have had
                             approximately $2.1 billion of total indebtedness
                             outstanding. Of that indebtedness, $1.8 billion was
                             home building indebtedness substantially all of
                             which was secured indebtedness.

Guarantees.................  Substantially all of our existing subsidiaries,
                             other than our mortgage and title reinsurance
                             subsidiaries, will guarantee the notes.

Optional Redemption........  We cannot redeem the notes until May 1, 2005,
                             except with proceeds of public or private equity
                             offerings as described below. Thereafter, we may
                             redeem some or all of the notes at the redemption
                             prices set forth in this prospectus, plus accrued
                             interest.

Optional Redemption after
  Equity Offerings.........  At any time (which may be more than once) on or
                             before May 1, 2003, we may redeem up to 35% of the
                             outstanding notes with money that we raise in one
                             or more public or private equity offerings, as long
                             as:

                             - we pay 109.95% of the face amount of the notes,
                               plus accrued interest;

                             - we redeem the notes within 60 days of completing
                               the equity offering; and

                             - at least 65% of the aggregate principal amount of
                               the originally issued notes remain outstanding.

Change in Control Offer....  If a change in control of our company occurs, we
                             must give holders of the notes the opportunity to
                             sell us their notes at 101% of their face amount,
                             plus accrued interest.

                             We might not be able to pay you the required price
                             for notes you present to us at the time of a change
                             in control, because:

                             - we might not have enough funds at that time; or

                             - the terms of our other debt may prevent us from
                               buying the notes presented.

Certain Indenture
Provisions.................  The indenture governing the notes will contain
                             covenants that, among other things, limit our and
                             substantially all our subsidiaries' ability to:

                             - incur indebtedness;

                             - pay dividends or make other distributions;

                             - repurchase equity interests or subordinated
                             indebtedness;

                             - make certain other restricted payments;

                                        7
<PAGE>   14

                             - enter into certain transactions with affiliates;

                             - use the net proceeds from sales of certain of our
                               assets;

                             - merge or consolidate with another person; or

                             - sell, lease or otherwise dispose of all or
                               substantially all of our assets.

                             These covenants are subject to a number of
                             important limitations and exceptions. In addition,
                             several of the covenants will cease to apply during
                             any period that the notes achieve and maintain
                             specified credit ratings.

Maximum Principal Amount of
  Notes....................  The notes are limited in aggregate principal amount
                             to $525,000,000, of which $325,000,000 were issued
                             in the offering of the Series A notes.

Risk Factors...............  An investment in the notes involves substantial
                             risks. See "Risk Factors" for a description of
                             certain risks you should consider before making or
                             continuing an investment in the notes.

                                USE OF PROCEEDS

     We will receive no proceeds from the exchange of Series B notes for Series
A notes pursuant to the exchange offer. The net proceeds we received from the
sale of the Series A notes were used, together with funds from our senior
secured credit facilities, to purchase U.S. Home's outstanding 7.95% Senior
Notes due 2001, 8.25% Senior Notes due 2004, 7 3/4% Senior Notes due 2005, 8.88%
Senior Subordinated Notes due 2007, and 8.875% Senior Subordinated Notes due
2009, that were tendered in response to our completed offer and consent
solicitation, and to pay associated costs and expenses.

                            ABSENCE OF PUBLIC MARKET

     The Series B notes will be new securities for which there is no established
trading market. We currently do not intend to list the Series B notes on any
securities exchange or to arrange for the Series B notes to be quoted on any
quotation system. Although the Initial Purchasers have informed us that they
currently intend to make a market in the notes, they are not obligated to do so
and they may discontinue market-making activity at any time without notice. In
addition, market-making activities may be limited during the exchange offer or
the pendency of a shelf registration statement required by the registration
rights agreement, if it is filed. Accordingly, it is not likely that an active
trading market for the Series B notes will develop or, if such a market
develops, that it will provide significant liquidity to holders of notes.

                                        8
<PAGE>   15

             UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA

     The following table presents our and our subsidiaries unaudited pro forma
combined condensed financial data. The unaudited pro forma data presented below
reflect the operations of Lennar and U.S. Home at and for the three months ended
February 29, 2000, in the case of Lennar, and March 31, 2000, in the case of
U.S. Home, and at and for the year ended November 30, 1999, in the case of
Lennar, and December 31, 1999, in the case of U.S. Home. The pro forma as
adjusted data presented below gives effect to the transactions described under
"Capitalization" on page 21 of this prospectus. This data is not necessarily
indicative of the results that would have been obtained if those transactions
had been consummated at the beginning of the periods presented (in the case of
income statement items) or at the date of the balance sheet (in the case of
balance sheet items), or that may be obtained in the future.

<TABLE>
<CAPTION>
                                                                 QUARTER
                                                                  ENDED        YEAR ENDED
                                                              FEBRUARY 29,/   NOVEMBER 30,/
                                                                MARCH 31,     DECEMBER 31,
                                                                  2000            1999
                                                              -------------   -------------
                                                                 (DOLLARS IN THOUSANDS)
<S>                                                           <C>             <C>
PRO FORMA COMBINED CONDENSED REVENUE AND EBITDA DATA:
Revenues:
  Homebuilding..............................................   $1,048,337       4,637,957
  Financial services........................................   $   69,528         307,776
          Total revenues....................................   $1,117,865       4,945,733
EBITDA(1):
  Homebuilding EBITDA.......................................   $   93,016         493,540
  Consolidated EBITDA(2)....................................   $  100,731         550,581
DELIVERY AND YEAR-END BACKLOG INFORMATION (EXCLUDING JOINT
  VENTURES):
Number of homes delivered in the period (units).............        4,645          21,658
Backlog of home sales contracts (units)(3)..................        8,619           7,234
Dollar value of backlog(3)..................................   $1,995,069       1,598,557
PRO FORMA AS ADJUSTED COMBINED CONDENSED BALANCE SHEET DATA:
Homebuilding debt...........................................   $1,764,854       1,563,777
Financial services debt(4)..................................   $  286,651         362,119
Total debt..................................................   $2,051,505       1,925,896
Stockholders' equity........................................   $1,017,120         976,597
OTHER PRO FORMA AS ADJUSTED FINANCIAL DATA:
Ratio of Earnings to Fixed Charges(5).......................          2.1x            3.4x
Consolidated EBITDA to cash interest incurred(2)(6).........          2.6x            3.7x
Homebuilding EBITDA to cash interest incurred(6)............          2.4x            3.3x
Homebuilding debt as a percentage of total
  capitalization(7).........................................         63.4%           61.6%
</TABLE>

---------------

(1) EBITDA is defined as earnings before interest, taxes, depreciation and
    amortization expenses but is not a GAAP concept. Our method of calculating
    EBITDA may differ from methods used by other corporations and so our EBITDA
    results may not be comparable to EBITDA results of other corporations.
    EBITDA should not be considered as an alternative to net income (determined
    in accordance with GAAP) as an indicator of our financial performance or as
    an alternative to cash flow from operating activities (determined in
    accordance with GAAP) as a measure of our liquidity, nor is it indicative of
    funds available to fund our cash needs, including our ability to pay
    dividends.

                                        9
<PAGE>   16

(2) Consolidated EBITDA includes financial services operating earnings before
    financial services depreciation and amortization. We do not add back
    interest expense of our financial services subsidiaries to calculate
    consolidated EBITDA.

(3) Backlog is the number of homes subject to pending sales contracts. Although
    contracts relating to these homes were executed, there can be no assurance
    that the sales will be completed.

(4) Financial services debt is nonrecourse to our parent company and our
    homebuilding subsidiaries.

(5) For the purpose of calculating the ratio of earnings to fixed charges,
    "earnings" consist of income from continuing operations before income taxes
    plus "fixed charges" and certain other adjustments. "Fixed charges" consist
    of interest incurred on all indebtedness related to continuing operations
    (including amortization of original issue discount) and the implied interest
    component of our rent obligations in the periods presented.

(6) Cash interest incurred represents interest incurred excluding noncash
    accretion of original issue discount on our Zero Coupon Senior Convertible
    Debentures due 2018 and other noncash amortization. Interest incurred
    excludes all interest on financial services debt.

(7) Total capitalization for purposes of this ratio represents homebuilding debt
    and stockholders' equity.

                                       10
<PAGE>   17

                                  RISK FACTORS

     The following factors should be given particular consideration by people
considering an investment in the notes.

WE ARE SUBJECT TO THE CYCLICAL NATURE OF THE HOMEBUILDING MARKET AND OTHER
PROBLEMS THAT AFFECT HOMEBUILDERS

     The residential homebuilding industry is cyclical and is highly sensitive
to changes in general economic conditions, such as employment levels, consumer
confidence, consumer demand for housing, consumer income and interest rate
levels, and to changes in the availability of financing for construction and
acquisitions. Sales of new homes are also affected by the condition of the
resale market for used homes, including foreclosed homes.

     The residential homebuilding industry has, from time to time, experienced
fluctuating lumber prices and supply, as well as shortages of labor and other
materials, including insulation, drywall, concrete, carpenters, electricians and
plumbers. Delays in construction of homes due to these factors or to inclement
weather conditions could have an adverse effect upon our operations.

     Inflation can increase the cost of homebuilding materials, labor and other
construction related costs. Conversely, deflation can reduce the value of
homebuilders' inventories and can make it more difficult to include the full
cost of previously purchased land in home sale prices.

OUR BUSINESS CAN BE SUBSTANTIALLY AFFECTED BY THE COST AND AVAILABILITY OF HOME
MORTGAGE FINANCING

     Most home buyers obtain mortgage loans to finance a substantial portion of
the purchase price of their homes. In general, housing demand is adversely
affected by increases in interest rates, housing costs and unemployment and by
decreases in the availability of mortgage financing. In addition, there have
been discussions of possible changes in the federal income tax laws which would
remove or limit the deduction for home mortgage interest. If effective mortgage
interest rates increase and the ability or willingness of prospective buyers to
finance home purchases is adversely affected, our operating results may also be
negatively affected. Our homebuilding activities also are dependent upon the
availability and cost of mortgage financing for buyers of homes owned by
potential customers permitting those customers to sell their existing homes and
purchase homes from Lennar. Any limitations or restrictions on the availability
of such financing could adversely affect our sales.

VARYING QUARTERLY RESULTS

     There are a number of factors which can cause our operating results to vary
from quarter to quarter. They include the following:

     - the timing of home closings;

     - the timing of, and profit from, land sales;

     - when we receive regulatory approvals to begin building homes in
       particular communities;

     - promotional pricing by our competitors;

     - when we open new residential communities;

     - weather;

     - changes in the cost and availability of labor and materials; and

     - short-term changes in general economic conditions, interest rates and
       other factors which affect the demand for homes.

                                       11
<PAGE>   18

DEPENDENCE ON KEY PERSONNEL

     Our success depends to a significant degree on the efforts of our senior
management, especially our president and chief executive officer and other
officers. Our operations may be adversely affected if one or more members of
senior management cease to be active in our company. We have designed our
compensation structure and employee benefit programs to encourage long-term
employment of executive officers and other members of senior management.

WE COULD HAVE DIFFICULTY INTEGRATING U.S. HOME

     U.S. Home is a large company. It is engaged in some aspects of the
homebuilding business (such as building homes targeted at the affordable,
retirement and active adult markets) in which we have only limited experience,
and in some locations in which we have not previously had homebuilding
operations. We view this as an opportunity and a benefit of the acquisition of
U.S. Home. However, if we are unable to integrate U.S. Home's activities with
our own, we could lose much of the anticipated benefit of the acquisition.

BECAUSE THE NOTES ARE STRUCTURALLY SUBORDINATED TO THE OBLIGATIONS OF OUR
SUBSIDIARIES THAT ARE NOT GUARANTORS, YOU MAY NOT BE FULLY REPAID IF WE BECOME
INSOLVENT

     Substantially all of our operating assets are held directly by our
subsidiaries. Holders of any preferred stock of any of our subsidiaries that are
not guarantors and creditors of any of those subsidiaries, including trade
creditors, have and will have claims relating to the assets of that subsidiary
that are senior to the notes. As a result, the notes are structurally
subordinated to the debts, preferred stock and other obligations of those
subsidiaries.

BECAUSE THE NOTES ARE UNSECURED, YOU MAY NOT BE FULLY REPAID IF WE BECOME
INSOLVENT

     The notes will not be secured by any of our assets or our subsidiaries'
assets. Our obligations under the new $1.4 billion senior secured credit
facilities, as well as our obligations under our outstanding 7 5/8% senior notes
due 2009 and our zero coupon senior convertible debentures due 2018, will be
secured by a pledge of the stock of substantially all of our subsidiaries. If we
become insolvent the holders of any secured debt would receive payments from the
assets used as security before you receive payments.

SUBSTANTIAL INDEBTEDNESS AND HIGH LEVERAGE OF U.S. HOME COULD ADVERSELY AFFECT
US

     We have refinanced most of U.S. Home's existing indebtedness in connection
with the merger. As of December 31, 1999, U.S. Home's total corporate and
housing debt was approximately $650 million and the ratio of its total corporate
and housing debt to its stockholders' equity was approximately 1.12 to 1
compared with our ratio at November 30, 1999 of 0.59 to 1. Our increased
leverage will likely increase the effective interest rate on our borrowings. As
previously described, we entered into $1.4 billion of senior secured credit
facilities to replace both our and U.S. Home's corporate credit facilities and
to help pay costs related to the merger. After giving pro forma effect to the
transactions described under "Capitalization," our pro forma homebuilding
indebtedness as of February 29, 2000, would have been approximately $1.8 billion
and our pro forma total indebtedness including financial services debt would
have been approximately $2.1 billion.

     Our ability to pay the principal and interest on our debt as it comes due
will depend upon our current and future performance. Our performance is affected
by general economic conditions and by financial, competitive, political,
business and other factors. Many of these factors are beyond our control. We
believe that cash generated by our business will be sufficient to enable us to
make our debt payments, including payments on the notes, as they become due. If,
however, we do not generate enough cash to make our debt payments as they become
due, we may be required to refinance some or all of our debt or to incur
additional debt. It is not certain that a refinancing will be possible or that
we will be able to negotiate favorable or acceptable terms if we refinance our
debt or borrow additional money. In addition, our access to capital is affected
by prevailing conditions in the financial and capital markets.
                                       12
<PAGE>   19

IF WE EXPERIENCE A CHANGE IN CONTROL, WE MAY BE UNABLE TO PURCHASE THE NOTES YOU
HOLD AS REQUIRED UNDER THE APPLICABLE INDENTURE

     Upon the occurrence of certain change in control events, we must make an
offer to purchase all outstanding notes at a purchase price equal to 101% of the
principal amount of the notes, plus accrued and unpaid interest, if any. We may
not have sufficient funds to pay the purchase price for all notes tendered by
holders seeking to accept the offer to purchase. In addition, the new senior
secured credit facilities and our other debt agreements may also require us to
repurchase debt issued under them upon a change in control or may prohibit us
from purchasing any notes before their stated maturity, including upon change in
control. Our failure to purchase all validly tendered notes would result in an
event of default under the indenture governing the notes.

OUR SENIOR SECURED CREDIT FACILITIES MAY PROHIBIT US FROM MAKING PAYMENT ON THE
NOTES

     Our senior secured credit facilities may not permit us or our subsidiaries
to make payments on any outstanding indebtedness other than regularly scheduled
interest and principal payments as and when due. As a result, our senior secured
credit facilities could prohibit us from making any payment on the notes in the
event that the notes are accelerated or tendered for repurchase or upon a change
in control. Any failure to make payments on the notes would result in an event
of default under the indenture governing the notes, which in turn is likely to
be a default under the senior secured credit facilities and other outstanding
and future indebtedness.

FRAUDULENT CONVEYANCE CONSIDERATIONS

     Under fraudulent conveyance laws, the guarantees might be subordinated to
existing or future indebtedness incurred by those subsidiaries who are
guaranteeing, or might not be enforceable, if a court or a creditors
representative, such as a bankruptcy trustee, concluded that those subsidiaries:

     - received less than fair consideration for the guarantees;

     - were rendered insolvent as a result of issuing the guarantees;

     - were engaged in a business or transaction for which our or our
       subsidiaries' remaining assets constituted unreasonably small capital;

     - intended to incur, or believed that we or they would incur, debts beyond
       our or their ability to pay as those debts matured; or

     - intended to hinder, delay or defraud our or their creditors.

     The measure of insolvency varies depending upon the law of the relevant
jurisdiction. Generally, however, a company is considered insolvent if its debts
are greater than the fair value of its property, or if the fair saleable value
of its assets is less than the amount that would be needed to pay its probable
liabilities as its existing debts matured and became absolute.

COMPETITION

     The housing industry is highly competitive. In their activities, each of
Lennar and U.S. Home has competed, and the combined companies will continue to
compete, with numerous developers and builders in and near the areas where
Lennar's and U.S. Home's communities are located. Competition is on the basis of
location, design, quality, amenities and price. Some of the principal
competitors of Lennar and U.S. Home include Kaufman and Broad Home Corporation,
Centex Corporation, D.R. Horton, Inc., M.D.C. Holdings, Inc., Pulte Corporation
and The Ryland Group, Inc. However, a substantial portion of Lennar's and U.S.
Home's competition in all their markets is, and will continue to be, independent
local and regional homebuilders.

                                       13
<PAGE>   20

CONTROLLING STOCKHOLDER

     We have two classes of stock: Common Stock, which is entitled to one vote
per share; and Class B Common Stock, which is entitled to ten votes per share.
Leonard Miller, the Chairman of our company, owns, through a family partnership,
Class B Common Stock which would be entitled to approximately 65%, after giving
pro forma effect to the acquisition of U.S. Home, of the combined votes which
could be cast by the holders of the Common Stock and the Class B Common Stock.
That gives Mr. Miller the power to elect all our directors and to approve most
matters which are presented to our stockholders, even if no other stockholders
vote in favor of them. Mr. Miller's ownership might discourage someone from
making a significant equity investment in us, even if we needed the investment
to meet our obligations (including those on the notes) and to operate our
business.

ABSENCE OF PUBLIC MARKET FOR THE NOTES

     If the notes are traded after their initial issuance, they may trade at a
discount from their initial offering price, depending upon prevailing interest
rates, the market for similar securities, our performance and certain other
factors. Historically, the market for non-investment grade debt has been subject
to disruptions that have caused substantial volatility in the prices of
securities similar to the notes. There can be no assurance that if a market for
the notes develops, that market will not be subject to similar disruptions. Any
such disruptions may have an adverse effect on holders of the notes. We do not
intend to apply for listing of the notes on any securities exchange or for the
inclusion of the notes in any automated quotation system.

CONSEQUENCES OF FAILURE TO EXCHANGE

     Holders of series A notes who do not exchange their series A notes for
series B notes in response to the exchange offer will continue to be subject to
the restrictions on transfer of the series A notes resulting from the fact that
the issuance of the series A notes was not registered under the Securities Act
or registered or qualified under any state securities laws. In general, notes
may not be offered or sold, unless registered under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the
Securities Act and applicable state securities laws. We do not currently
anticipate that, except in limited circumstances specified in the registration
rights agreement, we will register the series A notes under the Securities Act.
Notes issued pursuant to the exchange offer in exchange for series A notes may
be offered for resale, resold or otherwise transferred (other than by a holder
which is an "affiliate" of ours within the meaning of Rule 405 under the
Securities Act) without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided the holder acquired the series B
notes in the ordinary course of the holder's business and the holder has no
arrangement with any person to participate in the distribution of the series B
notes. Each broker-dealer that receives series B notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of those series B notes. 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 series B notes received in
exchange for series A notes which the broker-dealer acquired as a result of
market-making activities or other trading activities. We will make this
prospectus available to any such broker-dealer for use in connection with
resales of series B notes. See "Sales of Series B Notes Received By
Broker-Dealers." However, under the securities laws of certain jurisdictions, if
applicable, the series B notes may not be offered or sold unless they have been
registered or qualified for sale in those jurisdictions or an exemption from
registration or qualification is available. To the extent that series A notes
are exchanged as a result of the exchange offer, the ability to trade untendered
and tendered but unaccepted series A notes may be adversely affected.

                                       14
<PAGE>   21

                               THE EXCHANGE OFFER

PURPOSE AND EFFECTS

     We issued the series A notes on May 3, 2000 to the initial purchasers, who
resold the series A notes to "qualified institutional buyers" (as defined in
Rule 144A under the Securities Act) and certain non-U.S. persons in accordance
with regulation S of the Exchange Act. In connection with the sale of the series
A notes, we and the initial purchasers entered into the registration rights
agreement pursuant to which we agreed to file with the commission a registration
statement with respect to an offer to exchange series B notes for the series A
notes within 75 days after the series A notes were issued. In addition, we
agreed to use our best efforts to cause the registration statement to become
effective under the Securities Act within 135 days after the series A notes were
issued and to issue the series B notes pursuant to the exchange offer. A copy of
the registration rights agreement has been filed as an exhibit to the
registration statement of which this prospectus is a part.

     The exchange offer is being made pursuant to the registration rights
agreement. Holders of series A notes who do not tender their series A notes or
whose series A notes are tendered but not accepted would have to rely on
exemptions from registration requirements under the securities laws, including
the Securities Act, if they wish to sell their series A notes.

     Based on interpretations by the staff of the commission set forth in
no-action letters issued to persons unrelated to us, we believe the series B
notes issued pursuant to the exchange offer in exchange for series A notes may
be offered for sale, sold and otherwise transferred by any holder (other than a
person that is an "affiliate" of ours within the meaning of Rule 405 under the
Securities Act and except as set forth in the next paragraph) without
registration or the delivery of a prospectus under the Securities Act, provided
the holder acquires the series B notes in the ordinary course of the holder's
business and the holder is not participating and does not intend to participate,
and has no arrangement or understanding with any person to participate, in the
distribution of the series B notes.

     If a person were to participate in the exchange offer for the purpose of
distributing securities in a manner not permitted by the commission's
interpretation, (1) the position of the staff of the commission enunciated in
the no-action letters would not be applicable to the person and (2) the person
would be required to comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a sale of the series B
notes.

     Each broker-dealer that receives series B notes for its own account in
exchange for series A notes which the broker-dealer acquired as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any sale of those series B notes.
See "Sales of Series B Notes Received by Broker-Dealers."

     The exchange offer is not being made to, nor will we accept surrenders for
exchange from, holders of series B notes with addresses in any jurisdiction in
which the exchange offer or the issuance of series B notes pursuant to it would
violate applicable securities or blue sky laws. Prior to the exchange offer,
however, we will register or qualify, or cooperate with the holders of the
series A notes and their respective counsel in connection with the registration
or qualification of, the series B notes for offer and sale under the securities
or blue sky laws of such jurisdictions as are necessary to permit consummation
of the exchange offer and do anything else which is necessary or advisable to
enable the offer and issuance of the series B notes in those jurisdictions.

TERMS OF THE EXCHANGE OFFER

     Upon the terms and subject to the conditions set forth in this prospectus
and in the accompanying letter of transmittal, we will issue series B notes in
exchange for all series A notes which are validly tendered prior to 5:00 p.m.,
New York City time, on the expiration date (as defined below) and not withdrawn.
The principal amount of the series B notes issued in the exchange will be the
same as the principal amount of the series A notes for which they are exchanged.
Holders may tender some or all of their series A notes in response to the
exchange offer.

                                       15
<PAGE>   22

     However, series A notes may be tendered only in multiples of $1,000. See
"Description of the Series B Notes."

     The form and terms of the series B notes will be the same in all material
respects as the form and terms of the series A notes, except that (1) the series
B notes will be registered under the Securities Act and hence will not bear
legends regarding restrictions on transfer and (2) because the series B notes
will be registered, holders of series B notes will not be, and upon the
consummation of the exchange offer, except under limited circumstances, holders
of series A notes will no longer be, entitled to rights under the registration
rights agreement intended for holders of unregistered securities.

     Series A notes which are not tendered for exchange or are tendered but not
accepted in the exchange offer will remain outstanding and be entitled to the
benefits of the indenture, but will not be entitled to any registration rights
under the registration rights agreement.

     We will be deemed to accept all the series A notes which are validly
tendered and not withdrawn when we give oral or written notice to that effect to
the exchange agent. The exchange agent will act as agent for the tendering
holders for the purpose of receiving series B notes from us.

     If any tendered series A notes are not accepted for exchange because of an
invalid tender or otherwise, certificates for those series A notes will be
returned, without expense, to the tendering holder as promptly as practicable
after the expiration date.

     Holders who tender series A notes in response to the exchange offer will
not be required to pay brokerage commissions or fees or, except as described in
the instructions in the letter of transmittal, transfer taxes. We will pay all
charges and expenses, other than certain taxes described below, in connection
with the exchange offer. See "-- Fees and Expenses."

EXPIRATION DATE; EXTENSION; TERMINATION; AMENDMENTS

     The exchange offer will expire at 5:00 p.m., New York City time, on
          , 2000, unless we extend it by notice to the exchange agent. We
reserve the right to extend the exchange offer at our discretion. If we extend
the exchange offer, the term "expiration date" will mean the time and date on
which the exchange offer as extended will expire. We will notify the exchange
agent of any extension by oral or written notice and will make a public
announcement of any extension, not later than 9:00 a.m., New York City time, on
the business day after the previously scheduled expiration date.

TERMINATION OF CERTAIN RIGHTS

     The registration rights agreement provides that, with certain exceptions,
if: (1)(A) the exchange offer Registration Statement has not been filed with the
Commission on or prior to the 75th calendar day following the date of original
issue of the series A notes, or (B) the shelf registration statement has not
been filed with the commission on or prior to the 30th day after a shelf notice
is required to be delivered under the registration rights agreement; (2)(A) the
exchange offer registration statement has not been declared effective on or
prior to the 135th calendar day following the date of original issue of the
series A notes, or (B) the shelf registration statement has not been declared
effective on or prior to the 75th day following the shelf registration filing
date; (3)(A) the exchange offer is not consummated on or prior to the 165th day
following the date of original issue of the series A notes, or (B) after the
shelf registration statement has been declared effective, the shelf registration
statement ceases to be effective or usable in connection with resales of the
notes at any time when we are obligated by the registration rights agreement to
maintain its effectiveness (each event referred to in clauses (1) through (3)
above being a "registration default"), the interest rate on the series A notes
will be increased by one quarter of one percent per annum when the registration
default occurs and will increase by an additional one quarter of one percent at
the end of 90 days that additional interest continues to accrue, with an
aggregate maximum increase in the interest rate equal to one percent (1%) per
annum. Following the cure of all registration defaults, the accrual of
additional interest will cease.

                                       16
<PAGE>   23

     Holders of series B notes will not be and, upon consummation of the
exchange offer, holders of series A notes will no longer be, entitled to rights
under the registration rights agreement intended for holders of series A notes
which are restricted as to transferability. The exchange offer will be deemed
consummated when we deliver to the exchange agent series B notes in the same
aggregate principal amount as that of the series A notes which are validly
tendered and not withdrawn.

PROCEDURES FOR TENDERING

     Only a holder of series A notes may tender series A notes in response to
the exchange offer. To tender series A notes, the holder must complete, sign and
date the letter of transmittal, or a facsimile of one, have the signatures
guaranteed if required by the letter of transmittal, and mail or otherwise
deliver the letter of transmittal or facsimile of one, together with the series
A notes (unless the tender is being effected using the procedure for book-entry
transfer described below) and any other required documents, to the exchange
agent prior to 5:00 p.m., New York City time, on the expiration date.

     Any financial institution that is a participant in DTC's Book-Entry
Transfer Facility System may make book-entry delivery of series A notes by
causing DTC to transfer the series A notes into the exchange agent's account in
accordance with DTC's transfer procedure. Although delivery of series A notes
may be effected through book-entry transfer into the exchange agent's account at
DTC, the letter of transmittal (or a facsimile of one), with any required
signature guarantees and any other required documents, must be transmitted to
and received or confirmed by the exchange agent at its addresses as set forth
under the caption "-- Exchange Agent" below prior to 5:00 p.m., New York City
time, on the expiration date. DELIVERY OF A DOCUMENT TO DTC DOES NOT CONSTITUTE
DELIVERY TO THE EXCHANGE AGENT.

     A tender of series A notes by a holder will constitute an agreement by the
holder to transfer the series A notes to us in exchange for series B notes on
the terms and subject to the conditions set forth in this prospectus and in the
letter of transmittal.

     The method of delivering series A notes and the letter of transmittal and
any other required documents to the exchange agent is at the election and risk
of the holder. It is recommended that holders use overnight or hand delivery
services. In all cases, sufficient time should be allowed to assure delivery to
the exchange agent before the expiration time. No letter of transmittal or
series A notes should be sent to us. Holders may ask their brokers, dealers,
commercial banks, trust companies or nominees to assist them in effecting
tenders.

     Signatures on a letter of transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an eligible institution unless the series A
notes are being tendered for the account of an eligible institution. An eligible
institution is a bank, broker, dealer, credit union, savings association or
other entity which is a member in good standing of the Securities Transfer
Agents Medallion Program.

     If the letter of transmittal or any series A notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, they should so indicate when signing, and we may require that evidence
satisfactory to us of their authority to sign be submitted with the letter of
transmittal.

     All questions as to the validity, form, eligibility (including time of
receipt) and acceptance and withdrawal of tendered series A notes will be
determined by us in our sole discretion, and that determination will be final
and binding. We reserve the right to reject any series A notes which are not
properly tendered or the acceptance of which we believe might be unlawful. We
also reserve the right to waive any defects, irregularities or conditions of
tender as to particular series A notes, without being required to waive the same
defects, irregularities or conditions as to other series A notes. Our
interpretation of the terms and conditions of the exchange offer (including the
instructions in the letter of transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of series A notes must be cured by the expiration date, or by such later time as
we may determine. Although we intend to request the exchange agent to notify
holders of defects or

                                       17
<PAGE>   24

irregularities with respect to tenders of series A notes, neither we, the
exchange agent nor any other person will incur any liability for failure to give
such notification. Tenders of series A notes will not be deemed to have been
made until all defects and irregularities have been cured or waived. Any series
A notes received by the exchange agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the exchange agent to the tendering holders, unless otherwise
provided in the letter of transmittal, as soon as practicable following the
expiration date.

     We have the right (subject to limitations contained in the indenture) (1)
to purchase or make offers for any series A notes that remain outstanding after
the expiration date and (2) to the extent permitted by applicable law, to
purchase series A notes in privately negotiated transactions or otherwise. The
terms of any such purchases or offers could differ from the terms of the
exchange offer.

     By tendering, a holder will be representing to us that the person who will
acquire the series B notes being issued as a result of the exchange offer
(whether or not that is the holder) will be acquiring them in the ordinary
course of that person's business and that neither the holder nor any such other
person has an arrangement or understanding with any person to participate in a
distribution of the series B notes or is an "affiliate" of ours (as defined in
Rule 405 under the Securities Act). If the holder is a broker-dealer that will
receive series B notes for its own account in exchange for series A notes that
were acquired as result of market-making activities or other trading activities,
the holder will, by tendering, acknowledge that it will deliver a prospectus in
connection with any resale of those series B notes.

GUARANTEED DELIVERY PROCEDURES

     Holders who wish to tender their series A notes and (1) whose series A
notes are not immediately available, or (2) who cannot deliver their series A
notes or any other required documents to the exchange agent or cannot complete
the procedure for book-entry transfer prior to the expiration date, may effect a
tender if:

          (a) The tender is made through an eligible institution;

          (b) Prior to the expiration date, the exchange agent receives from the
     eligible institution a properly completed and duly executed notice of
     guaranteed delivery (by facsimile transmission, mail or hand) setting forth
     the name and address of the eligible holder, the certificate number(s) of
     the series A notes (if available) and the principal amount of series A
     notes tendered, together with a duly executed letter of transmittal (or a
     facsimile of one), stating that the tender is being made by that notice of
     guaranteed delivery and guaranteeing that, within five business days after
     the expiration date, the certificate(s) representing the series A notes (or
     confirmation of a book-entry transfer into the exchange agent's account at
     DTC) and any other documents required by the letter of transmittal will be
     delivered to the exchange agent; and

          (c) The certificate(s) representing all the tendered series A notes
     (or confirmation of a book-entry transfer into the exchange agent's account
     at DTC) and all other documents required by the letter of transmittal are
     received by the exchange agent within five business days after the
     expiration date.

     Upon request to the exchange agent, a form of notice of guaranteed delivery
will be sent to holders who wish to use the guaranteed delivery procedures
described above.

WITHDRAWAL OF TENDERS

     Except as otherwise described below, tenders of series A notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration
date, unless the series A notes have already been accepted for exchange.

     To withdraw a tender of series A notes, a written or facsimile transmission
notice of withdrawal must be received by the exchange agent prior to 5:00 p.m.,
New York City time, on the expiration date, and before the series A notes have
been accepted for exchange by us. Any notice of withdrawal must

                                       18
<PAGE>   25

(i) specify the name of the person who deposited the series A notes to be
withdrawn, (ii) identify the series A notes to be withdrawn (including the
certificate numbers and principal amounts of the series A notes), (iii) be
signed by the depositor in the same manner as the signature on the letter of
transmittal by which the series A notes were tendered (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the trustee register the transfer of the series A notes into the name of
the person who withdraws the tender, and (iv) specify the name in which the
withdrawn series A notes are to be registered, if different from that of the
depositor. All questions as to the validity, form and eligibility (including
time of receipt) of withdrawal notices will be determined by us in our sole
discretion, and that determination will be final and binding on all parties. Any
series A notes which are withdrawn will be deemed not to have been validly
tendered for purposes of the exchange offer, and no series B notes will be
issued with respect to those series A notes unless they are validly re-tendered.
Any series A notes which have been tendered but which are not accepted for
exchange or which are withdrawn will be returned to the holder without cost to
the holder as soon as practicable after withdrawal, rejection of tender or
termination of the exchange offer. Properly withdrawn series A notes may be
re-tendered at any time prior to the expiration date.

FEES AND EXPENSES

     We will bear the expenses of soliciting tenders pursuant to the exchange
offer. The principal solicitation of tenders is being made by mail. However,
solicitations also may be made by telecopy, telephone or in person by officers
and regular employees of ours and our affiliates.

     We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others for
soliciting acceptances of the exchange offer. We will, however, pay the exchange
agent reasonable and customary fees for its services and reimburse it for its
reasonable out-of-pocket expenses in connection with the exchange offer. We may
also reimburse brokerage houses and other custodians, nominees and fiduciaries
for the reasonable out-of-pocket expenses they incur in forwarding copies of
this prospectus, letters of transmittal and related documents to the beneficial
owners of the series A notes and in handling or forwarding tenders for exchange.
We will pay the other expenses incurred in connection with the exchange offer,
including fees and expenses of the trustee, accounting and legal fees and
printing costs.

     We will pay all transfer taxes, if any, applicable to the exchange of
series A notes for series B notes pursuant to the exchange offer. If, however,
certificates representing series B notes or series A notes for principal amounts
which are not tendered or accepted for exchange are to be delivered to, or are
to be issued in the name of, a person other than the registered holder of the
series A notes tendered, or if tendered series A notes are registered in the
name of a person other than the person who signs the letter of transmittal, or
if a transfer tax is imposed for any other reason, other than the exchange of
series A notes for series B notes pursuant to the exchange offer, the tendering
holder must pay the transfer taxes (whether imposed on the registered holder or
any other person). Unless satisfactory evidence of payment of transfer taxes or
exemption from the need to pay them is submitted with the letter of transmittal,
the amount of the transfer taxes will be billed directly to the tendering
holder. We may refuse to issue series B notes in exchange for series A notes, or
to return certificates evidencing series A notes which are not exchanged, until
we receive evidence satisfactory to us that any transfer taxes payable by the
holder have been paid.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

     The exchange of the series A notes for the series B notes in the exchange
offer should not constitute an exchange for federal income tax purposes.
Consequently, (1) no gain or loss should be realized by a U.S. Holder upon
receipt of a series B note; (2) the holding period of the series B note should
include the holding period of the series A note for which it is exchanged; and
(3) the adjusted tax basis of the series B note should be the same as the
adjusted tax basis of the series A note for which it is exchanged, immediately
before the exchange. Even if the exchange of a series A note for a series B note
were treated as an exchange, the exchange should constitute a tax-free
recapitalization for federal income tax purposes.
                                       19
<PAGE>   26

Accordingly, a series B note should have the same issue price as a series A note
and a U.S. Holder should have the same adjusted basis and holding period in the
series B note as it had in the series A note immediately before the exchange. A
"U.S. Holder" means a person who is, for United States federal income tax
purposes, (1) a citizen or resident of the United States; (2) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision of the United States; or (3) an
estate or trust the income of which is subject to United States federal income
taxation regardless of its source.

CONSEQUENCES OF FAILURE TO EXCHANGE OLD NOTES

     If a holder does not exchange series A notes for series B notes in response
to the exchange offer, the series A notes will continue to be subject to the
restrictions on transfer described in the legend on the certificate evidencing
the series A notes, and will not have the benefit of any agreement by us to
register series A notes under the Securities Act. In general, notes may not be
offered or sold, unless the sale is registered under the Securities Act, or
unless the offer and sale are exempt from, or not subject to, the Securities Act
or any applicable state securities laws.

     Participation in the exchange offer is voluntary and holders should
carefully consider whether to accept the exchange offer and tender their series
A notes. Holders of series A notes are urged to consult their financial and tax
advisors in making their own decisions on what action to take.

ACCOUNTING TREATMENT

     The series B notes will be recorded in our accounting records at the same
carrying value as the series A notes on the date of the exchange. Accordingly,
we will not recognize any gain or loss for accounting purposes as a result of
the exchange offer. We will amortize the expenses of the exchange offer over the
term of the series B notes.

EXCHANGE AGENT

     Bank One Trust Company, N.A. has been appointed as exchange agent for the
exchange offer. All correspondence in connection with the exchange offer and the
letter of transmittal should be addressed to the exchange agent, as follows:

<TABLE>
<CAPTION>
                                                                        BY REGISTERED OR
         BY FACSIMILE:              BY OVERNIGHT COURIER:               CERTIFIED MAIL:
<S>                              <C>                           <C>
   Facsimile: (312) 407-4656     Bank One Trust Company, N.A.     Bank One Trust Company, N.A.
Global Corporate Trust Services     Global Corporate Trust      Global Corporate Trust Services
   Attention: Mary R. Fonti                Services                     1 Bank One Plaza
   Telephone: (212) 373-1105        One North State Street               Suite IL1-0126
                                          9th Floor               Chicago, Illinois 60670-0126
                                   Chicago, Illinois 60602          Attention: Mary R. Fonti
                                   Attention: Mary R. Fonti
</TABLE>

     Requests for additional copies of this prospectus or the letter of
transmittal should be directed to the exchange agent.

                                       20
<PAGE>   27

                                 CAPITALIZATION

     The table below shows our capitalization as of February 29, 2000: (1) on an
actual basis; (2) on a pro forma basis assuming (a) completion of the
acquisition of U.S. Home, and (b) the closing of our new senior secured credit
facilities and the use of the proceeds of that financing to refinance our and
U.S. Home's existing bank debt and to pay merger-related costs, in each case as
if those transactions had occurred on February 29, 2000, and (3) on a pro forma
as adjusted basis to take account of the pro forma transactions, the issuance of
the Notes and the use of the net proceeds from the issuance of the Notes and
proceeds from the new senior secured credit facilities to purchase all of U.S.
Home's public debt securities and pay fees and expenses.

<TABLE>
<CAPTION>
                                                                    AS OF FEBRUARY 29, 2000
                                                           ------------------------------------------
                                                                                          PRO FORMA
                                                                              PRO             AS
                                                              ACTUAL        FORMA(1)       ADJUSTED
                                                           ------------   ------------   ------------
                                                            (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                        <C>            <C>            <C>
DEBT:
Revolving Credit Facilities..............................   $  229,600     $  280,648     $  499,680
Term Loan B..............................................           --        400,000        400,000
Lennar's Zero Coupon Senior Convertible Debentures due
  2018...................................................      242,507        242,507        242,507
Lennar's 7 5/8% Senior Notes due 2009 (net of $12,226
  discount)..............................................      269,774        269,774        269,774
Lennar's 9.95% Senior Notes due 2010 (net of $24,983
  discount)..............................................           --             --        300,017
U.S. Home's Notes(2).....................................           --        532,731         18,712
Other debt...............................................        8,303         34,164         34,164
                                                            ----------     ----------     ----------
     Total homebuilding debt.............................      750,184      1,759,824      1,764,854
Financial services debt..................................      175,371        262,556        262,556
Limited-purpose finance subsidiaries debt................       24,095         24,095         24,095
                                                            ----------     ----------     ----------
     Total debt..........................................      949,650      2,046,475      2,051,505
STOCKHOLDERS' EQUITY:
Common Stock of $0.10 par value per share, 48,520 shares
  issued (61,498 shares pro forma and pro forma as
  adjusted)(1)(3)(4).....................................        4,852          6,150          6,150
Class B Common Stock of $0.10 par value per share, 9,848
  shares issued..........................................          985            985            985
Additional paid-in capital...............................      525,718        791,287        791,287
Retained earnings........................................      377,641        377,641        377,641
Treasury Stock, at cost, 9,710 shares of Common Stock
  (9,848 shares pro forma and pro forma as adjusted).....     (156,487)      (158,943)      (158,943)
                                                            ----------     ----------     ----------
     Total stockholders' equity..........................      752,709      1,017,120      1,017,120
                                                            ----------     ----------     ----------
          Total capitalization...........................   $1,702,359     $3,063,595     $3,068,625
                                                            ==========     ==========     ==========
</TABLE>

---------------
(1) We acquired U.S. Home through a merger in which U.S. Home's stockholders
    received approximately $243,000 in cash and 12,978 shares of Lennar Common
    Stock (which, for financial statement reporting purposes, Lennar recorded at
    a value of approximately $20.56 per share).

(2) U.S. Home's Notes consist of 7.95% Senior Notes due 2001 ($75,750), 8.25%
    Senior Notes due 2004 ($101,000), 7 3/4% Senior Notes due 2005 ($101,000),
    8.88% Senior Subordinated Notes due 2007 ($126,250) and 8.875% Senior
    Subordinated Notes due 2009 ($126,250). These amounts reflect a value of
    U.S. Home's notes at 101% of their principal amount, which is the purchase
    price payable under our tender offer for those notes.

(3) In March 1998, we entered into an agreement with a banking firm which gives
    us the option (but does not require us) to sell Common Stock to that firm
    based upon market prices from time to time for a total of $120,000. To date,
    we have made sales totaling $36,000 under the agreement.

(4) Does not include 6,100 shares of Common Stock issuable upon conversion of
    the Zero Coupon Senior Convertible Debentures due 2018 or 3,800 shares of
    Common Stock issuable upon exercise of stock options which were outstanding
    at February 29, 2000.

                                       21
<PAGE>   28

                               BUSINESS OF LENNAR

                                    GENERAL

     We have been selling and building single family homes to first-time,
first-time move-up, second-time move-up, active adults and others for over 40
years. We currently operate in 13 states, including Florida, California, Texas,
Arizona and Nevada. According to data from the Bureau of the Census, these five
states accounted for approximately 33% of residential building permits issued in
the United States during 1999.

     Our revenues from homebuilding operations increased to $2.8 billion in
fiscal 1999 from $666 million in fiscal 1995, which represents a compound annual
growth rate of 44%. Over the same period, our earnings before interest and
taxes, referred to as "EBIT," grew to $334 million from $135 million, a compound
annual growth rate of 26%. We delivered 12,589 homes in fiscal 1999 compared
with 10,777 homes in fiscal 1998 and 4,680 homes in fiscal 1995. At February 29,
2000, the dollar value of our backlog of homes under contract totaled $773
million (3,238 homes), compared with $934 million (4,590 homes) at February 28,
1999.

     Our financial services subsidiaries provide mortgage financing, title
insurance and closing services to people who buy our homes and others. These
subsidiaries also package and resell mortgage loans, perform mortgage loan
servicing activities and provide cable television and alarm monitoring services
to residents of our communities and others. Our subsidiaries sell their loans in
the secondary mortgage market, but usually retain the servicing rights. In
fiscal 1999, we originated $2.2 billion of mortgage loans compared with $1.0
billion in the prior year. Approximately 51% of the loans we originated in
fiscal 1999 were to persons buying our homes compared with 77% in fiscal 1998.

                               BUSINESS STRATEGY

     We use a number of strategies to grow our business. They include the
following:

ACQUIRE LAND AT ADVANTAGEOUS PRICES

     Throughout our history, we have acquired land at what we believed to be
favorable prices and benefited from appreciation in its value before we
incorporated it into finished homes. We have done this by (a) acquiring land in
areas which are in early stages of becoming homebuilding growth markets, or
which we believe will shortly begin to emerge as growth markets, (b) entering
major growth markets when they are recovering from homebuilding slowdowns and
(c) actively acquiring land during low points in the real estate cycle. We
employed this strategy in Florida and Arizona during the 1970's and 1980's, and
we have employed it in making major acquisitions in Texas and California during
the past several years. Appreciation in the price of land between the time we
acquire it and the time we build homes on it increases our gross profit margins
and often gives us an advantage over competing homebuilders.

     Our recent expansion into California typifies our approach toward entering
new markets. We entered California in 1995 by acquiring Bramalea California,
Inc. which gave us a land position of 3,000 homesites. At that time, the
California housing market was beginning to emerge from a slowdown that had begun
in 1989. During 1996 and 1997, we increased our California position by acquiring
other homebuilders and attractive land parcels. In October 1997, we acquired
Pacific Greystone Corporation, a leading homebuilder in both Northern and
Southern California, with operations also in Arizona and Nevada. The Pacific
Greystone acquisition substantially increased our California inventory and
brought us the management structure we needed to conduct a major homebuilding
operation in California and elsewhere in the West. Since the Pacific Greystone
transaction, we have acquired the properties of three more companies: Winncrest
Homes, ColRich Communities and Polygon Communities. These acquisitions gave us
new opportunities in the recovering Inland Empire area of California, and
strengthened our positions in Orange County, California, and in the Sacramento
and San Diego areas of California. In total, the three acquisitions provided us
approximately 6,000 owned homesites, 7,600 controlled homesites and a $170
million backlog of home sales contracts, and at November 30, 1999, we had
approximately 32,000 owned and controlled homesites in California. As a result
of our expansion strategy, we believe we currently are one of the
best-positioned builders in California.

                                       22
<PAGE>   29

     We do not use all the land we acquire in our homebuilding operations. We
often reduce our inventory by selling parcels to other developers to help
achieve a higher return on our investment.

GROW THROUGH ACQUISITIONS

     We have frequently acquired companies or their assets to expand our
homebuilding and financial services activities. This has included acquiring
homebuilding companies in order to obtain their inventories and homebuilding
operations. We did that with the acquisition of H. Miller & Sons in 1984,
Development Corporation of America in 1986, Bramalea California, Inc. in 1995,
Village Builders, Friendswood Development Company, Renaissance Homes and Regency
Title in 1996, Pacific Greystone Corporation in 1997, North American Title,
Winncrest Homes, ColRich Communities and Polygon Communities in 1998, and Eagle
Home Mortgage Company and Southwest Land Title Company in 1999.

     Our acquisition of U.S. Home is another significant use of an acquisition
to expand our homebuilding and mortgage finance activities.

FOCUS ON FASTEST GROWING HOUSING MARKETS

     From our origin in South Florida to our expansion into Arizona, Texas,
California and Nevada, we have concentrated on the Sun Belt States. Demand for
new homes has been substantially greater in those states than in most other
areas of the country. These five states accounted for approximately 33% of all
residential building permits issued in the United States in 1999.

     The acquisition of U.S. Home brings us into eight states that accounted for
an additional 24% of residential building permits issued in 1999, as well as
bringing us into new areas of states in which we already build homes.

GENERATE EARNINGS FROM FINANCIAL SERVICES SUBSIDIARIES

     Our financial services subsidiaries generate significant earnings by
originating and servicing mortgage loans, providing title insurance and closing
services for homebuyers and packaging and reselling mortgage loans. Because the
financial services subsidiaries rapidly resell the loans they originate into the
secondary mortgage market, generally on a non-recourse basis, our financial
services activities involve a relatively low capital investment.

     The acquisition of U.S. Home will significantly expand our mortgage finance
business.

FOCUS ON CUSTOMER CARE AND SATISFACTION

     We are dedicated to providing each homebuyer with high quality, service and
value. We have a program called "Zero Defects(SM)" to ensure that each Lennar
home is as close as possible to defect-free before the home sale closes. We also
have a "TLC(SM)" Program ("Total Lennar Care(SM)"), through which we provide
proactive, customer-driven post sale service, which ultimately leads to enhanced
customer retention and referrals. Our focus on customer care has made customer
referrals a major source of new customer leads.

     Like us, U.S. Home has made quality products the centerpiece of its
homebuilding business.

                                   OPERATIONS

     We have two business segments: homebuilding and financial services. Assets
and results of operations of our reportable segments are separately disclosed in
our Consolidated Financial Statements which are incorporated by reference into
this prospectus.

                                       23
<PAGE>   30

HOMEBUILDING OPERATIONS

     Our homebuilding operations include the sale and construction of
single-family attached and detached homes in Florida, California, Texas, Arizona
and Nevada. During 1999, our product mix consisted of deliveries of
approximately 30% first-time homes, 65% move-up homes and 5% retirement and
active adult homes. Our homebuilding activities also include the purchase,
development and sale of residential land. We have a 50% interest in two general
partnerships with LNR Property Corporation, which acquire and develop land and
sell land to us and to others. We manage the day-to-day operations of the
partnerships and receive a management fee.

FINANCIAL SERVICES

     Our financial services activities are conducted primarily through Lennar
Financial Services, Inc. and its subsidiaries. Our financial services
subsidiaries make conventional, FHA-insured and VA-guaranteed mortgage loans
available to qualified purchasers of our homes and others from offices located
in Florida, California, Arizona, Texas, Nevada, Oregon, Utah and Washington. In
1999, loans to buyers of our homes represented approximately 51% of our $2.2
billion of loan originations, compared to 77% in 1998. In addition, these
companies provide title insurance and closing services for Lennar homebuyers and
others, package and resell residential mortgage loans and mortgage-backed
securities, perform mortgage loan servicing activities and provide cable
television and alarm monitoring services to residents of Lennar communities and
others. During our fiscal 1998 year, we acquired North American Title Group.
This acquisition, together with our 1996 acquisition of Regency Title Company,
significantly expanded our title insurance and closing business in Texas and
expanded our title insurance business into California, Arizona and Colorado.
During fiscal 1999, we acquired Eagle Home Mortgage Company and Southwest Land
Title Company.

     For more information regarding us, see our documents incorporated by
reference in this prospectus.

                             BUSINESS OF U.S. HOME

                                    GENERAL

     Organized in 1954 and incorporated in Delaware in 1959, U.S. Home
Corporation was one of the largest single-family homebuilders in the United
States based on homes delivered in 1999. U.S. Home builds and sells homes in
more than 240 new home communities in 33 market areas in 13 states. Since its
formation, U.S. Home has delivered over 292,000 homes. In 1998, U.S. Home was
the eighth largest single-family on-site homebuilder in the United States based
on homes completed and delivered and U.S. Home has been among the ten largest
single-family on-site homebuilders in the United States for over 20 years. In
1999 U.S. Home had total revenues of $1.82 billion and net income of $72.4
million and U.S. Home delivered 9,069 homes during that year.

                               BUSINESS STRATEGY

FOCUS ON POPULAR GROWTH CORRIDORS

     In each of the 33 markets in which U.S. Home operates, U.S. Home strives to
build quality homes offering prospective homebuyers a high level of new home
value. U.S. Home offers a wide variety of moderately priced homes that are
designed to appeal to the affordable, move-up and retirement and active adult
buyers. Because U.S. Home believes that many home purchasers compare homes on
the basis of location, perceived quality and dollars of purchase price per
square foot of living area, U.S. Home has focused its community development
efforts on popular growth corridors. Development in these corridors allows U.S.
Home to appeal to a wide variety of buyers by designing homes of high quality,
value and flexibility. U.S. Home designs its homes for maximum living space and
provides opportunities to buyers in each of its markets to choose interior and
exterior features to enhance their homes through its U.S. Home Custom Design
Studios.
                                       24
<PAGE>   31

FOCUS ON HIGH QUALITY AND CUSTOMER SERVICE STANDARDS

     As a service to its homebuyers, U.S. Home markets homes in "model home
parks" featuring one or more model homes, attractively furnished and decorated
and staffed by its sales consultants. These consultants provide information
regarding floor plans, the various elevations available and decorating options,
as well as assisting with mortgage financing information. A model home may
include a variety of options and upgrades that the customer may request at an
additional cost, and includes items such as special floor and window treatments,
custom cabinetry, pools, fireplaces and decks. U.S. Home constantly studies
aesthetic design and architectural trends, as well as quality construction and
engineering trends, in order to provide customers with high quality and customer
service. U.S. Home also has received numerous awards in various markets for
outstanding housing design.

                                   OPERATIONS

     U.S. Home is engaged in two related industries: homebuilding and financial
services. Assets and results of operations of U.S. Home's reportable segments
are separately disclosed in its Consolidated Financial Statements incorporated
in this document by reference.

HOMEBUILDING OPERATIONS

     U.S. Home's primary business is the on-site development of single-family
residential communities in or near major metropolitan areas of Arizona,
California, Colorado, Florida, Maryland/Virginia, Michigan, Minnesota, Nevada,
New Jersey, North Carolina, Ohio and Texas. U.S. Home's product line includes
both single-family detached and attached homes. During 1999, approximately 81%
of the homes U.S. Home delivered were single-family detached homes as compared
to 78% in 1998 and 80% in 1997. During 1999, U.S. Home's product mix consisted
of deliveries of approximately 35% affordable homes, 40% move-up homes and 25%
retirement and active adult homes.

     For a number of years, U.S. Home has developed a significant portion of its
residential communities (primarily in the affordable and move-up communities)
through rolling lot options. U.S. Home purchases finished lots through these
options, which enable it initially to pay a small fraction of the total lot cost
and then purchase the lots on a scheduled basis. During 1999, 31% of U.S. Home's
unit deliveries were from lots acquired by the exercise of rolling lot options,
as compared with 36% in 1998. At December 31, 1999, U.S. Home's land and
finished lot inventories totaled $679.3 million, excluding option deposits. At
the time, U.S. Home's refundable and nonrefundable deposits totaled $47.2
million for options and contracts to purchase undeveloped land and finished lots
for homebuilding operations for a total purchase price of approximately $533.9
million. U.S. Home has incurred pre-development costs of approximately $56.0
million relating to these properties.

FINANCIAL SERVICES

     U.S. Home's financial services activities consist primarily of its mortgage
banking activities and are conducted primarily through its wholly-owned
subsidiary, U.S. Home Mortgage Corporation, a Florida corporation. U.S. Home's
subsidiary originates conventional, FHA-insured and VA-guaranteed mortgage loans
to qualified purchasers of our homes from 22 branch and satellite offices which
serve most of the market areas where U.S. Home conducts its homebuilding
operations. U.S. Home does not retain or service the mortgages that it
originates but, rather, processes and sells the mortgages and related servicing
rights to third party investors. Loans and servicing rights are generally sold
and funded by investors within 30 days after the home is delivered. U.S. Home's
"capture rate" for providing financing to buyers of homes it delivered was 82%
in 1999 compared to 83% in 1998 and 76% in 1997.

     For more information regarding U.S. Home, see U.S. Home's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999, which is incorporated by
reference in this document.

                                       25
<PAGE>   32

                     BUSINESS OF COMBINED LENNAR/U.S. HOME

     Based on information in homebuilding industry publications, a combined
Lennar and U.S. Home would have been the nation's largest homebuilder in 1999
based on homebuilding revenues, domestic homes delivered and homebuilding
EBITDA. On a combined pro forma basis, Lennar and U.S. Home would have reported
revenues of $4.9 billion and earnings before interest, taxes, depreciation and
amortization of $551 million in 1999.

     The combined company will benefit from, among other things, an increased
geographic market and a broader product offering. Geographically, the combined
company will operate in 13 states, including the six states that have either the
largest or the fastest growing population in the nation (Florida, California,
Texas, Colorado, Arizona and Nevada). Our product offering will be materially
enhanced by the U.S. Home strategic position in the retirement/active adult
segment of the market. We will build homes for the first-time, first-time
move-up, second-time move-up and retirement purchasers under both the Lennar and
U.S. Home brand names. The enhanced size and scope of our business will allow us
to solidify further our position in our principal current markets, as well as
helping us to expand the areas of our activities and to pursue new Internet and
broadband opportunities for the homebuilding and residential mortgage
industries.

     The following table provides data, on a state-by-state basis, regarding the
combined homebuilding operations of Lennar and U.S. Home at or for the year
ended November 30, 1999 as to Lennar and December 31, 1999 as to U.S. Home.

  PRO FORMA HOMESITES OWNED AND CONTROLLED AND LAST 12 MONTH DELIVERIES(1)(2)

<TABLE>
<CAPTION>
                                                             HOMESITES
                                                  -------------------------------
                                                                          TOTAL        1999
                     STATE                        OWNED    CONTROLLED   HOMESITES   DELIVERIES
                     -----                        ------   ----------   ---------   ----------
<S>                                               <C>      <C>          <C>         <C>
Florida.........................................  16,036     33,716       49,752       6,715
California......................................  15,277     21,353       36,630       4,508
Texas...........................................  10,356      7,923       18,279       4,381
Colorado........................................   5,759      3,732        9,491       1,178
Arizona.........................................   4,397      1,309        5,706       2,429
Minnesota.......................................   1,605      2,842        4,447         753
Maryland/Virginia...............................   2,504        915        3,419         589
New Jersey......................................     820      2,007        2,827         304
Nevada..........................................   1,212        169        1,381         724
Ohio............................................     350         82          432          77
                                                  ------     ------      -------      ------
Total...........................................  58,316     74,048      132,364      21,658
                                                  ======     ======      =======      ======
</TABLE>

---------------
(1) Lennar homesite positions and deliveries are presented as of or for the
    fiscal year ended November 30, 1999. U.S. Home homesite positions and
    deliveries are presented as of or for the fiscal year ended December 31,
    1999.

(2) Excludes U.S. Home joint venture activity in Michigan and North Carolina.

                                       26
<PAGE>   33

                              MANAGEMENT OF LENNAR

     Our directors and executive officers as of the date of this prospectus are
as follows:

<TABLE>
<CAPTION>
                  NAME                                     POSITION
                  ----                                     --------
<S>                                        <C>
Leonard Miller...........................  Chairman of the Board and Director
Stuart A. Miller.........................  President, Chief Executive Officer, and
                                           Director
Robert J. Strudler(1)....................  Vice-Chairman of the Board, Chief
                                           Operating Officer and Director
Bruce E. Gross...........................  Vice President and Chief Financial
                                           Officer
Allan J. Pekor...........................  Vice President
Marshall H. Ames.........................  Vice President
Jonathan M. Jaffe........................  Vice President and Director
David B. McCain..........................  Vice President, General Counsel and
                                           Secretary
Waynewright Malcolm......................  Vice President and Treasurer
Diane J. Bessette........................  Vice President and Controller
Craig M. Johnson.........................  Vice President-Community Development
Irving Bolotin...........................  Director
R. Kirk Landon...........................  Director
Sidney Lapidus...........................  Director
Reuben S. Leibowitz......................  Director
Steven J. Saiontz........................  Director
Arnold P. Rosen..........................  Director
Steven L. Gerard(1)......................  Director
Herve Ripault(1).........................  Director
</TABLE>

---------------
(1) Mr. Strudler was the co-chief executive officer of U.S. Home and was a
    Director of U.S. Home. Each of Messrs. Gerard and Ripault was a Director of
    U.S. Home.

     For information regarding the ages and business backgrounds of our
executive officers, please refer to the caption "Directors and Executive
Officers of the Registrant" in Part III of our Annual Report on Form 10-K for
the fiscal year ended November 30, 1999, which is incorporated in this document
by reference. Similar information regarding our directors appears in our proxy
statement for our 2000 Annual Meeting of Stockholders. Information regarding
Robert J. Strudler, Steven L. Gerard, Craig M. Johnson and Herve Ripault may be
found in U.S. Home's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, which is incorporated in this document by reference.

                                       27
<PAGE>   34

              DESCRIPTION OF NEW SENIOR SECURED CREDIT FACILITIES

SENIOR SECURED CREDIT FACILITIES

     Concurrently with the sale of the notes, we entered into a credit agreement
with a syndicate of financial institutions which provides up to a maximum amount
of $1.4 billion of senior secured credit facilities (subject to increase as
described below) which we used and will use to finance the acquisition of U.S.
Home, to refinance our and U.S. Home's existing indebtedness, including U.S.
Home's public debt securities which were the subject of our tender offer and
consent solicitation, and for working capital and other general corporate
purposes.

     The senior secured credit facilities consist of: a $700 million five-year
revolving credit facility, a $300 million 364-day revolving credit facility and
a $400 million seven-year term loan B. The five-year revolving credit facility
and/or the term loan B may be increased, subject to the administrative agent's
approval, by not more than $100 million in the aggregate (but without any
obligation of any lender to increase its commitment). Amounts under each of the
revolving credit facilities may be repaid and reborrowed prior to the final
maturity date. Bank One, N.A. will be the administrative agent and Bankers Trust
Company will be syndication agent for the credit facilities. Affiliates of Banc
of America Securities LLC and Credit Lyonnais Securities (USA) Inc. will be the
co-documentation agents for the credit facilities. An affiliate of Wachovia
Securities, Inc. will be a lender under the credit facilities. Banc One Capital
Markets, Inc. and Deutsche Bank Securities Inc. will be the lead arrangers and
joint book managers.

REVOLVING CREDIT FACILITIES

     The senior secured credit facilities include a five-year revolving credit
facility of $700 million, of which up to $100 million is available for letters
of credit and $30 million is available for swingline loans.

     The senior secured credit facilities also include a 364-day revolving
credit facility of $300 million, which may be extended annually by the lenders
at our request. This facility will generally be convertible to a term loan on
any anniversary on which it is not extended by the lenders. The term loan would
then amortize in equal quarterly installments, and mature on the fifth
anniversary of the closing.

     To the extent there are U.S. Home notes that were not tendered pursuant to
our cash tender offer and consent solicitation or the offer U.S. Home will be
required to make after the merger closes, we will have the choice of: (1)
permanently reducing the revolving credit facilities by the principal amount of
those U.S. Home notes that remain outstanding (first, to the 364-day revolving
credit facility, then to the five-year revolving credit facility); (2) defeasing
the remaining U.S. Home notes that are outstanding; or (3) any combination of
(1) and (2). Until approximately 90 days after the closing of the U.S. Home
acquisition, the amount of any potential revolver commitment reduction will
remain committed by lenders, but availability for this portion of the revolving
credit facilities will be limited only to fund the principal amount of newly
retired U.S. Home notes. Supplemental indentures have been signed to reflect
amendments to the indentures under which the U.S. Home notes were issued. Those
amendments became operative concurrently with the sale of the notes.

TERM LOAN B

     The senior secured credit facilities include a seven-year term loan B in an
aggregate principal amount of $400 million. Loans under this part of the
facilities were drawn in full on closing of the financing and will be amortized
in equal quarterly principal payments of $1.0 million on the first day of each
calendar quarter prior to maturity, with the balance to be paid at maturity.

INTEREST RATES AND FEES

     The applicable margin spread for eurodollar rate loans and the per annum
percentage used to calculate the unused commitment fee will be determined by
reference to a pricing schedule which is based

                                       28
<PAGE>   35

upon our leverage ratio and the credit ratings for the senior secured credit
facilities. The applicable margin for the revolvers ranges between 100 basis
points and 225 basis points, depending upon the pricing schedule. The applicable
margin for the term loan B ranges between 250 basis points and 300 basis points,
depending upon the pricing schedule. Undrawn commitment fees on the revolving
credit facilities generally range between 17.5 basis points and 45 basis points
per annum. A prepayment premium based on the principal amount prepaid will be
required for any term loan B prepayments made on or before the first anniversary
of the closing of the financing.

COVENANTS AND BORROWING LIMITS

     The senior secured credit facilities contain affirmative and negative
covenants. The covenants include: (1) restrictions on dispositions, mergers and
sales of assets, changes in business activities, transactions with affiliates,
dividend and other distributions, payment or prepayment of subordinated debt,
investments and acquisitions and the incurrence of liens; and (2) the following
financial covenants: (a) a maximum leverage ratio, (b) a minimum interest
coverage ratio, (c) a maximum subsidiary indebtedness and guarantee obligations
test, (d) a minimum adjusted tangible net worth test, (e) a limitation on
speculative inventories, (f) a limitation on investment in certain subsidiaries
and (g) a land/net worth ratio.

     The senior secured credit facilities also contain a borrowing limit
governing total senior debt at any time that the facilities are rated below
investment grade by both Moody's Investors Service and Standard & Poor's.

EVENTS OF DEFAULT

     Events of default under the senior secured credit facilities include
non-payment of principal, interest or fees, violation of covenants, inaccuracy
of representations and warranties in any material respect, bankruptcy and
insolvency events, cross-defaults and a default in the event of a change of
control. If an event of default occurs, the lenders under the senior secured
credit facilities will be entitled to take various actions, including
accelerating the amounts due under the senior secured credit facilities and
requiring immediate repayment of all amounts outstanding.

GUARANTEES AND SECURITY

     All obligations under the senior secured credit facilities and under any
interest rate protection and other hedging agreements with any lender have been
guaranteed by substantially all of our subsidiaries except our mortgage and
title reinsurance services subsidiaries.

     All obligations under the senior secured credit facilities, the guarantees
and any interest rate protection and other hedging agreements with any lender
have been secured by pledges of all capital stock in our significant
subsidiaries, excluding our mortgage services subsidiaries. The collateral will
be subject to a collateral trust, with Bank One, N.A. as collateral trustee, the
beneficiaries of which will be the lenders and the holders of our existing
7 5/8% senior notes due 2009 and our zero coupon senior convertible debentures
due 2018.

                                       29
<PAGE>   36

              DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS OF LENNAR

7 5/8% SENIOR NOTES DUE 2009

     On February 19, 1999, we sold $282 million principal amount of 7 5/8%
senior notes due 2009. The 7 5/8% senior notes will mature on March 1, 2009.
Interest is payable on each March 1 and September 1. The 7 5/8% senior notes
contain covenants limiting our ability to incur liens on our assets and
properties and to enter into certain sale and leaseback transactions.

     The 7 5/8% senior notes are equally and ratably secured by the stock which
secures the senior secured credit facilities described above. Our obligations
under the 7 5/8% senior notes also have been guaranteed by the guarantors of the
notes.

ZERO COUPON SENIOR CONVERTIBLE DEBENTURES DUE 2018

     In July and August 1998, we sold $493 million principal amount at maturity
of our zero coupon senior convertible debentures due 2018, for gross proceeds of
$229 million. The debentures will mature on July 29, 2018. The issue price of
the debentures of $464.13 per $1,000 principal amount at maturity represents a
yield to maturity of 3.875% per annum. There are no periodic payments of
interest. Each debenture is convertible into shares of our common stock at a
conversion rate of 12.3768 shares per $1,000 principal amount at maturity
(subject to adjustment to prevent dilution). The debentures contain covenants
limiting our ability to incur liens on our assets and properties and to enter
into certain sale and leaseback transactions. Holders of the debentures have the
option to require us to repurchase the debentures on any of the fifth, tenth, or
fifteenth anniversary dates from the issue date for the initial issue price plus
accrued original issue discount through the date of repurchase. We have the
option to satisfy the repurchases with any combination of cash and/or shares of
our common stock. We will have the option to redeem the debentures, in cash, at
any time after the fifth anniversary date for the initial issue price plus
accrued original issue discount.

     The debentures are equally and ratably secured by the stock which secures
the senior secured credit facilities described above. Our obligations under the
debentures also have been guaranteed by the guarantors of the notes.

                                       30
<PAGE>   37

                              DESCRIPTION OF NOTES

     We have summarized certain terms of the Notes and the Indenture in this
section. This summary is not complete.

     We issued the Notes under an indenture among us, the guarantors and Bank
One Trust Company, N.A., as trustee (the "Trustee"), dated as of May 3, 2000
(the "Indenture"). Because of the exchange offer, the Indenture has become
subject to the Trust Indenture Act of 1939, as amended. The following summary of
certain provisions of the Indenture does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the Trust
Indenture Act, and to all of the provisions of the Indenture, including the
definitions of certain terms. A copy of the Indenture may be obtained from us or
the initial purchasers. Any series A notes that remain outstanding after the
completion of the exchange offer, together with the series B notes issued in
connection with the exchange offer, will be treated as a single class of
securities under the Indenture. Capitalized terms used but not defined in this
section have the meanings specified in the Indenture. For purposes of this
"Description of Notes", "Lennar", "we" or "us" refers to Lennar Corporation and
does not include our subsidiaries except in references to financial data
determined on a consolidated basis. References to "U.S. Home" refer to U.S. Home
Corporation prior to its merger with Len Acquisition Corporation, a wholly owned
subsidiary of Lennar, and to the surviving corporation of that transaction after
its consummation. References to "Notes" include references to the series B
notes.

GENERAL

     The Notes will bear interest from the date the notes are first issued under
the Indenture at the rate per annum shown on the cover page of the prospectus,
payable semi-annually on June 1 and December 1 of each year, commencing December
1, 2000, to Holders of record at the close of business on May 15 or November 15,
as the case may be, immediately preceding each such interest payment date. The
Notes will mature on May 1, 2010, and will be issued in denominations of $1,000
and integral multiples thereof.

     The Notes will be limited to an aggregate principal amount of $525 million,
of which $325 million will be issued in the Offering. Additional Notes of up to
$200 million aggregate amount may be issued in one or more series from time to
time subject to the limitations set forth under "Certain Covenants --
Limitations on Indebtedness". The Notes will be guaranteed by each of the
Guarantors pursuant to the guarantees (the "Guarantees") described below.

     The Notes will be general unsecured obligations of Lennar and will rank
senior in right of payment to all future Indebtedness of Lennar that is, by its
terms, expressly subordinated in right of payment to the Notes and any other
senior Indebtedness and pari passu in right of payment with all existing and
future unsecured Indebtedness of Lennar that is not so subordinated. The
Guarantees will be general unsecured obligations of the Guarantors and will rank
senior in right of payment to all future Indebtedness of the Guarantors that is,
by its terms, expressly subordinated in right of payment to the Guarantees or
any other senior Indebtedness of the Guarantors and will rank pari passu in
right of payment with all existing and future unsecured Indebtedness of the
Guarantors that is not so subordinated.

     Secured creditors of Lennar and the Guarantors will have a claim on the
assets which secure the obligations of Lennar and the Guarantors to such
creditors prior to claims of holders of the Notes against those assets. At
February 29, 2000, adjusted to give effect to the transactions described under
"Capitalization", Lennar and the Guarantors would have had approximately $1.8
billion (including the Notes) of Indebtedness outstanding, substantially all of
which would have been secured indebtedness and none of which would have been
subordinated to the Notes.

REDEMPTION

     No Mandatory Redemption.  There will be no sinking fund for or other
mandatory redemption of the Notes.

                                       31
<PAGE>   38

     Optional Redemption.  The Notes will be redeemable, at Lennar's option, in
whole or in part at any time or from time to time, on or after May 1, 2005, upon
not less than 30 nor more than 60 days' notice, at the following redemption
prices (expressed as percentages of the principal amount thereof) if redeemed
during the twelve-month period commencing on May 1 of the years set forth below,
plus, in each case, accrued interest thereon to the date of redemption:

<TABLE>
<CAPTION>
                            YEAR                              PERCENTAGE
                            ----                              ----------
<S>                                                           <C>
2005........................................................   104.975%
2006........................................................   103.317
2007........................................................   101.658
2008 and thereafter.........................................   100.000
</TABLE>

     Optional Redemption upon Equity Offering.  Notwithstanding the foregoing,
at any time, or from time to time, on or prior to May 1, 2003, Lennar, at its
option, may redeem, with the net cash proceeds of one or more Equity Offerings
by Lennar, up to 35% of the aggregate principal amount of the Notes originally
issued, at a redemption price equal to 109.950% of the principal amount of such
Notes, plus accrued interest thereon to the date of redemption; provided,
however, that after each such redemption not less than 65% of the aggregate
principal amount of Notes originally issued (excluding any Notes held by Lennar
or any of its Subsidiaries) remains outstanding. Notice of any such redemption
must be given within 60 days after the date of the closing of the relevant
Equity Offering.

     Redemption Procedures.  Selection of the Notes or portions thereof for
redemption pursuant to the foregoing shall be made by the Trustee by lot, on a
pro rata basis, or on such other basis as the Trustee deems fair and appropriate
(subject to the procedures of The Depository Trust Company). Notice of
redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder whose Notes are to be redeemed at the registered
address of such Holder. On and after the redemption date, interest ceases to
accrue on the Notes or portions thereof called for redemption.

THE GUARANTEES

     Each of the Guarantors will (so long as it remains a Restricted Subsidiary)
unconditionally guarantee on a joint and several basis all of Lennar's
obligations under the Notes, including its obligations to pay principal,
premium, if any, and interest with respect to the Notes. The Guarantees will be
general unsecured obligations of the Guarantors and will rank pari passu with
all existing and future unsecured Indebtedness of the Guarantors that is not, by
its terms, expressly subordinated in right of payment to the Guarantees or other
senior Indebtedness of the Guarantors. The obligations of each Guarantor are
limited to the maximum amount which, after giving effect to all other contingent
and fixed liabilities of such Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to its contribution obligations under the Indenture, will result in the
obligations of such Guarantor under its Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under federal or state law. Each Guarantor
that makes a payment or distribution under a Guarantee shall be entitled to a
contribution from each other Guarantor in an amount pro rata, based on the net
assets of each Guarantor, determined in accordance with GAAP.

     The Indenture requires that each existing and future Restricted Subsidiary
(other than any Foreign Subsidiary) that guarantees any Indebtedness of Lennar
or any other Restricted Subsidiary be a Guarantor. Lennar will be permitted to
cause any Unrestricted Subsidiary to be a Guarantor.

     The Indenture provides that if all or substantially all of the assets of
any Guarantor or all of the Capital Stock of any Guarantor is sold (including by
consolidation, merger, issuance or otherwise) or disposed of (including by
liquidation, dissolution or otherwise) by Lennar or any of its Subsidiaries, or,
unless Lennar elects otherwise, if any Guarantor is designated an Unrestricted
Subsidiary in accordance with the terms of the Indenture, then such Guarantor
(in the event of a sale or other disposition of all of

                                       32
<PAGE>   39

the Capital Stock of such Guarantor or a designation as an Unrestricted
Subsidiary) or the Person acquiring such assets (in the event of a sale or other
disposition of all or substantially all of the assets of such Guarantor) shall
be deemed automatically and unconditionally released and discharged from any of
its obligations under the Indenture without any further action on the part of
the Trustee or any Holder of the Notes. An Unrestricted Subsidiary that is a
Guarantor shall be deemed automatically and unconditionally released and
discharged from all obligations under its Guarantee upon notice from Lennar to
the Trustee to such effect, without any further action required on the part of
the Trustee or any Holder.

     Except as provided in "Certain Covenants" below, Lennar is not restricted
from selling or otherwise disposing of any of the Guarantors. A sale of assets
or Capital Stock of a Guarantor may constitute an Asset Disposition subject to
the "Limitations on Disposition of Assets" covenant.

CERTAIN COVENANTS

     The following is a summary of certain covenants that are contained in the
Indenture. Such covenants are applicable (unless waived or amended as permitted
by the Indenture) so long as any of the Notes are outstanding, except as
otherwise described under "Defeasance of Indenture" or, to the extent described
below, that specified covenants will not apply during periods when the Notes
maintain the Required Rating.

     REPURCHASE OF NOTES UPON CHANGE IN CONTROL.  If a Change in Control occurs,
each Holder of Notes can require Lennar to repurchase all of that Holder's
Notes, or any portion of the principal amount of those Notes that is an integral
multiple of $1,000. Lennar will make the repurchase on a date (the "Change in
Control Purchase Date") that is at least 60 days, and no more than 90 days,
after the date of the Change in Control at a cash purchase price (the "Change in
Control Purchase Price") equal to 101% of the principal amount of those Notes,
plus accrued and unpaid interest to the date of repurchase.

     Within 30 days after a Change in Control, Lennar or, at Lennar's request,
the Trustee, will mail to all Holders a notice (a "Change in Control Notice") of
such Change in Control and of the resulting repurchase right. Lennar will also
deliver a copy of Lennar's Change in Control Notice to the Trustee. To exercise
the repurchase right, a Holder must deliver to the Trustee on or before the
Change in Control Purchase Date, written notice of the Holder's exercise of that
right, together with the Notes with respect to which the right is being
exercised, duly endorsed for transfer to Lennar (a "Change in Control Purchase
Notice").

     A "Change in Control" will be deemed to have occurred at such time after
the original issuance of the Notes as:

          (1) any Person (including any syndicate or group deemed to be a
     "person" under Section 13(d)(3) of the Exchange Act), other than Lennar,
     any Subsidiary, any employee benefit plan of Lennar or any Subsidiary, or
     Permitted Holders is or becomes the beneficial owner, directly or
     indirectly, through a purchase or other acquisition transaction or series
     of transactions (other than a merger or consolidation involving Lennar), of
     shares of Lennar's Capital Stock entitling such Person to exercise in
     excess of 50% of the total voting power of all shares of Lennar's Capital
     Stock entitled to vote generally in the election of directors;

          (2) Lennar consolidates with, or Lennar merges into, any other Person,
     any other Person merges into Lennar or Lennar sells or transfers its
     assets, as an entirety or substantially as an entirety, to another Person
     (other than (a) any such transaction pursuant to which the holders of
     Capital Stock of Lennar entitled to vote generally in the election of
     directors, immediately prior to such transaction have, directly or
     indirectly, shares of Capital Stock of the continuing or surviving
     corporation immediately after such transaction which entitle such holders
     to exercise in excess of 50% of the total voting power of all shares of
     Capital Stock of the continuing or surviving corporation entitled to vote
     generally in the election of directors and (b) any merger (i) which does
     not result in any reclassification, conversion, exchange or cancellation of
     our outstanding shares of Lennar's Common Equity or (ii) which Lennar
     effects solely to change the jurisdiction of its incorporation and results
     in

                                       33
<PAGE>   40

     a reclassification, conversion or exchange of outstanding shares of
     Lennar's Common Equity solely into shares of stock carrying substantially
     the same relative rights as such Common Equity); or

          (3) if the individuals who serve on Lennar's Board of Directors at the
     beginning of the two-year period immediately preceding such change
     (together with any other individual whose election to Lennar's Board of
     Directors or whose nomination for election by Lennar's stockholders was
     approved by a vote of at least a majority of the directors then in office
     either who were directors at the beginning of such period or whose election
     or nomination for election was previously so approved) cease for any reason
     to constitute a majority of the directors then in office.

     The term "beneficial owner" will be determined in accordance with Rule
13d-3 under the Exchange Act.

     "Permitted Holders" mean any holders of Lennar's outstanding Class B Common
Stock as of the Issue Date and any permitted transferees of Class B Common Stock
under the terms of Lennar's Certificate of Incorporation as it exists on the
Issue Date.

     To the extent applicable, Lennar will comply with the provisions of Rule
14e-1 under the Exchange Act and other securities laws and regulations in
connection with any offer by Lennar to repurchase Notes upon a Change in
Control.

     Lennar will not be required to make a Change in Control offer if a third
party makes the Change in Control offer in compliance with the requirements of
the Indenture and purchases all Notes validly tendered and not withdrawn under
such Change in Control offer in response to such offer.

     The Change in Control feature of the Notes may discourage a takeover of
Lennar or make such a takeover and, thus, the removal of incumbent management,
more difficult. These provisions would not necessarily protect Holders of the
Notes from (1) a highly leveraged transaction, (2) certain changes in who
controls Lennar or (3) other transactions involving Lennar that may adversely
affect Holders.

     If a Change in Control occurs, it is substantially likely that a change in
control will also have occurred under the terms of Lennar's existing Senior
Notes. If a Change in Control were to occur, there could be no assurance that
Lennar would have sufficient financial resources, or would be able to arrange
financing, to pay the repurchase price for all Notes tendered by Holders. Any
failure by Lennar to repurchase the Notes when required following a Change in
Control would result in an Event of Default under the Indenture.

     With respect to any disposition of assets, the phrase "all or substantially
all" as used in the Indenture (including as set forth under "Limitations on
Mergers, Consolidations and Sales of Assets" below) varies according to the
facts and circumstances of the subject transaction, has no clearly established
meaning under New York law (which governs the Indenture) and is subject to
judicial interpretation. Accordingly, in certain circumstances there may be a
degree of uncertainty in ascertaining whether a particular transaction would
involve a disposition of "all or substantially all" of the assets of Lennar, and
therefore it may be unclear as to whether a Change in Control has occurred and
whether the Holders have the right to require Lennar to repurchase Notes.

     LIMITATIONS ON INDEBTEDNESS.  The Indenture provides that, unless the Notes
are rated the Required Rating (during which time the following covenant will not
be in effect), Lennar will not, and will not cause or permit any Restricted
Subsidiary, directly or indirectly, to, create, incur, assume, become liable for
or guarantee the payment of (collectively, an "incurrence") any Indebtedness
(including Acquired Indebtedness and any additional Notes); provided, that
Lennar and any Restricted Subsidiary Guarantor may incur Indebtedness (including
Acquired Indebtedness) if, after giving effect thereto and the application of
the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date
thereof would be at least 2.0 to 1.0.

                                       34
<PAGE>   41

     Notwithstanding the foregoing, the provisions of the Indenture will not
prevent the incurrence of:

          (1) Permitted Indebtedness,

          (2) Refinancing Indebtedness,

          (3) Non-Recourse Indebtedness of Lennar or any Restricted Subsidiary
     Guarantor,

          (4) any Guarantee of Indebtedness of Lennar represented by the Notes,
     and

          (5) any guarantee of Indebtedness incurred under Credit Facilities in
     compliance with the Indenture.

     For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness may be incurred through the first paragraph of this
covenant or by meeting the criteria of one or more of the types of Indebtedness
described in the second paragraph of this covenant (or the definitions of the
terms used therein), Lennar, in its sole discretion,

          (1) may classify such item of Indebtedness under and comply with
     either of such paragraphs (or any of such definitions), as applicable,

          (2) may classify and divide such item of Indebtedness into more than
     one of such paragraphs (or definitions), as applicable, and

          (3) may elect to comply with such paragraphs (or definitions), as
     applicable, in any order.

     Lennar will not, and will not cause or permit any Guarantor to, directly or
indirectly, in any event incur any Indebtedness that purports to be by its terms
(or by the terms of any agreement governing such Indebtedness) subordinated to
any other Indebtedness of Lennar or of such Guarantor, as the case may be,
unless such Indebtedness is also by its terms (or by the terms of any agreement
governing such Indebtedness) made expressly subordinated to the Notes or the
Guarantee of such Guarantor, as the case may be, to the same extent and in the
same manner as such Indebtedness is subordinated to such other Indebtedness of
Lennar or such Guarantor, as the case may be.

     LIMITATIONS ON RESTRICTED PAYMENTS.  The Indenture provides that, unless
the Notes are rated the Required Rating (during which time the following
covenant will not be in effect), Lennar will not, and will not cause or permit
any Restricted Subsidiary to, directly or indirectly, make any Restricted
Payment unless:

          (1) no Default or Event of Default shall have occurred and be
     continuing at the time of or immediately after giving effect to such
     Restricted Payment;

          (2) immediately after giving effect to such Restricted Payment, Lennar
     could incur at least $1.00 of Indebtedness pursuant to the first paragraph
     of the "Limitations on Indebtedness" covenant; and

          (3) immediately after giving effect to such Restricted Payment, the
     aggregate amount of all Restricted Payments (including the Fair Market
     Value of any non-cash Restricted Payment) declared or made after the Issue
     Date does not exceed the sum of:

          (a) 50% of the Consolidated Net Income of Lennar on a cumulative basis
     during the period (taken as one accounting period) from and including June
     1, 2000 and ending on the last day of Lennar's most recent fiscal quarter
     ending at least 45 days prior to the date of such Restricted Payment (or in
     the event such Consolidated Net Income shall be a deficit, minus 100% of
     such deficit), plus

          (b) 100% of the aggregate net cash proceeds of and the fair market
     value of Property received by Lennar from (1) any capital contribution to
     Lennar after the Issue Date or any issue or sale after the Issue Date of
     Qualified Stock (other than to any Subsidiary of Lennar and excluding the
     proceeds of any Qualified Stock to the extent applied to the optional
     redemption of Notes as described under "Redemption -- Optional Redemption
     upon Equity Offering") and (2) the issue or sale after the Issue Date of
     any Indebtedness or other securities of Lennar convertible into or
     exercisable for Qualified Stock of Lennar that have been so converted or
     exercised, as the case may be, plus

                                       35
<PAGE>   42

          (c) in the case of the disposition or repayment or other return of
     capital of any Investment constituting a Restricted Payment made after the
     Issue Date, an amount (to the extent not included in the calculation of the
     Consolidated Net Income referred to in (a)) equal to the lesser of (x) the
     return of capital with respect to such Investment (including by dividend,
     distribution or sale of Capital Stock) and (y) the amount of such
     Investment that was treated as a Restricted Payment, in either case, less
     the cost of the disposition or repayment of such Investment (to the extent
     not included in the calculation of the Consolidated Net Income referred to
     in (a)), plus

          (d) with respect to any Unrestricted Subsidiary that is redesignated
     as a Restricted Subsidiary after the Issue Date in accordance with the
     definition of Unrestricted Subsidiary (so long as the designation of such
     Subsidiary as an Unrestricted Subsidiary was treated as a Restricted
     Payment made after the Issue Date and only to the extent not included in
     the calculation of the Consolidated Net Income referred to in (a)), an
     amount equal to the lesser of (x) the proportionate interest of Lennar or a
     Restricted Subsidiary in an amount equal to the excess of (I) the total
     assets of such Subsidiary, valued on an aggregate basis at the lesser of
     book value and Fair Market Value thereof, over (II) the total liabilities
     of such Subsidiary, determined in accordance with GAAP, and (y) the
     Designation Amount at the time of such Subsidiary's designation as an
     Unrestricted Subsidiary, plus

          (e) $75 million.

     The foregoing clauses (2) and (3) will not prohibit the following
Restricted Payments:

          (A) the payment of any dividend or the consummation of any irrevocable
     redemption within 60 days after the date of the declaration of such
     dividend or the giving of such irrevocable redemption notice if such
     dividend or redemption would have been permitted on the date of declaration
     or giving of the irrevocable redemption notice without violation of the
     provisions of the Indenture;

          (B) if no Default or Event of Default shall have occurred and be
     continuing, the repurchase, redemption or retirement of any shares of
     Capital Stock of Lennar in exchange for, or out of the net proceeds of the
     substantially concurrent sale (other than to a Subsidiary of Lennar) of,
     shares of Qualified Stock (to the extent not applied to the optional
     redemption of Notes as described under "Redemption -- Optional Redemption
     upon Equity Offering");

          (C) if no Default or Event of Default shall have occurred and be
     continuing, the acquisition of any Indebtedness of Lennar or any Restricted
     Subsidiary that is subordinate or junior in right of payment to the Notes
     or the Guarantees in exchange for, or out of the net proceeds of the
     substantially concurrent sale (other than to a Subsidiary of Lennar) of,
     shares of Qualified Stock (to the extent not applied to the optional
     redemption of Notes as described under "Redemption -- Optional Redemption
     upon Equity Offering") or Refinancing Indebtedness;

          (D) if no Default or Event of Default shall have occurred and be
     continuing, the purchase, redemption or other acquisition, cancellation or
     retirement for value of Capital Stock, or options, warrants, equity
     appreciation rights or other rights to purchase or acquire Capital Stock,
     of Lennar or any Subsidiary held by officers or employees or former
     officers or employees of Lennar or any Subsidiary (or their estates or
     beneficiaries under their estates) not to exceed $500,000 in any calendar
     year plus $5 million in the aggregate since the Issue Date;

          (E) the payment of dividends by a Restricted Subsidiary to the holders
     of its Capital Stock pro rata or by Lennar in respect of Disqualified Stock
     permitted to have been issued as described under "Limitations on
     Indebtedness"; and

          (F) the acquisition and cancellation by U.S. Home of U.S. Home's 8.88%
     Senior Subordinated Notes due 2007 or U.S. Home's 8.875% Senior
     Subordinated Notes due 2009 upon exercise by the holders of the "change of
     control put" in connection with the acquisition of U.S. Home by Lennar or
     other repayment or defeasance of such notes within 91 days after the Issue
     Date;

                                       36
<PAGE>   43

     provided, however, that each Restricted Payment described in clauses (A)
     and (B) of this sentence shall be taken into account for purposes of
     computing the aggregate amount of all Restricted Payments pursuant to
     clause (3) of the immediately preceding paragraph.

     For purposes of determining the aggregate and permitted amounts of
Restricted Payments made, (i) the amount of any guarantee of any Investment in
any Person that was initially treated as a Restricted Payment and which was
subsequently terminated or expired, net of any amounts paid by Lennar or any
Restricted Subsidiary in respect of such guarantee, shall be deducted and (ii)
Restricted Payments made after the Issue Date pursuant to clauses (A) through
(D) above shall be included in such calculation.

     In determining the "Fair Market Value of Property" for purposes of clause
(3) of the first paragraph of this covenant, Property other than cash, Cash
Equivalents and Marketable Securities shall be deemed to be equal in value to
the "equity value" of the Capital Stock or other securities issued in exchange
therefor. The "equity value" of such Capital Stock or other securities shall be
equal to (i) the number of shares of Common Equity issued in the transaction (or
issuable upon conversion or exercise of the Capital Stock or other securities
issued in the transaction) multiplied by the closing sale price of the Common
Equity on its principal market on the date of the transaction (less,in the case
of Capital Stock or other securities which require the payment of consideration
at the time of conversion or exercise, the aggregate consideration payable
thereupon) or (ii) if the Common Equity is not then traded on the New York Stock
Exchange, American Stock Exchange or Nasdaq National Market, or if the Capital
Stock or other securities issued in the transaction do not consist of Common
Equity (or Capital Stock or other securities convertible into or exercisable for
Common Equity), the value of such Capital Stock or other securities as
determined by a nationally recognized investment banking firm retained by the
Board of Directors of Lennar.

     LIMITATIONS ON TRANSACTIONS WITH AFFILIATES.  The Indenture provides that,
unless the Notes are rated the Required Rating (during which time the following
covenant will not be in effect), Lennar will not, and will not cause or permit
any Restricted Subsidiary to, make any loan, advance, guarantee or capital
contribution to, or for the benefit of, or sell, lease, transfer or otherwise
dispose of any property or assets to, or for the benefit of, or purchase or
lease any property or assets from, or enter into or amend any contract,
agreement or understanding with, or for the benefit of, any Affiliate of Lennar
or any Affiliate of any of Lennar's Subsidiaries or any holder of 10% or more of
the Common Equity of Lennar (including any Affiliates of such holders), in a
single transaction or series of related transactions (each, an "Affiliate
Transaction"), except for any Affiliate Transaction the terms of which are at
least as favorable as the terms which could be obtained by Lennar or such
Restricted Subsidiary, as the case may be, in a comparable transaction made on
an arm's length basis with Persons who are not such a holder, an Affiliate of
such a holder or an Affiliate of Lennar or any of Lennar's Subsidiaries.

     In addition, Lennar will not, and will not cause or permit any Restricted
Subsidiary to, enter into an Affiliate Transaction unless:

          (1) with respect to any such Affiliate Transaction involving or having
     a value of more than $5 million, Lennar shall have (x) obtained the
     approval of a majority of the Board of Directors of Lennar and (y) either
     obtained the approval of a majority of Lennar's disinterested directors or
     obtained an opinion of a qualified independent financial advisor or, if
     applicable, a qualified independent real estate appraisal firm to the
     effect that such Affiliate Transaction is fair to Lennar or such Restricted
     Subsidiary, as the case may be, from a financial point of view and

          (2) with respect to any such Affiliate Transaction involving or having
     a value of more than $25 million, Lennar shall have (x) obtained the
     approval of a majority of the Board of Directors of Lennar and (y)
     delivered to the Trustee an opinion of a qualified independent financial
     advisor or, if applicable, a qualified independent real estate appraisal
     firm to the effect that such Affiliate Transaction is fair to Lennar or
     such Restricted Subsidiary, as the case may be, from a financial point of
     view.

                                       37
<PAGE>   44

     The Indenture will also provide that notwithstanding the foregoing, an
Affiliate Transaction will not include:

          (1) reasonable fees and compensation paid to, and indemnity provided
     on behalf of, officers, directors, employees, consultants or agents of
     Lennar or any Subsidiary of Lennar as determined in good faith by Lennar's
     Board of Directors or senior management,

          (2) any contract, agreement or understanding with, or for the benefit
     of, or plan for the benefit of, employees of Lennar or its Subsidiaries
     generally (in their capacities as such) that has been approved by the Board
     of Directors of Lennar,

          (3) Capital Stock issuances to directors, officers and employees of
     Lennar or its Subsidiaries pursuant to plans approved by the stockholders
     of Lennar,

          (4) any Restricted Payment otherwise permitted under the "Limitations
     on Restricted Payments" covenant,

          (5) any transaction between or among Lennar and one or more Restricted
     Subsidiaries or between or among Restricted Subsidiaries (provided,
     however, no such transaction shall involve any other Affiliate of Lennar
     (other than an Unrestricted Subsidiary to the extent the applicable amount
     constitutes a Restricted Payment permitted by the Indenture)),

          (6) any transaction between one or more Restricted Subsidiaries and
     one or more Unrestricted Subsidiaries where all of the payments to, or
     other benefits conferred upon, such Unrestricted Subsidiaries are
     substantially contemporaneously dividended, or otherwise distributed or
     transferred without charge, to Lennar or a Restricted Subsidiary, and

          (7) transactions between or among Lennar or any Restricted Subsidiary
     thereof and Lennar Land Partners I and Lennar Land Partners II, both
     Delaware general partnerships (collectively the "Land Partnership");
     provided, that such transactions are (i) permitted by and are effected in
     accordance with the terms of the Partnership Agreement of the Land
     Partnership and the By-Laws of Lennar, in each case as in effect on the
     Issue Date and (ii) are in any event approved by a majority of the Board of
     Directors of Lennar.

     LIMITATIONS ON DISPOSITIONS OF ASSETS.  The Indenture provides that unless
the Notes are rated the Required Rating (during which time the following
covenant will not be in effect), Lennar will not, and will not cause or permit
any Restricted Subsidiary to, make any Asset Disposition unless:

          (1) Lennar (or such Restricted Subsidiary, as the case may be)
     receives consideration at the time of such Asset Disposition at least equal
     to the Fair Market Value thereof, and

          (2) not less than 75% of the consideration received by Lennar (or such
     Restricted Subsidiary, as the case may be) is in the form of cash, Cash
     Equivalents and Marketable Securities.

     The amount of any Indebtedness (other than any Indebtedness subordinated to
the Notes) of Lennar or any Restricted Subsidiary that is assumed by the
transferee in such Asset Disposition and for which recourse to Lennar or such
Restricted Subsidiary is released by the obligee shall be deemed to be
consideration required by clause (2) above for purposes of determining the
percentage of such consideration received by Lennar or the Restricted
Subsidiaries.

     The Net Cash Proceeds of an Asset Disposition shall, within one year, at
Lennar's election, (a) be used by Lennar or a Restricted Subsidiary to acquire
capital assets for use in the Real Estate Business conducted by Lennar and the
Restricted Subsidiaries or any other business of Lennar or a Restricted
Subsidiary existing at the time of such Asset Disposition or (b) to the extent
not so used, be applied to make an offer to purchase (a "Net Cash Proceeds
Offer") the Notes and, if Lennar or a Restricted Subsidiary elects or is
required to do so, permanently repay, or otherwise permanently reduce the
outstanding amount of any other unsubordinated Indebtedness (on a pro rata basis
if the amount available for such repayment or reduction is less than the
aggregate amount of (i) the principal amount of the Notes tendered in such Net
Cash Proceeds Offer and (ii) the lesser of the principal amount, or accreted
                                       38
<PAGE>   45

value, of such other unsubordinated Indebtedness, plus, in each case accrued
interest to the date of repayment or reduction) at 100% of the principal amount
or accreted value thereof, as the case may be, plus accrued interest to the date
of repurchase or reduction.

     Notwithstanding the foregoing,

          (A) Lennar will not be required to apply such Net Cash Proceeds to the
     repurchase of Notes in accordance with clause (b) of the preceding sentence
     except to the extent that such Net Cash Proceeds, together with the
     aggregate Net Cash Proceeds of prior Asset Dispositions (other than those
     so used) which have not been applied in accordance with this provision and
     as to which no prior Net Cash Proceeds Offer shall have been made, exceed
     5% of Consolidated Tangible Assets,

          (B) Lennar will not be required to apply any Net Cash Proceeds to the
     repurchase of Notes in accordance with clause (b) of the preceding sentence
     if such Net Cash Proceeds relate to an Asset Disposition of an asset of
     U.S. Home or any of its Subsidiaries to the extent that the transfer of
     such Net Cash Proceeds from U.S. Home to Lennar would violate the terms of
     any U.S. Home Existing Debt Issues then outstanding, and

          (C) in connection with any Asset Disposition, Lennar and the
     Restricted Subsidiaries will not be required to comply with clause (2) of
     the first sentence of the first paragraph of this covenant to the extent
     that the aggregate non-cash consideration received in connection with such
     Asset Disposition, together with the sum of all non-cash consideration
     received in connection with all prior Asset Dispositions that has not yet
     been converted into cash, does not exceed 5% of Consolidated Tangible
     Assets; provided, however, that when any non-cash consideration is
     converted into cash, such cash shall constitute Net Cash Proceeds and be
     subject to the preceding sentence.

     LIMITATIONS ON LIENS.  The Indenture provides that Lennar will not, and
will not cause or permit any Restricted Subsidiary to, create, incur, assume or
suffer to exist any Liens, other than Permitted Liens, on any of its Property,
or on any shares of Capital Stock or Indebtedness of any Restricted Subsidiary,
unless contemporaneously therewith or prior thereto all payments due under the
Indenture and the Notes are secured on an equal and ratable basis with the
obligation or liability so secured until such time as such obligation or
liability is no longer secured by a Lien.

     LIMITATIONS ON RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES.  The
Indenture provides that Lennar will not, and will not cause or permit any
Restricted Subsidiary to, create, assume or otherwise cause or suffer to exist
or become effective any consensual encumbrance or restriction (other than
encumbrances or restrictions imposed by law or by judicial or regulatory action
or by provisions of leases and other agreements that restrict the assignability
thereof) on the ability of any Restricted Subsidiary to:

          (1) pay dividends or make any other distributions on its Capital Stock
     or any other interest or participation in, or measured by, its profits,
     owned by Lennar or any other Restricted Subsidiary, or pay interest on or
     principal of any Indebtedness owed to Lennar or any other Restricted
     Subsidiary,

          (2) make loans or advances to Lennar or any other Restricted
     Subsidiary, or

          (3) transfer any of its properties or assets to Lennar or any other
     Restricted Subsidiary,

except for:

          (a) encumbrances or restrictions existing under or by reason of
     applicable law,

          (b) covenants or restrictions contained in Indebtedness in effect on
     the date of the Indenture as such covenants or restrictions are in effect
     on such date,

          (c) any restrictions or encumbrances arising under Acquired
     Indebtedness; provided, that such encumbrance or restriction applies only
     to either the assets that were subject to the restriction or encumbrance at
     the time of the acquisition or to the obligor on such Indebtedness and its
     Subsidiaries,

                                       39
<PAGE>   46

          (d) any restrictions or encumbrances arising in connection with
     Refinancing Indebtedness; provided, however, that any restrictions and
     encumbrances of the type described in this clause (d) that arise under such
     Refinancing Indebtedness shall not be materially more restrictive than
     those under the agreement creating or evidencing the Indebtedness being
     refunded, refinanced, replaced or extended,

          (e) any Permitted Lien, or any other agreement restricting the sale or
     other disposition of property, securing Indebtedness permitted by the
     Indenture if such Permitted Lien or agreement does not expressly restrict
     the ability of a Subsidiary of Lennar to pay dividends or make or repay
     loans or advances prior to default thereunder,

          (f) borrowing base covenants set forth in Credit Facilities,

          (g) customary provisions restricting subletting or assignment of any
     lease governing a leasehold interest or any license of intellectual
     property of Lennar or any Restricted Subsidiary, and

          (h) any restriction with respect to a Restricted Subsidiary imposed
     pursuant to an agreement entered into for the sale or disposition of all or
     substantially all of the Capital Stock or assets of such Restricted
     Subsidiary pending the closing of such sale or disposition.

     LIMITATION ON PREFERRED STOCK OF RESTRICTED SUBSIDIARIES.  Lennar will not
permit any of its Restricted Subsidiaries that is not a Restricted Subsidiary
Guarantor to issue any Preferred Stock to any Person other than Lennar or a
Restricted Subsidiary; provided, however, that any Preferred Stock in any such
Restricted Subsidiary that is owned by any Subsidiary that ceases to be a
Restricted Subsidiary shall be deemed to be issued and shall be treated as an
issuance for purposes of this covenant at the time the Subsidiary in question
ceases to be a Restricted Subsidiary.

     LIMITATIONS ON MERGERS, CONSOLIDATIONS AND SALES OF ASSETS.  The Indenture
provides that neither Lennar nor any Guarantor will consolidate or merge with or
into, or sell, lease, convey or otherwise dispose of all or substantially all of
its assets (including, without limitation, by way of liquidation or
dissolution), or assign any of its obligations under the Notes, the Guarantees
or the Indenture (as an entirety or substantially in one transaction or in a
series of related transactions), to any Person (in each case other than in a
transaction in which Lennar or a Guarantor is the survivor of a consolidation or
merger, or the transferee in a sale, lease, conveyance or other disposition)
unless:

          (1) the Person formed by or surviving such consolidation or merger (if
     other than Lennar or the Guarantor, as the case may be), or to which such
     sale, lease, conveyance or other disposition or assignment will be made
     (collectively, the "Successor"), is a corporation or other legal entity
     organized and existing under the laws of the United States or any state
     thereof or the District of Columbia, and the Successor assumes by
     supplemental indenture in a form reasonably satisfactory to the Trustee all
     of the obligations of Lennar or the Guarantor, as the case may be, under
     the Notes or a Guarantee, as the case may be, and the Indenture,

          (2) immediately after giving effect to such transaction, no Default or
     Event of Default has occurred and is continuing,

          (3) immediately after giving effect to such transaction involving
     Lennar and the use of any net proceeds therefrom, on a pro forma basis, the
     Consolidated Net Worth of Lennar or the Successor (in the case of a
     transaction involving Lennar), as the case may be, would be at least equal
     to the Consolidated Net Worth of Lennar immediately prior to such
     transaction (exclusive of any adjustments to Consolidated Net Worth
     attributable to transaction costs) less any amount treated as a Restricted
     Payment in connection with such transaction in accordance with the
     Indenture, and

          (4) immediately after giving effect to such transaction, the Successor
     could incur at least $1.00 of Indebtedness pursuant to the first paragraph
     of the "Limitation on Indebtedness" covenant so long as such covenant is
     then in effect.

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<PAGE>   47

The foregoing provisions shall not apply to:

          (a) a transaction involving the sale or disposition of Capital Stock
     of a Guarantor, or the consolidation or merger of a Guarantor, that in any
     such case results in such Guarantor being released from its Guarantee as
     provided under "The Guarantees" above, or the sale, lease, conveyance or
     other disposition of all or substantially all of the assets of a Guarantor,
     or

          (b) a transaction the purpose of which is to change the state of
     organization of Lennar or any Guarantor.

     CONDUCT OF BUSINESS.  Lennar will, and will cause its Restricted
Subsidiaries to, engage primarily in the Real Estate Business and other
activities related to or arising out of any activities comprised in the Real
Estate Business.

     REPORTS TO HOLDERS OF NOTES.  Lennar shall file with the Commission the
annual reports and the information, documents and other reports required to be
filed pursuant to Section 13 or 15(d) of the Exchange Act. Lennar shall file
with the Trustee and mail to each Holder of record of Notes such reports,
information and documents within 15 days after it files them with the
Commission. In the event that Lennar is no longer subject to these periodic
requirements of the Exchange Act, it will nonetheless continue to file reports
with the Commission and the Trustee and mail such reports to each Holder of
Notes as if it were subject to such reporting requirements. Regardless of
whether Lennar is required to furnish such reports to its stockholders pursuant
to the Exchange Act, Lennar will cause its consolidated financial statements and
a "Management's Discussion and Analysis of Results of Operations and Financial
Condition" written report, similar to those that would have been required to
appear in annual or quarterly reports, to be delivered to Holders of Notes.

     EVENTS OF DEFAULT.  The following are Events of Default under the
Indenture:

          (1) the failure by Lennar to pay interest (including Additional
     Interest) on any Note when the same becomes due and payable and the
     continuance of any such failure for a period of 30 days;

          (2) the failure by Lennar to pay the principal or repurchase price of
     or premium on any Note when the same becomes due and payable at maturity,
     upon redemption, acceleration or otherwise;

          (3) the failure by Lennar or any Restricted Subsidiary to comply with
     any of its agreements or covenants in, or provisions of, the Notes, the
     Guarantees or the Indenture and such failure continues for the period and
     after the notice specified below (except in the case of a default under
     covenants described under "Certain Covenants -- Repurchase of Notes upon
     Change in Control" and "Limitations on Mergers, Consolidations and Sales of
     Assets", which will constitute Events of Default with notice but without
     passage of time);

          (4) the acceleration of any Indebtedness (other than Non-Recourse
     Indebtedness) of Lennar or any Restricted Subsidiary that has an
     outstanding principal amount of $20 million or more, individually or in the
     aggregate, and such acceleration is not rescinded, or such Indebtedness is
     not satisfied, in either case within 30 days after such acceleration;

          (5) the failure by Lennar or any Restricted Subsidiary to make any
     required payment due in respect of Indebtedness (other than the Notes and
     any Non-Recourse Indebtedness) of Lennar or any Restricted Subsidiary that
     has an outstanding principal amount of $20 million or more, individually or
     in the aggregate, within 30 days of such payment becoming due and payable;

          (6) a final judgment or judgments that exceed $20 million or more,
     individually or in the aggregate, for the payment of money having been
     entered by a court or courts of competent jurisdiction against Lennar or
     any of its Restricted Subsidiaries and such judgment or judgments is not
     satisfied, stayed, annulled or rescinded within 60 days of being entered
     and is not being contested in good faith by appropriate proceedings;

                                       41
<PAGE>   48

          (7) Lennar or any Restricted Subsidiary that is a Significant
     Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

           (A) commences a voluntary case,

           (B) consents to the entry of an order for relief against it in an
           involuntary case,

           (C) consents to the appointment of a Custodian of it or for all or
           substantially all of its property, or

           (D) makes a general assignment for the benefit of its creditors;

          (8) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

           (A) is for relief against Lennar or any Restricted Subsidiary that is
           a Significant Subsidiary as debtor in an involuntary case,

           (B) appoints a Custodian of Lennar or any Restricted Subsidiary that
           is a Significant Subsidiary or a Custodian for all or substantially
           all of the property of Lennar or any Restricted Subsidiary that is a
           Significant Subsidiary, or

           (C) orders the liquidation of Lennar or any Restricted Subsidiary
           that is a Significant Subsidiary,

        and, in the case of (A), (B), and (C), the order or decree remains
        unstayed and in effect for 60 days; or

          (9) any Guarantee of a Restricted Subsidiary Guarantor ceases to be in
     full force and effect (other than in accordance with the terms of such
     Guarantee and the Indenture) or is declared null and void and unenforceable
     or found to be invalid, or any Restricted Subsidiary Guarantor denies its
     liability under its Guarantee (other than by reason of release of a
     Restricted Subsidiary Guarantor from its Guarantee in accordance with the
     terms of the Indenture and the Guarantee).

     A Default as described in subclause (3) above will not be deemed an Event
of Default until the Trustee notifies Lennar in writing, or the Holders of at
least 25 percent in principal amount of the then outstanding Notes notify Lennar
and the Trustee in writing, of the Default and (except in the case of a default
with respect to covenants described under "Certain Covenants -- Repurchase of
Notes upon Change in Control" and "Limitations on Mergers, Consolidations and
Sales of Assets") Lennar does not cure the Default within 30 days after receipt
of the notice. The notice must specify the Default, demand that it be remedied
and state that the notice is a "Notice of Default". If such a Default is cured
within such time period, it ceases.

     No action taken by Lennar or a Restricted Subsidiary pursuant to a binding
written agreement entered into in good faith at a time when the Notes are rated
the Required Rating (and Lennar has not received notice of any pending
downgrade(s) from S&P or Moody's, or of the placing of the Notes on "credit
watch" or other similar event by S&P or Moody's) will give rise to a Default or
Event of Default because between the time the agreement is signed and the time
the action takes place, the Notes cease to be rated the Required Rating if such
action is completed in accordance with the terms of the agreement by the
deadline for performance, if any.

     If an Event of Default (other than an Event of Default resulting from
subclauses (7) or (8) above), shall have occurred and be continuing under the
Indenture, the Trustee by notice to Lennar, or the Holders of at least 25
percent in principal amount of the Notes then outstanding by notice to Lennar
and the Trustee, may declare all Notes to be due and payable immediately. Upon
such declaration of acceleration, the amounts due and payable on the Notes will
be due and payable immediately. If an Event of Default specified in subclauses
(7) or (8) above occurs, such an amount will ipso facto become and be
immediately due and payable without any declaration, notice or other act on the
part of the Trustee and Lennar or any Holder.

                                       42
<PAGE>   49

     The Holders of a majority in principal amount of the Notes then outstanding
by written notice to the Trustee and Lennar may waive any Default or Event of
Default (other than any Default or Event of Default in payment of any amounts
due) on the Notes under the Indenture. Holders of a majority in principal amount
of the then outstanding Notes may rescind an acceleration and its consequence
(except an acceleration due to nonpayment of any amounts due on the Notes) if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default (other than the non-payment of accelerated principal)
have been cured or waived.

     The Holders may not enforce the provisions of the Indenture, the Notes or
the Guarantees except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the Notes then
outstanding may direct the Trustee in its exercise of any trust or power,
provided, however, that such direction does not conflict with the terms of the
Indenture. The Trustee may withhold from the Holders notice of any continuing
Default or Event of Default (except any Default or Event of Default in payment
of any amounts due on the Notes or that resulted from the failure to comply with
the covenant entitled "Repurchase of Notes upon Change in Control") if the
Trustee determines that withholding such notice is in the Holders' interest.

     Lennar is required to deliver to the Trustee an annual statement regarding
compliance with the Indenture, and include in such statement, if any Officer of
Lennar is aware of any Default or Event of Default, a statement specifying such
Default or Event of Default and what action Lennar is taking or proposes to take
with respect thereto. In addition, Lennar is required to deliver to the Trustee
prompt written notice of the occurrence of any Default or Event of Default.

DEFEASANCE OF INDENTURE

     Lennar may, at its option and at any time, elect to have the obligations of
Lennar and the Guarantors discharged with respect to the outstanding Notes and
Guarantees ("legal defeasance"). Such defeasance means that Lennar shall be
deemed to have paid and discharged the entire indebtedness represented by the
outstanding Notes, except for:

          (1) the rights of holders of outstanding Notes to receive payments in
     respect of the principal of, and interest on, such Notes to maturity or
     prior redemption,

          (2) Lennar's obligations with respect to the Notes concerning issuing
     temporary Notes, registration of Notes, mutilated, destroyed, lost or
     stolen Notes and the maintenance of an office or agency for payment and
     money for security payments held in trust,

          (3) the rights, powers, trusts, duties and immunities of the Trustee,
     and

          (4) the defeasance provisions of the Indenture.

     In addition, Lennar may, at its option and at any time, elect to have the
obligations of Lennar and the Guarantors released with respect to certain
covenants as described in the Indenture ("covenant defeasance") and thereafter
any omission to comply with such obligations shall not constitute a Default or
an Event of Default with respect to the Notes. In the event covenant defeasance
occurs, certain events (not including non-payment, bankruptcy and insolvency
events) described under "Events of Default" will no longer constitute an Event
of Default with respect to the Notes.

     In order to exercise either legal defeasance or covenant defeasance,

          (a) Lennar must irrevocably deposit with the Trustee, in trust, for
     the benefit of the holders of the Notes, cash in U.S. dollars, U.S.
     government obligations, or a combination thereof, in such amounts as will
     be sufficient, in the opinion of a nationally recognized firm of
     independent public accountants, to pay the principal of, and interest on,
     the outstanding Notes to maturity or prior redemption;

          (b) in the case of legal defeasance, Lennar shall have delivered to
     the Trustee an Opinion of Counsel stating that (i) Lennar has received
     from, or there has been published by, the Internal

                                       43
<PAGE>   50

     Revenue Service a ruling or (ii) since the date of the Indenture, there has
     been a change in the applicable federal income tax law, in either case to
     the effect that, and based thereon, such Opinion of Counsel shall confirm
     that, the holders of the outstanding Notes will not recognize income, gain
     or loss for federal income tax purposes as a result of such legal
     defeasance and will be subject to federal income tax on the same amounts,
     in the same manner and at the same times as would have been the case if
     such legal defeasance had not occurred;

          (c) in the case of covenant defeasance, Lennar shall have delivered to
     the Trustee an Opinion of Counsel in the United States to the effect that
     the holders of the outstanding Notes will not recognize income, gain or
     loss for federal income tax purposes as a result of such covenant
     defeasance and will be subject to federal income tax on the same amounts,
     in the same manner and at the same times as would have been the case if
     such covenant defeasance had not occurred;

          (d) no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit (after giving effect thereto) or, in
     connection with a legal defeasance, insofar as clauses (7) and (8) under
     "Events of Default" are concerned, at any time in the period ending the
     91st day after the date of deposit;

          (e) such legal defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a default under any material
     agreement or instrument to which Lennar or any of its Subsidiaries is a
     party or by which Lennar or any of its Subsidiaries is bound;

          (f) Lennar shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit was not made by Lennar with the intent
     of preferring the holders of Notes over the other creditors of Lennar with
     the intent of defeating, hindering, delaying or defrauding creditors of
     Lennar or others; and

          (g) Lennar shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the legal defeasance or the
     covenant defeasance, as the case may be, have been complied with.

TRANSFER AND EXCHANGE

     A Holder will be able to transfer or exchange Notes only in accordance with
the provisions of the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents, and to pay
any taxes and fees required by law or permitted by the Indenture.

AMENDMENT, SUPPLEMENT AND WAIVER

     Subject to certain exceptions, the Indenture, the Notes or the Guarantees
may be amended or supplemented with the consent (which may include consents
obtained in connection with a tender offer or exchange offer for Notes) of the
Holders of at least a majority in principal amount of the Notes then
outstanding, and any existing Default under, or compliance with any provision
of, the Indenture may be waived (other than any continuing Default or Event of
Default in the payment of any required amount due on the Notes) with the consent
(which may include consents obtained in connection with a tender offer or
exchange offer for Notes) of the Holders of a majority in principal amount of
the Notes then outstanding. Without the consent of any Holder, Lennar and the
Trustee may amend or supplement the Indenture, the Notes or the Guarantees to
cure any ambiguity, defect or inconsistency; to comply with the "Limitations on
Mergers, Consolidations and Sales of Assets" covenant set forth in the
Indenture; to provide for uncertificated Notes in addition to or in place of
certificated Notes; to make any change that does not adversely affect the legal
rights of any Holder; to add a Guarantor or to delete a Guarantor which, in
accordance with the terms of the Indenture, ceases to be liable on its
Guarantee; or to provide any additional benefit or right to the Holders or to
make any change that does not affect the rights of any Holder in any material
respect.

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<PAGE>   51

     Without the consent of each Holder affected, Lennar and the Trustee may
not:

          (1) reduce the amount of Notes whose Holders must consent to an
     amendment, supplement or waiver,

          (2) reduce the rate of or change the time for payment of interest,
     including default interest, on any Note,

          (3) reduce the principal of or change the fixed maturity of any Note
     or alter the provisions (including related definitions) with respect to
     redemptions described under "Optional Redemption" or with respect to
     mandatory offers to repurchase Notes described under "Limitations on
     Dispositions of Assets" or "Repurchase of Notes upon Change in Control",

          (4) make any Note payable in any currency other than that specified in
     connection with the issuance thereof,

          (5) make any change in the "Waiver of Past Defaults and Compliance
     with Indenture Provisions", "Rights of Holders to Receive Payment" or the
     "With Consent of Holders" sections set forth in the Indenture,

          (6) modify the ranking or priority of the Notes or any Guarantee,

          (7) release any Guarantor from any of its obligations under its
     Guarantee or the Indenture otherwise than in accordance with the Indenture,
     or

          (8) waive a continuing Default or Event of Default in the payment of
     any required amount due on the Notes.

     The right of any Holder to participate in any consent required or sought
pursuant to any provision of the Indenture (and the obligation of Lennar to
obtain any such consent otherwise required from such Holder) may be subject to
the requirement that such Holder shall have been the Holder of record of any
Notes with respect to which such consent is required or sought as of a date
identified by the Trustee in a notice furnished to Holders in accordance with
the terms of the Indenture.

CONCERNING THE TRUSTEE

     The Indenture contains certain limitations on the rights of the Trustee,
should it become a creditor of Lennar, to obtain payment of claims in certain
cases or to realize on certain property received in respect of any such claim as
security or otherwise. The Trustee will be permitted to engage in other
transactions; however, if it acquires any conflicting interest (as defined in
the Indenture), it must eliminate such conflict or resign. Lennar may maintain
deposit accounts and conduct other banking transactions with the Trustee or its
affiliates in the ordinary course of business. The Trustee and its affiliates
may from time to time in the future provide banking and other services to Lennar
in the ordinary course of their business. Currently, an affiliate of Bank One,
N.A. serves as trustee with respect to both existing senior debt issues. Bank
One, N.A. is an agent and a lender under Lennar's new senior secured credit
facilities.

     The Holders of a majority in principal amount of the then outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
occurs and is not cured, the Trustee will be required, in the exercise of its
power, to use the degree of care of a prudent person in similar circumstances in
the conduct of his own affairs. Subject to such provisions, the Trustee will be
under no obligation to exercise any of its rights or powers under the Indenture
at the request of any Holder, unless such Holder shall have offered to the
Trustee security and indemnity satisfactory to the Trustee.

GOVERNING LAW

     The Indenture, the Notes and the Guarantees will be governed by the laws of
the State of New York without giving effect to principles of conflict of laws.
                                       45
<PAGE>   52

CERTAIN DEFINITIONS

     Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
terms used in the Indenture.

     "Acquired Indebtedness" means (1) with respect to any Person that becomes a
Restricted Subsidiary Guarantor (or is merged into Lennar or any Restricted
Subsidiary Guarantor) after the Issue Date, Indebtedness of such Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary Guarantor (or is merged into Lennar or any Restricted Subsidiary
Guarantor) that was not incurred in connection with, or in contemplation of,
such Person becoming a Restricted Subsidiary (or being merged into Lennar or any
Restricted Subsidiary) and (2) with respect to Lennar or any Restricted
Subsidiary Guarantor, any Indebtedness expressly assumed by Lennar or any
Restricted Subsidiary in connection with the acquisition of any assets from
another Person (other than Lennar or any Restricted Subsidiary), which
Indebtedness was not incurred by such other Person in connection with or in
contemplation of such acquisition. Indebtedness incurred in connection with or
in contemplation of any transaction described in clause (1) or (2) of the
preceding sentence shall be deemed to have been incurred by Lennar or a
Restricted Subsidiary, as the case may be, at the time such Person becomes a
Restricted Subsidiary (or is merged into Lennar or any Restricted Subsidiary) in
the case of clause (1) or at the time of the acquisition of such assets in the
case of clause (2), but shall not be deemed Acquired Indebtedness.

     "Affiliate" means, when used with reference to a specified Person, any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Person specified.

     "Asset Acquisition" means (1) an Investment by Lennar or any Restricted
Subsidiary in any other Person if, as a result of such Investment, such Person
shall become a Restricted Subsidiary or shall be consolidated or merged with or
into Lennar or any Restricted Subsidiary or (2) the acquisition by Lennar or any
Restricted Subsidiary of the assets of any Person, which constitute all or
substantially all of the assets or of an operating unit or line of business of
such Person or which is otherwise outside the ordinary course of business.

     "Asset Disposition" means any sale, transfer, conveyance, lease or other
disposition (including, without limitation, by way of merger, consolidation or
sale and leaseback or sale of shares of Capital Stock in any Subsidiary) (each,
a "transaction") by Lennar or any Restricted Subsidiary to any Person of any
Property having a Fair Market Value in any transaction or series of related
transactions of at least $15 million. The term "Asset Disposition" shall not
include:

          (1) a transaction between Lennar and any Restricted Subsidiary or a
     transaction between Restricted Subsidiaries,

          (2) a transaction in the ordinary course of conduct of the Real Estate
     Business by Lennar and the Restricted Subsidiaries,

          (3) a transaction involving the sale of Capital Stock in, or the
     disposition of assets of, an Unrestricted Subsidiary,

          (4) any exchange or swap of assets of Lennar or any Restricted
     Subsidiary for assets that (x) are to be used by Lennar or any Restricted
     Subsidiary in the ordinary course of its Real Estate Business and (y) have
     a Fair Market Value not less than the Fair Market Value of the assets
     exchanged or swapped,

          (5) any sale, transfer, conveyance, lease or other disposition of
     assets and properties of Lennar that is governed by the provisions relating
     to "Limitations on Mergers, Consolidation and Sales of Assets",

          (6) dispositions of mortgage loans and related assets and
     mortgage-backed securities in the ordinary course of a mortgage lending
     business, or

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<PAGE>   53

          (7) transfers of assets to Unrestricted Subsidiaries to the extent the
     Fair Market Value of the asset so transferred constitutes a Restricted
     Payment permitted by the Indenture.

     "Attributable Debt" means, with respect to any Capitalized Lease
Obligations, the capitalized amount thereof determined in accordance with GAAP.

     "Bankruptcy Law" means title 11 of the United States Code, as amended, or
any similar federal or state law for the relief of debtors.

     "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) of or in
such Person's capital stock or other equity interests, and options, rights or
warrants to purchase such capital stock or other equity interests, whether now
outstanding or issued after the Issue Date, including, without limitation, all
Disqualified Stock and Preferred Stock. In no event shall Lennar's Zero Coupon
Senior Convertible Debentures due 2018 be considered Capital Stock.

     "Capitalized Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP, and the
amount of such obligations will be the capitalized amount thereof determined in
accordance with GAAP.

     "Cash Equivalents" means:

          (1) U.S. dollars;

          (2) securities issued or directly and fully guaranteed or insured by
     the U.S. government or any agency or instrumentality thereof having
     maturities of one year or less from the date of acquisition;

          (3) certificates of deposit and eurodollar time deposits with
     maturities of one year or less from the date of acquisition, bankers'
     acceptances with maturities not exceeding six months and overnight bank
     deposits, in each case with any domestic commercial bank having capital and
     surplus in excess of $500 million;

          (4) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clauses (2) and (3) entered
     into with any financial institution meeting the qualifications specified in
     clause (3) above;

          (5) commercial paper rated P-1, A-1 or the equivalent thereof by
     Moody's or S&P, respectively, and in each case maturing within six months
     after the date of acquisition;

          (6) investments in money market funds substantially all of the assets
     of which consist of securities described in the foregoing clauses (1)
     through (5); and

          (7) solely for purposes of any defeasance escrow or required
     collateral deposit, securities and other investments eligible for such
     purpose under the terms of the agreement or instrument pursuant to which
     such escrow or deposit is established.

     "Common Equity" of any Person means Capital Stock of such Person that is
generally entitled to (1) vote in the election of directors of such Person or
(2) if such Person is not a corporation, vote or otherwise participate in the
selection of the governing body, partners, managers or others that will control
the management or policies of such Person, but in either case excludes Preferred
Stock.

     "Consolidated Adjusted Tangible Assets" of Lennar as of any date means the
Consolidated Tangible Assets of Lennar and the Restricted Subsidiaries at the
end of the most recent fiscal quarter ending at least 45 days prior to the date,
less any assets securing any Non-Recourse Indebtedness, as determined in
accordance with GAAP.

     "Consolidated Cash Flow Available for Fixed Charges" means, for any period,
on a consolidated basis for Lennar and the Restricted Subsidiaries, Consolidated
Net Income for such period plus (each to the

                                       47
<PAGE>   54

extent deducted in calculating such Consolidated Net Income and determined in
accordance with GAAP) the sum for such period, without duplication, of:

          (1) income taxes,

          (2) Consolidated Interest Expense,

          (3) depreciation and amortization expenses and other non-cash charges
     to earnings and

          (4) interest and financing fees and expenses which were previously
     capitalized and which are amortized to cost of sales, minus all other
     non-cash items (other than the receipt of notes receivable) increasing such
     Consolidated Net Income.

     "Consolidated Fixed Charge Coverage Ratio" means, with respect to any
determination date, the ratio of (x) Consolidated Cash Flow Available for Fixed
Charges for the prior four full fiscal quarters (the "Four Quarter Period") for
which financial results have been reported immediately preceding the
determination date (the "Transaction Date"), to (y) the aggregate Consolidated
Interest Incurred for the Four Quarter Period. For purposes of this definition,
"Consolidated Cash Flow Available for Fixed Charges" and "Consolidated Interest
Incurred" shall be calculated after giving effect on a pro forma basis for the
period of such calculation to

          (1) the incurrence or the repayment, repurchase, defeasance or other
     discharge or the assumption by another Person that is not an Affiliate
     (collectively, "repayment") of any Indebtedness of Lennar or any Restricted
     Subsidiary (and the application of the proceeds thereof) giving rise to the
     need to make such calculation, and any incurrence or repayment of other
     Indebtedness (and the application of the proceeds thereof), at any time on
     or after the first day of the Four Quarter Period and on or prior to the
     Transaction Date, as if such incurrence or repayment, as the case may be
     (and the application of the proceeds thereof), occurred on the first day of
     the Four Quarter Period, except that Indebtedness under revolving credit
     facilities shall be deemed to be the average monthly balance of such
     Indebtedness during the Four Quarter Period (as reduced on such pro forma
     basis by the application of any proceeds of the incurrence of Indebtedness
     giving rise to the need to make such calculation);

          (2) any Asset Disposition or Asset Acquisition (including, without
     limitation, any Asset Acquisition giving rise to the need to make such
     calculation as a result of Lennar or any Restricted Subsidiary (including
     any Person that becomes a Restricted Subsidiary as a result of any such
     Asset Acquisition) incurring Acquired Indebtedness at any time on or after
     the first day of the Four Quarter Period and on or prior to the Transaction
     Date), as if such Asset Disposition or Asset Acquisition (including the
     incurrence or repayment of any such Indebtedness) and the inclusion,
     notwithstanding clause (2) of the definition of "Consolidated Net Income",
     of any actual Consolidated Cash Flow Available for Fixed Charges associated
     with such Asset Acquisition (without further adjustment), had occurred on
     the first day of the Four Quarter Period; provided, however, that the
     Consolidated Cash Flow Available for Fixed Charges associated with any
     Asset Acquisition shall not be included to the extent the net income
     included in that Consolidated Cash Flow Available for Fixed Charges would
     be excluded pursuant to the definition of "Consolidated Net Income", other
     than clause (2) thereof, if it applied to the Person or assets involved
     before they were acquired;

          (3) the Consolidated Cash Flow Available for Fixed Charges and the
     Consolidated Interest Incurred attributable to discontinued operations, as
     determined in accordance with GAAP, shall be excluded; and

          (4) solely for the purposes of this definition, the redesignation of
     an Unrestricted Subsidiary to be a Restricted Subsidiary shall be deemed to
     be an Asset Acquisition.

     Furthermore, in calculating "Consolidated Cash Flow Available for Fixed
Charges" for purposes of determining the denominator (but not the numerator) of
this "Consolidated Fixed Charge Coverage Ratio",

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<PAGE>   55

          (a) interest determined at a fluctuating rate on Indebtedness in
     respect of which a pro forma calculation is required (including
     Indebtedness actually incurred on the Transaction Date) which will continue
     to be so determined after the Transaction Date, shall be deemed to have
     accrued at a fixed rate per annum equal to the rate of interest on such
     Indebtedness in effect on the Transaction Date; and

     (b) notwithstanding clause (a) above, interest on such Indebtedness
determined at a fluctuating rate, to the extent such interest is covered by
Interest Protection Agreements, shall be deemed to accrue at the rate per annum
resulting after giving effect to the operation of such agreements.

     "Consolidated Interest Expense" of Lennar for any period means the Interest
Expense of Lennar and the Restricted Subsidiaries for such period, determined on
a consolidated basis in accordance with GAAP.

     "Consolidated Interest Incurred" for any period means the Interest Incurred
of Lennar and the Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.

     "Consolidated Net Income" for any period means the aggregate net income (or
loss) of Lennar and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP; provided that there will be excluded
from such net income (loss) (to the extent otherwise included therein), without
duplication:

          (1) the net income (or loss) of (x) any Unrestricted Subsidiary or (y)
     any Person (other than a Restricted Subsidiary) in which any Person other
     than Lennar or any Restricted Subsidiary has an ownership interest, except,
     in each case, to the extent that any such income has actually been received
     by Lennar or any Restricted Subsidiary in the form of cash dividends or
     similar cash distributions during such period, which dividends or
     distributions are not in excess of Lennar's or such Restricted Subsidiary's
     (as applicable) pro rata share of such Unrestricted Subsidiary's or such
     other Person's net income earned during the period commencing with the
     first day of the fiscal quarter in which the Issue Date occurs and ending
     with the period of calculation (taken as a single accounting period),

          (2) except to the extent includable in Consolidated Net Income
     pursuant to the foregoing clause (1), the net income (or loss) of any
     Person that accrued prior to the date that (a) such Person becomes a
     Restricted Subsidiary or is merged with or into or consolidated with Lennar
     or any of its Restricted Subsidiaries (except, in the case of an
     Unrestricted Subsidiary that is redesignated a Restricted Subsidiary during
     such period, to the extent of its retained earnings from the beginning of
     such period to the date of such redesignation) or (b) the assets of such
     Person are acquired by Lennar or any Restricted Subsidiary,

          (3) the net income of any Restricted Subsidiary to the extent that
     (but only so long as) the declaration or payment of dividends or similar
     distributions by such Restricted Subsidiary of that income is not permitted
     by operation of the terms of its charter or any agreement, instrument,
     judgment, decree, order, statute, rule or governmental regulation
     applicable to that Restricted Subsidiary during such period,

          (4) the gains or losses, together with any related provision for
     taxes, realized during such period by Lennar or any Restricted Subsidiary
     resulting from (a) the acquisition of securities, or extinguishment of
     Indebtedness, of Lennar or any Restricted Subsidiary or (b) any Asset
     Disposition by Lennar or any Restricted Subsidiary,

          (5) any extraordinary gain or loss together with any related provision
     for taxes, realized by Lennar or any Restricted Subsidiary, and

          (6) any non-recurring expense recorded by Lennar or any Restricted
     Subsidiary in connection with a merger accounted for as a
     "pooling-of-interests" transaction;

provided, further, that for purposes of calculating Consolidated Net Income
solely as it relates to clause (3) of the first paragraph of the "Limitations on
Restricted Payments" covenant, clause (4)(b) above shall not be applicable.

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<PAGE>   56

     "Consolidated Net Worth" of any Person as of any date means the
stockholders' equity (including any Preferred Stock that is classified as equity
under GAAP, other than Disqualified Stock) of such Person and its Restricted
Subsidiaries on a consolidated basis at the end of the fiscal quarter
immediately preceding such date, as determined in accordance with GAAP, less any
amount attributable to Unrestricted Subsidiaries.

     "Consolidated Tangible Assets" of Lennar as of any date means the total
amount of assets of Lennar and its Restricted Subsidiaries (less applicable
reserves) on a consolidated basis at the end of the fiscal quarter immediately
preceding such date, as determined in accordance with GAAP, less (1) Intangible
Assets and (2) appropriate adjustments on account of minority interests of other
Persons holding equity investments in Restricted Subsidiaries.

     "Control", when used with respect to any Person, means the power to direct
the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.

     "Credit Facilities" means, collectively, each of the credit facilities and
lines of credit of Lennar or one or more Restricted Subsidiaries in existence on
the date of the Indenture and one or more other facilities or lines of credit
among or between Lennar or one or more Restricted Subsidiaries and one or more
lenders pursuant to which Lennar or any Restricted Subsidiary may incur
indebtedness for working capital and general corporate purposes (including
acquisitions), as any such facility or line of credit may be amended, restated,
supplemented or otherwise modified from time to time, and includes any agreement
extending the maturity of, increasing the amount of, or restructuring, all or
any portion of the Indebtedness under such facility or line of credit or any
successor facilities or lines of credit and includes any facility or line of
credit with one or more lenders refinancing or replacing all or any portion of
the Indebtedness under such facility or line of credit or any successor facility
or line of credit.

     "Currency Agreement" of any Person means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement designed to
protect such Person or any of its Subsidiaries against fluctuations in currency
values.

     "Custodian" means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.

     "Default" means any event, act or condition that is, or after notice or the
passage of time or both would be, an Event of Default.

     "Designation Amount" has the meaning provided in the definition of
Unrestricted Subsidiary.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, (1) matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
final maturity date of the Notes or (2) is convertible into or exchangeable or
exercisable for (whether at the option of the issuer or the holder thereof) (a)
debt securities or (b) any Capital Stock referred to in (1) above, in each case,
at any time prior to the final maturity date of the Notes; provided, however,
that any Capital Stock that would not constitute Disqualified Stock but for
provisions thereof giving holders thereof (or the holders of any security into
or for which such Capital Stock is convertible, exchangeable or exercisable) the
right to require Lennar to repurchase or redeem such Capital Stock upon the
occurrence of a change in control occurring prior to the final maturity date of
the Notes shall not constitute Disqualified Stock if the change in control
provisions applicable to such Capital Stock are no more favorable to such
holders than the provisions described under the caption "Certain
Covenants -- Repurchase of Notes upon Change in Control" and such Capital Stock
specifically provides that Lennar will not repurchase or redeem any such Capital
Stock pursuant to such provisions prior to Lennar's repurchase of the Notes as
may be required pursuant to the provisions described under the caption "Certain
Covenants -- Repurchase of Notes upon Change in Control".
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<PAGE>   57

     "Equity Offering" means an underwritten public offering of Common Equity of
Lennar pursuant to an effective registration statement filed under the
Securities Act (excluding registration statements filed on Form S-8 or any
successor form) or a private placement of Common Equity of Lennar.

     "Event of Default" has the meaning set forth under "Events of Default".

     "Fair Market Value" means, with respect to any asset (and except as
otherwise provided under "Limitation on Restricted Payments"), the price (after
taking into account any liabilities relating to such assets) that would be
negotiated in an arm's-length transaction for cash between a willing seller and
a willing and able buyer, neither of which is under any compulsion to complete
the transaction, as such price is determined in good faith by the Board of
Directors of Lennar or a duly authorized committee thereof, as evidenced by a
resolution of such Board or committee.

     "Foreign Subsidiary" means any Subsidiary incorporated under the laws of
any jurisdiction other than the United States of America, any State thereof, the
District of Columbia, Puerto Rico, or any territory or possession of the United
States of America.

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

     "Guarantee" means the guarantee of the Notes by each Guarantor under the
Indenture.

     "Guarantors" means (i) initially, each of the Restricted Subsidiaries on
the Issue Date, and (ii) each of Lennar's Subsidiaries which becomes a guarantor
of the Notes pursuant to the provisions of the Indenture.

     "Holder" means the Person in whose name a Note is registered in the books
of the Registrar for the Notes.

     "Indebtedness" of any Person means, without duplication,

          (1) any liability of such Person (a) for borrowed money or under any
     reimbursement obligation relating to a letter of credit or other similar
     instruments (other than standby letters of credit or similar instrument
     issued for the benefit of or surety, performance, completion or payment
     bonds, earnest money notes or similar purpose undertakings or
     indemnifications issued by, such Person in the ordinary course of
     business), (b) evidenced by a bond, note, debenture or similar instrument
     (including a purchase money obligation) given in connection with the
     acquisition of any businesses, properties or assets of any kind, in
     connection with services rendered, or in connection with capital
     expenditures (other than any obligation to pay a contingent purchase price
     which, as of the date of incurrence thereof is not required to be recorded
     as a liability in accordance with GAAP), (c) in respect of Capitalized
     Lease Obligations (to the extent of the Attributable Debt in respect
     thereof) or (d) in respect of Disqualified Stock,

          (2) any Indebtedness of others that such Person has guaranteed to the
     extent of the guarantee,

          (3) to the extent not otherwise included, the obligations of such
     Person under Currency Agreements or Interest Protection Agreements to the
     extent recorded as liabilities not constituting Interest Incurred, net of
     amounts recorded as assets in respect of such agreements, in accordance
     with GAAP, and

          (4) all Indebtedness of others secured by a Lien on any asset of such
     Person, whether or not such Indebtedness is assumed by such Person;

provided, that Indebtedness shall not include accounts payable, liabilities to
trade creditors of such Person or other accrued expenses arising in the ordinary
course of business. The amount of Indebtedness of any Person at any date shall
be (a) the outstanding balance at such date of all unconditional obligations as

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<PAGE>   58

described above, net of any unamortized discount to be accounted for as Interest
Expense, in accordance with GAAP, (b) the maximum liability of such Person for
any contingent obligations under clause (2) above at such date, net of any
unamortized discount to be accounted for as Interest Expense in accordance with
GAAP, and (c) in the case of clause (4) above, the lesser of (x) the fair market
value of any asset subject to a Lien securing the Indebtedness of others on the
date that the Lien attaches and (y) the amount of the Indebtedness secured.
Neither the accretion of discount nor the accrual of interest shall be deemed to
give rise to the incurrence of Indebtedness.

     "Intangible Assets" of Lennar means all unamortized debt discount and
expense, unamortized deferred charges, goodwill, patents, trademarks, service
marks, trade names, copyrights, write-ups of assets over their prior carrying
value (other than write-ups which occurred prior to the Issue Date and other
than, in connection with the acquisition of an asset, the write-up of the value
of such asset (within one year of its acquisition) to its fair market value in
accordance with GAAP) and all other items which would be treated as intangible
on the consolidated balance sheet of Lennar and the Restricted Subsidiaries
prepared in accordance with GAAP.

     "Interest Expense" of any Person for any period means, without duplication,
the aggregate amount of (i) interest which, in conformity with GAAP, would be
set opposite the caption "interest expense" or any like caption on an income
statement for such Person (including, without limitation, imputed interest
included in Capitalized Lease Obligations, all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing, the net costs (but reduced by net gains) associated with Currency
Agreements and Interest Protection Agreements, amortization of other financing
fees and expenses, the interest portion of any deferred payment obligation,
amortization of discount or premium, if any, and all other noncash interest
expense other than interest and other charges amortized to cost of sales), and
(ii) all interest actually paid by Lennar or a Restricted Subsidiary under any
guarantee of Indebtedness (including, without limitation, a guarantee of
principal, interest or any combination thereof) of any Person other than Lennar
or any Restricted Subsidiary during such period; provided, that Interest Expense
shall exclude any expense associated with the complete write-off of financing
fees and expenses in connection with the repayment of any Indebtedness.

     "Interest Incurred" of any Person for any period means, without
duplication, the aggregate amount of (1) Interest Expense and (2) all
capitalized interest and amortized debt issuance costs.

     "Interest Protection Agreement" of any Person means any interest rate swap
agreement, interest rate collar agreement, option or futures contract or other
similar agreement or arrangement designed to protect such Person or any of its
Subsidiaries against fluctuations in interest rates with respect to Debt
permitted to be incurred under the Indenture.

     "Investments" of any Person means (i) all investments by such Person in any
other Person in the form of loans, advances or capital contributions, (ii) all
guarantees of Indebtedness or other obligations of any other Person by such
Person, (iii) all purchases (or other acquisitions for consideration) by such
Person of Indebtedness, Capital Stock or other securities of any other Person
and (iv) all other items that would be classified as investments in any other
Person (including, without limitation, purchases of assets outside the ordinary
course of business) on a balance sheet of such Person prepared in accordance
with GAAP.

     "Issue Date" means the date on which the Notes are originally issued under
the Indenture.

     "Lien" means, with respect to any Property, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
Property. For purposes of this definition, a Person shall be deemed to own,
subject to a Lien, any Property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such Property.

     "Marketable Securities" means (a) equity securities that are listed on the
New York Stock Exchange, the American Stock Exchange or The Nasdaq National
Market and (b) debt securities that are rated by a nationally recognized rating
agency, listed on the New York Stock Exchange or the American Stock Exchange or
covered by at least two reputable market makers.

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<PAGE>   59

     "Moody's" means Moody's Investors Service, Inc. or any successor to its
debt rating business.

     "Net Cash Proceeds" means, with respect to an Asset Disposition, cash
payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise
(including any cash received upon sale or disposition of such note or
receivable), but only as and when received), excluding any other consideration
received in the form of assumption by the acquiring Person of Indebtedness or
other obligations relating to the Property disposed of in such Asset Disposition
or received in any other non-cash form unless and until such non-cash
consideration is converted into cash therefrom, in each case, net of all legal,
title and recording tax expenses, commissions and other fees and expenses
incurred, and all federal, state and local taxes required to be accrued as a
liability under GAAP as a consequence of such Asset Disposition, and in each
case net of a reasonable reserve for the after-tax cost of any indemnification
or other payments (fixed and contingent) attributable to the seller's
indemnities or other obligations to the purchaser undertaken by Lennar or any of
its Restricted Subsidiaries in connection with such Asset Disposition, and net
of all payments made on any Indebtedness which is secured by or relates to such
Property, in accordance with the terms of any Lien or agreement upon or with
respect to such Property (including the terms of any consent to such sale or
other disposition) or which must by its terms or by applicable law be repaid out
of the proceeds from such Asset Disposition, and net of all contractually
required distributions and payments made to minority interest holders in
Restricted Subsidiaries or joint ventures as a result of such Asset Disposition.

     "Non-Recourse Indebtedness" with respect to any Person means Indebtedness
of such Person for which (1) the sole legal recourse for collection of required
amounts due on such Indebtedness is against the specific property identified in
the instruments evidencing or securing such Indebtedness and (except in the case
of Non-Recourse Indebtedness that is Refinancing Indebtedness) such property was
acquired with the proceeds of such Indebtedness or such Indebtedness was
incurred within 90 days after the acquisition of such property and (2) no other
assets of such Person may be realized upon in collection of principal or
interest on such Indebtedness. Indebtedness which is otherwise Non-Recourse
Indebtedness will not lose its character as Non-Recourse Indebtedness because
there is recourse to the borrower, any guarantor or any other Person for (a)
environmental warranties and indemnities, or (b) indemnities for and liabilities
arising from fraud, misrepresentation, misapplication or non-payment of rents,
profits, insurance and condemnation proceeds and other sums actually received by
the borrower from secured assets to be paid to the lender, waste and mechanics'
liens.

     "Permitted Indebtedness" means:

          (1) Indebtedness of Lennar or any Restricted Subsidiary under Credit
     Facilities which does not exceed $1.5 billion principal amount outstanding
     at any one time, less, without duplication, the amount of all mandatory
     reductions effected under the terms of the Senior Secured Credit Facilities
     as in effect on the Issue Date, and the amount of all permanent reductions
     thereto in connection with Asset Dispositions;

          (2) intercompany debt obligations of Lennar to any Restricted
     Subsidiary and of any Restricted Subsidiary to Lennar or any other
     Restricted Subsidiary; provided, however, that any Indebtedness of any
     Restricted Subsidiary or Lennar owed to any Restricted Subsidiary that
     ceases to be a Restricted Subsidiary shall be deemed to be incurred and
     shall be treated as an incurrence for purposes of the first paragraph of
     the covenant described under "Limitations on Indebtedness" at the time the
     Restricted Subsidiary in question ceases to be a Restricted Subsidiary;

          (3) Indebtedness of Lennar or any Restricted Subsidiary under any
     Currency Agreements or Interest Protection Agreements in a notional amount
     no greater than the payments due (at the time the related Currency
     Agreement or Interest Protection Agreement is entered into) with respect to
     the Indebtedness or currency being hedged;

          (4) Purchase Money Indebtedness and Attributable Debt in respect of
     Capitalized Lease Obligations of Lennar and any Restricted Subsidiary
     Guarantor; and

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<PAGE>   60

          (5) Indebtedness of Lennar or any Restricted Subsidiary which,
     together with all other Indebtedness under this clause (5), does not exceed
     $100 million aggregate principal amount outstanding at any one time.

"Permitted Investment" means:

          (1) Cash Equivalents;

          (2) any Investment in Lennar or any Restricted Subsidiary or any
     Person that becomes a Restricted Subsidiary as a result of such Investment
     or that is consolidated or merged with or into, or transfers all or
     substantially all of its assets or an operating unit or line of business
     to, Lennar or a Restricted Subsidiary;

          (3) any receivables, loans or other consideration taken by Lennar or
     any Restricted Subsidiary in connection with any asset sale otherwise
     permitted by the Indenture;

          (4) Investments received in connection with any bankruptcy or
     reorganization proceeding, or as a result of foreclosure, perfection or
     enforcement of any Lien or any judgment or settlement of any Person in
     exchange for or satisfaction of Indebtedness or other obligations or other
     property received from such Person, or for other liabilities or obligations
     of such Person created, in accordance with the terms of the Indenture;

          (5) Investments in Currency Agreements or Interest Protection
     Agreements described in the definition of Permitted Indebtedness;

          (6) loans or advances to officers, directors and employees of Lennar
     or any Restricted Subsidiary made in the ordinary course of business;
     provided, however, that and aggregate principal amount of all such loans
     and advances outstanding at any one time does not exceed $5 million and any
     such loan or advance exceeding $500,000 shall have been approved by the
     Board of Directors of Lennar or a committee thereof consisting of
     disinterested members;

          (7) Investments in joint ventures in a Real Estate Business with
     unaffiliated third parties in an aggregate amount at any time outstanding
     not to exceed 10% of Consolidated Tangible Assets at such time;

          (8) Investments in interests in collateralized mortgage obligations,
     mortgages, mortgage loan servicing or other mortgage related assets; and

          (9) Investments in an aggregate amount outstanding not to exceed $50
     million.

"Permitted Liens" means:

          (1) Liens for taxes, assessments or governmental or quasi-government
     charges or claims that (a) are not yet delinquent, (b) are being contested
     in good faith by appropriate proceedings and as to which appropriate
     reserves have been established or other provisions have been made in
     accordance with GAAP, if required, or (c) encumber solely property
     abandoned or in the process of being abandoned;

          (2) statutory Liens of landlords and carriers', warehousemen's,
     mechanics', suppliers', materialmen's, repairmen's or other Liens imposed
     by law and arising in the ordinary course of business and with respect to
     amounts that, to the extent applicable, either (a) are not yet delinquent
     or (b) are being contested in good faith by appropriate proceedings and as
     to which appropriate reserves have been established or other provisions
     have been made in accordance with GAAP, if required;

          (3) Liens (other than any Lien imposed by the Employer Retirement
     Income Security Act of 1974, as amended) incurred or deposits made in the
     ordinary course of business in connection with workers' compensation,
     unemployment insurance and other types of social security;

          (4) Liens incurred or deposits made to secure the performance of
     tenders, bids, leases, statutory obligations, surety and appeal bonds,
     development obligations, progress payments, government

                                       54
<PAGE>   61

     contacts, utility services, developer's or other obligations to make
     on-site or off-site improvements and other obligations of like nature
     (exclusive of obligations for the payment of borrowed money but including
     the items referred to in the parenthetical in clause (1)(a) of the
     definition of "Indebtedness"), in each case incurred in the ordinary course
     of business of Lennar and the Restricted Subsidiaries;

          (5) attachment or judgment Liens not giving rise to a Default or an
     Event of Default;

          (6) easements, dedications, assessment district or similar liens in
     connection with municipal or special district financing, rights-of-way,
     restrictions, reservations and other similar charges, burdens, and other
     similar charges or encumbrances not materially interfering with the
     ordinary course of business of Lennar and the Restricted Subsidiaries;

          (7) zoning restrictions, licenses, restrictions on the use of real
     property or minor irregularities in title thereto, which do not materially
     impair the use of such real property in the ordinary course of business of
     Lennar and the Restricted Subsidiaries;

          (8) Liens securing (a) Indebtedness under Lennar's existing Senior
     Notes, (b) Indebtedness of Lennar and its Restricted Subsidiaries incurred
     under Credit Facilities, and (c) Indebtedness of Lennar and its Restricted
     Subsidiaries that has been or is being defeased;

          (9) Liens securing Non-Recourse Indebtedness of Lennar or any
     Restricted Subsidiary Guarantor;

          (10) Liens securing Purchase Money Indebtedness of Lennar or any
     Restricted Subsidiary Guarantor;

          (11) Liens on property or assets of Lennar or any Restricted
     Subsidiary securing Indebtedness of Lennar or any Restricted Subsidiary
     owing to Lennar or one or more Restricted Subsidiaries;

          (12) leases or subleases granted to others not materially interfering
     with the ordinary course of business of Lennar and the Restricted
     Subsidiaries;

          (13) Liens on property that is the subject of Capitalized Lease
     Obligations of Lennar or any Restricted Subsidiary Guarantor;

          (14) any right of first refusal, right of first offer, option,
     contract or other agreement to sell an asset; provided, that such sale is
     not otherwise prohibited under the Indenture;

          (15) any right of a lender or lenders to which Lennar or a Restricted
     Subsidiary may be indebted to offset against, or appropriate and apply to
     the payment of such, Indebtedness any and all balances, credits, deposits,
     accounts or money of Lennar or a Restricted Subsidiary with or held by such
     lender or lenders or its Affiliates;

          (16) any pledge or deposit of cash or property in conjunction with
     obtaining surety, performance, completion or payment bonds and letters of
     credit or other similar instruments or providing earnest money obligations,
     escrows or similar purpose undertakings or indemnifications in the ordinary
     course of business of Lennar and its Restricted Subsidiaries;

          (17) Liens for homeowner and property owner association developments
     and assessments;

          (18) Liens securing Refinancing Indebtedness permitted under the
     Indenture; provided, that such Liens extend only to the assets securing the
     Indebtedness being refinanced;

          (19) Liens incurred in the ordinary course of business as security for
     the obligations of Lennar and its Restricted Subsidiaries with respect to
     indemnification in respect of title insurance providers; and

          (20) any arrangement with any Person providing for the leasing by
     Lennar or any Restricted Subsidiary, as lessee, of a model home in their
     communities, which home has been or is to be sold or transferred by Lennar
     or such Restricted Subsidiary to such Person.
                                       55
<PAGE>   62

     "Person" means any individual, corporation, partnership, limited liability
company, joint venture, incorporated or unincorporated association, joint stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

     "Preferred Stock" of any Person means all Capital Stock of such Person
which has a preference in liquidation or with respect to the payment of
dividends.

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

     "Purchase Money Indebtedness" means Indebtedness of Lennar or any
Restricted Subsidiary Guarantor incurred for the purpose of financing all or any
part of the purchase price, or the cost of construction or improvement, of any
property to be used in the ordinary course of business by Lennar and the
Restricted Subsidiaries; provided, however, that (1) the aggregate principal
amount of such Indebtedness shall not exceed such purchase price or cost and (2)
such Indebtedness shall be incurred no later than 90 days after the acquisition
of such property or completion of such construction or improvement.

     "Qualified Stock" means Capital Stock of Lennar other than Disqualified
Stock.

     "Real Estate Business" means homebuilding, housing construction, home
sales, real estate development or construction and related real estate
activities, including the provision of mortgage financing, title insurance and
other goods and services to home buyers, home owners and other occupants of
homes, including without limitation, cable TV services, home security, home
design, broadband communications and other communications services and home
office support services.

     "Refinancing Indebtedness" means (i) Indebtedness (to the extent not
Permitted Indebtedness) that refunds, refinances or extends any Indebtedness of
Lennar or any Restricted Subsidiary outstanding on the Issue Date or other
Indebtedness (to the extent not Permitted Indebtedness) permitted to be incurred
by Lennar or any Restricted Subsidiary pursuant to the terms of the Indenture
and (ii) Indebtedness (to the extent not Permitted Indebtedness) of a Restricted
Subsidiary Guarantor that refunds, refinances or extends any Indebtedness of
such Restricted Subsidiary outstanding on the Issue Date or other Indebtedness
(to the extent not Permitted Indebtedness) permitted to be incurred by such
Restricted Subsidiary pursuant to the terms of the Indenture, but, in either
case, only to the extent that

          (1) the Refinancing Indebtedness is subordinated to the Notes or the
     Guarantees, as the case may be, to the same extent as the Indebtedness
     being refunded, refinanced or extended, if at all,

          (2) the Refinancing Indebtedness is scheduled to mature either (a) no
     earlier than the Indebtedness being refunded, refinanced or extended or (b)
     after the maturity date of the Notes,

          (3) the portion, if any, of the Refinancing Indebtedness that is
     scheduled to mature on or prior to the maturity date of the Notes has a
     Weighted Average Life to Maturity at the time such Refinancing Indebtedness
     is incurred that is equal to or greater than the Weighted Average Life to
     Maturity of the portion of the Indebtedness being refunded, refinanced or
     extended that is scheduled to mature on or prior to the maturity date of
     the Notes, and

          (4) such Refinancing Indebtedness is in an aggregate principal amount
     that is equal to or less than the sum of (a) the aggregate principal amount
     then outstanding under the Indebtedness being refunded, refinanced or
     extended, (b) accrued interest and premiums thereon, and (c) the reasonable
     fees and expenses incurred by Lennar or such Restricted Subsidiary
     Guarantor in connection with such refinancing.

     "Required Rating" means (i) following any period during which the ratings
on the Notes are not at least as high as those described in clause (ii) hereof,
ratings on the Notes of at least BBB- by S&P and Baa3 by Moody's and (ii) at all
other times, ratings on the Notes of at least (x) BBB- by S&P and Ba1 or lower
by Moody's or (y) Baa3 by Moody's and BB+ or lower by S&P.

                                       56
<PAGE>   63

     "Restricted Payment" means any of the following:

          (1) the declaration or payment of any dividend or any other
     distribution on Capital Stock of Lennar or any Restricted Subsidiary or any
     payment made to the direct or indirect holders (in their capacities as
     such) of Capital Stock of Lennar or any Restricted Subsidiary (other than
     (a) dividends or distributions payable solely in Qualified Stock and (b) in
     the case of Restricted Subsidiaries, dividends or distributions payable to
     Lennar or to a Restricted Subsidiary);

          (2) the purchase, redemption or other acquisition or retirement for
     value of any Capital Stock of Lennar or any Restricted Subsidiary (other
     than a payment made to Lennar or any Restricted Subsidiary);

          (3) any Investment (other than any Permitted Investment), including
     any Investment in an Unrestricted Subsidiary (including by the designation
     of a Subsidiary of Lennar as an Unrestricted Subsidiary); and

          (4) any principal payment on, purchase, defeasance, redemption,
     prepayment, decrease or other acquisition or retirement for value, prior to
     scheduled final maturity, scheduled repayment or scheduled sinking fund
     payment, of any Indebtedness of Lennar or any Subsidiary that is
     subordinate or junior in right of payment to the Notes or any Guarantee.

     "Restricted Subsidiary" means any Subsidiary of Lennar which is not an
Unrestricted Subsidiary.

     "Restricted Subsidiary Guarantor" means any Subsidiary that is a Guarantor.

     "S&P" means Standard and Poor's Ratings Group or any successor to its debt
rating business.

     "Senior Notes" means Lennar's 7 5/8% Senior Notes due 2009 and its Zero
Coupon Senior Convertible Debentures due 2018.

     "Senior Secured Credit Facilities" means the senior secured credit
facilities that were entered into on the Issue Date by Lennar, U.S. Home, Bank
One, N.A., Bankers Trust Company and the other banks party thereto.

     "Significant Subsidiary" means any Subsidiary of Lennar which would
constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X
under the Securities Act and the Exchange Act.

     "Subsidiary" of any Person means any corporation or other entity of which a
majority of the Capital Stock having ordinary voting power to elect a majority
of the Board of Directors or other persons performing similar functions is at
the time directly or indirectly owned or controlled by such Person.

     "Tender Offer and Consent Solicitation" means the tender offer and consent
solicitation commenced by Len Acquisition Corporation on March 31, 2000, with
regard to the U.S. Home Existing Debt Issues.

     "Trustee" means the party named as such above until a successor replaces
such party in accordance with the applicable provisions of the Indenture and
thereafter means the successor serving hereunder.

     "Unrestricted Subsidiary" means (i) Universal American Mortgage Company,
Universal American Mortgage Company of California, UAMC Asset Corp., Ameristar
Financial Services, Inc., UAMC Asset Corp. II, UAMC Holdings, Eagle Home
Mortgage, Inc., UAMC Holdings II, U.S. Home Mortgage Corporation and
Subsidiaries of U.S. Home engaged primarily in the title reinsurance business
and (ii) any other Subsidiary of Lennar so designated by a resolution adopted by
the Board of Directors of Lennar or a duly authorized committee thereof as
provided below; provided that (a) the holders of Indebtedness thereof do not
have direct or indirect recourse against Lennar or any Restricted Subsidiary,
and neither Lennar nor any Restricted Subsidiary otherwise has liability for,
any payment obligations in respect of such Indebtedness (including any
undertaking, agreement or instrument evidencing such Indebtedness), except, in
each case, to the extent that the amount thereof constitutes a Restricted
Payment permitted by the Indenture, in the case of Non-Recourse Indebtedness, to
the extent such recourse or liability is for the matters discussed in the last
sentence of the definition of "Non-Recourse Indebtedness", or to the extent such
Indebtedness is a guarantee by such Subsidiary of Indebtedness of
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<PAGE>   64

Lennar or a Restricted Subsidiary and (b) no holder of any Indebtedness of such
Subsidiary shall have a right to declare a default on such Indebtedness or cause
the payment thereof to be accelerated or payable prior to its stated maturity as
a result of a default on any Indebtedness of Lennar or any Restricted
Subsidiary.

     Subject to the foregoing, the Board of Directors of Lennar or a duly
authorized committee thereof may designate any Subsidiary to be an Unrestricted
Subsidiary; provided, however, that (1) the net amount (the "Designation
Amount") then outstanding of all previous Investments by Lennar and the
Restricted Subsidiaries in such Subsidiary will be deemed to be a Restricted
Payment at the time of such designation and will reduce the amount available for
Restricted Payments under the "Limitations on Restricted Payments" covenant set
forth in the Indenture, to the extent provided therein, (2) Lennar must be
permitted under the "Limitations on Restricted Payments" covenant set forth in
the Indenture to make the Restricted Payment deemed to have been made pursuant
to clause (1), (3) such Subsidiary does not own any Preferred Stock in any other
Restricted Subsidiary (other than in a Subsidiary of such Subsidiary), and (4)
after giving effect to such designation, no Default or Event of Default shall
have occurred or be continuing. In accordance with the foregoing, and not in
limitation thereof, Investments made by any Person in any Subsidiary of such
Person prior to such Person's merger with Lennar or any Restricted Subsidiary
(but not in contemplation or anticipation of such merger) shall not be counted
as an Investment by Lennar or such Restricted Subsidiary if such Subsidiary of
such Person is designated as an Unrestricted Subsidiary.

     The Board of Directors of Lennar or a duly authorized committee thereof may
also redesignate an Unrestricted Subsidiary to be a Restricted Subsidiary;
provided, however, that (1) the Indebtedness of such Unrestricted Subsidiary as
of the date of such redesignation could then be incurred under the "Limitations
on Indebtedness" covenant and (2) immediately after giving effect to such
redesignation and the incurrence of any such additional Indebtedness, Lennar and
the Restricted Subsidiaries could incur $1.00 of additional Indebtedness under
the first paragraph of the "Limitations on Indebtedness" covenant. Any such
designation or redesignation by the Board of Directors of Lennar or a committee
thereof will be evidenced to the Trustee by the filing with the Trustee of a
certified copy of the resolution of the Board of Directors of Lennar or a
committee thereof giving effect to such designation or redesignation and an
Officers' Certificate certifying that such designation or redesignation complied
with the foregoing conditions and setting forth the underlying calculations of
such Officers' Certificate.

     The designation of any Person as an Unrestricted Subsidiary shall be deemed
to include a designation of all Subsidiaries of such Person as Unrestricted
Subsidiaries; provided, however, that the ownership of the general partnership
interest (or a similar member's interest in a limited liability company) by an
Unrestricted Subsidiary in a Subsidiary of Lennar of which more than 95% of the
equity interest is held by Lennar or one or more Restricted Subsidiaries shall
not cause the Subsidiary to be deemed an Unrestricted Subsidiary.

     "U.S. Home Existing Debt Issues" means U.S. Home's 7.95% Senior Notes due
2001, its 8.25% Senior Notes due 2004, its 7.75% Senior Notes due 2005, its
8.88% Senior Subordinated Notes due 2007 and its 8.875% Senior Subordinated
Notes due 2009.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
or portion thereof at any date, the number of years obtained by dividing (i) the
sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including, without limitation, payment at final maturity, in
respect thereof, by (b) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment
by (ii) the sum of all such payments described in clause (i)(a) above.

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<PAGE>   65

                         BOOK ENTRY, DELIVERY AND FORM

     The certificates representing the series B notes will be issued in fully
registered form. The series B notes initially will be represented by a single,
permanent global series B note, in definitive, fully registered form without
interest coupons (the "Global Note") and will be deposited with the trustee as
custodian for DTC and registered in the name of Cede & Co., as DTC's nominee.

     Upon the issuance of a Global Note, DTC or its nominee will credit the
accounts of persons holding through it with the respective principal amounts of
the series B notes represented by such Global Note received by such persons in
the exchange offer. Such accounts shall be designated by the initial purchasers.
Ownership of beneficial interests in a Global Note will be limited to persons
that have accounts with DTC ("participants") or persons that may hold interests
through participants. Any person acquiring an interest in a Global Note through
an offshore transaction in reliance on Regulation S of the Securities Act may
hold such interest through Cedel or Euroclear. Ownership of beneficial interests
in a Global Note will be shown on, and the transfer of that ownership interest
will be effected only through, records maintained by DTC (with respect to
participants' interests) and such participants (with respect to the owners of
beneficial interests in such Global Note other than participants). The laws of
some jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Note.

     Payment of principal of and interest on series B notes represented by a
Global Note will be made in immediately available funds to DTC or its nominee,
as the case may be, as the sole registered owner and the sole holder of the
series B notes represented thereby for all purposes under the indenture. We have
been advised by DTC that upon receipt of any payment of principal of or interest
on any Global Note, DTC will immediately credit, on its book-entry registration
and transfer system, the accounts of participants with payments in amounts
proportionate to their respective beneficial interests in the principal or face
amount of such Global Note as shown on the records of DTC. Payments by
participants to owners of beneficial interests in a Global Note held through
such participants will be governed by standing instructions and customary
practices as is now the case with securities held for customer accounts
registered in "street name" and will be the sole responsibility of such
participants.

     A Global Note may not be transferred except as a whole by DTC or a nominee
of DTC to a nominee of DTC or to DTC. A Global Note is exchangeable for
certificated series B notes only if (a) DTC notifies us that it is unwilling or
unable to continue as a depositary for such Global Note or if at any time DTC
ceases to be a clearing agency registered under the Exchange Act, (b) we in our
discretion at any time determine not to have all the series B notes represented
by such Global Note, or (c) there shall have occurred and be continuing a
default or an event of default with respect to the series B notes represented by
such Global Note. Any Global Note that is exchangeable for certificated series B
notes pursuant to the preceding sentence will be exchanged for certificated
series B notes in authorized denominations and registered in such names as DTC
or any successor depositary holding such Global Note may direct. Subject to the
foregoing, a Global Note is not exchangeable, except for a Global Note of like
denomination to be registered in the name of DTC or any successor depositary or
its nominee. In the event that a Global Note becomes exchangeable for
certificated series B notes, (a) certificated series B notes will be issued only
in fully registered form in denominations of $1,000 or integral multiples
thereof, (b) payment of principal of, and premium, if any, and interest on, the
certificated series B notes will be payable, and the transfer of the
certificated series B notes will be registerable, at our office or agency
maintained for such purposes and (c) no service charge will be made for any
registration of transfer or exchange of the certificated series B notes,
although we may require payment of a sum sufficient to cover any tax or
governmental charge imposed in connection therewith.

     So long as DTC or any successor depositary for a Global Note, or any
nominee, is the registered owner of such Global Note, DTC or such successor
depositary or nominee, as the case may be, will be considered the sole owner or
holder of the series B notes represented by such Global Note for all purposes
under the indenture and the series B notes. Except as set forth above, owners of
beneficial interests in a Global Note will not be entitled to have the series B
notes represented by such Global Note registered in

                                       59
<PAGE>   66

their names, will not receive or be entitled to receive physical delivery of
certificated series B notes in definitive form and will not be considered to be
the owners or holders of any series B notes under such Global Note. Accordingly,
each person owning a beneficial interest in a Global Note must rely on the
procedures of DTC or any successor depositary, and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the indenture. We
understand that under existing industry practices, in the event that we request
any action of holders or that an owner of a beneficial interest in a Global Note
desires to give or take any action which a holder is entitled to give or take
under the indenture, DTC or any successor depositary would authorize the
participants holding the relevant beneficial interest to give or take such
action and such participants would authorize beneficial owners owning through
such participants to give or take such action or would otherwise act upon the
instructions of beneficial owners owning through them.

     DTC has advised us that DTC is a limited-purpose trust company organized
under the Banking Law of the State of New York, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered under the Exchange Act. DTC
was created to hold the securities of its participants and to facilitate the
clearance and settlement of securities transactions among its participants in
such securities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and dealers (which
may include the initial purchasers), banks, trust companies, clearing
corporations and certain other organizations some of whom (or their
representatives) own DTC. Access to DTC's book-entry system is also available to
others, such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly.

     Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in Global Securities among participants of DTC, it is
under no obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. Neither we, the trustee nor the
initial purchasers will have any responsibility for the performance by DTC or
its participants or indirect participants of their respective obligations under
the rules and procedures governing their operations.

                 SALES OF NEW NOTES RECEIVED BY BROKER-DEALERS

     Each broker-dealer that receives series B notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such series B notes. The prospectus,
as it may be amended or supplemented from time to time, may be used by a broker-
dealer in connection with sales of series B notes received in exchange for
series A notes which were acquired as a result of market-making activities or
other trading activities. We have agreed that, starting on the expiration date
and ending on the close of business on the first anniversary of the expiration
date, we will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In addition, until
          , 2000, all dealers effecting transactions in the series B notes may
be required to deliver a prospectus.

     We will not receive any proceeds from any sale of series B notes by
broker-dealers. Series B notes 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 series B notes or a combination of those methods
of resale, at prices which may or may not be based upon market prices prevailing
at the time of the sale. Any such sale 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 the selling broker-dealer and/or the purchasers
of the series B notes. Any broker-dealer that sells series B notes 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 series B notes may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit from sale of the series B notes and any commissions or concessions
received by any such persons may be deemed to be underwriting compensation. The
letter of transmittal states that a broker-dealer will not, by delivering a
prospectus, be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.

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<PAGE>   67

     For a period of one year after the expiration date, we 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. We have agreed to pay all expenses incident to the exchange offer
(including the expenses of one counsel for the holders of the series A notes
other than commissions or concessions of any brokers or dealers, and we will
indemnify the holders of the series A notes (including any broker-dealers)
against certain liabilities, including liabilities under the Securities Act.

                                 LEGAL MATTERS

     Clifford Chance Rogers & Wells LLP, New York, New York, is passing on the
validity of the notes for us.

                                    EXPERTS

     Our consolidated financial statements and the related financial statement
schedule which are incorporated by reference into this prospectus from our
Annual Report on Form 10-K for the fiscal year ended November 30, 1999, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated by reference in this prospectus in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

     The consolidated financial statements of U.S. Home incorporated by
reference in this prospectus and elsewhere in the registration statement from
U.S. Home's Annual Report on Form 10-K for the fiscal year ended December 31,
1999, have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their reports with respect thereto and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents previously filed by Lennar with the SEC under File
Number 1-11749 are incorporated by reference in this prospectus:

          (a) our Annual Report on Form 10-K for the fiscal year ended November
     30, 1999;

          (b) our Quarterly Report on Form 10-Q for the fiscal quarter ended
     February 29, 2000;

          (c) our Registration Statement on Form S-4 File Number 333-32860;

          (d) our Current Report on Form 8-K dated February 23, 2000;

          (e) our Current Report on Form 8-K filed with the Securities and
     Exchange Commission on May 16, 2000, as amended by a Form 8-K/A dated June
     30, 2000, and;

          (f) our Definitive Proxy Statement dated March 9, 2000.

     The following documents previously filed by U.S. Home with the SEC under
File Number 1-5899 are incorporated by reference in this prospectus:

          (a) U.S. Home's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1999;

          (b) U.S. Home's Quarterly Report on Form 10-Q for the fiscal quarter
              ended March 31, 2000.

          (c) U.S. Home's Current Report on Form 8-K dated February 28, 2000;
     and

          (d) U.S. Home's Current Report on Form 8-K dated May 16, 2000.

     All documents filed by Lennar under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, after the date of this prospectus are
incorporated into this prospectus by reference and will constitute a part of
this prospectus from the date they are filed.

                                       61
<PAGE>   68

------------------------------------------------------
                          ------------------------------------------------------
------------------------------------------------------
                          ------------------------------------------------------

     NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS OTHER THAN THOSE CONTAINED HEREIN AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY LENNAR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THOSE TO WHICH IT
RELATES, NOR DOES IT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN
OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.

                            ------------------------

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                       PAGE
                                       ----
<S>                                    <C>
Prospectus Summary...................     1
Use of Proceeds......................     8
Absence of Public Market.............     8
Risk Factors.........................    11
The Exchange Offer...................    15
Capitalization.......................    21
Business of Lennar...................    22
Business of U.S. Home................    24
Business of Combined Lennar/U.S.
  Home...............................    26
Management of Lennar.................    27
Description of New Senior Secured
  Credit Facilities..................    28
Description of Certain Other
  Indebtedness of Lennar.............    30
Description of Notes.................    31
Book Entry, Delivery and Form........    59
Sales of New Notes Received by
  Broker-Dealers.....................    60
Legal Matters........................    61
Experts..............................    61
Incorporation of Certain Documents by
  Reference..........................    61
</TABLE>

                                  $325,000,000
                               LENNAR CORPORATION

                           [LENNAR CORPORATION LOGO]

OFFER TO EXCHANGE 9.95% SERIES B SENIOR NOTES DUE 2010 WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT FOR ANY AND ALL OUTSTANDING 9.95% SERIES A
SENIOR NOTES DUE 2010
                            ------------------------

                                   PROSPECTUS
                            ------------------------
                                 Dated           , 2000

------------------------------------------------------
                          ------------------------------------------------------
------------------------------------------------------
                          ------------------------------------------------------
<PAGE>   69

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for the unlawful payment
of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which a director derived an improper personal benefit.

     Section 145 of the DGCL empowers us to indemnify, subject to the standards
set forth therein, any person in connection with any action, suit or proceeding
brought before or threatened by reason of the fact that the person was a
director, officer, employee or agent of ours, or is or was serving as such with
respect to another entity at our request. The DGCL also provides that we may
purchase insurance on behalf of any such director, officer, employee or agent.

     Our Certificate of Incorporation provides for the indemnification by the
company of each of our directors and officers to the fullest extent permitted by
applicable law.

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.

<TABLE>
<C>                     <S>
        1.1             Purchase Agreement, dated April 28, 2000, by and among
                        Lennar Corporation (the "Company"), Deutsche Bank Securities
                        Inc. and Banc One Capital Markets, Inc., Banc of America
                        Securities LLC, Credit Lyonnais Securities USA Inc., and
                        Wachovia Securities, Inc. (the "Initial Purchasers").*
        3.1             Certificate of Amendment of Certificate of Incorporation,
                        dated April 9, 1999. Incorporated by reference to Annual
                        Report on Form 10-K for the fiscal year ended November 30,
                        1999, file number 1-11749.
        3.2             Amended and Restated Certificate of Incorporation, dated
                        April 28, 1998. Incorporated by reference to Annual Report
                        on Form 10-K for the fiscal year ended November 30, 1998,
                        file number 1-11749.
        3.3             By-laws. Incorporated by reference to Form 8-K dated October
                        31, 1997, file number 1-11749.
        4.1             Indenture, dated as of May 3, 2000, by and among the Company
                        and Bank One Trust Company, N.A. (the "Trustee"), including
                        Form of 9.95% Series A Senior Notes due 2010 and Form of
                        9.95% Series B Senior Notes due 2010.*
        4.2             Registration Rights Agreement, dated as of May 3, 2000, by
                        and among the Company and the Initial Purchasers.*
        5.1             Opinion of Clifford Chance Rogers & Wells LLP.*
         10(a)          Amended and Restated Lennar Corporation 1997 Stock Option
                        Plan -- Incorporated by reference to Annual Report on Form
                        10-K for the year ended November 30, 1997.
         10(b)          Lennar Corporation 1991 Stock Option Plan -- Incorporated by
                        reference to Registration Statement No. 33-45442.
         10(c)          Lennar Corporation Employee Stock Ownership Plan and Trust
                        -- Incorporated by reference to Registration Statement No.
                        2-89104.
         10(d)          Amendment dated December 13, 1989 to Lennar Corporation
                        Employee Stock Ownership Plan -- Incorporated by reference
                        to Annual Report on Form 10-K for the year ended November
                        30, 1990.
         10(e)          Lennar Corporation Employee Stock Ownership/401k Trust
                        Agreement dated December 13, 1989 -- Incorporated by
                        reference to Annual Report on Form 10-K for the year ended
                        November 30, 1990.
</TABLE>

                                      II-1
<PAGE>   70
<TABLE>
<C>                     <S>
         10(f)          Amendment dated April 18, 1990 to Lennar Corporation
                        Employee Stock Ownership/401k Plan -- Incorporated by
                        reference to Annual Report on Form 10-K for the year ended
                        November 30, 1990.
         10(g)          Partnership Agreement for Lennar Land Partners by and
                        between Lennar Land Partners Sub, Inc. and LNR Land Partners
                        Sub, Inc., dated October 24, 1997 -- Incorporated by
                        reference to Annual Report on Form 10-K for the year ended
                        November 30, 1997. Lennar Land Partners Sub II, Inc. and LNR
                        Land Partners Sub II, Inc. entered into an identical
                        Partnership Agreement for Lennar Land Partners II on June
                        28, 1999.
         10(h)          Separation and Distribution Agreement, dated June 10, 1997,
                        between Lennar Corporation and LNR Property
                        Corporation -- Incorporated by reference to Registration
                        Statement No. 333-35671.
         10(i)          Credit Agreement, dated October 31, 1997, by and among
                        Lennar Land Partners and the Lenders named therein and a
                        Guaranty Agreement of Lennar Corporation, dated October 31,
                        1997 -- Incorporated by reference to Annual Report on Form
                        10-K for the year ended November 30, 1997. Lennar Land
                        Partners II was added as a borrower to this agreement
                        effective July 1, 1999.
         10(j)          Revolving Credit Agreement (Facilities A and B), dated
                        October 31, 1997, among Lennar Corporation and Certain
                        Subsidiaries and the First National Bank of Chicago, as
                        agent -- Incorporated by reference to Annual Report on Form
                        10-K for the year ended November 30, 1997.
         10(k)          First Amendment to Revolving Credit Agreement (Facilities A
                        and B) dated January 20, 1998, among Lennar Corporation and
                        Certain Subsidiaries and the First National Bank of Chicago,
                        as agent -- Incorporated by reference to Annual Report on
                        Form 10-K for the year ended November 30, 1997.
         10(l)          Equity Draw-Down Agreement, dated March 25, 1998, between
                        Lennar Corporation and HSBC James Capel Canada,
                        Inc. -- Incorporated by reference to Annual Report on Form
                        10-K for the year ended November 30, 1998.
         10(m)          Voting Agreement, dated June 10, 1997, between Lennar
                        Corporation, Warburg, Pincus Investors, L.P. and Pacific
                        Greystone Corporation -- Incorporated by reference to Form
                        8-K dated June 10, 1997, file number 1-11749.
         10(n)          Plan and Agreement of Merger, dated as of February 16, 2000,
                        between Lennar Corporation, U.S. Home Corporation and Len
                        Acquisition Corporation -- Incorporated by reference to Form
                        8-K dated February 23, 2000, file number 1-11749.
         10(o)          Voting Agreement, dated as of February 16, 2000, among LMM
                        Family Partnership, L.P., Leonard Miller, Stuart Miller and
                        U.S. Home Corporation -- Incorporated by reference to Form
                        8-K dated February 23, 2000, file number 1-11749.
         10(p)          Employment Agreement, dated as of February 16, 2000, between
                        Robert J. Strudler and Lennar Corporation. Incorporated by
                        reference to Form S-4 Filed March 21, 2000.
         10(q)          Employment Agreement, dated as of February 16, 2000, between
                        Isaac Heimbinder and Lennar Corporation. Incorporated by
                        reference to Form S-4 Filed March 21, 2000.
         10(r)          Commitment Letter dated March 10, 2000 by and among Bank
                        One, N.A., Bank One Capital Markets, Inc., Bankers Trust
                        Company, Deutsche Bank Securities, Inc. and Lennar
                        Corporation. Incorporated by reference to Form S-4 Filed
                        March 21, 2000.
         10(s)          Commitment Letter dated March 15, 2000 by and among Bankers
                        Trust Corporation, First Chicago Capital Corporation and
                        Lennar Corporation. Incorporated by reference to Form S-4
                        Filed March 21, 2000.
       21.1             List of subsidiaries. Incorporated by reference to the
                        Annual Report on Form 10-K for the year ended November 30,
                        1999.
       23.2             Consent of Clifford Chance Rogers & Wells LLP (contained in
                        Exhibit 5.1)
       23.3             Consent of Arthur Andersen LLP (relating to financial
                        statements of U.S. Home)*.
       23.4             Consent of Deloitte & Touche LLP (relating to financial
                        statements of Lennar)*.
       99.5             Form of Letter of Transmittal.*
</TABLE>

                                      II-2
<PAGE>   71
<TABLE>
<C>                     <S>
       99.6             Form of Notice of Guaranteed Delivery.*
       99.7             Form of Exchange Agent Agreement.*
</TABLE>

---------------
* Filed herewith.

(b) Financial Statement Schedule:

     Independent Auditors' Report on Schedule:

          Schedule II -- Valuation and Qualifying Accounts for the years ended
     November 30, 1999, 1998 and 1997 of Lennar Corporation -- Incorporated by
     reference to Annual Report on Form 10-K for the year ended November 30,
     1999.

ITEM 22.  UNDERTAKING.

     (a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

     (b) The undersigned registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

     (c) The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

     (d) The undersigned registrants hereby undertake:

          (i) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement;

          (ii) To include any prospectus required by section 10(a)(3) of the
     Securities Act of 1933;

          (iii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective registration statement;

          (iv) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement.

                                      II-3
<PAGE>   72

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the undersigned
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Miami,
Florida, on July   , 2000.

                                          LENNAR CORPORATION

                                          By: /s/ STUART A. MILLER
                                            ------------------------------------
                                          Name: Stuart A. Miller
                                          Title:  President, Chief Executive
                                                  Officer and Director

     The following direct and indirect subsidiaries of registrant may guarantee
the debt securities and are co-registrants under this registration statement.

<TABLE>
<CAPTION>
                   NAME OF CO-REGISTRANT
                   ---------------------
<S>                                                           <C>
BCDC Corp.
Boca Greens, Inc.
Boca Isles Club, Inc.
Boca Isles South Club, Inc.
Bramalea California, Inc.
Bramalea California Properties, Inc.
Bramalea California Realty, Inc.
Clodine-Bellaire LP, Inc.
Club Pembroke Isles, Inc.
DCA at Banyan Tree, Inc.
DCA at North Lauderdale, Inc.
DCA at Pembroke Pointe, Inc.
DCA at Wiggins Bay, Inc.
DCA General Contractors, Inc.
DCA Homes of Central Florida, Inc.
DCA NJ Realty, Inc.
DCA of Broward County, Inc.
DCA of Hialeah, Inc.
DCA of Lake Worth, Inc.
DCA of New Jersey, Inc.
Devco Land Corp.
Dyeing & Finishing, Inc.
First Atlantic Building Corp.
Greystone Construction, Inc.
Greystone Homes, Inc.
Greystone Homes of Nevada, Inc.
**Greystone Nevada, LLC
Harris County LP, Inc.
Hillside, Inc.
Inactive Corporations, Inc.
Kings Isle Recreation Corp.
Kings Ridge Golf Corporation
Kings Ridge Recreation Corporation
Kings Wood Development Corporation
Lennar Acquisition Corp. II
Lennar.Com, Inc.
Lennar Communities, Inc.
Lennar Communities Development, Inc.
</TABLE>

                                      II-4
<PAGE>   73

<TABLE>
<CAPTION>
                   NAME OF CO-REGISTRANT
                   ---------------------
<S>                                                           <C>
Lennar Construction, Inc.
Lennar Financial Services, Inc.
Lennar Homes, Inc.
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 La Paz Limited, Inc.
Lennar La Paz, Inc.
Lennar Land Partners Sub, Inc.
Lennar Land Partners Sub II, Inc.
Lennar Management, Inc.
Lennar Nevada, Inc.
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 Oceanside, LLC
**Lennar Pacific, Inc.
**Lennar Pacific, L.P.
**Lennar Pacific Properties, Inc.
Lennar Realty, Inc.
Lennar Renaissance, Inc.
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 Title Services, Inc.
Long Point Development Corporation
Lucerne Greens, Inc.
Lucerne Merged Condominiums, Inc.
M.A.P. Builders, Inc.
M.A.P. Vineyards Of Plantation, Inc.
Marlborough Development Corporation
Midland Housing Industries Corp.
Midland Investment Corporation
Mission Viejo Holdings, Inc.
Mission Viejo 12S Venture, LP
Monterey Village Development Corp.
Quality Roof Truss Company
**Rancho Summit, LLC
Regency Title Company
Riviera Land Corp.
Savell Gulley Development Corporation
Silver Lakes-Gateway Clubhouse, Inc.
SLTC, Inc.
Strategic Holdings, Inc.
Strategic Technologies, Inc.
Strategic Technologies Communications of California, Inc.
Superior Realty & Marketing, Inc.
</TABLE>

                                      II-5
<PAGE>   74

<TABLE>
<CAPTION>
                   NAME OF CO-REGISTRANT
                   ---------------------
<S>                                                           <C>
Universal Title Insurors, Inc.
U.S. Home Corporation (F/K/A Len Acquisition Corporation)
W. B. Homes, Inc.
Westchase, Inc.
Brush Masters, Inc.
Canterbury Corporation
Countryplace Golf Course, Inc.
E.M.J.V. Corp.
Homecraft Corporation
Imperial Homes Corporation
Lundgren Bros. Construction, Inc.
Mid-County Utilities, Inc.
Oceanpointe Development Corporation
Orrin Thompson Construction Company
Orrin Thompson Homes Corp.
Paparone Construction Co.
Prarie Lake Corporation
Rivenhome Corporation
Rutenberg Homes, Inc. (FL)
Rutenberg Homes, Inc. (TX)
Stoney Corporation
Summerway Investment Corp.
U.S. Home of Arizona Construction Co.
U.S. Home of Colorado Real Estate, Inc.
U.S. Home Realty Corporation
U.S. Home Realty, Inc. (MD)
U.S. Home Realty, Inc. (TX)
U.S.H. Corporation of New York
U.S.H. Los Prados, Inc.
USH Acquisition Corp.
USH Equity Corporation
USH Holding, Inc.
USH Millennium Ventures Corp.
USH/MJR, Inc.
USH (West Lake), Inc.
USH Woodbridge, Inc.
Weststone Corporation
</TABLE>

                                          as Guarantors

                                          By: /s/ DAVID B. MCCAIN
                                            ------------------------------------
                                          Name: David B. McCain
                                          Title:  Vice President
---------------
 * Executed by Lennar Texas Holding Company, as General Partner.

** Executed by Authorized Agent.

                                      II-6
<PAGE>   75

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stuart A. Miller, Bruce Gross and Diane J.
Bessette his or her true and lawful attorney-in-fact and agent, with full powers
of substitution to sign for him and her and in his or her name any or all
amendments (including post-effective amendments) to the registration statement
to which this power of attorney is attached and to file those amendments and all
exhibits to them and other documents to be filed in connection with them with
the Securities and Exchange Commission.

     Pursuant to the requirement of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

ON BEHALF OF LENNAR CORPORATION:

<TABLE>
<CAPTION>
              SIGNATURE                                   TITLE(S)                          DATE
              ---------                                   --------                          ----
<S>                                    <C>                                              <C>

/s/ STUART A. MILLER                   Chief Executive Officer, President, and          July 11, 2000
------------------------------------     Director
Stuart A. Miller                         (Principal Executive Officer)

/s/ BRUCE GROSS                        Vice President and Chief Financial Officer       July 11, 2000
------------------------------------     (Principal Financial Officer)
Bruce Gross

/s/ DIANE J. BESSETTE                  Vice President and Controller                    July 11, 2000
------------------------------------     (Principal Accounting Officer)
Diane J. Bessette

/s/ LEONARD MILLER                     Chairman of the Board of Directors               July 11, 2000
------------------------------------
Leonard Miller

/s/ IRVING BOLOTIN                     Director                                         July 11, 2000
------------------------------------
Irving Bolotin

/s/ STEVEN L. GERARD                   Director                                         July 11, 2000
------------------------------------
Steven L. Gerard

/s/ JONATHAN M. JAFFE                  Director                                         July 11, 2000
------------------------------------
Jonathan M. Jaffe

/s/ R. KIRK LANDON                     Director                                         July 11, 2000
------------------------------------
R. Kirk Landon

/s/ SIDNEY LAPIDUS                     Director                                         July 11, 2000
------------------------------------
Sidney Lapidus

/s/ REUBEN S. LEIBOWITZ                Director                                         July 11, 2000
------------------------------------
Reuben S. Leibowitz

/s/ HERVE RIPAULT                      Director                                         July 11, 2000
------------------------------------
Herve Ripault

/s/ ARNOLD P. ROSEN                    Director                                         July 11, 2000
------------------------------------
Arnold P. Rosen

/s/ STEVEN J. SAIONTZ                  Director                                         July 11, 2000
------------------------------------
Steven J. Saiontz

/s/ ROBERT J. STRUDLER                 Vice-Chairman of the Board of Directors          July 11, 2000
------------------------------------
Robert J. Strudler
</TABLE>

                                      II-7
<PAGE>   76

ON BEHALF OF THE FOLLOWING LISTED CO-REGISTRANTS:

<TABLE>
<CAPTION>
                   NAME OF CO-REGISTRANT
                   ---------------------
<S>                                                           <C>
BCDC Corp.
Boca Greens, Inc.
Boca Isles Club, Inc.
Boca Isles South Club, Inc.
Bramalea California, Inc.
Bramalea California Properties, Inc.
Bramalea California Realty, Inc.
Clodine-Bellaire LP, Inc.
Club Pembroke Isles, Inc.
DCA at Banyan Tree, Inc.
DCA at North Lauderdale, Inc.
DCA at Pembroke Pointe, Inc.
DCA at Wiggins Bay, Inc.
DCA General Contractors, Inc.
DCA Homes of Central Florida, Inc.
DCA NJ Realty, Inc.
DCA of Broward County, Inc.
DCA of Hialeah, Inc.
DCA of Lake Worth, Inc.
DCA of New Jersey, Inc.
Devco Land Corp.
Dyeing & Finishing, Inc.
First Atlantic Building Corp.
Harris County LP, Inc.
Hillside, Inc.
Inactive Corporations, Inc.
Kings Isle Recreation Corp.
Kings Ridge Golf Corporation
Kings Ridge Recreation Corporation
Kings Wood Development Corporation
Lennar Acquisition Corp. II
Lennar Communities, Inc.
Lennar Communities Development, Inc.
Lennar Construction, Inc.
Lennar Homes, Inc.
Lennar Homes of Arizona, Inc.
Lennar Homes of California, Inc.
Lennar La Paz Limited, Inc.
Lennar La Paz, Inc.
Lennar Land Partners Sub, Inc.
Lennar Land Partners Sub II, Inc.
Lennar Management, Inc.
Lennar Nevada, Inc.
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 Realty, Inc.
Lennar Renaissance, Inc.
Lennar Sacramento, Inc.
Lennar San Jose Holdings, Inc.
Lennar Southland I, Inc.
</TABLE>

                                      II-8
<PAGE>   77

<TABLE>
<CAPTION>
                   NAME OF CO-REGISTRANT
                   ---------------------
<S>                                                           <C>
Lennar Southland II, Inc.
Lennar Southland III, Inc.
Lennar Southwest Holding Corp.
Lennar Texas Holding Company
Lennar.Com, Inc.
Long Point Development Corporation
Lucerne Greens, Inc.
Lucerne Merged Condominiums, Inc.
M.A.P. Builders, Inc.
M.A.P. Vineyards of Plantation, Inc.
Marlborough Development Corporation
Midland Housing Industries Corp.
Midland Investment Corporation
Mission Viejo Holdings, Inc.
Monterey Village Development Corp.
Quality Roof Truss Company
Riviera Land Corp.
Savell Gulley Development Corporation
Silver Lakes-Gateway Clubhouse, Inc.
Strategic Holdings, Inc.
Strategic Technologies Communications of California, Inc.
Strategic Technologies, Inc.
Superior Realty & Marketing, Inc.
W. B. Homes, Inc.
Westchase, Inc.
</TABLE>

<TABLE>
<CAPTION>
              SIGNATURE                                  TITLE(S)                          DATE
              ---------                                  --------                          ----
<S>                                    <C>                                           <C>

/s/ STUART A. MILLER                   Chief Executive Officer, President and        July 11, 2000
------------------------------------     Director
Stuart A. Miller                         (Principal Executive Officer)

/s/ BRUCE GROSS                        Chief Financial Officer, and Director         July 11, 2000
------------------------------------     (Principal Financial Officer)
Bruce Gross

/s/ DIANE J. BESSETTE                  Controller and Director                       July 11, 2000
------------------------------------     (Principal Accounting Officer)
Diane J. Bessette

/s/ LEONARD MILLER                     Director                                      July 11, 2000
------------------------------------
Leonard Miller

/s/ ALLAN J. PEKOR                     Director                                      July 11, 2000
------------------------------------
Allan J. Pekor
</TABLE>

ON BEHALF OF THE FOLLOWING LISTED CO-REGISTRANTS:

<TABLE>
<CAPTION>
NAME OF CO-REGISTRANT
---------------------
<S>                                                           <C>
Brush Masters, Inc. (26) (29) (30) (53)
Canterbury Corporation (12) (15) (53) (54) (58)
Countryplace Golf Course, Inc. (53) (57) (58)
E.M.J.V. Corp. (10) (21) (38) (53) (58)
Greystone Construction, Inc. (6) (22.1) (45)
Greystone Homes of Nevada, Inc. (5) (16) (19)
Greystone Homes, Inc. (6.1) (16) (18.1) (22)
Homecraft Corporation (54) (59)
Imperial Homes Corporation (13) (53) (59)
Lennar Financial Services, Inc. (24) (36) (42) (48)
Lennar Pacific Properties, Inc. (5) (16) (19) (46)
Lennar Pacific, Inc. (5) (16) (19) (46)
</TABLE>

                                      II-9
<PAGE>   78

<TABLE>
<CAPTION>
NAME OF CO-REGISTRANT
---------------------
<S>                                                           <C>
Lennar Sales Corp. (5) (16) (22) (46)
Lennar Title Services, Inc. (24) (36) (43) (47)
Lundgren Bros. Construction, Inc. (30) (40) (44) (63)
Mid-County Utilities, Inc. (1) (11) (31)
Oceanpointe Development Corporation (7) (38) (58)
Orrin Thompson Construction Company (59)
Orrin Thompson Homes Corp. (59)
Paparone Construction Co. (13) (59)
Prairie Lake Corporation (12) (38) (53) (58)
Regency Title Company (24) (36) (43) (48) (68)
Rivenhome Corporation (9) (38) (53) (54) (58)
Rutenberg Homes, Inc. (FL) (9) (13) (53) (58)
Rutenberg Homes, Inc. (TX) (39) (53) (59)
SLTC, Inc. (25) (34) (35) (43) (48) (62)
Stoney Corporation (2) (15) (58)
Summerway Investment Corp. (38) (53) (58) (66)
U.S. Home Corporation (f/k/a Len Acquisition Corporation)
  (18) (43) (55) (61)
U.S. Home of Arizona Construction Co. (4) (41) (58)
U.S. Home of Colorado Real Estate, Inc. (17) (58) (67)
U.S. Home Realty Corporation (10) (27) (38) (58)
U.S. Home Realty, Inc. (MD) (3) (32) (38) (53) (58)
U.S. Home Realty, Inc. (TX) (13) (59)
U.S.H. Corporation of New York (10) (59)
U.S.H. Los Prados, Inc. (20) (38) (53) (56) (58)
Universal Title Insurors, Inc. (24) (33) (36) (37) (43) (48)
USH (West Lake), Inc. (38) (49) (53) (58) (60)
USH Acquisition Corp. (26) (53) (64)
USH Equity Corporation (38) (53) (59)
USH Holding, Inc. (38) (53) (54) (59)
USH Millennium Ventures Corp. (23) (58) (65)
USH Woodbridge, Inc. (8) (14) (28) (38) (53) (58)
USH/MJR, Inc. (50) (54) (58)
Weststone Corporation (2) (15) (58)
</TABLE>

<TABLE>
<CAPTION>
              SIGNATURE                                  TITLE(S)                          DATE
              ---------                                  --------                          ----
<S>                                    <C>                                           <C>

/s/ PHILIP F. BARBER                   (1) Chief Executive Officer                   July 11, 2000
------------------------------------   (Principal Executive Officer) and Director
Philip F. Barber

/s/ WALTER BEEMAN                      (2) Chief Executive Officer (Principal        July 11, 2000
------------------------------------   Executive Officer)
Walter Beeman

/s/ JERROLD H. BERMAN                  (3) Chief Executive Officer (Principal        July 11, 2000
------------------------------------   Executive Officer)
Jerrold H. Berman

/s/ STEVEN L. CRADDOCK                 (4) Chief Executive Officer (Principal        July 11, 2000
------------------------------------   Executive Officer)
Steven L. Craddock

/s/ MARC CHASMAN                       (5) Director and Treasurer (Principal         July 11, 2000
------------------------------------   Financial Officer)
Marc Chasman                           (6) Director
                                       (6.1) Director and Controller (Principal
                                       Accounting Officer)

/s/ SAM B. CRIMALDI                    (7) Chief Executive Officer (Principal        July 11, 2000
------------------------------------   Executive Officer)
Sam B. Crimaldi

/s/ AL CROOM                           (8) Chief Financial Officer (Principal        July 11, 2000
------------------------------------   Financial Officer)
Al Croom
</TABLE>

                                      II-10
<PAGE>   79

<TABLE>
<CAPTION>
              SIGNATURE                                  TITLE(S)                          DATE
              ---------                                  --------                          ----
<S>                                    <C>                                           <C>

/s/ JAMES E. CURRY                     (9) Chief Executive Officer (Principal        July 11, 2000
------------------------------------   Executive Officer)
James E. Curry

/s/ BILL DASKAROLIS                    (10) Chief Financial Officer (Principal       July 11, 2000
------------------------------------   Financial Officer)
Bill Daskarolis

/s/ RORY DICKENS                       (11) Director                                 July 11, 2000
------------------------------------
Rory Dickens

/s/ FRANCIS J. DOLAN                   (12) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer)
Francis J. Dolan

/s/ GARY L. FRUEH                      (13) Chief Financial Officer (Principal       July 11, 2000
------------------------------------   Financial Officer)
Gary L. Frueh                          (14) Director

/s/ EDWARD R. GANGWISCH                (15) Chief Financial Officer (Principal       July 11, 2000
------------------------------------   Financial Officer)
Edward R. Gangwisch

/s/ ROBERT W. GARCIN                   (16) Director                                 July 11, 2000
------------------------------------
Robert W. Garcin

/s/ LARRY GEIGER                       (17) Chief Financial Officer (Principal       July 11, 2000
------------------------------------   Financial Officer)
Larry Geiger

/s/ BRUCE GROSS                        (18) Chief Financial Officer (Principal       July 11, 2000
------------------------------------   Financial Officer) and Director
Bruce Gross                            (18.1) Chief Financial Officer (Principal
                                       Financial Officer)

/s/ EMILE HADDAD                       (19) President and Director                   July 11, 2000
------------------------------------   (Principal Executive Officer)
Emile Haddad

/s/ CHRISTINA HART                     (20) Chief Financial Officer (Principal       July 11, 2000
------------------------------------   Financial Officer)
Christina Hart

/s/ ANDREW G. IRICK, II                (21) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer)
Andrew G. Irick, II

/s/ JONATHAN M. JAFFE                  (22) President and Director                   July 11, 2000
------------------------------------   (Principal Executive Officer)
Jonathan M. Jaffe                      (22.1) President (Principal Executive
                                       Officer)

/s/ CRAIG M. JOHNSON                   (23) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer)
Craig M. Johnson

/s/ NANCY KAMINSKY                     (24) Chief Financial Officer and Director     July 11, 2000
------------------------------------   (Principal Financial Officer)
Nancy Kaminsky                         (25) Director

/s/ STEVEN E. LANE                     (26) Director                                 July 11, 2000
------------------------------------
Steven E. Lane

/s/ GENE E. LANTON                     (27) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer) and Director
Gene E. Lanton

/s/ CHARLES LINDSAY                    (28) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer)
Charles Lindsay

/s/ PAUL W. LUEDEMANN                  (29) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer)
Paul W. Luedemann

/s/ ALLAN D. LUNDGREN                  (30) Chief Financial Officer (Principal       July 11, 2000
------------------------------------   Financial Officer)
Allan D. Lundgren
</TABLE>

                                      II-11
<PAGE>   80

<TABLE>
<CAPTION>
              SIGNATURE                                  TITLE(S)                          DATE
              ---------                                  --------                          ----
<S>                                    <C>                                           <C>

/s/ DAVID MARKHAM                      (31) Chief Financial Officer (Principal       July 11, 2000
------------------------------------   Financial Officer) and Director
David Markham                          (32) Chief Financial Officer (Principal
                                       Financial Officer)

/s/ BEVERLY MCREYNOLDS                 (33) President and Director                   July 11, 2000
------------------------------------   (Principal Executive Officer)
Beverly McReynolds

/s/ N.S. MOIZE                         (34) Director                                 July 11, 2000
------------------------------------
N.S. Moize

/s/ WILLIAM G. MOIZE                   (35) President and Director                   July 11, 2000
------------------------------------   (Principal Executive Officer)
William G. Moize

/s/ DEBRA MODIST                       (36) Controller                               July 11, 2000
------------------------------------   (Principal Accounting Officer)
Debra Modist

/s/ JANICE MUNOZ                       (37) Director                                 July 11, 2000
------------------------------------
Janice Munoz

/s/ THOMAS A. NAPOLI                   (38) Director                                 July 11, 2000
------------------------------------   (39) Chief Financial Officer (Principal
Thomas A. Napoli                       Financial Officer)

/s/ JAMES R. NEILSON                   (40) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer) and Director
James R. Neilson

/s/ MICHAEL O'CONNER                   (41) Chief Financial Officer (Principal       July 11, 2000
------------------------------------   Financial Officer)
Michael O'Conner

/s/ ALLAN J. PEKOR                     (42) President and Director (Principal        July 11, 2000
------------------------------------   Executive Officer)
Allan J. Pekor                         (43) Director

/s/ PETER PFLAUM                       (44) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer) and Director
Peter Pflaum

/s/ ALLAN QUAN                         (45) Treasurer and Controller (Principal      July 11, 2000
------------------------------------   Financial Officer and Principal Accounting
Allan Quan                             Officer)
                                       (46) Controller (Principal Accounting
                                       Officer)

/s/ LINDA REED                         (47) President and Director                   July 11, 2000
------------------------------------   (Principal Executive Officer)
Linda Reed                             (48) Director

/s/ PAUL REMPE                         (49) Chief Financial Officer (Principal       July 11, 2000
------------------------------------   Financial Officer)
Paul Rempe

/s/ MICHAEL T. RICHARDSON              (50) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer)
Michael T. Richardson

INTENTIONALLY BLANK                    (51) Reserved
                                       (52) Reserved

/s/ CHESTER P. SADOWSKI                (53) Director;                                July 11, 2000
------------------------------------   (54) Chief Financial Officer (Principal
Chester P. Sadowski                    Financial Officer)
                                       (55) Controller (Principal Accounting
                                       Officer)

/s/ MIKE DE SILVA                      (56) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer)
Mike De Silva
</TABLE>

                                      II-12
<PAGE>   81

<TABLE>
<CAPTION>
              SIGNATURE                                  TITLE(S)                          DATE
              ---------                                  --------                          ----
<S>                                    <C>                                           <C>

/s/ PAUL SIMS                          (57) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer)
Paul Sims

/s/ RICHARD G. SLAUGHTER               (58) Director                                 July 11, 2000
------------------------------------   (59) Chief Executive Officer (Principal
Richard G. Slaughter                   Executive Officer) and Director

/s/ GREGORY A. SNYDER                  (60) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer)
Gregory A. Snyder

/s/ ROBERT J. STRUDLER                 (61) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer) and Director
Robert J. Strudler

/s/ E. BLAKE UTLEY                     (62) Chief Financial Officer and Controller   July 11, 2000
------------------------------------   (Principal Financial Officer and Principal
E. Blake Utley                         Accounting Officer)

/s/ PHILIP J. WALSH, III               (63) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer)
Philip J. Walsh, III                   (64) Chief Executive Officer (Principal
                                       Executive Officer) and Director

/s/ CHARLES WEBBER, JR.                (65) Chief Financial Officer (Principal       July 11, 2000
------------------------------------   Financial Officer)
Charles Webber, Jr.                    (66) Chief Executive Officer (Principal
                                       Executive Officer) and Chief Financial
                                       Officer (Principal Financial Officer)

/s/ JEFFREY H. WHITON                  (67) Chief Executive Officer (Principal       July 11, 2000
------------------------------------   Executive Officer)
Jeffrey H. Whiton

/s/ ANN JOHNSON                        (68) President (Principal Executive Officer)  July 11, 2000
------------------------------------
Ann Johnson
</TABLE>

ON BEHALF OF THE FOLLOWING LIMITED PARTNERSHIP CO-REGISTRANTS:

<TABLE>
<CAPTION>
NAME OF CO-REGISTRANT                                GENERAL PARTNER OF CO-REGISTRANT
---------------------                                --------------------------------
<S>                                                  <C>
Lennar Homes of Texas Land and Construction,         Lennar Texas Holding Company (General Partner)
  Ltd.
Lennar Homes of Texas Sales and Marketing,           Lennar Texas Holding Company (General Partner)
  Ltd.
Lennar Pacific, L.P.                                 Greystone Homes, Inc. (General Partner)
Mission Viejo 12S Venture, LP                        Mission Viejo Holdings, Inc. (General Partner)
</TABLE>

<TABLE>
<CAPTION>
              SIGNATURE                                  TITLE(S)                          DATE
              ---------                                  --------                          ----
<S>                                    <C>                                           <C>

/s/ DIANE J. BESSETTE                  Director of each of: Lennar Texas Holding     July 11, 2000
------------------------------------   Company and Mission Viejo Holdings, Inc.
Diane J. Bessette

/s/ MARC CHASMAN                       Director of Greystone Homes, Inc.             July 11, 2000
------------------------------------
Marc Chasman

/s/ ROBERT W. GARCIN                   Director of Greystone Homes, Inc.             July 11, 2000
------------------------------------
Robert W. Garcin

/s/ BRUCE GROSS                        Director of each of: Lennar Texas Holding     July 11, 2000
------------------------------------   Company and Mission Viejo Holdings, Inc.
Bruce Gross

/s/ JONATHAN M. JAFFE                  Director of Greystone Homes, Inc.             July 11, 2000
------------------------------------
Jonathan M. Jaffe
</TABLE>

                                      II-13
<PAGE>   82

<TABLE>
<CAPTION>
              SIGNATURE                                  TITLE(S)                          DATE
              ---------                                  --------                          ----
<S>                                    <C>                                           <C>

/s/ LEONARD MILLER                     Director of each of: Lennar Texas Holding     July 11, 2000
------------------------------------   Company and Mission Viejo Holdings, Inc.
Leonard Miller

/s/ STUART A. MILLER                   Director of each of: Lennar Texas Holding     July 11, 2000
------------------------------------   Company and Mission Viejo Holdings, Inc.
Stuart A. Miller

/s/ ALLAN J. PEKOR                     Director of each of: Lennar Texas Holding     July 11, 2000
------------------------------------   Company and Mission Viejo Holdings, Inc.
Allan J. Pekor

/s/ ALLAN QUAN                         Director of Greystone Homes, Inc.             July 11, 2000
------------------------------------
Allan Quan
</TABLE>

                                      II-14
<PAGE>   83

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------
<C>        <S>
    1.1    Purchase Agreement, dated April 28, 2000, by and among
           Lennar Corporation (the "Company"), Deutsche Bank Securities
           Inc. and Banc One Capital Markets, Inc., Banc of America
           Securities LLC, Credit Lyonnais Securities USA Inc., and
           Wachovia Securities, Inc. (the "Initial Purchasers").
    4.1    Indenture, dated as of May 3, 2000, by and among the Company
           and Bank One Trust Company, N.A. (the "Trustee"), including
           Form of 9.95% Series A Senior Notes due 2010 and Form of
           9.95% Series B Senior Notes due 2010.
    4.2    Registration Rights Agreement, dated as of May 3, 2000, by
           and among the Company and the Initial Purchasers.
    5.1    Opinion of Clifford Chance Rogers & Wells LLP.
   23.2    Consent of Clifford Chance Rogers & Wells LLP (contained in
           Exhibit 5.1).
   23.3    Consent of Arthur Andersen LLP (relating to financial
           statements of U.S. Home).
   23.4    Consent of Deloitte & Touche LLP (relating to financial
           statements of Lennar).
   99.5    Form of Letter of Transmittal.
   99.6    Form of Notice of Guaranteed Delivery.
   99.7    Form of Exchange Agent Agreement.
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>ex1-1.txt
<DESCRIPTION>PURCHASE AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 1.1

                                                                 EXECUTION COPY

                               LENNAR CORPORATION

                                  $325,000,000

                          9.95% SENIOR NOTES DUE 2010

                               PURCHASE AGREEMENT

                                                                 April 28, 2000

DEUTSCHE BANK SECURITIES INC.
BANC ONE CAPITAL MARKETS, INC.
BANC OF AMERICA SECURITIES LLC
CREDIT LYONNAIS SECURITIES USA INC.
WACHOVIA SECURITIES, INC.
c/o Deutsche Bank Securities Inc.
  130 Liberty Street
  New York, New York 10006

Ladies and Gentlemen:

         Lennar Corporation., a Delaware corporation ("Lennar"), hereby
confirms its agreement with Deutsche Bank Securities Inc., Banc One Capital
Markets, Inc., Banc of America Securities LLC, Credit Lyonnais Securities USA
Inc. and Wachovia Securities, Inc. (the "Initial Purchasers"), as set forth
below.

         1.       The Securities. Lennar proposes to issue and sell to the
Initial Purchasers $325,000,000 aggregate principal amount of its 9.95% Senior
Notes due 2010 (the "Notes").

         The Notes will be unconditionally guaranteed (collectively, the
"Guarantees") jointly and severally, by each of the entities listed on Schedule
1 hereto (the "Guarantors"). Each of the Guarantors is, or upon consummation of
the Merger (as defined below) will become, a direct or indirect subsidiary of
Lennar. Lennar and the Guarantors are collectively referred to herein as the
"Companies." The Notes and the Guarantees are collectively referred to herein
as the "Securities."

         The Notes are to be issued under an indenture (the "Indenture"), to be
dated as of May 3, 2000, by and among Lennar, the Guarantors and Bank One Trust
Company, NA, as trustee (the "Trustee").

         The Securities will be offered and sold to the Initial Purchasers
without being registered under the United States Securities Act of 1933, as
amended (the "Act"), in reliance on exemptions therefrom.

<PAGE>   2

         In connection with the sale of the Securities, Lennar and the
Guarantors have prepared a preliminary offering memorandum, dated April 17,
2000 (the "Preliminary Memorandum"), and a final offering memorandum, dated
April 28, 2000 (the "Final Memorandum"; the Preliminary Memorandum and the
Final Memorandum each herein being referred to as a "Memorandum").

         Lennar understands that the Initial Purchasers propose to make an
offering of the Securities on the terms and in the manner set forth in the
Final Memorandum and Section 8 hereof as soon as the Initial Purchasers deem
advisable after this agreement has been executed and delivered, to persons in
the United States whom the Initial Purchasers reasonably believe to be
qualified institutional buyers ("Qualified Institutional Buyers" or "QIBs") as
defined in Rule 144A under the Act, as such rule may be amended from time to
time ("Rule 144A"), and outside the United States to certain persons in
reliance on Regulation S under the Act ("Regulation S").

         The Initial Purchasers and their direct and indirect transferees of
the Securities will be entitled to the benefits of the Registration Rights
Agreement (the "Registration Rights Agreement"), substantially in the form
attached hereto as Exhibit A, pursuant to which Lennar and the Guarantors will
agree, among other things, to file a registration statement (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission")
registering the Securities or the Exchange Notes (as defined in the
Registration Rights Agreement) under the Act.

         The Notes are being issued in connection with the acquisition by
Lennar of U.S. Home Corporation, a Delaware corporation ("U.S. Home"), pursuant
to an Agreement and Plan of Merger, dated February 16, 2000 (as amended through
the date of this Agreement, the "Merger Agreement"), among U.S. Home, Lennar
and Len Acquisition Corporation, a Delaware corporation and a wholly owned
subsidiary of Lennar ("Len Acquisition"). The acquisition will be effected by a
merger (the "Merger") of U.S. Home with and into Len Acquisition, with Len
Acquisition surviving the Merger.

         In connection with the Merger, Len Acquisition is offering to purchase
(the "Debt Tender Offer") approximately $525 million of publicly held U.S. Home
debt securities (the "U.S. Home Notes") and soliciting consents (the "Consent
Solicitation") to waivers of and amendments to certain provisions of the
indentures pursuant to which the U.S. Home Notes were issued. The Debt Tender
Offer and Consent Solicitation are being made pursuant to an Offer to Purchase
and Consent Solicitation Statement, dated March 31, 2000, as amended or
supplemented from time to time, and the Consent and Letter of Transmittal (as
defined in such Statement) (collectively, the "Debt Tender Offer Documents").
In addition, all outstanding borrowings under the existing revolving credit
facilities of Lennar and U.S. Home will be repaid and the commitments
thereunder terminated.

         The cash portion of the Merger consideration, the Debt Tender Offer,
the Consent Solicitation, the repayment of borrowings under existing credit
facilities and the payment of fees and expenses in connection therewith will be
funded with proceeds from (a) the issuance and sale of the Securities and (b)
initial borrowings under a Credit Agreement, to be dated as of May 3,

                                      -2-

<PAGE>   3

2000, (including all agreements that are exhibits thereto, the "Credit
Agreement"), among Lennar, the lenders named therein and Bank One, NA, as
administrative agent, that provides for $1.4 billion of senior secured credit
facilities.

         The Merger, the Debt Tender Offer, the Consent Solicitation, the
repayment of borrowings under existing credit facilities, the initial
borrowings under the credit agreement and the payment of fees and expenses in
connection therewith are referred to herein as the "Transactions." This
Agreement, the Notes, the Guarantees, the Exchange Notes, the Private Exchange
Notes (as defined in the Registration Rights Agreement), the guarantees of the
Exchange Notes and the Private Exchange Notes, the Indenture and the
Registration Rights Agreement are referred to herein as the "Offering
Agreements." The Offering Agreements, the Merger Agreement and the Credit
Agreement are referred to herein as the "Transaction Documents."

         2.       Representations and Warranties. Lennar represents and
warrants to and agrees with each of the Initial Purchasers that:

         (a)      Neither the Preliminary Memorandum nor the Final Memorandum
nor any amendment or supplement thereto as of the date thereof and at all times
subsequent thereto up to the Closing Date (as defined in Section 3 below)
contained or will contain any untrue statement of a material fact or omitted or
omits to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, except
that the representations and warranties set forth in this Section 2(a) do not
apply to statements or omissions made in reliance upon and in conformity with
information relating to any Initial Purchaser furnished to Lennar in writing by
such Initial Purchaser through Deutsche Bank Securities Inc. specifically for
use in the Preliminary Memorandum, the Final Memorandum or any amendment or
supplement thereto.

         (b)      Each of Lennar, the Subsidiaries (as defined below) and the
Land Partnerships (as defined below) is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization and has all
requisite corporate or other power and authority to own its properties and
conduct its business as now conducted and as described in the Final Memorandum;
each of Lennar, the Subsidiaries and the Land Partnerships is duly qualified to
do business and is in good standing in all other jurisdictions where the
ownership or leasing of its properties or the conduct of its business requires
such qualification, except where the failure to be so qualified would not,
individually or in the aggregate, have a material adverse effect on the general
affairs, management, business, condition (financial or otherwise), prospects or
results of operations of Lennar and the Subsidiaries, taken as a whole (any such
event, a "Material Adverse Effect"). The Subsidiaries listed on Schedule 2 are
the only "significant subsidiaries" (as defined in Regulation S-X of the
Commission) of Lennar that are not Guarantors. There will be no "significant
subsidiaries" of Lennar at the Closing Date other than the Designated
Subsidiaries (as defined below), and, at such date, the Subsidiaries other than
the Designated Subsidiaries, if considered in the aggregate as a single
subsidiary, would not constitute a "significant subsidiary" of Lennar. For
purposes of this Agreement, a "Subsidiary" means any entity that is, or will,
after giving effect to the Merger, be, a direct or indirect "subsidiary" of


                                      -3-

<PAGE>   4

Lennar, as such term is defined in Rule 405 under the Act. For purposes of this
Agreement, the following Subsidiaries are "Designated Subsidiaries": Len
Acquisition Corporation, Lennar Homes, Inc., Lennar Homes of Arizona, Inc.,
Lennar Homes of California, Inc., Lennar Homes of Texas Land and Constructions
Ltd., Lennar Homes of Texas Sales and Marketing, Ltd., Lennar Texas Holding
Company, Lennar Management, Inc., Greystone Homes, Inc., Universal American
Mortgage Company, UAMC Asset Corp., Strategic Technologies, Inc. and Lennar
Financial Services, Inc. ("LFS"). All references in this Agreement to matters
being "described in the Final Memorandum" shall include all matters described in
documents that are incorporated by reference in the Final Memorandum.

         (c)      The information set forth under the caption "Capitalization"
in the Final Memorandum is true and correct as of its date. The outstanding
shares of Lennar's Common Stock, par value $0.10 per share ("Common Stock") and
Lennar's Class B Common Stock, par value $.10 per share ("Class B Common
Stock"), have been duly authorized and validly issued and are fully paid and
non-assessable; and no preemptive rights of stockholders exist with respect to
the capital stock or any other securities of the Company or the issue and sale
thereof. The outstanding shares of capital stock of each of the Subsidiaries
have been duly authorized and validly issued, are fully paid and non-assessable
and are owned, or in the case of U.S. Home and its current subsidiaries, will
be owned on the Closing Date, by Lennar or another Subsidiary free and clear of
all liens, encumbrances and equities and claims (except for the pledge of (i)
the shares of certain of the direct and indirect subsidiaries of LFS to the
lenders under LFS's credit agreement and (ii) the shares of other Subsidiaries
to the lenders under the Credit Agreement and for the benefit of the holders of
Lennar's 7-5/8% Senior Notes due 2009 and Lennar's Zero Coupon Senior
Convertible Debentures due 2018 (the "Existing Senior Notes")); and no options,
warrants or other rights to purchase, agreements or other obligations to issue
or other rights to convert any obligations into shares of capital stock or
ownership interests in the Subsidiaries or the Land Partnerships are
outstanding. The Company indirectly owns a 50% interest in each of Lennar Land
Partners, a Florida general partnership, and Lennar Land Partners II, a Florida
general partnership (together, the "Land Partnerships"). Such interests in the
Land Partnerships have been duly authorized and validly issued and are owned by
a Subsidiary indirectly wholly owned by Lennar, free and clear of all liens,
encumbrances and equities and claims.

         (d)      Each Company has all requisite corporate or other
organizational power and authority to execute, deliver and perform its
obligations under each of the Transaction Documents to which it is or will be a
party and to consummate the Transactions and the other transactions
contemplated by such Transaction Documents. Each Company has duly authorized
the execution, delivery and performance of each of the Transaction Documents to
which it is or will be a party and the consummation of the Transactions and the
other transactions contemplated by such Transaction Documents, including the
issuance and sale of the Securities. Each of the Transaction Documents will
conform in all material respects to the description thereof in or incorporated
by reference in the Final Memorandum. This Agreement has been duly executed and
delivered by Lennar.

         (e)      The Notes, when issued, will be in the form contemplated by
the Indenture. The Notes, the Exchange Notes and the Private Exchange Notes,
when executed by

                                      -4-

<PAGE>   5

Lennar and authenticated by the Trustee in accordance with the provisions of
the Indenture and, in the case of the Notes, when delivered to and paid for by
the Initial Purchasers in accordance with the terms of this Agreement or, in
the case of the Exchange Notes or Private Exchange Notes, when issued and
delivered in exchange for Notes in accordance with the Registration Rights
Agreement, will have been duly executed, issued and delivered and will
constitute valid and legally binding obligations of Lennar, entitled to the
benefits of the Indenture, and enforceable against Lennar in accordance with
their terms, except that the enforcement thereof may be subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors rights generally, and
(ii) general principles of equity and the discretion of the court before which
any proceeding therefor may be brought (regardless of whether enforcement is
sought in a proceeding in equity or at law) (together, the "Bankruptcy
Limitations").

         (f)      The Guarantees of the Notes and the guarantees of the
Exchange Notes and the Private Exchange Notes, when issued, will be in the form
contemplated by the Indenture. The Guarantees of the Notes and the guarantees
of the Exchange Notes and the Private Exchange Notes, when executed and
delivered by each of the Guarantors in accordance with the provisions of the
Indenture, will have been duly executed, issued and delivered and will
constitute valid and legally binding obligations of the Guarantors, entitled to
the benefits of the Indenture and enforceable against the Guarantors in
accordance with their terms, except that the enforcement thereof may be subject
to the Bankruptcy Limitations.

         (g)      The Indenture meets the requirements for qualification under
the United States Trust Indenture Act of 1939, as amended (the "TIA"). The
Indenture, when executed and delivered by Lennar and the Guarantors (assuming
the due authorization, execution and delivery by the Trustee), will constitute
a valid and legally binding agreement of Lennar and the Guarantors, enforceable
against each of Lennar and the Guarantors in accordance with its terms, except
that the enforcement thereof may be subject to the Bankruptcy Limitations.

         (h)      The Registration Rights Agreement, when executed and
delivered by Lennar and the Guarantors, will constitute a valid and legally
binding agreement of Lennar and the Guarantors enforceable against Lennar and
each of the Guarantors in accordance with its terms, except that (A) the
enforcement thereof may be subject to the Bankruptcy Limitations and (B) any
rights to indemnity or contribution thereunder may be limited by federal and
state securities laws and public policy considerations.

         (i)      No consent, approval, authorization or order of any court or
governmental agency or body, or third party is required for the issuance and
sale by Lennar and the Guarantors of the Securities to the Initial Purchasers
or the consummation by the Companies of the Transactions or the other
transactions contemplated by the Transaction Documents, except (i) in the case
of performance of the Registration Rights Agreement, the order of the
Commission declaring the Exchange Offer Registration Statement or the Shelf
Registration Statement (each as defined in the Registration Rights Agreement)
effective, (ii) such as may be required under state securities or "Blue Sky"
laws and (iii) such as have been or, as of the Closing Date, will have been,
obtained.

                                      -5-

<PAGE>   6

         (j)      Neither Lennar nor any of the Subsidiaries or the Land
Partnerships is: (i) in violation of any of its charter or formation documents,
(ii) in breach or violation of any statute, judgment, decree, order, rule or
regulation applicable to any of them or any of their respective properties or
assets, except for any such breach or violation which would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect,
or (iii) in breach of or default under (nor has any event occurred which, with
notice or passage of time or both, would constitute a default under) or in
violation of any of the terms or provisions of any indenture, mortgage, deed of
trust, loan agreement, note, lease, license, franchise agreement, permit,
certificate, contract or other agreement or instrument to which any of them is
a party or to which any of them or their respective properties or assets is
subject, including the Transaction Documents (collectively, "Contracts"),
except for any such breach, default, violation or event which would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         (k)      The execution, delivery and performance by the Companies of
the Transaction Documents and the consummation by the Companies of the
Transactions and the other transactions contemplated thereby (including,
without limitation, the issuance and sale of the Securities to the Initial
Purchasers) will not conflict with or constitute or result in a breach of or a
default under (or an event which with notice or passage of time or both would
constitute a default under) or violation of or cause an acceleration of any
obligation under, or result in the imposition or creation of (or the obligation
to create or impose) a lien on any property or assets of Lennar or any
Subsidiary or Land Partnership with respect to: (i) the terms or provisions of
any Contract, except for any such conflict, breach, violation, default or event
which would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, (ii) any charter or formation document of any
Company or Land Partnership, or (iii) (assuming compliance with all applicable
state securities or "Blue Sky" laws) any statute, judgment, decree, order, rule
or regulation applicable to any Company or Land Partnership or any of their
respective properties or assets, except for any such conflict, breach or
violation which would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

         (l)      The historical financial statements included or incorporated
by reference in the Preliminary Memorandum and the Final Memorandum present
fairly the financial position, results of operations and cash flows of the
entities to which they relate at the dates and for the periods to which they
relate and have been prepared in accordance with generally accepted accounting
principles ("GAAP") applied on a consistent basis, except as otherwise stated
therein. The summary and selected historical financial data in the Preliminary
Memorandum and the Final Memorandum present fairly in all material respects the
information shown therein at the dates and for the periods to which they relate
and have been prepared and compiled on a basis consistent with the audited
financial statements included or incorporated by reference therein, except as
otherwise stated therein. Such financial statements and financial data comply
as to form in all material respects with the applicable accounting requirements
of the Act and the rules and regulations thereunder. Each of Deloitte & Touche
LLP and Arthur Andersen LLP (collectively, the "Independent Accountants") is an
independent public accounting firm within the meaning of the Act and the rules
and regulations promulgated thereunder.

                                      -6-

<PAGE>   7

         (m)      The pro forma financial statements (including the notes
thereto) and the other pro forma financial information included in the
Preliminary Memorandum and the Final Memorandum (i) comply as to form in all
material respects with the applicable requirements of Regulation S-X
promulgated under the Exchange Act, (ii) have been prepared in accordance with
the Commission's rules and guidelines with respect to pro forma financial
statements, and (iii) have been properly computed on the bases described
therein. The assumptions used in the preparation of the pro forma financial
data and other pro forma financial information included in the Preliminary
Memorandum and the Final Memorandum are reasonable and the adjustments used
therein are appropriate to give effect to the transactions or circumstances
referred to therein.

         (n)      Except as described in the Final Memorandum there is not
pending or, to the knowledge of Lennar, threatened any action, suit,
proceeding, inquiry or investigation to which Lennar or any Subsidiary or Land
Partnership is a party, or to which any of its property or assets are subject,
before or brought by any court, arbitrator or governmental agency or body
which, if determined adversely to it, would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect or which seeks to
restrain, enjoin, prevent the consummation of or otherwise challenge the
issuance or sale of the Securities to be sold hereunder or the consummation of
any of the Transactions and the other transactions described in the Final
Memorandum.

         (o)      Each of Lennar, the Subsidiaries and the Land Partnerships
owns or possesses adequate licenses or other rights to use all material
patents, trademarks, service marks, trade names, copyrights and know-how
necessary to conduct the businesses now or proposed to be operated by it as
described in the Final Memorandum, and none of such entities has received any
notice of infringement of or conflict with (or knows of any such infringement
of or conflict with) asserted rights of others with respect to any patents,
trademarks, service marks, trade names, copyrights or know-how that, if such
assertion of infringement or conflict were sustained, would, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.

         (p)      Each of Lennar, the Subsidiaries and the Land Partnerships
possesses all licenses, permits, certificates, consents, orders, approvals and
other authorizations from, and has made all declarations and filings with, all
governmental authorities, all self-regulatory organizations and all courts and
other tribunals, presently required or necessary to own or lease, as the case
may be, and to operate its respective properties and to carry on its respective
businesses as now or proposed to be conducted as set forth in the Final
Memorandum ("Permits"), except where the failure to obtain such Permits would
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Each of Lennar, the Subsidiaries and the Land
Partnerships has fulfilled and performed all of its obligations with respect to
such Permits except to the extent as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, and no
event has occurred which allows, or after notice or lapse of time would allow,
revocation or termination thereof or results in any other material impairment
of the rights of the holder of any such Permit, except to the extent as would
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Neither Lennar nor any Subsidiary or Land Partnership
has received any notice

                                      -7-

<PAGE>   8

of any proceeding relating to revocation or modification of any such Permit,
except as described in the Final Memorandum and except where such revocation or
modification would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

         (q)      Since the respective dates as of which information is given
in the Final Memorandum, except as described therein, there has been no
material adverse change or any fact, taken by itself, which could reasonably be
expected to result in a material adverse change, in the general affairs,
management, business, condition (financial or otherwise) or results of
operations of Lennar and the Subsidiaries taken as a whole, whether or not
arising from transactions in the ordinary course of business, or any loss of,
or damage to, properties (whether or not insured) which could reasonably be
expected to affect materially and adversely the general affairs, management,
business, condition (financial or otherwise) or results of operations of Lennar
and the Subsidiaries taken as a whole.

         (r)      Each of Lennar, the Subsidiaries and the Land Partnerships
has filed all necessary tax returns, except where the failure to so file such
returns would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, and has paid all taxes shown as due thereon.
Other than tax deficiencies which Lennar or any Subsidiary or Land Partnership
is contesting in good faith and for which it has provided adequate reserves,
there is no tax deficiency that has been asserted against Lennar or any
Subsidiary or Land Partnership that would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.

         (s)      The statistical and market-related data included in the Final
Memorandum are based on or derived from sources which Lennar reasonably
believes to be reliable and accurate.

         (t)      None of Lennar or the Subsidiaries nor any agent acting on
their behalf has taken or will take any action that might cause this Agreement
or the sale of the Securities to violate Regulation T, U or X of the Board of
Governors of the Federal Reserve System.

         (u)      Each of Lennar, the Subsidiaries and the Land Partnerships
has good and marketable title to all real property and good title to all
personal property described in the Final Memorandum as being owned by it and
good and marketable title to a leasehold estate in the real and personal
property described in the Final Memorandum as being leased by it free and clear
of all liens, charges, encumbrances or restrictions, except as described in the
Final Memorandum or to the extent the failure to have such title or the
existence of such liens, charges, encumbrances or restrictions would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         (v)      There are no legal or governmental proceedings involving or
affecting Lennar or any Subsidiary or Land Partnership or any of their
respective properties or assets which would be required to be described in a
prospectus pursuant to the Act that are not described in the Final Memorandum,
nor are there any material contracts or other documents which would be required
to be described in a prospectus pursuant to the Act that are not described in
the Final Memorandum.

                                      -8-

<PAGE>   9

         (w)      Except as described in the Final Memorandum or as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect (A) each of Lennar, the Subsidiaries and the Land Partnerships
is in compliance with and not subject to liability under applicable
Environmental Laws (as defined below), (B) each of Lennar, the Subsidiaries and
the Land Partnerships has made all filings and provided all notices required
under any applicable Environmental Law, and has and is in compliance with all
Permits required under any applicable Environmental Laws and each of them is in
full force and effect, (C) there is no civil, criminal or administrative
action, suit, demand, claim, hearing, notice of violation, investigation,
proceeding, notice or demand letter or request for information pending or, to
the knowledge of Lennar, threatened against Lennar or any Subsidiary or Land
Partnership under any Environmental Law, (D) no lien, charge, encumbrance or
restriction has been recorded under any Environmental Law with respect to any
assets, facility or property owned, operated, leased or controlled by Lennar or
any Subsidiary or Land Partnership, (E) neither Lennar nor any Subsidiary or
Land Partnership has received notice that it has been identified as a
potentially responsible party under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"), or any
comparable law, (F) no property or facility of Lennar or any Subsidiary or Land
Partnership is (i) listed or proposed for listing on the National Priorities
List under CERCLA or (ii) listed in the Comprehensive Environmental Response,
Compensation, and Liability Information System List promulgated pursuant to
CERCLA, or on any comparable list maintained by any governmental authority.

         For purposes of this Agreement, "Environmental Laws" means the common
law and all applicable laws or regulations, codes, orders, decrees, judgments
or injunctions issued, promulgated, approved or entered thereunder, relating to
pollution or protection of public or employee health and safety or the
environment, including, without limitation, laws relating to (i) emissions,
discharges, releases or threatened releases of hazardous materials into the
environment (including, without limitation, ambient air, surface water, ground
water, land surface or subsurface strata), (ii) the manufacture, processing,
distribution, use, generation, treatment, storage, disposal, transport or
handling of hazardous materials, and (iii) underground and above ground storage
tanks and related piping, and emissions, discharges, releases or threatened
releases therefrom.

         (x)      There is no strike, labor dispute, slowdown or work stoppage
with the employees of Lennar or any Subsidiary or Land Partnership which is
pending or, to the knowledge of Lennar, threatened, which would have a Material
Adverse Effect.

         (y)      Neither Lennar nor any Subsidiary has any liability for any
prohibited transaction within the meaning of Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or funding
deficiency within the meaning of Section 302 of ERISA or any complete or
partial withdrawal liability under Section 4201 of ERISA with respect to any
pension, profit sharing or other plan which is subject to ERISA to which Lennar
or any Subsidiary makes or ever has made a contribution and in which any
employee of Lennar or any Subsidiary is or has ever been a participant. With
respect to such plans, each of Lennar and the Subsidiaries is in compliance in
all material respects with all applicable provisions of ERISA.

                                      -9-

<PAGE>   10

         (z)      Each of Lennar, the Subsidiaries and the Land Partnerships
carries insurance or maintains reserves in such amounts and covering such risks
as is adequate for the conduct of its business and the value of its properties.

         (aa)     Each of Lennar, the Subsidiaries and the Land Partnerships
maintains internal accounting controls which provide reasonable assurance that
(A) transactions are executed in accordance with management's authorization,
(B) transactions are recorded as necessary to permit preparation of its
financial statements and to maintain accountability for its assets, (C) access
to its assets is permitted only in accordance with management's authorization
and (D) the reported accountability for its assets is compared with existing
assets at reasonable intervals.

         (bb)     Neither Lennar nor any Subsidiary will be an "investment
company" or "promoter" or "principal underwriter" for an "investment company,"
as such terms are defined in the United States Investment Company Act of 1940,
as amended, and the rules and regulations thereunder.

         (cc)     No holder of securities of any Company (other than the
Registrable Notes (as defined in the Registration Rights Agreement)) will be
entitled to have such securities registered under the registration statements
required to be filed by Lennar and the Guarantors pursuant to the Registration
Rights Agreement other than as expressly permitted thereby.

         (dd)     Neither Lennar nor any of the Guarantors or any of their
respective Affiliates (as defined in Rule 501(b) of Regulation D under the Act)
has directly, or through any agent, (i) sold, offered for sale, solicited
offers to buy or otherwise negotiated in respect of, any "security" (as defined
in the Act) which is or could be integrated with the sale of the Securities in
a manner that would require the registration under the Act of the Securities or
(ii) engaged in any form of general solicitation or general advertising (as
those terms are used in Regulation D under the Act) in connection with the
offering of the Securities or in any manner involving a public offering within
the meaning of Section 4(2) of the Act. Assuming the accuracy of the
representations and warranties of the Initial Purchasers in Section 8 hereof,
it is not necessary in connection with the offer, sale and delivery of the
Securities to the Initial Purchasers in the manner contemplated by this
Agreement to register any of the Securities under the Act or to qualify the
Indenture under the TIA.

         (ee)     No securities of Lennar or any Guarantor are of the same
class (within the meaning of Rule 144A under the Act) as the Securities and
listed on a national securities exchange registered under Section 6 of the
Exchange Act, or quoted in a U.S. automated inter-dealer quotation system.

         (ff)     Neither Lennar nor any of the Guarantors has taken, nor will
any of them take, directly or indirectly, any action designed to, or that might
be reasonably expected to, cause or result in stabilization or manipulation of
the price of the Securities.

         (gg)     Neither Lennar nor any of the Guarantors nor any of their
respective Affiliates nor any person acting on its or their behalf (other than
the Initial Purchasers) has

                                      -10-

<PAGE>   11

engaged in any directed selling efforts (as that term is defined in Regulation
S) with respect to the Securities; each of Lennar and the Guarantors and their
respective Affiliates and any person acting on its or their behalf (other than
the Initial Purchasers) have complied with the offering restrictions
requirement of Regulation S.

         (hh)     Except as disclosed in the Final Memorandum, there are no
business relationships or related party transactions which would be required to
be disclosed in a registration statement under the Act by Item 404 of
Regulation S-K of the Commission, and each business relationship or related
party transaction described in the Preliminary Memorandum or the Final
Memorandum is a fair and accurate description of the relationships and
transactions so described in all material respects.

         Any certificate signed by any officer of Lennar and delivered to any
Initial Purchaser or to counsel for the Initial Purchasers shall be deemed a
representation and warranty by Lennar to each Initial Purchaser as to the
matters covered thereby.

         3.       Purchase, Sale and Delivery of the Securities. On the basis
of the representations, warranties, agreements and covenants herein contained
and subject to the terms and conditions herein set forth, Lennar agrees to
issue and sell to the Initial Purchasers, and each of the Initial Purchasers
agrees severally, but not jointly, to purchase from Lennar, the Notes set forth
opposite such Initial Purchaser's name on Schedule 3 hereto, at 90.928351% of
their principal amount. One or more certificates in definitive form for the
Securities that the Initial Purchasers have agreed to purchase hereunder, in
such denomination or denominations and registered in the name of Cede & Co.,
the nominee of The Depository Trust Company, or in such other name or names as
the Initial Purchasers request upon notice to Lennar prior to the Closing Date,
shall be delivered by or on behalf of Lennar and the Guarantors to the Initial
Purchasers, against payment by or on behalf of the Initial Purchasers of the
purchase price therefor by wire transfer (same day funds), to such account or
accounts as Lennar shall specify prior to the Closing Date, or by such means as
the parties hereto shall agree prior to the Closing Date. Such delivery of and
payment for the Securities shall be made at the offices of Clifford Chance
Rogers & Wells, LLP, 200 Park Avenue, New York, New York at 10:00 A.M., New
York time, on May 3, 2000, or at such other place, time or date as the Initial
Purchasers, on the one hand, and Lennar and the Guarantors, on the other hand,
may agree upon (such time and date of delivery against payment is herein
referred to as the "Closing Date"). Lennar will make such certificate or
certificates for the Securities available for checking by the Initial
Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New
York, or at such other place as Deutsche Bank Securities Inc. may designate, at
least 24 hours prior to the Closing Date.

         4.       Offering by the Initial Purchasers. The Initial Purchasers
propose to make an offering of the Securities at the price and upon the terms
set forth in the Final Memorandum, as soon as practicable after this Agreement
is entered into and as in the sole judgment of the Initial Purchasers is
advisable.

         5.       Covenants of Lennar. Lennar covenants and agrees with each of
the Initial Purchasers that:

                                      -11-

<PAGE>   12

         (a)      Lennar will not amend or supplement the Final Memorandum or
any amendment or supplement thereto of which the Initial Purchasers shall not
previously have been advised and furnished a copy for a reasonable period of
time prior to the proposed amendment or supplement and as to which the Initial
Purchasers shall not have given their consent, which consent shall not be
unreasonably withheld. Lennar will promptly, upon the reasonable request of the
Initial Purchasers or counsel for the Initial Purchasers, make any amendments
or supplements to the Preliminary Memorandum or the Final Memorandum that may
be necessary or advisable in connection with the resale of the Securities by
the Initial Purchasers.

         (b)      Lennar will cooperate with the Initial Purchasers in
arranging for the qualification of the Securities for offering and sale under
the securities or "Blue Sky" laws of such jurisdictions as the Initial
Purchasers may designate and will continue such qualifications in effect for as
long as may be necessary to complete the resale of the Securities by the
Initial Purchasers; provided, however, that in connection therewith Lennar
shall not be required to qualify as a foreign corporation or to execute a
general consent to service of process in any jurisdiction.

         (c)      If, at any time prior to the completion of the distribution
by the Initial Purchasers of the Securities or the Private Exchange Notes, any
event occurs or information becomes known as a result of which the Final
Memorandum as then amended or supplemented would include any untrue statement
of a material fact, or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if for any other reason it is necessary at any time to
amend or supplement the Final Memorandum to comply with applicable law, Lennar
will promptly notify the Initial Purchasers thereof and will prepare, at the
expense of Lennar, an amendment or supplement to the Final Memorandum that
corrects such statement or omission or effects such compliance.

         (d)      Lennar will, without charge, provide to the Initial
Purchasers and to counsel for the Initial Purchasers as many copies of the
Preliminary Memorandum and the Final Memorandum or any amendment or supplement
thereto as the Initial Purchasers may reasonably request.

         (e)      Lennar will apply the net proceeds from the sale of the Notes
as set forth under "Use of Proceeds" in the Final Memorandum.

         (f)      For so long as any Notes remain outstanding, Lennar will
furnish to the Initial Purchasers copies of all reports and other
communications (financial or otherwise) furnished by Lennar to the Trustee or
the holders of the Notes and, as soon as available, copies of any reports or
financial statements filed by Lennar with the Commission or furnished to any
national securities exchange on which any class of securities of Lennar may be
listed.

         (g)      Neither Lennar, the Guarantors nor any of their Affiliates
will sell, offer for sale or solicit offers to buy or otherwise negotiate in
respect of any "security" (as defined in the Act) which could be integrated
with the sale of the Securities in a manner which would require the
registration under the Act of the Securities.

                                      -12-

<PAGE>   13

         (h)      Lennar will not, and will not permit any of the Subsidiaries
to, engage in any form of general solicitation or general advertising (as those
terms are used in Regulation D under the Act) in connection with the offering
of the Securities or in any manner involving a public offering within the
meaning of Section 4(2) of the Act.

         (i)      For so long as any of the Securities remain outstanding,
Lennar will make available, upon request, to any holder of such Securities and
any prospective purchasers thereof the information specified in Rule 144A(d)(4)
under the Act, unless Lennar is then subject to Section 13 or 15(d) of the
Exchange Act.

         (j)      Lennar will use its best efforts to (i) permit the Securities
to be designated Portal securities in accordance with the rules and regulations
adopted by the National Association of Securities Dealers, Inc. relating to
trading in the Portal Market and (ii) permit the Securities to be eligible for
clearance and settlement through The Depository Trust Company.

         (k)      In connection with Securities offered and sold in an offshore
transaction (as defined in Regulation S) Lennar will not register any transfer
of such Securities not made in accordance with the provisions of Regulation S
and will not, except in accordance with the provisions of Regulation S, if
applicable, issue any such Securities in the form of definitive securities.

         (l)      Lennar shall use its reasonable efforts to obtain and deliver
to the Initial Purchasers on the Closing Date opinions, dated as of the Closing
Date and addressed to the Initial Purchasers, of such counsel for Lennar and
the Guarantors as are acceptable to the Initial Purchasers, regarding the
Guarantors that are not Designated Guarantors to the same effect as the matters
addressed in Section 7(a) with respect to the Designated Guarantors.

         6.       Expenses. Lennar agrees to pay all costs and expenses
incident to the performance of its obligations under this Agreement, whether or
not the transactions contemplated herein are consummated or this Agreement is
terminated pursuant to Section 11 hereof, including all costs and expenses
incident to (i) the printing, word processing or other production of documents
with respect to the transactions contemplated hereby, including any costs of
printing the Preliminary Memorandum and the Final Memorandum and any amendment
or supplement thereto, and any "Blue Sky" memoranda, (ii) all arrangements
relating to the delivery to the Initial Purchasers of copies of the foregoing
documents, (iii) the fees and disbursements of the counsel, the accountants and
any other experts or advisors retained by Lennar or any of the Guarantors, (iv)
preparation (including printing), issuance and delivery to the Initial
Purchasers of the Securities, (v) the qualification of the Securities under
state securities and "Blue Sky" laws, including filing fees and fees and
disbursements of counsel for the Initial Purchasers relating thereto, (vi)
expenses in connection with the "roadshow" and any other meetings with
prospective investors in the Securities, (vii) fees and expenses of the
Trustee, including fees and expenses of counsel, (viii) all expenses and
listing fees incurred in connection with the application for quotation of the
Securities on the Portal Market and (ix) any fees charged by investment rating
agencies for the rating of the Securities.

                                      -13-

<PAGE>   14

         If the issuance and sale of the Securities provided for herein is not
consummated because any condition to the obligation of the Initial Purchasers
set forth in Section 7 hereof is not satisfied, because this Agreement is
terminated pursuant to Sections 11(a)(i)(y) or 11(a)(v) hereof or because of
any failure, refusal or inability on the part of Lennar to perform all
obligations and satisfy all conditions on its part to be performed or satisfied
hereunder (other than solely by reason of a default by the Initial Purchasers
of their obligations hereunder after all conditions hereunder have been
satisfied in accordance herewith), Lennar will promptly reimburse the Initial
Purchasers upon demand for all reasonable out-of-pocket expenses (including
fees, disbursements and charges of Willkie Farr & Gallagher, counsel for the
Initial Purchasers) that shall have been incurred by the Initial Purchasers in
connection with the proposed purchase and sale of the Securities.

         7.       Conditions to the Initial Purchasers' Obligations. The
several obligations of the Initial Purchasers to purchase and pay for the
Securities shall, in their sole discretion, be subject to the satisfaction or
waiver of the following conditions:

         (a)      On the Closing Date, the Initial Purchasers shall have
received the opinions, dated as of the Closing Date and addressed to the
Initial Purchasers, of Clifford Chance Rogers & Wells, counsel for Lennar and
the Guarantors, and the opinions of such other counsel as are acceptable to the
Initial Purchasers, in form and substance satisfactory to counsel for the
Initial Purchasers, to the effect that:

         (i)      Lennar has been duly organized and is validly existing as a
     corporation in good standing under the laws of the State of Delaware, with
     corporate power and authority to own or lease its properties and conduct
     its business as described in the Final Memorandum; each of the Guarantors
     and the Land Partnerships has been duly organized and is validly existing
     as a corporation or partnership, as applicable, in good standing under the
     laws of the jurisdiction of its incorporation or formation, with corporate
     or other power and authority to own or lease its properties and conduct
     its business as described in the Final Memorandum; Lennar and each of the
     Guarantors and the Land Partnerships are duly qualified to transact
     business in all jurisdictions in which the conduct of their business
     requires such qualification, except where such counsel has been informed
     that the failure to qualify would not have a materially adverse effect
     upon the business of Lennar and the Subsidiaries taken as a whole; and the
     outstanding shares of capital stock of each of the Designated Subsidiaries
     have been duly authorized and validly issued and are fully paid and
     non-assessable and are owned by Lennar or a Subsidiary; and, to the best
     of such counsel's knowledge, the outstanding shares of capital stock of
     each of the Designated Subsidiaries are owned free and clear of all liens,
     encumbrances and equities and claims (except for the pledge of (y) the
     shares of certain of the direct and indirect subsidiaries of LFS to the
     lenders under LFS's credit agreement), and (z) the shares of other
     Subsidiaries to the lenders under the Credit Agreement and for the benefit
     of the holders of the Existing Senior Notes), and no options, warrants or
     other rights to purchase, agreements or other obligations to issue or
     other rights to convert any obligations into any shares of capital stock
     or of ownership interests in the Designated Subsidiaries or the Land
     Partnerships are outstanding.  Lennar indirectly owns a 50%

                                      -14-

<PAGE>   15

interest in each of the Land Partnerships.  Such interests in the Land
Partnerships have been duly authorized and validly issued and are owned by a
Subsidiary which, to the best of such counsel's knowledge, is indirectly wholly
owned by the Company, free and clear of all liens, encumbrances and equities and
claims.

         (ii)     At November 30, 1999, Lennar has outstanding capital stock as
set forth under the caption "Capitalization" in the Final Memorandum; the
outstanding shares of the Common Stock and Class B Common Stock have been duly
authorized and validly issued and are fully paid and non-assessable; and no
preemptive rights of stockholders exist with respect to the capital stock or
any other securities of Lennar or the issue or sale thereof.

         (iii)    Insofar as such counsel is aware, no holder of securities of
Lennar or any Guarantor that is not a Designated Subsidiary (collectively, the
"Designated Guarantors") (other than the Registrable Notes) is entitled to have
such securities registered under a registration statement filed by Lennar
pursuant to the Registration Rights Agreement and the Indenture.

         (iv)     Each of Lennar and the Designated Guarantors has all
requisite corporate or other organizational power and authority to execute,
deliver and perform its obligations under each of the Transaction Documents to
which it is a party and to consummate the Transactions contemplated by such
Transaction Documents. Each of Lennar and the Designated Guarantors has duly
authorized the execution, delivery and performance of each of the Transaction
Documents to which it is or will be a party and the consummation of the
Transactions contemplated by such Transaction Documents, including the issuance
and sale of the Securities.

         (v)      The Indenture is in sufficient form for qualification under
the TIA; the Indenture has been duly and validly executed and delivered by
Lennar and the Designated Guarantors, and (assuming the due authorization,
execution and delivery thereof by the Trustee) constitutes the valid and
legally binding agreement of Lennar and such Guarantors, enforceable against
each of Lennar and such Guarantors in accordance with its terms, except that
the enforcement thereof may be subject to the Bankruptcy Limitations.

         (vi)     The Notes are in the form contemplated by the Indenture. The
Notes have each been duly and validly executed and delivered by Lennar and,
when paid for by the Initial Purchasers in accordance with the terms of this
Agreement (assuming the due authorization, execution and delivery of the
Indenture by the Trustee and due authentication and delivery of the Notes by
the Trustee in accordance with the Indenture), will constitute the valid and
legally binding obligations of Lennar, entitled to the benefits of the
Indenture, and enforceable against Lennar in accordance with their terms,
except that the enforcement thereof may be subject to the Bankruptcy
Limitations.

         (vii)    When the Exchange Notes and the Private Exchange Notes have
been duly executed and delivered by Lennar in accordance with the terms of the
Registration Rights Agreement and the Indenture (assuming the due
authorization, execution and delivery of

                                      -15-

<PAGE>   16

the Indenture by the Trustee and due authentication and delivery of the
Exchange Notes and the Private Exchange Notes by the Trustee in accordance with
the Indenture), the Exchange Notes and the Private Exchange Notes will
constitute the valid and legally binding obligations of Lennar entitled to the
benefits of the Indenture, and enforceable against Lennar, in accordance with
their respective terms, except that the enforcement thereof may be subject to
the Bankruptcy Limitations.

         (viii)   The Guarantees of the Notes are in the form contemplated by
the Indenture. The Guarantees of the Notes have been duly executed, issued and
delivered and constitute valid and legally binding obligations of the
Designated Guarantors, entitled to the benefits of the Indenture and
enforceable against the Designated Guarantors in accordance with their terms,
except that the enforcement thereof may be subject to the Bankruptcy
Limitations.

         (ix)     The guarantees of the Exchange Notes and the Private Exchange
Notes, when issued, will be in the form contemplated by the Indenture. The
guarantees of the Exchange Notes and the Private Exchange Notes, when executed
and delivered by each of the Designated Guarantors in accordance with the
provisions of the Indenture, will have been duly executed, issued and delivered
and will constitute valid and legally binding obligations of the Designated
Guarantors, entitled to the benefits of the Indenture and enforceable against
the Designated Guarantors in accordance with their terms, except that the
enforcement thereof may be subject to the Bankruptcy Limitations.

         (x)      The Registration Rights Agreement has been duly and validly
executed and delivered by Lennar and the Designated Guarantors, and (assuming
due authorization, execution and delivery thereof by the Initial Purchasers)
constitutes the valid and legally binding agreement of Lennar enforceable
against Lennar in accordance with its terms, except that (A) the enforcement
thereof may be subject to the Bankruptcy Limitations, and (B) any rights to
indemnity or contribution thereunder may be limited by federal and state
securities laws and public policy considerations.


         (xi)     Each of the Merger Agreement and the Credit Agreement has
been duly and validly executed and delivered by each of Lennar and the
Designated Guarantors that is a party thereto and constitutes a valid and
legally binding agreement of such Company, enforceable against it in accordance
with its terms, except that the enforcement thereof may be subject to the
Bankruptcy Limitations.

         (xii)    This Agreement has been duly executed and delivered by
Lennar.

         (xiii)   The Transaction Documents conform as to legal matters in all
material respects to the descriptions thereof contained or incorporated by
reference in the Final Memorandum. The statements under the caption "Material
Federal Income Tax Consequences" in the Final Memorandum, insofar as such
statements constitute a summary of matters of law, fairly summarize in all
material respects the information called for with respect to such matters.

                                      -16-

<PAGE>   17

         (xiv)    Insofar as such counsel is aware there are (i) no legal or
governmental proceedings pending or threatened to which Lennar or any
Subsidiary or Land Partnership is a party or to which its property or assets is
subject which would be required under the Act to be described in a registration
statement or in a prospectus and are not described in the Final Memorandum, or
which seek to restrain, enjoin, prevent the consummation of or otherwise
challenge the consummation of the Transactions including the issuance or sale
of the Notes to be sold hereunder or the other transactions contemplated by the
Transaction Documents and (ii) no contracts, agreements or other documents to
which Lennar is a party which would be required under the Act to be described
in a registration statement or prospectus and are not described in the Final
Memorandum.

         (xv)     Insofar as such counsel is aware, Lennar is not in violation
of its certificate of incorporation or bylaws.

         (xvi)    The execution, delivery and performance by Lennar and the
Designated Guarantors of the Transaction Documents and the consummation by such
Companies of the Transactions contemplated thereby (including, without
limitation, the issuance and sale of the Securities to the Initial Purchasers)
will not conflict with or constitute or result in a breach or a default under
(or an event which with notice or passage of time or both would constitute a
default under) or violation of or cause an acceleration of any obligation
under, or result in the imposition or creation of (or the obligation to create
or impose) a lien on any property or assets of any such Company or Land
Partnership with respect to (i) the terms or provisions of any material
contract, agreement or instrument of which such counsel is aware to which any
such Company or Land Partnership is a party or by which it may be bound, (ii)
the certificate of incorporation or bylaws or other comparable organizational
documents of any such Company or the partnership agreement of either Land
Partnership, or (iii) (assuming compliance with all applicable state securities
or "Blue Sky" laws and assuming the accuracy of the representations and
warranties of the Initial Purchasers in Section 8 hereof) any statute,
judgment, decree, order, rule or regulation generally applicable to
transactions of the type contemplated by the Final Memorandum or known to such
counsel to be applicable to any such Company or Land Partnership.

         (xvii)   No consent, approval, authorization or order of any
governmental authority is required for the issuance and sale by Lennar and the
Designated Guarantors of the Securities to the Initial Purchasers or for the
consummation of the Merger or, to the best knowledge of such counsel, for the
consummation by the Companies of the other transactions contemplated by the
Transaction Documents, except (i) as may be required under applicable
securities laws in connection with the registration under the Act of the Notes,
and the Private Exchange Notes, if applicable, pursuant to the Registration
Rights Agreement and (ii) as may be required under state securities or blue sky
laws (as to which such counsel need express no opinion).

                                      -17-

<PAGE>   18

         (xviii)  Lennar is not, and immediately after the sale of the Notes to
be sold hereunder and the application of the proceeds from such sale (as
described in the Final Memorandum under the caption "Use of Proceeds") Lennar
will not be, an "investment company" as such term is defined in the Investment
Company Act of 1940, as amended, and the rules and regulations thereunder.

         (xix)    No registration under the Act of the Securities is required
in connection with the sale of the Securities to the Initial Purchasers as
contemplated by this Agreement and the Final Memorandum or in connection with
the initial resale of the Notes by the Initial Purchasers in accordance with
Section 8 of this Agreement, and prior to the commencement of the Exchange
Offer (as defined in the Registration Rights Agreement) or the effectiveness of
the Shelf Registration Statement (as defined in the Registration Rights
Agreement), the Indenture is not required to be qualified under the TIA, in
each case assuming (i) that the purchasers who buy such Securities in the
initial resale thereof are QIBs or Accredited Investors, (ii) the accuracy of
the Initial Purchasers' representations in Section 8 and those of Lennar
contained in this Agreement regarding the absence of a general solicitation in
connection with the sale of such Securities to the Initial Purchasers and the
initial resale thereof and (iii) the due performance by the Initial Purchasers
of the agreements set forth in Section 8 hereof and the offering and transfer
procedures set forth in the Final Memorandum.

         (xx)     Neither the consummation of the transactions contemplated by
this Agreement nor the sale, issuance, execution or delivery of the Securities
will violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System.

         At the time the foregoing opinion is delivered, such counsel shall
     additionally state that it has participated in conferences with officers
     and other representatives of Lennar, representatives of the Independent
     Accountants, representatives of the Initial Purchasers and counsel for the
     Initial Purchasers, at which conferences the contents of the Preliminary
     Memorandum and the Final Memorandum and related matters were discussed,
     and, although it has not independently verified and is not passing upon
     and assumes no responsibility for the accuracy, completeness or fairness
     of the statements contained in the Final Memorandum (except to the extent
     specified in subsection 7(a)(xiii)), no facts have come to its attention
     which lead it to believe that the Final Memorandum, on the date thereof or
     at the Closing Date, contained or contains an untrue statement of a
     material fact or omitted or omits to state a material fact required to be
     stated therein or necessary to make the statements contained therein, in
     the light of the circumstances under which they were made, not misleading
     (it being understood that such firm need express no belief with respect to
     the financial statements and related notes thereto and the other financial
     or statistical data included in the Final Memorandum).

         References to the Final Memorandum in this subsection (a) shall
     include any amendment or supplement thereto prepared in accordance with
     the provisions of this Agreement (including Section 5(a)) at the Closing
     Date.

                                      -18-

<PAGE>   19

         (b)      The Initial Purchasers shall have received an opinion, dated
the Closing Date, of Willkie Farr & Gallagher, counsel for the Initial
Purchasers, with respect to certain legal matters relating to this Agreement,
and such other related matters as the Initial Purchasers may reasonably
require. In rendering such opinion, Willkie Farr & Gallagher shall have
received and may rely upon such certificates and other documents and
information as they may reasonably request to pass upon such matters.

         (c)      The Initial Purchasers shall have received from each of the
Independent Accountants, comfort letters, dated the date hereof and the Closing
Date, in form and substance reasonably satisfactory to the Initial Purchasers
and counsel for the Initial Purchasers.

         (d)      The representations and warranties of Lennar contained in
this Agreement shall be true and correct in all material respects on and as of
the Closing Date as if made on and as of the Closing Date; Lennar shall have
performed in all material respects all covenants and agreements and satisfied
all conditions on its part to be performed or satisfied hereunder at or prior
to the Closing Date; and, except as set forth in the Final Memorandum
(exclusive of any amendment or supplement thereto after the date hereof)
subsequent to the date of the most recent financial statements in such Final
Memorandum, there shall have been no event or development that, individually or
in the aggregate, has or would be reasonably likely to have a Material Adverse
Effect.

         (e)      The Transactions, including the issuance and sale of the
Notes pursuant to this Agreement, shall not be enjoined (temporarily or
permanently) and no restraining order or other injunctive order shall have been
issued or any action, suit or proceeding shall have been commenced with respect
to this Agreement before any court or governmental authority.

         (f)      The Initial Purchasers shall have received a certificate,
dated the Closing Date, signed by Lennar's Chief Executive Officer and its
chief financial officer to the effect that:

                  (i)      The representations and warranties of Lennar in this
         Agreement are true and correct in all material respects as if made on
         and as of the Closing Date, and Lennar has performed in all material
         respects all covenants and agreements and satisfied all conditions on
         its part to be performed or satisfied hereunder at or prior to the
         Closing Date;

                  (ii)     At the Closing Date, since the date hereof or since
         the date of the most recent financial statements included or
         incorporated by reference in the Final Memorandum (exclusive of any
         amendment or supplement thereto after the date hereof through the
         Closing Date), no event or events have occurred, no information has
         become known nor has any condition arisen that, individually or in the
         aggregate, would have a Material Adverse Effect;

                                      -19-

<PAGE>   20

                  (iii)    Such officer has carefully examined the Final
         Memorandum; in such officer's opinion and to the best of such
         officer's knowledge, neither the Final Memorandum nor any amendment or
         supplement thereto includes any untrue statement of a material fact or
         omits 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;

                  (iv)     None of the Transactions including the sale of the
         Securities hereunder has been enjoined (temporarily or permanently);

                  (v)      There have been no material amendments, alterations,
         modifications, or waivers of any provisions of any of the Transaction
         Documents since the date of execution and delivery thereof by the
         parties thereto (other than amendments, alternations, modifications or
         waivers, copies of which have previously been distributed to the
         Initial Purchasers).

         (g)      On the Closing Date, the Initial Purchasers shall have
received the Registration Rights Agreement executed by Lennar and the
Guarantors and such agreement shall be in full force and effect at all times
from and after the Closing Date.

         (h)      The Indenture shall have been duly executed and delivered by
Lennar, the Guarantors and the Trustee, and the Notes shall have been duly
executed by Lennar, and the Notes shall have been duly authenticated by the
Trustee.

         (i)      On or before the Closing Date, the Initial Purchasers and
counsel for the Initial Purchasers shall have received such further documents,
certificates and schedules or instruments relating to the business, corporate,
legal and financial affairs of Lennar as they shall have heretofore reasonably
requested from Lennar.

         (j)      The Merger shall have been consummated.

         (k)      Lennar shall have received aggregate proceeds of at least
$700 million from borrowings under the Credit Agreement.

         All such documents, opinions, certificates and schedules or
instruments delivered pursuant to this Agreement will comply with the
provisions hereof only if they are reasonably satisfactory in all material
respects to the Initial Purchasers and counsel for the Initial Purchasers.
Lennar shall furnish to the Initial Purchasers such conformed copies of such
documents, opinions, certificates and schedules or instruments in such
quantities as the Initial Purchasers shall reasonably request.

         8.       Offering of Securities; Restrictions on Transfer (a) Each of
the Initial Purchasers represents and warrants that it is a QIB. Each of the
Initial Purchasers agrees with Lennar that (i) it has not and will not solicit
offers for, or offer or sell, the Securities by any form of general
solicitation or general advertising (as those terms are used in Regulation D

                                      -20-

<PAGE>   21

under the Act) or in any manner involving a public offering within the meaning
of Section 4(2) of the Act; and (ii) it has and will solicit offers for the
Securities only from, and will offer the Securities only to (A) in the case of
offers inside the United States, persons whom the Initial Purchasers reasonably
believe to be QIBs or, if any such person is buying for one or more
institutional accounts for which such person is acting as fiduciary or agent,
only when such person has represented to the Initial Purchasers that each such
account is a QIB, to whom notice has been given that such sale or delivery is
being made in reliance on Rule 144A, and, in each case, in transactions under
Rule 144A and (B) in the case of offers outside the United States, to persons
other than U.S. persons ("non-U.S. purchasers," which term shall include
dealers or other professional fiduciaries in the United States acting on a
discretionary basis for non-U.S. beneficial owners (other than an estate or
trust)); provided, however, that, in the case of this clause (B), in purchasing
such Securities such persons are deemed to have represented and agreed as
provided under the caption "Notice to Investors" contained in the Final
Memorandum.

         (b)      Each of the Initial Purchasers represents and warrants (as to
itself only) with respect to offers and sales outside the United States of
Securities that (i) it has and will comply with all applicable laws and
regulations in each jurisdiction in which it acquires, offers, sells or
delivers Securities or has in its possession or distributes any Memorandum or
any such other material, in all cases at its own expense; (ii) the Securities
have not been and will not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons except in accordance with
Regulation S under the Act or pursuant to an exemption from the registration
requirements of the Act; (iii) it has offered the Securities and will offer and
sell the Securities (A) as part of its distribution at any time and (B)
otherwise until 40 days after the later of the commencement of the offering and
the Closing Date, only in accordance with Rule 903 of Regulation S and,
accordingly, neither it nor any persons acting on its behalf have engaged or
will engage in any directed selling efforts (within the meaning of Regulation
S) with respect to the Securities, and any such persons have complied and will
comply with the offering restrictions requirement of Regulation S; and (iv) it
agrees that, at or prior to confirmation of sales of the Securities, it will
have sent to each distributor, dealer or person receiving a selling concession,
fee or other remuneration that purchases Securities from it during the
restricted period a confirmation or notice to substantially the following
effect:

         "The Securities covered hereby have not been registered under the
         United States Securities Act of 1933 (the "Securities Act") and may
         not be offered and sold within the United States or to, or for the
         account or benefit of, U.S. persons (i) as part of the distribution of
         the Securities at any time or (ii) otherwise until 40 days after the
         later of the commencement of the offering and the closing date of the
         offering, except in either case in accordance with Regulation S (or
         Rule 144A if available) under the Securities Act. Terms used above
         have the meaning given to them in Regulation S."

         Terms used in this Section 8 and not defined in this Agreement have
the meanings given to them in Regulation S.

                                      -21-

<PAGE>   22

         (c)      Each of the Initial Purchasers represents and warrants (as to
itself only) (1) it has not offered or sold and, prior to or during the period
of six months from the date hereof, will not offer or sell the Securities to
persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances that do not constitute an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations 1995,
(2) it has complied with and will comply with all applicable provisions of the
Financial Services Act 1986 of Great Britain with respect to any action taken
in relation to the Securities in, from or otherwise involving the United
Kingdom and (3) it has only issued or passed on and will only issue or pass on
in the United Kingdom any document in connection with the issue and sale of the
Securities to a person who is of the kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996
(as amended) or is a person to whom the document may otherwise be lawfully
issued or passed.

         9.       Indemnification and Contribution. (a) Lennar agrees to
indemnify and hold harmless the Initial Purchasers and the affiliates,
directors, officers, agents, representatives and employees of the Initial
Purchasers, and each other person, if any, who controls the Initial Purchasers
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
against any losses, claims, damages or liabilities, joint or several, to which
the Initial Purchasers or any such affiliate, director, officer, agent,
representative, employee or controlling person may become subject under the
Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon:

         (i)      any untrue statement or alleged untrue statement of any
     material fact contained in (A) any Memorandum or any amendment or
     supplement thereto or (B) any application or other document, or any
     amendment or supplement thereto, executed by Lennar or based upon written
     information furnished by or on behalf of Lennar filed in any jurisdiction
     in order to qualify the Notes under the securities or "Blue Sky" laws
     thereof or filed with any securities association or securities exchange
     (each, an "Application"); or

         (ii)     the omission or alleged omission to state, in any Memorandum
     or any amendment or supplement thereto, or any Application, a material
     fact required to be stated therein or necessary to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading, and will reimburse, promptly upon request, the Initial
     Purchasers and each such affiliate, director, officer, agent,
     representative and employee and each such controlling person for any legal
     or other expenses reasonably incurred by the Initial Purchasers, such
     affiliate, director, officer, agent, representative or employee or such
     controlling person in connection with investigating, defending against or
     appearing as a third-party witness in connection with any such loss,
     claim, damage, liability or action; provided, however, that Lennar will
     not be liable in any such case to the extent that any 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 any
     Memorandum or any amendment or

                                      -22-

<PAGE>   23

     supplement thereto, or any Application, in reliance upon and in conformity
     with written information concerning the Initial Purchasers or their resale
     of the Notes furnished to Lennar by the Initial Purchasers specifically
     for use therein; provided further, however, that the indemnity agreement
     contained in this Section 9(a) shall not inure to the benefit of any
     Initial Purchaser to the extent that it is determined by a final,
     non-appealable judgment that (i) the Preliminary Memorandum contained an
     untrue statement of a material fact or omitted to state therein 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, (ii) the sale to the person asserting any such losses, claims,
     damages or liabilities was an initial resale of the Notes by such Initial
     Purchaser, (iii) any such loss, claim, damage or liability of such
     indemnified party results from the fact that such Initial Purchaser failed
     to send or give to such person, at or prior to the written confirmation of
     the sale of such Notes to such person, a copy of the Final Memorandum or
     the Final Memorandum as amended or supplemented, and Lennar had previously
     furnished copies thereof to such Initial Purchaser and (iv) the Final
     Memorandum or the Final Memorandum as amended or supplemented corrected
     such untrue statement or omission. This indemnity agreement will be in
     addition to any liability that Lennar may otherwise have to the
     indemnified parties. Lennar shall not be liable under this subsection (a)
     for any settlement of any claim or action effected without its consent,
     which consent shall not be unreasonably withheld or delayed.

         (b)      The Initial Purchasers, severally and not jointly, agree to
indemnify and hold harmless Lennar, its affiliates, directors, officers,
agents, representatives and employees and each other person, if any, who
controls Lennar within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act against any losses, claims, damages or liabilities to which
Lennar or any such affiliate, director, officer, agent, representative,
employee or controlling person may become subject under the Act, the Exchange
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any
Memorandum or any amendments or supplement thereto, or any Application or (ii)
the omission or the alleged omission to state therein a material fact required
to be stated in any Memorandum or any amendment or supplement thereto, or any
Application, or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information concerning the Initial
Purchasers furnished to Lennar by the Initial Purchasers specifically for use
therein; and, subject to the limitation set forth immediately preceding this
clause, will reimburse, promptly upon request, any legal or other expenses
reasonably incurred by Lennar or any such affiliate, director, officer, agent,
representative, employee or controlling person in connection with investigating
or defending against or appearing as a third party witness in connection with
any such loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability that the Initial
Purchasers may otherwise have to the indemnified parties. No Initial Purchaser
shall be liable under this Section 9 for any settlement of any claim or action
effected without its consent, which consent shall not be unreasonably withheld
or delayed. Lennar shall not, without the prior written consent of the Initial
Purchasers, effect any settlement or compromise of any

                                      -23-

<PAGE>   24

pending or threatened proceeding in respect of which the Initial Purchasers are
or could have been a party, or indemnity could have been sought hereunder by
the Initial Purchasers, unless such settlement (A) includes an unconditional
written release of the Initial Purchasers, in form and substance reasonably
satisfactory to the Initial Purchasers, from all liability include any
statement as to an admission of fault, culpability or failure to act by or on
behalf of the Initial Purchasers.

         (c)      Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action for which such
indemnified party is entitled to indemnification under this Section 9, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 9, notify the indemnifying party of the
commencement thereof in writing; but the omission to so notify the indemnifying
party (i) will not relieve it from any liability under subsection (a) or (b)
above unless and to the extent such failure results in the forfeiture or waiver
by the indemnifying party of substantial rights and defenses and (ii) will not,
in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
subsections (a) and (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; provided, however, that if (i) the use
of counsel chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest, (ii) the defendants in
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have been advised by counsel that there may be
one or more legal defenses available to it and/or other indemnified parties
that are different from or additional to those available to the indemnifying
party, or (iii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after receipt by the indemnifying party of
notice of the institution of such action, then, in each such case, the
indemnifying party shall not have the right to direct the defense of such
action on behalf of such indemnified party or parties and such indemnified
party or parties shall have the right to select separate counsel to defend such
action on behalf of such indemnified party or parties. After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof and approval by such indemnified party of counsel appointed to
defend such action, the indemnifying party will not be liable to such
indemnified party under this Section 9 for any legal or other expenses, other
than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the immediately preceding sentence (it being understood, however,
that in connection with such action the indemnifying party shall not be liable
for the expenses of more than one separate counsel (in addition to local
counsel) in any one action or separate but substantially similar actions in the
same jurisdiction arising out of the same general allegations or circumstances,
designated by Deutsche Bank Securities Inc. in the case subsection (a) of this
Section 9 or Lennar in the case of subsection (b) of this Section 9,
representing the indemnified parties under such subsection (a) or subsection
(b), as the case may be, who are parties to such action or actions) or (ii) the
indemnifying party has authorized in writing the

                                      -24-

<PAGE>   25

employment of counsel for the indemnified party at the expense of the
indemnifying party. After such notice from the indemnifying party to such
indemnified party, the indemnifying party will not be liable for the costs and
expenses of any settlement of such action effected by such indemnified party
without the prior written consent of the indemnifying party (which consent
shall not be unreasonably withheld).

         (d)      In circumstances in which the indemnity agreement provided
for in the preceding subsections of this Section 9 is unavailable to, or
insufficient to hold harmless, an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof), each
indemnifying party, in order to provide for just and equitable contribution,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect (i) the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the offering of the 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 party or parties on the one hand and the indemnified party 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). The relative benefits received by Lennar on the
one hand and the Initial Purchasers on the other shall be deemed to be in the
same proportion as the total proceeds from the offering (before deducting
expenses) received by Lennar bear to the total discounts and commissions
received by the Initial Purchasers. 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 Lennar on the one
hand, or the Initial Purchasers on the other, the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission or alleged statement or omission, and any other equitable
considerations appropriate in the circumstances. Lennar and the Initial
Purchasers agree that it would not be just and equitable if the amount of such
contribution were determined by pro rata or per capita allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the first sentence of this subsection (d).
Notwithstanding any other provision of this subsection (d), no Initial
Purchaser shall be obligated to make contributions hereunder that in the
aggregate exceed the total discounts, commissions and other compensation
received by such Initial Purchaser under this Agreement, less the aggregate
amount of any damages that such Initial Purchaser has otherwise been required
to pay by reason of the untrue or alleged untrue statements or the omissions or
alleged omissions to state a material fact, and no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this subsection (d), each affiliate,
director, officer, agent, representative and employee of the Initial Purchasers
and each person, if any, who controls any Initial Purchaser within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act shall have the same
rights to contribution as such Initial Purchaser, and each affiliate, director,
officer, agent, representative and employee of Lennar and each person, if any,
who controls Lennar within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, shall have the same rights to contribution as Lennar.

                                      -25-

<PAGE>   26

         10.      Survival Clause. The respective representations, warranties,
agreements, covenants, indemnities and other statements of Lennar, its officers
and the Initial Purchasers set forth in this Agreement or made by or on behalf
of them pursuant to this Agreement shall remain in full force and effect,
regardless of (i) any investigation made by or on behalf of Lennar, any of its
officers or directors, the Initial Purchasers or any controlling person
referred to in Section 9 hereof and (ii) delivery of and payment for the
Securities. The respective agreements, covenants, indemnities and other
statements set forth in Sections 6, 9 and 15 hereof shall remain in full force
and effect, regardless of any termination or cancellation of this Agreement.

         11.      Termination. (a) This Agreement may be terminated in the sole
discretion of the Initial Purchasers by notice to Lennar given prior to the
Closing Date in the event that Lennar shall have failed, refused or been unable
to perform, in all material respects, all obligations and satisfy all
conditions on its part to be performed or satisfied hereunder at or prior
thereto or, if after the date of this Agreement and at or prior to the Closing
Date:

         (i)      either (x) Lennar or any Subsidiary or Land Partnership shall
     have sustained any loss or interference with respect to its businesses or
     properties from fire, flood, hurricane, accident or other calamity,
     whether or not covered by insurance, or from any strike, labor dispute,
     slow down or work stoppage or any legal or governmental proceeding, which
     loss or interference, in the sole judgment of the Initial Purchasers, has
     had or has a Material Adverse Effect, or (y) there shall have been, in the
     sole judgment of the Initial Purchasers, any event or development that,
     individually or in the aggregate, has or could be reasonably likely to
     have a Material Adverse Effect (including without limitation a change in
     control of Lennar or any Subsidiary or Land Partnership), except in each
     case as described in or contemplated by the Final Memorandum (exclusive of
     any amendment or supplement thereto);

         (ii)     trading in securities generally on the New York Stock
     Exchange, the American Stock Exchange or the Nasdaq National Market shall
     have been suspended or maximum or minimum prices shall have been
     established on any such exchange or market;

         (iii)    a banking moratorium shall have been declared by New York or
     United States authorities;

         (iv)     there shall have been (A) an outbreak or escalation of
     hostilities between the United States and any foreign power, or (B) an
     outbreak or escalation of any other insurrection or armed conflict
     involving the United States or any other national or international
     calamity or emergency or (C) any material change in the financial markets
     of the United States that, in the case of (A), (B) or (C) above and in the
     sole judgment of the Initial Purchasers, makes it impracticable or
     inadvisable to proceed with the offering or the delivery of the Notes as
     contemplated by the Final Memorandum; or

         (v)      any securities of Lennar shall have been downgraded or placed
     on any "watch list" for possible downgrading by any nationally recognized
     statistical rating organization.

                                      -26-

<PAGE>   27

         (b)      Termination of this Agreement pursuant to this Section 11
shall be without liability of any party to any other party except as provided
in Section 10 hereof.

         12.      Information Supplied by the Initial Purchasers. The
statements set forth in the second and third sentences of the third paragraph,
the second sentence of the sixth paragraph, the seventh paragraph and the
eighth paragraph under the heading "Private Placement" in the Final Memorandum
(to the extent such statements relate to the Initial Purchasers) constitute the
only information furnished by the Initial Purchasers for the purposes of
Sections 2(a) and 9 hereof.

         13.      Notices. All communications hereunder shall be in writing
and, if sent to the Initial Purchasers shall be mailed or delivered to Deutsche
Bank Securities Inc., 31 West 52nd Street, New York, New York 10019, Attention:
High Yield Capital Markets, with a copy to Willkie Farr & Gallagher, 787
Seventh Avenue, New York, New York, 10019, Attention: John S. D'Alimonte, Esq.;
if sent to Lennar, shall be mailed or delivered to Lennar Corporation, 700 N.W.
107th Avenue, Miami, Florida 33172, Attention: Bruce Gross, Chief Financial
Officer, with a copy to Clifford Chance Rogers & Wells, 200 Park Avenue, New
York, New York 10166, Attention: David B. McCain, General Counsel, and David W.
Bernstein, Esq.

         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; and one business
day after being timely delivered to a next-day air courier.

         14.      Successors. This Agreement shall inure to the benefit of and
be binding upon the Initial Purchasers, Lennar and their respective successors
and legal representatives, and nothing expressed or mentioned in this Agreement
is intended or shall be construed to give any other person any legal or
equitable right, remedy or claim under or in respect of this Agreement, or any
provisions herein contained; this Agreement and all conditions and provisions
hereof being intended to be and being for the sole and exclusive benefit of
such persons and for the benefit of no other person except that (i) the
indemnities of Lennar contained in Section 9 of this Agreement shall also be
for the benefit of the affiliates, directors, officers, agents, representatives
and employees of the Initial Purchasers and any person or persons who control
the Initial Purchasers within the meaning of Section 15 of the Act or Section
20 of the Exchange Act and (ii) the indemnities of the Initial Purchasers
contained in Section 9 of this Agreement shall also be for the benefit of the
affiliates, directors, officers, agents, representatives and employees of
Lennar and any person or persons who control Lennar within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act. No purchaser of
Securities from the Initial Purchasers will be deemed a successor because of
such purchase.

         15.      APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND TO BE

                                      -27-

<PAGE>   28

PERFORMED WHOLLY THEREIN, WITHOUT GIVING EFFECT TO ANY PROVISIONS THEREOF
RELATING TO CONFLICTS OF LAW.

         16.      Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                      -28-

<PAGE>   29

         If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement among Lennar and the
Initial Purchasers.

                               Very truly yours,

                               LENNAR CORPORATION

                               By: /s/ David B. McCain
                                  ----------------------------------------
                                  Name: David B. McCain
                                  Title:   Vice-President

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

INITIAL PURCHASERS:

DEUTSCHE BANK SECURITIES INC.

By: /s/ Richard W. Thaler
   ----------------------------------------
   Name:  Richard W. Thaler
   Title: Managing Director

BANC ONE CAPITAL MARKETS, INC.

By:  /s/ Kevin J. Rooney
   ----------------------------------------
   Name:  Kevin J. Rooney
   Title: Vice President

BANC OF AMERICA SECURITIES LLC

By: /s/ William A. Bowen, Jr.
   ----------------------------------------
   Name:  William A. Bowen, Jr.
   Title: Managing Director

CREDIT LYONNAIS SECURITIES USA INC.

By: /s/ Paul H. Phaneuf
   ----------------------------------------
   Name:  Paul H. Phaneuf
   Title: Managing Director

WACHOVIA SECURITIES, INC.

By: /s/ Marc A. Ratnowsky
   ----------------------------------------
   Name:  Marc A. Ratnowsky

<PAGE>   30

   Title: M.D.

                                      -2-

<PAGE>   31


                                                                     SCHEDULE 1

                                   GUARANTORS

BCDC CORP.
BOCA GREENS, INC.
BOCA ISLES CLUB, INC.
BOCA ISLES SOUTH CLUB, INC.
BRAMALEA CALIFORNIA, INC.
BRAMALEA CALIFORNIA PROPERTIES, INC.
BRAMALEA CALIFORNIA REALTY, INC.
CLODINE-BELLAIRE LP, INC.
CLUB PEMBROKE ISLES, INC.
DCA AT BANYAN TREE, INC.
DCA AT NORTH LAUDERDALE, INC.
DCA AT PEMBROKE POINTE, INC.
DCA AT WIGGINS BAY, INC.
DCA GENERAL CONTRACTORS, INC.
DCA HOMES OF CENTRAL FLORIDA, INC.
DCA NJ REALTY, INC.
DCA OF BROWARD COUNTY, INC.
DCA OF HIALEAH, INC.
DCA OF LAKE WORTH, INC.
DCA OF NEW JERSEY, INC.
DEVCO LAND CORP.
DYEING & FINISHING, INC.
FIRST ATLANTIC BUILDING CORP.
GREYSTONE CONSTRUCTION, INC.
GREYSTONE HOMES, INC.
GREYSTONE HOMES OF NEVADA, INC.
GREYSTONE NEVADA, LLC
HARRIS COUNTY LP, INC.
HILLSIDE, INC.
INACTIVE CORPORATIONS, INC.
KINGS ISLE RECREATION CORP.
KINGS RIDGE GOLF CORPORATION
KINGS RIDGE RECREATION CORPORATION
KINGS WOOD DEVELOPMENT CORPORATION
LENNAR ACQUISITION CORP. II
LENNAR.COM, INC.
LENNAR COMMUNITIES, INC.
LENNAR COMMUNITIES DEVELOPMENT, INC.
LENNAR CONSTRUCTION, INC.
LENNAR FINANCIAL SERVICES, INC.
LENNAR HOMES, INC.
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 LA PAZ LIMITED, INC.
LENNAR LA PAZ, INC.
LENNAR LAND PARTNERS SUB, INC.
LENNAR LAND PARTNERS SUB II, INC.
LENNAR MANAGEMENT, INC.
LENNAR NEVADA, INC.
LENNAR NORTHLAND I, INC.

<PAGE>   32

LENNAR NORTHLAND II, INC.
LENNAR NORTHLAND III, INC.
LENNAR NORTHLAND IV, INC.
LENNAR NORTHLAND V, INC.
LENNAR NORTHLAND VI, INC.
LENNAR OCEANSIDE, LLC
LENNAR PACIFIC, INC.
LENNAR PACIFIC, L.P.
LENNAR PACIFIC PROPERTIES, INC.
LENNAR REALTY, INC.
LENNAR RENAISSANCE, INC.
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 TITLE SERVICES, INC.
LONG POINT DEVELOPMENT CORPORATION
LUCERNE GREENS, INC.
LUCERNE MERGED CONDOMINIUMS, INC.
M.A.P. BUILDERS, INC.
M.A.P. VINEYARDS OF PLANTATION, INC.
MARLBOROUGH DEVELOPMENT CORPORATION
MIDLAND HOUSING INDUSTRIES CORP.
MIDLAND INVESTMENT CORPORATION
MISSION VIEJO HOLDINGS, INC.
MISSION VIEJO 12S VENTURE, LP
MONTEREY VILLAGE DEVELOPMENT CORP.
QUALITY ROOF TRUSS COMPANY
RANCHO SUMMIT, LLC
REGENCY TITLE COMPANY
RIVIERA LAND CORP.
ROCKHURST-FONTAINE LIMITED PARTNERSHIP
SANTA FE LAKES, L.P.
SAVELL GULLEY DEVELOPMENT CORPORATION
SILVER LAKES-GATEWAY CLUBHOUSE, INC.
SLTC, INC.
STRATEGIC HOLDINGS, INC.
STRATEGIC TECHNOLOGIES, INC.
STRATEGIC TECHNOLOGIES COMMUNICATIONS OF CALIFORNIA, INC.
SUPERIOR REALTY & MARKETING, INC.
UNIVERSAL TITLE INSURORS, INC.
U.S. HOME CORPORATION (f/k/a LEN ACQUISITION CORPORATION)
W. B. HOMES, INC.
WESTCHASE, INC.
BRUSHMASTERS, INC.
CANTERBURY CORPORATION
COUNTRYPLACE GOLF COURSE, INC.
E.M.J.V. CORP.
HOMECRAFT CORPORATION
IMPERIAL HOMES CORPORATION
LUNDGREN BROS. CONSTRUCTION, INC.
MID-COUNTY UTILITIES, INC.

                                      -2-

<PAGE>   33

OCEANPOINTE DEVELOPMENT CORPORATION
ORRIN THOMPSON CONSTRUCTION COMPANY
ORRIN THOMPSON HOMES CORP.
PAPARONE CONSTRUCTION CO.
PRARIE LAKE CORPORATION
RIVENHOME CORPORATION
RUTENBERG HOMES, INC. (FL)
RUTENBERG HOMES, INC. (TX)
STONEY CORPORATION
SUMMERWAY INVESTMENT CORP.
U.S. HOME & DEVELOPMENT CORPORATION
U.S. HOME OF ARIZONA CONSTRUCTION CO.
U.S. HOME OF COLORADO REAL ESTATE, INC.
U.S. HOME REALTY CORPORATION
U.S. HOME REALTY, INC. (MD)
U.S. HOME REALTY, INC. (TX)
U.S.H. CORPORATION OF NEW YORK
U.S. H. LOS PRADOS, INC.
USH ACQUISITION CORP.
USH EQUITY CORPORATION
USH HOLDING, INC.
USH MILLENNIUM VENTURES CORP.
USH/MJR, INC.
USH (WEST LAKE), INC.
USH WOODBRIDGE, INC.
WESTSTONE CORPORATION

                                      -3-

<PAGE>   34


                                                                     SCHEDULE 2

                                  SUBSIDIARIES

UNIVERSAL AMERICAN MORTGAGE COMPANY

U.S. HOME MORTGAGE CORP.


<PAGE>   35


                                                                     SCHEDULE 3

<TABLE>
<CAPTION>
INITIAL PURCHASER                  PRINCIPAL AMOUNT OF NOTES
<S>                                <C>
Deutsche Bank Securities Inc.             109,687,500
Banc One Capital Markets, Inc.            109,687,500
Banc of America Securities LLC             65,000,000
Credit Lyonnais Securities USA Inc.        24,375,000
Wachovia Securities, Inc.                  16,250,000
                                          ------------
                                          $325,000,000
                                          ============
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>ex4-1.txt
<DESCRIPTION>INDENTURE
<TEXT>

<PAGE>   1
                                                                  Exhibit 4.1

                                                                EXECUTION COPY

==============================================================================





                               LENNAR CORPORATION

                                    as Issuer

                                       and

                          THE GUARANTORS NAMED THEREIN

                                       and

                           BANK ONE TRUST COMPANY, NA

                                   as Trustee

                                    INDENTURE

                             Dated as of May 3, 2000

                               up to $525,000,000

                      9.95% Senior Notes due 2010, Series A

                      9.95% Senior Notes due 2010, Series B


<PAGE>   2

<TABLE>
<CAPTION>

                              CROSS REFERENCE TABLE
                              ---------------------
TIA Section                                                              Indenture Section
-----------                                                              ------------------

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

</TABLE>

-------------------
N.A. means Not Applicable.

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

                                      (i)
<PAGE>   3

<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS

                               ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE

<S>                                                                                                              <C>
SECTION 1.1. Definitions..........................................................................................1

SECTION 1.2. Incorporation by Reference of TIA...................................................................26
SECTION 1.3. Rules of Construction...............................................................................27

                                                ARTICLE II. THE NOTES

SECTION 2.1. Form and Dating.....................................................................................27

SECTION 2.2. Execution and Authentication; Aggregate Principal Amount............................................28
SECTION 2.3. Registrar and Paying Agent..........................................................................29
SECTION 2.4. Paying Agent to Hold Assets in Trust................................................................30
SECTION 2.5. Holder Lists........................................................................................30
SECTION 2.6. Transfer and Exchange...............................................................................31
SECTION 2.7. Replacement Notes...................................................................................31
SECTION 2.8. Outstanding Notes...................................................................................32
SECTION 2.9. Treasury Notes......................................................................................32
SECTION 2.10. Temporary Notes....................................................................................32
SECTION 2.11. Cancellation.......................................................................................33
SECTION 2.12. Defaulted Interest.................................................................................33
SECTION 2.13. CUSIP Number.......................................................................................34
SECTION 2.14. Deposit of Monies..................................................................................34
SECTION 2.15. Restrictive Legends................................................................................34
SECTION 2.16. Book-Entry Provisions for Global Security. ........................................................34
SECTION 2.17. Special Transfer Provisions........................................................................36
SECTION 2.18. Liquidated Damages Under Registration Rights Agreement.............................................39

                                               ARTICLE III. REDEMPTION

SECTION 3.1. Notices to Trustee..................................................................................39
SECTION 3.2. Selection of Notes to Be Redeemed...................................................................39
SECTION 3.3. Optional Redemption.................................................................................40
SECTION 3.4. Notice of Redemption................................................................................40
SECTION 3.5. Effect of Notice Defect.............................................................................41
SECTION 3.6. Deposit of Redemption Price.........................................................................41
SECTION 3.7. Notes Redeemed in Part..............................................................................42

                                                ARTICLE IV. COVENANTS

SECTION 4.1. Payment of Notes....................................................................................42
SECTION 4.2. Maintenance of Office or Agency.....................................................................42
SECTION 4.3. Corporate Existence.................................................................................42
SECTION 4.4. Payment of Taxes and Other Claims...................................................................43
SECTION 4.5. Maintenance of Insurance............................................................................43
SECTION 4.6. Compliance Certificate; Notice of Default...........................................................43
SECTION 4.7. Compliance with Laws................................................................................44
SECTION 4.8. Commission Reports..................................................................................44
SECTION 4.9. Waiver of Stay, Extension or Usury Laws.............................................................45

</TABLE>

                                      (ii)
<PAGE>   4
<TABLE>

<S>                                                                                                             <C>
SECTION 4.10. Limitation on Restricted Payments..................................................................45
SECTION 4.11. Limitation on Transactions with Affiliates.........................................................48
SECTION 4.12. Limitation on Incurrence of Additional Indebtedness................................................50
SECTION 4.13. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries............51
SECTION 4.14. Change in Control..................................................................................52
SECTION 4.15. Limitation on Preferred Stock of Restricted Subsidiaries.  ........................................54
SECTION 4.16. Limitation on Liens................................................................................55
SECTION 4.17. Conduct of Business................................................................................55
SECTION 4.18. Limitation on Asset Dispositions...................................................................55

                                          ARTICLE V. SUCCESSOR CORPORATION

SECTION 5.1. Merger, Consolidation and Sale of Assets.  .........................................................58
SECTION 5.2. Successor Corporation Substituted...................................................................60

                                                ARTICLE VI. REMEDIES

SECTION 6.1. Events of Default...................................................................................60
SECTION 6.2. Acceleration........................................................................................62
SECTION 6.3. Other Remedies......................................................................................63
SECTION 6.4. Waiver of Past Defaults.............................................................................63
SECTION 6.5. Control by Majority.................................................................................63
SECTION 6.6. Limitation on Suits.................................................................................64
SECTION 6.7. Right of Holders to Receive Payment.................................................................64
SECTION 6.8. Collection Suit by Trustee..........................................................................64
SECTION 6.9. Trustee May File Proofs of Claim....................................................................65
SECTION 6.10. Priorities.........................................................................................65
SECTION 6.11. Undertaking for Costs..............................................................................66
SECTION 6.12. Restoration of Rights and Remedies.................................................................66

                                                ARTICLE VII. TRUSTEE

SECTION 7.1. Duties of Trustee...................................................................................66
SECTION 7.2. Rights of Trustee...................................................................................67
SECTION 7.3. Individual Rights of Trustee........................................................................68
SECTION 7.4. Trustee's Disclaimer................................................................................69
SECTION 7.5. Notice of Default...................................................................................69
SECTION 7.6. Reports by Trustee to Holders.......................................................................69
SECTION 7.7. Compensation and Indemnity..........................................................................69
SECTION 7.8. Replacement of Trustee..............................................................................71
SECTION 7.9. Successor Trustee by Merger, Etc....................................................................72
SECTION 7.10. Eligibility; Disqualification......................................................................72
SECTION 7.11. Preferential Collection of Claims Against Lennar...................................................72

                                  ARTICLE VIII. DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.1. Termination of Company's Obligations................................................................72
SECTION 8.2. Application of Trust Money..........................................................................74

</TABLE>

                                     (iii)

<PAGE>   5
<TABLE>

<S>                                                                                                             <C>
SECTION 8.3. Repayment to Lennar.................................................................................75
SECTION 8.4. Reinstatement.......................................................................................75
SECTION 8.5. Acknowledgment of Discharge by Trustee..............................................................75

                                      ARTICLE IX. MODIFICATION OF THE INDENTURE

SECTION 9.1. Without Consent of Holders..........................................................................76
SECTION 9.2. With Consent of Holders.............................................................................76
SECTION 9.3. Compliance with TIA.................................................................................77
SECTION 9.4. Revocation and Effect of Consents...................................................................77
SECTION 9.5. Notation on or Exchange of Notes....................................................................77
SECTION 9.6. Trustee to Sign Amendments, Etc.....................................................................78

                                            ARTICLE X. GUARANTEE OF NOTES

SECTION 10.1. Unconditional Guarantee............................................................................78
SECTION 10.2. Limitations on Guarantees..........................................................................79
SECTION 10.3. Execution and Delivery of Guarantee................................................................80
SECTION 10.4. Release of a Guarantor.............................................................................80
SECTION 10.5. Waiver of Subrogation..............................................................................81
SECTION 10.6. No Set-Off.........................................................................................82
SECTION 10.7. Obligations Absolute...............................................................................82
SECTION 10.8. Obligations Continuing.............................................................................82
SECTION 10.9. Obligations Not Reduced............................................................................82
SECTION 10.10. Obligations Reinstated............................................................................83
SECTION 10.11. Obligations Not Affected..........................................................................83
SECTION 10.12. Waiver............................................................................................84
SECTION 10.13. No Obligation to Take Action Against the Company..................................................84
SECTION 10.14. Dealing with the Company and Others...............................................................84
SECTION 10.15. Default and Enforcement...........................................................................85
SECTION 10.16. Amendment, Etc....................................................................................85
SECTION 10.17. Acknowledgment....................................................................................85
SECTION 10.18. Costs and Expenses................................................................................85
SECTION 10.19. No Merger or Waiver; Cumulative Remedies..........................................................86
SECTION 10.20. Survival of Obligations...........................................................................86
SECTION 10.21. Guarantee in Addition to Other Obligations........................................................86
SECTION 10.22. Severability......................................................................................86
SECTION 10.23. Successors and Assigns............................................................................86

                                              ARTICLE XI. MISCELLANEOUS

SECTION 11.1. TIA Controls.......................................................................................87
SECTION 11.2. Notices............................................................................................87
SECTION 11.3. Communications by Holders with Other Holders.......................................................88
SECTION 11.4. Certificate and Opinion as to Conditions Precedent.................................................88
SECTION 11.5. Statements Required in Certificate or Opinion......................................................88
SECTION 11.6. Rules by Trustee, Paying Agent, Registrar..........................................................89
SECTION 11.7. Legal Holidays.....................................................................................89
SECTION 11.8. Governing Law......................................................................................89
SECTION 11.9. No Adverse Interpretation of Other Agreements......................................................89
SECTION 11.10. No Personal Liability.............................................................................89
SECTION 11.11. Successors........................................................................................90

</TABLE>

                                      (iv)

<PAGE>   6
<TABLE>

<S>                                                                                                             <C>
SECTION 11.12. Duplicate Originals...............................................................................90
SECTION 11.13. Severability......................................................................................90
</TABLE>

                                       (v)
<PAGE>   7


              INDENTURE, dated as of May 3, 2000, among Lennar Corporation, a
Delaware corporation ("Lennar"), each of the Guarantors named herein, and Bank
One Trust Company, N.A., as Trustee, the "Trustee").

              Lennar has duly authorized the creation of an issue of its 9.95%
Senior Notes due 2010, Series A, and its 9.95% Senior Notes due 2010, Series B,
to be issued in exchange for the 9.95% Senior Notes due 2010, Series A, pursuant
to the Registration Rights Agreement (as defined herein) and, to provide
therefor, Lennar has duly authorized the execution and delivery of this
Indenture. All things necessary to make the Notes (as defined), when duly issued
and executed by Lennar, and authenticated and delivered hereunder, the valid
obligations of Lennar, and to make this Indenture a valid and binding agreement
of Lennar, have been done.

              Each party hereto agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders (as defined) of
Lennar's 9.95% Senior Notes due 2010, Series A and Series B.

                                   ARTICLE I.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

              SECTION 1.1. Definitions.

              "Acquired Indebtedness" means (1) with respect to any Person that
becomes a Restricted Subsidiary Guarantor (or is merged into Lennar or any
Restricted Subsidiary Guarantor) after the Issue Date, Indebtedness of such
Person or any of its Subsidiaries existing at the time such Person becomes a
Restricted Subsidiary Guarantor (or is merged into Lennar or any Restricted
Subsidiary Guarantor) that was not incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary (or being merged
into Lennar or any Restricted Subsidiary) and (2) with respect to Lennar or any
Restricted Subsidiary Guarantor, any Indebtedness expressly assumed by Lennar or
any Restricted Subsidiary in connection with the acquisition of any assets from
another Person (other than Lennar or any Restricted Subsidiary), which
Indebtedness was not incurred by such other Person in connection with or in
contemplation of such acquisition. Indebtedness incurred in connection with or
in contemplation of any transaction described in clause (1) or (2) of the
preceding sentence shall be deemed to have been incurred by Lennar or a
Restricted Subsidiary, as the case may be, at the time such Person becomes a
Restricted Subsidiary (or is merged into Lennar or any Restricted Subsidiary) in
the case of clause (1) or at the time of the acquisition of such assets in the
case of clause (2), but shall not be deemed Acquired Indebtedness.

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

              "Affiliate" means, when used with reference to a specified Person,
any Person directly or indirectly controlling

<PAGE>   8


or controlled by or under direct or indirect common control with the Person
specified.

              "Affiliate Transaction" has the meaning provided in Section 4.11.

              "Agent" means any Registrar, Paying Agent or co-Registrar.

              "Agent Members" has the meaning provided in Section 2.16.

              "Asset Acquisition" means (1) an Investment by Lennar or any
Restricted Subsidiary in any other Person if, as a result of such Investment,
such Person shall become a Restricted Subsidiary or shall be consolidated or
merged with or into Lennar or any Restricted Subsidiary or (2) the acquisition
by Lennar or any Restricted Subsidiary of the assets of any Person, which
constitute all or substantially all of the assets or of an operating unit or
line of business of such Person or which is otherwise outside the ordinary
course of business.

              "Asset Disposition" means any sale, transfer, conveyance, lease or
other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback or sale of shares of Capital Stock in any
Subsidiary) (each, a "transaction") by Lennar or any Restricted Subsidiary to
any Person of any Property having a Fair Market Value in any transaction or
series of related transactions of at least $15 million. The term "Asset
Disposition" shall not include:

              (1) a transaction between Lennar and any Restricted Subsidiary or
       a transaction between Restricted Subsidiaries,

              (2) a transaction in the ordinary course of conduct of the Real
       Estate Business by Lennar and the Restricted Subsidiaries,

              (3) a transaction involving the sale of Capital Stock in, or the
       disposition of assets of, an Unrestricted Subsidiary,

              (4) any exchange or swap of assets of Lennar or any Restricted
       Subsidiary for assets that (x) are to be used by Lennar or any Restricted
       Subsidiary in the ordinary course of its Real Estate Business and (y)
       have a Fair Market Value not less than the Fair Market Value of the
       assets exchanged or swapped,

              (5) any sale, transfer, conveyance, lease or other disposition of
       assets and properties of Lennar that is governed by Section 5.1,

              (6) dispositions of mortgage loans and related assets and
       mortgage-backed securities in the ordinary course of a mortgage lending
       business, or

                                      -2-

<PAGE>   9

              (7) transfers of assets to Unrestricted Subsidiaries to the extent
       the Fair Market Value of the asset so transferred constitutes a
       Restricted Payment permitted by the Indenture.

              "Attributable Debt" means, with respect to any Capitalized Lease
Obligations, the capitalized amount thereof determined in accordance with GAAP.

              "Authenticating Agent" has the meaning provided in Section 2.2.

              "Bankruptcy Law" means title 11 of the United States Code, as
amended, or any similar federal or state law for the relief of debtors.

              "Board of Directors" means, as to any Person, the board of
directors of such Person or any duly authorized committee thereof.

              "Board Resolution" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

              "Business Day" means any day other than a Saturday, Sunday or any
other day on which banking institutions in the City of New York are required or
authorized by law or other governmental action to be closed.

              "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
or in such Person's capital stock or other equity interests, and options, rights
or warrants to purchase such capital stock or other equity interests, whether
now outstanding or issued after the Issue Date, including, without limitation,
all Disqualified Stock and Preferred Stock. In no event shall Lennar's Zero
Coupon Senior Convertible Debentures due 2018 be considered Capital Stock.

              "Capitalized Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP, and the amount of such obligations will be the capitalized amount thereof
determined in accordance with GAAP.

              "Cash Equivalents" means:

              (1) U.S. dollars;

              (2) securities issued or directly and fully guaranteed or insured
       by the U.S. government or any agency or instrumentality thereof having
       maturities of one year or less from the date of acquisition;


                                      -3-
<PAGE>   10

              (3) certificates of deposit and eurodollar time deposits with
       maturities of one year or less from the date of acquisition, bankers'
       acceptances with maturities not exceeding six months and overnight bank
       deposits, in each case with any domestic commercial bank having capital
       and surplus in excess of $500 million;

              (4) repurchase obligations with a term of not more than seven days
       for underlying securities of the types described in clauses (2) and (3)
       entered into with any financial institution meeting the qualifications
       specified in clause (3) above;

              (5) commercial paper rated P-1, A-1 or the equivalent thereof by
       Moody's or S&P, respectively, and in each case maturing within six months
       after the date of acquisition;

              (6) investments in money market funds substantially all of the
       assets of which consist of securities described in the foregoing clauses
       (1) through (5); and

              (7) solely for purposes of any defeasance escrow or required
       collateral deposit, securities and other investments eligible for such
       purpose under the terms of the agreement or instrument pursuant to which
       such escrow or deposit is established.

              "Change in Control" means the occurrence after the Issue Date of
any of the following:

              (1) any Person (including any syndicate or group deemed to be a
       "person" under Section 13(d)(3) of the Exchange Act), other than Lennar,
       any Subsidiary, any employee benefit plan of Lennar or any Subsidiary, or
       Permitted Holders is or becomes the beneficial owner, directly or
       indirectly, through a purchase or other acquisition transaction or series
       of transactions (other than a merger or consolidation involving Lennar),
       of shares of Lennar's Capital Stock entitling such Person to exercise in
       excess of 50% of the total voting power of all shares of Lennar's Capital
       Stock entitled to vote generally in the election of directors;

              (2) Lennar consolidates with, or Lennar merges into, any other
       Person, any other Person merges into Lennar or Lennar sells or transfers
       its assets, as an entirety or substantially as an entirety, to another
       Person (other than (a) any such transaction pursuant to which the holders
       of Capital Stock of Lennar entitled to vote generally in the election of
       directors, immediately prior to such transaction have, directly or
       indirectly, shares of Capital Stock of the continuing or surviving
       corporation immediately after such transaction which entitle such holders
       to exercise in excess of 50% of the total voting power of all shares of
       Capital Stock of the continuing or surviving corporation entitled to vote
       generally in the election of directors and (b) any merger (i) which does
       not result in any reclassification,

                                      -4-
<PAGE>   11

       conversion, exchange or cancellation of the outstanding shares of
       Lennar's Common Equity or (ii) which Lennar effects solely to change the
       jurisdiction of its incorporation and results in a reclassification,
       conversion or exchange of outstanding shares of Lennar's Common Equity
       solely into shares of stock carrying substantially the same relative
       rights as such Common Equity); or

              (3) if the individuals who serve on Lennar's Board of Directors at
       the beginning of the two-year period immediately preceding such change
       (together with any other individual whose election to Lennar's Board of
       Directors or whose nomination for election by Lennar's stockholders was
       approved by a vote of at least a majority of the directors then in office
       either who were directors at the beginning of such period or whose
       election or nomination for election was previously so approved) cease for
       any reason to constitute a majority of the directors then in office.

       The term "beneficial owner" will be determined in accordance with Rule
13d-3 under the Exchange Act.

              "Change in Control Offer" has the meaning provided in Section
4.14.

              "Change in Control Purchase Date" has the meaning provided in
Section 4.14.

              "Commission" means the Securities and Exchange Commission.

              "Common Equity" of any Person means Capital Stock of such Person
that is generally entitled to (1) vote in the election of directors of such
Person or (2) if such Person is not a corporation, vote or otherwise participate
in the selection of the governing body, partners, managers or others that will
control the management or policies of such Person, but in either case excludes
Preferred Stock.

              "Consolidated Adjusted Tangible Assets" of Lennar as of any date
means the Consolidated Tangible Assets of Lennar and the Restricted Subsidiaries
at the end of the most recent fiscal quarter ending at least 45 days prior to
the date, less any assets securing any Non-Recourse Indebtedness, as determined
in accordance with GAAP.

              "Consolidated Cash Flow Available for Fixed Charges" means, for
any period, on a consolidated basis for Lennar and the Restricted Subsidiaries,
Consolidated Net Income for such period plus (each to the extent deducted in
calculating such Consolidated Net Income and determined in accordance with GAAP)
the sum for such period, without duplication, of:

              (1) income taxes,

              (2) Consolidated Interest Expense,

                                      -5-

<PAGE>   12

              (3) depreciation and amortization expenses and other non-cash
       charges to earnings and

              (4) interest and financing fees and expenses which were previously
       capitalized and which are amortized to cost of sales, minus all other
       non-cash items (other than the receipt of notes receivable) increasing
       such Consolidated Net Income.

              "Consolidated Fixed Charge Coverage Ratio" means, with respect to
any determination date, the ratio of (x) Consolidated Cash Flow Available for
Fixed Charges for the prior four full fiscal quarters (the "Four Quarter
Period") for which financial results have been reported immediately preceding
the determination date (the "Transaction Date"), to (y) the aggregate
Consolidated Interest Incurred for the Four Quarter Period. For purposes of this
definition, "Consolidated Cash Flow Available for Fixed Charges" and
"Consolidated Interest Incurred" shall be calculated after giving effect on a
pro forma basis for the period of such calculation to

              (1) the incurrence or the repayment, repurchase, defeasance or
       other discharge or the assumption by another Person that is not an
       Affiliate (collectively, "repayment") of any Indebtedness of Lennar or
       any Restricted Subsidiary (and the application of the proceeds thereof)
       giving rise to the need to make such calculation, and any incurrence or
       repayment of other Indebtedness (and the application of the proceeds
       thereof), at any time on or after the first day of the Four Quarter
       Period and on or prior to the Transaction Date, as if such incurrence or
       repayment, as the case may be (and the application of the proceeds
       thereof), occurred on the first day of the Four Quarter Period, except
       that Indebtedness under revolving credit facilities shall be deemed to be
       the average monthly balance of such Indebtedness during the Four Quarter
       Period (as reduced on such pro forma basis by the application of any
       proceeds of the incurrence of Indebtedness giving rise to the need to
       make such calculation);

              (2) any Asset Disposition or Asset Acquisition (including, without
       limitation, any Asset Acquisition giving rise to the need to make such
       calculation as a result of Lennar or any Restricted Subsidiary (including
       any Person that becomes a Restricted Subsidiary as a result of any such
       Asset Acquisition) incurring Acquired Indebtedness at any time on or
       after the first day of the Four Quarter Period and on or prior to the
       Transaction Date), as if such Asset Disposition or Asset Acquisition
       (including the incurrence or repayment of any such Indebtedness) and the
       inclusion, notwithstanding clause (2) of the definition of "Consolidated
       Net Income", of any actual Consolidated Cash Flow Available for Fixed
       Charges associated with such Asset Acquisition (without further
       adjustment), had occurred on the first day of the Four Quarter Period;
       provided, however, that the Consolidated Cash Flow Available for Fixed
       Charges associated with any Asset Acquisition shall not be included

                                      -6-
<PAGE>   13

       to the extent the net income included in that Consolidated Cash
       Flow Available for Fixed Charges would be excluded pursuant to the
       definition of "Consolidated Net Income", other than clause (2) thereof,
       if it applied to the Person or assets involved before they were acquired;

              (3) the Consolidated Cash Flow Available for Fixed Charges and the
       Consolidated Interest Incurred attributable to discontinued operations,
       as determined in accordance with GAAP, shall be excluded; and

              (4) solely for the purposes of this definition, the redesignation
       of an Unrestricted Subsidiary to be a Restricted Subsidiary shall be
       deemed to be an Asset Acquisition.

              Furthermore, in calculating "Consolidated Cash Flow Available for
Fixed Charges" for purposes of determining the denominator (but not the
numerator) of this "Consolidated Fixed Charge Coverage Ratio",

              (a) interest determined at a fluctuating rate on Indebtedness in
       respect of which a pro forma calculation is required (including
       Indebtedness actually incurred on the Transaction Date) which will
       continue to be so determined after the Transaction Date, shall be deemed
       to have accrued at a fixed rate per annum equal to the rate of interest
       on such Indebtedness in effect on the Transaction Date; and

              (b) notwithstanding clause (a) above, interest on such
       Indebtedness determined at a fluctuating rate, to the extent such
       interest is covered by Interest Protection Agreements, shall be deemed to
       accrue at the rate per annum resulting after giving effect to the
       operation of such agreements.

              "Consolidated Interest Expense" of Lennar for any period means the
Interest Expense of Lennar and the Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.

              "Consolidated Interest Incurred" for any period means the Interest
Incurred of Lennar and the Restricted Subsidiaries for such period, determined
on a consolidated basis in accordance with GAAP.

              "Consolidated Net Income" for any period means the aggregate net
income (or loss) of Lennar and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP; provided that there will be excluded
from such net income (loss) (to the extent otherwise included therein), without
duplication:

              (1) the net income (or loss) of (x) any Unrestricted Subsidiary or
       (y) any Person (other than a Restricted Subsidiary) in which any Person
       other than Lennar or any Restricted Subsidiary has an ownership interest,
       except, in each case, to the extent that any such income has actually

                                      -7-

<PAGE>   14

       been received by Lennar or any Restricted Subsidiary in the form of cash
       dividends or similar cash distributions during such period, which
       dividends or distributions are not in excess of Lennar's or such
       Restricted Subsidiary's (as applicable) pro rata share of such
       Unrestricted Subsidiary's or such other Person's net income earned during
       the period commencing with the first day of the fiscal quarter in which
       the Issue Date occurs and ending with the period of calculation (taken as
       a single accounting period),

              (2) except to the extent includable in Consolidated Net Income
       pursuant to the foregoing clause (1), the net income (or loss) of any
       Person that accrued prior to the date that (a) such Person becomes a
       Restricted Subsidiary or is merged with or into or consolidated with
       Lennar or any of its Restricted Subsidiaries (except, in the case of an
       Unrestricted Subsidiary that is redesignated a Restricted Subsidiary
       during such period, to the extent of its retained earnings from the
       beginning of such period to the date of such redesignation) or (b) the
       assets of such Person are acquired by Lennar or any Restricted
       Subsidiary,

              (3) the net income of any Restricted Subsidiary to the extent that
       (but only so long as) the declaration or payment of dividends or similar
       distributions by such Restricted Subsidiary of that income is not
       permitted by operation of the terms of its charter or any agreement,
       instrument, judgment, decree, order, statute, rule or governmental
       regulation applicable to that Restricted Subsidiary during such period,

              (4) the gains or losses, together with any related provision for
       taxes, realized during such period by Lennar or any Restricted Subsidiary
       resulting from (a) the acquisition of securities, or extinguishment of
       Indebtedness, of Lennar or any Restricted Subsidiary or (b) any Asset
       Disposition by Lennar or any Restricted Subsidiary,

              (5) any extraordinary gain or loss together with any related
       provision for taxes, realized by Lennar or any Restricted Subsidiary, and

              (6) any non-recurring expense recorded by Lennar or any Restricted
       Subsidiary in connection with a merger accounted for as a
       "pooling-of-interests" transaction;

provided, further, that for purposes of calculating Consolidated Net Income
solely as it relates to clause (3) of the first paragraph of Section 4.10,
clause (4)(b) above shall not be applicable.

              "Consolidated Net Worth" of any Person as of any date means the
stockholders' equity (including any Preferred Stock that is classified as equity
under GAAP, other than Disqualified Stock) of such Person and its Restricted
Subsidiaries on a consolidated basis at the end of the fiscal quarter
immediately
                                      -8-
<PAGE>   15
preceding such date, as determined in accordance with GAAP, less any amount
attributable to Unrestricted Subsidiaries.

                  "Consolidated Tangible Assets" of Lennar as of any date means
the total amount of assets of Lennar and its Restricted Subsidiaries (less
applicable reserves) on a consolidated basis at the end of the fiscal quarter
immediately preceding such date, as determined in accordance with GAAP, less (1)
Intangible Assets and (2) appropriate adjustments on account of minority
interests of other Persons holding equity investments in Restricted
Subsidiaries.

              "Control", when used with respect to any Person, means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

              "Consolidation" means, with respect to any Person, the
consolidation of the accounts of the Subsidiaries of such Person with those of
such Person, all in accordance with GAAP. The term "consolidated" has a
correlative meaning to the foregoing.

              "Corporate Trust Office" means the office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office at the date of execution of this Indenture is located at 1 Bank One
Plaza, Suite IL 1-0126, Chicago, Illinois 60670-0126.

              "Covenant Defeasance" has the meaning set forth in Section 8.1.

              "Credit Facilities" means, collectively, each of the credit
facilities and lines of credit of Lennar or one or more Restricted Subsidiaries
in existence on the date of the Indenture and one or more other facilities or
lines of credit among or between Lennar or one or more Restricted Subsidiaries
and one or more lenders pursuant to which Lennar or any Restricted Subsidiary
may incur indebtedness for working capital and general corporate purposes
(including acquisitions), as any such facility or line of credit may be amended,
restated, supplemented or otherwise modified from time to time, and includes any
agreement extending the maturity of, increasing the amount of, or restructuring,
all or any portion of the Indebtedness under such facility or line of credit or
any successor facilities or lines of credit and includes any facility or line of
credit with one or more lenders refinancing or replacing all or any portion of
the Indebtedness under such facility or line of credit or any successor facility
or line of credit.

              "Currency Agreement" of any Person means any foreign exchange
contract, currency swap agreement or other similar agreement or arrangement
designed to protect such Person or any of its Subsidiaries against fluctuations
in currency values.

              "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

                                      -9-
<PAGE>   16

              "Default" means any event, act or condition that is, or after
notice or the passage of time or both would be, an Event of Default.

              "Depository" means The Depository Trust Company, its nominees and
successors.

              "Designation Amount" has the meaning provided in the definition of
Unrestricted Subsidiary.

              "Disqualified Stock" means any Capital Stock that, by its terms
(or by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, (1) matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
final maturity date of the Notes or (2) is convertible into or exchangeable or
exercisable for (whether at the option of the issuer or the holder thereof) (a)
debt securities or (b) any Capital Stock referred to in (1) above, in each case,
at any time prior to the final maturity date of the Notes; provided, however,
that any Capital Stock that would not constitute Disqualified Stock but for
provisions thereof giving holders thereof (or the holders of any security into
or for which such Capital Stock is convertible, exchangeable or exercisable) the
right to require Lennar to repurchase or redeem such Capital Stock upon the
occurrence of a change in control occurring prior to the final maturity date of
the Notes shall not constitute Disqualified Stock if the change in control
provisions applicable to such Capital Stock are no more favorable to such
holders than the provisions described under Section 4.14 and such Capital Stock
specifically provides that Lennar will not repurchase or redeem any such Capital
Stock pursuant to such provisions prior to Lennar's repurchase of the Notes as
may be required pursuant to the provisions described under Section 4.14.

              "Equity Offering" means an underwritten public offering of Common
Equity of Lennar pursuant to an effective registration statement filed under the
Securities Act (excluding registration statements filed on Form S-8 or any
successor form) or a private placement of Common Equity of Lennar.

              "Event of Default" has the meaning provided in Section 6.1.

              "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto.

              "Exchange Notes" means the 9.95% Senior Notes due 2010, Series B
to be issued in exchange for the Initial Notes pursuant to the Registration
Rights Agreement or, with respect to Initial Notes issued under this Indenture
subsequent to the Issue Date pursuant to Section 2.2, a registration rights
agreement substantially identical to the Registration Rights Agreement.

              "Exchange Offer" has the meaning provided in the Registration
Rights Agreement.

                                      -10-

<PAGE>   17

              "Fair Market Value" means, with respect to any asset (and except
as otherwise provided under Section 4.10, the price (after taking into account
any liabilities relating to such assets) that would be negotiated in an
arm's-length transaction for cash between a willing seller and a willing and
able buyer, neither of which is under any compulsion to complete the
transaction, as such price is determined in good faith by the Board of Directors
of Lennar or a duly authorized committee thereof, as evidenced by a resolution
of such Board or committee.

              "Foreign Subsidiary" means any Subsidiary incorporated under the
laws of any jurisdiction other than the United States of America, any State
thereof, the District of Columbia, Puerto Rico, or any territory or possession
of the United States of America.

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

              "Global Note" has the meaning provided in Section 2.1.

              "guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness or other obligation
of any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (1) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation of such other Person (whether arising by virtue
of partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (2) entered into for purposes of assuring
in any other manner the obligee of such Indebtedness or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part) (but if in part, only to the extent thereof); provided,
however, that the term "guarantee" shall not include (A) endorsements for
collection or deposit in the ordinary course of business and (B) guarantees
(other than guarantees of Indebtedness) by Lennar in respect of assisting one or
more Subsidiaries in the ordinary course of their respective businesses,
including without limitation guarantees of trade obligations and operating
leases, on ordinary business terms. The term "guarantee" used as a verb has a
corresponding meaning.

              "Guarantors" means (1) initially, each of the Restricted
Subsidiaries on the Issue Date, and (2) each of Lennar's Subsidiaries which
becomes a guarantor of the Notes pursuant to the provisions of this Indenture.

                                      -11-
<PAGE>   18

              "Holder" means the Person in whose name a Note is registered in
the books of the Registrar for the Notes.

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

              "incurrence" has the meaning set forth in Section 4.12.

              "Indebtedness" of any Person means, without duplication,

              (1) any liability of such Person (a) for borrowed money or under
       any reimbursement obligation relating to a letter of credit or other
       similar instruments (other than standby letters of credit or similar
       instrument issued for the benefit of or surety, performance, completion
       or payment bonds, earnest money notes or similar purpose undertakings or
       indemnifications issued by, such Person in the ordinary course of
       business), (b) evidenced by a bond, note, debenture or similar instrument
       (including a purchase money obligation) given in connection with the
       acquisition of any businesses, properties or assets of any kind, in
       connection with services rendered, or in connection with capital
       expenditures (other than any obligation to pay a contingent purchase
       price which, as of the date of incurrence thereof is not required to be
       recorded as a liability in accordance with GAAP), (c) in respect of
       Capitalized Lease Obligations (to the extent of the Attributable Debt in
       respect thereof) or (d) in respect of Disqualified Stock,

              (2) any Indebtedness of others that such Person has guaranteed to
       the extent of the guarantee,

              (3) to the extent not otherwise included, the obligations of such
       Person under Currency Agreements or Interest Protection Agreements to the
       extent recorded as liabilities not constituting Interest Incurred, net of
       amounts recorded as assets in respect of such agreements, in accordance
       with GAAP, and

              (4) all Indebtedness of others secured by a Lien on any asset of
       such Person, whether or not such Indebtedness is assumed by such Person;

provided, that Indebtedness shall not include accounts payable, liabilities to
trade creditors of such Person or other accrued expenses arising in the ordinary
course of business. The amount of Indebtedness of any Person at any date shall
be (a) the outstanding balance at such date of all unconditional obligations as
described above, net of any unamortized discount to be accounted for as Interest
Expense, in accordance with GAAP, (b) the maximum liability of such Person for
any contingent obligations under clause (2) above at such date, net of any
unamortized discount to be accounted for as Interest Expense in accordance with
GAAP, and (c) in the case of clause (4) above, the lesser of (x) the fair market
value of any asset subject to a

                                      -12-
<PAGE>   19

Lien securing the Indebtedness of others on the date that the Lien attaches and
(y) the amount of the Indebtedness secured. Neither the accretion of discount
nor the accrual of interest shall be deemed to give rise to the incurrence of
Indebtedness.

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

              "Initial Notes" means, collectively, (i) the 9.95% Senior Notes
due 2010, Series A, of Lennar issued on the Issue Date and (ii) one or more
series of 9.95% Senior Notes due 2010 that are issued under this Indenture
subsequent to the Issue Date pursuant to Section 2.2, in each case for so long
as such securities constitute Restricted Securities.

              "Initial Purchasers" means Deutsche Bank Securities Inc., Banc One
Capital Markets, Inc., Banc of America Securities LLC, Credit Lyonnais
Securities (USA) Inc. and Wachovia Securities, Inc.

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

              "Intangible Assets" of Lennar means all unamortized debt discount
and expense, unamortized deferred charges, goodwill, patents, trademarks,
service marks, trade names, copyrights, write-ups of assets over their prior
carrying value (other than write-ups which occurred prior to the Issue Date and
other than, in connection with the acquisition of an asset, the write-up of the
value of such asset (within one year of its acquisition) to its fair market
value in accordance with GAAP) and all other items which would be treated as
intangible on the consolidated balance sheet of Lennar and the Restricted
Subsidiaries prepared in accordance with GAAP.

              "interest" means, when used with respect to any Note, the amount
of all interest accruing on such Note, including any applicable defaulted
interest pursuant to Section 2.12 and any Additional Interest pursuant to the
Registration Rights Agreement.

              "Interest Expense" of any Person for any period means, without
duplication, the aggregate amount of (1) interest which, in conformity with
GAAP, would be set opposite the caption "interest expense" or any like caption
on an income statement for such Person (including, without limitation, imputed
interest included in Capitalized Lease Obligations, all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers'
acceptance financing, the net costs (but reduced by net gains) associated with
Currency Agreements and Interest Protection Agreements, amortization of other
financing fees and expenses, the interest portion of any deferred payment
obligation, amortization of discount or premium, if any, and all other noncash
interest expense other than interest and other

                                      -13-

<PAGE>   20

charges amortized to cost of sales), and (2) all interest actually paid by
Lennar or a Restricted Subsidiary under any guarantee of Indebtedness
(including, without limitation, a guarantee of principal, interest or any
combination thereof) of any Person other than Lennar or any Restricted
Subsidiary during such period; provided, that Interest Expense shall exclude any
expense associated with the complete write-off of financing fees and expenses in
connection with the repayment of any Indebtedness.

              "Interest Incurred" of any Person for any period means, without
duplication, the aggregate amount of (1) Interest Expense and (2) all
capitalized interest and amortized debt issuance costs.

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

              "Interest Protection Agreement" of any Person means any interest
rate swap agreement, interest rate collar agreement, option or futures contract
or other similar agreement or arrangement designed to protect such Person or any
of its Subsidiaries against fluctuations in interest rates with respect to Debt
permitted to be incurred under the Indenture.

              "Internal Revenue Code" means the Internal Revenue Code of 1986,
as amended to the date hereof and from time to time hereafter.

              "Investments" of any Person means (1) all investments by such
Person in any other Person in the form of loans, advances or capital
contributions, (2) all guarantees of Indebtedness or other obligations of any
other Person by such Person, (3) all purchases (or other acquisitions for
consideration) by such Person of Indebtedness, Capital Stock or other securities
of any other Person and (4) all other items that would be classified as
investments in any other Person (including, without limitation, purchases of
assets outside the ordinary course of business) on a balance sheet of such
Person prepared in accordance with GAAP.

              "Issue Date" means the date on which the Notes are originally
issued under the Indenture.

              "Land Partnership" has the meaning provided in Section 4.11.

              "Lennar" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means such
successor and also includes for the purposes of any provision contained herein
and required by the TIA any other obligor on the Notes.

              "Legal Defeasance" has the meaning set forth in Section 8.1.

              "Legal Holiday" has the meaning provided in Section 11.7.

                                      -14-

<PAGE>   21

              "Lien" means, with respect to any Property, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
Property. For purposes of this definition, a Person shall be deemed to own,
subject to a Lien, any Property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such Property.

              "Marketable Securities" means (1) equity securities that are
listed on the New York Stock Exchange, the American Stock Exchange or The Nasdaq
National Market and (2) debt securities that are rated by a nationally
recognized rating agency, listed on the New York Stock Exchange or the American
Stock Exchange or covered by at least two reputable market makers.

              "Maturity Date" means May 1, 2010.

              "Moody's" means Moody's Investors Service, Inc. or any successor
to its debt rating business.

              "Net Cash Proceeds" means, with respect to an Asset Disposition,
cash payments received (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise
(including any cash received upon sale or disposition of such note or
receivable), but only as and when received), excluding any other consideration
received in the form of assumption by the acquiring Person of Indebtedness or
other obligations relating to the Property disposed of in such Asset Disposition
or received in any other non-cash form unless and until such non-cash
consideration is converted into cash therefrom, in each case, net of all legal,
title and recording tax expenses, commissions and other fees and expenses
incurred, and all federal, state and local taxes required to be accrued as a
liability under GAAP as a consequence of such Asset Disposition, and in each
case net of a reasonable reserve for the after-tax cost of any indemnification
or other payments (fixed and contingent) attributable to the seller's
indemnities or other obligations to the purchaser undertaken by Lennar or any of
its Restricted Subsidiaries in connection with such Asset Disposition, and net
of all payments made on any Indebtedness which is secured by or relates to such
Property, in accordance with the terms of any Lien or agreement upon or with
respect to such Property (including the terms of any consent to such sale or
other disposition) or which must by its terms or by applicable law be repaid out
of the proceeds from such Asset Disposition, and net of all contractually
required distributions and payments made to minority interest holders in
Restricted Subsidiaries or joint ventures as a result of such Asset Disposition.

              "Non-Recourse Indebtedness" with respect to any Person means
Indebtedness of such Person for which (1) the sole legal recourse for collection
of required amounts due on such Indebtedness is against the specific property
identified in the instruments evidencing or securing such Indebtedness and
(except

                                      -15-

<PAGE>   22

in the case of Non-Recourse Indebtedness that is Refinancing Indebtedness) such
property was acquired with the proceeds of such Indebtedness or such
Indebtedness was incurred within 90 days after the acquisition of such property
and (2) no other assets of such Person may be realized upon in collection of
principal or interest on such Indebtedness. Indebtedness which is otherwise
Non-Recourse Indebtedness will not lose its character as Non-Recourse
Indebtedness because there is recourse to the borrower, any guarantor or any
other Person for (a) environmental warranties and indemnities, or (b)
indemnities for and liabilities arising from fraud, misrepresentation,
misapplication or non-payment of rents, profits, insurance and condemnation
proceeds and other sums actually received by the borrower from secured assets to
be paid to the lender, waste and mechanics' liens.

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

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

              "Obligations" means all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

              "Officer" means, with respect to any Person, the Chairman of the
Board of Directors, the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Treasurer, the Controller, or the
Secretary of such Person, or any other officer designated by the Board of
Directors serving in a similar capacity.

              "Officers' Certificate" means a certificate signed by the Chairman
of the Board of Directors, the Chief Executive Officer, the President or any
Vice President and the Chief Financial Officer, Controller or any Treasurer of
Lennar and otherwise complying with the requirements of Section 11.4 and 11.5.

              "Opinion of Counsel" means a written opinion from legal counsel
who is reasonably acceptable to the Trustee complying with the requirements of
Sections 11.4 and 11.5, as they relate to the giving of an Opinion of Counsel.

              "Paying Agent" has the meaning provided in Section 2.3.

              "Permitted Holders" mean any holders of Lennar's outstanding Class
B Common Stock as of the Issue Date and any permitted transferees of Class B
Common Stock under the terms of Lennar's Certificate of Incorporation as it
exists on the Issue Date.

                                      -16-



<PAGE>   23

              "Permitted Indebtedness" means

              (1) Indebtedness of Lennar or any Restricted Subsidiary under
       Credit Facilities which does not exceed $1,500 million principal amount
       outstanding at any one time, less, without duplication, the amount of all
       mandatory reductions effected under the terms of the Senior Secured
       Credit Facilities as in effect on the Issue Date, and the amount of all
       permanent reductions thereto in connection with Asset Dispositions;

              (2) intercompany debt obligations of Lennar to any Restricted
       Subsidiary and of any Restricted Subsidiary to Lennar or any other
       Restricted Subsidiary; provided, however, that any Indebtedness of any
       Restricted Subsidiary or Lennar owed to any Restricted Subsidiary that
       ceases to be a Restricted Subsidiary shall be deemed to be incurred and
       shall be treated as an incurrence for purposes of the first paragraph of
       Section 4.12 at the time the Restricted Subsidiary in question ceases to
       be a Restricted Subsidiary;

              (3) Indebtedness of Lennar or any Restricted Subsidiary under any
       Currency Agreements or Interest Protection Agreements in a notional
       amount no greater than the payments due (at the time the related Currency
       Agreement or Interest Protection Agreement is entered into) with respect
       to the Indebtedness or currency being hedged;

              (4) Purchase Money Indebtedness and Attributable Debt in respect
       of Capitalized Lease Obligations of Lennar and any Restricted Subsidiary
       Guarantor; and

              (5) Indebtedness of Lennar or any Restricted Subsidiary which,
       together with all other Indebtedness under this clause (5), does not
       exceed $100 million aggregate principal amount outstanding at any one
       time.

              "Permitted Investment" means:

              (1) Cash Equivalents;

              (2) any Investment in Lennar or any Restricted Subsidiary or any
       Person that becomes a Restricted Subsidiary as a result of such
       Investment or that is consolidated or merged with or into, or transfers
       all or substantially all of its assets or an operating unit or line of
       business to, Lennar or a Restricted Subsidiary;

              (3) any receivables, loans or other consideration taken by Lennar
       or any Restricted Subsidiary in connection with any asset sale otherwise
       permitted by the Indenture;

              (4) Investments received in connection with any bankruptcy or
       reorganization proceeding, or as a result of foreclosure, perfection or
       enforcement of any Lien or any judgment or settlement of any Person in
       exchange for or satisfaction of Indebtedness or other obligations or
       other

                                      -17-
<PAGE>   24

       property received from such Person, or for other liabilities or
       obligations of such Person created, in accordance with the terms of the
       Indenture;

              (5) Investments in Currency Agreements or Interest Protection
       Agreements described in the definition of Permitted Indebtedness;

              (6) loans or advances to officers, directors and employees of
       Lennar or any Restricted Subsidiary made in the ordinary course of
       business; provided, however, that and aggregate principal amount of all
       such loans and advances outstanding at any one time does not exceed $5
       million and any such loan or advance exceeding $500,000 shall have been
       approved by the Board of Directors of Lennar or a committee thereof
       consisting of disinterested members;

              (7) Investments in joint ventures in a Real Estate Business with
       unaffiliated third parties in an aggregate amount at any time outstanding
       not to exceed 10% of Consolidated Tangible Assets at such time;

              (8) Investments in interests in collateralized mortgage
       obligations, mortgages, mortgage loan servicing or other mortgage related
       assets; and

              (9) Investments in an aggregate amount outstanding not to exceed
       $50 million.

              "Permitted Liens" means:

              (1) Liens for taxes, assessments or governmental or
       quasi-government charges or claims that (a) are not yet delinquent, (b)
       are being contested in good faith by appropriate proceedings and as to
       which appropriate reserves have been established or other provisions have
       been made in accordance with GAAP, if required, or (c) encumber solely
       property abandoned or in the process of being abandoned,

              (2) statutory Liens of landlords and carriers', warehousemen's,
       mechanics', suppliers', materialmen's, repairmen's or other Liens imposed
       by law and arising in the ordinary course of business and with respect to
       amounts that, to the extent applicable, either (a) are not yet delinquent
       or (b) are being contested in good faith by appropriate proceedings and
       as to which appropriate reserves have been established or other
       provisions have been made in accordance with GAAP, if required,

              (3) Liens (other than any Lien imposed by the Employer Retirement
       Income Security Act of 1974, as amended) incurred or deposits made in the
       ordinary course of business in connection with workers' compensation,
       unemployment insurance and other types of social security,

              (4) Liens incurred or deposits made to secure the performance of
       tenders, bids, leases, statutory obligations,

                                      -18-

<PAGE>   25

       surety and appeal bonds, development obligations, progress payments,
       government contacts, utility services, developer's or other obligations
       to make on-site or off-site improvements and other obligations of like
       nature (exclusive of obligations for the payment of borrowed money but
       including the items referred to in the parenthetical in clause (1)(a) of
       the definition of "Indebtedness"), in each case incurred in the ordinary
       course of business of Lennar and the Restricted Subsidiaries,

              (5) attachment or judgment Liens not giving rise to a Default or
       an Event of Default,

              (6) easements, dedications, assessment district or similar liens
       in connection with municipal or special district financing,
       rights-of-way, restrictions, reservations and other similar charges,
       burdens, and other similar charges or encumbrances not materially
       interfering with the ordinary course of business of Lennar and the
       Restricted Subsidiaries,

              (7) zoning restrictions, licenses, restrictions on the use of real
       property or minor irregularities in title thereto, which do not
       materially impair the use of such real property in the ordinary course of
       business of Lennar and the Restricted Subsidiaries,

              (8) Liens securing (a) Indebtedness under Lennar's existing Senior
       Notes, (b) Indebtedness of Lennar and its Restricted Subsidiaries
       incurred under Credit Facilities, and (c) Indebtedness of Lennar and its
       Restricted Subsidiaries that has been or is being defeased,

              (9) Liens securing Non-Recourse Indebtedness of Lennar or any
       Restricted Subsidiary Guarantor,

              (10) Liens securing Purchase Money Indebtedness of Lennar or any
       Restricted Subsidiary Guarantor,

              (11) Liens on property or assets of Lennar or any Restricted
       Subsidiary securing Indebtedness of Lennar or any Restricted Subsidiary
       owing to Lennar or one or more Restricted Subsidiaries,

              (12) leases or subleases granted to others not materially
       interfering with the ordinary course of business of Lennar and the
       Restricted Subsidiaries,

              (13) Liens on property that is the subject of Capitalized Lease
       Obligations of Lennar or any Restricted Subsidiary Guarantor,

              (14) any right of first refusal, right of first offer, option,
       contract or other agreement to sell an asset; provided, that such sale is
       not otherwise prohibited under the Indenture,

                                      -19-


<PAGE>   26


              (15) any right of a lender or lenders to which Lennar or a
       Restricted Subsidiary may be indebted to offset against, or appropriate
       and apply to the payment of such, Indebtedness any and all balances,
       credits, deposits, accounts or money of Lennar or a Restricted Subsidiary
       with or held by such lender or lenders or its Affiliates,

              (16) any pledge or deposit of cash or property in conjunction with
       obtaining surety, performance, completion or payment bonds and letters of
       credit or other similar instruments or providing earnest money
       obligations, escrows or similar purpose undertakings or indemnifications
       in the ordinary course of business of Lennar and its Restricted
       Subsidiaries,

              (17) Liens for homeowner and property owner association
       developments and assessments,

              (18) Liens securing Refinancing Indebtedness permitted under the
       Indenture; provided, that such Liens extend only to the assets securing
       the Indebtedness being refinanced,

              (19) Liens incurred in the ordinary course of business as security
       for the obligations of Lennar and its Restricted Subsidiaries with
       respect to indemnification in respect of title insurance providers, and

              (20) any arrangement with any Person providing for the leasing by
       Lennar or any Restricted Subsidiary, as lessee, of a model home in their
       communities, which home has been or is to be sold or transferred by
       Lennar or such Restricted Subsidiary to such Person.

              "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

              "Physical Notes" has the meaning provided in Section 2.1.

              "Preferred Stock" of any Person means all Capital Stock of such
Person which has a preference in liquidation or with respect to the payment of
dividends.

              "principal" of any Indebtedness (including the Notes) means the
principal amount of such Indebtedness determined in accordance with GAAP.

              "Private Exchange Notes" shall have the meaning provided in the
Registration Rights Agreement.

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

                                      -20-


<PAGE>   27

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

              "Purchase Money Indebtedness" means Indebtedness of Lennar or any
Restricted Subsidiary Guarantor incurred for the purpose of financing all or any
part of the purchase price, or the cost of construction or improvement, of any
property to be used in the ordinary course of business by Lennar and the
Restricted Subsidiaries; provided, however, that (1) the aggregate principal
amount of such Indebtedness shall not exceed such purchase price or cost and (2)
such Indebtedness shall be incurred no later than 90 days after the acquisition
of such property or completion of such construction or improvement.

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

              "Qualified Stock" means Capital Stock of Lennar other than
Disqualified Stock.

              "Real Estate Business" means homebuilding, housing construction,
home sales, real estate development or construction and related real estate
activities, including the provision of mortgage financing, title insurance and
other goods and services to home buyers, home owners and other occupants of
homes, including without limitation, cable TV services, home security, home
design, broadband communications and other communications services and home
office support services.

              "Record Date" means the Record Dates specified in the Notes.

              "Redemption Date" means, when used with respect to any Note to be
redeemed, the date fixed for such redemption pursuant to this Indenture and the
Notes.

              "Redemption Price" means, when used with respect to any Note to be
redeemed, the price fixed for such redemption, including principal and premium,
if any, pursuant to this Indenture and the Notes.

              "Reference Date" has the meaning set forth in Section 4.10.

              "Refinance" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.

              "Refinancing Indebtedness" means (i) Indebtedness (to the extent
not Permitted Indebtedness) that refunds, refinances or extends any Indebtedness
of Lennar or any Restricted Subsidiary outstanding on the Issue Date or other
Indebtedness

                                      -21-


<PAGE>   28

(to the extent not Permitted Indebtedness) permitted to be incurred
by Lennar or any Restricted Subsidiary pursuant to the terms of the Indenture
and (ii) Indebtedness (to the extent not Permitted Indebtedness) of a Restricted
Subsidiary Guarantor that refunds, refinances or extends any Indebtedness of
such Restricted Subsidiary outstanding on the Issue Date or other Indebtedness
(to the extent not Permitted Indebtedness) permitted to be incurred by such
Restricted Subsidiary pursuant to the terms of the Indenture, but, in either
case, only to the extent that

              (1) the Refinancing Indebtedness is subordinated to the Notes or
       the Guarantees, as the case may be, to the same extent as the
       Indebtedness being refunded, refinanced or extended, if at all,

              (2) the Refinancing Indebtedness is scheduled to mature either (a)
       no earlier than the Indebtedness being refunded, refinanced or extended
       or (b) after the maturity date of the Notes,

              (3) the portion, if any, of the Refinancing Indebtedness that is
       scheduled to mature on or prior to the maturity date of the Notes has a
       Weighted Average Life to Maturity at the time such Refinancing
       Indebtedness is incurred that is equal to or greater than the Weighted
       Average Life to Maturity of the portion of the Indebtedness being
       refunded, refinanced or extended that is scheduled to mature on or prior
       to the maturity date of the Notes, and

              (4) such Refinancing Indebtedness is in an aggregate principal
       amount that is equal to or less than the sum of (a) the aggregate
       principal amount then outstanding under the Indebtedness being refunded,
       refinanced or extended, (b) accrued interest and premiums thereon, and
       (c) the reasonable fees and expenses incurred by Lennar or such
       Restricted Subsidiary Guarantor in connection with such refinancing.

              "Registrar" has the meaning provided in Section 2.3.

              "Registration Rights Agreement" means the Registration Rights
Agreement dated as of the Issue Date among Lennar, the Guarantors and the
Initial Purchasers.

              "Regulation S" means Regulation S under the Securities Act.

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

              "Required Rating" means (i) following any period during which the
ratings on the Notes are not at least as high as those described in clause (ii)
hereof, ratings on the Notes of at least BBB- by S&P and Baa3 by Moody's and
(ii) at all other times,

                                      -22-
<PAGE>   29

ratings on the Notes of at least (x) BBB- by S&P and Ba1 or lower by Moody's or
(y) Baa3 by Moody's and BB+ or lower by S&P.

              "Restricted Payment" means any of the following:

              (1) the declaration or payment of any dividend or any other
       distribution on Capital Stock of Lennar or any Restricted Subsidiary or
       any payment made to the direct or indirect holders (in their capacities
       as such) of Capital Stock of Lennar or any Restricted Subsidiary (other
       than (a) dividends or distributions payable solely in Qualified Stock and
       (b) in the case of Restricted Subsidiaries, dividends or distributions
       payable to Lennar or to a Restricted Subsidiary);

              (2) the purchase, redemption or other acquisition or retirement
       for value of any Capital Stock of Lennar or any Restricted Subsidiary
       (other than a payment made to Lennar or any Restricted Subsidiary);

              (3) any Investment (other than any Permitted Investment),
       including any Investment in an Unrestricted Subsidiary (including by the
       designation of a Subsidiary of Lennar as an Unrestricted Subsidiary); and

              (4) any principal payment on, purchase, defeasance, redemption,
       prepayment, decrease or other acquisition or retirement for value, prior
       to scheduled final maturity, scheduled repayment or scheduled sinking
       fund payment, of any Indebtedness of Lennar or any Subsidiary that is
       subordinate or junior in right of payment to the Notes or any Guarantee.

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

              "Restricted Subsidiary" means any Subsidiary of Lennar which is
not an Unrestricted Subsidiary.

              "Restricted Subsidiary Guarantor" means any Subsidiary that is a
Guarantor.

              "Rule 144A" means Rule 144A under the Securities Act.

              "S&P" means Standard and Poor's Ratings Group or any successor to
its debt rating business.

              "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

              "Senior Notes" means Lennar's 7-5/8% Senior Notes due 2009 and its
Zero Coupon Senior Convertible Debentures due 2018.

                                      -23-

<PAGE>   30

              "Senior Secured Credit Facilities" means the senior secured credit
facilities to be entered into on or before the Issue Date by Lennar, U.S. Home,
Bank One, NA, Bankers Trust Company and the other banks party thereto.

              "Significant Subsidiary" means any Subsidiary of Lennar which
would constitute a "significant subsidiary" as defined in Rule 1-02 of
Regulation S-X under the Securities Act and the Exchange Act.

              "Subsidiary" of any Person means any corporation or other entity
of which a majority of the Capital Stock having ordinary voting power to elect a
majority of the Board of Directors or other persons performing similar functions
is at the time directly or indirectly owned or controlled by such Person.

              "Successor" has the meaning provided in Section 5.1.

              "Tender Offer and Consent Solicitation" means the tender offer and
consent solicitation commenced by Len Acquisition Corporation on March 31, 2000,
with regard to the U.S. Home Existing Debt Issues.

              "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb), as amended, as in effect on the date of this Indenture, except as
otherwise provided in Section 9.3.

              "Trustee" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions of this Indenture and
thereafter means such successor.

              "Trust Officer" means any officer or assistant officer of the
Trustee assigned by the Trustee to administer this Indenture, or in the case of
a successor trustee, an officer assigned to the department, division or group
performing the corporation trust work of such successor and assigned to
administer this Indenture.

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

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

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

              "Unrestricted Subsidiary" means (i) Universal American Mortgage
Company, U.S. Home Mortgage Corporation, USH Funding Corp., Fidelity Guaranty
and Acceptance Corporation, U.S. Home Acceptance Corporation, U.S. Home
Insurors, Inc., Texas-Wide General Agency, Inc., U.S. Home Insurance Agency,
Inc. and Hometrust Insurance Company and (ii) any other Subsidiary of

                                      -24-
<PAGE>   31

Lennar so designated by a resolution adopted by the Board of Directors of
Lennar or a duly authorized committee thereof as provided below; provided that
(a) the holders of Indebtedness thereof do not have direct or indirect recourse
against Lennar or any Restricted Subsidiary, and neither Lennar nor any
Restricted Subsidiary otherwise has liability for, any payment obligations in
respect of such Indebtedness (including any undertaking, agreement or instrument
evidencing such Indebtedness), except, in each case, to the extent that the
amount thereof constitutes a Restricted Payment permitted by the Indenture, in
the case of Non-Recourse Indebtedness, to the extent such recourse or liability
is for the matters discussed in the last sentence of the definition of
"Non-Recourse Indebtedness", or to the extent such Indebtedness is a guarantee
by such Subsidiary of Indebtedness of Lennar or a Restricted Subsidiary and (b)
no holder of any Indebtedness of such Subsidiary shall have a right to declare a
default on such Indebtedness or cause the payment thereof to be accelerated or
payable prior to its stated maturity as a result of a default on any
Indebtedness of Lennar or any Restricted Subsidiary.

              Subject to the foregoing, the Board of Directors of Lennar or a
duly authorized committee thereof may designate any Subsidiary to be an
Unrestricted Subsidiary; provided, however, that (1) the net amount (the
"Designation Amount") then outstanding of all previous Investments by Lennar and
the Restricted Subsidiaries in such Subsidiary will be deemed to be a Restricted
Payment at the time of such designation and will reduce the amount available for
Restricted Payments under Section 4.10, to the extent provided therein, (2)
Lennar must be permitted under Section 4.10 to make the Restricted Payment
deemed to have been made pursuant to clause (1), (3) such Subsidiary does not
own any Preferred Stock in any other Restricted Subsidiary (other than in a
Subsidiary of such Subsidiary), and (4) after giving effect to such designation,
no Default or Event of Default shall have occurred or be continuing. In
accordance with the foregoing, and not in limitation thereof, Investments made
by any Person in any Subsidiary of such Person prior to such Person's merger
with Lennar or any Restricted Subsidiary (but not in contemplation or
anticipation of such merger) shall not be counted as an Investment by Lennar or
such Restricted Subsidiary if such Subsidiary of such Person is designated as an
Unrestricted Subsidiary.

              The Board of Directors of Lennar or a duly authorized committee
thereof may also redesignate an Unrestricted Subsidiary to be a Restricted
Subsidiary; provided, however, that (1) the Indebtedness of such Unrestricted
Subsidiary as of the date of such redesignation could then be incurred under
Section 4.12 and (2) immediately after giving effect to such redesignation and
the incurrence of any such additional Indebtedness, Lennar and the Restricted
Subsidiaries could incur $1.00 of additional Indebtedness under the first
paragraph of Section 4.12. Any such designation or redesignation by the Board of
Directors of Lennar or a committee thereof will be evidenced to the Trustee by
the filing with the Trustee of a certified copy of the resolution of the Board
of Directors of Lennar or a committee thereof giving

                                      -25-
<PAGE>   32

effect to such designation or redesignation and an Officers' Certificate
certifying that such designation or redesignation complied with the foregoing
conditions and setting forth the underlying calculations of such Officers'
Certificate.

              The designation of any Person as an Unrestricted Subsidiary shall
be deemed to include a designation of all Subsidiaries of such Person as
Unrestricted Subsidiaries; provided, however, that the ownership of the general
partnership interest (or a similar member's interest in a limited liability
company) by an Unrestricted Subsidiary in a Subsidiary of Lennar of which more
than 95% of the equity interest is held by Lennar or one or more Restricted
Subsidiaries shall not cause the Subsidiary to be deemed an Unrestricted
Subsidiary.

              "U.S. Home" means U.S. Home Corporation.

              "U.S. Home Existing Debt Issues" means U.S. Home's 7.95% Senior
Notes due 2001, its 8.25% Senior Notes due 2004, its 7.75% Senior Notes due
2005, its 8.88% Senior Subordinated Notes due 2007 and its 8.875% Senior
Subordinated Notes due 2009.

              "Weighted Average Life to Maturity" means, when applied to any
Indebtedness or portion thereof at any date, the number of years obtained by
dividing (i) the sum of the products obtained by multiplying (a) the amount of
each then remaining installment, sinking fund, serial maturity or other required
payment of principal, including, without limitation, payment at final maturity,
in respect thereof, by (b) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment
by (ii) the sum of all such payments described in clause (i)(a) above.

              SECTION 1.2. Incorporation by Reference of TIA.

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

              "indenture securities" means the Notes.

              "indenture security holder" means a Holder.

              "indenture to be qualified" means this Indenture and the
Guarantees.

              "indenture trustee" or "institutional trustee" means the Trustee.

              "obligor" on the indenture securities means Lennar or any other
obligor on the Notes.

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

                                      -26-

<PAGE>   33


              SECTION 1.3. Rules of Construction.

              Unless the context otherwise requires:

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

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

              (3) "or" is not exclusive;

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

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

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

                                   ARTICLE II.

                                    THE NOTES

              SECTION 2.1. Form and Dating.

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

              The terms and provisions contained in the Notes annexed hereto as
Exhibits A and B shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, Lennar and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

              Notes offered and sold in reliance on Rule 144A and Notes offered
and sold in reliance on Regulation S shall be issued initially in the form of
one or more permanent global Notes in registered form, substantially in the form
set forth in Exhibit A (each, a "Global Note"), deposited with the Trustee, as

                                      -27-

<PAGE>   34

custodian for the Depository, duly executed by Lennar and authenticated by the
Trustee as hereinafter provided and shall bear the legend set forth in Exhibit
C. The aggregate principal amount of the Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, as
custodian for the Depository, as hereinafter provided.

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

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

              SECTION 2.2. Execution and Authentication;
                           Aggregate Principal Amount.

              Two Officers, or an Officer and an Assistant Secretary of Lennar
shall sign, or one Officer shall sign and one Officer or an Assistant Secretary
(each of whom shall, in each case, have been duly authorized by all requisite
corporate actions) shall attest to, the Notes for Lennar by manual or facsimile
signature. Both such signatures may be facsimile.

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

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

              The Trustee shall authenticate (i) Initial Notes for original
issue in the aggregate principal amount not to exceed $525,000,000 in one or
more series, (ii) Private Exchange Notes from time to time for issue only in
exchange for a like principal amount of Initial Notes and (iii) Unrestricted
Notes from time to time only (A) in exchange for a like principal amount of
Initial Notes or (B) in an aggregate principal amount of not more than the
excess of $525,000,000 over the sum of the aggregate principal amount of (1)
Initial Notes then outstanding, (2) Private Exchange Notes then outstanding, (3)
Unrestricted Notes issued in accordance with (iii)(A) above, and (4) the
aggregate principal amount of Notes, if any, theretofore redeemed or paid, in
each case upon a written order of Lennar in the form of an Officers' Certificate
of Lennar. Each such written order shall

                                      -28-

<PAGE>   35

specify the amount of Notes to be authenticated and the date on which the Notes
are to be authenticated, whether the Notes are to be Initial Notes, Private
Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as
Physical Notes or Global Notes or such other information as the Trustee may
reasonably request. The aggregate principal amount of Notes outstanding at any
time may not exceed $525,000,000, except as provided in Sections 2.7 and 2.8.

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

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

              The Notes shall be issuable in fully registered form only, without
coupons, in denominations of $1,000 and any integral multiple thereof.

              SECTION 2.3. Registrar and Paying Agent.

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

                                      -29-
<PAGE>   36

the Trustee. The term "Paying Agent" includes any additional Paying Agent.
Lennar may act as its own Paying Agent, except that for the purposes of payments
on the Notes pursuant to Section 4.14, neither Lennar nor any Affiliate of
Lennar may act as Paying Agent. If Lennar elects to act as its own paying agent,
Lennar will notify the Trustee of its election and will hold for the benefit of
the Holders all assets for the payment of amounts due with respect to the Notes.

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

              Lennar initially appoints the Trustee as Registrar, Paying Agent
and agent for service of demands and notices in connection with the Notes, until
such time as the Trustee has resigned or a successor has been appointed. Any of
the Registrar, the Paying Agent or any other agent may resign upon 30 days'
notice to Lennar.

              SECTION 2.4. Paying Agent to Hold Assets in Trust.

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

              SECTION 2.5. Holder Lists.

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

                                      -30-

<PAGE>   37

              SECTION 2.6. Transfer and Exchange.

              Subject to Sections 2.16 and 2.17, when Notes are presented to the
Registrar or a co-Registrar with a request to register the transfer of such
Notes or to exchange such Notes for an equal principal amount of Notes of other
authorized denominations, the Registrar or co-Registrar shall register the
transfer or make the exchange as requested if its requirements for such
transaction are met; provided, however, that the Notes presented or surrendered
for registration of transfer or exchange shall be duly endorsed or accompanied
by a written instrument of transfer in form satisfactory to Lennar, the Trustee
and the Registrar or co-Registrar, duly executed by the Holder thereof or his
attorney duly authorized in writing. To permit registration of transfers and
exchanges, Lennar shall execute and the Trustee shall authenticate Notes at the
Registrar's or co-Registrar's request. No service charge shall be made for any
registration of transfer or exchange, but Lennar may require payment of a sum
sufficient to cover any transfer tax, fee or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchanges or transfers pursuant to Section
2.10, 3.3, 4.14 or 9.5, in which event Lennar shall be responsible for the
payment of such taxes or charges).

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

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

              SECTION 2.7. Replacement Notes.

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

                                      -31-
<PAGE>   38

              SECTION 2.8. Outstanding Notes.

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

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

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

              SECTION 2.9. Treasury Notes.

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

              SECTION 2.10. Temporary Notes.

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

                                      -32-
<PAGE>   39

              SECTION 2.11. Cancellation.

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

              SECTION 2.12. Defaulted Interest.

              Lennar will pay interest on overdue principal from time to time on
demand at the rate of interest then borne by the Notes. Lennar shall, to the
extent lawful, pay interest on overdue installments of interest (without regard
to any applicable grace periods) from time to time on demand at the rate of
interest then borne by the Notes. Interest will be computed on the basis of a
360-day year comprised of twelve 30-day months, and, in the case of a partial
month, the actual number of days elapsed.

              If Lennar defaults in a payment of interest on the Notes, it shall
pay the defaulted interest, plus (to the extent lawful) any interest payable on
the defaulted interest, to the Persons who are Holders on a subsequent special
record date, which special record date shall be the fifteenth day next preceding
the date fixed by Lennar for the payment of defaulted interest or the next
succeeding Business Day if such date is not a Business Day. Lennar shall notify
the Trustee in writing of the amount of defaulted interest proposed to be paid
on each Note and the date of the proposed payment (a "Default Interest Payment
Date"), and at the same time Lennar shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in respect of such
defaulted interest or shall make arrangements satisfactory to the Trustee for
such deposit on or prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
defaulted interest as provided in this Section; provided, however, that in no
event shall Lennar deposit monies proposed to be paid in respect of defaulted
interest later than 11:00 a.m. New York City time of the proposed Default
Interest Payment Date. At least 15 days before the subsequent special record
date, Lennar shall mail (or cause to be mailed) to each Holder, as of a recent
date selected by Lennar, with a copy to the Trustee at least 20 days prior to
such special record date, a notice that states the subsequent special record
date, the payment date and the amount of defaulted interest, and interest
payable on such defaulted interest, if any, to be paid.
                                      -33-
<PAGE>   40
Notwithstanding the foregoing, any interest which is paid prior to the
expiration of the 30-day period set forth in Section 6.1(i) shall be paid to
Holders as of the regular record date for the Interest Payment Date for which
interest has not been paid. Notwithstanding the foregoing, Lennar may make
payment of any defaulted interest in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange.

              SECTION 2.13. CUSIP Number.

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

              SECTION 2.14. Deposit of Monies.

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

              SECTION 2.15. Restrictive Legends.

              Each Global Note and Physical Note that constitutes a Restricted
Security shall bear the Private Placement Legend on the face thereof until after
the second anniversary of the later of the Issue Date and the last date on which
Lennar or any Affiliate of Lennar was the owner of such Note (or any predecessor
security) (or such shorter period of time as permitted by Rule 144(k) under the
Securities Act or any successor provision thereunder) (or such longer period of
time as may be required under the Securities Act or applicable state securities
laws in the opinion of counsel for Lennar, unless otherwise agreed by Lennar and
the Holder thereof).

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

              SECTION 2.16. Book-Entry Provisions
                            for Global Security.

              (a) The Global Notes initially shall (i) be registered in the
name of the Depository or the nominee of such Depository,

                                      -34-
<PAGE>   41

(ii) be delivered to the Trustee as custodian for such Depository and (iii) bear
the legend as set forth in Exhibit C.

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

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

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

              (d) In connection with the transfer of an entire Global Note to
beneficial owners pursuant to paragraph (b) of this Section 2.16, such Global
Note shall be deemed to be surrendered to the Trustee for cancellation, and
Lennar shall execute and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in the Global Note, an equal aggregate principal amount of Physical
Notes of authorized denominations.

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

                                      -35-

<PAGE>   42

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

              SECTION 2.17. Special Transfer Provisions.

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

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

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

                     (iii) if the proposed transferor is an Agent Member seeking
              to transfer an interest in a Global Note, upon receipt by the
              Registrar of (x) written instructions given in accordance with the
              Depository's and the Registrar's procedures and (y) the
              appropriate certificate, if any, required by clause (y) of
              paragraph (i) above, the Registrar shall register

                                      -36-
<PAGE>   43

              the transfer and reflect on its books and records the date and (A)
              a decrease in the principal amount of the Global Note from which
              such interests are to be transferred in an amount equal to the
              principal amount of the Notes to be transferred and (B) an
              increase in the principal amount of the IAI Global Note or the
              Regulation S Global Note, as the case may be, in an amount equal
              to the principal amount of the Notes to be transferred.

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

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

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

                     (iii) if the proposed transferor is an Agent Member seeking
              to transfer an interest in the IAI Global Note or the Regulation S
              Global Note, upon receipt by the Registrar of written instructions
              given in accordance with the Depository's and the Registrar's
              procedures, the Registrar shall register the transfer and reflect
              on its books and records the date and (A) a

                                      -37-

<PAGE>   44

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

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

              (d) Private Placement Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the
transfer, exchange or replacement of Notes bearing the Private Placement Legend,
the Registrar shall deliver only Notes that bear the Private Placement Legend
unless (i) the requested transfer is after the second anniversary of the Issue
Date (provided, however, that neither Lennar nor any Affiliate of Lennar has
held any beneficial interest in such Note, or portion thereof, or any
predecessor security at any time prior to or on the second anniversary of the
Issue Date), or (ii) there is delivered to the Registrar an Opinion of Counsel
reasonably satisfactory to Lennar and the Trustee to the effect that neither
such legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act.

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

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

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

                                      -38-

<PAGE>   45

the Private Placement Legend, unless otherwise agreed by Lennar (with written
notice thereof to the Trustee).

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

              SECTION 2.18. Liquidated Damages Under
                            Registration Rights Agreement.

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

                                  ARTICLE III.

                                   REDEMPTION

              SECTION 3.1. Notices to Trustee.

              If Lennar elects to redeem Notes pursuant to Paragraph 5 of the
Notes, it shall notify the Trustee and the Paying Agent in writing of the
Redemption Date and the principal amount of the Notes to be redeemed.

              Lennar shall give each notice provided for in this Section 3.1 to
the Trustee at least 30 days before the Redemption Date (unless a shorter notice
period shall be satisfactory to the Trustee for its administrative convenience,
as evidenced in a writing signed on behalf of the Trustee), together with an
Officers' Certificate stating that such redemption shall comply with the
conditions contained herein and in the Notes. Any such notice may be canceled at
any time prior to notice of such redemption being mailed to any Holder and shall
thereby be void and of no effect.

              SECTION 3.2. Selection of Notes to Be Redeemed.

              In the event that less than all of the Notes are to be redeemed at
any time, selection of such Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which such Notes are listed or, if such Notes are not then listed on
a national securities exchange, by lot, on a pro rata basis or by such method as
the Trustee shall deem fair and appropriate; provided, however, that no Notes of
a principal amount of $1,000 or less shall be redeemed in part; provided
further, that if a partial redemption is made with the proceeds of an Equity
Offering, selection of the Notes or portions thereof for redemption shall be
made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as
is practicable (subject to Depository procedures), unless such method is
otherwise prohibited.

                                      -39-
<PAGE>   46

              SECTION 3.3. Optional Redemption.

              (a) The Notes will be redeemable, at Lennar's option, in whole or
in part at any time, or from time to time, on or after May 1, 2005, upon not
less than 30 nor more than 60 days' notice to the Holders, at the following
Redemption Prices (expressed as percentages of the principal amount thereof) if
redeemed during the twelve-month period commencing on May 1 of the years set
forth below, plus, in each case, accrued and unpaid interest thereon, if any, to
the Redemption Date:

<TABLE>
<CAPTION>


                  Year                                                                        Percentage
                  ----                                                                        ----------
                  <S>                                                                         <C>
                  2005.......................................................................  104.975%
                  2006.......................................................................  103.317%
                  2007.......................................................................  101.658%
                  2008 and thereafter........................................................  100.000%

</TABLE>

              (b) Notwithstanding Section 3.3(a), at any time, or from time to
time, on or prior to May 1, 2003, Lennar may, at its option, redeem, with the
net cash proceeds of one or more Equity Offerings, up to 35% of the aggregate
principal amount of the Notes issued and sold by Lennar at a redemption price
equal to 109.950% of the principal amount thereof, plus accrued interest
thereon, if any, to the Redemption Date; provided that at least 65% of the
aggregate principal amount of the Notes issued and sold by Lennar remain
outstanding immediately following such redemption. In order to effect the
foregoing redemption with the proceeds of any Equity Offering, Lennar shall mail
notice of such redemption not more than 60 days after the consummation of any
such Equity Offering.

              SECTION 3.4. Notice of Redemption.

              At least 30 days but not more than 60 days before a Redemption
Date, Lennar shall mail or cause to be mailed a notice of redemption by
first-class mail to each Holder of Notes to be redeemed at its registered
address, with a copy to the Trustee and any Paying Agent. At Lennar's request,
the Trustee shall give the notice of redemption in Lennar's name and at Lennar's
expense. Lennar shall provide such notices of redemption to the Trustee at least
five days before the intended mailing date.

              Each notice of redemption shall identify (including the CUSIP
number) the Notes to be redeemed and shall state:

              (1) the Redemption Date;

              (2) the Redemption Price and the amount of accrued interest, if
any, to be paid;

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

              (4) the subparagraph of the Notes pursuant to which such
redemption is being made;

                                      -40-
<PAGE>   47

              (5) that Notes called for redemption must be surrendered to the
Paying Agent to collect the Redemption Price plus accrued interest, if any;

              (6) that, unless Lennar defaults in making the redemption payment,
interest on Notes or applicable portions thereof called for redemption will
cease to accrue on and after the Redemption Date, and the only remaining right
of the Holders of such Notes will be to receive payment of the Redemption Price
plus accrued interest as of the Redemption Date, if any, upon surrender to the
Paying Agent of the Notes redeemed;

              (7) if any Note is being redeemed in part, the portion of the
principal amount of such Note to be redeemed and that, after the Redemption
Date, and upon surrender of such Note, a new Note or Notes in the aggregate
principal amount equal to the unredeemed portion thereof will be issued; and

              (8) if fewer than all the Notes are to be redeemed, the
identification of the particular Notes (or portions thereof) to be redeemed, as
well as the aggregate principal amount of Notes to be redeemed and the aggregate
principal amount of Notes to be outstanding after such partial redemption.

              Lennar will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the purchase
of Notes.

              SECTION 3.5. Effect of Notice Defect.

              Once notice of redemption is mailed in accordance with Section
3.4, such notice of redemption shall be irrevocable and Notes called for
redemption shall become due and payable on the Redemption Date and at the
Redemption Price plus accrued interest as of such date, if any. Upon surrender
to the Trustee or Paying Agent, such Notes called for redemption shall be paid
at the Redemption Price plus accrued interest thereon to the Redemption Date,
but installments of interest, the maturity of which is on or prior to the
Redemption Date, shall be payable to Holders of record at the close of business
on the relevant record dates referred to in the Notes. Interest shall cease to
accrue on or after the Redemption Date unless Lennar defaults in payment of the
Redemption Price.

              SECTION 3.6. Deposit of Redemption Price.

              On or before the Redemption Date and in accordance with Section
2.14, Lennar shall deposit with the Paying Agent U.S. Legal Tender sufficient to
pay the Redemption Price plus accrued interest, if any, of all Notes to be
redeemed on that date. The Paying Agent shall promptly return to Lennar any U.S.
Legal Tender so deposited which is not required for that purpose, except with
respect to monies owed as obligations to the Trustee pursuant to Article Seven.

                                      -41-

<PAGE>   48

              Unless Lennar fails to comply with the preceding paragraph and
defaults in the payment of such Redemption Price plus accrued interest, if any,
interest on the Notes to be redeemed will cease to accrue on and after the
applicable Redemption Date, whether or not such Notes are presented for payment.

              SECTION 3.7. Notes Redeemed in Part.

              Upon surrender of a Note that is to be redeemed in part, the
Trustee shall authenticate for the Holder a new Note or Notes equal in principal
amount to the unredeemed portion of the Note surrendered.

                                   ARTICLE IV.

                                    COVENANTS

              SECTION 4.1. Payment of Notes.

              (a) Lennar shall pay all amounts due with respect to the Notes on
the dates and in the manner provided in the Notes and in this Indenture.

              (b) Any amount due with respect to the Notes shall be considered
paid on the date it is due if the Trustee or Paying Agent (other than Lennar or
any of its Affiliates) holds, prior to 11:00 a.m., New York City time, on that
date, U.S. Legal Tender designated for and sufficient to pay the amount in full
and is not prohibited from paying such money to the Holders pursuant to the
terms of this Indenture or the Notes.

              (c) Notwithstanding anything to the contrary contained in this
Indenture, Lennar may, to the extent it is required to do so by law, deduct or
withhold income or other similar taxes imposed by the United States of America
from payments hereunder.

              SECTION 4.2. Maintenance of Office or Agency.

              Lennar shall maintain the office or agency required under Section
2.3. Lennar shall give prior written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time Lennar
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee set
forth in Section 11.2.

              SECTION 4.3. Corporate Existence.

              Except as otherwise permitted by Article V, Lennar shall do or
cause to be done, at its own cost and expense, all things necessary to preserve
and keep in full force and effect its corporate existence and the corporate
existence of each of the Restricted Subsidiaries in accordance with the
respective organizational documents of each such Restricted Subsidiary and the
material rights (charter and statutory) and franchises of

                                      -42-
<PAGE>   49

Lennar and each such Restricted Subsidiary; provided, however, that Lennar shall
not be required to preserve, with respect to itself, any material right or
franchise and, with respect to any of the Restricted Subsidiaries, any such
existence, material right or franchise, if the Board of Directors of Lennar
shall determine in good faith that the preservation thereof is no longer
desirable in the conduct of the business of Lennar and the Restricted
Subsidiaries, taken as a whole.

              SECTION 4.4. Payment of Taxes and Other Claims.

              Lennar shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all material taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon it or any of the Restricted
Subsidiaries or properties of it or any of the Restricted Subsidiaries and (ii)
all material lawful claims for labor, materials and supplies that, if unpaid,
might by law become a Lien upon the property of Lennar or any of the Restricted
Subsidiaries; provided, however, that Lennar shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate negotiations or proceedings properly instituted and diligently
conducted for which adequate reserves, to the extent required under GAAP, have
been taken.

              SECTION 4.5. Maintenance of Insurance.

              Lennar shall provide or cause to be provided, for itself and each
of the Restricted Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds that, in the good faith judgment of Lennar,
are adequate and appropriate for the conduct of the business of Lennar and the
Restricted Subsidiaries in a prudent manner, with reputable insurers.

              SECTION 4.6. Compliance Certificate;
                           Notice of Default.

              (a) Lennar shall deliver to the Trustee, within 90 days after the
end of each of Lennar's fiscal years, an Officers' Certificate (provided,
however, that one of the signatories to each such Officers' Certificate shall be
Lennar's principal executive officer, principal financial officer or principal
accounting officer), as to such Officers' knowledge, of Lennar's compliance with
all conditions and covenants under this Indenture (without regard to any period
of grace or requirement of notice provided hereunder) and in the event any
Default exists, such Officers shall specify the nature of such Default. Each
such Officers' Certificate shall also notify the Trustee of any change in
Lennar's fiscal year-end.

              (b) So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the annual financial
statements delivered pursuant

                                      -43-
<PAGE>   50

to Section 4.8 shall be accompanied by a written report of Lennar's independent
certified public accountants (who shall be a firm of established national
reputation) stating (A) that their audit examination has included a review of
the terms of this Indenture and the form of the Notes as they relate to
accounting matters, and (B) whether, in connection with their audit examination,
any Default or Event of Default has come to their attention and if such a
Default or Event of Default has come to their attention, specifying the nature
and period of existence thereof; provided, however, that, without any
restriction as to the scope of the audit examination, such independent certified
public accountants shall not be liable by reason of any failure to obtain
knowledge of any such Default or Event of Default that would not be disclosed in
the course of an audit examination conducted in accordance with generally
accepted auditing standards.

              (c) (i) If any Default or Event of Default has occurred and is
continuing or (ii) if any Holder seeks to exercise any remedy hereunder with
respect to a claimed Default under this Indenture or the Notes, Lennar shall
deliver to the Trustee, at its address set forth in Section 11.2, by registered
or certified mail or by facsimile transmission followed by hard copy by
registered or certified mail an Officers' Certificate specifying such event,
notice or other action promptly upon Lennar's becoming aware of such occurrence.

              SECTION 4.7. Compliance with Laws.

              Lennar shall comply, and shall cause each of the Restricted
Subsidiaries to comply, with all applicable statutes, rules, regulations, orders
and restrictions of the United States of America, all states and municipalities
thereof, and of any governmental department, commission, board, regulatory
authority, bureau, agency and instrumentality of the foregoing, in respect of
the conduct of their respective businesses and the ownership of their respective
properties, except for such noncompliances as could not singly or in the
aggregate reasonably be expected to have a material adverse effect on the
financial condition or results of operations of Lennar and its Subsidiaries
taken as a whole.

              SECTION 4.8. Commission Reports.

              (a) Lennar shall file with the Commission all information,
documents and reports to be filed with the Commission pursuant to Section 13 or
15(d) of the Exchange Act, whether or not Lennar is subject to such filing
requirements so long as the Commission will accept such filings. Lennar (at its
own expense) shall deliver to the Trustee within 15 days after it files them
with the Commission, copies of the quarterly and annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may by rules and regulations prescribe) which Lennar
files with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
Upon qualification of this Indenture under the

                                      -44-
<PAGE>   51

TIA, Lennar shall also comply with the provisions of TIA Section 314(a).

              (b) At Lennar's expense, regardless of whether Lennar is required
to furnish such reports to its stockholders pursuant to the Exchange Act, Lennar
shall within 15 days after it files them with the Commission, cause an annual
report and each quarterly or other financial report to be delivered to the
Trustee and the Trustee will mail them to the Holders at their addresses
appearing in the registration books of the Registrar.

              (c) Lennar shall, upon request, provide to any Holder or any
prospective transferee of any such Holder any information concerning Lennar
(including financial statements) necessary in order to permit such Holder to
sell or transfer Notes in compliance with Rule 144A.

              SECTION 4.9. Waiver of Stay, Extension
                           or Usury Laws.

              Lennar covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law that would prohibit or forgive Lennar from paying all or any portion
of the Obligations on the Notes as contemplated herein, wherever enacted, now or
at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that it may lawfully do so)
Lennar hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted.

              SECTION 4.10. Limitation on Restricted Payments.

              (a) Unless the Notes are rated the Required Rating (during which
time this Section 4.10 will not be in effect), Lennar shall not, and shall not
cause or permit any Restricted Subsidiary to, directly or indirectly, make any
Restricted Payment unless:

              (1) no Default or Event of Default shall have occurred and be
       continuing at the time of or immediately after giving effect to such
       Restricted Payment;

              (2) immediately after giving effect to such Restricted Payment,
       Lennar could incur at least $1.00 of Indebtedness pursuant to Section
       4.12(a); and

              (3) immediately after giving effect to such Restricted Payment,
       the aggregate amount of all Restricted Payments (including the Fair
       Market Value of any non-cash Restricted Payment) declared or made after
       the Issue Date does not exceed the sum of:

                                      -45-
<PAGE>   52


              (a) 50% of the Consolidated Net Income of Lennar on a cumulative
       basis during the period (taken as one accounting period) from and
       including June 1, 2000 and ending on the last day of Lennar's most recent
       fiscal quarter ending at least 45 days prior to the date of such
       Restricted Payment (or in the event such Consolidated Net Income shall be
       a deficit, minus 100% of such deficit), plus

              (b) 100% of the aggregate net cash proceeds of and the fair market
       value of Property received by Lennar from (1) any capital contribution to
       Lennar after the Issue Date or any issue or sale after the Issue Date of
       Qualified Stock (other than to any Subsidiary of Lennar and excluding the
       proceeds of any Qualified Stock to the extent applied to the optional
       redemption of Notes as described under Section 3.3(b)) and (2) the issue
       or sale after the Issue Date of any Indebtedness or other securities of
       Lennar convertible into or exercisable for Qualified Stock of Lennar that
       have been so converted or exercised, as the case may be, plus

              (c) in the case of the disposition or repayment or other return of
       capital of any Investment constituting a Restricted Payment made after
       the Issue Date, an amount (to the extent not included in the calculation
       of the Consolidated Net Income referred to in clause (a) above) equal to
       the lesser of (x) the return of capital with respect to such Investment
       (including by dividend, distribution or sale of Capital Stock) and (y)
       the amount of such Investment that was treated as a Restricted Payment,
       in either case, less the cost of the disposition or repayment of such
       Investment (to the extent not included in the calculation of the
       Consolidated Net Income referred to in clause (a) above), plus

              (d) with respect to any Unrestricted Subsidiary that is
       redesignated as a Restricted Subsidiary after the Issue Date in
       accordance with the definition of Unrestricted Subsidiary (so long as the
       designation of such Subsidiary as an Unrestricted Subsidiary was treated
       as a Restricted Payment made after the Issue Date and only to the extent
       not included in the calculation of the Consolidated Net Income referred
       to in clause (a) above), an amount equal to the lesser of (x) the
       proportionate interest of Lennar or a Restricted Subsidiary in an amount
       equal to the excess of (I) the total assets of such Subsidiary, valued on
       an aggregate basis at the lesser of book value and Fair Market Value
       thereof, over (II) the total liabilities of such Subsidiary, determined
       in accordance with GAAP, and (y) the Designation Amount at the time of
       such Subsidiary's designation as an Unrestricted Subsidiary, plus

                                      -46-
<PAGE>   53

              (e) $75 million.

              (b) The provisions of Section 4.10(a)(2) and (3) will not
prohibit the following Restricted Payments:

              (1) the payment of any dividend or the consummation of any
       irrevocable redemption within 60 days after the date of the declaration
       of such dividend or the giving of such irrevocable redemption notice if
       such dividend or redemption would have been permitted on the date of
       declaration or giving of the irrevocable redemption notice without
       violation of the provisions of the Indenture;

              (2) if no Default or Event of Default shall have occurred and be
       continuing, the repurchase, redemption or retirement of any shares of
       Capital Stock of Lennar in exchange for, or out of the net proceeds of
       the substantially concurrent sale (other than to a Subsidiary of Lennar)
       of, shares of Qualified Stock (to the extent not applied to the optional
       redemption of Notes under Section 3.3(b));

              (3) if no Default or Event of Default shall have occurred and be
       continuing, the acquisition of any Indebtedness of Lennar or any
       Restricted Subsidiary that is subordinate or junior in right of payment
       to the Notes or the Guarantees in exchange for, or out of the net
       proceeds of the substantially concurrent sale (other than to a Subsidiary
       of Lennar) of, shares of Qualified Stock (to the extent not applied to
       the optional redemption of Notes under Section 3.3(b)) or Refinancing
       Indebtedness;

              (4) if no Default or Event of Default shall have occurred and be
       continuing, the purchase, redemption or other acquisition, cancellation
       or retirement for value of Capital Stock, or options, warrants, equity
       appreciation rights or other rights to purchase or acquire Capital Stock,
       of Lennar or any Subsidiary held by officers or employees or former
       officers or employees of Lennar or any Subsidiary (or their estates or
       beneficiaries under their estates) not to exceed $500,000 in any calendar
       year plus $5 million in the aggregate since the Issue Date;

              (5) the payment of dividends by a Restricted Subsidiary to the
       holders of its Capital Stock pro rata or by Lennar in respect of
       Disqualified Stock permitted to have been issued as described under
       Section 4.12; and

              (6) the acquisition and cancellation by U.S. Home of U.S. Home's
       8.88% Senior Subordinated Notes due 2007 or U.S. Home's 8.875% Senior
       Subordinated Notes due 2009 upon exercise by the holders of the "Change
       in Control put" in connection with the acquisition of U.S. Home by Lennar
       or other repayment or defeasance of such notes within 91 days after the
       Issue Date;

                                      -47-

<PAGE>   54


provided, however, that each Restricted Payment described in Section 4.10(b)(1)
and (2) shall be taken into account for purposes of computing the aggregate
amount of all Restricted Payments pursuant to Section 4.10(a)(3).

              (c) For purposes of determining the aggregate and permitted
amounts of Restricted Payments made, (i) the amount of any guarantee of any
Investment in any Person that was initially treated as a Restricted Payment and
which was subsequently terminated or expired, net of any amounts paid by Lennar
or any Restricted Subsidiary in respect of such guarantee, shall be deducted and
(ii) Restricted Payments made after the Issue Date pursuant to Section
4.10(b)(1) through (4), both inclusive, shall be included in such calculation.

              In determining the "fair market value of Property" for purposes of
Section 4.10(a)(3)(b), Property other than cash, Cash Equivalents and Marketable
Securities shall be deemed to be equal in value to the "equity value" of the
Capital Stock or other securities issued in exchange therefor. The "equity
value" of such Capital Stock or other securities shall be equal to (i) the
number of shares of Common Equity issued in the transaction (or issuable upon
conversion or exercise of the Capital Stock or other securities issued in the
transaction) multiplied by the closing sale price of the Common Equity on its
principal market on the date of the transaction (less, in the case of Capital
Stock or other securities which require the payment of consideration at the time
of conversion or exercise, the aggregate consideration payable thereupon) or
(ii) if the Common Equity is not then traded on the New York Stock Exchange,
American Stock Exchange or Nasdaq National Market, or if the Capital Stock or
other securities issued in the transaction do not consist of Common Equity (or
Capital Stock or other securities convertible into or exercisable for Common
Equity), the value of such Capital Stock or other securities as determined by a
nationally recognized investment banking firm retained by the Board of Directors
of Lennar.

              (d) Not later than three Business Days before making any
Restricted Payment, Lennar shall deliver to the Trustee an Officers' Certificate
stating that such Restricted Payment complies with this Indenture and setting
forth in reasonable detail the basis upon which the required calculations were
computed.

              SECTION 4.11. Limitation on Transactions
                            with Affiliates.

              (a) Unless the Notes are rated the Required Rating (during which
time this Section 4.11 will not be in effect), Lennar shall not, and shall not
cause or permit any Restricted Subsidiary to, make any loan, advance, guarantee
or capital contribution to, or for the benefit of, or sell, lease, transfer or
otherwise dispose of any property or assets to, or for the benefit of, or
purchase or lease any property or assets from, or enter into or amend any
contract, agreement or understanding with, or for the benefit of, any Affiliate
of Lennar or any

                                      -48-
<PAGE>   55

Affiliate of any of Lennar's Subsidiaries or any holder of 10% or more of the
Common Equity of Lennar (including any Affiliates of such holders), in a single
transaction or series of related transactions (each, an "Affiliate
Transaction"), except for any Affiliate Transaction the terms of which are at
least as favorable as the terms which could be obtained by Lennar or such
Restricted Subsidiary, as the case may be, in a comparable transaction made on
an arm's length basis with Persons who are not such a holder, an Affiliate of
such a holder or an Affiliate of Lennar or any of Lennar's Subsidiaries.

              In addition, Lennar shall not, and shall not cause or permit any
Restricted Subsidiary to, enter into an Affiliate Transaction unless:

              (1) with respect to any such Affiliate Transaction involving or
       having a value of more than $5 million, Lennar shall have (x) obtained
       the approval of a majority of the Board of Directors of Lennar and (y)
       either obtained the approval of a majority of Lennar's disinterested
       directors or obtained an opinion of a qualified independent financial
       advisor or, if applicable, a qualified independent real estate appraisal
       firm to the effect that such Affiliate Transaction is fair to Lennar or
       such Restricted Subsidiary, as the case may be, from a financial point of
       view and

              (2) with respect to any such Affiliate Transaction involving or
       having a value of more than $25 million, Lennar shall have (x) obtained
       the approval of a majority of the Board of Directors of Lennar and (y)
       delivered to the Trustee an opinion of a qualified independent financial
       advisor or, if applicable, a qualified independent real estate appraisal
       firm to the effect that such Affiliate Transaction is fair to Lennar or
       such Restricted Subsidiary, as the case may be, from a financial point of
       view.

              (b) The restrictions set forth in paragraph (a) of this Section
4.11 shall not apply to:

              (1) reasonable fees and compensation paid to, and indemnity
       provided on behalf of, officers, directors, employees, consultants or
       agents of Lennar or any Subsidiary of Lennar as determined in good faith
       by Lennar's Board of Directors or senior management,

              (2) any contract, agreement or understanding with, or for the
       benefit of, or plan for the benefit of, employees of Lennar or its
       Subsidiaries generally (in their capacities as such) that has been
       approved by the Board of Directors of Lennar,

              (3) Capital Stock issuances to directors, officers and employees
       of Lennar or its Subsidiaries pursuant to plans approved by the
       stockholders of Lennar,

              (4) any Restricted Payment otherwise permitted under Section 4.10,

                                      -49-

<PAGE>   56

              (5) any transaction between or among Lennar and one or more
       Restricted Subsidiaries or between or among Restricted Subsidiaries
       (provided, however, no such transaction shall involve any other Affiliate
       of Lennar (other than an Unrestricted Subsidiary to the extent the
       applicable amount constitutes a Restricted Payment permitted by the
       Indenture)),

              (6) any transaction between one or more Restricted Subsidiaries
       and one or more Unrestricted Subsidiaries where all of the payments to,
       or other benefits conferred upon, such Unrestricted Subsidiaries are
       substantially contemporaneously dividended, or otherwise distributed or
       transferred without charge, to Lennar or a Restricted Subsidiary, and

              (7) transactions between or among Lennar or any Restricted
       Subsidiary thereof and Lennar Land Partners I and Lennar Land Partners
       II, both Delaware general partnerships (collectively the "Land
       Partnership"); provided, that such transactions are (i) permitted by and
       are effected in accordance with the terms of the Partnership Agreement of
       the Land Partnership and the By-Laws of Lennar, in each case as in effect
       on the Issue Date and (ii) are in any event approved by a majority of the
       Board of Directors of Lennar.

              SECTION 4.12. Limitation on Incurrence of
                            Additional Indebtedness.

              (a) Unless the Notes are rated the Required Rating (during which
time this Section 4.12 will not be in effect), Lennar will not, and will not
cause or permit any Restricted Subsidiary, directly or indirectly, to, create,
incur, assume, become liable for or guarantee the payment of (collectively, an
"incurrence") any Indebtedness (including Acquired Indebtedness and any
additional Notes); provided, that Lennar and any Restricted Subsidiary Guarantor
may incur Indebtedness (including Acquired Indebtedness) if, after giving effect
thereto and the application of the proceeds therefrom, the Consolidated Fixed
Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.

              (b) Notwithstanding Section 4.12(a), the provisions of the
Indenture will not prevent the incurrence of:

              (1) Permitted Indebtedness,

              (2) Refinancing Indebtedness,

              (3) Non-Recourse Indebtedness of Lennar or any Restricted
       Subsidiary Guarantor,

              (4) any Guarantee of Indebtedness of Lennar represented by the
       Notes, and

              (5) any guarantee of Indebtedness incurred under Credit Facilities
       in compliance with the Indenture.

                                      -50-
<PAGE>   57

              (c) For purposes of determining compliance with this covenant, in
the event that an item of Indebtedness may be incurred pursuant to Section
4.12(a) or (b), Lennar, in its sole discretion,

              (1) may classify such item of Indebtedness under and comply with
       either of such paragraphs (or any of such definitions), as applicable,

              (2) may classify and divide such item of Indebtedness into more
       than one of such paragraphs (or definitions), as applicable, and

              (3) may elect to comply with such paragraphs (or definitions), as
       applicable, in any order.

              (d) Lennar shall not, and shall not cause or permit any Guarantor
to, directly or indirectly, in any event incur any Indebtedness that purports to
be by its terms (or by the terms of any agreement governing such Indebtedness)
subordinated to any other Indebtedness of Lennar or of such Guarantor, as the
case may be, unless such Indebtedness is also by its terms (or by the terms of
any agreement governing such Indebtedness) made expressly subordinated to the
Notes or the Guarantee of such Guarantor, as the case may be, to the same extent
and in the same manner as such Indebtedness is subordinated to such other
Indebtedness of Lennar or such Guarantor, as the case may be.

              (e) Prior to any incurrence of Indebtedness pursuant to Section
4.12(a), Lennar shall deliver to the Trustee an Officers' Certificate setting
forth the calculations by which such incurrence was determined to be permitted.

              SECTION 4.13. Limitation on Dividend and Other
                            Payment Restrictions Affecting
                            Restricted Subsidiaries.

              Lennar shall not, and shall not cause or permit any Restricted
Subsidiary to, create, assume or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction (other than encumbrances or
restrictions imposed by law or by judicial or regulatory action or by provisions
of leases and other agreements that restrict the assignability thereof) on the
ability of any Restricted Subsidiary to:

              (1) pay dividends or make any other distributions on its Capital
       Stock or any other interest or participation in, or measured by, its
       profits, owned by Lennar or any other Restricted Subsidiary, or pay
       interest on or principal of any Indebtedness owed to Lennar or any other
       Restricted Subsidiary,

              (2) make loans or advances to Lennar or any other Restricted
       Subsidiary, or

              (3) transfer any of its properties or assets to Lennar or any
       other Restricted Subsidiary,

                                      -51-

<PAGE>   58

except for:

              (a) encumbrances or restrictions existing under or by reason of
applicable law,

              (b) covenants or restrictions contained in Indebtedness in effect
on the date of the Indenture as such covenants or restrictions are in effect on
such date,

              (c) any restrictions or encumbrances arising under Acquired
Indebtedness; provided, that such encumbrance or restriction applies only to
either the assets that were subject to the restriction or encumbrance at the
time of the acquisition or to the obligor on such Indebtedness and its
Subsidiaries,

              (d) any restrictions or encumbrances arising in connection with
Refinancing Indebtedness; provided, however, that any restrictions and
encumbrances of the type described in this clause (d) that arise under such
Refinancing Indebtedness shall not be materially more restrictive than those
under the agreement creating or evidencing the Indebtedness being refunded,
refinanced, replaced or extended,

              (e) any Permitted Lien, or any other agreement restricting the
sale or other disposition of property, securing Indebtedness permitted by the
Indenture if such Permitted Lien or agreement does not expressly restrict the
ability of a Subsidiary of Lennar to pay dividends or make or repay loans or
advances prior to default thereunder,

              (f) borrowing base covenants set forth in Credit Facilities,

              (g) customary provisions restricting subletting or assignment of
any lease governing a leasehold interest or any license of intellectual property
of Lennar or any Restricted Subsidiary, and

              (h) any restriction with respect to a Restricted Subsidiary
imposed pursuant to an agreement entered into for the sale or disposition of all
or substantially all of the Capital Stock or assets of such Restricted
Subsidiary pending the closing of such sale or disposition.

              SECTION 4.14. Change in Control.

              (a) Upon the occurrence of a Change in Control, each Holder will
have the right to require that Lennar repurchase all or any portion of such
Holder's Notes that is an integral multiple of $1,000, pursuant to the offer
described below (the "Change in Control Offer"), at a purchase price equal to
101% of the principal amount thereof plus accrued and unpaid interest to the
date of repurchase.

              (b) Within 30 days following the date upon which a Change in
Control occurs, Lennar shall send, by first class mail, a notice to each Holder
at such Holder's last registered address,

                                      -52-
<PAGE>   59

with a copy to the Trustee provided at least 5 days prior to such mailing, which
notice shall govern the terms of the Change in Control Offer. Such notice shall
state:

                     (i) that the Change in Control Offer is being made pursuant
              to this Section 4.14, that all Notes duly tendered and not
              withdrawn will be accepted for payment and that the Change in
              Control Offer shall remain open for a period of 20 Business Days
              or such longer period as may be required by law;

                     (ii) the purchase price (including the amount of accrued
              interest) and the purchase date (which shall be no earlier than 60
              days nor later than 90 days following the date of the Change in
              Control, other than as may be required by law) (the "Change in
              Control Purchase Date");

                     (iii) that any Note not tendered will continue to accrue
              interest;

                     (iv) that, unless Lennar defaults in making payment
              therefor, any Note accepted for payment pursuant to the Change in
              Control Offer shall cease to accrue interest after the Change in
              Control Purchase Date;

                     (v) that Holders electing to have a Note purchased pursuant
              to a Change in Control Offer will be required to surrender the
              Note, with the form entitled "Option of Holder to Elect Purchase"
              on the reverse of the Note completed, to the Paying Agent at the
              address specified in the notice prior to the close of business on
              the third Business Day prior to the Change in Control Purchase
              Date;

                     (vi) that Holders will be entitled to withdraw their
              election if the Paying Agent receives, not later than the second
              Business Day prior to the Change in Control Purchase Date, a
              telegram, telex, facsimile transmission or letter setting forth
              the name of the Holder, the principal amount of the Notes the
              Holder delivered for purchase and a statement that such Holder is
              withdrawing its election to have all or a portion of such Notes
              purchased;

                     (vii) that Holders whose Notes are purchased only in part
              will be issued new Notes in a principal amount equal to the
              unpurchased portion of the Notes surrendered; provided, however,
              that each Note purchased and each new Note issued shall be in an
              original principal amount of $1,000 or integral multiples thereof;
              and

                     (viii) the circumstances and relevant facts regarding such
              Change in Control.

                                      -53-
<PAGE>   60

              (c) On or before the Change in Control Purchase Date, Lennar shall
(i) accept for payment Notes or portions thereof tendered pursuant to the Change
in Control Offer, (ii) deposit with the Paying Agent in accordance with Section
2.14 U.S. Legal Tender sufficient to pay the purchase price plus accrued
interest, if any, of all Notes so tendered and (iii) deliver to the Trustee
Notes so accepted together with an Officers' Certificate stating the Notes or
portions thereof being purchased by Lennar. Upon receipt by the Paying Agent of
the monies specified in clause (ii) of the preceding sentence and a copy of the
Officers' Certificate specified in clause (iii) of such sentence, the Paying
Agent shall promptly mail to the Holders of Notes so accepted payment in an
amount equal to the purchase price plus accrued interest, if any, and the
Trustee shall promptly authenticate and mail to such Holders new Notes equal in
principal amount to any unpurchased portion of the Notes surrendered. For
purposes of this Section 4.14, the Trustee shall act as the Paying Agent.

              (d) Neither the Board of Directors of Lennar nor the Trustee may
waive the provisions of this Section 4.14 relating to Lennar's obligation to
repurchase Notes upon a Change in Control.

              (e) Lennar will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change in Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.14, Lennar shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the provisions of this Section 4.14 by virtue thereof.

              (f) Notwithstanding anything herein to the contrary, Lennar shall
not be required to make a Change in Control Offer upon a Change in Control if a
third party makes the Change in Control Offer in the manner, at the time and
otherwise in compliance with the requirements of this Section 4.14 applicable to
a Change in Control Offer made by Lennar and purchases all Notes validly
tendered and not withdrawn under such Change in Control Offer.

              SECTION 4.15. Limitation on Preferred Stock
                            of Restricted Subsidiaries.

              Lennar shall not permit any of its Restricted Subsidiaries that is
not a Restricted Subsidiary Guarantor to issue any Preferred Stock to any Person
other than Lennar or a Restricted Subsidiary; provided, however, that any
Preferred Stock in any such Restricted Subsidiary that is owned by any
Subsidiary that ceases to be a Restricted Subsidiary shall be deemed to be
issued and shall be treated as an issuance for purposes of this covenant at the
time the Subsidiary in question ceases to be a Restricted Subsidiary.

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<PAGE>   61

              SECTION 4.16. Limitation on Liens.

              Lennar shall not, and shall not cause or permit any Restricted
Subsidiary to, create, incur, assume or suffer to exist any Liens, other than
Permitted Liens, on any of its Property, or on any shares of Capital Stock or
Indebtedness of any Restricted Subsidiary, unless contemporaneously therewith or
prior thereto all payments due under the Indenture and the Notes are secured on
an equal and ratable basis with the obligation or liability so secured until
such time as such obligation or liability is no longer secured by a Lien.

              SECTION 4.17. Conduct of Business.

              Lennar shall, and shall cause its Restricted Subsidiaries to,
engage primarily in the Real Estate Business and other activities related to or
arising out of any activities comprised in the Real Estate Business.

              SECTION 4.18. Limitation on Asset
                            Dispositions.

              (a) Unless the Notes are rated the Required Rating (during which
time this Section 4.18 will not be in effect) Lennar shall not, and shall not
cause or permit any Restricted Subsidiary to, make any Asset Disposition unless:

              (1) Lennar (or such Restricted Subsidiary, as the case may be)
       receives consideration at the time of such Asset Disposition at least
       equal to the Fair Market Value thereof, and

              (2) not less than 75% of the consideration received by Lennar (or
       such Restricted Subsidiary, as the case may be) is in the form of cash,
       Cash Equivalents and Marketable Securities.

              The amount of any Indebtedness (other than any Indebtedness
subordinated to the Notes) of Lennar or any Restricted Subsidiary that is
assumed by the transferee in such Asset Disposition and for which recourse to
Lennar or such Restricted Subsidiary is released by the obligee shall be deemed
to be consideration required by clause (2) above for purposes of determining the
percentage of such consideration received by Lennar or the Restricted
Subsidiaries.

              (b) The Net Cash Proceeds of an Asset Disposition shall, within
one year, at Lennar's election, (i) be used by Lennar or a Restricted Subsidiary
to acquire capital assets for use in the Real Estate Business conducted by
Lennar and the Restricted Subsidiaries or any other business of Lennar or a
Restricted Subsidiary existing at the time of such Asset Disposition or (ii) to
the extent not so used, be applied to make an offer to purchase (the "Net Cash
Proceeds Offer") the Notes and, if Lennar or a Restricted Subsidiary elects or
is required to do so, permanently repay, or otherwise permanently reduce the
outstanding amount of any other unsubordinated Indebtedness (on a

                                      -55-
<PAGE>   62

pro rata basis if the amount available for such repayment or reduction is less
than the aggregate amount of (x) the principal amount of the Notes tendered in
such Net Cash Proceeds Offer and (y) the principal amount, or accreted value, of
such other unsubordinated Indebtedness, plus, in each case accrued interest to
the date of repayment or reduction) at 100% of the principal amount or accreted
value thereof, as the case may be, plus accrued interest to the date of
repurchase or reduction.

              (c) Notwithstanding paragraph (b) of this Section 4.18,

                     (i) Lennar will not be required to apply such Net Cash
              Proceeds to the repurchase of Notes in accordance with Section
              4.18(b)(ii) except to the extent that such Net Cash Proceeds,
              together with the aggregate Net Cash Proceeds of prior Asset
              Dispositions (other than those so used) which have not been
              applied in accordance with this provision and as to which no prior
              Net Cash Proceeds Offer shall have been made, exceed 5% of
              Consolidated Tangible Assets,

                     (ii) Lennar will not be required to apply any Net Cash
              Proceeds to the repurchase of Notes in accordance with Section
              4.18(b)(ii) if such Net Cash Proceeds relate to an Asset
              Disposition of an asset of U.S. Home or any of its Subsidiaries to
              the extent that the transfer of such Net Cash Proceeds from U.S.
              Home to Lennar would violate the terms of any U.S. Home Existing
              Debt Issues then outstanding, and

                     (iii) in connection with any Asset Disposition, Lennar and
              the Restricted Subsidiaries will not be required to comply with
              Section 4.18(a)(2) to the extent that the aggregate non-cash
              consideration received in connection with such Asset Disposition,
              together with the sum of all non-cash consideration received in
              connection with all prior Asset Dispositions that has not yet been
              converted into cash, does not exceed 5% of Consolidated Tangible
              Assets; provided, however, that when any non-cash consideration is
              converted into cash, such cash shall constitute Net Cash Proceeds
              and be subject to the preceding sentence.

              (d) Subject to the deferral of the Net Cash Proceeds Offer
contained in clause (b)(ii) above, each notice of a Net Proceeds Offer pursuant
to this Section 4.18 shall be mailed or caused to be mailed, by first class
mail, by the Company not more than 30 days after the date on which Lennar
becomes obligated to make such Offer to all Holders at their last registered
addresses, with a copy to the Trustee. The notice shall contain all instructions
and materials necessary to enable such Holders to tender Notes pursuant to the
Net Cash Proceeds Offer and shall state the following terms:

                     (i) that the Net Cash Proceeds Offer is being made pursuant
              to this Section 4.18, that all Notes

                                      -56-
<PAGE>   63

              tendered will be accepted for payment; provided, however, that if
              the aggregate principal amount of Notes tendered in a Net Cash
              Proceeds Offer at the expiration of such offer plus other
              unsubordinated Indebtedness to be repaid or reduced exceeds the
              aggregate amount of the Net Cash Proceeds Offer, the Company shall
              select from the Notes and such other Indebtedness on a pro rata
              basis (with such adjustments as may be deemed appropriate by the
              Company so that only Notes in denominations of $1,000 or multiples
              thereof shall be purchased) and that the Net Cash Proceeds Offer
              shall remain open for a period of 20 Business Days or such longer
              period as may be required by law;

                     (ii) the purchase price (including the amount of accrued
              interest) and the purchase date (which shall be no earlier than 60
              nor later than 90 days following the date on which Lennar becomes
              obligated to make the Net Cash Proceeds Offer and which shall be
              at least five Business Days after the Trustee receives notice
              thereof from the Company);

                     (iii) that any Note not tendered will continue to accrue
              interest;

                     (iv) that, unless Lennar defaults in making payment
              therefor, any Note accepted for payment pursuant to the Net Cash
              Proceeds Offer shall cease to accrue interest after the purchase
              date;

                     (v) that Holders electing to have a Note purchased pursuant
              to a Net Cash Proceeds Offer will be required to surrender the
              Note, with the form entitled "Option of Holder to Elect Purchase"
              on the reverse of the Note completed, to the Paying Agent at the
              address specified in the notice prior to the close of business on
              the third Business Day prior to the purchase date;

                     (vi) that Holders will be entitled to withdraw their
              election if the Paying Agent receives, not later than the second
              Business Day prior to the purchase date, a telegram, telex,
              facsimile transmission or letter setting forth the name of the
              Holder, the principal amount of the Notes the Holder delivered for
              purchase and a statement that such Holder is withdrawing its
              election to have all or a portion of such Note purchased; and

                     (vii) that Holders whose Notes are purchased only in part
              will be issued new Notes in a principal amount equal to the
              unpurchased portion of the Notes surrendered; provided, however,
              that each Note purchased and each new Note issued shall be in an
              original principal amount of $1,000 or integral multiples thereof.

                                      -57-

<PAGE>   64

              (e) On or before the purchase date, the Company shall (i) accept
for payment Notes or portions thereof tendered pursuant to the Net Cash Proceeds
Offer which are to be purchased in accordance with item (b)(i) above, (ii)
deposit with the Paying Agent in accordance with Section 2.14 U.S. Legal Tender
sufficient to pay the purchase price plus accrued interest, if any, of all Notes
to be purchased and (iii) deliver to the Trustee Notes so accepted together with
an Officers' Certificate stating the Notes or portions thereof being purchased
by the Company. The Paying Agent shall promptly mail to the Holders of Notes so
accepted payment in an amount equal to the purchase price plus accrued interest,
if any. For purposes of this Section 4.18, the Trustee shall act as the Paying
Agent. The Trustee shall promptly authenticate and mail to such Holders new
Notes equal in principal amount to any unpurchased portion of the Notes
surrendered. Upon the payment of the purchase price for the Notes accepted for
purchase, the Trustee shall return the Notes purchased to the Company for
cancellation. Any monies remaining after the purchase of Notes pursuant to a Net
Cash Proceeds Offer shall be returned within three Business Days by the Trustee
to the Company except with respect to monies owed as obligations to the Trustee
pursuant to Article VII.

              (f) To the extent the amount of Notes tendered pursuant to any Net
Proceeds Offer and other subordinated Indebtedness that is available to be
repaid or reduced is less than the amount of Net Cash Proceeds subject to such
Net Cash Proceeds Offer, the Company may use any remaining portion of such Net
Cash Proceeds not required to fund the repurchase of tendered Notes and/or the
repayment or reduction of other unsubordinated Indebtedness for general
corporate purposes.

              (g) The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Cash Proceeds Offer. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.18, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the provisions of this Section 4.18 by virtue thereof.

                                   ARTICLE V.

                              SUCCESSOR CORPORATION

              SECTION 5.1. Merger, Consolidation
                           and Sale of Assets.

              (a) Neither Lennar nor any Guarantor shall consolidate or merge
with or into, or sell, lease, convey or otherwise dispose of all or
substantially all of its assets (including, without limitation, by way of
liquidation or dissolution), or assign any of its obligations under the Notes,
the Guarantees or the Indenture (as an entirety or substantially in one
transaction or in a series of related transactions), to any Person (in each

                                      -58-

<PAGE>   65

case other than in a transaction in which Lennar or a Guarantor is the survivor
of a consolidation or merger, or the transferee in a sale, lease, conveyance or
other disposition) unless:

              (1) the Person formed by or surviving such consolidation or merger
       (if other than Lennar or the Guarantor, as the case may be), or to which
       such sale, lease, conveyance or other disposition or assignment will be
       made (collectively, the "Successor"), is a corporation or other legal
       entity organized and existing under the laws of the United States or any
       state thereof or the District of Columbia, and the Successor assumes by
       supplemental indenture in a form reasonably satisfactory to the Trustee
       all of the obligations of Lennar or the Guarantor, as the case may be,
       under the Notes or a Guarantee, as the case may be, and the Indenture,

              (2) immediately after giving effect to such transaction, no
       Default or Event of Default has occurred and is continuing,

              (3) immediately after giving effect to such transaction involving
       Lennar and the use of any net proceeds therefrom, on a pro forma basis,
       the Consolidated Net Worth of Lennar or the Successor (in the case of a
       transaction involving Lennar), as the case may be, would be at least
       equal to the Consolidated Net Worth of Lennar immediately prior to such
       transaction (exclusive of any adjustments to Consolidated Net Worth
       attributable to transaction costs) less any amount treated as a
       Restricted Payment in connection with such transaction in accordance with
       the Indenture,

              (4) immediately after giving effect to such transaction, the
       Successor could incur at least $1.00 of Indebtedness pursuant to Section
       4.12(a) so long as such covenant is then in effect, and

              (5) Lennar or the Successor, as the case may be, shall have
       delivered to the Trustee an Officers' Certificate and an Opinion of
       Counsel, each stating that such consolidation, merger, sale, lease,
       conveyance or other disposition or assignment and, if a supplemental
       indenture is required in connection with such transaction, such
       supplemental indenture comply with the applicable provisions of this
       Indenture and that all conditions precedent in this Indenture relating to
       such transaction have been satisfied.

              (b) The foregoing provisions of paragraph (a) of this Section 5.1
shall not apply to:

              (1) a transaction involving the sale or disposition of Capital
       Stock of a Guarantor, or the consolidation or merger of a Guarantor, that
       in any such case results in such Guarantor being released from its
       Guarantee as provided under Section 10.4, or the sale, lease, conveyance
       or other

                                      -59-
<PAGE>   66

       disposition of all or substantially all of the assets of a Guarantor, or

              (2) a transaction the purpose of which is to change the state of
       organization of Lennar or any Guarantor.

              (c) For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Subsidiaries of Lennar, the Capital Stock of which constitutes all or
substantially all of the properties and assets of Lennar, shall be deemed to be
the transfer of all or substantially all of the properties and assets of Lennar.

              SECTION 5.2. Successor Corporation Substituted.

              Upon any consolidation, combination or merger or any disposition
of all or substantially all of the assets of Lennar in accordance with Section
5.1, the successor Person formed by such consolidation or into which Lennar is
merged or to which such conveyance, lease or transfer is made shall (upon the
required assumption described in Section 5.1) succeed to, and be substituted
for, and may exercise every right and power of, Lennar under this Indenture and
the Notes with the same effect as if such successor had been named as Lennar
herein and thereafter (except in the case of a lease) the predecessor will be
relieved of all further obligations and covenants under this Indenture and the
Notes.

                                   ARTICLE VI.

                                    REMEDIES

              SECTION 6.1. Events of Default.

              An "Event of Default" means any of the following events:

              (1) the failure by Lennar to pay interest (including Additional
       Interest) on any Note when the same becomes due and payable and the
       continuance of any such failure for a period of 30 days;

              (2) the failure by Lennar to pay the principal or repurchase price
       of or premium on any Note when the same becomes due and payable at
       maturity, upon redemption, acceleration or otherwise;

              (3) the failure by Lennar or any Restricted Subsidiary to comply
       with any of its agreements or covenants in, or provisions of, the Notes,
       the Guarantees or the Indenture and such failure continues for the period
       and after the notice specified in the following paragraph (except in the
       case of a default under Section 4.14 or Section 5.1, which will
       constitute an Event of Default with notice but without passage of time);

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              (4)    the acceleration of any Indebtedness (other than
       Non-Recourse Indebtedness) of Lennar or any Restricted Subsidiary that
       has an outstanding principal amount of $20 million or more, individually
       or in the aggregate, and such acceleration is not rescinded, or such
       Indebtedness is not satisfied, in either case within 30 days after such
       acceleration;

              (5)    the failure by Lennar or any Restricted Subsidiary to make
       any required payment due in respect of Indebtedness (other than the Notes
       and any Non-Recourse Indebtedness) of Lennar or any Restricted Subsidiary
       that has an outstanding principal amount of $20 million or more,
       individually or in the aggregate, within 30 days of such payment becoming
       due and payable;

              (6)    a final judgment or judgments that exceed $20 million or
       more, individually or in the aggregate, for the payment of money having
       been entered by a court or courts of competent jurisdiction against
       Lennar or any of its Restricted Subsidiaries and such judgment or
       judgments is not satisfied, stayed, annulled or rescinded within 60 days
       of being entered and is not being contested in good faith by appropriate
       proceedings;

              (7)    Lennar or any Restricted Subsidiary that is a Significant
       Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

              (A)    commences a voluntary case,

              (B)    consents to the entry of an order for relief against it in
       an involuntary case,

              (C)    consents to the appointment of a Custodian of it or for all
       or substantially all of its property, or

              (D)    makes a general assignment for the benefit of its
       creditors;

              (8)    a court of competent jurisdiction enters an order or decree
       under any Bankruptcy Law that:

              (A)    is for relief against Lennar or any Restricted Subsidiary
       that is a Significant Subsidiary as debtor in an involuntary case,

              (B)    appoints a Custodian of Lennar or any Restricted Subsidiary
       that is a Significant Subsidiary or a Custodian for all or substantially
       all of the property of Lennar or any Restricted Subsidiary that is a
       Significant Subsidiary, or

              (C)    orders the liquidation of Lennar or any Restricted
       Subsidiary that is a Significant Subsidiary,

                                      -61-
<PAGE>   68

       and, in the case of (A), (B), and (C), the order or decree remains
       unstayed and in effect for 60 days; or

              (9)    any Guarantee of a Restricted Subsidiary Guarantor ceases
       to be in full force and effect (other than in accordance with the terms
       of such Guarantee and the Indenture) or is declared null and void and
       unenforceable or found to be invalid, or any Restricted Subsidiary
       Guarantor denies its liability under its Guarantee (other than by reason
       of release of a Restricted Subsidiary Guarantor from its Guarantee in
       accordance with the terms of the Indenture and the Guarantee).

    A Default as described in clause (3) above will not be deemed an Event of
Default until the Trustee notifies Lennar in writing, or the Holders of at least
25 % in principal amount of the then outstanding Notes notify Lennar and the
Trustee in writing, of the Default and (except in the case of a default with
respect to Section 4.14 or Section 5.1) Lennar does not cure such Default within
30 days after receipt of such notice. Such notice must specify the Default,
demand that it be remedied and state that such notice is a "notice of default".
If such a Default is cured within such time period, it ceases.

              No action taken by Lennar or a Restricted Subsidiary pursuant to a
binding written agreement entered into in good faith at a time when the Notes
are rated the Required Rating (and Lennar has not received notice of any pending
downgrade(s) from S&P or Moody's, or of the placing of the Notes on "credit
watch" or other similar event by S&P or Moody's) will give rise to a Default or
Event of Default because between the time the agreement is signed and the time
the action takes place, the Notes cease to be rated the Required Rating if such
action is completed in accordance with the terms of the agreement by the
deadline for performance, if any.

              SECTION 6.2. Acceleration.

              (a)    If an Event of Default (other than an Event of Default
specified in clause (7) or (8) of Section 6.1) shall occur and be continuing,
the Trustee or the Holders of at least 25% in principal amount of outstanding
Notes may declare the principal of and accrued interest on all the Notes to be
due and payable by notice in writing to Lennar and, if such notice is given by
Holders, the Trustee specifying the respective Event of Default and that it is a
"notice of acceleration" (the "Acceleration Notice"), and the same shall become
immediately due and payable. If an Event of Default specified in clause (7) or
(8) of Section 6.1 occurs and is continuing, then all unpaid Obligations on all
of the outstanding Notes shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

              (b)    At any time after a declaration of acceleration with
respect to the Notes as described in the preceding paragraph, the Holders of a
majority in aggregate principal amount of the Notes may rescind and cancel such
declaration and

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<PAGE>   69

its consequences (i) if the rescission would not conflict with any judgment or
decree, (ii) if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of such
acceleration, (iii) if interest on overdue installments of interest (to the
extent the payment of such interest is lawful) and on overdue principal, which
has become due otherwise than by such declaration of acceleration, has been
paid, (iv) if Lennar has paid the Trustee its reasonable compensation and
reimbursed the Trustee for its expenses, disbursements and advances and (v) in
the event of the cure or waiver of an Event of Default of the type described in
clause (3) or (4) of Section 6.1, the Trustee shall have received an Officers'
Certificate and an Opinion of Counsel that such Event of Default has been cured
or waived. No such rescission shall affect any subsequent Default or impair any
right consequent thereto.

              SECTION 6.3. Other Remedies.

              If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect all
amounts due with respect to the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

              All rights of action and claims under this Indenture or the Notes
may be enforced by the Trustee even if it does not possess any of the Notes or
does not produce any of them in the proceeding. A delay or omission by the
Trustee or any Holder in exercising any right or remedy accruing upon an Event
of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative to the extent permitted by law.

              SECTION 6.4. Waiver of Past Defaults.

              Prior to the declaration of acceleration of the Notes, the Holders
of not less than a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may, on behalf of the Holders of all the
Notes, waive any existing Default or Event of Default and its consequences under
this Indenture, except a Default or Event of Default specified in clause (1) or
(2) of Section 6.1 or in respect of any provision hereof which cannot be
modified or amended without the consent of the Holder so affected pursuant to
Section 9.2. When a Default or Event of Default is so waived, it shall be deemed
cured and shall cease to exist. This Section 6.4 shall be in lieu of Section
316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby
expressly excluded from this Indenture and the Notes, as permitted by the TIA.

              SECTION 6.5. Control by Majority.

              Subject to Section 2.9, the Holders of the Notes may not enforce
this Indenture or the Notes except as provided in this Article VI and under the
TIA. The Holders of not less than

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<PAGE>   70

a majority in aggregate principal amount of the outstanding Notes shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, provided, however that the Trustee may refuse to follow any
direction (a) that conflicts with any rule of law or this Indenture, (b) that
the Trustee determines may be unduly prejudicial to the rights of another
Holder, or (c) that may expose the Trustee to personal liability for which
reasonable indemnity provided to the Trustee against such liability shall be
inadequate; provided further, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction or this
Indenture. This Section 6.5 shall be in lieu of Section 316(a)(1)(A) of the TIA,
and such Section 316(a)(1)(A) of the TIA is hereby expressly excluded from this
Indenture and the Notes, as permitted by the TIA.

              SECTION 6.6. Limitation on Suits.

              No Holder of any Notes shall have any right to institute any
proceeding with respect to this Indenture or the Notes or any remedy hereunder,
unless the Holders of at least 25% in aggregate principal amount of the
outstanding Notes have made written request, and offered reasonable indemnity,
to the Trustee to institute such proceeding as Trustee under the Notes and this
Indenture, the Trustee has failed to institute such proceeding within 25 days
after receipt of such notice, request and offer of indemnity and the Trustee,
within such 25-day period, has not received directions inconsistent with such
written request by Holders of not less than a majority in aggregate principal
amount of the outstanding Notes.

              The foregoing limitations shall not apply to a suit instituted by
a Holder of a Note for the enforcement of the payment of any amount due with
respect to such Note on or after the respective due dates expressed or provided
for in such Note.

              A Holder may not use this Indenture to prejudice the rights of any
other Holders or to obtain priority or preference over such other Holders.

              SECTION 6.7. Right of Holders to Receive Payment.

              Notwithstanding any other provision in this Indenture, the right
of any Holder of a Note to receive payment of all amounts due with respect to
such Note, on or after the respective due dates expressed or provided for in
such Note, or to bring suit for the enforcement of any such payment on or after
the respective due dates, is absolute and unconditional and shall not be
impaired or affected without the consent of the Holder.

              SECTION 6.8. Collection Suit by Trustee.

              If an Event of Default specified in clause (1) or (2) of Section
6.1 occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against Lennar, or any other obligor on the
Notes for the whole

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<PAGE>   71

amount remaining unpaid with respect to the Notes, together with interest on
overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate per annum
provided for by the Notes and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

              SECTION 6.9. Trustee May File Proofs of Claim.

              The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents, counsel, accountants and
experts) and the Holders allowed in any judicial proceedings relative to Lennar
or Subsidiaries (or any other obligor upon the Notes), their creditors or their
property and shall be entitled and empowered to collect and receive any monies
or other property payable or deliverable on any such claims and to distribute
the same, and any Custodian in any such judicial proceedings is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and
counsel, and any other amounts due the Trustee under Section 7.7. Lennar's
payment obligations under this Section 6.9 shall be secured in accordance with
the provisions of Section 7.7. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

              SECTION 6.10. Priorities.

              If the Trustee collects any money pursuant to this Article VI it
shall pay out such money, subject to the provisions of Article X, in the
following order:

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

              Second: to Holders for interest accrued on the Notes, ratably,
      without preference or priority of any kind;

              Third: to Holders for all other amounts owing under the Notes,
      ratably, without preference or priority of any kind; and

              Fourth: the balance, if any, to Lennar.

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<PAGE>   72

              The Trustee, upon prior written notice to Lennar, may fix a record
date and payment date for any payment to Holders pursuant to this Section 6.10.

              SECTION 6.11. Undertaking for Costs.

              In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court may in its discretion require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to any suit by the Trustee, any suit by a
Holder pursuant to Section 6.7, or a suit by a Holder or Holders of more than
10% in aggregate principal amount of the outstanding Notes.

              SECTION 6.12. Restoration of Rights and Remedies.

              If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture or any Note and such proceeding
has been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case Lennar,
the Trustee and the Holders shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

                                  ARTICLE VII.

                                     TRUSTEE

              SECTION 7.1. Duties of Trustee.

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

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

              (1)    The Trustee need perform only those duties as are
       specifically set forth in this Indenture and no duties, covenants or
       obligations of the Trustee shall be implied in this Indenture.

              (2)    In the absence of bad faith on its part, the Trustee may
       conclusively rely, as to the truth of the statements and the correctness
       of the opinions expressed therein, upon certificates or opinions
       furnished to the

                                      -66-
<PAGE>   73

       Trustee and conforming to the requirements of this Indenture. However, in
       the case of any such certificates or opinions that by any provision
       hereof are specifically required to be furnished to the Trustee, the
       Trustee shall examine the certificates and opinions to determine whether
       or not they conform to the requirements of this Indenture.

              (c)    Notwithstanding anything to the contrary herein contained,
the Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

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

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

              (3)    The Trustee shall not be liable with respect to any action
       it takes or omits to take in good faith in accordance with a direction
       received by it pursuant to the second paragraph of Section 6.1 or Section
       6.2, 6.4 or 6.5.

              (d)    No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability, in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

              (e)    Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section
7.1 and Section 7.2.

              (f)    The Trustee shall not be liable for interest on any money
or assets received by it except as the Trustee may agree in writing with Lennar.
Assets held in trust by the Trustee need not be segregated from other assets
except to the extent required by law.

              (g)    The Trustee may refuse to perform any duty or exercise any
right or power hereunder unless (i) it is provided adequate funds to enable it
to do so and (ii) it receives indemnity reasonably satisfactory to it against
any loss, liability, fee or expense.

              SECTION 7.2. Rights of Trustee.

              Subject to Section 7.1:

              (a)    The Trustee may rely and shall be fully protected in acting
or refraining from acting upon any document believed by it to be genuine and to
have been signed or presented by the

                                      -67-
<PAGE>   74

proper Person. The Trustee need not and shall not be required to investigate any
fact or matter stated in the document.

              (b)    Before the Trustee acts or refrains from acting, it may
consult with counsel of its selection and may require an Officers' Certificate
or an Opinion of Counsel, or both, which shall conform to Sections 11.4 and
11.5. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officers' Certificate or Opinion of Counsel.

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

              (d)    The Trustee shall not be liable for any action that it
takes or omits to take in good faith which it reasonably believes to be
authorized or within its rights or powers.

              (e)    The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, notice, request, direction, consent, order, bond,
debenture, or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled, upon reasonable notice to Lennar, to
examine the books, records, and premises of Lennar, personally or by agent or
attorney and to consult with the officers and representatives of Lennar,
including Lennar's accountants and attorneys.

              (f)    The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity
reasonably satisfactory to the Trustee against the costs, expenses and
liabilities which may be incurred by it in compliance with such request, order
or direction.

              (g)    The Trustee shall not be required to give any bond or
surety in respect of the performance of its powers and duties hereunder.

              (h)    Delivery of reports, information and documents to the
Trustee under Section 4.8 is for informational purposes only and the Trustee's
receipt of the foregoing shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including Lennar's compliance with any of its covenants hereunder (as
to which the Trustee is entitled to rely exclusively on Officers' Certificates).

              SECTION 7.3. Individual Rights of Trustee.

              The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with

                                      -68-
<PAGE>   75

Lennar, any of its Subsidiaries, or their respective Affiliates with the same
rights it would have if it were not Trustee. Any Agent may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.

              SECTION 7.4. Trustee's Disclaimer.

              The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes,
and it shall not be accountable for Lennar's use of the proceeds from the Notes,
and it shall not be responsible for any statement of Lennar in this Indenture or
any document entered into or issued in connection with the issuance and sale of
the Notes or any statement in the Notes other than the Trustee's certificate of
authentication.

              SECTION 7.5. Notice of Default.

              If a Default or an Event of Default occurs and is continuing and
if it is known to a Trust Officer, the Trustee shall mail to each Holder notice
of the uncured Default or Event of Default within 90 days after obtaining
knowledge thereof. Except in the case of a Default or an Event of Default in
payment of principal of, or premium, if any, or interest on, any Note, including
an accelerated payment, a Default in payment on the Change in Control Payment
Date pursuant to a Change in Control Offer or a Default in compliance with
Article V hereof, the Trustee may withhold the notice if and so long as its
Board of Directors, the executive committee of its Board of Directors or a
committee of its directors and/or Trust Officers in good faith determines that
withholding the notice is in the interest of the Holders. The foregoing sentence
of this Section 7.5 shall be in lieu of the proviso to Section 315(b) of the TIA
and such proviso to Section 315(b) of the TIA is hereby expressly excluded from
this Indenture and the Notes, as permitted by the TIA.

              SECTION 7.6. Reports by Trustee to Holders.

              Within 60 days after May 15 of each year beginning with 2001, the
Trustee shall, to the extent that any of the events described in TIA Section
313(a) occurred within the previous twelve months, but not otherwise, mail to
each Holder a brief report dated as of such date that complies with TIA Section
313(a). The Trustee also shall comply with TIA Sections 313(b), (c) and (d).

              A copy of each report at the time of its mailing to Holders shall
be mailed to Lennar and filed with the Commission and each stock exchange, if
any, on which the Notes are listed.

              Lennar shall promptly notify the Trustee if the Notes become
listed on any stock exchange and the Trustee shall comply with TIA Section
313(d).

              SECTION 7.7. Compensation and Indemnity.

              Lennar shall pay to the Trustee from time to time such
compensation for its services as has been agreed to in writing

                                      -69-
<PAGE>   76

signed by Lennar and the Trustee. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. Lennar
shall reimburse the Trustee upon request for all reasonable out-of-pocket
disbursements, advances or expenses incurred or made by it in connection with
the performance of its duties under this Indenture. Such expenses shall include
the reasonable fees and expenses of the Trustee's agents, counsel, accountants
and experts.

              Lennar shall indemnify each of the Trustee (or any predecessor
Trustee) and its agents, employees, stockholders, Affiliates and directors and
officers for, and hold them each harmless against, any and all loss, liability,
damage, claim or expense (including reasonable fees and expenses of counsel),
including taxes (other than taxes based on the income of the Trustee) incurred
by any of them except for such actions to the extent caused by any negligence,
bad faith or willful misconduct on their part, arising out of or in connection
with the acceptance or administration of this trust including the reasonable
costs and expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of their rights, powers or
duties hereunder. The Trustee shall notify Lennar promptly of any claim asserted
against the Trustee for which it may seek indemnity, provided, however, that
failure to so notify Lennar shall not release Lennar of its obligations
hereunder unless, and then only to the extent, such failure results in the
forfeiture by Lennar of substantial rights and defenses. At the Trustee's sole
discretion, Lennar shall defend the claim and the Trustee shall cooperate and
may participate in the defense; provided, however, that any settlement of a
claim shall be approved in writing by the Trustee if such settlement would
result in an admission of liability by the Trustee or if such settlement would
not be accompanied by a full release of the Trustee for all liability arising
out of the events giving rise to such claim. Alternatively, the Trustee may at
its option have separate counsel of its own choosing and Lennar shall pay the
reasonable fees and expenses of such counsel.

              To secure Lennar's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Notes on all assets or money held or
collected by the Trustee, in its capacity as Trustee, except assets or money
held in trust to pay principal of or premium, if any, or interest on particular
Notes.

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

              The provisions of this Section 7.7 shall survive the termination
of this Indenture.

                                      -70-
<PAGE>   77

              SECTION 7.8. Replacement of Trustee.

              The Trustee may resign at any time by so notifying Lennar in
writing at least 30 days in advance of such resignation; provided, however, that
no such resignation shall be effective until a successor Trustee has accepted
its appointment pursuant to this Section 7.8. The Holders of a majority in
principal amount of the outstanding Notes may remove the Trustee and appoint a
successor Trustee with Lennar's consent, by so notifying Lennar and the Trustee.
Lennar may remove the Trustee if:

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

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

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

              (4)    the Trustee becomes incapable of acting.

              If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, Lennar shall notify each Holder of such event
and shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in aggregate principal
amount of the outstanding Notes may appoint a successor Trustee to replace the
successor Trustee appointed by Lennar.

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

              If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, Lennar or the
Holders of at least 10% in aggregate principal amount of the outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

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

              Notwithstanding any resignation or replacement of the Trustee
pursuant to this Section 7.8, Lennar's obligations under Section 7.7 shall
continue for the benefit of the retiring Trustee.

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<PAGE>   78

              SECTION 7.9. Successor Trustee by Merger, Etc.

              If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the resulting, surviving or transferee corporation without any
further act shall, if such resulting, surviving or transferee corporation is
otherwise eligible hereunder, be the successor Trustee; provided, however, that
such corporation shall be otherwise qualified and eligible under this Article
VII.

              SECTION 7.10. Eligibility; Disqualification.

              This Indenture shall always have a Trustee who satisfies the
requirement of TIA Sections 310(a)(1), (2) and (5). The Trustee (or, in the case
of a Trustee that is a corporation included in a bank holding company system,
the related bank holding company) shall have a combined capital and surplus of
at least $100 million as set forth in its most recent published annual report of
condition, and have a corporate trust office in the City of New York. In
addition, if the Trustee is a corporation included in a bank holding company
system, the Trustee, independently of such bank holding company, shall meet the
capital requirements of TIA Section 310(a)(2). The Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities, or certificates of interest or participation in other securities, of
Lennar are outstanding, if the requirements for such exclusion set forth in TIA
Section 310(b)(1) are met. The provisions of TIA Section 310 shall apply to
Lennar, as obligor of the Notes.

              SECTION 7.11. Preferential Collection of
                            Claims Against Lennar.

              The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein. The provisions of TIA Section 311 shall apply to Lennar, as obligor of
the Notes.

                                  ARTICLE VIII.

                       DISCHARGE OF INDENTURE; DEFEASANCE

              SECTION 8.1. Termination of Company's Obligations.

              (a)    This Indenture shall be discharged and shall cease to be of
further effect (except as to surviving rights of registration of transfer or
exchange and replacement of the Notes and the maintenance of an office or agency
for payments, as expressly provided for in this Indenture) as to all outstanding
Notes when (i) either (a) all the Notes theretofore authenticated and delivered
(except lost, stolen or destroyed Notes which have been replaced or paid and
Notes for whose payment money has theretofore been deposited in trust or
segregated and held in trust by Lennar and thereafter repaid to Lennar or
discharged

                                      -72-
<PAGE>   79

from such trust) have been delivered to the Trustee for cancellation or (b) all
Notes not theretofore delivered to the Trustee for cancellation have become due
and payable and Lennar has irrevocably deposited or caused to be deposited with
the Trustee funds in an amount sufficient to pay and discharge the entire
Indebtedness on the Notes not theretofore delivered to the Trustee for
cancellation to the date of deposit together with irrevocable instructions from
Lennar directing the Trustee to apply such funds to the payment thereof; (ii)
Lennar has paid all other sums payable under this Indenture by Lennar; and (iii)
Lennar has delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel stating that all conditions precedent under this Indenture relating to
the satisfaction and discharge of this Indenture have been complied with.

              (b)    Lennar may, at its option and at any time, elect to have
its obligations and the corresponding obligations of the Guarantors discharged
with respect to the outstanding Notes ("Legal Defeasance"). As a result of such
Legal Defeasance, Lennar shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes, except for (i) the rights of
Holders to receive payments in respect of the principal of, premium, if any, and
interest on the Notes when such payments are due, (ii) Lennar's obligations with
respect to the Notes concerning issuing temporary Notes, registration, transfer
and exchange of Notes, replacement of mutilated, destroyed, lost or stolen Notes
and the maintenance of an office or agency for payments, (iii) the rights,
powers, trust, duties and immunities of the Trustee and Lennar's obligations in
connection therewith and (iv) the Legal Defeasance provisions of this Section
8.1.

              (c)    In addition, Lennar may, at its option and at any time,
elect to have the obligations of Lennar and the corresponding obligations of the
Guarantors released with respect to Sections 4.10 through 4.18 and Article V
("Covenant Defeasance") and thereafter any omission to comply with such
obligations shall not constitute a Default or Event of Default with respect to
the Notes. In the event of Covenant Defeasance, those events described under
Section 6.1 (except those events described in Section 6.1(1), (2), (7) and (8))
will no longer constitute an Event of Default with respect to the Notes.

              (d)    In order to exercise either Legal Defeasance or Covenant
Defeasance:

                     (1)    Lennar must irrevocably deposit with the Trustee, in
trust, for the benefit of the holders of the Notes, U.S. Legal Tender, U.S.
Government Obligations, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, and interest on, the outstanding Notes to
maturity or prior redemption;

                     (2)    in the case of Legal Defeasance, Lennar shall have
delivered to the Trustee an Opinion of Counsel stating that (i) Lennar has
received from, or there has been published by, the

                                      -73-
<PAGE>   80

Internal Revenue Service a ruling or (ii) since the date of the Indenture, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon, such Opinion of Counsel shall confirm that,
the holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not
occurred;

                     (3)    in the case of Covenant Defeasance, Lennar shall
have delivered to the Trustee an Opinion of Counsel in the United States to the
effect that the holders of the outstanding Notes will not recognize income, gain
or loss for federal income tax purposes as a result of such Covenant Defeasance
and will be subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;

                     (4)    no Default or Event of Default shall have occurred
and be continuing on the date of such deposit (after giving effect thereto) or,
in connection with a Legal Defeasance, insofar as clauses (7) and (8) under
Section 6.1 are concerned, at any time in the period ending the 91st day after
the date of deposit;

                     (5)    such Legal Defeasance or Covenant Defeasance shall
not result in a breach or violation of, or constitute a default under any
material agreement or instrument to which Lennar or any of its Subsidiaries is a
party or by which Lennar or any of its Subsidiaries is bound;

                     (6)    Lennar shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by Lennar with the
intent of preferring the holders of Notes over the other creditors of Lennar
with the intent of defeating, hindering, delaying or defrauding creditors of
Lennar or others; and

                     (7)    Lennar shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the Legal Defeasance or the
Covenant Defeasance, as the case may be, have been complied with.

              SECTION 8.2. Application of Trust Money.

              The Trustee or Paying Agent shall hold in trust U.S. Legal Tender
or U.S. Government Obligations deposited with it pursuant to Section 8.1, and
shall apply the deposited U.S. Legal Tender and the money from U.S. Government
Obligations in accordance with this Indenture to the payment of the Notes. The
Trustee shall be under no obligation to invest said U.S. Legal Tender or U.S.
Government Obligations except as it may agree in writing with Lennar.

                                      -74-
<PAGE>   81

              Lennar shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Legal Tender or U.S.
Government Obligations deposited pursuant to Section 8.1 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of outstanding Notes.

              SECTION 8.3. Repayment to Lennar.

              Subject to Section 8.1, the Trustee and the Paying Agent shall
promptly pay to Lennar upon request any excess U.S. Legal Tender or U.S.
Government Obligations held by them at any time and thereupon shall be relieved
from all liability with respect to such money. The Trustee and the Paying Agent
shall pay to Lennar upon request any money held by them for the payment of the
Notes that remains unclaimed for one year; provided, however, that the Trustee
or such Paying Agent, before being required to make any payment, may at the
expense of Lennar cause to be published once in a newspaper of general
circulation in the City of New York or mail to each Holder entitled to such
money notice that such money remains unclaimed and that after a date specified
therein which shall be at least 30 days from the date of such publication or
mailing any unclaimed balance of such money then remaining will be repaid to
Lennar. After payment to Lennar, Holders entitled to such money must look to
Lennar for payment as general creditors unless an applicable law designates
another Person.

              SECTION 8.4. Reinstatement.

              If the Trustee or Paying Agent is unable to apply any U.S. Legal
Tender or U.S. Government Obligations in accordance with Section 8.2 by reason
of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, Lennar's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section 8.1
until such time as the Trustee or Paying Agent is permitted to apply all such
U.S. Legal Tender or U.S. Government Obligations in accordance with Section 8.2;
provided, however, that if Lennar has made any payment with respect to any Notes
because of the reinstatement of their obligations, Lennar shall be subrogated to
the rights of the Holders of such Notes to receive such payment from the U.S.
Legal Tender or U.S. Government Obligations held by the Trustee or Paying Agent.

              SECTION 8.5. Acknowledgment of Discharge by Trustee.

              After (i) the conditions of Section 8.1 have been satisfied, (ii)
Lennar has paid or caused to be paid all other sums payable hereunder by Lennar
and (iii) Lennar has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent referred to in
clause (i) above have been complied with, the Trustee upon request shall
acknowledge in writing the discharge of Lennar's obligations under this
Indenture except for those surviving obligations specified in Section 8.1.

                                      -75-
<PAGE>   82

                                   ARTICLE IX.

                          MODIFICATION OF THE INDENTURE

              SECTION 9.1. Without Consent of Holders.

              Notwithstanding Section 9.2, Lennar, the Guarantors and the
Trustee may amend, waive or supplement this Indenture without notice to or
consent of any Holder: (a) to cure any ambiguity, defect or inconsistency; (b)
to comply with Section 5.1 of this Indenture; (c) to provide for uncertificated
Notes in addition to certificated Notes; (d) to comply with any requirements of
the Commission in order to effect or maintain the qualification of this
Indenture under the TIA; (e) to add a Guarantor or to delete a Guarantor which,
in accordance with the terms of this Indenture, ceases to be liable on its
Guarantee; or (f) to make any change that would provide any additional benefit
or rights to the Holders or that does not adversely affect the rights of any
Holder in any material respect. Notwithstanding the foregoing, the Trustee and
Lennar may not make any change that adversely affects the rights of any Holder
in any material respect under this Indenture without the consent of such Holder.
In formulating its opinion on such matters, the Trustee will be entitled to rely
on such evidence as it deems appropriate, including, without limitation, solely
on an Opinion of Counsel and an Officer Certificate of Lennar.

              SECTION 9.2. With Consent of Holders.

              All other modifications, waivers and amendments of this Indenture
may be made with the consent of the Holders of a majority in principal amount of
the then outstanding Notes, except that, without the consent of each Holder of
the Notes affected thereby, no amendment or waiver may: (1) reduce the amount of
Notes whose Holders must consent to an amendment, supplement or waiver; (2)
reduce the rate of or change the time for payment of interest, including default
interest, on any Note; (3) reduce the principal of or change the fixed maturity
of any Note or alter the provisions (including related definitions) with respect
to redemptions described under Section 3.3 or with respect to mandatory offers
to repurchase Notes described under Section 4.14 or Section 4.18; (4) make any
Note payable in any currency other than that specified in connection with the
issuance thereof; (5) make any change in provisions of this Indenture protecting
the right of each Holder to receive payment of all amounts due with respect to
such Note on or after the due date thereof or to bring suit to enforce such
payment, or permitting Holders of a majority in principal amount of Notes to
waive Defaults or Events of Default; (6) modify the ranking or priority of the
Notes or any Guarantee; (7) release any Guarantor from any of its obligations
under its Guarantee or the Indenture otherwise than in accordance with the
Indenture; or (8) waive a continuing Default or Event of Default in the payment
of any required amount due on the Notes.

              After an amendment, supplement or waiver under this Section 9.2
becomes effective (as provided in Section 9.4), Lennar shall mail to the Holders
affected thereby a notice

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<PAGE>   83

briefly describing the amendment, supplement or waiver. Any failure of Lennar to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.

              SECTION 9.3. Compliance with TIA.

              Every amendment, waiver or supplement of this Indenture or the
Notes shall comply with the TIA as then in effect; provided, however, that this
Section 9.3 shall not of itself require that this Indenture or the Trustee be
qualified under the TIA or constitute any admission or acknowledgment by any
party hereto that any such qualification is required prior to the time this
Indenture and the Trustee are required by the TIA to be so qualified.

              SECTION 9.4. Revocation and Effect of Consents.

              Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. Subject to the following paragraph, any such Holder or subsequent Holder
may revoke the consent as to such Holder's Note or portion of such Note by
notice to the Trustee or Lennar received before the date on which the Trustee
receives an Officers' Certificate certifying that the Holders of the requisite
principal amount of Notes have consented (and not theretofore revoked such
consent) to the amendment, supplement or waiver. An amendment, supplement or
waiver becomes effective upon receipt by the Trustee of such Officers'
Certificate and evidence of consent by the Holders of the requisite percentage
in principal amount of outstanding Notes.

              Lennar may, but shall not be obligated to, fix a Record Date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which Record Date shall be at least 30 days prior to the
first solicitation of such consent. If a Record Date is fixed, then
notwithstanding the second sentence of the immediately preceding paragraph,
those Persons who were Holders at such Record Date (or their duly designated
proxies), and only those Persons, shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
Record Date. No such consent shall be valid or effective for more than 90 days
after such Record Date unless consents from Holders of the requisite percentage
in principal amount of outstanding Notes required hereunder for the
effectiveness of such consents shall have also been given and not revoked within
such 90 day period.

              SECTION 9.5. Notation on or Exchange of Notes.

              If an amendment, supplement or waiver changes the terms of a Note,
the Trustee may require the Holder of such Note to deliver it to the Trustee.
The Trustee may place an appropriate notation on the Note about the changed
terms and return it to the

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<PAGE>   84

Holder. Alternatively, if Lennar or the Trustee so determine, Lennar in exchange
for the Note shall issue and the Trustee shall authenticate a new Note that
reflects the changed terms.

              SECTION 9.6. Trustee to Sign Amendments, Etc.

              The Trustee shall execute any amendment, supplement or, waiver
authorized pursuant to this Article IX; provided, however, that the Trustee may,
but shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustees own rights, duties or immunities under this
Indenture. In executing such supplement or waiver the Trustee shall be entitled
to receive indemnity reasonably satisfactory to it, and shall be fully protected
in relying upon an Opinion of Counsel and an Officers' Certificate, stating that
no Default or Event of Default shall occur as a result of such amendment,
supplement or waiver and that the execution of any amendment, supplement or
waiver authorized pursuant to this Article IX is authorized or permitted by this
Indenture. Such Opinion of Counsel shall not be an expense of the Trustee.

                                   ARTICLE X.

                               GUARANTEE OF NOTES

              SECTION 10.1. Unconditional Guarantee.

              Each Guarantor, if any, hereby jointly and severally,
unconditionally and irrevocably guarantees (such guarantee to be referred to
herein as a "Guarantee") to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, that: (a) all
amounts due with respect to the Notes (including any Additional Interest payable
thereon) shall be duly and punctually paid in full when due, whether at
maturity, upon redemption at the option of Holders pursuant to the provisions of
the Notes relating thereto, by acceleration or otherwise, and interest on the
overdue principal and (to the extent permitted by law) interest, if any, on the
Notes and all other obligations of the Company or the Guarantors to the Holders
or the Trustee hereunder or thereunder (including amounts due the Trustee under
Section 7.7) and all other obligations shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, the same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at maturity, by
acceleration or otherwise. Failing payment when due of any amount so guaranteed,
or failing performance of any other obligation of the Company to the Holders
under this Indenture or under the Notes, for whatever reason, each Guarantor
shall be obligated to pay, or to perform or cause the performance of, the same
immediately. An Event of Default under this Indenture or the Notes shall
constitute an event of default under this Guarantee, and shall entitle the
Holders of Notes to accelerate the obligations of the Guarantors hereunder in
the same manner and to the same extent as the obligations of the Company.

                                      -78-
<PAGE>   85

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

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

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

              SECTION 10.2. Limitations on Guarantees.

              The obligations of each Guarantor under its Guarantee will be
limited to the maximum amount which, after giving effect to all other contingent
and fixed liabilities of such Guarantor and after giving effect to any
collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to its contribution obligations under this Indenture,

                                      -79-
<PAGE>   86

will result in the obligations of such Guarantor under its Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.

              The Guarantors shall include (i) each of the Company's Restricted
Subsidiaries as of the Issue Date other than its Foreign Subsidiaries, (ii) each
of the Company's Subsidiaries that in the future executes a supplemental
indenture in which such Subsidiary agrees to be bound by the terms hereof as a
Guarantor; and (iii) any Restricted Subsidiary, whether formed or acquired after
the Issue Date, that guarantees any outstanding Indebtedness of Lennar or any
Restricted Subsidiary; provided, however, that if any Guarantor is released from
its guarantee of the outstanding Indebtedness of Lennar or any Restricted
Subsidiary, such Guarantor shall be automatically released from its obligations
as Guarantor and, from and after such date, such Guarantor shall cease to
constitute a Guarantor.

              SECTION 10.3. Execution and Delivery of Guarantee.

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

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

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

              SECTION 10.4. Release of a Guarantor.

              (a)    If no Default exists or would exist under this Indenture,
upon the sale or disposition of all of the Capital Stock of a Guarantor by the
Company or a Restricted Subsidiary of the Company in a transaction constituting
an Asset Disposition the Net Cash Proceeds of which are applied in accordance
with Section 4.18, or upon the consolidation or merger of a Guarantor with or
into any Person in compliance with Article V (in each case, other than to the
Company or an Affiliate of the Company or a Restricted Subsidiary), or if any
Guarantor is dissolved or liquidated in accordance with this Indenture, or if a
Guarantor is designated an Unrestricted Subsidiary in accordance with the
definition of "Unrestricted Subsidiary", such Guarantor and each Subsidiary of
such Guarantor that is also a Guarantor shall be deemed released from all
obligations under this Article X without

                                      -80-
<PAGE>   87

any further action required on the part of the Trustee or any Holder; provided,
however, that each such Guarantor is sold or disposed of in accordance with this
Indenture. Any Guarantor not so released or the entity surviving such Guarantor,
as applicable, shall remain or be liable under its Guarantee as provided in this
Article X.

              (b)    The Trustee shall deliver an appropriate instrument
evidencing the release of a Guarantor upon receipt of a request by the Company
or such Guarantor accompanied by an Officers' Certificate and an Opinion of
Counsel certifying as to the compliance with this Section 10.4, provided the
legal counsel delivering such Opinion of Counsel may rely as to matters of fact
on one or more Officers' Certificates.

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

              Except as set forth in Articles IV and V and this Section 10.4,
nothing contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor or shall prevent any sale or conveyance of the property of a Guarantor
as an entirety or substantially as an entirety to the Company or another
Guarantor.

              SECTION 10.5. Waiver of Subrogation.

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

                                      -81-
<PAGE>   88

matured or unmatured, in accordance with the terms of this Indenture. Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that the waiver
set forth in this Section 10.5 is knowingly made in contemplation of such
benefits.

              SECTION 10.6. No Set-Off.

              Each payment to be made by a Guarantor hereunder in respect of the
Obligations shall be payable in the currency or currencies in which such
Obligations are denominated, and shall be made without set-off, counterclaim,
reduction or diminution of any kind or nature.

              SECTION 10.7. Obligations Absolute.

              The obligations of each Guarantor hereunder are and shall be
absolute and unconditional and any monies or amounts expressed to be owing or
payable by each Guarantor hereunder which may not be recoverable from such
Guarantor on the basis of a Guarantee shall be recoverable from such Guarantor
as a primary obligor and principal debtor in respect thereof.

              SECTION 10.8. Obligations Continuing.

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

              SECTION 10.9. Obligations Not Reduced.

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

                                      -82-
<PAGE>   89

              SECTION 10.10. Obligations Reinstated.

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

              SECTION 10.11. Obligations Not Affected.

              The obligations of each Guarantor hereunder shall not be affected,
impaired or diminished in any way by any act, omission, matter or thing
whatsoever, occurring before, upon or after any demand for payment hereunder
(and whether or not known or consented to by any Guarantor or any of the
Holders) which, but for this provision, might constitute a whole or partial
defense to a claim against any Guarantor hereunder or might operate to release
or otherwise exonerate any Guarantor from any of its obligations hereunder or
otherwise affect such obligations, whether occasioned by default of any of the
Holders or otherwise, including, without limitation:

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

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

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

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

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

                                      -83-
<PAGE>   90

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

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

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

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

              (j)    any other circumstance, including release of the Guarantor
pursuant to Section 10.4 (other than by complete, irrevocable payment) that
might otherwise constitute a legal or equitable discharge or defense of the
Company under this Indenture or the Notes or of a Guarantor in respect of its
Guarantee hereunder.

              SECTION 10.12. Waiver.

              Without in any way limiting the provisions of Section 10.1 hereof,
each Guarantor hereby waives notice of acceptance hereof, notice of any
liability of any Guarantor hereunder, notice or proof of reliance by the Holders
upon the obligations of any Guarantor hereunder, and diligence, presentment,
demand for payment on the Company, protest, notice of dishonor or non-payment of
any of the Obligations, or other notice or formalities to the Company or any
Guarantor of any kind whatsoever.

              SECTION 10.13. No Obligation to Take Action Against the Company.

              Neither the Trustee nor any other Person shall have any obligation
to enforce or exhaust any rights or remedies or to take any other steps under
any security for the Obligations or against the Company or any other Person or
any Property of the Company or any other Person before the Trustee is entitled
to demand payment and performance by any or all Guarantors of their liabilities
and obligations under their Guarantees or under this Indenture.

              SECTION 10.14. Dealing with the Company and Others.

              The Holders, without releasing, discharging, limiting or otherwise
affecting in whole or in part the obligations and liabilities of any Guarantor
hereunder and without the consent of or notice to any Guarantor, may

                                      -84-
<PAGE>   91

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

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

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

              (d)    accept compromises or arrangements from the Company;

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

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

              SECTION 10.15. Default and Enforcement.

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

              SECTION 10.16. Amendment, Etc.

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

              SECTION 10.17. Acknowledgment.

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

              SECTION 10.18. Costs and Expenses.

              Each Guarantor shall pay on demand by the Trustee any and all
costs, fees and expenses (including, without limitation, legal fees on a
solicitor and client basis) incurred by the

                                      -85-
<PAGE>   92

Trustee, its agents, advisors and counsel or any of the Holders in enforcing any
of their rights under any Guarantee.

              SECTION 10.19. No Merger or Waiver; Cumulative Remedies.

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

              SECTION 10.20. Survival of Obligations.

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

              SECTION 10.21. Guarantee in Addition to Other Obligations.

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

              SECTION 10.22. Severability.

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

              SECTION 10.23. Successors and Assigns.

              Each Guarantee shall be binding upon and inure to the benefit of
each Guarantor and the Trustee and the other Holders and their respective
successors and permitted assigns, except

                                      -86-
<PAGE>   93

that no Guarantor may assign any of its obligations hereunder or thereunder.

                                   ARTICLE XI.

                                  MISCELLANEOUS

              SECTION 11.1. TIA Controls.

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

              SECTION 11.2. Notices.

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

              if to Lennar or any Guarantor:

                     700 N.W. 107th Avenue
                     Miami, FL  33172
                     Telecopier Number:  (305) 227-7115
                     Attention:  Chief Financial Officer

              if to the Trustee:

                     1 Bank One Plaza
                     Suite IL 1-0126
                     Chicago, Illinois 60670-0126
                     Telecopier Number:  (312) 407-4656
                     Attention:  Global Corporate Trust Services

              Each of Lennar and the Trustee by written notice to the other may
designate additional or different addresses for notices to such Person. Any
notice or communication to Lennar or the Trustee shall be deemed to have been
given or made as of the date so delivered if hand delivered; when answered back,
if telexed; when receipt is acknowledged, if faxed; and five (5) calendar days
after mailing if sent by registered or certified mail, postage prepaid (except
that a notice of change of address shall not be deemed to have been given until
actually received by the addressee).

              Any notice or communication mailed to a Holder shall be mailed by
first class mail, certified or registered return receipt requested, or by
overnight courier guaranteeing next day

                                      -87-
<PAGE>   94

delivery to its address as it appears on the registration books of the
Registrar. Any notice or communication shall be mailed to any Person as
described in TIA Section 313(c), to the extent required by the TIA.

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

              SECTION 11.3. Communications by Holders with Other Holders.

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

              SECTION 11.4. Certificate and Opinion as to Conditions Precedent.

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

              (1)    an Officers' Certificate, in form and substance
       satisfactory to the Trustee, stating that, in the opinion of the signers,
       all conditions precedent to be performed by Lennar, if any, provided for
       in this Indenture relating to the proposed action have been complied
       with; and

              (2)    an Opinion of Counsel stating that, in the opinion of such
       counsel, all such conditions precedent to be performed by Lennar, if any,
       provided for in this Indenture relating to the proposed action have been
       complied with (which counsel, as to factual matters, may rely on an
       Officers' Certificate).

              SECTION 11.5. Statements Required in Certificate or Opinion.

              Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, other than the Officers'
Certificate required by Section 4.6, shall include:

              (1)    a statement that the Person making such certificate or
       opinion has read such covenant or condition;

              (2)    a brief statement as to the nature and scope of the
       examination or investigation upon which the statements or opinions
       contained in such certificate or opinion are based;

              (3)    a statement that, in the opinion of such Person, he has
       made such examination or investigation as is

                                      -88-
<PAGE>   95

       reasonably necessary to enable him to express an informed opinion as to
       whether or not such covenant or condition has been complied with; and

              (4)    a statement as to whether or not, in the opinion of such
       Person, such condition or covenant has been complied with.

              SECTION 11.6. Rules by Trustee, Paying Agent, Registrar.

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

              SECTION 11.7. Legal Holidays.

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

              SECTION 11.8. Governing Law.

              THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICT OF LAWS. Each of the parties hereto agrees to submit to the
jurisdiction of the courts of the State of New York sitting in the County of New
York, or of the United States of America for the Southern District of New York
in any action or proceeding arising out of or relating to this Indenture.

              SECTION 11.9. No Adverse Interpretation of Other Agreements.

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

              SECTION 11.10. No Personal Liability.

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

                                      -89-
<PAGE>   96

              SECTION 11.11. Successors.

              All agreements of Lennar in this Indenture and the Notes shall
bind their successors and permitted assigns. All agreements of the Trustee in
this Indenture shall bind its successors and permitted assigns.

              SECTION 11.12. Duplicate Originals.

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

              SECTION 11.13. Severability.

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

                                      -90-
<PAGE>   97


                                   SIGNATURES

              IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, all as of the date first written above.

                     LENNAR CORPORATION

                     By:/s/ David B. McCain
                        ---------------------------------
                        Name: David B. McCain
                        Title:

                     BCDC CORP.,
                     BOCA GREENS, INC.,
                     BOCA ISLES CLUB, INC.,
                     BOCA ISLES SOUTH CLUB, INC.,
                     BRAMALEA CALIFORNIA, INC.,
                     BRAMALEA CALIFORNIA PROPERTIES, INC.,
                     BRAMALEA CALIFORNIA REALTY, INC.,
                     CLODINE-BELLAIRE LP, INC.,
                     CLUB PEMBROKE ISLES, INC.,
                     DCA AT BANYAN TREE, INC.,
                     DCA AT NORTH LAUDERDALE, INC.,
                     DCA AT PEMBROKE POINTE, INC.,
                     DCA AT WIGGINS BAY, INC.,
                     DCA GENERAL CONTRACTORS, INC.,
                     DCA HOMES OF CENTRAL FLORIDA, INC.,
                     DCA NJ REALTY, INC.,
                     DCA OF BROWARD COUNTY, INC.,
                     DCA OF HIALEAH, INC.,
                     DCA OF LAKE WORTH, INC.,
                     DCA OF NEW JERSEY, INC.,
                     DEVCO LAND CORP.,
                     DYEING & FINISHING, INC.,
                     FIRST ATLANTIC BUILDING CORP.,
                     GREYSTONE CONSTRUCTION, INC.,
                     GREYSTONE HOMES, INC.,
                     GREYSTONE HOMES OF NEVADA, INC.,
                     GREYSTONE NEVADA, LLC,
                     HARRIS COUNTY LP, INC.,
                     HILLSIDE, INC.,
                     INACTIVE CORPORATIONS, INC.,
                     KINGS ISLE RECREATION CORP.,
                     KINGS RIDGE GOLF CORPORATION,
                     KINGS RIDGE RECREATION CORPORATION,
                     KINGS WOOD DEVELOPMENT CORPORATION,
                     LENNAR ACQUISITION CORP. II,
                     LENNAR.COM, INC.,
                     LENNAR COMMUNITIES, INC.,
                     LENNAR COMMUNITIES DEVELOPMENT, INC.,
                     LENNAR CONSTRUCTION, INC.,
                     LENNAR FINANCIAL SERVICES, INC.,
                     LENNAR HOMES, INC.,
                     LENNAR HOMES OF ARIZONA, INC.,
                     LENNAR HOMES OF CALIFORNIA, INC.,

                                      -91-
<PAGE>   98

                     **LENNAR HOMES OF TEXAS LAND AND CONSTRUCTION, LTD.,
                     **LENNAR HOMES OF TEXAS SALES AND MARKETING, LTD.,
                     LENNAR LA PAZ LIMITED, INC.,
                     LENNAR LA PAZ, INC.,
                     LENNAR LAND PARTNERS SUB, INC.,
                     LENNAR LAND PARTNERS SUB II, INC.,
                     LENNAR MANAGEMENT, INC.,
                     LENNAR NEVADA, INC.,
                     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 OCEANSIDE, LLC,
                     *LENNAR PACIFIC, INC.,
                     *LENNAR PACIFIC, L.P.,
                     *LENNAR PACIFIC PROPERTIES, INC.,
                     LENNAR REALTY, INC.,
                     LENNAR RENAISSANCE, INC.,
                     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 TITLE SERVICES, INC.,
                     LONG POINT DEVELOPMENT CORPORATION,
                     LUCERNE GREENS, INC.,
                     LUCERNE MERGED CONDOMINIUMS, INC.,
                     M.A.P. BUILDERS, INC.,
                     M.A.P. VINEYARDS OF PLANTATION, INC.,
                     MARLBOROUGH DEVELOPMENT CORPORATION,
                     MIDLAND HOUSING INDUSTRIES CORP.,
                     MIDLAND INVESTMENT CORPORATION,
                     MISSION VIEJO HOLDINGS, INC.,
                     MISSION VIEJO 12S VENTURE, LP,
                     MONTEREY VILLAGE DEVELOPMENT CORP.,
                     QUALITY ROOF TRUSS COMPANY,
                     RANCHO SUMMIT, LLC,
                     REGENCY TITLE COMPANY,
                     RIVIERA LAND CORP.,
                     ROCKHURST-FONTAINE LIMITED PARTNERSHIP,
                     SANTA FE LAKES, L.P.,
                     SAVELL GULLEY DEVELOPMENT CORPORATION,
                     SILVER LAKES-GATEWAY CLUBHOUSE, INC.,
                     SLTC, INC.,
                     STRATEGIC HOLDINGS, INC.,
                     STRATEGIC TECHNOLOGIES, INC.,
                     STRATEGIC TECHNOLOGIES COMMUNICATIONS OF CALIFORNIA, INC.,
                     SUPERIOR REALTY & MARKETING, INC.,
                     UNIVERSAL TITLE INSURORS, INC.,

                                      -92-
<PAGE>   99

                     U.S. HOME CORPORATION (f/k/a LEN ACQUISITION CORPORATION),
                     W. B. HOMES, INC.,
                     WESTCHASE, INC.,
                     BRUSHMASTERS, INC.,
                     CANTERBURY CORPORATION,
                     COUNTRYPLACE GOLF COURSE, INC.,
                     E.M.J.V. CORP.,
                     HOMECRAFT CORPORATION,
                     IMPERIAL HOMES CORPORATION,
                     LUNDGREN BROS. CONSTRUCTION, INC.,
                     MID-COUNTY UTILITIES, INC.,
                     OCEANPOINTE DEVELOPMENT CORPORATION,
                     ORRIN THOMPSON CONSTRUCTION COMPANY,
                     ORRIN THOMPSON HOMES CORP.,
                     PAPARONE CONSTRUCTION CO.,
                     PRARIE LAKE CORPORATION,
                     RIVENHOME CORPORATION,
                     RUTENBERG HOMES, INC. (FL),
                     RUTENBERG HOMES, INC. (TX),
                     STONEY CORPORATION,
                     SUMMERWAY INVESTMENT CORP.,
                     U.S. HOME & DEVELOPMENT CORPORATION,
                     U.S. HOME OF ARIZONA CONSTRUCTION CO.,
                     U.S. HOME OF COLORADO REAL ESTATE, INC.,
                     U.S. HOME REALTY CORPORATION,
                     U.S. HOME REALTY, INC. (MD),
                     U.S. HOME REALTY, INC. (TX),
                     U.S.H. CORPORATION OF NEW YORK,
                     U.S. H. LOS PRADOS, INC.,
                     USH ACQUISITION CORP.,
                     USH EQUITY CORPORATION,
                     USH HOLDING, INC.,
                     USH MILLENNIUM VENTURES CORP.,
                     USH/MJR, INC.,
                     USH (WEST LAKE), INC.,
                     USH WOODBRIDGE, INC. and
                     WESTSTONE CORPORATION,

                     as Guarantors

                     By: /s/ David B. McCain
                        ---------------------------------
                        Name:  David B. McCain
                        Title: Vice President

---------------
*Executed by authorized agent.

**Executed by Lennar Texas Holding Company, as General Partner.

                                      -93-
<PAGE>   100

                          BANK ONE TRUST COMPANY, N.A.,
                          as Trustee

                          By:/s/ Mary R. Fonti
                             ------------------------------
                             Name:  Mary R. Fonti
                             Title: Trustee

                                      -94-
<PAGE>   101


                                                                       EXHIBIT A

                             [FORM OF SERIES A NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) (AN
"INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE THAT IS
TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS SECURITY AND THE LAST
DATE ON WHICH THE ISSUER OF THIS SECURITY OR ANY AFFILIATED PERSON OF THE ISSUER
WAS THE OWNER OF THIS SECURITY OR ANY PREDECESSOR SECURITY, RESELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER,
(B) INSIDE THE UNITED STATES, TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO THE TRANSFER, FURNISHES (OR HAS
FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN
INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN,
THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                                       A-1
<PAGE>   102

                                                                      CUSIP No.:

                               LENNAR CORPORATION

                      9.95% SENIOR NOTE DUE 2010, SERIES A

No.                                                                        $

              LENNAR CORPORATION, a Delaware corporation (the "Company," which
term includes any successor entities), for value received promises to pay to
___________________ or registered assigns the principal sum of ________________
Dollars on May 1, 2010.

              Interest Payment Dates: June 1 and December 1,

commencing December 1, 2000

              Record Dates: May 15 and November 15

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

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

                                           LENNAR CORPORATION

                                           By:
                                              ----------------------------
                                              Name:
                                              Title:

                                           By:
                                              ----------------------------
                                              Name:
                                              Title:

Dated:


                                      A-2
<PAGE>   103


Certificate of Authentication

              This is one of the 9.95% Senior Notes due 2010, Series A, referred
to in the within-mentioned Indenture.

                                                                    , as Trustee

                                            By:
                                               ---------------------------------
                                                            Authorized Signatory

Date of Authentication:


                                      A-3
<PAGE>   104


                              (REVERSE OF SECURITY)

                      9.95% Senior Note due 2010, Series A

              Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to them in the Indenture, dated as of May 3, 2000 (the
"Indenture"), and as amended from time to time, among Lennar Corporation, a
Delaware corporation (the "Company"), the Guarantors named therein and Bank One
Trust Company, NA, as trustee (the "Trustee").

              (1)    Interest. Lennar promises to pay interest on the principal
amount of this Note at the rate per annum above. Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from May 3, 2000. Lennar will pay interest semi-annually
in arrears on each Interest Payment Date, commencing December 1, 2000. Interest
will be computed on the basis of a 360-day year of twelve 30-day months and, in
the case of a partial month, the actual number of days elapsed.

              Lennar shall pay interest on overdue principal and, to the extent
lawful, on overdue installments of interest (without regard to any applicable
grace periods) from time to time on demand at the rate borne by the Notes.

              (2)    Method of Payment. Lennar shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on the Record Date immediately preceding the Interest Payment
Date even if the Notes are canceled on registration of transfer or registration
of exchange (including pursuant to an Exchange Offer (as defined in the
Registration Rights Agreement) or a Change in Control Offer) after such Record
Date. Holders must surrender Notes to a Paying Agent to collect principal
payments. Lennar shall pay principal and premium, if any, and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts ("U.S. Legal Tender"). However, Lennar may pay
principal and premium, if any, and interest by check payable in such U.S. Legal
Tender or by wire transfer of immediately available funds. Lennar may deliver
any such interest payment to the Paying Agent or to a Holder at the Holder's
registered address.

              (3)    Paying Agent and Registrar. Initially, the Trustee will act
as Paying Agent and Registrar. Lennar may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders.

              (4)    Indenture. Lennar issued the Notes under the Indenture.
This Note is one of a duly authorized issue of Notes of Lennar designated as its
9.95% Senior Notes due 2010, Series A (the "Initial Notes"), limited (except as
otherwise provided in

                                      A-4
<PAGE>   105

the Indenture) in aggregate principal amount to $500,000,000 which may be
issued under the Indenture. The Notes include the Initial Notes, the Private
Exchange Notes and the Unrestricted Notes, as defined below, issued in exchange
for the Initial Notes pursuant to the Registration Rights Agreement. The Initial
Notes, the Private Exchange Notes and the Unrestricted Notes are treated as a
single class of securities under the Indenture. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the
"TIA"), as in effect on the date of the Indenture. Notwithstanding anything to
the contrary herein, the Notes are subject to all such terms, and Holders of
Notes are referred to the Indenture and the TIA for a statement of such terms.
The Notes are general unsecured obligations of Lennar. Each Holder, by accepting
a Note, agrees to be bound by all of the terms and provisions of the Indenture,
as the same may be amended from time to time in accordance with its terms.

              (5)    Redemption. The Notes are redeemable, at Lennar's option,
in whole or in part from time to time, at any time after May 1, 2005, upon not
less than 30 nor more than 60 days' notice, at the following Redemption Prices
(expressed as percentages of the principal amount thereof) if redeemed during
the twelve-month period commencing on May 1 of the years set forth below, plus,
in each case, accrued and unpaid interest thereon, if any, to the date of
redemption:

<TABLE>
<CAPTION>
       Year                                                             Percentage
       ----                                                             ----------
<S>                                                                   <C>
       2005                                                              104.975%
       2006                                                              103.317%
       2007                                                              101.656%
       2008 and thereafter                                               100.000%
</TABLE>


              Notwithstanding the foregoing, at any time, or from time to time,
on or prior to May 1, 2003, Lennar may, at its option, redeem, with the net cash
proceeds of one or more Equity Offerings by Lennar, up to 35% of the aggregate
principal amount of the Notes issued and sold by Lennar at a redemption price
equal to 109.950% of the principal amount thereof, plus accrued interest
thereon, if any, to the date of redemption, provided, that at least 65% of the
aggregate principal amount of the Notes issued and sold by Lennar remain
outstanding immediately following such redemption. In order to effect the
foregoing redemption with the proceeds of any Equity Offering, Lennar shall make
such redemption not more than 60 days after the consummation of any such Equity
Offering.

              (6)    Notice of Redemption. Notice of redemption will be mailed
at least 30 but not more than 60 days before the Redemption Date to each Holder
of Notes to be redeemed at its

                                      A-5
<PAGE>   106

registered address. Notes in denominations larger than $1,000 may be redeemed in
part.

              Except as set forth in the Indenture, if monies for the redemption
of the Notes called for redemption shall have been deposited with the Paying
Agent for redemption on such Redemption Date, then, unless Lennar defaults in
the payment of such Redemption Price plus accrued interest, if any, the Notes
called for redemption will cease to bear interest from and after such Redemption
Date and the only right of the Holders of such Notes will be to receive payment
of the Redemption Price plus accrued interest, if any.

              (7)    Offers to Purchase. The Indenture provides that, after
certain Asset Dispositions and upon the occurrence of a Change in Control, and
subject to further limitations contained therein, the Company will make an offer
to purchase certain amounts of the Notes in accordance with the procedures set
forth in the Indenture.

              (8)    Registration Rights. Pursuant to the Registration Rights
Agreement among Lennar, the Guarantors and the Initial Purchasers, Lennar will
be obligated to consummate an exchange offer pursuant to which the Holder of
this Note shall have the right to exchange this Note for Lennar's 9.95% Senior
Notes due 2010, Series B (the "Unrestricted Notes"), which will be registered
under the Securities Act, in like principal amount and having terms identical in
all material respects as the Initial Notes. The Holders of the Initial Notes
shall be entitled to receive certain additional interest payments in the event
such exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of the Registration Rights
Agreement.

              (9)    Denominations; Transfer; Exchange. The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples of $1,000. A Holder shall register the transfer of or exchange of
Notes in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay certain transfer taxes or similar governmental charges payable in
connection therewith as required by law or as permitted by the Indenture. The
Registrar need not register the transfer of or exchange of any Notes or portions
thereof selected for redemption except for the unredeemed portion of any Note
being redeemed in part.

              (10)   Persons Deemed Owners. The registered Holder of a Note
shall be treated as the owner of it for all purposes.

              (11)   Unclaimed Money. If money for the payment of principal,
premium, if any, or interest remains unclaimed for one year, the Trustee and the
Paying Agent will pay the money back to

                                      A-6
<PAGE>   107

Lennar. After that, all liability of the Trustee and such Paying Agent with
respect to such money shall cease.

              (12)   Discharge Prior to Redemption or Maturity. If Lennar at any
time deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations
sufficient to pay the principal of, premium, if any, and interest on the Notes
to redemption or maturity and complies with the other provisions of the
Indenture relating thereto, Lennar will be discharged from certain provisions of
the Indenture and the Notes (excluding certain covenants, but including, under
certain circumstances, its obligation to pay the principal of and interest on
the Notes but without affecting the rights of the Holders to receive such
amounts from such deposits).

              (13)   Amendment; Supplement; Waiver. Subject to certain
exceptions set forth in the Indenture, the Indenture or the Notes may be amended
or supplemented with the written consent of the Holders of not less than a
majority in aggregate principal amount of the Notes then outstanding, and any
past Default or Event of Default or noncompliance with any provision may be
waived with the written consent of the Holders of not less than a majority in
aggregate principal amount of the Notes then outstanding. Without notice to or
consent of any Holder, the parties thereto may amend or supplement the Indenture
or the Notes to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Notes in addition to or in place of
certificated Notes, comply with any requirements of the Commission in order to
effect or maintain the qualification of the Indenture under the TIA or comply
with Section 5.1 of the Indenture or make any other change that does not
adversely affect the rights of any Holder of a Note in any material respect.

              (14)   Restrictive Covenants. The Indenture imposes certain
limitations on the ability of Lennar and the Restricted Subsidiaries to, among
other things, incur additional Indebtedness, make payments in respect of its
Capital Stock or certain Indebtedness, create or incur liens, enter into
transactions with Affiliates, create dividend or other payment restrictions
affecting Subsidiaries, issue Preferred Stock of Restricted Subsidiaries, and on
the ability of Lennar to merge or consolidate with any other Person or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of Lennar's and the Restricted Subsidiaries' assets or adopt a plan of
liquidation. Such limitations are subject to a number of important
qualifications and exceptions. Pursuant to the Indenture, Lennar must annually
report to the Trustee on compliance with such limitations.

              (15)   Successors. When a successor assumes, in accordance with
the Indenture, all the obligations of its predecessor under the Notes and the
Indenture, the predecessor, subject to certain exceptions, will be released from
those obligations.

                                      A-7
<PAGE>   108

              (16)   Defaults and Remedies. Except as set forth in the
Indenture, if an Event of Default occurs and is continuing, the Trustee or the
Holders of not less than 25% in principal amount of Notes then outstanding may
declare all the Notes to be due and payable in the manner, at the time and with
the effect provided in the Indenture. Holders of Notes may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity
reasonably satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Notes then outstanding to direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of Notes notice of any
continuing Default or Event of Default (except a Default in payment of
principal, premium, if any, or interest when due, for any reason or a Default in
compliance with Article Five of the Indenture) if it determines that withholding
notice is in their interest.

              (17)   Trustee Dealings with Company. The Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with Lennar, its Subsidiaries or their
respective Affiliates as if it were not the Trustee.

              (18)   No Recourse Against Others. No partner, director, officer,
employee or stockholder, as such, of Lennar or any Guarantor shall have any
liability for any obligations of Lennar or any Guarantor under the Notes, the
Indenture or the Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Notes.

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

              (20)   Authentication. This Note shall not be valid until the
Trustee or Authenticating Agent manually signs the certificate of authentication
on this Note.

              (21)   Governing Law. This Note and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
as applied to contracts made and performed within the State of New York, without
regard to principles of conflict of laws. Each of the parties hereto and the
Holders agree to submit to the jurisdiction of the courts of the County of New
York, State of New York or of the United States of America

                                      A-8
<PAGE>   109

for the Southern District of New York in any action or proceeding arising out of
or relating to this Note.

              (22)   Abbreviations and Defined Terms. Customary abbreviations
may be used in the name of a Holder of a Note or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

              (23)   CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, Lennar has caused
CUSIP numbers to be printed on the Notes as a convenience to the Holders of the
Notes. No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.

              Lennar will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture, which includes the text of this
Note. Requests may be made to: Lennar Corporation, 700 N.W. 107th Avenue, Miami,
FL 33172.

                                      A-9
<PAGE>   110


                                 ASSIGNMENT FORM

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

I or we assign and transfer this Note to:

----------------------

----------------------

----------------------

                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

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

<TABLE>
<S>                                          <C>
Dated:                                        Signed:
      -------------------------                      ---------------------------
                                              (Sign exactly as your name appears
                                              on the other side of this Note)
</TABLE>

Signature Guarantee:
                    ------------------------------------------------------------

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

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

                                      A-10
<PAGE>   111


                                  [Check One]

<TABLE>
<S>           <C>
(1) ___       to Lennar or a Subsidiary thereof; or

(2) ___       pursuant to and in compliance with Rule 144A under the Securities Act; or

(3) ___       to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under
              the Securities Act) that has furnished to the Trustee a signed letter containing certain
              representations and agreements (the form of which letter can be obtained from the Trustee); or

(4) ___       outside the United States to a "foreign person" in compliance with Rule 904 of Regulation S
              under the Securities Act; or

(5) ___       pursuant to the exemption from registration provided by Rule 144 under the Securities Act; or

(6) ___       pursuant to an effective registration statement under the Securities Act; or

(7) ___       pursuant to another available exemption from the registration requirements of the Securities Act.
</TABLE>

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

       [ ]    The transferee is an Affiliate of Lennar.

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

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

                                      A-11
<PAGE>   112

<TABLE>
<S>                                       <C>
Dated:                                    Signed:
      ------------------------                   -------------------------------
                                          (Sign exactly as your name appears
                                          on the other side of this Note)
</TABLE>

Signature Guarantee:
                    ------------------------------------------------------------

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

              The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding Lennar as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:
      ------------------------            --------------------------------------
                                          NOTICE:     To be executed by
                                                      an executive officer

                                      A-12
<PAGE>   113


                      [OPTION OF HOLDER TO ELECT PURCHASE]

              If you want to elect to have this Note purchased by the Company
pursuant to Section 4.14 or Section 4.18 of the Indenture, check the appropriate
box:

               Section 4.14  [      ]
               Section 4.18  [      ]

              If you want to elect to have only part of this Note purchased by
the Company pursuant to Section 4.14 or Section 4.18 of the Indenture, state the
amount you elect to have purchased:

<TABLE>
<S>                                     <C>
$
 --------------------

Dated:
      ---------------                   ------------------------------------
                                        NOTICE: The signature on this
                                        assignment must correspond with the name
                                        as it appears upon the face of the
                                        within Note in every particular without
                                        alteration or enlargement or any change
                                        whatsoever and be guaranteed.
</TABLE>

Signature Guarantee:
                    -----------------------------------


                                      A-13
<PAGE>   114

                                                                       EXHIBIT B

                                                                 CUSIP No.:

                               LENNAR CORPORATION

                      9.95% SENIOR NOTE DUE 2010, SERIES B

No.                                                                       $

              LENNAR CORPORATION, a Delaware corporation (the "Company," which
term includes any successor entities), for value received promises to pay to
_______________________ or registered assigns the principal sum of _____________
Dollars on May 1, 2010.

              Interest Payment Dates: June 1 and December 1 commencing December
1, 2000

              Record Dates: May 15 and November 15

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

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

                                            LENNAR CORPORATION

                                            By:
                                               -------------------------
                                               Name:
                                               Title:

                                            By:
                                               -------------------------
                                               Name:
                                               Title:

Dated:


                                      B-1
<PAGE>   115


Certificate of Authentication

              This is one of the 9.95% Senior Notes due 2010, Series B, referred
to in the within-mentioned Indenture.

                                                                    , as Trustee

                                                   By:
                                                      --------------------------
                                                   Authorized Signatory


Date of Authentication:


                                      B-2
<PAGE>   116


                              (REVERSE OF SECURITY)

                      9.95% Senior Note due 2010, Series B

              Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to them in the Indenture, dated as of May 3, 2000 (the
"Indenture"), and as amended from time to time, among Lennar Corporation, a
Delaware corporation (the "Company"), the Guarantors named therein and Bank One
Trust Company, NA, as trustee (the "Trustee").

              (1)    Interest. Lennar promises to pay interest on the principal
amount of this Note at the rate per annum shown above. Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from May 3, 2000. Lennar will pay interest semi-annually
in arrears on each Interest Payment Date, commencing December 1, 2000. Interest
will be computed on the basis of a 360-day year of twelve 30-day months and, in
the case of a partial month, the actual number of days elapsed.

              Lennar shall pay interest on overdue principal and, to the extent
lawful, on overdue installments of interest (without regard to any applicable
grace periods) from time to time on demand at the rate borne by the Notes.

              (2)    Method of Payment. Lennar shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on the Record Date immediately preceding the Interest Payment
Date even if the Notes are canceled on registration of transfer or registration
of exchange (including pursuant to a Change in Control Offer) after such Record
Date. Holders must surrender Notes to a Paying Agent to collect principal
payments. Lennar shall pay principal and premium, if any, and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts ("U.S. Legal Tender"). However, Lennar may pay
principal and premium, if any, and interest by check payable in such U.S. Legal
Tender. Lennar may deliver any such interest payment to the Paying Agent or to a
Holder at the Holder's registered address.

              (3)    Paying Agent and Registrar. Initially, the Trustee will act
as Paying Agent and Registrar. Lennar may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders.

              (4)    Indenture. Lennar issued the Notes under the Indenture.
This Note is one of a duly authorized issue of Exchange Notes of Lennar
designated as its 9.95% Senior Notes due 2010, Series B (the "Unrestricted
Notes"), limited (except as otherwise provided in the Indenture) in aggregate
principal amount to $500,000,000, which may be issued under the Indenture.

                                      B-3
<PAGE>   117

The Notes include the 9.95% Senior Notes due 2010, Series A (the "Initial
Notes"), the Private Exchange Notes, and the Unrestricted Notes, issued in
exchange for the Initial Notes pursuant to the Registration Rights Agreement.
The Initial Notes, the Private Exchange Notes and the Unrestricted Notes are
treated as a single class of securities under the Indenture. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture.
Notwithstanding anything to the contrary herein, the Notes are subject to all
such terms, and Holders of Notes are referred to the Indenture and the TIA for a
statement of such terms. The Notes are general unsecured obligations of Lennar.
Each Holder, by accepting a Note, agrees to be bound by all of the terms and
provisions of the Indenture, as the same may be amended from time to time in
accordance with its terms.

              (5)    Redemption. The Notes are redeemable, at Lennar's option,
in whole or in part from time to time, at any time after May 1, 2005, upon not
less than 30 nor more than 60 days' notice, at the following Redemption Prices
(expressed as percentages of the principal amount thereof) if redeemed during
the twelve-month period commencing on May 1 of the years set forth below, plus,
in each case, accrued and unpaid interest thereon, if any, to the date of
redemption:

<TABLE>
<CAPTION>
Year                                                                                     Percentage
----                                                                                     ----------
<S>                                                                                      <C>
2005                                                                                      104.975%
2006                                                                                      103.317%
2007                                                                                      101.658%
2008 and thereafter                                                                       100.000%
</TABLE>

              Notwithstanding the foregoing, at any time, or from time to time,
on or prior to May 1, 2003, Lennar may, at its option, redeem, with the net cash
proceeds of one or more Public Equity Offerings by Lennar, up to 35% of the
aggregate principal amount of the Notes issued and sold by Lennar at a
redemption price equal to 109.950% of the principal amount thereof, plus accrued
interest thereon, if any, to the date of redemption, provided, that at least 65%
of the aggregate principal amount of the Notes issued and sold by Lennar remain
outstanding immediately following such redemption. In order to effect the
foregoing redemption with the proceeds of any Equity Offering, Lennar shall make
such redemption not more than 60 days after the consummation of any such Equity
Offering.

              (6)    Notice of Redemption. Notice of redemption will be mailed
at least 30 but not more than 60 days before the Redemption Date to each Holder
of Notes to be redeemed at its registered address. Notes in denominations larger
than $1,000 may be redeemed in part.

                                      B-4
<PAGE>   118

              Except as set forth in the Indenture, if monies for the redemption
of the Notes called for redemption shall have been deposited with the Paying
Agent for redemption on such Redemption Date, then, unless Lennar defaults in
the payment of such Redemption Price plus accrued interest, if any, the Notes
called for redemption will cease to bear interest from and after such Redemption
Date and the only right of the Holders of such Notes will be to receive payment
of the Redemption Price plus accrued interest, if any.

              (7)    Offers to Purchase. The Indenture provides that, after
certain Asset Dispositions and upon the occurrence of a Change in Control, and
subject to further limitations contained therein, the Company will make an offer
to purchase certain amounts of the Notes in accordance with the procedures set
forth in the Indenture.

              (8)    Denominations; Transfer; Exchange. The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples of $1,000. A Holder shall register the transfer of or exchange of
Notes in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay certain transfer taxes or similar governmental charges payable in
connection therewith required by law or as permitted by the Indenture. The
Registrar need not register the transfer of or exchange of any Notes or portions
thereof selected for redemption, except for the unredeemed portion of any Note
being redeemed in part.

              (9)    Persons Deemed Owners. The registered Holder of a Note
shall be treated as the owner of it for all purposes.

              (10)   Unclaimed Money. If money for the payment of principal,
premium, if any, or interest remains unclaimed for one year, the Trustee and the
Paying Agent will pay the money back to the Company. After that, all liability
of the Trustee and such Paying Agent with respect to such money shall cease.

              (11)   Discharge Prior to Redemption or Maturity. If Lennar at any
time deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations
sufficient to pay the principal of and premium, if any, and interest on the
Notes to redemption or maturity and complies with the other provisions of the
Indenture relating thereto, Lennar will be discharged from certain provisions of
the Indenture and the Notes (including certain covenants, but including, under
certain circumstances, its obligation to pay the principal of and interest on
the Notes but without affecting the rights of the Holders to receive such
amounts from such deposit).

              (12)   Amendment; Supplement; Waiver. Subject to certain
exceptions set forth in the Indenture, the Indenture or the Notes may be amended
or supplemented with the written consent of the

                                      B-5
<PAGE>   119

Holders of not less than a majority in aggregate principal amount of the Notes
then outstanding, and any past Default or Event of Default or noncompliance with
any provision may be waived with the written consent of the Holders of not less
than a majority in aggregate principal amount of the Notes then outstanding.
Without notice to or consent of any Holder, the parties thereto may amend or
supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency, provide for uncertificated Notes in addition
to or in place of certificated Notes, comply with any requirements of the
Commission in order to effect or maintain the qualification of the Indenture
under the TIA or comply with Section 5.1 of the Indenture or make any other
change that does not adversely affect the rights of any Holder of a Note in any
material respect.

              (13)   Restrictive Covenants. The Indenture imposes certain
limitations on the ability of Lennar and the Restricted Subsidiaries to, among
other things, incur additional Indebtedness, make payments in respect of its
Capital Stock or certain Indebtedness, create or incur liens, enter into
transactions with Affiliates, create dividend or other payment restrictions
affecting Subsidiaries, issue Preferred Stock of Restricted Subsidiaries, and on
the ability of Lennar to merge or consolidate with any other Person or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of Lennar's and the Restricted Subsidiaries' assets or adopt a plan of
liquidation. Such limitations are subject to a number of important
qualifications and exceptions. Pursuant to the Indenture, Lennar must annually
report to the Trustee on compliance with such limitations.

              (14)   Successors. When a successor assumes, in accordance with
the Indenture, all the obligations of its predecessor under the Notes and the
Indenture, the predecessor, subject to certain exceptions, will be released from
those obligations.

              (15)   Defaults and Remedies. Except as set forth in the
Indenture, if an Event of Default occurs and is continuing, the Trustee or the
Holders of not less than 25% in principal amount of Notes then outstanding may
declare all the Notes to be due and payable in the manner, at the time and with
the effect provided in the Indenture. Holders of Notes may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity
reasonably satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Notes then outstanding to direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of Notes notice of any
continuing Default or Event of Default (except a Default in payment of
principal, premium, if any, or interest when due, for any reason or a Default in
compliance with Article Five of the

                                      B-6
<PAGE>   120

Indenture) if it determines that withholding notice is in their interest.

              (16)   Trustee Dealings with Lennar. The Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with Lennar, its Subsidiaries or their
respective Affiliates as if it were not the Trustee.

              (17)   No Recourse Against Others. No partner, director, officer,
employee or stockholder, as such, of Lennar or any Guarantor shall have any
liability for any obligations of Lennar or any Guarantor under the Notes, the
Indenture or the Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Notes.

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

              (19)   Authentication. This Note shall not be valid until the
Trustee or Authenticating Agent manually signs the certificate of authentication
on this Note.

              (20)   Governing Law. This Note and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
as applied to contracts made and performed within the State of New York, without
regard to principles of conflict of laws. Each of the parties hereto and the
Holders agree to submit to the jurisdiction of the courts of the County of New
York, State of New York or of the United States of America for the Southern
District of New York in any action or proceeding arising out of or relating to
this Note.

              (21)   Abbreviations and Defined Terms. Customary abbreviations
may be used in the name of a Holder of a Note or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

              (22)   CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, Lennar has caused
CUSIP numbers to be printed on the Notes as a convenience to the Holders of the
Notes. No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.

                                      B-7
<PAGE>   121

              Lennar will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture, which includes the text of this
Note. Requests may be made to: Lennar Corporation, 700 N.W. 107th Avenue, Miami,
FL 33172.


                                      B-8
<PAGE>   122


                                 ASSIGNMENT FORM

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

I or we assign and transfer this Note to:

---------------------

---------------------

---------------------

                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

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

<TABLE>
<S>                                           <C>
Dated:                                        Signed:
                                              (Sign exactly as your name appears
                                              on the other side of this Note)
</TABLE>

Signature Guarantee:
                    ------------------------------------------------------------

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


                                      B-9
<PAGE>   123


                      [OPTION OF HOLDER TO ELECT PURCHASE]

              If you want to elect to have this Note purchased by the Company
pursuant to Section 4.14 or Section 4.18 of the Indenture, check the appropriate
box:

               Section 4.14  [      ]
               Section 4.18  [      ]

              If you want to elect to have only part of this Note purchased by
the Company pursuant to Section 4.14 or Section 4.18 of the Indenture, state the
amount you elect to have purchased:

<TABLE>
<S>                                  <C>
$
 --------------------

Dated:
      ---------------                -----------------------------------------
                                     NOTICE: The signature on this
                                     assignment must correspond with the name
                                     as it appears upon the face of the
                                     within Note in every particular without
                                     alteration or enlargement or any change
                                     whatsoever and be guaranteed.
</TABLE>

Signature Guarantee:
                    --------------------------------------

                                      B-10
<PAGE>   124

                                                                       EXHIBIT C

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

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


                                       C-1

<PAGE>   125


                                                                       EXHIBIT D

                            Form of Certificate To Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors

                                                    ____________________, ______

New York, New York

Ladies and Gentlemen:

              In connection with our proposed purchase of 9.95% Senior Notes due
2010 (the "Notes") of LENNAR CORPORATION ("Lennar"), we confirm that:

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

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


                                       D-1

<PAGE>   126

       notice advising such purchaser that resales of the Notes are restricted
       as stated herein.

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

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

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

              6.     We have received a copy of Lennar's Offering Memorandum
       dated April 28, 2000 and acknowledge that we have had access to such
       financial and other information, and have been afforded the opportunity
       to ask such questions of representatives of Lennar and receive answers
       thereto, as we deem necessary in connection with our decision to purchase
       the Notes.

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


                                              Very truly yours,

                                              [Name of Transferee]

                                              By:
                                                 -------------------------
                                                 Name:
                                                 Title:


                                      D-2
<PAGE>   127

                                                                       EXHIBIT E

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

                                                 _______________________, ______


New York, New York

         Re:  LENNAR CORPORATION (the "Company")
              9.95% Senior Notes due 2010
              (the "Notes")

Ladies and Gentlemen:

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

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

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

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

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

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



                                       E-1

<PAGE>   128


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

                                             Very truly yours,

                                             [Name of Transferee]

                                             By:
                                                -------------------------------
                                                Name:
                                                Title:


                                      E-2
<PAGE>   129


                                                                       EXHIBIT F

                                    GUARANTEE

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

              Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Indenture dated as of May 3, 2000, among Lennar
Corporation, a Delaware corporation, the Guarantors named therein and Bank One
Trust Company, NA, as trustee (the "Trustee"), as amended or supplemented (the
"Indenture").

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

              THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW. Each Guarantor hereby agrees to submit to the jurisdiction of
the courts of the State of New York in any action or proceeding arising out of
or relating to this Guarantee.

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

              The undersigned acknowledges that this Guarantee is subject to the
TIA, if and when the Indenture is so subject, and the undersigned agrees to
discharge its duties under the TIA.


                                       F-1

<PAGE>   130


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

Dated:
      ------------------------

                                             [NAME OF GUARANTOR],
                                                 as Guarantor

                                             By:
                                                ----------------------------
                                                Name:
                                                Title:



                                      F-2






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>ex4-2.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>

<PAGE>   1
                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY



--------------------------------------------------------------------------------


                          REGISTRATION RIGHTS AGREEMENT

                             Dated as of May 3, 2000

                                      Among



                               LENNAR CORPORATION

                         AND THE GUARANTORS NAMED HEREIN

                                   as Issuers,

                                       and

                         DEUTSCHE BANK SECURITIES INC.,

                         BANC ONE CAPITAL MARKETS, INC.,

                         BANC OF AMERICA SECURITIES LLC,

                       CREDIT LYONNAIS SECURITIES USA INC.

                                       and

                            WACHOVIA SECURITIES, INC.

                              as Initial Purchasers

                           9.95% Senior Notes due 2010

--------------------------------------------------------------------------------
<PAGE>   2









                          REGISTRATION RIGHTS AGREEMENT

                This Registration Rights Agreement (this "Agreement") is made
and entered into as of May 3, 2000, among LENNAR CORPORATION, a Delaware
corporation ("Lennar"), 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 Lennar, the
"Issuers") and DEUTSCHE BANK SECURITIES INC., BANC ONE CAPITAL MARKETS, INC.,
BANC OF AMERICA SECURITIES LLC, CREDIT LYONNAIS SECURITIES USA INC., and
WACHOVIA SECURITIES, INC. (each, an "Initial Purchaser" and, collectively, the
"Initial Purchasers").

                This Agreement is entered into in connection with the Purchase
Agreement, dated April 28, 2000, among Lennar and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale by Lennar to the Initial
Purchasers of $325,000,000 aggregate principal amount of Lennar's 9.95% Senior
Notes due 2010 (the "Notes"), guaranteed by the Guarantors (the "Guarantees").
The Notes and the Guarantees are collectively referenced 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.

                Advice: See the last paragraph of Section 5 hereof.

                Agreement: See the introductory paragraphs hereto.

                Applicable Period: See Section 2 hereof.

                Effectiveness Date: The 135th day following the Issue Date;
provided, however, that with respect to any Shelf Registration, the
Effectiveness Date shall be the 75th day following the Filing Date with respect
thereto.

                Effectiveness Period: See Section 3(a) hereof.


<PAGE>   3

                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, the 75th day after the
Issue Date; 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 Note or Registrable Notes.

                Indemnified Person: See Section 7(c) hereof.

                Indemnifying Person: See Section 7(c) hereof.

                Indenture: The Indenture, dated as of May 3, 2000, by and among
the Issuers and Bank One 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(n) hereof.

                Issue Date: May 3, 2000, the date of original issuance of the
Notes.

                Lennar: See the introductory paragraphs hereto.

                NASD: See Section 5(r) hereof.



                                     - 2 -
<PAGE>   4

                Offering Memorandum: The final offering memorandum of Lennar
dated April 28, 2000, in respect of the offering of the Notes.

                Participant: See Section 7(a) hereof.

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

                Records: See Section 5(m) hereof.

                Registrable Notes: Each Note upon its original issuance and at
all times subsequent thereto, each Exchange Note (and the related Guarantees) as
to which Section 2(c)(iv) hereof is applicable upon original issuance and at all
times subsequent thereto and each Private Exchange Note (and the related
Guarantees) 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 (and the related Guarantees), 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 (and the related Guarantees) 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



                                     - 3 -
<PAGE>   5

Private Exchange Note (and the related Guarantees), as the case may be, ceases
to be outstanding for purposes of the Indenture or (iv) such Note, Exchange Note
or Private Exchange Note (and the related Guarantees), as the case may be, may
be resold without restriction pursuant to Rule 144(k) (as amended or replaced)
under the Securities Act.

                Registration Statement: Any registration statement of the
Issuers that covers any of the Notes, the Exchange Notes (and the related
Guarantees) or the Private Exchange Notes 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 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 Private Exchange Notes
(and the related Guarantees).



                                     - 4 -
<PAGE>   6

                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.

        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 Notes
for a like aggregate principal amount of notes of Lennar, 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 prior to the 165th day following the Issue Date. If,
after the Exchange Offer Registration Statement is initially declared effective
by the SEC, the Exchange Offer or the issuance of the Exchange Notes 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 Lennar in writing (which may be contained in the applicable letter
of transmittal) (1) that any Exchange Notes 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 in violation of the



                                     - 5 -
<PAGE>   7

provisions of the Securities Act, (3) that such Holder is not an "affiliate" (as
defined in Rule 405 promulgated under the Securities Act) of Lennar (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 (5) if the holder is a
broker-dealer (a "participating broker-dealer") that it will receive Exchange
Notes for its own account in exchange for Notes that were acquired as a result
of market-making or other trading activities, that it will deliver a prospectus
in connection with any resale of the Exchange Notes.

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

                No securities other than the Exchange Notes shall be included in
the Exchange Offer Registration Statement.

                (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
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange
Offer (a "Participating Broker-Dealer"), 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



                                     - 6 -
<PAGE>   8

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 Notes 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 Notes held by any
such Holder, a like principal amount of notes (the "Private Exchange Notes") of
the Issuers, 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 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:



                                     - 7 -
<PAGE>   9

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

                        (ii)    deliver to the Trustee for cancellation all
                Registrable Notes so accepted for exchange; and

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

                The Exchange Notes and the Private Exchange Notes 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 shall not be subject to the transfer restrictions set forth in the
Indenture. The Indenture or such indenture shall provide that the Exchange
Notes, the Private Exchange Notes and the Securities shall vote and consent
together on all matters as one class and that none of the Exchange Notes, the
Private Exchange Notes 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 of the staff of the SEC, the Issuers are not
permitted to effect the Exchange Offer, (ii) the Exchange Offer is not
consummated within 165 days following the Issue Date, (iii) any holder of
Private Exchange Notes so requests in writing to Lennar, or (iv) in the case of
any Holder that tenders Notes 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 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 promptly deliver to the
Holders and the Trustee written notice thereof (the "Shelf Notice") and at its
sole expense and as promptly as practicable shall file a Shelf Registration
Statement pursuant to Section 3 hereof.

        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 Notes not exchanged in the Exchange
Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is



                                     - 8 -
<PAGE>   10

applicable (the "Initial Shelf Registration Statement"). Lennar 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 Notes 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 Notes and the
Guarantees to be included in the Initial Shelf Registration Statement or any
Subsequent Shelf Registration Statement (as defined below).

                The Issuers shall use their best efforts to cause the Initial
Shelf Registration Statement to be declared effective under the Securities Act
on or prior to 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 shorter
period ending when (i) all Registrable Notes 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 Notes 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), Lennar
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 Notes 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, Lennar 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



                                     - 9 -
<PAGE>   11

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 Notes (or their counsel) covered by such Registration
Statement or by any underwriter of such Registrable Notes.

        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 prior to the 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 prior to 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 prior to 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 prior to the applicable Effectiveness Date with
                respect to such Shelf Registration Statement, then, commencing
                on the



                                     - 10 -
<PAGE>   12

                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 for all Securities validly tendered in accordance with the
                terms of the Exchange Offer on or prior to the 165th day
                following the Issue Date 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 the (x)
                165th day following the Issue Date, 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 the Additional Interest rate 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 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 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.



                                     - 11 -
<PAGE>   13

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 prior to 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 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 Notes 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 Notes 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 for the Effectiveness Period or
the Applicable Period, as the case may be; cause the related Prospectus to be



                                     - 12 -
<PAGE>   14

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 its
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
Issuer voluntarily takes any action that would result in selling Holders of the
Registrable Notes covered thereby or Participating Broker-Dealers seeking to
sell Exchange Notes not being able to sell such Registrable Notes or such
Exchange Notes 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 during the Applicable Period relating thereto from whom
any Issuer has received written notice that it will be a Participating
Broker-Dealer in the Exchange Offer, notify the selling Holders of Registrable
Notes, 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 Notes or resales of
Exchange Notes 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 Issuer of any notification
with respect to the suspension of the qualification or exemption from
qualification of a Registration Statement or any of the Registrable Notes or the
Exchange Notes to be sold by any Participating Broker-Dealer



                                     - 13 -
<PAGE>   15

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 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 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 Notes or the Exchange Notes 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 Notes
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 Lennar 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



                                     - 14 -
<PAGE>   16

Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, furnish to each selling Holder of Registrable Notes 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 during the Applicable Period, deliver to each selling
Holder of Registrable Notes, 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 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 Notes 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 Notes covered by, or the sale by Participating Broker-Dealers
of the Exchange Notes pursuant to, such Prospectus and any amendment or
supplement thereto.

                (h) Prior to any public offering of Registrable Notes or
Exchange Notes or any delivery of a Prospectus contained in the Exchange Offer
Registration Statement by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period, use its best efforts to register or
qualify, and to cooperate with the selling Holders of Registrable Notes 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 Notes 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 held
by Participating Broker-Dealers or Registrable Notes 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



                                     - 15 -
<PAGE>   17

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 held by Participating Broker-Dealers or the Registrable Notes
covered by the applicable Registration Statement; provided, however, that no
Issuer 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 Notes 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 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 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 Notes being sold thereunder or to the purchasers of the Exchange
Notes 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 Notes, (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.



                                     - 16 -
<PAGE>   18

                (l) In connection with any underwritten offering of Registrable
Notes 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 Notes 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 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 Notes covered by such Registration Statement and the managing
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



                                     - 17 -
<PAGE>   19

Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, make available for inspection by any selling Holder of such
Registrable Notes being sold, or each such Participating Broker-Dealer, as the
case may be, any underwriter participating in any such disposition of
Registrable Notes, 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
Issuer 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 Issuer 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 Lennar 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 Lennar 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 Notes or
the Exchange Notes, 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 Notes; and in connection
therewith,



                                     - 18 -
<PAGE>   20

cooperate with the trustee under any such indenture and the Holders of the
Registrable Notes, 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 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 Notes 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
Lennar 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 Lennar, in a form customary for
underwritten transactions, addressed to the Trustee for the benefit of all
Holders of Registrable Notes participating in the Exchange Offer or the Private
Exchange, as the case may be, that the Exchange Notes or Private Exchange Notes,
as the case may be, and the related indenture constitute legal, valid and
binding obligations of Lennar, enforceable against them 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 Notes by Holders to Lennar (or to
such other Person as directed by the Issuers) to be exchanged for Exchange Notes
or Private Exchange Notes, 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 or Private Exchange Notes, 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 Notes covered by
any Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Notes and their respective counsel in connection
with any filings required to be made with the National Association of Securities
Dealers, Inc. (the "NASD").



                                     - 19 -
<PAGE>   21

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

                The Issuers may require each seller of Registrable Notes as to
which any registration is being effected to furnish to the Issuers such
information regarding such seller and the distribution of such Registrable Notes
as the Issuers may, from time to time, reasonably request. The Issuers may
exclude from such registration the Registrable Notes 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 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 Lennar, 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 Lennar, 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 Notes and each Participating
Broker-Dealer agrees by its acquisition of such Registrable Notes or of Exchange
Notes to be sold by such Participating Broker-Dealer, as the case may be, that,
upon actual receipt of any notice from Lennar 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 Notes
covered by such Registration Statement or Prospectus or Exchange Notes 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 Notes covered by such Registration



                                     - 20 -
<PAGE>   22

Statement or Exchange Notes 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 Lennar 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 Notes or Exchange Notes and determination of the eligibility of the
Registrable Notes or Exchange Notes for investment under the laws of the
jurisdictions (x) where the holders of Registrable Notes are located, in the
case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the
case of Registrable Notes or Exchange Notes 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 Notes included in any Registration
Statement or in respect of Registrable Notes or Exchange Notes 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 Notes, (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



                                     - 21 -
<PAGE>   23

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 Notes and each
Participating Broker-Dealer selling Exchange Notes 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 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 Lennar 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 Notes or Exchange Notes giving
rise to such obligations.



                                     - 22 -
<PAGE>   24

                (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 Notes and Exchange Notes 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.



                                     - 23 -
<PAGE>   25

                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 Lennar 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.



                                     - 24 -
<PAGE>   26

                (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 Notes or
Exchange Notes, as the case may be, exceeds the amount of any damages that such
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 Lennar 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 Lennar, 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
Notes, make available such information



                                     - 25 -
<PAGE>   27

necessary to permit sales pursuant to Rule 144A under the Securities Act. Lennar
further covenants and agrees, for so long as any Registrable Notes remain
outstanding that it will take such further action as any Holder of Registrable
Notes may reasonably request, all to the extent required from time to time to
enable such holder to sell Registrable Notes 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 Notes 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 Notes included in such offering and shall
be reasonably acceptable to the Issuers.

                No Holder of Registrable Notes may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Notes 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
questionnaires, powers of attorney, indemnities, underwriting agreements and
other customary documents required by Lennar 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 Notes 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.

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



                                     - 26 -
<PAGE>   28

                (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) Lennar and (II)(A) the Holders of not less than a
majority in aggregate principal amount of the then outstanding Registrable Notes
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 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 Notes or Exchange Notes, 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 Notes 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 Notes may be given by Holders of at least a majority in
aggregate principal amount of the Registrable Notes 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:

                        (i)     if to a Holder of the Registrable Notes 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:

                                      Deutsche Bank Securities Inc.
                                      31 West 52nd Street
                                      New York, New York 10019
                                      Attention: High Yield Capital Markets

                                      with a copy to:
                                      Willkie Farr & Gallagher
                                      787 Seventh Avenue
                                      New York, New York, 10019
                                      Attention: John S. D'Alimonte, Esq

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



                                     - 27 -
<PAGE>   29

                                      700 N.W. 107th Avenue
                                      Miami, FL  33172
                                      Facsimile No.: (305)226-7691
                                      Attention: Bruce Gross, Chief Financial
                                                 Officer, and David B. McCain,
                                                 General Counsel

                                      with a copy to:

                                      Clifford Chance Rogers & Wells
                                      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.

                (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 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. 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



                                     - 28 -
<PAGE>   30

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
Notes is required hereunder, Registrable Notes 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 Notes 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.



                                     - 29 -
<PAGE>   31



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

                                           LENNAR CORPORATION



                                           By: /s/ David B. McCain
                                              --------------------------------
                                                Name:  David B. McCain
                                                Title: Vice-President

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

DEUTSCHE BANK SECURITIES INC.,
   as Initial Purchaser


By:  /s/ Richard W. Thaler
   -----------------------------------
     Name:  Richard W. Thaler
     Title: Managing Director

BANC ONE CAPITAL MARKETS, INC.,
   as Initial Purchaser


By:  /s/ Robert J. Rischon
   -----------------------------------
     Name:  Robert J. Rischon
     Title: Managing Director

BANC OF AMERICA SECURITIES LLC,
   as Initial Purchaser


By:  /s/ William A. Bowen
   -----------------------------------
     Name:  William A. Bowen
     Title: Managing Director

CREDIT LYONNAIS SECURITIES USA INC.,
   as Initial Purchaser


By: /s/ David C. Travis
   -----------------------------------
     Name:  David C. Travis
     Title: Managing Director

WACHOVIA SECURITIES, INC.,
   as Initial Purchaser


By: /s/ Marc A. Ratnowsky
   -----------------------------------
     Name:  Marc A. Ratnowsky
     Title: M.D.




                                     - 30 -
<PAGE>   32




                                    BCDC CORP.,
                                    BOCA GREENS, INC.,
                                    BOCA ISLES CLUB, INC.,
                                    BOCA ISLES SOUTH CLUB, INC.,
                                    BRAMALEA CALIFORNIA, INC.,
                                    BRAMALEA CALIFORNIA PROPERTIES, INC.,
                                    BRAMALEA CALIFORNIA REALTY, INC.,
                                    CLODINE-BELLAIRE LP, INC.,
                                    CLUB PEMBROKE ISLES, INC.,
                                    DCA AT BANYAN TREE, INC.,
                                    DCA AT NORTH LAUDERDALE, INC.,
                                    DCA AT PEMBROKE POINTE, INC.,
                                    DCA AT WIGGINS BAY, INC.,
                                    DCA GENERAL CONTRACTORS, INC.,
                                    DCA HOMES OF CENTRAL FLORIDA, INC.,
                                    DCA NJ REALTY, INC.,
                                    DCA OF BROWARD COUNTY, INC.,
                                    DCA OF HIALEAH, INC.,
                                    DCA OF LAKE WORTH, INC.,
                                    DCA OF NEW JERSEY, INC.,
                                    DEVCO LAND CORP.,
                                    DYEING & FINISHING, INC.,
                                    FIRST ATLANTIC BUILDING CORP.,
                                    GREYSTONE CONSTRUCTION, INC.,
                                    GREYSTONE HOMES, INC.,
                                    GREYSTONE HOMES OF NEVADA, INC.,
                                    GREYSTONE NEVADA, LLC,
                                    HARRIS COUNTY LP, INC.,
                                    HILLSIDE, INC.,
                                    INACTIVE CORPORATIONS, INC.,
                                    KINGS ISLE RECREATION CORP.,
                                    KINGS RIDGE GOLF CORPORATION,
                                    KINGS RIDGE RECREATION CORPORATION,
                                    KINGS WOOD DEVELOPMENT CORPORATION,
                                    LENNAR ACQUISITION CORP. II,
                                    LENNAR.COM, INC.,
                                    LENNAR COMMUNITIES, INC.,
                                    LENNAR COMMUNITIES DEVELOPMENT, INC.,
                                    LENNAR CONSTRUCTION, INC.,
                                    LENNAR FINANCIAL SERVICES, INC.,
                                    LENNAR HOMES, INC.,
                                    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 LA PAZ LIMITED, INC.,
                                    LENNAR LA PAZ, INC.,
                                    LENNAR LAND PARTNERS SUB, INC.,
                                    LENNAR LAND PARTNERS SUB II, INC.,
                                    LENNAR MANAGEMENT, INC.,



                                     - 31 -
<PAGE>   33

                                    LENNAR NEVADA, INC.,
                                    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 OCEANSIDE, LLC,
                                    *LENNAR PACIFIC, INC.,
                                    *LENNAR PACIFIC, L.P.,
                                    *LENNAR PACIFIC PROPERTIES, INC.,
                                    LENNAR REALTY, INC.,
                                    LENNAR RENAISSANCE, INC.,
                                    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 TITLE SERVICES, INC.,
                                    LONG POINT DEVELOPMENT CORPORATION,
                                    LUCERNE GREENS, INC.,
                                    LUCERNE MERGED CONDOMINIUMS, INC.,
                                    M.A.P. BUILDERS, INC.,
                                    M.A.P. VINEYARDS OF PLANTATION, INC.,
                                    MARLBOROUGH DEVELOPMENT CORPORATION,
                                    MIDLAND HOUSING INDUSTRIES CORP.,
                                    MIDLAND INVESTMENT CORPORATION,
                                    MISSION VIEJO HOLDINGS, INC.,
                                    MISSION VIEJO 12S VENTURE, LP,
                                    MONTEREY VILLAGE DEVELOPMENT CORP.,
                                    QUALITY ROOF TRUSS COMPANY,
                                    RANCHO SUMMIT, LLC,
                                    REGENCY TITLE COMPANY,
                                    RIVIERA LAND CORP.,
                                    ROCKHURST-FONTAINE LIMITED PARTNERSHIP,
                                    SANTA FE LAKES, L.P.,
                                    SAVELL GULLEY DEVELOPMENT CORPORATION,
                                    SILVER LAKES-GATEWAY CLUBHOUSE, INC.,
                                    SLTC, INC.,
                                    STRATEGIC HOLDINGS, INC.,
                                    STRATEGIC TECHNOLOGIES, INC.,
                                    STRATEGIC TECHNOLOGIES COMMUNICATIONS
                                             OF CALIFORNIA, INC.,
                                    SUPERIOR REALTY & MARKETING, INC.,
                                    UNIVERSAL TITLE INSURORS, INC.,
                                    U.S. HOME CORPORATION (f/k/a LEN
                                             ACQUISITION CORPORATION),
                                    W. B. HOMES, INC.,
                                    WESTCHASE, INC.,
                                    BRUSHMASTERS, INC.,
                                    CANTERBURY CORPORATION,



                                     - 32 -
<PAGE>   34

                                    COUNTRYPLACE GOLF COURSE, INC.,
                                    E.M.J.V. CORP.,
                                    HOMECRAFT CORPORATION,
                                    IMPERIAL HOMES CORPORATION,
                                    LUNDGREN BROS. CONSTRUCTION, INC.,
                                    MID-COUNTY UTILITIES, INC.,
                                    OCEANPOINTE DEVELOPMENT CORPORATION,
                                    ORRIN THOMPSON CONSTRUCTION COMPANY,
                                    ORRIN THOMPSON HOMES CORP.,
                                    PAPARONE CONSTRUCTION CO.,
                                    PRARIE LAKE CORPORATION,
                                    RIVENHOME CORPORATION,
                                    RUTENBERG HOMES, INC. (FL),
                                    RUTENBERG HOMES, INC. (TX),
                                    STONEY CORPORATION,
                                    SUMMERWAY INVESTMENT CORP.,
                                    U.S. HOME & DEVELOPMENT CORPORATION,
                                    U.S. HOME OF ARIZONA CONSTRUCTION CO.,
                                    U.S. HOME OF COLORADO REAL ESTATE, INC.,
                                    U.S. HOME REALTY CORPORATION,
                                    U.S. HOME REALTY, INC. (MD),
                                    U.S. HOME REALTY, INC. (TX),
                                    U.S.H. CORPORATION OF NEW YORK,
                                    U.S. H. LOS PRADOS, INC.,
                                    USH ACQUISITION CORP.,
                                    USH EQUITY CORPORATION,
                                    USH HOLDING, INC.,
                                    USH MILLENNIUM VENTURES CORP.,
                                    USH/MJR, INC.,
                                    USH (WEST LAKE), INC.,
                                    USH WOODBRIDGE, INC. and
                                    WESTSTONE CORPORATION,
                                    as Guarantors



                                    By:/s/ David B. McCain
                                       ---------------------------------
                                       Name: David McCain
                                       Title: Vice President



---------------

*Executed by authorized agent.

**Executed by Lennar Texas Holding Company, as General Partner.


                                     - 33 -
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>ex5-1.txt
<DESCRIPTION>OPINION CHANCE ROGERS AND WELLS LLP
<TEXT>

<PAGE>   1
                                                                     Exhibit 5.1

                 [Clifford Chance Rogers & Wells LLP Letterhead]

July 5, 2000

Lennar Corporation
700 N.W. 107th Avenue
Miami, Florida  33172



Ladies and Gentlemen:

            We have acted as counsel for Lennar Corporation (the "Company") in
connection with the preparation of a registration statement on Form S-4 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission relating to the proposed offer by the Company to exchange
$325,000,000 aggregate principal amount of 9.95% Series B Senior Notes due 2010
(the "New Notes") of the Company for a like amount of privately placed 9.95%
Series A Senior Notes due 2010 (the "Old Notes"). The New Notes will be issued
pursuant to an Indenture dated as of May 3, 2000 by and between the Company and
Bank One Trust Company, N.A., as trustee.

            Based on the foregoing, and such examination of law as we have
deemed necessary, we are of the opinion that when New Notes are issued in
exchange for Old Notes in the manner set forth in the Registration Statement,
the New Notes will be binding obligations of the Company.

            We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the prospectus included in the Registration Statement.

Very truly yours,

/s/ Clifford Chance Rogers & Wells
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>6
<FILENAME>ex23-3.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>

<PAGE>   1
                                                                    Exhibit 23.3
                                                                  (to S-3 & S-4)



                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As independent public accountants, we hereby consent to the incorporation
of our report dated January 31, 2000 (except as to footnote 13 which is dated
February 16, 2000) included in U.S. Home Corporation's Annual Report on Form
10-K for the year ended December 31, 1999, and to all references to our firm
included in this registration statement.


                                            /s/ Arthur Andersen LLP


Houston, Texas
July 7, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.4
<SEQUENCE>7
<FILENAME>ex23-4.txt
<DESCRIPTION>CONSENT OF DELOITTE AND TOUCHE LLP
<TEXT>

<PAGE>   1
                                                                    Exhibit 23.4




                         Independent Auditors' Consent




The Board of Directors
Lennar Corporation


We consent to the incorporation by reference in this Registration Statement of
Lennar Corporation on Form S-4 of our reports dated January 11, 2000, except for
Note 15, as to which the date is February 16, 2000, appearing in and
incorporated by reference in the Annual Report on Form 10-K of Lennar
Corporation for the year ended November 30, 1999, and to the reference to us
under the heading "Experts" in the Prospectus which is a part of this
Registration Statement.



DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
July 12, 2000.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>8
<FILENAME>ex99-5.txt
<DESCRIPTION>FORM OF LETTER OF TRANSMITTAL
<TEXT>

<PAGE>   1

                                                                         EX-99.5

                        FORM OF EXCHANGE AGENT AGREEMENT

                             LETTER OF TRANSMITTAL

                TO EXCHANGE 9.95% SERIES A SENIOR NOTES DUE 2010

                                      FOR

                      9.95% SERIES B SENIOR NOTES DUE 2010

                 (REGISTERED UNDER THE SECURITIES ACT OF 1933)

                                       OF

                               LENNAR CORPORATION

  THE RIGHT TO EXCHANGE LENNAR 9.95% SERIES A SENIOR NOTES DUE 2010 FOR LENNAR
  9.95% SERIES B SENIOR NOTES DUE 2010 WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
                           TIME, ON           , 2000

                  BANK ONE TRUST COMPANY, N.A., EXCHANGE AGENT

<TABLE>
<S>                                <C>                                <C>
            BY MAIL:                           BY HAND:                     BY OVERNIGHT COURIER:
  Bank One Trust Company, N.A.       Bank One Trust Company, N.A.       Bank One Trust Company, N.A.
 Global Corporate Trust Services    Global Corporate Trust Services    Global Corporate Trust Services
        1 Bank One Plaza                One North State Street             One North State Street
         Suite IL1-0126                        9th Floor                          9th Floor
  Chicago, Illinois 60670-0126          Chicago, Illinois 60602            Chicago, Illinois 60602
       Attn: Mary R. Fonti                Attn: Mary R. Fonti                Attn: Mary R. Fonti
</TABLE>

     Delivery of this instrument to an address other than as set forth above
will not constitute a valid delivery.

     This Letter of Transmittal is to be used to submit Series A senior
subordinated notes ("Series A Notes") of Lennar Corporation ("Lennar") to be
exchanged for Series B senior subordinated notes ("Series B Notes") of Lennar.
It must be used whether certificates representing the Series A Notes are being
delivered to Bank One Trust, as exchange agent (the "Exchange Agent"), or
whether delivery of the Series A Notes is being made by book-entry transfer to
an account maintained by the Exchange Agent at The Depository Trust Company
("DTC"). This Letter of Transmittal must be delivered to the Exchange Agent.
Delivery of this Letter of Transmittal to DTC does not constitute delivery to
the Exchange Agent.

[ ] CHECK HERE IF THE SERIES A NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
    TO THE EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Account Number at DTC:
---------------------
Transaction Code Number:
---------------------
--------------------------------------------------------------------------------
                    DESCRIPTION OF SERIES A NOTES SUBMITTED

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)                                CERTIFICATE(S) SUBMITTED
(PLEASE FILL IN, IF BLANK)                                              (ATTACH ADDITIONAL LIST IF NECESSARY)
-------------------------------------------------------------------------------------------------------------------------
                                                                                                       PRINCIPAL AMOUNT
                                                                                                      OF SERIES A NOTES
                                                                 CERTIFICATE     PRINCIPAL AMOUNT OF      SUBMITTED
                                                                 NUMBER(S)*        SERIES A NOTES    (IF LESS THAN ALL)**
<S>                                                          <C>                 <C>                 <C>
                                                              ---------------------------------------------------------

                                                              ---------------------------------------------------------

                                                              ---------------------------------------------------------

                                                              ---------------------------------------------------------
                                                             TOTAL AMOUNT OF
                                                             SERIES A NOTES:
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

  * Need not be completed by holders submitting by book-entry transfer.

 ** Series A Notes may be tendered in whole of in part in denominations of
    $1,000 and integral multiples thereof. Unless otherwise indicated it will
    be assumed that all Series A Notes described above are being submitted. See
    Instruction 4.
--------------------------------------------------------------------------------
<PAGE>   2

                NOTE: THIS LETTER OF TRANSMITTAL MUST BE SIGNED.

              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

     By this document, the undersigned submits the Series A Notes listed above
(the "Series A Notes to be Exchanged") to be exchanged for Series B Notes as
described in the Prospectus dated           , 2000 (the "Prospectus") under the
caption "The Exchange Offer" and in the instructions in this Letter of
Transmittal.

     Subject to, and effective upon, the issuance of Series B Notes in exchange
for the Series A Notes to be Exchanged, the undersigned sells, assigns and
transfers all the Series A Notes to be Exchanged to Lennar and irrevocably
appoints the Exchange Agent the agent and attorney-in-fact of the undersigned,
with full power of substitution, to deliver the certificates representing the
Series A Notes to be Exchanged, or transfer ownership of the Series A Notes to
be Exchanged on the records of DTC, to Lennar upon receipt by the Exchange
Agent, as the undersigned's agent, of the Series B Notes to be issued in
exchange for the Series A Notes to be Exchanged.

     The undersigned represents and warrants that the undersigned has full power
and authority to exchange the Series A Notes to be Exchanged for Series B Notes
and that, when Series B Notes are issued in exchange for the Series A Notes to
be Exchanged, Lennar will acquire title to the Series A Notes to be Exchanged,
free and clear of any liens, restrictions, charges, encumbrances or adverse
claims. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or by Lennar to be necessary or desirable
to complete the transfer of the Series A Notes to be Exchanged to Lennar.

     The authority conferred in this Letter of Transmittal will not be affected
by, and will survive, the death or incapacity of the undersigned. The
obligations of the undersigned under this Letter of Transmittal or otherwise
resulting from the submission of the Series A Notes to be Exchanged for exchange
will be binding upon the successors, assigns, heirs, executors, administrators
and legal representatives of the undersigned. The submission of Series A Notes
to be Exchanged for exchange is irrevocable.

     Unless otherwise indicated in the box below captioned "Special Issuance
Instructions" or the box below captioned "Special Delivery Instructions," please
issue and deliver the certificates representing the Series B Notes being issued
in exchange for the Series A Notes to be Exchanged, and deliver certificates
representing any Series A Notes which are not being exchanged or are not
accepted for exchange, to the undersigned at the address shown below the
undersigned's signature. If one or both of the boxes captioned "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
and deliver the notes or confirmation of book-entry transfer as indicated.
Lennar noteholders who deliver Series A Notes to be Exchanged by book-entry
transfer may, by making an appropriate entry under "Special Issuance
Instructions," request that any notes which are not accepted for exchange be
returned by crediting an account at DTC. The undersigned is aware that Lennar
has no obligation because of Special Issuance Instructions or otherwise to
transfer any Series A Notes which are not accepted for exchange from the name of
the registered holder of those Series A Notes to the name of another person.
<PAGE>   3

          ------------------------------------------------------------

                         SPECIAL ISSUANCE INSTRUCTIONS
                         (SEE INSTRUCTIONS 5, 6 AND 7)

        To be completed ONLY if Series B Notes or Series A Notes which are
   not exchanged are to be issued in the name of someone other than the
   undersigned, or if Series A Notes delivered by book-entry transfer which
   are not exchanged are to be returned by credit to an account at DTC other
   than that designated above.

   Issue: [ ] Series B Notes
          [ ] Series A Notes not exchanged

   to:

   Name
   ----------------------------------------------------
                                    (PLEASE PRINT)

   Address
   --------------------------------------------------

          ------------------------------------------------------------
                               (INCLUDE ZIP CODE)

          ------------------------------------------------------------
                (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER.)

   [ ] Credit Series A Notes which were delivered by book-entry transfer and
   are not accepted for exchange to the following DTC account:

          ------------------------------------------------------------
                                (ACCOUNT NUMBER)

          ------------------------------------------------------------
          ------------------------------------------------------------

                         SPECIAL DELIVERY INSTRUCTIONS
                         (SEE INSTRUCTIONS 5, 6 AND 7)

        To be completed ONLY if Series B Notes or Series A Notes which are
   not exchanged are to be sent to someone other than the undersigned or to
   undersigned at an address other than that shown after the undersigned's
   signature below.

   Mail: [ ] Series B Notes
         [ ] Series A Notes not exchanged

   to:

   Name
   ----------------------------------------------------
                                    (PLEASE PRINT)

   Address
   --------------------------------------------------

          ------------------------------------------------------------
                               (INCLUDE ZIP CODE)

   SIGN HERE

   ------------------------------------------------------------

          ------------------------------------------------------------
                            SIGNATURE(S) OF OWNER(S)

   Dated:           , 2000

          ------------------------------------------------------------
<PAGE>   4

     (Must be signed by registered holder(s) exactly as name(s) appear(s) on
note(s) or on a security position listing or by person(s) authorized to become
registered holder(s) by certificates and documents transmitted with this Letter
of Transmittal. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, agents, officers of corporations or others acting
in a fiduciary or representative capacity, please provide the information
described in Instruction 5.)

Name(s) (Please print)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             CAPACITY (FULL TITLE)

Address
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

Area Code and Telephone Number

--------------------------------------------------------------------------------

Tax Identification or Social Security No.

--------------------------------------------------------------------------------
<PAGE>   5

                                  INSTRUCTIONS

                FORMING PART OF THE TERMS OF THE EXCHANGE OFFER

     1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal if (i) this Letter of Transmittal is signed by the
registered holder of the Series A Notes to be Exchanged (which, for purposes of
this document, includes any participant in DTC whose name appears on a security
position listing as the owner of the Series A Notes to be Exchanged) unless the
holder has completed either the box entitled "Special Issuance Instructions" or
the box entitled "Special Delivery Instructions" or (ii) the Series A Notes to
be Exchanged are submitted for the account of a member firm of a registered
national securities exchange or a member of the National Association of
Securities Dealers, Inc. or by a commercial bank or trust company which has an
office or correspondent in the United States (collectively, "Eligible
Institutions"). In all other cases, all signatures on this Letter of Transmittal
must be guaranteed by an Eligible Institution. See Instruction 5.

     2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be completed by noteholders whether certificates are being
forwarded with it or whether Series A Notes are being submitted in accordance
with the procedures for delivery by book-entry transfer described in the
Exchange Instructions. The Exchange Agent must receive, at or before the
Expiration Time, certificates for the Series A Notes to be Exchanged, or
confirmation by DTC of transfer of the Series A Notes to be Exchanged to an
account of the Exchange Agent, together with a properly completed and executed
Letter of Transmittal. Guaranteed delivery of Series A Notes to be Exchanged
will not be accepted.

     Submission of Series A Notes to be Exchanged will be irrevocable.
Submission may not be conditional or contingent. The method of delivery of this
Letter of Transmittal and the certificates for Series A Notes to be Exchanged,
or confirmation of delivery of Series A Notes to be Exchanged through DTC, is at
the option and risk of the exchanging noteholder. Delivery will not be deemed
made until items are actually received by the Exchange Agent. If delivery is by
mail, registered mail with return receipt requested, properly insured, is
recommended.

     3. INADEQUATE SPACE. If the space provided in this Letter of Transmittal is
inadequate, the certificate numbers and numbers of Series A Notes being
submitted for exchange should be listed on a separate signed schedule, which
should be attached to this Letter of Transmittal.

     4. PARTIAL SUBMISSIONS. (Not applicable to noteholders who submit by
book-entry transfer). If fewer than all the Series A Notes evidenced by a
certificate are to be exchanged, fill in the number of notes which are to be
exchanged in the box entitled "Principal Amount of Series A Notes Submitted." If
you do that, new certificate(s) for the remainder of the notes that were
represented by your old certificate(s) will be sent to you, or as you instruct
in the appropriate box on this Letter of Transmittal, as soon as practicable.
All Series A Notes represented by certificates delivered to the Exchange Agent
will be deemed to have been submitted for exchange unless otherwise indicated.

     5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Series A
Notes to be Exchanged, the signature(s) must correspond exactly with the name(s)
written on the face of the certificate(s).

     If the Series A Notes to be Exchanged are owned of record by two or more
joint owners, all the owners must sign this Letter of Transmittal.

     IF SERIES A NOTES TO BE EXCHANGED ARE REGISTERED IN DIFFERENT NAMES ON
DIFFERENT CERTIFICATES, IT WILL BE NECESSARY TO COMPLETE, SIGN AND SUBMIT AS
MANY SEPARATE LETTERS OF TRANSMITTAL AS THERE ARE DIFFERENT REGISTRATIONS ON
CERTIFICATES.

     If this Letter of Transmittal or any certificates or written instruments of
transfer are signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
<PAGE>   6

or representative capacity, that person should so indicate when signing, and
submit evidence satisfactory to the Purchaser of the person's authority so to
act.

     If this Letter of Transmittal is signed by the registered owner of the
Series A Notes to be Exchanged, no endorsements of certificates or separate
written instruments of transfer are required, unless certificates for Series B
Notes or for Series A Notes which are not exchanged are to be issued to a person
other than the registered owner, in which case, endorsements of certificates or
separate written instruments of transfer are required and signatures on those
certificates or written instruments of transfer must be guaranteed by an
Eligible Institution.

     If this Letter of Transmittal is signed by a person other than the
registered owner of the Series A Notes to be Exchanged, the certificates must be
endorsed or accompanied by appropriate written instruments of transfer, in
either case signed exactly as the name of the registered owner appears on the
certificates. Signatures on the certificates or stock powers must be guaranteed
by an Eligible Institution.

     6. TRANSFER TAXES. Except as set forth in this Instruction 6, LENNAR will
pay any transfer taxes with respect to the transfer to it of Series A Notes to
be Exchanged. If certificates for Series B Notes or for Series A Notes which are
not exchanged are to be registered in the name of any person other than the
registered holder, or if tendered certificates are registered in the name of
anyone other than the person signing this Letter of Transmittal, certificates
representing Series B Notes will not be issued until LENNAR or the Exchange
Agent receives satisfactory evidence of the payment of, or an exemption from the
need to pay, transfer taxes.

     Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates submitted with this Letter
of Transmittal.

     7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If certificates for Series B
Notes or for Series A Notes which are not exchanged are to be issued in the name
of a person other than the signer of this Letter of Transmittal, or are to be
sent to someone other than the signer of this Letter of Transmittal or to an
address other than the signer's address shown above, the appropriate boxes on
this Letter of Transmittal must be completed. Noteholders who submit notes by
book-entry transfer may request that any notes which are not exchanged be
credited to an account at DTC which the noteholder designates. If no
instructions are given, notes tendered by book-entry transfer which are not
exchanged will be returned by crediting the account at DTC designated above.

     8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
may be directed to, or additional copies of the Prospectus and this Letter of
Transmittal may be obtained from, LENNAR Investor Relations at 700 Northwest
107th Avenue, Miami, Florida 33172, or from your broker, dealer, commercial bank
or trust company.

     9. WAIVER OF REQUIREMENTS. The requirements described above may be waived
by Lennar, in whole or in part, at any time and from time to time, in Lennar's
sole discretion, and may be waived as to Series A Notes submitted by particular
noteholders, even if similar requirements are not waived as to other
noteholders.

     IMPORTANT:  This Letter of Transmittal, together with certificates or
confirmation of book-entry transfer, must be received by the Exchange Agent
before 5:00 P.M., New York City time, on           , 2000.

                       (DO NOT WRITE IN THE SPACES BELOW)

Date Received        Accepted by        Checked by

<TABLE>
<CAPTION>
                                                                                      SERIES A
                SERIES A      SERIES A      SERIES B      SERIES B      SERIES A       NOTES
CERTIFICATES     NOTES         NOTES         NOTES         NOTES         NOTES      CERTIFICATE      BLOCK
SURRENDERED    SUBMITTED      ACCEPTED       ISSUED     CERTIFICATE     RETURNED        NO.           NO.
------------   ---------      --------      --------    -----------     --------    -----------      -----
<S>           <C>           <C>           <C>           <C>           <C>           <C>           <C>

------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------

------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
</TABLE>

Delivery Prepared by        Checked by        Date
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>9
<FILENAME>ex99-6.txt
<DESCRIPTION>FORM OF NOTICE OF GUARANTEED DELIVERY
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 99.6

                     FORM OF NOTICE OF GUARANTEED DELIVERY

                         NOTICE OF GUARANTEED DELIVERY

                                      FOR

                      9.95% SERIES A SENIOR NOTES DUE 2010

                                IN EXCHANGE FOR

                      9.95% SERIES B SENIOR NOTES DUE 2010

                                       OF

                               LENNAR CORPORATION

Registered holders of outstanding 9.95% Senior Notes due 2010 (the "Series A
Notes") who wish to tender their Series A Notes in exchange for a like principal
amount of new 9.95% Series B Senior Notes due 2010 (the "Series B Notes") and
whose Series A Notes are not immediately available or who cannot deliver their
Series A Notes and Letter of Transmittal (and any other documents required by
the Letter of Transmittal) to Bank One Trust Company, N.A. (the "Exchange
Agent") prior to the Expiration Date, may use this Notice of Guaranteed Delivery
or one substantially equivalent hereto. This Notice of Guaranteed Delivery may
be delivered by hand or sent by facsimile transmission (receipt confirmed by
telephone and an original delivered by guaranteed overnight courier) or mail to
the Exchange Agent. See "The Exchange Offer -- Procedures for Tendering" in the
Prospectus.

                  THE EXCHANGE AGENT OF THE EXCHANGE OFFER IS:

                          BANK ONE TRUST COMPANY, N.A.

<TABLE>
<S>                                                   <C>
              BY HAND:                                              BY MAIL:
    Bank One Trust Company, N.A.                          Bank One Trust Company, N.A.
   Global Corporate Trust Services                       Global Corporate Trust Services
       One North State Street                                   1 Bank One Plaza
              9th Floor                                          Suite IL1-0126
       Chicago, Illinois 60602                            Chicago, Illinois 60670-0126
      Attention: Mary R. Fonti                              Attention: Mary R. Fonti

        BY OVERNIGHT EXPRESS:                                     BY FACSIMILE:
    Bank One Trust Company, N.A.                            Facsimile: (312) 407-4656
   Global Corporate Trust Services                       Global Corporate Trust Services
       One North State Street                               Attention: Mary R. Fonti
              9th Floor                                     Telephone: (212) 373-1105
       Chicago, Illinois 60602
      Attention: Mary R. Fonti
</TABLE>

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If
a signature on a Letter of Transmittal is required to be guaranteed by an
Eligible Institution (as defined in the Prospectus), such signature guarantee
must appear in the applicable space provided on the Letter of Transmittal for
Guarantee of Signatures.
<PAGE>   2

LADIES AND GENTLEMEN:

The undersigned hereby tenders the principal amount of Series A Notes indicated
below, upon the terms and subject to the conditions contained in the Prospectus
dated           , 2000 of Lennar Corporation (the "Prospectus"), receipt of
which is hereby acknowledged.

                       DESCRIPTION OF SECURITIES TENDERED

<TABLE>
<CAPTION>
                         NAME AND ADDRESS OF
                       REGISTERED HOLDER AS IT
                       APPEARS ON THE SERIES A  CERTIFICATE NUMBER(S)   PRINCIPAL AMOUNT OF
       NAME OF                  NOTES             OF SERIES A NOTES       SERIES A NOTES
  TENDERING HOLDER         (PLEASE PRINT)             TENDERED               TENDERED
  ----------------     -----------------------  ---------------------   -------------------
<S>                    <C>                      <C>                    <C>
---------------------  ----------------------   ---------------------  ---------------------
---------------------  ----------------------   ---------------------  ---------------------
---------------------  ----------------------   ---------------------  ---------------------
---------------------  ----------------------   ---------------------  ---------------------
---------------------  ----------------------   ---------------------  ---------------------
</TABLE>
<PAGE>   3

                   THE FOLLOWING GUARANTEE MUST BE COMPLETED

                             GUARANTEE OF DELIVERY

                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member of a recognized signature guarantee medallion program
within the meaning of Rule 17Ad-15 under the Securities Act of 1934, as amended,
hereby guarantees to deliver to the Exchange Agent at one of its addresses set
forth above, the certificates representing the Series A Notes (or a confirmation
of book-entry transfer of such Series A Notes into the Exchange Agent's account
at the book-entry transfer facility), together with a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, and any other documents required by the Letter of
Transmittal within three business days after the Expiration Date (as defined in
the Prospectus and the Letter of Transmittal).

Name of Firm:
--------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                                   Zip Code
Area Code and Telephone No.:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                            (Authorized Signature)
Title:
--------------------------------------------------------------------------------
Name:
--------------------------------------------------------------------------------
                                            (Please Type or Print)
Date:
--------------------------------------------------------------------------------

NOTE: DO NOT SEND SERIES A NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. SERIES
A NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>10
<FILENAME>ex99-7.txt
<DESCRIPTION>FORM OF EXCHANGE AGENT AGREEMENT
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 99.7

                        FORM OF EXCHANGE AGENT AGREEMENT

          , 2000

EXCHANGE AGENT AGREEMENT

BANK ONE TRUST COMPANY, N.A.
GLOBAL CORPORATE TRUST SERVICES
1 BANK ONE PLAZA
SUITE IL1-0126
CHICAGO, ILLINOIS 60670-0126
ATTENTION: MARY R. FONTI

Dear Ms. Fonti:

     Lennar Corporation, a Delaware corporation (the "Company"), proposes to
make an offer (the "Exchange Offer") to exchange up to $325,000,000 aggregate
principal amount of its 9.95% Series B Senior Notes due 2010 (the "Exchange
Notes"), for a like principal amount of its outstanding 9.95% Series A 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 (File No. 333- ) (the "Registration
Statement"), filed with the Securities and Exchange Commission (the "SEC"),
proposed to be distributed to all record holders of the Private Notes. The
Private Notes and the Exchange Notes are collectively referred to herein as the
"Notes." Capitalized terms used herein and not defined shall have the respective
meanings ascribed to them in the Prospectus.

     The Company hereby appoints Bank One Trust Company, N.A. to act as exchange
agent (the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to Bank One Trust Company, N.A.

     The Exchange Offer is expected to be commenced by the Company on or about
          , 2000. 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 tendered.

     The Exchange Offer shall expire at 5:00 P.M., New York City time, on
          , 2000, or on such 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 not theretofore 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
<PAGE>   2

Facility's systems may make book-entry delivery of the Private Notes by causing
the Book-Entry Transfer Facility to transfer such 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 certificates
for Private Notes (and confirmation 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, certificates 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 the 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 any of the certificates for Private
Notes are not in proper form for transfer or some other irregularity in
connection with the acceptance of the Exchange Offer exists, you will endeavor
to inform the presenters of the need for fulfillment of all requirements and to
take any other action as may be necessary or advisable to cause such
irregularity to be corrected.

     4. With the approval of the Chairman, the President and Chief Executive
Officer, any of the Executive Vice Presidents or the General Counsel (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 tendency of Private Notes pursuant 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," and Private Notes shall be considered
properly tendered to you only when tendered in accordance with the procedures
set forth therein. Notwithstanding the provisions of this paragraph 5, Private
Notes which the Chairman, the President and Chief Executive Officer, any of the
Executive Vice Presidents 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, shall 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
     provided that 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 deliver certificates for Private
Notes to the transfer agent for split-up 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 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
<PAGE>   3

(such notice if given orally, to be confirmed in writing) of acceptance of said
Private Notes by the Company; provided, however, that in all cases, Private
Notes tendered pursuant to the Exchange Offer will be exchanged only after
timely receipt by you of certificates for such Private Notes (or confirmation of
book-entry transfer 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," duly executed Letter
of Transmittal (or facsimile thereof) with any required signature guarantees and
any other required documents. Unless otherwise instructed by the Company, you
shall issue Exchange Notes only in denominations of $1,000 or any integral
multiple thereof.

     9. Tenders pursuant 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 pursuant 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 exchange any Private Notes
tendered if any of the conditions set forth in the Exchange Offer are not met.
Notice of any decision by the Company not to exchange any Private Notes 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 tendered because of an invalid tender,
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 certificates for unaccepted Private Notes (or effect
appropriate book-entry transfer), together with any related required documents
and the Letters of Transmittal relating thereto that are in your possession, to
the persons who deposited them (or effected such book-entry transfer).

     12. All certificates for reissued Private Notes, unaccepted Private Notes
or for Exchange Notes (other than those effected by book-entry transfer) shall
be forwarded by (a) first-class certified mail, return receipt requested, under
a blanket surety bond obtained by you protecting you and the Company from loss
or liability arising out of the non-receipt or non-delivery of such certificates
or (b) by registered mail insured by you separately for the replacement value of
each of such certificates.

     13. You are not authorized to pay or offer to pay any concessions,
commissions or other solicitation fees to any broker, dealer, commercial bank,
trust company or other nominee or to engage or use any person to solicit
tenders.

     14. As Exchange Agent hereunder, you:

          (a) shall have no duties or obligations other than those specifically
     set forth in the Prospectus, the Letter of Transmittal or herein or as may
     be subsequently agreed to in writing by you and the Company;

          (b) will be regarded as making no representations and having no
     responsibilities as to the validity, sufficiency, value or genuineness of
     any of the certificates for the Private Notes deposited with you pursuant
     to the Exchange Offer, and will not be required to and will make no
     representation as to the validity, value or genuineness of the Exchange
     Offer;

          (c) will not be obligated to take any legal action hereunder which
     might in your reasonable judgment involve any expense or liability, unless
     you will have been furnished with reasonable indemnity;

          (d) may rely on and will be protected in acting in reliance upon any
     certificate, instrument, opinion, notice, letter, telegram or other
     document or security delivered to you and reasonably believed by you to be
     genuine and to have been signed by the proper party or parties;

          (e) may act upon any tender, statement, request, comment, agreement or
     other instrument whatsoever not only as to its due execution and validity
     and effectiveness of its provisions, but also as to the truth and accuracy
     of any information contained therein, which you shall in good faith believe
     to be genuine or to have been signed or represented by a proper person or
     persons;
<PAGE>   4

          (f) may rely on and shall be protected in acting upon written or oral
     instructions from any officer of the Company;

          (g) may consult with your counsel with respect to any questions
     relating to your duties and responsibilities, and the written opinion of
     such counsel shall be full and complete authorization and protection in
     respect of any action taken, suffered or omitted to be taken by you
     hereunder in good faith and in accordance with the written opinion of such
     counsel; and

          (h) will not advise any person tendering Private Notes pursuant to the
     Exchange Offer as to whether to tender or refrain from tendering all or any
     portion of Private Notes or as to the market value, decline or appreciation
     in market value of any Private Notes that may or may not occur as a result
     of the Exchange Offer or as to the market value of the Exchange Notes;

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.

     15. You will take such action as may from time to time be requested by the
Company or its counsel (and such other action as you may reasonably deem
appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the
Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms
as may be approved from time to time by the Company, to all persons requesting
such documents and to accept and comply with telephone requests for information
relating to the Exchange Offer, provided that such information shall relate only
to the procedures for accepting (or withdrawing from) the Exchange Offer. The
Company will furnish you with copies of such documents at your request.

     16. You will advise by facsimile transmission or telephone, and promptly
thereafter confirm in writing to David B. McCain of the Company (telephone
number (305) 559-4000, facsimile number (305) 229-6650), and such other person
or persons as the Company may request, daily up to and including the Expiration
Date as to the aggregate principal amount of Private Notes which have been duly
tendered pursuant to the Exchange Offer and the items received by you pursuant
to the Exchange Offer and this Agreement, separately reporting and giving
cumulative totals as to items properly received and items improperly received.
In addition, you will also inform, and cooperate in making available to, the
Company or any such other person or persons upon oral request made from time to
time prior to the Expiration Date of such other information as it or he or she
reasonably requests. Such cooperation shall include, without limitation, the
granting by you to the Company and such person as the Company may request of
access to those persons on your staff who are responsible for receiving tenders,
in order to ensure that immediately prior to the Expiration Date the Company
shall have received information in sufficient detail to enable it to decide
whether to extend the Exchange Offer. You shall prepare a final list of all
persons whose tenders were accepted, the aggregate principal amount of Private
Notes tendered, the aggregate principal amount of Private Notes accepted and the
identity of any Participating Broker-Dealers and the aggregate principal amount
of Exchange Notes delivered to each, and deliver said list to the Company.

     17. Letters of Transmittal, book-entry confirmations and Notices of
Guaranteed Delivery received by you shall be preserved by you for a period of
time at least equal to the period of time you preserve other records pertaining
to the transfer of securities, or one year, whichever is longer, and thereafter
shall be delivered by you to the Company. You shall dispose of unused Letters of
Transmittal and other surplus materials as instructed by the Company.

     18. You hereby expressly waive any lien, encumbrance or right of set-off
whatsoever that you may have with respect to funds deposited with you for the
payment of transfer taxes by reasons of amounts, if any, borrowed by the
Company, or any of its subsidiaries or affiliates pursuant to any loan or credit
agreement with you or for compensation owed to you hereunder.

     19. For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation as set forth on Schedule I attached hereto.
<PAGE>   5

     20. You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal and further acknowledge that you have examined each of them. Any
inconsistency between this Agreement, on the one hand, and the Prospectus and
the Letter of Transmittal (as they may be amended from time to time), on the
other hand, shall be resolved in favor of the latter two documents, except with
respect to the duties, liabilities and indemnification of you as Exchange Agent,
which shall be controlled by this Agreement.

     21. The Company covenants and agrees to indemnify and hold you harmless in
your capacity as Exchange Agent hereunder against any loss, liability, cost or
expense, including attorneys' fees and expenses arising out of or in connection
with any act, omission, delay or refusal made by you in reliance upon any
signature, endorsement, assignment, certificate, order, request, notice,
instruction or other instrument or document reasonably believed by you to be
valid, genuine and sufficient and in accepting any tender or effecting any
transfer of Private Notes reasonably believed by you in good faith to be
authorized, and in delaying or refusing in good faith to accept any tenders or
effect any transfer of Private Notes; provided, however, that anything in this
Agreement to the contrary notwithstanding, the Company shall not be liable for
indemnification or otherwise for any loss, liability, cost or expense to the
extent arising out of your gross negligence or willful misconduct. In no case
shall the Company be liable under this indemnity with respect to any claim
against you unless the Company shall be notified by you, by letter or cable or
by facsimile which is confirmed by letter, of the written assertion of a claim
against you or of any other action commenced against you, promptly after you
shall have received any such written assertion or notice of commencement of
action. The Company shall be entitled to participate, at its own expense, in the
defense of any such claim or other action, and, if the Company so elects, the
Company may assume the defense of any pending or threatened action against you
in respect of which indemnification may be sought hereunder, in which case the
Company shall not thereafter be responsible for the subsequently-incurred fees
and disbursements of legal counsel for you under this paragraph so long as the
Company shall retain counsel reasonably satisfactory to you to defend such suit;
provided, that the Company shall not be entitled to assume the defense of any
such action if the named parties to such action include both you and the Company
and representation of both parties by the same legal counsel would, in the
written opinion of your counsel, be inappropriate due to actual or potential
conflicting interests between you and the Company. You understand and agree that
the Company shall not be liable under this paragraph for the fees and expenses
of more than one legal counsel for you.

     22. You shall arrange to comply with all requirements under the tax laws of
the United States, including those relating to missing Tax Identification
Numbers, and shall file any appropriate reports with the Internal Revenue
Service. The Company understands that you are required, in certain instances, to
deduct thirty-one percent (31%) with respect to interest paid on the Exchange
Notes and proceeds from the sale, exchange, redemption or retirement of the
Exchange Notes from holders who have not supplied their correct Taxpayer
Identification Number or required certification. Such funds will be turned over
to the Internal Revenue Service in accordance with applicable regulations.

     23. You shall notify the Company of the amount of any transfer taxes
payable in respect of the exchange of Private Notes and, upon receipt of a
written approval from the Company, shall deliver or cause to be delivered, in a
timely manner to each governmental authority to which any transfer taxes are
payable in respect of the exchange of Private Notes, your check in the amount of
all transfer taxes so payable, and the Company shall reimburse you for the
amount of any and all transfer taxes payable in respect of the exchange of
Private Notes; provided, however, that you shall reimburse the Company for
amounts refunded to you in respect of your payment of any such transfer taxes,
at such time as such refund is received by you.

     24. This Agreement and your appointment as Exchange Agent hereunder shall
be construed and enforced in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within such state,
and without regard to conflicts of law principles.

     25. This Agreement shall be binding upon and inure solely to the benefit of
each party hereto and nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement. Without
<PAGE>   6

limitation of the foregoing, the parties hereto expressly agree that no holder
of Private Notes or Exchange Notes shall have any right, benefit or remedy of
any nature whatsoever under, or by reason of, this Agreement.

     26. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, and all of which taken together shall
constitute one and the same agreement.

     27. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     28. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part except by a written
instrument signed by a duly authorized representative of the party to be
charged.

     29. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
or similar writing) and shall be given to such party, addressed to it, at its
address or fax number set forth below:

if to the Company, to:

  Lennar Corporation
  700 N.W. 107th Avenue
  Miami, Florida 33172
  Telephone: (305) 559-4000
  Fax: (305) 229-6650
  Attention: David B. McCain

with a copy to:

  Clifford Chance Rogers & Wells LLP
  200 Park Avenue
  New York, New York 10166
  Telephone: (212) 878-8000
  Fax: (212) 878-8375
  Attention: Kathleen L. Werner, Esq.

If to the Exchange Agent, to:

  Bank One Trust Company, N.A.
  Global Corporate Trust Services
  1 Bank One Plaza
  Suite IL1-0126
  Chicago, Illinois 60670-0126
  Attention: Mary R. Fonti

  Telephone:  (212) 373-1105
  Fax: (312) 407-4656
  Attention: Mary R. Fonti

     30. Unless terminated earlier by the parties hereto, this Agreement shall
terminate 90 days following the Expiration Date. Notwithstanding the foregoing,
paragraphs 17, 19, 21 and 23 shall survive the termination of this Agreement.
Upon any termination of this Agreement, you shall promptly deliver to the
Company any certificates for Notes, funds or property then held by you as
Exchange Agent under this Agreement.

     31. This Agreement shall be binding and effective as of the date hereof.
<PAGE>   7

     Please acknowledge receipt of this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.

                                          LENNAR CORPORATION

                                          By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                          Accepted as of the date
                                          first above written:

                                          BANK ONE TRUST COMPANY, N.A.,
                                          as Exchange Agent

                                          By:
                                          --------------------------------------
                                          Name:
                                          Title:
</TEXT>
</DOCUMENT>
</SUBMISSION>
