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<SEC-DOCUMENT>0000950123-11-011116.txt : 20110209
<SEC-HEADER>0000950123-11-011116.hdr.sgml : 20110209
<ACCEPTANCE-DATETIME>20110209172200
ACCESSION NUMBER:		0000950123-11-011116
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20110203
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20110209
DATE AS OF CHANGE:		20110209

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HOVNANIAN ENTERPRISES INC
		CENTRAL INDEX KEY:			0000357294
		STANDARD INDUSTRIAL CLASSIFICATION:	OPERATIVE BUILDERS [1531]
		IRS NUMBER:				221851059
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08551
		FILM NUMBER:		11588230

	BUSINESS ADDRESS:	
		STREET 1:		110 WEST FRONT STREET
		STREET 2:		PO BOX 500
		CITY:			RED BANK
		STATE:			NJ
		ZIP:			07701
		BUSINESS PHONE:		7327477800

	MAIL ADDRESS:	
		STREET 1:		110 WEST FRONT STREET PO BOX 500
		STREET 2:		110 WEST FRONT STREET  PO BOX 500
		CITY:			RED BANK
		STATE:			NJ
		ZIP:			07701
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y89598e8vk.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>e8vk</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>

<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549<BR>
<DIV align="center"><DIV style="FONT-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K<BR>
<DIV align="center"><DIV style="FONT-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>CURRENT REPORT<BR>
PURSUANT TO SECTION 13 OR 15(d) OF THE<BR>
SECURITIES EXCHANGE ACT OF 1934</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Date of Report (Date of earliest event reported): February&nbsp;3, 2011</B>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>HOVNANIAN ENTERPRISES, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">
<DIV style="width: 100%; border-bottom: 1px solid #000000; FONT-size: 1px">&nbsp;</DIV>(Exact Name of Registrant as Specified in Charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR></TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>1-8551</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>22-1851059</B></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or Other Jurisdiction<BR>
of Incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Commission File Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer<BR>
Identification No.)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">
<B>110 West Front Street<BR>

P.O. Box 500<BR>

Red Bank, New Jersey 07701</B><BR>

<DIV style="width: 100%; border-bottom: 1px solid #000000; FONT-size: 1px">&nbsp;</DIV>(Address of Principal Executive Offices) (Zip Code)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt">
<B>(732)&nbsp;747-7800</B><BR>

<DIV style="width: 100%; border-bottom: 1px solid #000000; FONT-size: 1px">&nbsp;</DIV>(Registrant&#146;s telephone number, including area code)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt">
<B>Not Applicable</B><BR>

<DIV style="width: 100%; border-bottom: 1px solid #000000; FONT-size: 1px">&nbsp;</DIV>(Former Name or Former Address, if Changed Since Last Report)</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Check the appropriate box below if the Form&nbsp;8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction&nbsp;A.2. below):</DIV>

<DIV align="left" style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD></TD>
</TR>

<TR>
    <TD valign="top"><FONT style="font-family: Wingdings">&#111;</FONT></TD>
    <TD>&nbsp;</TD>
    <TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)
</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD></TD>
</TR>

<TR>
    <TD valign="top"><FONT style="font-family: Wingdings">&#111;</FONT></TD>
    <TD>&nbsp;</TD>
    <TD>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)
</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD></TD>
</TR>

<TR>
    <TD valign="top"><FONT style="font-family: Wingdings">&#111;</FONT></TD>
    <TD>&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
</TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD></TD>
</TR>

<TR>
    <TD valign="top"><FONT style="font-family: Wingdings">&#111;</FONT></TD>
    <TD>&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
</TD>
</TR>
</TABLE>
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>







<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link2 "Item&nbsp;1.01. | <U>Entry Into a Material Definitive Agreement.</U>" -->

<DIV align="left" style="margin-top: 12pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD></TD>
</TR>
<TR valign="top">
    <TD nowrap align="left">Item&nbsp;1.01.</TD>
    <TD>&nbsp;</TD>
    <TD><U>Entry Into a Material Definitive Agreement.</U></TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On February&nbsp;3, 2011, Hovnanian Enterprises, Inc. (the
&#147;Company&#148;), K. Hovnanian Enterprises, Inc., the Company&#146;s wholly-owned subsidiary (&#147;K. Hovnanian&#148;), and the subsidiary
guarantors named therein entered into an underwriting agreement (the &#147;Senior Notes Underwriting Agreement&#148;) with Credit Suisse
Securities (USA)&nbsp;LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC
(collectively the &#147;Senior Notes Underwriters&#148;), related to a public offering of $155,000,000 aggregate principal amount of
11<SUP><FONT style="FONT-SIZE: 60%">7</FONT></SUP>/<FONT style="FONT-SIZE: 50%">8</FONT>% Senior Notes due 2015 (the &#147;Senior Notes&#148;) which are guaranteed by the Company and substantially all of its subsidiaries.
</DIV>




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On February&nbsp;3, 2011, the Company also entered into an
underwriting agreement (the &#147;Common Stock Underwriting Agreement&#148;) with J.P. Morgan Securities LLC, Credit Suisse Securities (USA)&nbsp;LLC,
Merrill Lynch, Pierce, Fenner &#038; Smith Incorporated and Citigroup Global Markets Inc., and the other several
underwriters named therein (collectively the &#147;Common Stock Underwriters&#148;), related to a public offering of
11,750,000 shares (the &#147;Underwritten Shares&#148;) of Class&nbsp;A Common Stock, par value $0.01 per share, of the Company at a price of
$4.30 per share. Pursuant to the terms of the Common Stock Underwriting Agreement, the Company granted the underwriters an
option to purchase up to 1,762,500 additional shares (the &#147;Optional Shares&#148; and, together with the Underwritten Shares,
the &#147;Shares&#148;) to cover over-allotments, if any.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additionally, on February&nbsp;3, 2011, the Company, K. Hovnanian
and the subsidiary guarantors named therein entered into an underwriting agreement (the &#147;Units Underwriting Agreement&#148;)
with Credit Suisse Securities (USA)&nbsp;LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, and the other
several underwriters named therein (collectively the &#147;Units Underwriters&#148;) related to a public offering of 3,000,000 7.25%
Tangible Equity Units (the &#147;Underwritten Units&#148;), each with a stated amount of $25. Pursuant to the terms of the Units
Underwriting Agreement, the Company and K. Hovnanian granted the Units Underwriters an option to purchase up to 450,000
additional Units (the &#147;Optional Units&#148; and, together with the Underwritten Units, the &#147;Units&#148;) to cover over-allotments, if any.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The sale of the Senior Notes, the Shares and the Units is being
made pursuant to the Company&#146;s, K. Hovnanian&#146;s and the subsidiary guarantors&#146; Registration Statement on Form&nbsp;S-3
(File&nbsp;No.&nbsp;333-171349) (the &#147;Registration Statement&#148;) and the prospectus supplements, dated February&nbsp;3, 2011, to the
prospectus contained therein dated January&nbsp;28, 2011.
</DIV>
<!-- link2 "Item&nbsp;8.01. <U>Other Events.</U>" -->

<DIV align="left" style="margin-top: 12pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD></TD>
</TR>
<TR valign="top">
    <TD nowrap align="left">Item&nbsp;8.01.</TD>
    <TD>&nbsp;</TD>
    <TD><U>Other Events.</U></TD>
</TR>
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the offering of the Senior Notes,
the Shares and the Units, as described in response to Item&nbsp;1.01 of this Current Report on Form&nbsp;8-K, the following exhibits are filed with
this Current Report on Form&nbsp;8-K and are incorporated by reference herein and into the Registration Statement:
(i)&nbsp;the Senior Notes Underwriting Agreement (Exhibit&nbsp;1.2 to this Current Report on Form&nbsp;8-K), (ii)&nbsp;the
Common Stock Underwriting Agreement (Exhibit&nbsp;1.3 to this Current Report on Form&nbsp;8-K) and (iii)&nbsp;the
Units Underwriting Agreement (Exhibit&nbsp;1.6 to this Current Report on Form&nbsp;8-K).
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link2 "Item&nbsp;9.01. <U>Financial Statements and Exhibits</U>." -->

<DIV align="left" style="margin-top: 12pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD></TD>
</TR>
<TR valign="top">
    <TD nowrap align="left">Item&nbsp;9.01.</TD>
    <TD>&nbsp;</TD>
    <TD><U>Financial Statements and Exhibits</U>.</TD>
</TR>
</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(d) <I>Exhibits.</I></DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="92%">&nbsp;</TD>
</TR>
<TR></TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;1.2</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Underwriting Agreement dated February&nbsp;3, 2011 among the Company, K. Hovnanian, the subsidiary guarantors named therein
and Credit Suisse Securities (USA)&nbsp;LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC.</TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;1.3</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Underwriting Agreement dated February&nbsp;3, 2011 among the Company and J.P. Morgan Securities LLC, Credit Suisse
Securities (USA)&nbsp;LLC, Merrill Lynch, Pierce, Fenner &#038; Smith Incorporated and Citigroup Global Markets Inc., and the other several underwriters named therein.</TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;1.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Underwriting Agreement dated February&nbsp;3, 2011 among the Company, K. Hovnanian, the subsidiary guarantors named therein
and Credit Suisse Securities (USA)&nbsp;LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC and the other several underwriters named therein.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->3<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 " <U>SIGNATURES</U>" -->

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U>SIGNATURES</U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">HOVNANIAN ENTERPRISES, INC. <BR>
(Registrant)<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Peter S. Reinhart
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Peter S. Reinhart&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date: February 9, 2011&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Senior Vice President and General Counsel&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><!-- Folio -->4<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<DIV style="font-family: 'Times New Roman',Times,serif">


<!-- link1 " <U>INDEX TO EXHIBITS</U>" -->

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U>INDEX TO EXHIBITS</U>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Exhibit Number</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Exhibit</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;1.2</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Underwriting Agreement dated February&nbsp;3, 2011 among the
Company, K. Hovnanian, the subsidiary guarantors named therein and Credit Suisse Securities (USA)&nbsp;LLC, Citigroup
Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC.</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;1.3</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Underwriting Agreement dated February&nbsp;3, 2011 among the
Company and J.P. Morgan Securities LLC, Credit Suisse Securities (USA)&nbsp;LLC, Merrill Lynch, Pierce, Fenner &#038; Smith
Incorporated and Citigroup Global Markets Inc., and the other several underwriters named therein.</TD>
</TR>

<TR valign="bottom">
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Exhibit&nbsp;1.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Underwriting Agreement dated February&nbsp;3, 2011 among the
Company, K. Hovnanian, the subsidiary guarantors named therein and Credit Suisse Securities (USA)&nbsp;LLC, Citigroup
Global Markets Inc. and J.P. Morgan Securities LLC and the other several underwriters named therein.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->5<!-- /Folio -->
</DIV>


</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.2
<SEQUENCE>2
<FILENAME>y89598exv1w2.htm
<DESCRIPTION>EX-1.2
<TEXT>
<HTML>
<HEAD>
<TITLE>exv1w2</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;1.2</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>K. HOVNANIAN ENTERPRISES, INC.,<BR>
as Issuer<BR>
HOVNANIAN ENTERPRISES, INC.<BR>
and Certain of its Subsidiaries,<BR>
as Guarantors</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>$155,000,000 11.875% Senior Notes due 2015</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>UNDERWRITING AGREEMENT</B></U>
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">February&nbsp;3, 2011
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">CREDIT SUISSE SECURITIES (USA)&nbsp;LLC<BR>
CITIGROUP GLOBAL MARKETS INC.<BR>
DEUTSCHE BANK SECURITIES INC.<BR>
J.P. MORGAN SECURITIES LLC<BR>
As Representatives of the Several Underwriters,

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">c/o CREDIT SUISSE SECURITIES (USA)&nbsp;LLC<BR>
Eleven Madison Avenue<BR>
New York, New York 10010-3629<BR><BR style="font-size: 6pt">

Ladies and Gentlemen:

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. <I>Introductory</I>. K. Hovnanian Enterprises, Inc., a California corporation (the &#147;<B>Company</B>&#148;),
proposes to issue and sell $155,000,000 principal amount of its 11.875% Senior Notes due 2015 (the
&#147;<B>Securities</B>&#148;) to be guaranteed (collectively, the &#147;<B>Guarantees</B>&#148;) by Hovnanian Enterprises, Inc., a
Delaware corporation (&#147;<B>Hovnanian</B>&#148;), and the subsidiary guarantors listed on Schedule&nbsp;A hereto
(together with Hovnanian, the &#147;<B>Guarantors</B>&#148;), to be issued under an indenture, dated as of February
14, 2011 (the &#147;<B>Base Indenture</B>&#148;), among the Company, Hovnanian, the other guarantors named therein
and Wilmington Trust Company, as Trustee (the &#147;<B>Trustee</B>&#148;), as supplemented by that certain
supplemental indenture, among the Company, Hovnanian, the other Guarantors and the Trustee, dated
as of the Closing Date (the &#147;<B>Supplemental Indenture</B>&#148; and, together with the Base Indenture, the
&#147;<B>Indenture</B>&#148;). The Company hereby agrees with the several Underwriters named in Schedule&nbsp;B hereto
(the &#147;<B>Underwriters</B>&#148;), for whom you are acting as Representatives (the &#147;<B>Representatives</B>,&#148; which
term, if the Underwriters are the same as the Representatives, shall be deemed to refer to the
Underwriters), as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. <I>Representations and Warranties of the Company and Hovnanian</I>. Each of the Company and
Hovnanian represent and warrant to, and agree with, the several Underwriters that:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) A registration statement on Form S-3 (File No.&nbsp;333-171349) relating to the
Securities, including a base prospectus dated January&nbsp;28, 2011 (the &#147;<B>Base Prospectus</B>&#148;), has
been filed with the Securities and Exchange Commission (the &#147;<B>Commission</B>&#148;) under the
Securities Act of 1933, as amended (the &#147;<B>Act</B>&#148;) and has been declared effective under the
Act. For purposes of this agreement (the &#147;Agreement&#148;), &#147;<B>Effective Date</B>&#148; means the &#147;effective
date of the registration statement&#148; (within the meaning of Rule 158(c) under the Act) of the
Registration Statement or the most recent post-effective amendment thereto (if any) filed
prior to the execution and delivery of this Agreement. Such registration statement, as
amended at the Effective Date, including the information, if any, deemed pursuant to 430B
under the Act to be part of the
registration statement at the time of its effectiveness (&#147;<B>Rule&nbsp;430 Information</B>&#148;), is
hereinafter referred
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">to as the &#147;<B>Registration Statement</B>.&#148; The term &#147;<B>Preliminary Prospectus</B>&#148;
means each preliminary prospectus supplement to the Base Prospectus which is used prior to
filing of the Prospectus (as defined below), together with the Base Prospectus, and the term
&#147;<B>Prospectus</B>&#148; means the prospectus supplement in the form first used (or made available upon
request of purchasers pursuant to Rule&nbsp;173 under the Act) in connection with confirmation of
sales of the Securities, together with the Base Prospectus. Any reference in this Agreement
to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item&nbsp;12 of Form S-3 under the Act, as of the effective date of the
Registration Statement or the date of such Base Prospectus, Preliminary Prospectus or the
Prospectus, as the case may be and any reference to &#147;<B>amend</B>&#148;, &#147;<B>amendment</B>&#148; or &#147;<B>supplement</B>&#148;
with respect to the Registration Statement, Base Prospectus, any Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include any documents filed after such date
under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the
Commission thereunder (collectively, the &#147;<B>1934 Act</B>&#148;) that are deemed to be incorporated by
reference therein. As of the Effective Date, the Company was eligible to use Form S-3 under
the Act. No stop order suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose or pursuant to Section&nbsp;8A of the Act
against the Company or related to the offering shall have been instituted or, to the
knowledge of the Company or Hovnanian, shall be contemplated by the Commission.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;At or prior to 4:30 P.M. on February&nbsp;3, 2011 (the &#147;<B>Time of Sale</B>&#148;), the Company had
prepared the following information (collectively, the &#147;<B>Time of Sale Information</B>&#148;): a
Preliminary Prospectus dated January&nbsp;31, 2011, and each &#147;free-writing prospectus&#148; (as
defined pursuant to Rule&nbsp;405 under the Act) listed on Annex A hereto.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Time of Sale Information, at the Time of Sale did not, and at the Closing Date
will not, contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; <I>provided </I>that the Company makes no representation and
warranty with respect to any statements or omissions made in reliance upon and in conformity
with information relating to any Underwriter furnished to the Company in writing by such
Underwriter through the Representatives expressly for use in such Time of Sale Information.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Other than the Preliminary Prospectus and the Prospectus, the Company (including
its agents and representatives, other than the Underwriters in their capacity as such) has
not made, used, prepared, authorized, approved or referred to and will not prepare, make,
use, authorize, approve or refer to any &#147;<B>written communication</B>&#148; (as defined in Rule&nbsp;405
under the Act) that constitutes an offer to sell or solicitation of an offer to buy the
Securities (each such communication by the Company or its agents and representatives (other
than a communication referred to in clause (i)&nbsp;below) an &#147;<B>Issuer Free Writing Prospectus</B>&#148;)
other than (i)&nbsp;any document not constituting a prospectus pursuant to Section&nbsp;2(a)(10)(a) of
the Act or Rule&nbsp;134 under the Act or (ii)&nbsp;the documents listed on Annex A hereto, each
electronic road show and other written communications approved in writing in advance by the
Representatives. Each such Issuer Free Writing Prospectus complied in all material respects
with the Act, has been filed in accordance with the Act (to the extent required thereby)
and, when taken together with the Time of Sale Information accompanying, or delivered prior
to delivery of, such Issuer Free Writing Prospectus, did not, and at the Closing Date will
not, contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; <I>provided </I>that the Company makes no representation and
warranty with respect to any statements or omissions made in each such Issuer Free Writing
Prospectus in reliance upon and in conformity with information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the Representatives
expressly for use in any Issuer Free Writing Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) (i)&nbsp;On the Effective Date, the Registration Statement conformed in all material
respects to the requirements of the Act, the Trust Indenture Act of 1939 (the &#147;<B>Trust
Indenture Act</B>&#148;) and the rules and regulations of the Commission under the Act (&#147;<B>Rules and
Regulations</B>&#148;) and did not include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">make the statements therein
not misleading and (ii)&nbsp;on the date of this Agreement, the Registration Statement conforms,
and at the time of filing of the Prospectus pursuant to Rule 424(b) under the Act, the
Registration Statement and the Prospectus will conform, in all material respects to the
requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither
of such documents includes, or will include, any untrue statement of a material fact or
omits, or will omit, to state any material fact required to be stated therein or necessary
to make the statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading except that the foregoing does not
apply to statements in or omissions from the Registration Statement or the Prospectus based
upon written information furnished to the Company by any Underwriter through the
Representatives, if any, specifically for use therein, it being understood and agreed that
the only such information is that described as such in Section 8(b) hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The documents incorporated by reference in the Time of Sale Information and the
Prospectus, at the time they were or hereafter are filed with the Commission and except as
otherwise subsequently disclosed therein, complied and will comply in all material respects
with the requirements of the 1934 Act and, when read together and with the other information
in the Time of Sale Information and the Prospectus, did not and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances
under which they were or are made, not misleading.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) Each of the Company, Hovnanian and its subsidiaries has been duly incorporated or
formed, as the case may be, is validly existing as a corporation, limited liability company
or limited partnership, as the case may be, in good standing under the laws of its
jurisdiction of incorporation or organization and has the corporate power, or its equivalent
in the case of a limited partnership or limited liability company, and authority to carry on
its business as described in the Time of Sale Information and the Prospectus and to own,
lease and operate its properties, and each is duly qualified and is in good standing as a
foreign corporation, limited liability company or limited partnership, as the case may be,
authorized to do business in each jurisdiction in which the nature of its business or its
ownership or leasing of property requires such qualification, except where the failure to be
so qualified would not have a material adverse effect on the business, prospects, financial
condition or results of operations of Hovnanian and its subsidiaries, taken as a whole (a
&#147;<B>Material Adverse Effect</B>&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) All outstanding shares of capital stock of the Company and Hovnanian have been duly
authorized and validly issued and are fully paid, non-assessable and except, for the
avoidance of doubt, with respect to the Rights Plan of Hovnanian, as described in the Time
of Sale Information, not subject to any preemptive or similar rights.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) All of the outstanding shares of capital stock of each of Hovnanian&#146;s direct and
indirect subsidiaries have been duly authorized and validly issued and are fully paid and
non-assessable, and are owned by Hovnanian, directly or indirectly through one or more
subsidiaries, free and clear of any security interest, claim, lien, encumbrance or adverse
interest of any nature (each, a &#147;<B>Lien</B>&#148;) other than Liens securing obligations under (A)&nbsp;the
Company&#146;s 10<SUP style="FONT-size: 85%; vertical-align: text-top">5</SUP>/<SUB style="FONT-size: 85%; vertical-align: text-bottom">8</SUB>% Senior Secured Notes due 2016 issued pursuant to the
indenture, dated as of October&nbsp;20, 2009, by and among the Company, Hovnanian and the other
guarantors named therein and Wilmington Trust Company (as successor to Deutsche Bank Trust
Company), as trustee, (B)&nbsp;the Company&#146;s 11<FONT style="FONT-size: 70%"><SUP>1</SUP></FONT>/<FONT style="FONT-size: 60%">2</FONT>% Senior Secured Notes due 2013 issued pursuant
to the indenture, dated as of May&nbsp;27, 2008, by and among the Company, Hovnanian, the other
guarantors named therein and Wilmington Trust Company, as trustee, (C)&nbsp;the Company&#146;s 18%
Senior Secured Notes due 2017 issued pursuant to the indenture, dated as of December&nbsp;3,
2008, by and among the Company,
Hovnanian and the other guarantors named therein and Wilmington Trust Company, as trustee
and (D) &#147;Permitted Liens&#148; as defined in such aforementioned indentures.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) This Agreement has been duly authorized, executed and delivered by the Company,
Hovnanian and each other Guarantor.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) The Indenture has been duly authorized by the Company and each of the Guarantors
that is a party thereto and as of the Closing Date the Indenture will have been validly
executed and delivered by the Company and each of the Guarantors that is a party thereto.
When the Indenture has been duly executed and delivered by the Company and each of the
Guarantors that is a party thereto, and, assuming that the Indenture is a valid and binding
obligation of the Trustee, the Indenture will be, valid and binding agreements of the
Company and each Guarantor that is a party thereto, enforceable against the Company and each
Guarantor in accordance with their terms except as the enforceability thereof may be limited
by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other similar laws relating to or affecting creditors&#146; rights generally, general
equitable principles (whether considered in a proceeding in equity or at law) and an implied
covenant of good faith and fair dealing.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) The Indenture has been duly qualified under the Trust Indenture Act with respect to
the Securities; the Securities have been duly authorized and, on the Closing Date, will have
been validly executed and delivered by the Company. When the Securities have been issued,
executed and authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters in accordance with the terms of this Agreement, will be
entitled to the benefits of the Indenture, and will be valid and binding obligations of the
Company, enforceable in accordance with their terms except as the enforceability thereof may
be limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors&#146; rights generally,
general equitable principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing. On the Closing Date, the Securities will
conform as to legal matters to the descriptions thereof contained in the Time of Sale
Information and Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) The Guarantee to be endorsed on the Securities by each Guarantor has been duly
authorized by such Guarantor and, on the Closing Date, will have been duly executed and
delivered by each such Guarantor. When the Securities have been issued, executed and
authenticated in accordance with the Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of this Agreement, the Guarantee of each Guarantor
endorsed thereon will be entitled to the benefits of the Indenture and will be the valid and
binding obligation of such Guarantor, enforceable against such Guarantor in accordance with
its terms, except as the enforceability thereof may be limited by the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors&#146; rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing. On the Closing Date, the Guarantees to be endorsed on the Securities will
conform as to legal matters to the description thereof contained in the Time of Sale
Information and Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) None of the Company, Hovnanian or any of their direct or indirect subsidiaries is
in violation of its respective charter or by-laws or applicable organizational documents, as
the case may be, or in default in the performance of any obligation, agreement, covenant or
condition contained in any indenture, loan agreement, mortgage, lease or other agreement or
instrument that is material to the Company, or Hovnanian and its subsidiaries, taken as a
whole, to which the Company, Hovnanian or any of its subsidiaries is a party or by which the
Company, Hovnanian or any of its subsidiaries or their respective property is bound.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) The execution, delivery and performance of this Agreement, the Securities, the
Guaranties and the Indenture by the Company and each of the Guarantors, as applicable,
compliance by the Company and each of the Guarantors with all provisions hereof and thereof
and the consummation of the transactions contemplated hereby and thereby will not (i)
require any consent, approval, authorization or other order
of, or qualification with, any court or governmental body or agency (except such consents as
have been obtained under the Act, and the Trust Indenture Act and except as may be required
under securities or Blue Sky laws of the various states), (ii)&nbsp;conflict with or constitute a
breach of any of the terms or provisions of, or a default under, the charter, by-laws or
applicable organizational documents of the Company or any Guarantor or any indenture, loan
agreement, mortgage, lease or other agreement or instrument that is material to the Company
or Hovnanian and its subsidiaries, taken as a whole, to which the Company or the Guarantors
is a party or by which the Company or the Guarantors or their respective property is bound,
(iii)&nbsp;violate or conflict with any applicable law or any rule, regulation, judgment, order
or decree of any court or
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">any governmental body or agency having jurisdiction over the
Company, Hovnanian or any of its subsidiaries or their respective property, (iv)&nbsp;result in
the imposition or creation of (or the obligation to create or impose) a Lien under, any
agreement or instrument to which the Company, Hovnanian or any of its subsidiaries is a
party or by which the Company, Hovnanian or any of its subsidiaries or their respective
property is bound, or (v)&nbsp;result in the termination, suspension or revocation of any
Authorization (as defined below) of the Company, Hovnanian or any of its subsidiaries or
result in any other impairment of the rights of the holder of any such Authorization.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p) Except as disclosed in the Time of Sale Information and the Prospectus, there are
no legal or governmental proceedings pending or threatened to which the Company, Hovnanian
or any of its subsidiaries is or could be a party or to which any of their respective
property is or could be subject, which might result, singly or in the aggregate, in a
Material Adverse Effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q) The Company and each of its subsidiaries maintains insurance covering their
properties, assets, operations, personnel and businesses, and, in the good faith estimate of
management, such insurance is of such type and in such amounts as is in accordance with
customary industry practice in the locations where the Company and each subsidiary conduct
operations, taking into account the costs and availability of such insurance.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r) The Company and its officers and directors, in their capacities as such, are in
compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002
and the rules and regulations promulgated thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s) Hovnanian maintains a system of &#147;internal control over financial reporting&#148; (as
such term is defined in Rule&nbsp;13a-15(f) under the Exchange Act) that complies with the
requirements of the Exchange Act and has been designed by Hovnanian&#146;s principal executive
officer and principal financial officer, or under their supervision, to provide reasonable
assurance regarding the reliability of the financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles; and Hovnanian&#146;s internal control over financial reporting is effective in all
material respects to perform the functions for which it was established and Hovnanian is not
aware of any material weaknesses in its internal control over financial reporting.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t) Hovnanian maintains &#147;disclosure controls and procedures&#148; (as such term is defined
in Rule&nbsp;13a-15(e) under the Exchange Act); such disclosure controls and procedures are
effective in all material respects to perform the functions for which they were established.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u) Except as disclosed in the Time of Sale Information and the Prospectus, neither the
Company, Hovnanian nor any of its subsidiaries has violated (i)&nbsp;any foreign, federal, state
or local law or regulation relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or contaminants
(&#147;<B>Environmental Laws</B>&#148;), (ii)&nbsp;any provisions of the Employee Retirement Income Security Act
of 1974, as amended (&#147;<B>ERISA</B>&#148;), or (iii)&nbsp;any provisions of the Foreign Corrupt Practices Act
or the rules and regulations promulgated thereunder, except with respect to (i)&nbsp;and (ii),
for such violations which, singly or in the aggregate, would not have a Material Adverse
Effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) Except as disclosed in the Time of Sale Information and the Prospectus, each of the
Company, Hovnanian and its subsidiaries has such permits, licenses, consents, exemptions,
franchises, authorizations and other approvals (each, an &#147;<B>Authorization</B>&#148;) of, and has made
all filings with and notices to, all governmental or regulatory authorities and
self-regulatory organizations and all courts and other tribunals, including without
limitation, under any applicable Environmental Laws, as are necessary to own, lease, license
and operate its respective properties and to conduct its business, except where the failure
to have any such Authorization or to make any such filing or notice would not, singly or in
the aggregate, have a Material Adverse Effect. Each such Authorization is valid and in full
force and effect and each of the Company, Hovnanian and its subsidiaries is in compliance
with all the terms and conditions thereof and with the rules and regulations of the
authorities and governing bodies having jurisdiction with respect thereto; and no event has
occurred (including, without limitation, the receipt of any notice from any
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">authority
or governing body) which allows or, after notice or lapse of time or both, would  allow,
revocation, suspension or termination of any such Authorization or results or, after notice
or lapse of time or both, would result in any other impairment of the rights of the holder
of any such Authorization; except where such failure to be valid and in full force and
effect or to be in compliance, the occurrence of any such event or the presence of any such
restriction would not, singly or in the aggregate, have a Material Adverse Effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w) Each of Deloitte &#038; Touche LLP and Ernst &#038; Young LLP, each of which has certified
financial statements incorporated by reference in the Time of Sale Information and the
Prospectus, is an independent registered public accounting firm with respect to the Company
and the Guarantors, as required by the Act and the 1934 Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x) The historical financial statements, together with related notes, incorporated by
reference from Hovnanian&#146;s Annual Report on 10-K/A in the Prospectus, Time of Sale
Information and the Registration Statement (and any amendment or supplement thereto) present
fairly the consolidated financial position, results of operations and changes in financial
position of Hovnanian and its subsidiaries on the basis stated in the documents incorporated
by reference in the Prospectus, Time of Sale Information and the Registration Statement at
the respective dates or for the respective periods to which they apply; such statements and
related notes have been prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as disclosed therein; and the
other financial and statistical information and data set forth or incorporated by reference
in the Prospectus, Time of Sale Information and Registration Statement (and any amendment or
supplement thereto) are, in all material respects, accurately presented and prepared on a
basis consistent with such financial statements and the books and records of Hovnanian; and
the historical financial statements, together with related notes incorporated by reference
in the Prospectus, Time of Sale Information and Registration Statement (and any amendment or
supplement thereto) meet the requirements of the Rules and Regulations and the 1934 Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(y) The Company and Hovnanian are not and, after giving effect to the offering and sale
of the Securities and the application of the net proceeds thereof as described in the Time
of Sale Information and the Prospectus, will not be, an &#147;investment company,&#148; as such term
is defined in the Investment Company Act of 1940, as amended.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(z) Neither the Company nor any Guarantor nor any of their respective subsidiaries nor
any agent thereof acting on their behalf has taken, and none of them will take, any action
that might cause this Agreement or the issuance or sale of the Offered Securities to violate
Regulation&nbsp;T, Regulation&nbsp;U or Regulation&nbsp;X of the Board of Governors of the Federal Reserve
System.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(aa) No &#147;nationally recognized statistical rating organization&#148; as such term is defined
under Section&nbsp;3(a)(62) of the 1934 Act has indicated to the Company or Hovnanian that it is
considering (i)&nbsp;the downgrading, suspension, or withdrawal of, or any review for a possible
change that does not indicate the direction of the possible change in, any rating so
assigned or (ii)&nbsp;any change in the outlook (other than a
positive change) for any rating of the Company, any Guarantor or any securities of the
Company or Hovnanian.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(bb) No debt of any subsidiary of Hovnanian (other than the Company) is rated by a
nationally recognized statistical organization.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(cc) Since the respective dates as of which information is given in the Prospectus and
Time of Sale Information except as disclosed in the Prospectus and Time of Sale Information
(exclusive of any amendments or supplements thereto subsequent to the date of this
Agreement), (i)&nbsp;there has not occurred any material adverse change or any development
involving a prospective material adverse change in the condition, financial or otherwise, or
the earnings, business, management or operations of the Company, or Hovnanian and its
subsidiaries, taken as a whole, (ii)&nbsp;there has not been any material adverse change or any
development involving a prospective material adverse change in the capital stock or in the
long-term debt
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">of the Company, Hovnanian or any of its subsidiaries and (iii)&nbsp;neither the
Company, Hovnanian nor any of its subsidiaries has incurred any material liability or
obligation, direct or contingent.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(dd) The Company is not an ineligible issuer as defined under the Act, at the times
specified in the Act in connection with the offering of the Securities. The Company has
paid the registration fee for this offering as required under the Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ee) Hovnanian is subject to Section&nbsp;13 or 15(d) of the Exchange Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3. <I>Purchase, Sale and Delivery of the Securities</I>. On the basis of the representations,
warranties and agreements herein contained, but subject to the terms and conditions herein set
forth, the Company agrees to sell to the Underwriters, the Guarantors agree to guarantee the
Securities and the Underwriters agree, severally and not jointly, to purchase from the Company, at
a purchase price of 95.703% of the principal amount thereof, the respective principal amounts of
Securities set forth opposite the names of the Underwriters in Schedule&nbsp;B hereto.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will cause to be delivered against payment of the purchase price by the
Underwriters the Securities in the form of one or more permanent Global Securities in definitive
form (&#147;<B>Global Securities</B>&#148;) deposited with the Trustee as custodian for The Depository Trust Company
(&#147;<B>DTC</B>&#148;) and registered in the name of Cede &#038; Co., as nominee for DTC. Interests in any permanent
Global Securities will be held only in book-entry form through DTC, except in the limited
circumstances described in the Prospectus. Payment for the Securities shall be made by the
Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the
Representatives drawn to the order of K. Hovnanian Enterprises, Inc. or as the Company specifies at
the office of Davis Polk &#038; Wardwell LLP at 10:00&nbsp;A.M., (New York time), on February&nbsp;14, 2011, or at
such other time not later than three full business days thereafter as the Representatives and the
Company determine, such time being herein referred to as the &#147;<B>Closing Date</B>,&#148; against delivery to
the Trustee as custodian for DTC of the Global Securities representing all of the Securities. The
Global Securities will be made available for checking at the above office of Davis Polk &#038; Wardwell
LLP at least 24 hours prior to the Closing Date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4. <I>Offering by Underwriters</I>. (a)&nbsp;It is understood that the several Underwriters propose to
offer the Securities for sale to the public as set forth in the Prospectus.
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Each Underwriter, severally and not jointly, represents and warrants to the Company
and the Guarantors that, in relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a &#147;<B>Relevant Member State</B>&#148;), with
effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the &#147;<B>Relevant Implementation Date</B>&#148;) it has not made and will not make
an offer of Securities to the public in that Relevant Member State prior to the publication
of a prospectus in relation to the Securities which has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant Member State, all in
accordance with the Prospectus Directive, except that it may, with effect from and
including the Relevant Implementation Date, make an offer of Securities to the public in
that Relevant Member State at any time: (A)&nbsp;to any legal entity which is a qualified
investor as defined in the Prospectus Directive; (B)&nbsp;to fewer than 100 or, if the Relevant
Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150,
natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior
consent of the Representatives for any such offer; or (C)&nbsp;in any other circumstances falling
within Article&nbsp;3(2) of the Prospectus Directive, <I>provided </I>that no such offer of Securities
shall require the Company or any Underwriter to publish a prospectus pursuant to Article&nbsp;3
of the Prospectus Directive. For the purposes of this provision, the expression an &#147;offer
of Securities to the public&#148; in relation to any Securities in any Relevant Member State
means the communication in any form and by any means of sufficient information on the terms
of the offer and the Securities to be offered so as to enable an investor to decide to
purchase or subscribe for the Securities, as the same may be varied in that Member State by
any measure implementing the Prospectus Directive in that Member State, the expression
&#147;Prospectus Directive&#148; means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">implemented in the Relevant Member State), and
includes any relevant implementing measure in the Relevant Member State and the expression
&#147;2010 PD Amending Directive&#148; means Directive 2010/73/EU.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Each Underwriter, severally and not jointly, represents and warrants to the Company
and the Guarantors that: (i)&nbsp;it has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or inducement to engage in
investment activity (within the meaning of Section&nbsp;21 of the FSMA) received by it in
connection with the issue or sale of the Securities in circumstances in which Section&nbsp;21(1)
of the FSMA does not apply to the Company or the Guarantors; and (ii)&nbsp;it has complied and
will comply with all applicable provisions of the FSMA with respect to anything done by it
in relation to the Securities in, from or otherwise involving the United Kingdom. For
purposes of this provision, &#147;FSMA&#148; means the Financial Services and Markets Act 2000.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5. <I>Certain Agreements of the Company and Hovnanian</I>. The Company and Hovnanian agree with the
several Underwriters that:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Hovnanian will file the Prospectus with the Commission pursuant to and in
accordance with subparagraph (2)&nbsp;of Rule 424(b) under the Act not later than the second
business day following the execution and delivery of this Agreement) (or, if applicable,
subparagraph (5)) and will file any Issuer Free Writing Prospectus pursuant to and in
accordance with Rule&nbsp;433 under the Act within the required time period. The Company or
Hovnanian will advise the Representatives promptly of any such filing pursuant to Rule
424(b) or 433 under the Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The Company or Hovnanian will advise the Representatives promptly of any proposal
to amend or supplement the Registration Statement, Time of Sale Information or the
Prospectus and will not effect such amendment or supplement without the Representatives&#146;
consent (such consent not to be unreasonably withheld); and the Company or Hovnanian will
also advise the Representatives promptly of the effectiveness of any amendment or supplement
of the Registration Statement, Time of Sale Information or the Prospectus and of the
institution by the Commission of any stop order proceedings in respect of the Registration
Statement, as it may be amended or supplemented, proceeding under Section&nbsp;8A of the Act, and
will use its reasonable best efforts to prevent the issuance of any such stop order or
objection and to obtain as soon as possible its lifting or withdrawal, if issued.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Before preparing, using, authorizing, approving, referring to or filing any Issuer
Free Writing Prospectus, and before filing any amendment or supplement to the Registration
Statement or the Prospectus, whether before or after the time that the Registration
Statement becomes effective, the Company will furnish to the Representatives and counsel for
the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or
supplement for review and will not prepare, use, authorize, approve, refer to or file any
such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to
which the Representatives reasonably object.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) If, at any time when a prospectus relating to the Securities is required to be (or
but for the exemption in Rule&nbsp;172 under the Act would be required to be) delivered under the
Act in connection with sales by any Underwriter or dealer, any event occurs as a result of
which the Time of Sale Information, Prospectus or any Free Writing Prospectus as then
amended or supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is necessary at any time
to amend the Time of Sale Information, Prospectus or any Free Writing Prospectus to comply
with the Act, the Company or Hovnanian will promptly notify the Representatives of such
event and will promptly prepare and file with the Commission, at the Company&#146;s or
Hovnanian&#146;s own expense, an amendment or supplement that will correct such statement or
omission or an amendment that will effect such compliance. Neither the Representatives&#146;
consent to, nor the Underwriters&#146; delivery of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section&nbsp;7 hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) As soon as practicable, but not later than the Availability Date (as defined
below), the Company will make generally available to its securityholders an earnings
statement (which need not be audited)
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">covering a period of at least 12&nbsp;months beginning
after the Effective Date that will satisfy the provisions of Section 11(a) of the Act. For
the purpose of the preceding sentence, &#147;<B>Availability Date</B>&#148; means the 40th day after the end
of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date,
except that, if such fourth fiscal quarter is the last quarter of the Hovnanian&#146;s fiscal
year, &#147;<B>Availability Date</B>&#148; means the 75th day after the end of such fourth fiscal quarter.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The Company or Hovnanian will furnish to the Representatives copies of the
Registration Statement (two of which will be signed and will include all exhibits), if
requested by the Representatives, each related Preliminary Prospectus, and, so long as a
prospectus relating to the Securities is required to be delivered under the Act in
connection with sales by any Underwriter or dealer, the Prospectus and all amendments and
supplements to such documents and each Free Writing Prospectus, in each case in such
quantities as the Representatives reasonably request. The Prospectus shall be so furnished
as soon as practicable but in no event later than the second business day following the
execution and delivery of this Agreement. All other documents shall be so furnished as soon
as available. The Company will pay the expenses of printing and distributing to the
Underwriters all such documents.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) The Company will cooperate with the Underwriters and counsel to the Underwriters in
connection with the qualification of the Securities for sale and the determination of their
eligibility for investment under the laws of such jurisdictions as the Representatives
designate and will continue such qualifications in effect so long as required for the
distribution; <I>provided, however, </I>that neither the Company nor any Guarantor shall
be required in connection therewith to qualify as a foreign corporation in any jurisdiction
in which it is not now so qualified or to take any action that would subject it to general
consent to service of process or taxation other than as to matters and transactions relating
to the Registration Statement and the Prospectus, in any jurisdiction in which it is not now
so subject.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) So long as any Securities remain outstanding, the Company or Hovnanian will furnish
to the Representatives and, upon request, to each of the other Underwriters, if any, as soon
as practicable after the end of each fiscal year, a copy of the annual report to
stockholders for such year; and so long as any Securities remain outstanding, the Company or
Hovnanian will furnish to the Representatives (i)&nbsp;during any period in which the Company and
the Guarantors are not subject to Section&nbsp;13 or 15(d) of the 1934 Act, as soon as
practicable, a copy of each report and any definitive proxy statement of Hovnanian filed
with the Commission under the 1934 Act or mailed to stockholders, and (ii)&nbsp;from time to
time, such other information concerning the Company or Hovnanian as the Representatives may
reasonably request.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The Company or Hovnanian will pay or cause to be paid all expenses incident to the
performance of the obligations of the Company and the Guarantors under this Agreement,
including any filing fees and other expenses (including fees and disbursements of counsel to
the Company and the Guarantors) incurred
in connection with qualification of the Securities for sale under the securities or blue sky
laws of the various states, any fees charged by investment rating agencies for the rating of
the Securities, any travel expenses of the Company&#146;s or any Guarantor&#146;s officers and
employees and any other expenses of the Company or the Guarantors in connection with
attending or hosting meetings with prospective purchasers of the Securities and expenses
incurred in distributing the Prospectus, any Free Writing Prospectus and any Time of Sale
Information (including any amendments and supplements thereto) to the Underwriters.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) During the period beginning on the date hereof and continuing to and including the
date 10&nbsp;days following the Closing Date, not to offer, sell, contract to sell or otherwise
transfer or dispose of any debt securities of the Company or any Guarantor or any warrants,
rights or options to purchase or otherwise acquire debt securities of the Company or any
Guarantor substantially similar to the Securities and the Guarantees (other than (A)&nbsp;the
Securities and the Guarantees, (B)&nbsp;debt facilities or commercial paper issued in the
ordinary course of business or (C)&nbsp;the issuance of tangible equity units (including the
amortizing notes) in the Units Offering as described in the Time of Sale Information and the
Prospectus, without the prior written consent of Credit Suisse Securities (USA)&nbsp;LLC.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) The Company will, pursuant to reasonable procedures developed in good faith, retain
copies of each Issuer Free Writing Prospectus that is not filed with the Commission in
accordance with Rule&nbsp;433 under the Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">6. <I>Certain Agreements of the Underwriters</I>. Each Underwriter hereby represents and agrees that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) It has not and will not use, authorize use of, refer to, or participate in the
planning for use of, any &#147;free writing prospectus&#148;, as defined in Rule&nbsp;405 under the Act
(which term includes use of any written information furnished to the Commission by the
Company and not incorporated by reference into the Registration Statement and any press
release issued by the Company) other than (i)&nbsp;a free writing prospectus that contains no
&#147;issuer information&#148; (as defined in Rule&nbsp;433(h)(2) under the Act) that was not included
(including through incorporation by reference) in the Preliminary Prospectus or a previously
filed Issuer Free Writing Prospectus, (ii)&nbsp;any Issuer Free Writing Prospectus listed on
Annex A or prepared pursuant to Section 2(e) or Section 5(d) above, or (iii)&nbsp;any free
writing prospectus prepared by such underwriter and approved by the Company in advance in
writing (each such free writing prospectus referred to in clauses (i)&nbsp;or (iii), an
&#147;Underwriter Free Writing Prospectus&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) It has not and will not distribute any Underwriter Free Writing Prospectus referred
to in clause (a)(i) in a manner reasonably designed to lead to its broad unrestricted
dissemination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) It has not and will not, without the prior written consent of the Company, use any
free writing prospectus that contains the final terms of the Securities unless such terms
have previously been included in a free writing prospectus filed with the Commission;
<I>provided </I>that Underwriters may use a term sheet substantially in the form of Annex B hereto
without the consent of the Company; <I>provided further </I>that any Underwriter using such term
sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior
to, or substantially concurrently with, the first use of such term sheet.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) It is not subject to any pending proceeding under Section&nbsp;8A of the Act with
respect to the offering (and will promptly notify the Company if any such proceeding against
it is initiated during the Prospectus Delivery Period).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7. <I>Conditions of the Obligations of the Underwriters</I>. The obligations of the several
Underwriters to purchase and pay for the Securities on the Closing Date will be subject to the
accuracy when made and on the Closing Date of the representations and warranties on the part of the
Company and Hovnanian herein, to the accuracy of the statements of the Company and Guarantor
officers made pursuant to the provisions hereof, to the performance by the Company and each
Guarantor in all material respects of its respective obligations hereunder and to the following
additional conditions precedent:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Representatives shall have received, on the date hereof and on the Closing
Date, a letter dated such date, in form and substance satisfactory to you, from each of
Deloitte &#038; Touche LLP and Ernst &#038; Young LLP, each an independent registered public
accounting firm with respect to Hovnanian, containing the information and statements of the
type ordinarily included in accountants&#146; &#147;comfort letters&#148; to underwriters with respect to
the financial statements and certain financial information contained in or incorporated by
reference into the Registration Statement, the Prospectus and the Time of Sale Information.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The Prospectus shall have been filed with the Commission in accordance with the
Rules and Regulations and Section 5(a) hereof. No stop order suspending the effectiveness
of the Registration Statement shall have been issued and no proceedings for that purpose or
pursuant to Section&nbsp;8A under the Act shall have been instituted or, to the knowledge of the
Company, Hovnanian or any Underwriter, shall be contemplated by the Commission.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Subsequent to the execution and delivery of this Agreement, there shall not have
occurred (i)&nbsp;any change, or any development or event involving a prospective change, in the
condition (financial or other), business, properties or results of operations of Hovnanian
and its subsidiaries taken as one enterprise that, in the reasonable judgment of a majority
in interest of the Underwriters including the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Representatives, is material and adverse and
makes it impractical or inadvisable to proceed with completion of the public offering or the
sale of and payment for the Securities; (ii)&nbsp;any downgrading in the rating of any debt
securities of Hovnanian or the Company by any &#147;nationally recognized statistical rating
organization&#148; (as defined in Section&nbsp;3(a)(62) of the 1934 Act), or any public announcement
that any such organization has under surveillance or review its rating of any debt
securities of Hovnanian or the Company (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible downgrading, of such
rating) or any announcement that Hovnanian or the Company has been placed on negative
outlook; (iii)&nbsp;any change in U.S. or international financial, political or economic
conditions or currency exchange rates or exchange controls as would, in the reasonable
judgment of a majority in interest of the Underwriters including the Representatives, be
likely to prejudice materially the success of the proposed issue, sale or distribution of
the Securities, whether in the primary market or in respect of dealings in the secondary
market; (iv)&nbsp;any material suspension or material limitation of trading in securities
generally on the New York Stock Exchange, or any setting of minimum prices for trading on
such exchange, or any suspension of trading of any securities of Hovnanian or the Company on
any exchange or in the over-the-counter market; (v)&nbsp;any banking moratorium declared by U.S.
Federal or New York authorities; (vi)&nbsp;any major disruption of settlements of securities or
clearance services in the United States if, in the reasonable judgment of a majority in
interest of the Underwriters including the Representatives, the effect of such disruption
makes it impractical or inadvisable to proceed with completion of the public offering or the
sale of and payment for the Securities; or (vii)&nbsp;any attack on, outbreak or escalation of
hostilities or act of terrorism involving, the United States, any declaration of war by
Congress or any other national or international calamity or emergency if, in the reasonable
judgment of a majority in interest of the Underwriters including the Representatives, the
effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with completion of the public offering or the
sale of and payment for the Securities.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) The Representatives shall have received an opinion of Peter S. Reinhart, Esq.,
Senior Vice President and General Counsel of the Company, dated the Closing Date,
substantially to the effect as set forth in Exhibit&nbsp;A.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) The Representatives shall have received an opinion and a negative assurance
statement, dated the Closing Date, of Simpson Thacher &#038; Bartlett LLP, counsel for the
Company, substantially to the effect as set forth in Exhibits B-1 and B-2, respectively.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The Representatives shall have received from Davis Polk &#038; Wardwell LLP, counsel for
the Underwriters, an opinion, dated the Closing Date, in form and substance reasonably
satisfactory to the Underwriters.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) The Representatives shall have received a certificate, dated the Closing Date and
signed by J. Larry Sorsby, in his capacity as Executive Vice President and Chief Financial
Officer of Hovnanian, (i)&nbsp;confirming the matters set forth in Sections&nbsp;2(aa),
2(bb) and 2(cc), (ii)&nbsp;confirming that all the representations and warranties of the Company,
Hovnanian and its subsidiaries herein contained are true and correct on the Closing Date
with the same force and effect as if made on and as of the Closing Date (iii)&nbsp;that, in all
material respects, the Company and Hovnanian have complied with all of the agreements and
satisfied all of the conditions herein contained and required to be complied with or
satisfied by the Company and Hovnanian on or prior to the Closing Date, (iv)&nbsp;to his
knowledge, no stop order suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose or pursuant to Section&nbsp;8A under the Act have been
instituted or are contemplated by the Commission.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) The Representatives shall have received a counterpart, conformed as executed, of
the Indenture which shall have been entered into by the Company, the Guarantors and the
Trustee.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Each of (A)&nbsp;the offering by Hovnanian of 11,750,000 shares of Class&nbsp;A common stock
in an underwritten public offering as described in the Preliminary Prospectus and (B)&nbsp;the
offering by Hovnanian and the Company of 3,000,000 7.25% tangible equity units, each with a
stated amount of $25, in an underwritten public offering as described in the Preliminary
Prospectus shall have been consummated.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company will furnish the Representatives with such conformed copies of such opinions,
certificates, letters and documents as the Representatives reasonably request. The Representatives
may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to
the obligations of the Underwriters hereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8. <I>Indemnification and Contribution</I>. (a)&nbsp;The Company and each of the Guarantors will jointly
and severally indemnify and hold harmless each Underwriter, its partners, directors and officers
and each person, if any, who controls any Underwriter within the meaning of Section&nbsp;15 of the Act,
against any losses, claims, damages or liabilities, joint or several, to which any Underwriter may
become subject, under the Act or the 1934 Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Time
of Sale Information, or arise out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary in order to make the
statements therein (in the case of the Prospectus, any Issuer Free Writing Prospectus or any Time
of Sale Information, in the light of the circumstances under which they were made) not misleading,
and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such loss, claim, damage, liability
or action as such expenses are incurred; <I>provided</I>, <I>however</I>, that the Company and the Guarantors
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 an untrue statement or alleged untrue statement in or omission or
alleged omission from any of such documents made in reliance upon and in conformity with written
information furnished to the Company or Hovnanian by any Underwriter through the Representatives
specifically for use therein, it being understood and agreed that the only such information
furnished by any Underwriter through the Representatives consists of the information described as
such in Section 8(b) hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Each Underwriter will severally and not jointly indemnify and hold harmless the Company,
each Guarantor, their respective directors and officers and each person, if any, who controls the
Company or any Guarantor within the meaning of Section&nbsp;15 of the Act, against any losses, claims,
damages or liabilities to which the Company or the Guarantors may become subject, under the Act or
the 1934 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement, the Prospectus, or any amendment or
supplement thereto, any Issuer Free Writing Prospectus or any Time of Sale Information, or arise
out of or are based upon the omission or the 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, any Issuer Free Writing
Prospectus or any Time of Sale Information, in the light of the circumstances under which they
were made) 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 furnished to the Company or Hovnanian by such Underwriter
through the Representatives specifically for use therein, and will reimburse any legal or other
expenses reasonably incurred by the Company in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are incurred, it being understood and
agreed that the only such information furnished by any Underwriter through the Representatives
consists of the following information in the Prospectus: the third paragraph, the second and third
sentences of the fifth paragraph, the ninth paragraph and the tenth paragraph under the caption
&#147;Underwriting&#148;; <I>provided, however</I>, that the Underwriters shall not be liable for any losses,
claims, damages or liabilities arising out of or based upon the Company&#146;s or Hovnanian&#146;s failure to
perform its obligations under Section 5(f) of this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Promptly after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under Section 8(a) or 8(b) hereof, notify the indemnifying
party of the commencement thereof; but the failure to notify the indemnifying party shall not
relieve it from any liability that it may have under Section 8(a) or 8(b) hereof except to the
extent that it has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and <I>provided further </I>that the failure to notify the indemnifying party
shall not relieve it from any liability that it may have to an indemnified party otherwise than
under Section 8(a) or 8(b) hereof. 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
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">other
indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to
such indemnified party (who shall not, except with the consent of the indemnified party, be counsel
to the indemnifying party), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section, for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been sought hereunder by
such indemnified party unless such settlement (i)&nbsp;includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter of such action and
(ii)&nbsp;does not include a statement as to, or an admission of, fault, culpability or a failure to act
by or on behalf of any indemnified party.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If the indemnification provided for in this Section&nbsp;8 is unavailable or insufficient to
hold harmless an indemnified party under Section 8(a) or 8(b) hereof, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in Section 8(a) or 8(b) hereof (i)&nbsp;in such proportion as
is appropriate to reflect the relative benefits received by the Company and the Guarantors on the
one hand and the Underwriters on the other from the offering of the Securities or (ii)&nbsp;if the
allocation provided by clause (i)&nbsp;above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause (i)&nbsp;above but also
the relative fault of the Company and the Guarantors on the one hand and the Underwriters on the
other in connection with the statements or omissions that resulted in such losses, claims, damages
or liabilities as well as any other relevant equitable considerations. The relative benefits
received by the Company and the Guarantors on the one hand and the Underwriters on the other shall
be deemed to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company and the Guarantors bear to the total underwriting
discounts and commissions received by the Underwriters from the Company under this Agreement. The
relative fault shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company and the Guarantors or the Underwriters and the
parties&#146; relative intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of this Section 8(d) shall
be deemed to include any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any action or claim that is the subject of this Section
8(d). Notwithstanding the provisions of this Section&nbsp;8(d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at
which the Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages that such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
The Underwriters&#146; obligations in this Section 8(d) to contribute are several in proportion to their
respective underwriting obligations and not joint.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The obligations of the Company and the Guarantors under this Section&nbsp;8 shall be in
addition to any liability that the Company and the Guarantors may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section&nbsp;8 shall be in
addition to any liability that the respective Underwriters may otherwise have and shall extend,
upon the same terms and conditions, to each director and officer of the Company and each Guarantor
and to each person, if any, who controls the Company or any Guarantor within the meaning of the Act
or the 1934 Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9. <I>Default of Underwriters</I>. If any Underwriter or Underwriters default(s) in its or their
obligations to purchase Securities hereunder on the Closing Date and the aggregate principal amount
of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does
not exceed 10% of the aggregate principal amount of Securities that the Underwriters are obligated
to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the
Company for the purchase of such Securities by other persons, including any of the Underwriters,
but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be
obligated severally, in proportion to their respective commitments hereunder, to purchase the
Securities that such defaulting Underwriter or Underwriters agreed but failed to
</DIV>





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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">purchase on the
Closing Date. If any Underwriter or Underwriters so default(s) and the aggregate principal amount
of Securities with respect to which such default or defaults occur(s) exceeds 10% of the aggregate
principal amount of Securities that the Underwriters are obligated to purchase on the Closing Date
and arrangements satisfactory to the Representatives, the Company and Hovnanian for the purchase of
such Securities by other persons are not made within 48 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Underwriter, the Company and
Hovnanian, except as provided in Section&nbsp;10 hereof. As used in this Agreement, the term
&#147;Underwriter&#148; includes any person substituted for an Underwriter under this Section. Nothing herein
will relieve a defaulting Underwriter from liability for its default.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10. <I>Survival of Certain Representations and Obligations</I>. The respective
indemnities, contribution agreements, representations, warranties and other statements of the
Company, Hovnanian and the several Underwriters set forth in or made pursuant to this Agreement
shall remain operative and in full force and effect, and will survive delivery of and payment for
the Securities, regardless of (i)&nbsp;any investigation, or statement as to the results thereof, made
by or on behalf of any Underwriter, the officers or directors of any Underwriter, any person
controlling any Underwriter, the Company or Hovnanian, the officers or directors of the Company or
Hovnanian or any person controlling the Company or Hovnanian, (ii)&nbsp;acceptance of and payment for
the Securities hereunder and (iii)&nbsp;termination of this Agreement. If for any reason the Securities
are not delivered by or on behalf of the Company as provided herein (other than as a result of any
termination of this Agreement pursuant to Section&nbsp;7(c)(iii), (iv) (only to the extent there is a
material suspension or material limitation of trading of securities generally on the New York Stock
Exchange or any setting of minimum prices for trading on such exchange), (v), (iv)&nbsp;or (vii)), the
Company and Hovnanian, jointly and severally, agree to reimburse the several Underwriters for all
out-of-pocket expenses (including the fees and disbursements of counsel) incurred by them.
Notwithstanding any termination of this Agreement, the Company and Hovnanian, jointly and
severally, shall be liable for all expenses which they have agreed to pay pursuant to Section 5(i)
hereof. The Company and Hovnanian, jointly and severally, also agree to reimburse the several
Underwriters, their directors and officers and any persons controlling any of the Underwriters for
any and all fees and expenses (including, without limitation, the fees disbursements of counsel)
incurred by them in connection with enforcing their rights hereunder (including, without
limitation, their rights under Section&nbsp;8 hereof).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11. <I>Arm&#146;s Length Relationship; No Fiduciary Duty</I>. The Company acknowledges and agrees that
the Representatives are acting solely in the capacity of arm&#146;s length contractual counterparties to
the Company with
respect to the Securities (including in connection with determining the terms of the offering
contemplated by this Agreement) and not as a financial advisor, agent or fiduciary to the Company
or any other person. Additionally, the Representatives are not advising the Company or any other
person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The
Company shall consult with its own advisors concerning such matters and shall be responsible for
making their own independent investigation and appraisal of the transactions contemplated by this
Agreement, and the Representatives shall have no responsibility or liability to the Company with
respect thereto. Any review by the Representatives of the Company, the transactions contemplated by
this Agreement or other matters relating to such transactions will be performed solely for the
benefit of the Representatives and shall not be on behalf of the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12. <I>Notices</I>. All communications hereunder will be in writing and, if sent to the Underwriters,
will be mailed, delivered or telegraphed and confirmed to the Representatives c/o Credit Suisse
Securities (USA)&nbsp;LLC, Eleven Madison Avenue, New York, New York 10010-3629, fax no. 212-325-8278
and confirmation number 212-538-0661, Attention: Transactions Advisory Group, or, if sent to the
Company or any Guarantor, will be mailed, delivered or telegraphed and confirmed to Hovnanian
Enterprises, Inc., 110 West Front Street, P.O. Box 500, Red Bank, New Jersey 07701, fax no.
732-747-6835 and confirmation number 732-747-7800, Attention: General Counsel; <I>provided, however</I>,
that any notice to an Underwriter pursuant to Section&nbsp;8 hereof will be mailed, delivered or
telegraphed and confirmed to such Underwriter as set forth in Exhibit&nbsp;C.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13. <I>Successors</I>. This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the officers and directors and controlling persons
referred to in Section&nbsp;8 hereof, and no other person will have any right or obligation hereunder.
</DIV>





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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<I>Representation of Underwriters</I>. The Representatives will act for the several Underwriters
in connection with this financing, and any action under this Agreement taken by the Representatives
will be binding upon all the Underwriters.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<I>Counterparts</I>. This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all such counterparts shall together constitute one and the
same Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.&nbsp;</B><B><I>Applicable Law</I></B><B>. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York.</B>
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the foregoing is in accordance with the Representatives&#146; understanding of our agreement,
kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a
binding agreement between the Company, Hovnanian, the other Guarantors and the several Underwriters
in accordance with its terms.
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Very truly yours,<BR>

&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">K. HOVNANIAN ENTERPRISES, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>

<TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/
Peter S. Reinhart</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" colspan="2">Name: Peter S. Reinhart</TD>

    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" colspan="2">Title: Senior Vice President and
General Counsel</TD>

    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">HOVNANIAN ENTERPRISES, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>    <TD valign="top">By&nbsp;&nbsp;</TD>

<TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/
Peter S. Reinhart</TD>
    <TD>&nbsp;</TD>

    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>    <TD valign="top" colspan="2">Name: Peter S.
Reinhart</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
       <TD valign="top" colspan="2">Title: Senior Vice President and
General Counsel</TD>
 <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">On behalf of each entity named in<BR>
Schedule&nbsp;A hereto<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>    <TD valign="top">By&nbsp;&nbsp;</TD>

<TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/
Peter S. Reinhart</TD>
    <TD>&nbsp;</TD>

    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>    <TD valign="top" colspan="2">Name: Peter S.
Reinhart</td>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
       <TD valign="top" colspan="2">Title: Senior Vice President and
General Counsel</TD>
 <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The foregoing Underwriting Agreement is hereby
confirmed and accepted as of the date first above
written.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">CREDIT SUISSE SECURITIES (USA)&nbsp;LLC<BR>
CITIGROUP GLOBAL MARKETS INC.<BR>
DEUTSCHE BANK SECURITIES INC.<BR>
J.P. MORGAN SECURITIES LLC

</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="0%"></TD>
    <TD width="1%"></TD>
    <TD width="1%"></TD>
    <TD width="35%"></TD>
    <TD width="63%"></TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">
<BR>
<BR>
By: CREDIT SUISSE SECURITIES (USA)&nbsp;LLC<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>

<TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/
Eric Anderson</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Eric Anderson</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Vice Chairman</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">By: CITIGROUP GLOBAL MARKETS INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Dano Lewis</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Dano Lewis</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Director</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">By: DEUTSCHE BANK SECURITIES INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Thomas Bradshaw</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Thomas Bradshaw</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Managing Director</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">By: J.P. MORGAN SECURITIES LLC<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Kenneth A. Lang</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Kenneth A. Lang</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Managing Director</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SCHEDULE B</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Principal</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Amount of</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Underwriter</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Securities</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Credit Suisse Securities (USA)&nbsp;LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">46,500,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Citigroup Global Markets Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38,750,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Deutsche Bank Securities Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38,750,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">J.P. Morgan Securities LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">31,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Total</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left">$</TD>
    <TD align="right">155,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
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</TABLE>
</DIV>



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<TYPE>EX-1.3
<SEQUENCE>3
<FILENAME>y89598exv1w3.htm
<DESCRIPTION>EX-1.3
<TEXT>
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;1.3</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>11,750,000 Shares</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>HOVNANIAN ENTERPRISES, INC.</B>
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Class&nbsp;A Common Stock</B>
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U><B>UNDERWRITING AGREEMENT</B></U>
</DIV>

<DIV align="right" style="font-size: 10pt; margin-top: 12pt">February&nbsp;3, 2011
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">J.P. MORGAN SECURITIES LLC<BR>
CREDIT SUISSE SECURITIES (USA)&nbsp;LLC<BR>
MERRILL LYNCH, PIERCE, FENNER &#038; SMITH INCORPORATED<BR>
CITIGROUP GLOBAL MARKETS INC.<BR>
As Representatives of the Several Underwriters,

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">c/o J.P. MORGAN SECURITIES LLC<BR>
383 Madison Avenue<BR>
New York, New York 10179

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Ladies and Gentlemen:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<I>Introductory</I>. Hovnanian Enterprises, Inc., a Delaware corporation (the &#147;<B>Company</B>&#148;), proposes
to issue and sell to the several Underwriters named in Schedule&nbsp;A hereto (the &#147;<B>Underwriters</B>&#148;)
11,750,000 shares (&#147;<B>Underwritten Securities</B>&#148;) of its Class&nbsp;A Common Stock, $0.01 par value per
share (&#147;<B>Common Stock</B>&#148;), and also proposes to issue and sell to the Underwriters, at the option of
the Underwriters, an aggregate of not more than 1,762,500 additional shares (&#147;<B>Optional Securities</B>&#148;)
of its Common Stock as set forth below. The Underwritten Securities and the Optional Securities
are herein collectively called the &#147;<B>Securities</B>&#148;.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<I>Representations and Warranties of the Company</I>. The Company represents and warrants to, and
agrees with the several Underwriters that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) A registration statement on Form S-3 (File No.&nbsp;333-171349) relating to the
Securities, including a base prospectus dated January&nbsp;28, 2011 (the &#147;<B>Base Prospectus</B>&#148;), has
been filed with the Securities and Exchange Commission (the &#147;<B>Commission</B>&#148;) under the
Securities Act of 1933, as amended (the &#147;<B>Act</B>&#148;) and has been declared effective under the
Act. For purposes of this agreement (the &#147;<B>Agreement</B>&#148;), &#147;<B>Effective Date</B>&#148; means the &#147;effective
date of the registration statement&#148; (within the meaning of Rule 158(c) under the Act) of the
Registration Statement or the most recent post-effective amendment thereto (if any) filed
prior to the execution and delivery of this Agreement. Such registration statement, as
amended at the Effective Date, including the information, if any, deemed pursuant to Rule
430B under the Act to be part of the registration statement at the time of its effectiveness
(&#147;<B>Rule&nbsp;430 Information</B>&#148;), is hereinafter referred to as the &#147;<B>Registration Statement</B>.&#148; The
term &#147;<B>Preliminary Prospectus</B>&#148; means each preliminary prospectus supplement to the Base
Prospectus which is used prior to the filing of the Prospectus (as defined below), together
with the Base Prospectus, and the term &#147;<B>Prospectus</B>&#148; means the prospectus supplement in the
form first used (or made available upon request of purchasers pursuant to Rule&nbsp;173 under the
Act) in connection with confirmation of sales of the Securities, together with the Base
Prospectus. Any reference in this Agreement to the Registration Statement, the Base
Prospectus, any Preliminary Prospectus or the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Prospectus shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item&nbsp;12 of Form S-3 under the Act, as of the effective date of the
Registration Statement or the date of such Base Prospectus, Preliminary Prospectus or the
Prospectus, as the case may be and any reference to &#147;<B>amend</B>&#148;, &#147;<B>amendment</B>&#148; or &#147;<B>supplement</B>&#148;
with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include any documents filed after such
date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder (collectively, the &#147;<B>1934 Act</B>&#148;) that are deemed to be incorporated
by reference therein. As of the Effective Date, the Company was eligible to use Form S-3
under the Act. No stop order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose or pursuant to Section&nbsp;8A of the
Act against the Company or related to the offering shall have been instituted or, to the
knowledge of the Company, shall be contemplated by the Commission.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) At or prior to 8:00 A.M. on February&nbsp;4, 2011 (the &#147;<B>Time of Sale</B>&#148;), the Company had
prepared the following information (collectively, the &#147;<B>Time of Sale Information</B>&#148;): a
Preliminary Prospectus dated January&nbsp;31, 2011 and each &#147;free-writing prospectus&#148; (as defined
pursuant to Rule&nbsp;405 under the Act) listed on Schedule&nbsp;B hereto.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The Time of Sale Information, when taken together as a whole, at the Time of Sale
did not, and at the Closing Date will not, contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; <I>provided </I>that the
Company makes no representation and warranty with respect to any statements or omissions
made in reliance upon and in conformity with information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the Representatives
expressly for use in such Time of Sale Information.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Other than the Preliminary Prospectus and the Prospectus, the Company (including
its agents and representatives, other than the Underwriters in their capacity as such) has
not made, used, prepared, authorized, approved or referred to and will not prepare, make,
use, authorize, approve or refer to any &#147;<B>written communication</B>&#148; (as defined in Rule&nbsp;405
under the Act) that constitutes an offer to sell or solicitation of an offer to buy the
Securities (each such communication by the Company or its agents and representatives (other
than a communication referred to in clause (i)&nbsp;below) an &#147;<B>Issuer Free Writing Prospectus</B>&#148;)
other than (i)&nbsp;any document not constituting a prospectus pursuant to Section&nbsp;2(a)(10)(a) of
the Act or Rule&nbsp;134 under the Act or (ii)&nbsp;the documents listed on Schedule&nbsp;B hereto, each
electronic road show and any other written communications approved in writing in advance by
the Representatives. Each such Issuer Free Writing Prospectus complied in all material
respects with the Act, has been filed in accordance with the Act (to the extent required
thereby) and, when taken together with the Time of Sale Information accompanying, or
delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and at the
Closing Date will not, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; <I>provided </I>that the Company makes no
representation and warranty with respect to any statements or omissions made in each such
Issuer Free Writing Prospectus in reliance upon and in conformity with information relating
to any Underwriter furnished to the Company in writing by such Underwriter through the
Representatives expressly for use in any Issuer Free Writing Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) (i)&nbsp;On the Effective Date, the Registration Statement conformed in all material
respects to the requirements of the Act and the rules and regulations of the Commission
under the Act (&#147;<B>Rules and Regulations</B>&#148;) and did not include 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 (ii)&nbsp;on the date of this Agreement, the
Registration Statement conforms, and at the time of filing of the Prospectus pursuant to
Rule 424(b) under the Act, the Registration Statement and the Prospectus will conform, in
all material respects to the requirements of the Act and the Rules and Regulations, and
neither of such documents includes, or will include, any untrue statement of a material fact
or omits, or will omit, to state any material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading except that the foregoing
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">does not apply to statements in or omissions from the Registration Statement or the Prospectus
based upon written information furnished to the Company by any Underwriter through the
Representatives, if any, specifically for use therein, it being understood and agreed that
the only such information is that described as such in Section 8(b) hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The documents incorporated by reference in the Time of Sale Information and the
Prospectus, at the time they were or hereafter are filed with the Commission and except as
otherwise subsequently disclosed therein, complied and will comply in all material respects
with the requirements of the 1934 Act and, when read together and with the other information
in the Time of Sale Information and the Prospectus, did not and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances
under which they were or are made, not misleading.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) Each of the Company and its subsidiaries has been duly incorporated or formed, as
the case may be, is validly existing as a corporation, limited liability company or limited
partnership, as the case may be, in good standing under the laws of its jurisdiction of
incorporation or organization and has the corporate power, or its equivalent in the case of
a limited partnership or limited liability company, and authority to carry on its business
as described in the Time of Sale Information and the Prospectus and to own, lease and
operate its properties, and each is duly qualified and is in good standing as a foreign
corporation, limited liability company or limited partnership, as the case may be,
authorized to do business in each jurisdiction in which the nature of its business or its
ownership or leasing of property requires such qualification, except where the failure to be
so qualified would not have a material adverse effect on the business, prospects, financial
condition or results of operations of the Company and its subsidiaries, taken as a whole (a
&#147;<B>Material Adverse Effect</B>&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) As of the date hereof, $50.0&nbsp;million of Underwritten Securities and $57.5&nbsp;million
of Optional Securities have been duly authorized and all other outstanding shares of capital
stock of the Company have been duly authorized; the authorized equity capitalization of the
Company is as set forth in the Time of Sale Information; all outstanding shares of capital
stock of the Company are, and, when the Securities have been delivered and paid for in
accordance with this Agreement on each of the Closing Date and any other settlement date for
the Optional Securities, such Securities will have been, validly issued, fully paid and
nonassessable, will conform to the description of such Securities contained in the Time of
Sale Information and the Prospectus; and the stockholders of the Company have no preemptive
rights (except, for the avoidance of doubt, pursuant to the Rights Plan of the Company, as
described in the Time of Sale Information) with respect to the Securities.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) All of the outstanding shares of capital stock of each of the Company&#146;s direct and
indirect subsidiaries have been duly authorized and validly issued and are fully paid and
non-assessable, and are owned by the Company, directly or indirectly through one or more
subsidiaries, free and clear of any security interest, claim, lien, encumbrance or adverse
interest of any nature (each, a &#147;<B>Lien</B>&#148;) other than Liens securing obligations under (A)
Hovnanian&#146;s (as defined below) 10<SUP style="FONT-size: 85%; vertical-align: text-top">5</SUP>/<SUB style="FONT-size: 85%; vertical-align: text-bottom">8</SUB>% Senior Secured Notes due 2016
issued pursuant to the indenture, dated as of October&nbsp;20, 2009, by and among the Company,
Hovnanian, the other guarantors named therein and Wilmington Trust Company, as trustee, (B)
Hovnanian&#146;s 11<FONT style="FONT-size: 70%"><SUP>1</SUP></FONT>/<FONT style="FONT-size: 60%">2</FONT>% Senior Secured Notes due 2013 issued pursuant to the indenture, dated as of
May&nbsp;27, 2008, by and among the Company, Hovnanian, the other guarantors named therein and
Wilmington Trust Company (as successor to Deutsche Bank Trust Company), as trustee, (C)
Hovnanian&#146;s 18% Senior Secured Notes due 2017 issued pursuant to the indenture, dated as of
December&nbsp;3, 2008, by and among the Company, Hovnanian, the other guarantors named therein
and Wilmington Trust Company, as trustee and (D) &#147;Permitted Liens&#148; as defined in such
aforementioned indentures.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) This Agreement has been duly authorized, executed and delivered by the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) None of the Company or any of its direct or indirect subsidiaries is in violation
of its respective charter or by-laws or applicable organizational documents, as the case may
be, or in default in the performance of any obligation, agreement, covenant or condition
contained in any indenture, loan
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">agreement, mortgage, lease or other agreement or instrument that is material to the Company
and its subsidiaries, taken as a whole, to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries or their respective property is
bound.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) The execution, delivery and performance of this Agreement, compliance by the
Company with all provisions hereof and the consummation of the transactions contemplated
hereby and thereby will not (i)&nbsp;require any consent, approval, authorization or other order
of, or qualification with, any court or governmental body or agency (except such consents as
have been obtained under the Act and except as may be required under securities or Blue Sky
laws of the various states), (ii)&nbsp;conflict with or constitute a breach of any of the terms
or provisions of, or a default under, the charter, by-laws or applicable organizational
documents of the Company or any indenture, loan agreement, mortgage, lease or other
agreement or instrument that is material to the Company and its subsidiaries, taken as a
whole, to which the Company or any of its subsidiaries is a party or by which the Company or
any of its subsidiaries or their respective property is bound, (iii)&nbsp;violate or conflict
with any applicable law or any rule, regulation, judgment, order or decree of any court or
any governmental body or agency having jurisdiction over the Company or any of its
subsidiaries or their respective property, (iv)&nbsp;result in the imposition or creation of (or
the obligation to create or impose) a Lien under, any agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries or their respective property is bound, or (v)&nbsp;result in the termination,
suspension or revocation of any Authorization (as defined below) of the Company or any of
its subsidiaries or result in any other impairment of the rights of the holder of any such
Authorization.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) Except as disclosed in the Time of Sale Information and the Prospectus, there are
no legal or governmental proceedings pending or threatened to which the Company or any of
its subsidiaries is or could be a party or to which any of their respective property is or
could be subject, which might result, singly or in the aggregate, in a Material Adverse
Effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) Except as disclosed in the Time of Sale Information and the Prospectus, neither the
Company nor any of its subsidiaries has violated (i)&nbsp;any foreign, federal, state or local
law or regulation relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants (&#147;<B>Environmental Laws</B>&#148;),
(ii)&nbsp;any provisions of the Employee Retirement Income Security Act of 1974, as amended
(&#147;<B>ERISA</B>&#148;), or (iii)&nbsp;any provisions of the Foreign Corrupt Practices Act or the rules and
regulations promulgated thereunder, except with respect to (i)&nbsp;and (ii), for such violations
which, singly or in the aggregate, would not have a Material Adverse Effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) The Company and each of its subsidiaries maintains insurance covering their
properties, assets, operations, personnel and businesses, and, in the good faith estimate of
management, such insurance is of such type and in such amounts as is in accordance with
customary industry practice in the locations where the Company and each subsidiary conduct
operations, taking into account the costs and availability of such insurance.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p) The Company and its officers and directors, in their capacities as such, are in
compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002
and the rules and regulations promulgated thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q) The Company has not taken, directly or indirectly, any action designed to or that
has constituted or that might reasonably be expected to cause or result in, under the 1934
Act or otherwise, stabilization or manipulation of the price of the Common Stock or any
&#147;reference security&#148; of the Company (as defined in Rule&nbsp;100 under the Act) to facilitate the
sale or resale of the Securities in connection with the offering contemplated hereby.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r) Except as disclosed in the Time of Sale Information and the Prospectus, each of the
Company and its subsidiaries has such permits, licenses, consents, exemptions, franchises,
authorizations and other approvals (each, an &#147;<B>Authorization</B>&#148;) of, and has made all filings
with and notices to, all governmental or regulatory authorities and self-regulatory
organizations and all courts and other tribunals, including without
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">limitation, under any applicable Environmental Laws, as are necessary to own, lease, license
and operate its respective properties and to conduct its business, except where the failure
to have any such Authorization or to make any such filing or notice would not, singly or in
the aggregate, have a Material Adverse Effect. Each such Authorization is valid and in full
force and effect and each of the Company and its subsidiaries is in compliance with all the
terms and conditions thereof and with the rules and regulations of the authorities and
governing bodies having jurisdiction with respect thereto; and no event has occurred
(including, without limitation, the receipt of any notice from any authority or governing
body) which allows or, after notice or lapse of time or both, would allow, revocation,
suspension or termination of any such Authorization or results or, after notice or lapse of
time or both, would result in any other impairment of the rights of the holder of any such
Authorization; except where such failure to be valid and in full force and effect or to be
in compliance, the occurrence of any such event or the presence of any such restriction
would not, singly or in the aggregate, have a Material Adverse Effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s) Each of Deloitte &#038; Touche LLP and Ernst &#038; Young LLP, each of which has certified
financial statements incorporated by reference in the Time of Sale Information and the
Prospectus, is an independent registered public accounting firm with respect to the Company
as required by the Act and the 1934 Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t) The historical financial statements of the Company on Form 10-K/A, together with
related notes, incorporated by reference in the Prospectus, Time of Sale Information and the
Registration Statement (and any amendment or supplement thereto) present fairly the
consolidated financial position, results of operations and changes in financial position of
the Company and its subsidiaries on the basis stated in the documents incorporated by
reference in the Prospectus, Time of Sale Information and the Registration Statement at the
respective dates or for the respective periods to which they apply; such statements and
related notes have been prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as disclosed therein; and the
other financial and statistical information and data set forth or incorporated by reference
in the Prospectus, Time of Sale Information and Registration Statement (and any amendment or
supplement thereto) are, in all material respects, accurately presented and prepared on a
basis consistent with such financial statements and the books and records of the Company;
and the historical financial statements, together with related notes incorporated by
reference in the Prospectus, Time of Sale Information and Registration Statement (and any
amendment or supplement thereto) meet the requirements of the Rules and Regulations and the
1934 Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u) The Company is not and, after giving effect to the offering and sale of the
Securities and the application of the net proceeds thereof as described in the Time of Sale
Information and the Prospectus, will not be, an &#147;investment company,&#148; as such term is
defined in the Investment Company Act of 1940, as amended.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) No &#147;nationally recognized statistical rating organization&#148; as such term is defined
under Section&nbsp;3(a)(62) under the 1934 Act has indicated to the Company that it is
considering (i)&nbsp;the downgrading, suspension, or withdrawal of, or any review for a possible
change that does not indicate the direction of the possible change in, any rating so
assigned or (ii)&nbsp;any change in the outlook (other than a positive change) for any rating of
the Company or any securities of the Company or K. Hovnanian Enterprises, Inc., a California
corporation (&#147;<B>Hovnanian</B>&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w) No debt of any subsidiary of the Company (other than Hovnanian) is rated by a
nationally recognized statistical organization.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x) Since the respective dates as of which information is given in the Prospectus and
Time of Sale Information except as disclosed in the Prospectus and Time of Sale Information
(exclusive of any amendments or supplements thereto subsequent to the date of this
Agreement), (i)&nbsp;there has not occurred any material adverse change or any development
involving a prospective material adverse change in the condition, financial or otherwise, or
the earnings, business, management or operations of the Company and its subsidiaries, taken
as a whole, (ii)&nbsp;there has not been any material adverse change or any development involving
a prospective material adverse change in the capital stock or in the long-term debt of the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Company or any of its subsidiaries, and (iii)&nbsp;neither the Company nor any of its
subsidiaries has incurred any material liability or obligation, direct or contingent.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(y) The Company is not an ineligible issuer, as defined under the Act, at the times
specified in the Act in connection with the offering of the Securities. The Company has
paid the registration fee for this offering as required under the Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(z) The Company maintains a system of &#147;internal control over financial reporting&#148; (as
such term is defined in Rule&nbsp;13a-15(f) under the 1934 Act) that complies with the
requirements of the 1934 Act and has been designed by the Company&#146;s principal executive
officer and principal financial officer, or under their supervision, to provide reasonable
assurance regarding the reliability of the financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles; and the Company&#146;s internal control over financial reporting is effective in all
material respects to perform the functions for which it was established and the Company is
not aware of any material weaknesses in its internal control over financial reporting.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(aa) The Company maintains &#147;disclosure controls and procedures&#148; (as such term is
defined in Rule&nbsp;13a-15(e) under the 1934 Act); such disclosure controls and procedures are
effective in all material respects to perform the functions for which they were established.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Any certificate signed by any officer of the Company and delivered to the Representatives or
counsel for the Underwriters pursuant to the last sentence of Section 3(d) or Section&nbsp;7 of
this Agreement shall be deemed a representation and warranty by the Company, as to matters
covered thereby, to each Underwriter.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<I>Purchase, Sale and Delivery of the Securities</I>. (a)&nbsp;On the basis of the representations,
warranties and agreements herein contained, but subject to the terms and conditions herein set
forth, the Company agrees to sell to the Underwriters the Underwritten Securities and the
Underwriters agree, severally and not jointly, to purchase from the Company, the respective number
of Underwritten Securities set forth opposite such Underwriter&#146;s name in Schedule&nbsp;A hereto at a
purchase price of $4.085 per share.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Subject to the terms and conditions and in reliance upon the representations and
warranties herein set forth, the Company hereby grants an option to the several Underwriters to
purchase, severally and not jointly, up to 1,762,500 shares of Optional Securities at the same
purchase price per share as the Underwriters shall pay for the Underwritten Securities. Said
option may be exercised in whole or in part at any time on or before the 30th day after the date of
the Prospectus upon written or telegraphic notice by the Representatives to the Company setting
forth the number of Optional Securities as to which the several Underwriters are exercising the
option and the settlement date. The number of Optional Securities to be purchased by each
Underwriter shall be the same percentage of the total number of Optional Securities to be purchased
by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities,
subject to such adjustments as you in your absolute discretion shall make to eliminate any
fractional shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Delivery of and payment for the Underwritten Securities and the Optional Securities (if
the option provided for in Section 3(b) hereof shall have been exercised on or before 4:30 P.M. on
the third business day immediately preceding the Closing Date) shall be made on February&nbsp;9, 2011 at
10:00&nbsp;A.M. or at such time on such later date not more than three business days after the foregoing
date as the Representatives shall designate, which date and time may be postponed by agreement
between the Representatives and the Company or as provided in Section&nbsp;9 hereof (such date and time
of delivery and payment for the Securities being herein called the &#147;<B>Closing Date</B>&#148;). Delivery of
the Securities shall be made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the Representatives of the
purchase price thereof to or upon the order of the Company by wire transfer payable in same-day
funds to an account specified by the Company. Delivery of the Underwritten Securities and the
Optional Securities shall be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If the option provided for in Section 3(b) hereof is exercised after 4:30 P.M. on the
third business day immediately preceding the Closing Date, the Company will deliver the Optional
Securities (at the expense of the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Company) to the Representatives, at the offices of Davis Polk &#038; Wardwell LLP, on the date specified
by the Representatives (which shall be within three Business Days after exercise of said option,
unless said option is exercised after 4:30 P.M. in which case such date shall be within four
business days of said option) for the respective accounts of the several Underwriters, against
payment by the several Underwriters through the Representatives of the purchase price thereof to or
upon the order of the Company by wire transfer payable in same-day funds to an account specified by
the Company. If settlement for the Optional Securities occurs after the Closing Date, the Company
will deliver to the Representatives on the settlement date for the Optional Securities, and the
obligation of the Underwriters to purchase the Optional Securities shall be conditioned upon
receipt of, supplemental opinions, certificates and letters confirming as of such date the
opinions, certificates and letters delivered on the Closing Date pursuant to Section&nbsp;7 hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<I>Offering by Underwriters</I>. (a)&nbsp;It is understood that the several Underwriters propose to
offer the Securities for sale to the public as set forth in the Prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<I>Certain Agreements of the Company</I>. The Company agrees with the several Underwriters that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Company will file the Prospectus with the Commission pursuant to and in
accordance with subparagraph (2)&nbsp;of Rule 424(b) under the Act not later than the second
business day following the execution and delivery of this Agreement) (or, if applicable,
subparagraph (5)) and will file any Free Writing Prospectus pursuant to and in accordance
with Rule&nbsp;433 under the Act within the required time period. The Company will advise the
Representatives promptly of any such filing pursuant to Rule 424(b) or Rule&nbsp;433 under the
Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The Company will advise the Representatives promptly of any proposal to amend or
supplement the Registration Statement, Time of Sale Information or the Prospectus and will
not effect such amendment or supplement without the Representatives&#146; consent (such consent
not to be unreasonably withheld); and the Company will also advise the Representatives
promptly of the effectiveness of any amendment or supplement of the Registration Statement,
Time of Sale Information or the Prospectus and of the institution by the Commission of any
stop order proceedings in respect of the Registration Statement, as it may be amended or
supplemented, proceeding under Section&nbsp;8A of the Act, and will use its reasonable best
efforts to prevent the issuance of any such stop order or objection and to obtain as soon as
possible its lifting or withdrawal, if issued.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Before preparing, using, authorizing, approving, referring to or filing any Issuer
Free Writing Prospectus, and before filing any amendment or supplement to the Registration
Statement or the Prospectus, whether before or after the time that the Registration
Statement becomes effective, the Company will furnish to the Representatives and counsel for
the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or
supplement for review and will not prepare, use, authorize, approve, refer to or file any
such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to
which the Representatives reasonably object.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) If, at any time when a prospectus relating to the Securities is required to be (or
but for the exemption in Rule&nbsp;172 under the Act would be required to be) delivered under the
Act in connection with sales by any Underwriter or dealer, any event occurs as a result of
which the Time of Sale Information, Prospectus or any Free Writing Prospectus as then
amended or supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is necessary at any time
to amend the Time of Sale Information, Prospectus or any Free Writing Prospectus to comply
with the Act, the Company will promptly notify the Representatives of such event and will
promptly prepare and file with the Commission, at the Company&#146;s own expense, an amendment or
supplement that will correct such statement or omission or an amendment that will effect
such compliance. Neither the Representatives&#146; consent to, nor the Underwriters&#146; delivery of,
any such amendment or supplement shall constitute a waiver of any of the conditions set
forth in Section&nbsp;7 hereof.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) As soon as practicable, but not later than the Availability Date (as defined
below), the Company will make generally available to its securityholders an earnings
statement (which need not be audited) covering a period of at least 12&nbsp;months beginning
after the Effective Date that will satisfy the provisions of Section 11(a) of the Act. For
the purpose of the preceding sentence, &#147;<B>Availability Date</B>&#148; means the 40th day after the end
of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date,
except that, if such fourth fiscal quarter is the last quarter of the Company&#146;s fiscal year,
&#147;<B>Availability Date</B>&#148; means the 60th day after the end of such fourth fiscal quarter.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The Company will furnish to the Representatives copies of the Registration
Statement (two of which will be signed and will include all exhibits), if requested by the
Representatives, each related Preliminary Prospectus, and, so long as a prospectus relating
to the Securities is required to be delivered under the Act in connection with sales by any
Underwriter or dealer, the Prospectus and all amendments and supplements to such documents
and each Free Writing Prospectus, in each case in such quantities as the Representatives
reasonably request. The Prospectus shall be so furnished as soon as practicable but in no
event later than the second business day following the execution and delivery of this
Agreement. All other documents shall be so furnished as soon as available. The Company will
pay the expenses of printing and distributing to the Underwriters all such documents.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) The Company will cooperate with the Underwriters and counsel to the Underwriters in
connection with the qualification of the Securities for sale and the determination of their
eligibility for investment under the laws of such jurisdictions as the Representatives
designate and will continue such qualifications in effect so long as required for the
distribution; <I>provided, however, </I>that the Company shall not be required in
connection therewith to qualify as a foreign corporation in any jurisdiction in which it is
not now so qualified or to take any action that would subject it to general consent to
service of process or taxation other than as to matters and transactions relating to the
Registration Statement and the Prospectus, in any jurisdiction in which it is not now so
subject.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) So long as any Securities remain outstanding, the Company will furnish to the
Representatives and, upon request, to each of the other Underwriters, if any, as soon as
practicable after the end of each fiscal year, a copy of the annual report to stockholders
for such year; and so long as any Securities remain outstanding, the Company will furnish to
the Representatives (i)&nbsp;during any period in which the Company is not subject to Section&nbsp;13
or 15(d) of the 1934 Act, as soon as practicable, a copy of each report and any definitive
proxy statement of the Company filed with the Commission under the 1934 Act or mailed to
stockholders, and (ii)&nbsp;from time to time, such other information concerning the Company as
the Representatives may reasonably request.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The Company will pay or cause to be paid all expenses incident to the performance
of the obligations of the Company under this Agreement, including any filing fees and other
expenses (including fees and disbursements of counsel to the Company) incurred in connection
with qualification of the Securities for sale under the securities or blue sky laws of the
various states, any travel expenses of the Company&#146;s officers and employees and any other
expenses of the Company in connection with attending or hosting meetings with prospective
purchasers of the Securities and expenses incurred in distributing the Prospectus, any Free
Writing Prospectus and any Time of Sale Information (including any amendments and
supplements thereto) to the Underwriters.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) The Company will not, without the prior written consent of the J.P. Morgan
Securities LLC and Credit Suisse Securities (USA)&nbsp;LLC, offer, sell, contract to sell,
pledge, or otherwise dispose of (or enter into any transaction which is designed to, or
might reasonably be expected to, result in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise) by the Company or any
affiliate of the Company or any person in privity with the Company or any affiliate of the
Company), directly or indirectly, including the filing (or participation in the filing) of a
registration statement with the Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section&nbsp;16 of the 1934 Act, any other shares of Common Stock or any
securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or
publicly announce an intention to effect any such transaction, until after 90&nbsp;days from the
date
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">hereof, except for (i)&nbsp;the registration of the Securities and the sales to the Underwriters
pursuant to this Agreement, (ii)&nbsp;the issuance of tangible equity units (and the shares of
Common Stock issuable upon settlement thereof) in the Units Offering as described in the Time
of Sale Information and the Prospectus, (iii)&nbsp;the issuance and sale of Common Stock or options
exercisable into Common Stock pursuant to any employee benefit or incentive plan, stock
ownership plan or dividend reinvestment plan of the Company in effect at the Time of Sale and
(iv)&nbsp;the issuance of Common Stock upon the conversion of securities or the exercise of
warrants outstanding at the Time of Sale.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) The Company will, pursuant to reasonable procedures developed in good faith, retain
copies of each Issuer Free Writing Prospectus that is not filed with the Commission in
accordance with Rule&nbsp;433 under the Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<I>Certain Agreements of the Underwriters</I>. Each Underwriter hereby represents and agrees that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Unless it has obtained the prior written consent of the Company, it has not made
and unless it will obtain the prior written consent of the Company, it will not make any
offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or
that would otherwise constitute a &#147;free writing prospectus&#148; (as defined in Rule&nbsp;405 under
the Act) required to be filed by the Company with the Commission or retained by the Company
under Rule&nbsp;433 under the Act, <I>provided </I>that the prior written consent of the parties hereto
shall be deemed to have been given in respect of the information contained in any Free
Writing Prospectus referred to in Schedule&nbsp;B hereto.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) It has not and will not distribute any Underwriter Free Writing Prospectus in a
manner reasonably designed to lead to its broad unrestricted dissemination. For purposes of
this Section&nbsp;6(b), &#147;Underwriter Free Writing Prospectus&#148; shall mean a &#147;free writing
prospectus&#148; that contains no &#147;issuer information&#148; (as defined in Rule&nbsp;433(h)(2) under the
Act) that was not included (including through incorporation by reference) in the Preliminary
Prospectus or a previously filed Issuer Free Writing Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) It is not subject to any pending proceeding under Section&nbsp;8A of the Act with
respect to the offering (and will promptly notify the Company if any such proceeding against
it is initiated during the Prospectus Delivery Period).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<I>Conditions of the Obligations of the Underwriters</I>. The obligations of the several
Underwriters to purchase and pay for the Securities on the Closing Date will be subject to the
accuracy when made and on the Closing Date of the representations and warranties on the part of the
Company herein; <I>provided </I>that with respect to Section&nbsp;2(b), such representation and warranty shall
be with respect to all Securities, to the accuracy of the statements of the Company officers made
pursuant to the provisions hereof, to the performance by the Company in all material respects of
its respective obligations hereunder and to the following additional conditions precedent:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Representatives shall have received, on the date hereof and on the Closing
Date, a letter dated such date, in form and substance satisfactory to you, from each of
Deloitte &#038; Touche LLP, an independent registered public accounting firm with respect to the
Company and Ernst &#038; Young LLP, an independent registered public accounting firm with respect
to the Company, containing the information and statements of the type ordinarily included in
accountants&#146; &#147;comfort letters&#148; to underwriters with respect to the financial statements and
certain financial information contained in or incorporated by reference into the
Registration Statement, the Prospectus and the Time of Sale Information.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The Prospectus shall have been filed with the Commission in accordance with the
Rules and Regulations and Section 5(a) hereof. No stop order suspending the effectiveness of
the Registration Statement shall have been issued and no proceedings for that purpose or
pursuant to Section&nbsp;8A under the Act shall have been instituted or, to the knowledge of the
Company or any Underwriter, shall be contemplated by the Commission.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Subsequent to the execution and delivery of this Agreement, there shall not have
occurred (i)&nbsp;any change, or any development or event involving a prospective change, in the
condition (financial or other),
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">business, properties or results of operations of the Company and its subsidiaries taken as
one enterprise that, in the reasonable judgment of the Representatives, is material and
adverse and makes it impractical or inadvisable to proceed with completion of the public
offering or the sale of and payment for the Securities; (ii)&nbsp;any downgrading in the rating
of any debt securities of the Company or Hovnanian by any &#147;nationally recognized statistical
rating organization&#148; (as defined under Section&nbsp;3(a)(62) of the 1934 Act), or any public
announcement that any such organization has under surveillance or review its rating of any
debt securities of Hovnanian or the Company (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible downgrading, of such
rating) or any announcement that the Company or Hovnanian has been placed on negative
outlook; (iii)&nbsp;any change in U.S. or international financial, political or economic
conditions or currency exchange rates or exchange controls as would, in the reasonable
judgment of the Representatives, be likely to prejudice materially the success of the
proposed issue, sale or distribution of the Securities, whether in the primary market or in
respect of dealings in the secondary market; (iv)&nbsp;any material suspension or material
limitation of trading in securities generally on the New York Stock Exchange, or any setting
of minimum prices for trading on such exchange, or any suspension of trading of any
securities of Hovnanian or the Company on any exchange or in the over-the-counter market;
(v)&nbsp;any banking moratorium declared by U.S. Federal or New York authorities; (vi)&nbsp;any major
disruption of settlements of securities or clearance services in the United States if, in
the reasonable judgment of the Representatives, the effect of such disruption makes it
impractical or inadvisable to proceed with completion of the public offering or the sale of
and payment for the Securities; or (vii)&nbsp;any attack on, outbreak or escalation of
hostilities or act of terrorism involving, the United States, any declaration of war by
Congress or any other national or international calamity or emergency if, in the reasonable
judgment of the Representatives, the effect of any such attack, outbreak, escalation, act,
declaration, calamity or emergency makes it impractical or inadvisable to proceed with
completion of the public offering or the sale of and payment for the Securities.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) The Representatives shall have received an opinion of Peter S. Reinhart, Esq.,
Senior Vice President and General Counsel of the Company, dated the Closing Date,
substantially to the effect as set forth in Exhibit&nbsp;A.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) The Representatives shall have received an opinion and a negative assurance
statement, dated the Closing Date, of Simpson Thacher &#038; Bartlett LLP, counsel for the
Company, substantially to the effect as set forth in Exhibits B-1 and B-2, respectively.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The Representatives shall have received from Davis Polk &#038; Wardwell LLP, counsel for
the Underwriters, an opinion, dated the Closing Date, in form and substance reasonably
satisfactory to the Underwriters.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) The Representatives shall have received a certificate, dated the Closing Date and
signed by J. Larry Sorsby, in his capacity as Executive Vice President and Chief Financial
Officer of the Company (i)&nbsp;confirming the matters set forth in Sections&nbsp;2(v), 2(w)
and 2(x), (ii)&nbsp;confirming that all the representations and warranties of the Company and its
subsidiaries herein contained are true and correct on the Closing Date with the same force
and effect as if made on and as of the Closing Date, (iii)&nbsp;that, in all material respects,
the Company has complied with all of the agreements and satisfied all of the conditions
herein contained and required to be complied with or satisfied by the Company on or prior to
the Closing Date, (iv)&nbsp;to his knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose or pursuant to
Section&nbsp;8A under the Act have been instituted or are contemplated by the Commission and (v)
since the date of the most recent financial statements incorporated by reference in the Time
of Sale Information and the Prospectus (exclusive of any supplement thereto), there has been
no material adverse effect on the business, prospects, financial condition or results of
operations of the Company and its subsidiaries, taken as a whole, except as set forth in or
contemplated in the Time of Sale Information and the Prospectus (exclusive of any supplement
thereto).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) The Representatives shall have received lockup letters in the form of Exhibit&nbsp;D
hereto from each of the executive officers and directors of the Company.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The Securities shall have been listed and admitted and authorized for trading on
the New York Stock Exchange, and satisfactory evidence of such actions shall have been
provided to the Representatives.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company will furnish the Representatives with such conformed copies of such opinions,
certificates, letters and documents as the Representatives reasonably request. The Representatives
may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to
the obligations of the Underwriters hereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<I>Indemnification and Contribution</I>. (a)&nbsp;The Company will indemnify and hold harmless each
Underwriter, its partners, directors and officers, and each person, if any, who controls any
Underwriter within the meaning of Section&nbsp;15 of the Act, against any losses, claims, damages or
liabilities, joint or several, to which any Underwriter may become subject, under the Act or the
1934 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement, the Prospectus, or any amendment or
supplement thereto, any Issuer Free Writing Prospectus or any Time of Sale Information, or arise
out of or are based upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements therein (in the case of
the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information, in the light of
the circumstances under which they were made) not misleading, and will reimburse each Underwriter
for any legal or other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action as such expenses are
incurred; <I>provided</I>, <I>however</I>, that the Company 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 an untrue statement
or alleged untrue statement in or omission or alleged omission from any of such documents made in
reliance upon and in conformity with written information furnished to the Company by any
Underwriter through the Representatives specifically for use therein, it being understood and
agreed that the only such information furnished by any Underwriter through the Representatives
consists of the information described as such in Section 8(b) hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Each Underwriter will severally and not jointly indemnify and hold harmless the Company
and its directors and officers and each person, if any, who controls the Company within the meaning
of Section&nbsp;15 of the Act, against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or the 1934 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the Registration Statement,
the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any
Time of Sale Information, or arise out of or are based upon the omission or the 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, any Issuer Free Writing Prospectus or any Time of Sale
Information, in the light of the circumstances under which they were made) 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 furnished to the Company by such Underwriter through the Representatives specifically
for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company
in connection with investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such information furnished
by any Underwriter through the Representatives consists of the following information in the
Prospectus: the fifth and ninth through eleventh paragraphs under the caption &#147;Underwriting&#148;;
<I>provided, however</I>, that the Underwriters shall not be liable for any losses, claims, damages or
liabilities arising out of or based upon the Company&#146;s failure to perform its obligations under
Section 5(f) of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Promptly after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under Section 8(a) or 8(b) hereof, notify the indemnifying
party of the commencement thereof; but the failure to notify the indemnifying party shall not
relieve it from any liability that it may have under Section 8(a) or 8(b) hereof except to the
extent that it has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and <I>provided further </I>that the failure to notify the indemnifying party
shall not relieve it from any liability that it may have to an indemnified party otherwise than
under Section 8(a) or 8(b) hereof. 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
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">other indemnifying party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the indemnifying party will not
be liable to such indemnified party under this Section for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened action in respect of which
any indemnified party is or could have been a party and indemnity could have been sought hereunder
by such indemnified party unless such settlement (i)&nbsp;includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter of such action and
(ii)&nbsp;does not include a statement as to, or an admission of, fault, culpability or a failure to act
by or on behalf of any indemnified party.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If the indemnification provided for in this Section&nbsp;8 is unavailable or insufficient to
hold harmless an indemnified party under Section 8(a) or 8(b) hereof, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in Section 8(a) or 8(b) hereof (i)&nbsp;in such proportion as
is appropriate to reflect the relative benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the Securities or (ii)&nbsp;if the allocation provided by
clause (i)&nbsp;above is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i)&nbsp;above but also the relative fault
of the Company on the one hand and the Underwriters on the other in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by the Underwriters from the Company under this
Agreement. The relative fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the Underwriters and the parties&#146;
relative intent, knowledge, access to information and opportunity to correct or prevent such untrue
statement or omission. The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this Section 8(d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim that is the subject of this Section&nbsp;8(d).
Notwithstanding the provisions of this Section&nbsp;8(d), no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the Securities underwritten by
it and distributed to the public were offered to the public exceeds the amount of any damages that
such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Underwriters&#146; obligations in this Section 8(d)
to contribute are several in proportion to their respective underwriting obligations and not joint.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The obligations of the Company under this Section&nbsp;8 shall be in addition to any liability
that the Company may otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of
the Underwriters under this Section&nbsp;8 shall be in addition to any liability that the respective
Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each
director and officer of the Company and to each person, if any, who controls the Company within the
meaning of the Act or the 1934 Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<I>Default of Underwriters</I>. If any Underwriter or Underwriters default(s) in its or their
obligations to purchase Securities hereunder on the Closing Date and the aggregate amount of
Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not
exceed 10% of the aggregate amount of Securities that the Underwriters are obligated to purchase on
the Closing Date, the Representatives may make arrangements satisfactory to the Company for the
purchase of such Securities by other persons, including any of the Underwriters, but if no such
arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated
severally, in proportion to their respective commitments hereunder, to purchase the Securities that
such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date. If
any Underwriter or Underwriters so default(s) and the number of Securities with respect to which
such default or defaults occur(s)
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">exceeds 10% of the number of Securities that the Underwriters are obligated to purchase on the
Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase
of such Securities by other persons are not made within 48 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Underwriter or the Company,
except as provided in Section&nbsp;10 hereof. As used in this Agreement, the term &#147;Underwriter&#148; includes
any person substituted for an Underwriter under this Section. Nothing herein will relieve a
defaulting Underwriter from liability for its default.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<I>Survival of Certain Representations and Obligations</I>. The respective
indemnities, contribution agreements, representations, warranties and other statements of the
Company and the several Underwriters set forth in or made pursuant to this Agreement shall remain
operative and in full force and effect, and will survive delivery of and payment for the
Securities, regardless of (i)&nbsp;any investigation, or statement as to the results thereof, made by or
on behalf of any Underwriter, the officers or directors of any Underwriter, any person controlling
any Underwriter, the Company, the officers or directors of the Company or any person controlling
the Company, (ii)&nbsp;acceptance of and payment for the Securities hereunder and (iii)&nbsp;termination of
this Agreement. If for any reason the Securities are not delivered by or on behalf of the Company
as provided herein (other than as a result of any termination of this Agreement pursuant to Section
7(c)(iii), (iv) (only to the extent there is a material suspension or material limitation of
trading of securities generally on the New York Stock Exchange or any setting of minimum prices for
trading on such exchange), (v), (vi)&nbsp;or (vii)), the Company agrees to reimburse the several
Underwriters for all out-of-pocket expenses (including the fees and disbursements of counsel)
incurred by them. Notwithstanding any termination of this Agreement, the Company shall be liable
for all expenses that it has agreed to pay pursuant to Section 5(i) hereof. The Company also agrees
to reimburse the several Underwriters, their directors and officers and any persons controlling any
of the Underwriters for any and all fees and expenses (including, without limitation, the fees
disbursements of counsel) incurred by them in connection with enforcing their rights hereunder
(including, without limitation, their rights under Section&nbsp;8 hereof).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<I>Arm&#146;s Length Relationship; No Fiduciary Duty</I>. The Company acknowledges and agrees that
the Representatives are acting solely in the capacity of arm&#146;s length contractual counterparties to
the Company with respect to the Securities (including in connection with determining the terms of
the offering contemplated by this Agreement) and not as a financial advisor, agent or fiduciary to
the Company or any other person. Additionally, the Representatives are not advising the Company or
any other person as to any legal, tax, investment, accounting or regulatory matters in any
jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be
responsible for making their own independent investigation and appraisal of the transactions
contemplated by this Agreement, and the Representatives shall have no responsibility or liability
to the Company with respect thereto. Any review by the Representatives of the Company, the
transactions contemplated by this Agreement or other matters relating to such transactions will be
performed solely for the benefit of the Representatives and shall not be on behalf of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<I>Notices</I>. All communications hereunder will be in writing and, if sent to the Underwriters,
will be mailed, delivered or telegraphed and confirmed to the Representatives c/o J.P. Morgan
Securities LLC, 383 Madison Avenue, New York, NY 10179, Attn: Equity Syndicate Desk, Fax: (212)
622-8358; Credit Suisse Securities (USA)&nbsp;LLC, Eleven Madison Avenue, New York, NY 10010-3629, Attn:
LCD-IBD, Tel: 212-538-2640, Fax: 212-325-4296; Merrill Lynch, Pierce, Fenner &#038; Smith Incorporated,
One Bryant Park, New York, NY 10036, ATTN: Syndicate Department, with a copy to ECM Legal;
Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attn: General Counsel,
Fax: 212-816-7912; or, if sent to the Company will be mailed, delivered or telegraphed and
confirmed to Hovnanian Enterprises, Inc., 110 West Front Street, P.O. Box 500, Red Bank, New Jersey
07701, fax no. 732-747-6835 and confirmation number 732-747-7800, Attention: General Counsel;
<I>provided, however</I>, that any notice to an Underwriter pursuant to Section&nbsp;8 hereof will be mailed,
delivered or telegraphed and confirmed to such Underwriter as set forth in Exhibit&nbsp;C.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<I>Successors</I>. This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the officers and directors and controlling persons
referred to in Section&nbsp;8 hereof, and no other person will have any right or obligation hereunder.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<I>Representation of Underwriters</I>. The Representatives will act for the several Underwriters
in connection with this financing, and any action under this Agreement taken by the Representatives
will be binding upon all the Underwriters.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<I>Counterparts</I>. This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all such counterparts shall together constitute one and the
same Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.&nbsp;</B><B><I>Applicable Law</I></B><B>. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York.</B>
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the foregoing is in accordance with the Representatives&#146; understanding of our agreement,
kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a
binding agreement between the Company and the several Underwriters in accordance with its terms.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Very truly yours,<BR>
<BR>
HOVNANIAN ENTERPRISES, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Peter S. Reinhart&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Peter S. Reinhart&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Senior Vice President and <BR>
General Counsel</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><!-- Folio --><!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Accepted as of the date first above written
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">J.P. Morgan Securities LLC<BR>
Credit Suisse Securities (USA)&nbsp;LLC<BR>
Merrill Lynch, Pierce, Fenner &#038; Smith
Incorporated

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Citigroup Global Markets Inc.

</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="0%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="65%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">By: J.P. MORGAN SECURITIES LLC<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Eddy Allegaert</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Eddy Allegaert&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Managing Director</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">By: CREDIT SUISSE SECURITIES (USA)&nbsp;LLC<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Eric Anderson&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Eric Anderson</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Vice Chairman</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
<td>&nbsp;</td>
    <TD valign="top" align="left">By:</TD>
    <TD colspan="2" align="left"> MERRILL LYNCH, PIERCE, FENNER &#038; SMITH INCORPORATED<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ James Scott&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">James Scott</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Managing Director</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">By: CITIGROUP GLOBAL MARKETS INC<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Clayton H. Hale&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Clayton H. Hale</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Managing Director</TD>
    <TD>&nbsp;</TD>
</TR>

<TR>
    <TD>&nbsp;</TD>

</TR>

<TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>

    <TD align="left" colspan="2">Acting on behalf of themselves and the other
several Underwriters.&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><U>Schedule&nbsp;A</U>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Number of</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2"><B>Shares of</B></TD>
    <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Underwriter</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Securities</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">J.P. Morgan Securities LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,133,725</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Credit Suisse Securities (USA)&nbsp;LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,133,725</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Merrill Lynch, Pierce, Fenner &#038; Smith
Incorporated</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">3,133,725</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Citigroup Global Markets Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1,350,075</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Wells Fargo Securities, LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">998,750</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><B>Total</B></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">11,750,000</TD>
    <TD>&nbsp;</TD>
</TR>
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</TABLE>
</DIV>



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<TYPE>EX-1.6
<SEQUENCE>4
<FILENAME>y89598exv1w6.htm
<DESCRIPTION>EX-1.6
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;1.6</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>HOVNANIAN ENTERPRISES, INC.</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>3,000,000 7.25% Tangible Equity Units</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>UNDERWRITING AGREEMENT</B></U>
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">February&nbsp;3, 2011
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">CREDIT SUISSE SECURITIES (USA)&nbsp;LLC<BR>
CITIGROUP GLOBAL MARKETS INC.<BR>
J.P. MORGAN SECURITIES LLC<BR>
As Representatives of the Several Underwriters,

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">c/o CREDIT SUISSE SECURITIES (USA)&nbsp;LLC<BR>
Eleven Madison Avenue<BR>
New York, New York 10010-3629

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Ladies and Gentlemen:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<I>Introductory</I>. Hovnanian Enterprises, Inc., a Delaware corporation (the &#147;<B>Company</B>&#148;) and K.
Hovnanian Enterprises, Inc., a California corporation (&#147;<B>Hovnanian</B>&#148; and together with the Company,
the &#147;<B>Issuers</B>&#148;), propose to issue and sell to the several Underwriters named in Schedule&nbsp;A hereto
(the &#147;<B>Underwriters</B>&#148;) 3,000,000 7.25% Tangible Equity Units (&#147;<B>Units</B>&#148;) of the Company and Hovnanian
(&#147;<B>Underwritten Securities</B>&#148;) and also propose to issue and sell to the Underwriters, at the option
of the Underwriters, an aggregate of not more than 450,000 Units (&#147;<B>Optional Securities</B>&#148;) as set
forth below. The Underwritten Securities and the Optional Securities are herein collectively
called the &#147;<B>Securities</B>&#148;. Each Security has a stated amount of $25 (the &#147;<B>Stated Amount</B>&#148;) and
consists of (1)&nbsp;a prepaid stock purchase contract (each, a &#147;<B>Purchase Contract</B>&#148;) under which the
holder has purchased and the Company will agree to automatically deliver on February&nbsp;15, 2014,
subject to acceleration in connection with any early settlement of such Purchase Contract pursuant
to the provisions thereof and of the Purchase Contract Agreement (the &#147;<B>Purchase Contract
Agreement</B>&#148;), to be dated as of the Closing Date (as defined herein), by and between the Company,
Hovnanian and Wilmington Trust Company, as purchase contract agent (the &#147;<B>Purchase Contract Agent</B>&#148;)
and as Trustee (as defined below), a number of shares of Class&nbsp;A common stock of the Company, par
value $0.01 per share (the &#147;<B>Common Stock</B>&#148;), determined pursuant to the terms of the Purchase
Contract and the Purchase Contract Agreement and (2)&nbsp;a senior subordinated amortizing note with a
final installment payment date of February&nbsp;15, 2014 (each, an &#147;<B>Amortizing Note</B>&#148;) issued by
Hovnanian and to be guaranteed (collectively, the &#147;<B>Guarantees</B>&#148;) by the Company and the subsidiary
guarantors listed on Schedule&nbsp;B hereto (together with the Company, the &#147;<B>Guarantors</B>&#148;), each of which
will have an initial principal amount of $4.526049 and will pay equal quarterly cash installments
of $0.453125, which in the aggregate would be equivalent to 12.072% per year on the Stated Amount
per Security. All references herein to the Securities include references to the Purchase Contracts
and Amortizing Notes, comprising the Units, unless the context otherwise requires.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Amortizing Notes will be issued pursuant to an indenture, dated as of the Closing Date
(the &#147;<B>Base Indenture</B>&#148;), among Hovnanian, the Company, as Guarantor, and Wilmington Trust Company,
as Trustee (the &#147;<B>Trustee</B>&#148;), as supplemented by that certain supplemental indenture, among
Hovnanian, the Guarantors and the Trustee, dated as of the Closing Date (the &#147;<B>Supplemental
Indenture</B>&#148; and, together with the Base Indenture, the
&#147;<B>Indenture</B>&#148;). The Units and the Purchase Contracts will be issued pursuant to the Purchase
Contract Agreement. This Agreement, the Securities, the Purchase Contract Agreement, the Base
Indenture and the Supplemental Indenture are referred to herein collectively as the &#147;<B>Securities
Documents</B>.&#148;
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of the Company, Hovnanian and each Guarantor hereby agrees with the several Underwriters
as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<I>Representations and Warranties of the Company and Hovnanian</I>. Each of the Company and
Hovnanian represents and warrants to, and agrees with the several Underwriters that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) A registration statement on Form S-3 (File No.&nbsp;333-171349) relating to the
Securities, the Issuable Common Stock (as defined below), the Purchase Contracts and the
Amortizing Notes, including a base prospectus dated January&nbsp;28, 2011 (the &#147;<B>Base
Prospectus</B>&#148;), has been filed with the Securities and Exchange Commission (the &#147;<B>Commission</B>&#148;)
under the Securities Act of 1933, as amended (the &#147;<B>Act</B>&#148;), and has been declared effective
under the Act. For purposes of this agreement (the &#147;<B>Agreement</B>&#148;), &#147;<B>Effective Date</B>&#148; means the
&#147;effective date of the registration statement&#148; (within the meaning of Rule 158(c) under the
Act) of the Registration Statement or the most recent post-effective amendment thereto (if
any) filed prior to the execution and delivery of this Agreement. Such registration
statement, as amended at the Effective Date, including the information, if any, deemed
pursuant to Rule&nbsp;430B under the Act to be part of the registration statement at the time of
its effectiveness (&#147;<B>Rule&nbsp;430 Information</B>&#148;), is hereinafter referred to as the &#147;<B>Registration
Statement</B>.&#148; The term &#147;<B>Preliminary Prospectus</B>&#148; means each preliminary prospectus supplement
to the Base Prospectus which is used prior to the filing of the Prospectus, together with
the Base Prospectus, and the term &#147;<B>Prospectus</B>&#148; means the prospectus supplement in the form
first used (or made available upon request of purchasers pursuant to Rule&nbsp;173 under the Act)
in connection with confirmation of sales of the Securities, together with the Base
Prospectus. Any reference in this Agreement to the Registration Statement, the Base
Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item&nbsp;12 of Form S-3
under the Act, as of the effective date of the Registration Statement or the date of such
Base Prospectus, Preliminary Prospectus or the Prospectus, as the case may be and any
reference to &#147;<B>amend</B>&#148;, &#147;<B>amendment</B>&#148; or &#147;<B>supplement</B>&#148; with respect to the Registration
Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed
to refer to and include any documents filed after such date under the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission thereunder
(collectively, the &#147;<B>1934 Act</B>&#148;) that are deemed to be incorporated by reference therein. As
of the Effective Date, the Issuers were eligible to use Form S-3 under the Act. No stop
order suspending the effectiveness of the Registration Statement shall have been issued and
no proceedings for that purpose or pursuant to Section&nbsp;8A of the Act against the Issuers or
related to the offering shall have been instituted or, to the knowledge of the Company or
Hovnanian, shall be contemplated by the Commission.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) At or prior to 8:00 A.M. on February&nbsp;4, 2011 (the &#147;<B>Time of Sale</B>&#148;), the Issuers had
prepared the following information (collectively, the &#147;<B>Time of Sale Information</B>&#148;): a
Preliminary Prospectus dated January&nbsp;31, 2011, and each &#147;free-writing prospectus&#148; (as
defined pursuant to Rule&nbsp;405 under the Act) listed on Schedule&nbsp;C hereto.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The Time of Sale Information, when taken together as a whole, at the Time of Sale
did not, and at the Closing Date will not, contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; <I>provided </I>that the
Issuers make no representation and warranty with respect to any statements or omissions made
in reliance upon and in conformity with information relating to any Underwriter furnished to
the Company or Hovnanian in writing by such Underwriter through the Representatives
expressly for use in such Time of Sale Information.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Other than the Preliminary Prospectus and the Prospectus, the Issuers (including
their agents and representatives, other than the Underwriters in their capacity as such)
have not made, used, prepared,
authorized, approved or referred to and will not prepare, make, use, authorize, approve or
refer to any &#147;<B>written communication</B>&#148; (as defined in Rule&nbsp;405 under the Act) that constitutes
an offer to sell or solicitation of an offer to buy the Securities (each such communication
by the Company, Hovnanian or their agents and representatives (other than a communication
referred to in clause (i)&nbsp;below) an &#147;<B>Issuer Free Writing Prospectus</B>&#148;) other than (i)&nbsp;any
document not constituting a prospectus pursuant to Section
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">2(a)(10)(a) of the Act or Rule
134 under the Act or (ii)&nbsp;the documents listed on Schedule&nbsp;C hereto, each electronic road
show and other written communications approved in writing in advance by the Representatives.
Each such Issuer Free Writing Prospectus complied in all material respects with the Act,
has been filed in accordance with the Act (to the extent required thereby) and, when taken
together with the Time of Sale Information accompanying, or delivered prior to delivery of,
such Issuer Free Writing Prospectus, did not, and at the Closing Date will not, contain any
untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made,
not misleading; <I>provided </I>that the Issuers make no representation and warranty with respect
to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance
upon and in conformity with information relating to any Underwriter furnished to the Company
or Hovnanian in writing by such Underwriter through the Representatives expressly for use in
any Issuer Free Writing Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) (i)&nbsp;On the Effective Date, the Registration Statement conformed in all material
respects to the requirements of the Act, the Trust Indenture Act of 1939 (the &#147;<B>Trust
Indenture Act</B>&#148;) and the rules and regulations of the Commission under the Act (&#147;<B>Rules and
Regulations</B>&#148;) and did not include 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 (ii)&nbsp;on the date of this Agreement, the Registration Statement conforms,
and at the time of filing of the Prospectus pursuant to Rule 424(b) under the Act, the
Registration Statement and the Prospectus will conform, in all material respects to the
requirements of the Act, the Trust Indenture Act, the Rules and Regulations and neither of
the Registration Statement or the Prospectus includes, or will include, any untrue statement
of a material fact or omits, or will omit, to state any material fact required to be stated
therein or necessary to make the statements therein (in the case of the Prospectus, in the
light of the circumstances under which they were made) not misleading except that the
foregoing does not apply to statements in or omissions from the Registration Statement or
the Prospectus based upon written information furnished to the Company or Hovnanian by any
Underwriter through the Representatives, if any, specifically for use therein, it being
understood and agreed that the only such information is that described as such in Section
8(b) hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The documents incorporated by reference in the Time of Sale Information and the
Prospectus, at the time they were or hereafter are filed with the Commission and except as
otherwise subsequently disclosed therein, complied and will comply in all material respects
with the requirements of the 1934 Act and, when read together and with the other information
in the Time of Sale Information and the Prospectus, did not and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances
under which they were or are made, not misleading.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) Each of the Company and its subsidiaries has been duly incorporated or formed, as
the case may be, is validly existing as a corporation, limited liability company or limited
partnership, as the case may be, in good standing under the laws of its jurisdiction of
incorporation or organization and has the corporate power, or its equivalent in the case of
a limited partnership or limited liability company, and authority to carry on its business
as described in the Time of Sale Information and the Prospectus and to own, lease and
operate its properties, and each is duly qualified and is in good standing as a foreign
corporation, limited liability company or limited partnership, as the case may be,
authorized to do business in each jurisdiction in which the nature of its business or its
ownership or leasing of property requires such qualification, except where the failure to be
so qualified would not have a material adverse effect on the business, prospects, financial
condition or results of operations of the Company and its subsidiaries, taken as a whole (a
&#147;<B>Material Adverse Effect</B>&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) All outstanding shares of capital stock of the Company and Hovnanian have been duly
authorized; the authorized equity capitalization of the Company is as set forth in the Time
of Sale Information; all outstanding shares of capital stock of the Company and Hovnanian
are validly issued and are fully paid, non-assessable and except, for the avoidance of
doubt, with respect to the Company&#146;s Rights Plan, as disclosed in the Time of Sale
Information, not subject to any preemptive or similar rights.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) All of the outstanding shares of capital stock of each of Hovnanian&#146;s direct and
indirect subsidiaries have been duly authorized and validly issued and are fully paid and
non-assessable, and are owned by the Company, directly or indirectly through one or more
subsidiaries, free and clear of any security interest, claim, lien, encumbrance or adverse
interest of any nature (each, a &#147;<B>Lien</B>&#148;) other than Liens securing obligations under (A)
Hovnanian&#146;s (as defined below) 10<SUP style="FONT-size: 85%; vertical-align: text-top">5</SUP>/<SUB style="FONT-size: 85%; vertical-align: text-bottom">8</SUB>% Senior Secured Notes due 2016
issued pursuant to the indenture, dated as of October&nbsp;20, 2009, by and among the Company,
Hovnanian and the other guarantors named therein and Wilmington Trust Company, as trustee,
(B)&nbsp;Hovnanian&#146;s 11<FONT style="FONT-size: 70%"><SUP>1</SUP></FONT>/<FONT style="FONT-size: 60%">2</FONT>% Senior Secured Notes due 2013 issued pursuant to the indenture, dated
as of May&nbsp;27, 2008, by and among the Company, Hovnanian, the other guarantors named therein
and Wilmington Trust Company (as successor to Deutsche Bank Trust Company), as trustee, (C)
Hovnanian&#146;s 18% Senior Secured Notes due 2017 issued pursuant to the indenture, dated as of
December&nbsp;3, 2008, by and among the Company, Hovnanian, the other guarantors named therein
and Wilmington Trust Company, as trustee and (D) &#147;Permitted Liens&#148; as defined in such
aforementioned indentures.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) This Agreement has been duly authorized, executed and delivered by the Company,
Hovnanian and each other Guarantor.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) Each of the Company, Hovnanian and each other Guarantor has all requisite corporate
power and authority to execute, deliver and perform all of its obligations under each of the
Securities Documents to which it is a party and to consummate the transactions contemplated
by each of the Securities Documents to which it is a party to be consummated on its part
and, without limitation, the Company, Hovnanian and each other Guarantor have all requisite
corporate power and authority to issue, sell and deliver the Securities, and the Company has
all requisite corporate power and authority to issue, sell and deliver the shares of Common
Stock to be issued and delivered by the Company pursuant to the Purchase Contract Agreement
and the Purchase Contracts (the &#147;<B>Issuable Common Stock</B>&#148;). Each of the Company, Hovnanian and
each other Guarantor has duly authorized the execution, delivery and performance of each of
the Securities Documents, to which it is a party. The Securities Documents conform in all
material respects to the descriptions thereof in the Time of Sale Information and the
Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) The Purchase Contract Agreement, when duly executed and delivered by the Company
and Hovnanian (assuming the due authorization, execution and delivery thereof by the
Purchase Contract Agent and the Trustee), will be a legally binding and valid obligation of
each of the Company and Hovnanian, enforceable against each of the Company and Hovnanian in
accordance with its terms, except as the enforceability thereof may be limited by the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors&#146; rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an implied covenant
of good faith and fair dealing.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) The Indenture has been duly authorized by Hovnanian and each of the Guarantors;
when the Indenture has been duly executed and delivered by Hovnanian and each of the
Guarantors, and, assuming that the Indenture is a valid and binding obligation of the
Trustee, the Indenture will be a valid and binding agreement of Hovnanian and each
Guarantor, enforceable against Hovnanian and each Guarantor in accordance with its terms
except as the enforceability thereof may be limited by the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors&#146; rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) The Indenture has been duly qualified under the Trust Indenture Act with respect to
the Amortizing Notes.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) The Units have been duly authorized and, on the Closing Date, will have been
validly executed and delivered by the Issuers. When the Units have been issued, executed
and authenticated in accordance with the provisions of the Purchase Contract Agreement and
delivered to and paid for by the Underwriters in accordance with the terms of this
Agreement, the Units will be entitled to the benefits of the Purchase Contract Agreement,
and will be valid and binding obligations of the Issuers, enforceable in accordance
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">with
their terms, except as the enforceability thereof may be limited by the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors&#146; rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing. On the Closing Date, the Units will conform as to legal matters to
the description thereof contained in the Time of Sale Information and the Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p) The Amortizing Notes have been duly authorized and, on the Closing Date, will have
been validly executed and delivered by Hovnanian. When the Amortizing Notes have been
issued, executed and authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters in accordance with the terms of this
Agreement, will be entitled to the benefits of the Indenture, and will be valid and binding
obligations of Hovnanian, enforceable in accordance with their terms except as the
enforceability thereof may be limited by the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or affecting
creditors&#146; rights generally, general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good faith and fair dealing. On
the Closing Date, the Amortizing Notes will conform as to legal matters to the descriptions
thereof contained in the Time of Sale Information and the Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q) The Purchase Contracts have been duly authorized and, on the Closing Date, will
have been validly executed and delivered by the Company. When the Purchase Contracts have
been issued, executed and authenticated in accordance with the provisions of the Purchase
Contract Agreement and delivered to and paid for by the Underwriters in accordance with the
terms of this Agreement, the Purchase Contracts will be entitled to the benefits of the
Purchase Contract Agreement and will be valid and binding obligations of the Company,
enforceable in accordance with their terms except as the enforceability thereof may be
limited by the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors&#146; rights generally,
general equitable principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing. On the Closing Date, the Purchase
Contracts will conform as to legal matters to the descriptions thereof contained in the Time
of Sale Information and the Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r) The Guarantee to be endorsed on the Amortizing Notes by each Guarantor has been
duly authorized by such Guarantor and, on the Closing Date, will have been duly executed and
delivered by each such Guarantor. When the Amortizing Notes have been issued, executed and
authenticated in accordance with the Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of this Agreement, the Guarantee of each Guarantor
endorsed thereon will be entitled to the benefits of the Indenture and will be the valid and
binding obligation of such Guarantor, enforceable against such Guarantor in accordance with
its terms, except as the enforceability thereof may be limited by the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors&#146; rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing. On the Closing Date, the Guarantees to be endorsed on the Amortizing Notes
will conform as to legal matters to the description thereof contained in the Time of Sale
Information and the Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s) The maximum number of shares of Issuable Common Stock (calculated assuming
settlement of the Purchase Contracts at the &#147;Maximum Settlement Rate,&#148; as such term is
defined in the Time of Sale Information) have been duly authorized and reserved for issuance
by the Company and, when issued and delivered in accordance with the provisions of the
Purchase Contracts and the Purchase Contract Agreement, will be validly issued, fully paid
and nonassessable and not issued in violation of any preemptive or similar right.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t) None of the Company or any of its direct or indirect subsidiaries is in violation
of its respective charter or by-laws or applicable organizational documents, as the case may
be, or in default in the performance of any obligation, agreement, covenant or condition
contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument
that is material to the Company and its
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">subsidiaries, taken as a whole, to which the Company
or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or
their respective property is bound.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u) The execution, delivery and performance of this Agreement and each of the other
Securities Documents, the compliance by the Company, Hovnanian and each of the Guarantors,
as applicable, with all provisions hereof and thereof and the consummation of the
transactions contemplated hereby and thereby, including the issuance of the Units by the
Company and Hovnanian, the issuance of the Purchase Contracts by the Company, the issuance
of the Amortizing Notes by Hovnanian, the issuance of the Guarantees by each of the
Guarantors and the issuance of the Issuable Common Stock by the Company upon settlement of
the Purchase Contracts in accordance with the terms of the Purchase Contracts and the
Purchase Contract Agreement, will not (i)&nbsp;require any consent, approval, authorization or
other order of, or qualification with, any court or governmental body or agency (except such
consents as have been obtained under the Act and the Trust Indenture Act and except as may
be required under securities or Blue Sky laws of the various states and under the 1934 Act),
(ii)&nbsp;conflict with or constitute a breach of any of the terms or provisions of, or a default
under, the charter, by-laws or applicable organizational documents of the Company, Hovnanian
or any Guarantor or any indenture, loan agreement, mortgage, lease or other agreement or
instrument that is material to the Company and its subsidiaries, taken as a whole, to which
the Company or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries or their respective property is bound, (iii)&nbsp;violate or conflict with any
applicable law or any rule, regulation, judgment, order or decree of any court or any
governmental body or agency having jurisdiction over the Company or any of its subsidiaries
or their respective property, (iv)&nbsp;result in the imposition or creation of (or the
obligation to create or impose) a Lien under, any agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries or their respective property is bound, or (v)&nbsp;result in the termination,
suspension or revocation of any Authorization (as defined below) of the Company or any of
its subsidiaries or result in any other impairment of the rights of the holder of any such
Authorization.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) Except as disclosed in the Time of Sale Information and the Prospectus, there are
no legal or governmental proceedings pending or threatened to which the Company or any of
its subsidiaries is or could be a party or to which any of their respective property is or
could be subject, which might result, singly or in the aggregate, in a Material Adverse
Effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w) Except as disclosed in the Time of Sale Information and the Prospectus, neither the
Company nor any of its subsidiaries has violated (i)&nbsp;any foreign, federal, state or local
law or regulation relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants (&#147;<B>Environmental Laws</B>&#148;),
(ii)&nbsp;any provisions of the Employee Retirement Income Security Act of 1974, as amended
(&#147;<B>ERISA</B>&#148;), or (iii)&nbsp;any provisions of the Foreign Corrupt Practices Act or the rules and
regulations promulgated thereunder, except, with respect to (i)&nbsp;and (ii)&nbsp;for such violations
which, singly or in the aggregate, would not have a Material Adverse Effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x) The Company and each of its subsidiaries maintains insurance covering their
properties, assets, operations, personnel and businesses, and, in the good faith estimate of
management, such insurance is of such type and in such amounts as is in accordance with customary industry practice in the
locations where the Company and each subsidiary conduct operations, taking into account the
costs and availability of such insurance.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(y) The Company and its officers and directors, in their capacities as such, are in
compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002
and the rules and regulations promulgated thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(z) The Company maintains a system of internal control over financial reporting (as
such term is defined in Rule&nbsp;13a-15(f) under the 1934 Act) that complies with the
requirements of the 1934 Act and has been designed by the Company&#146;s principal executive
officer and principal financial officer, or under their supervision, to provide reasonable
assurance regarding the reliability of the financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">principles; and the Company&#146;s internal control over financial reporting is effective in all
material respects to perform the functions for which it was established and the Company is not
aware of any material weaknesses in its internal control over financial reporting.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(aa) The Company maintains &#147;disclosure controls and procedures&#148; (as such term is
defined in Rule&nbsp;13a-15(e) under the 1934 Act); such disclosure controls and procedures are
effective in all material respects to perform the functions for which they were established.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(bb) The Company has not taken, directly or indirectly, any action designed to or that
has constituted or that might reasonably be expected to cause or result in, under the 1934
Act or otherwise, stabilization or manipulation of the price of the Common Stock or any
&#147;reference security&#148; of the Company or Hovnanian (as defined in Rule&nbsp;100 under the Act) to
facilitate the sale or resale of the Securities in connection with the offering contemplated
hereby.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(cc) Except as disclosed in the Time of Sale Information and the Prospectus, each of
the Company and its subsidiaries has such permits, licenses, consents, exemptions,
franchises, authorizations and other approvals (each, an &#147;<B>Authorization</B>&#148;) of, and has made
all filings with and notices to, all governmental or regulatory authorities and
self-regulatory organizations and all courts and other tribunals, including without
limitation, under any applicable Environmental Laws, as are necessary to own, lease, license
and operate its respective properties and to conduct its business, except where the failure
to have any such Authorization or to make any such filing or notice would not, singly or in
the aggregate, have a Material Adverse Effect. Each such Authorization is valid and in full
force and effect and each of the Company and its subsidiaries is in compliance with all the
terms and conditions thereof and with the rules and regulations of the authorities and
governing bodies having jurisdiction with respect thereto; and no event has occurred
(including, without limitation, the receipt of any notice from any authority or governing
body) which allows or, after notice or lapse of time or both, would allow, revocation,
suspension or termination of any such Authorization or results or, after notice or lapse of
time or both, would result in any other impairment of the rights of the holder of any such
Authorization; except where such failure to be valid and in full force and effect or to be
in compliance, the occurrence of any such event or the presence of any such restriction
would not, singly or in the aggregate, have a Material Adverse Effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(dd) Each of Deloitte &#038; Touche LLP and Ernst &#038; Young LLP, each of which has certified
financial statements incorporated by reference in the Time of Sale Information and the
Prospectus, is an independent registered public accounting firm with respect to the Company,
Hovnanian and the Guarantors as required by the Act and the 1934 Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ee) The historical financial statements, together with related notes, incorporated by
reference from the Company&#146;s Annual Report on Form 10-K/A in the Prospectus, Time of Sale
Information and the Registration Statement (and any amendment or supplement thereto) present
fairly the consolidated financial position, results of operations and changes in financial
position of the Company and its subsidiaries on the basis stated in the documents
incorporated by reference in the Prospectus, Time of Sale Information and the Registration
Statement at the respective dates or for the respective periods to which they apply; such
statements and related notes have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved, except as
disclosed therein; and the other financial and statistical information and data set forth or
incorporated by reference in the Prospectus, Time of Sale Information and Registration
Statement (and any amendment or supplement thereto) are, in all material respects,
accurately presented and prepared on a basis consistent with such financial statements and
the books and records of the Company; and the historical financial statements, together with
related notes incorporated by reference in the Prospectus, Time of Sale Information and
Registration Statement (and any amendment or supplement thereto) meet the requirements of
the Rules and Regulations and the 1934 Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ff) Neither the Company nor Hovnanian is and, after giving effect to the offering and
sale of the Securities and the application of the net proceeds thereof as described in the
Time of Sale Information and
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">the Prospectus, neither will be, an &#147;investment company,&#148; as such term is defined in the
Investment Company Act of 1940, as amended.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(gg) None of the Company, Hovnanian or any other Guarantor or any of their respective
subsidiaries or any agent thereof acting on their behalf has taken, and none of them will
take, any action that might cause this Agreement or the issuance or sale of the Securities
to violate Regulation&nbsp;T, Regulation&nbsp;U or Regulation&nbsp;X of the Board of Governors of the
Federal Reserve System.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(hh) No &#147;nationally recognized statistical rating organization&#148; as such term is defined
under Section&nbsp;3(a)(62) under the 1934 Act has indicated to the Company or Hovnanian that it
is considering (i)&nbsp;the downgrading, suspension, or withdrawal of, or any review for a
possible change that does not indicate the direction of the possible change in, any rating
so assigned or (ii)&nbsp;any change in the outlook (other than a positive change) for any rating
of Hovnanian, any Guarantor or any securities of the Company or Hovnanian.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Since the respective dates as of which information is given in the Prospectus and
Time of Sale Information except as disclosed in the Prospectus and Time of Sale Information
(exclusive of any amendments or supplements thereto subsequent to the date of this
Agreement), (i)&nbsp;there has not occurred any material adverse change or any development
involving a prospective material adverse change in the condition, financial or otherwise, or
the earnings, business, management or operations of the Company and its subsidiaries, taken
as a whole, (ii)&nbsp;there has not been any material adverse change or any development involving
a prospective material adverse change in the capital stock or in the long-term debt of the
Company or any of its subsidiaries, and (iii)&nbsp;neither the Company nor any of its
subsidiaries has incurred any material liability or obligation, direct or contingent.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(jj) Neither the Company nor Hovnanian is an ineligible issuer, as defined under the
Act, at the times specified in the Act in connection with the offering of the Securities.
The Company or Hovnanian has paid the registration fee for this offering as required under
the Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(kk) The Company is subject to Section&nbsp;13 or 15(d) of the Exchange Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any certificate signed by any officer of the Company or Hovnanian and delivered to the
Representatives or counsel for the Underwriters pursuant to the last sentence of Section
3(d) or Section&nbsp;7 of this Agreement shall be deemed a representation and warranty by the
Company or Hovnanian, as applicable, as to matters covered thereby, to each Underwriter.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<I>Purchase, Sale and Delivery of the Securities</I>. (a)&nbsp;On the basis of the representations,
warranties and agreements herein contained, but subject to the terms and conditions herein set
forth, the Company and Hovnanian agree to sell to the Underwriters the Underwritten Securities and
the Underwriters agree, severally and not jointly, to purchase from the Company and Hovnanian, the
respective number of Underwritten Securities set forth opposite such Underwriter&#146;s name in Schedule
A hereto at a purchase price of $24.25 per Unit.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Subject to the terms and conditions and in reliance upon the representations and
warranties herein set forth, the Company and Hovnanian hereby grant an option to the several
Underwriters to purchase, severally and not jointly, up to 450,000 Units of Optional Securities at
the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities.
Said option may be exercised in whole or in part at any time on or before the 30th day after the
date of the Prospectus upon written or telegraphic notice by the Representatives to the Company
setting forth the number of Optional Securities as to which the several Underwriters are exercising
the option and the settlement date. The number of Optional Securities to be purchased by each
Underwriter shall be the same percentage of the total number of Optional Securities to be purchased
by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities,
subject to such adjustments as you in your absolute discretion shall make to eliminate any
fractional Units.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Delivery of and payment for the Underwritten Securities and the Optional Securities (if
the option provided for in Section 3(b) hereof shall have been exercised on or before 4:30 P.M. on
the third business day
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">immediately preceding the Closing Date) shall be made on February&nbsp;9, 2011 at 10:00&nbsp;A.M. or at such
time on such later date not more than three business days after the foregoing date as the
Representatives shall designate, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section&nbsp;9 hereof (such date and time of delivery
and payment for the Securities being herein called the &#147;<B>Closing Date</B>&#148;). Delivery of the Securities
shall be made to the Representatives for the respective accounts of the several Underwriters in
such names and in such denominations as the Representatives shall request against payment by the
several Underwriters through the Representatives of the purchase price thereof to or upon the order
of the Company by wire transfer payable in same-day funds to an account specified by the Company.
Delivery of the Underwritten Securities and the Optional Securities shall be made through the
facilities of The Depository Trust Company (&#147;<B>DTC</B>&#148;) unless the Representatives shall otherwise
instruct. The certificates for the Securities will be made available for checking at the office of
Davis Polk &#038; Wardwell LLP at least 24 hours prior to the Closing Date or the time and date for
payment for the Optional Securities as the case may be
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If the option provided for in Section 3(b) hereof is exercised after 4:30 P.M. on the
third business day immediately preceding the Closing Date, the Company will deliver the Optional
Securities (at the expense of the Company) to the Representatives, at the offices of Davis Polk &#038;
Wardwell LLP, on the date specified by the Representatives (which shall be within three Business
Days after exercise of said option, unless said option is exercised after 4:30 P.M. in which case
such date shall be within four business days of said option) for the respective accounts of the
several Underwriters, against payment by the several Underwriters through the Representatives of
the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day
funds to an account specified by the Company. If settlement for the Optional Securities occurs
after the Closing Date, the Company will deliver to the Representatives on the settlement date for
the Optional Securities, and the obligation of the Underwriters to purchase the Optional Securities
shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as
of such date the opinions, certificates and letters delivered on the Closing Date pursuant to
Section&nbsp;7 hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<I>Offering by Underwriters</I>. It is understood that the several Underwriters propose to offer
the Securities for sale to the public as set forth in the Prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<I>Certain Agreements of the Company and Hovnanian</I>. The Company and Hovnanian agree with the
several Underwriters that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Company will file the Prospectus with the Commission pursuant to and in
accordance with subparagraph (2)&nbsp;of Rule 424(b) under the Act not later than the second
business day following the execution and delivery of this Agreement) (or, if applicable,
subparagraph (5)) and will file any Free Writing Prospectus pursuant to and in accordance
with Rule&nbsp;433 under the Act within the required time period. The Company will advise the
Representatives promptly of any such filing pursuant to Rule 424(b) or Rule&nbsp;433 under the
Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The Company will advise the Representatives promptly of any proposal to amend or
supplement the Registration Statement, Time of Sale Information or the Prospectus and the
Issuers will not effect such amendment or supplement without the Representatives&#146; consent
(such consent not to be unreasonably withheld); and the Issuers will also advise the
Representatives promptly of the effectiveness of any amendment or supplement of the
Registration Statement, Time of Sale Information or the Prospectus and of the institution by
the Commission of any stop order proceedings in respect of the Registration Statement, as it
may be amended or supplemented, proceeding under Section&nbsp;8A of the Act, and will use its
reasonable best efforts to prevent the issuance of any such stop order or objection and to
obtain as soon as possible its lifting or withdrawal, if issued.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Before preparing, using, authorizing, approving, referring to or filing any Issuer
Free Writing Prospectus, and before filing any amendment or supplement to the Registration
Statement or the Prospectus, whether before or after the time that the Registration
Statement becomes effective, the Company will furnish to the Representatives and counsel for
the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or
supplement for review and will not prepare, use, authorize,
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or
supplement to which the Representatives reasonably object.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) If, at any time when a prospectus relating to the Securities is required to be (or
but for the exemption in Rule&nbsp;172 under the Act would be required to be) delivered under the
Act in connection with sales by any Underwriter or dealer, any event occurs as a result of
which the Time of Sale Information, Prospectus or any Free Writing Prospectus as then
amended or supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is necessary at any time
to amend the Time of Sale Information, Prospectus or any Free Writing Prospectus to comply
with the Act, the Company will promptly notify the Representatives of such event and will
promptly prepare and file with the Commission, at the Company&#146;s own expense, an amendment or
supplement that will correct such statement or omission or an amendment that will effect
such compliance. Neither the Representatives&#146; consent to, nor the Underwriters&#146; delivery of,
any such amendment or supplement shall constitute a waiver of any of the conditions set
forth in Section&nbsp;7 hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) As soon as practicable, but not later than the Availability Date (as defined
below), the Company will make generally available to its securityholders an earnings
statement (which need not be audited) covering a period of at least 12&nbsp;months beginning
after the Effective Date that will satisfy the provisions of Section 11(a) of the Act. For
the purpose of the preceding sentence, &#147;<B>Availability Date</B>&#148; means the 40th day after the end
of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date,
except that, if such fourth fiscal quarter is the last quarter of the Company&#146;s fiscal year,
&#147;<B>Availability Date</B>&#148; means the 60th day after the end of such fourth fiscal quarter.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The Company will furnish to the Representatives copies of the Registration
Statement (two of which will be signed and will include all exhibits), if requested by the
Representatives, each related Preliminary Prospectus, and, so long as a prospectus relating
to the Securities is required to be delivered under the Act in connection with sales by any
Underwriter or dealer, the Prospectus and all amendments and supplements to such documents
and each Free Writing Prospectus, in each case in such quantities as the Representatives
reasonably request. The Prospectus shall be so furnished as soon as practicable but in no
event later than the second business day following the execution and delivery of this
Agreement. All other documents shall be so furnished as soon as available. The Company will
pay the expenses of printing and distributing to the Underwriters all such documents.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) The Company will cooperate with the Underwriters and counsel to the Underwriters in
connection with the qualification of the Securities for sale and the determination of their
eligibility for investment under the laws of such jurisdictions as the Representatives
designate and will continue such qualifications in effect so long as required for the
distribution; <I>provided, however, </I>that none of the Company, Hovnanian or any
Guarantor shall be required in connection therewith to qualify as a foreign corporation in
any jurisdiction in which it is not now so qualified or to take any action that would
subject it to general consent to service of process or taxation other than as to matters and
transactions relating to the Registration Statement and the Prospectus, in any jurisdiction
in which it is not now so subject.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) So long as any Securities remain outstanding, the Company will furnish to the
Representatives and, upon request, to each of the other Underwriters, if any, as soon as
practicable after the end of each fiscal year, a copy of the annual report to stockholders
for such year; and so long as any Securities remain outstanding, the Company or Hovnanian
will furnish to the Representatives (i)&nbsp;during any period in which the Company is not
subject to Section&nbsp;13 or 15(d) of the 1934 Act, as soon as practicable, a copy of each
report and any definitive proxy statement of the Company filed with the Commission under the
1934 Act or mailed to stockholders, and (ii)&nbsp;from time to time, such other information
concerning the Company as the Representatives may reasonably request.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The Company will pay or cause to be paid all expenses incident to the performance
of the obligations of the Company, Hovnanian and the Guarantors under the Securities
Documents, including any filing fees and other expenses (including fees and disbursements of counsel to the Company)
incurred in
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">connection with qualification of the Securities for sale under the securities or
blue sky laws of the various states, any fees charged by investment rating agencies for the
rating of the Securities, any travel expenses of the Company&#146;s officers and employees and
any other expenses of the Company, Hovnanian or the Guarantors in connection with attending
or hosting meetings with prospective purchasers of the Securities and expenses incurred in
distributing the Prospectus, any Free Writing Prospectus and any Time of Sale Information
(including any amendments and supplements thereto) to the Underwriters.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) The Company will not, without the prior written consent of Credit Suisse Securities
(USA)&nbsp;LLC and J.P. Morgan Securities LLC, offer, sell, contract to sell, pledge, or
otherwise dispose of (or enter into any transaction which is designed to, or might
reasonably be expected to, result in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise) by the Company or any
affiliate of the Company or any person in privity with the Company or any affiliate of the
Company), directly or indirectly, including the filing (or participation in the filing) of a
registration statement with the Commission in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning
of Section&nbsp;16 of the 1934 Act, any shares of Common Stock or any securities convertible
into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an
intention to effect any such transaction, until after 90&nbsp;days from the date hereof, except
for (i)&nbsp;the registration of the Securities and the sales to the Underwriters pursuant to
this Agreement, (ii)&nbsp;the concurrent offering of the Company&#146;s Common Stock as described in
the Time of Sale Information and the Prospectus, (iii)&nbsp;the issuance and sale of Common Stock
or options exercisable into Common Stock pursuant to any employee benefit or incentive plan,
stock ownership plan or dividend reinvestment plan of the Company in effect at the Time of
Sale and (iv)&nbsp;the issuance of Common Stock upon the conversion of securities or the exercise
of warrants outstanding at the Time of Sale.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) The Company will, pursuant to reasonable procedures developed in good faith, retain
copies of each Issuer Free Writing Prospectus that is not filed with the Commission in
accordance with Rule&nbsp;433 under the Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) The Issuers will prepare a final term sheet, containing solely a description of
final terms of the Securities and the offering thereof, in the form approved by the
Representatives and attached as Schedule&nbsp;D hereto and will file such term sheet pursuant to
Rule 433(d) under the Act within the time required by such Rule.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) The Company will reserve and keep available at all times, free of preemptive rights
(for the avoidance of doubt, other than those rights provided to holders of Common Stock
pursuant to the Company&#146;s Rights Plan, as described in the Time of Sale Information), the
maximum number of shares of Issuable Common Stock issuable under the Purchase Contract
Agreement (calculated assuming settlement of the Purchase Contracts at the &#147;Maximum
Settlement Rate,&#148; as such term is defined in the Time of Sale Information).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) The Issuers will not, between the date hereof and the Closing Date, do or authorize
any act or thing that would result in an adjustment of the settlement rates of the Purchase
Contracts.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) The Issuers will use their reasonable best efforts to cause the Securities and the
Issuable Common Stock to be listed and admitted and authorized for trading on the New York
Stock Exchange within 30&nbsp;days of the Closing Date, and to provide satisfactory evidence of
such actions to the Representatives.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">6. <I>Certain Agreements of the Underwriters</I>. Each Underwriter hereby represents and agrees that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Unless it has obtained the prior written consent of the Company, it has not made
and unless it will obtain the prior written consent of the Company, it will not make any
offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or
that would otherwise constitute a &#147;free writing prospectus&#148; (as defined in Rule&nbsp;405 under
the Act) required to be filed by the Company with the Commission or retained by the Company
under Rule&nbsp;433 under the Act, <I>provided </I>that the prior written
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">consent of the parties hereto shall be deemed to have been given in respect of the
information contained in any Free Writing Prospectus referred to in Schedule&nbsp;C hereto.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) It has not and will not distribute any Underwriter Free Writing Prospectus in a
manner reasonably designed to lead to its broad unrestricted dissemination. For purposes of
this Section&nbsp;6(b), &#147;Underwriter Free Writing Prospectus&#148; shall mean a &#147;free writing
prospectus&#148; that contains no &#147;issuer information&#148; (as defined in Rule&nbsp;433(h)(2) under the
Act) that was not included (including through incorporation by reference) in the Preliminary
Prospectus or a previously filed Issuer Free Writing Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) It is not subject to any pending proceeding under Section&nbsp;8A of the Act with
respect to the offering (and will promptly notify the Company if any such proceeding against
it is initiated during the Prospectus Delivery Period).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<I>Conditions of the Obligations of the Underwriters</I>. The obligations of the several
Underwriters to purchase and pay for the Securities on the Closing Date will be subject to the
accuracy when made and on the Closing Date of the representations and warranties on the part of the
Company and Hovnanian herein, to the accuracy of the statements of the Company, Hovnanian and
Guarantor officers made pursuant to the provisions hereof, to the performance by the Company,
Hovnanian and each Guarantor in all material respects of their respective obligations hereunder and
to the following additional conditions precedent:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Representatives shall have received, on the date hereof and on the Closing
Date, a letter dated such date, in form and substance satisfactory to you, from each of
Deloitte &#038; Touche LLP and Ernst &#038; Young LLP, each an independent registered public
accounting firm with respect to the Company, containing the information and statements of
the type ordinarily included in accountants&#146; &#147;comfort letters&#148; to underwriters with respect
to the financial statements and certain financial information contained in or incorporated
by reference into the Registration Statement, the Prospectus and the Time of Sale
Information.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The Prospectus shall have been filed with the Commission in accordance with the
Rules and Regulations and Section 5(a) hereof. No stop order suspending the effectiveness
of the Registration Statement shall have been issued and no proceedings for that purpose or
pursuant to Section&nbsp;8A under the Act shall have been instituted or, to the knowledge of the
Company, Hovnanian or any Underwriter, shall be contemplated by the Commission.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Subsequent to the execution and delivery of this Agreement, there shall not have
occurred (i)&nbsp;any change, or any development or event involving a prospective change, in the
condition (financial or other), business, properties or results of operations of the Company
and its subsidiaries taken as one enterprise that, in the reasonable judgment of the
Representatives, is material and adverse and makes it impractical or inadvisable to proceed
with completion of the public offering or the sale of and payment for the Securities; (ii)
any downgrading in the rating of any debt securities of the Company or Hovnanian by any
&#147;nationally recognized statistical rating organization&#148; (as defined under Section&nbsp;3(a)(62)
under the 1934 Act), or any public announcement that any such organization has under
surveillance or review its rating of any debt securities of Hovnanian or the Company (other
than an announcement with positive implications of a possible upgrading, and no implication
of a possible downgrading, of such rating) or any announcement that the Company or Hovnanian
has been placed on negative outlook; (iii)&nbsp;any change in U.S. or international financial,
political or economic conditions or currency exchange rates or exchange controls as would,
in the reasonable judgment of the Representatives, be likely to prejudice materially the
success of the proposed issue, sale or distribution of the Securities, whether in the
primary market or in respect of dealings in the secondary market; (iv)&nbsp;any material
suspension or material limitation of trading in securities generally on the New York Stock
Exchange, or any setting of minimum prices for trading on such exchange, or any suspension
of trading of any securities of Hovnanian or the Company on any exchange or in the
over-the-counter market; (v)&nbsp;any banking moratorium declared by U.S. Federal or New York
authorities; (vi)&nbsp;any major disruption of settlements of securities or clearance services in
the United States if, in the reasonable judgment of the Representatives, the effect of such
disruption makes it impractical or inadvisable to proceed with completion of the public
offering or the sale of and payment for the Securities; or (vii)&nbsp;any attack on, outbreak or
escalation of hostilities or act of terrorism involving, the United States,
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">any declaration of war by Congress or any other national or international calamity or emergency if, in the
reasonable judgment of the Representatives, the effect of any such attack, outbreak,
escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the public offering or the sale of and payment for the
Securities.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) The Representatives shall have received an opinion of Peter S. Reinhart, Esq.,
Senior Vice President and General Counsel of the Company, dated the Closing Date,
substantially to the effect as set forth in Exhibit&nbsp;A.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) The Representatives shall have received an opinion and a negative assurance
statement, dated the Closing Date, of Simpson Thacher &#038; Bartlett LLP, counsel for the
Company, substantially to the effect as set forth in Exhibits B-1 and B-2, respectively.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The Representatives shall have received from Davis Polk &#038; Wardwell LLP, counsel for
the Underwriters, an opinion, dated the Closing Date, in form and substance reasonably
satisfactory to the Underwriters.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) The Representatives shall have received a certificate, dated the Closing Date and
signed by J. Larry Sorsby, in his capacity as Executive Vice President and Chief Financial
Officer of the Company (i)&nbsp;confirming the matters set forth in Sections&nbsp;2(hh) and
2(ii), (ii)&nbsp;confirming that all the representations and warranties of the Company, Hovnanian
and their subsidiaries contained herein and in the Securities Documents are true and correct
on the Closing Date with the same force and effect as if made on and as of the Closing Date,
(iii)&nbsp;that, in all material respects, the Company and Hovnanian have complied with all of
the agreements and satisfied all of the conditions herein contained and required to be
complied with or satisfied by the Company and Hovnanian on or prior to the Closing Date,
(iv)&nbsp;to his knowledge, no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose or pursuant to Section&nbsp;8A
under the Act have been instituted or are contemplated by the Commission and (v)&nbsp;since the
date of the most recent financial statements incorporated by reference in the Time of Sale
Information and the Prospectus (exclusive of any supplement thereto), there has been no
material adverse effect on the business, prospects, financial condition or results of
operations of the Company and its subsidiaries, taken as a whole, except as set forth in or
contemplated in the Time of Sale Information and the Prospectus (exclusive of any supplement
thereto).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) The Representatives shall have received lockup letters in the form of Exhibit&nbsp;D
hereto from each of the executive officers and directors of the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The Company, Hovnanian, the Purchase Contract Agent and the Trustee shall have
executed and delivered the Purchase Contract Agreement and the Underwriters shall have
received copies, conformed as executed, thereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) Hovnanian, the Guarantors and the Trustee shall have executed and delivered each of
the Base Indenture and the Supplemental Indenture and the Underwriters shall have received
copies, conformed as executed, thereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) An application for listing of the Units and the Issuable Common Stock shall have
been submitted to the New York Stock Exchange, and satisfactory evidence of such actions
shall have been provided to the Representatives.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company will furnish the Representatives with such conformed copies of such opinions,
certificates, letters and documents as the Representatives reasonably request. The Representatives
may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to
the obligations of the Underwriters hereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<I>Indemnification and Contribution</I>. (a)&nbsp;The Company, Hovnanian and each of the
Guarantors will jointly and severally indemnify and hold harmless each Underwriter, its
partners, directors and officers, and each person, if any, who controls any Underwriter within the
meaning of Section&nbsp;15 of the Act, against any losses, claims, damages
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or liabilities, joint or several, to which any Underwriter may become subject, under the Act
or the 1934 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement, the Prospectus, or any amendment or
supplement thereto, any Issuer Free Writing Prospectus or any Time of Sale Information, or arise
out of or are based upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements therein (in the case of
the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information, in the light of
the circumstances under which they were made) not misleading, and will reimburse each Underwriter
for any legal or other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action as such expenses are
incurred; <I>provided</I>, <I>however</I>, that the Company, Hovnanian and the Guarantors 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 an untrue statement or alleged untrue statement in or omission or alleged omission from
any of such documents made in reliance upon and in conformity with written information furnished to
the Company or Hovnanian by any Underwriter through the Representatives specifically for use
therein, it being understood and agreed that the only such information furnished by any Underwriter
through the Representatives consists of the information described as such in Section 8(b) hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Each Underwriter will severally and not jointly indemnify and hold harmless the Company,
Hovnanian, each Guarantor and their respective directors and officers and each person, if any, who
controls the Company, Hovnanian or any Guarantor within the meaning of Section&nbsp;15 of the Act,
against any losses, claims, damages or liabilities to which the Company, Hovnanian or the
Guarantors may become subject, under the Act or the 1934 Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing
Prospectus or any Time of Sale Information, or arise out of or are based upon the omission or the
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, any Issuer Free Writing Prospectus or
any Time of Sale Information, in the light of the circumstances under which they were made) 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 furnished to the Company or Hovnanian by such Underwriter
through the Representatives specifically for use therein, and will reimburse any legal or other
expenses reasonably incurred by the Company in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are incurred, it being understood and
agreed that the only such information furnished by any Underwriter through the Representatives
consists of the following information in the Prospectus: the third sentence of the sixth paragraph
and the ninth through eleventh paragraphs under the caption &#147;Underwriting&#148;; <I>provided, however</I>, that
the Underwriters shall not be liable for any losses, claims, damages or liabilities arising out of
or based upon the Company&#146;s or Hovnanian&#146;s failure to perform its obligations under Section 5(f) of
this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Promptly after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under Section 8(a) or 8(b) hereof, notify the indemnifying
party of the commencement thereof; but the failure to notify the indemnifying party shall not
relieve it from any liability that it may have under Section 8(a) or 8(b) hereof except to the
extent that it has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and <I>provided further </I>that the failure to notify the indemnifying party
shall not relieve it from any liability that it may have to an indemnified party otherwise than
under Section 8(a) or 8(b) hereof. 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 satisfactory to
such indemnified party (who shall not, except with the consent of the indemnified party, be counsel
to the indemnifying party), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been sought hereunder by
such indemnified party unless such
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">settlement (i)&nbsp;includes an unconditional release of such indemnified party from all liability on any claims that are
the subject matter of such action and (ii)&nbsp;does not include a statement as to, or an admission of,
fault, culpability or a failure to act by or on behalf of any indemnified party.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If the indemnification provided for in this Section&nbsp;8 is unavailable or insufficient to
hold harmless an indemnified party under Section 8(a) or 8(b) hereof, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in Section 8(a) or 8(b) hereof (i)&nbsp;in such proportion as
is appropriate to reflect the relative benefits received by the Company, Hovnanian and the
Guarantors on the one hand and the Underwriters on the other from the offering of the Securities or
(ii)&nbsp;if the allocation provided by clause (i)&nbsp;above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company, Hovnanian and the Guarantors on the one hand and
the Underwriters on the other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities as well as any other relevant equitable considerations. The
relative benefits received by the Company, Hovnanian and the Guarantors on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company, Hovnanian and the Guarantors
bear to the total underwriting discounts and commissions received by the Underwriters from the
Company under this Agreement. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company, Hovnanian
and the Guarantors or the Underwriters and the parties&#146; relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or omission. The amount
paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to
in the first sentence of this Section 8(d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any
action or claim that is the subject of this Section&nbsp;8(d). Notwithstanding the provisions of this
Section&nbsp;8(d), no Underwriter shall be required to contribute any amount in excess of the amount by
which the total price at which the Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters&#146; obligations in this Section 8(d) to contribute are several in
proportion to their respective underwriting obligations and not joint.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The obligations of the Company, Hovnanian and the Guarantors under this Section&nbsp;8 shall be
in addition to any liability that the Company, Hovnanian and the Guarantors may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the Underwriters under this
Section&nbsp;8 shall be in addition to any liability that the respective Underwriters may otherwise have
and shall extend, upon the same terms and conditions, to each director and officer of the Company,
Hovnanian and each Guarantor and to each person, if any, who controls the Company, Hovnanian or any
Guarantor within the meaning of the Act or the 1934 Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<I>Default of Underwriters</I>. If any Underwriter or Underwriters default(s) in its or their
obligations to purchase Securities hereunder on the Closing Date and the aggregate amount of
Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not
exceed 10% of the aggregate amount of Securities that the Underwriters are obligated to purchase on
the Closing Date, the Representatives may make arrangements satisfactory to the Company for the
purchase of such Securities by other persons, including any of the Underwriters, but if no such
arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated
severally, in proportion to their respective commitments hereunder, to purchase the Securities that
such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date. If
any Underwriter or Underwriters so default(s) and the number of Securities with respect to which
such default or defaults occur(s) exceeds 10% of the number of Securities that the Underwriters are
obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives, the
Company and Hovnanian for the purchase of such Securities by other persons are not made within 48
hours after such default, this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company and Hovnanian, except as provided in Section&nbsp;10
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">hereof.
As used in this Agreement, the term &#147;Underwriter&#148; includes any person substituted for an
Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability
for its default.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<I>Survival of Certain Representations and Obligations</I>. The respective
indemnities, contribution agreements, representations, warranties and other statements of the
Company, Hovnanian and the several Underwriters set forth in or made pursuant to this Agreement
shall remain operative and in full force and effect, and will survive delivery of and payment for
the Securities, regardless of (i)&nbsp;any investigation, or statement as to the results thereof, made
by or on behalf of any Underwriter, the officers or directors of any Underwriter, any person
controlling any Underwriter, the Company or Hovnanian, the officers or directors of the Company or
Hovnanian or any person controlling the Company or Hovnanian, (ii)&nbsp;acceptance of and payment for
the Securities hereunder and (iii)&nbsp;termination of this Agreement. If for any reason the Securities
are not delivered by or on behalf of the Company as provided herein (other than as a result of any
termination of this Agreement pursuant to Section&nbsp;7(c)(iii), (iv) (only to the extent there is a
material suspension or material limitation of trading of securities generally on the New York Stock
Exchange or any setting of minimum prices for trading on such exchange), (v), (vi)&nbsp;or (vii), the
Company and Hovnanian, jointly and severally, agree to reimburse the several Underwriters for all
out-of-pocket expenses (including the fees and disbursements of counsel) incurred by them.
Notwithstanding any termination of this Agreement, the Company and Hovnanian, jointly and
severally, shall be liable for all expenses which they have agreed to pay pursuant to Section 5(i)
hereof. The Company and Hovnanian, jointly and severally, also agree to reimburse the several
Underwriters, their directors and officers and any persons controlling any of the Underwriters for
any and all fees and expenses (including, without limitation, the fees disbursements of counsel)
incurred by them in connection with enforcing their rights hereunder (including, without
limitation, their rights under Section&nbsp;8 hereof).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<I>Arm&#146;s Length Relationship; No Fiduciary Duty</I>. The Company and Hovnanian acknowledge and
agree that the Representatives are acting solely in the capacity of arm&#146;s length contractual
counterparties to the Company with respect to the Securities (including in connection with
determining the terms of the offering contemplated by this Agreement) and not as a financial
advisor, agent or fiduciary to the Company and Hovnanian or any other person. Additionally, the
Representatives are not advising the Company or Hovnanian or any other person as to any legal, tax,
investment, accounting or regulatory matters in any jurisdiction. The Company or Hovnanian shall
consult with its own advisors concerning such matters and shall be responsible for making their own
independent investigation and appraisal of the transactions contemplated by this Agreement, and the
Representatives shall have no responsibility or liability to the Company or Hovnanian with respect
thereto. Any review by the Representatives of the Company, the transactions contemplated by this
Agreement or other matters relating to such transactions will be performed solely for the benefit
of the Representatives and shall not be on behalf of the Company or Hovnanian.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<I>Notices</I>. All communications hereunder will be in writing and, if sent to the Underwriters,
will be mailed, delivered or telegraphed and confirmed to the Representatives c/o Credit Suisse
Securities (USA)&nbsp;LLC, Eleven Madison Avenue, New York, New York 10010-3629, fax no. 212-325-8278
and confirmation number 212-538-0661, Attention: Transactions Advisory Group, or, if sent to the
Company, Hovnanian or any Guarantor, will be mailed, delivered or telegraphed and confirmed to
Hovnanian Enterprises, Inc., 110 West Front Street, P.O. Box 500, Red Bank, New Jersey 07701, fax
no. 732-747-6835 and confirmation number 732-747-7800, Attention: General Counsel; <I>provided,
however</I>, that any notice to an Underwriter pursuant to Section&nbsp;8 hereof will be mailed, delivered
or telegraphed and confirmed to such Underwriter as set forth in Exhibit&nbsp;C.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<I>Successors</I>. This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the officers and directors and controlling persons
referred to in Section&nbsp;8 hereof, and no other person will have any right or obligation hereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;<I>Representation of Underwriters</I>. The Representatives will act for the several Underwriters
in connection with this financing, and any action under this Agreement taken by the Representatives
will be binding upon all the Underwriters.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<I>Counterparts</I>. This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all such counterparts shall together constitute one and the
same Agreement.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.&nbsp;</B><B><I>Applicable Law</I></B><B>. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York.</B>
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the foregoing is in accordance with the Representatives&#146; understanding of our agreement,
kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a
binding agreement between the Company, Hovnanian, the other Guarantors and the several Underwriters
in accordance with its terms.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Very truly yours,<BR>
<BR>
HOVNANIAN ENTERPRISES, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>

<TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/
Peter S. Reinhart &nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" colspan="2">Name: Peter S. Reinhart</TD>

    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" colspan="2">Title: Senior Vice President and General Counsel</TD>

    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">K. HOVNANIAN ENTERPRISES, INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>

<TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/
Peter S. Reinhart</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" colspan="2">Name: Peter S. Reinhart</TD>

    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" colspan="2">Title: Senior Vice President and General Counsel</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">On behalf of each entity named in Schedule&nbsp;B hereto<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>

<TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/
Peter S. Reinhart</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" colspan="2">Name: Peter S. Reinhart</TD>

    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" colspan="2">Title: Senior Vice President and General Counsel</TD>

    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Accepted as of the date first above written<BR>
CREDIT SUISSE SECURITIES (USA)&nbsp;LLC<BR>
CITIGROUP GLOBAL MARKETS INC.<BR>
J.P. MORGAN SECURITIES LLC

</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="0%"></TD>
    <TD width="1%"></TD>
    <TD width="1%"></TD>
    <TD width="35%"></TD>
    <TD width="63%"></TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">
<BR>
By:&nbsp; CREDIT SUISSE SECURITIES (USA)&nbsp;LLC<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>

<TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/
Eric Anderson&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Eric Anderson&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Vice Chairman&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">By:&nbsp; CITIGROUP GLOBAL MARKETS INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>

<TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/
Savir Thadani&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Savir Thadani</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Managing Director&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">By:&nbsp; J.P. MORGAN SECURITIES LLC<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By&nbsp;&nbsp;</TD>

<TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/
Jim Oeljeschlaeger&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Jim Oeljeschlaeger&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Vice President&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" colspan="2">Acting on behalf of themselves and the other
several Underwriters.
</TD>
    <TD colspan="0" style="border-bottom: 0px solid #000000" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>







<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><U>Schedule&nbsp;A</U>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Underwritten</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Securities to</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Underwriter</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>be Purchased</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Credit Suisse Securities (USA)&nbsp;LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">700,000</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Citigroup Global Markets Inc.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">700,000</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">J.P. Morgan Securities LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">700,000</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Merrill Lynch, Pierce, Fenner &#038; Smith
Incorporated
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">300,000</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Deutsche Bank Securities Inc.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">300,000</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Wells Fargo Securities, LLC
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">300,000</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<tr>
    <TD>&nbsp;</TD>
</tr>
<TR valign="bottom" style="background: #cceeff">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Total</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3,000,000</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
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