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Underwriting Agreement

 

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Title:

Underwriting Agreement

Entities:

Credit Suisse First Boston LLC; Kaufman & Broad SA; KB Home; Bank of America, NA

Date:

2004

Size:

Preview shows 12KB of 114KB total

Price:

$63

ID:

#986200

 

 

► Financing ► Underwriting Agreements
► Financial
► Construction
► Financial ► Money Center Banks

 

 

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                                     KB HOME

(A DELAWARE CORPORATION)

$300,000,000

5 7/8% SENIOR NOTES DUE 2015


UNDERWRITING AGREEMENT
----------------------


December 7, 2004


Credit Suisse First Boston LLC
11 Madison Avenue
New York, New York 10011

Ladies and Gentlemen:

KB Home, a Delaware corporation (the "Company"), and the Company's
subsidiaries listed on Schedule A hereto (the "Guarantors") confirm their
agreement with the Underwriter named in Schedule B hereto (the "Underwriter"),
for whom Credit Suisse First Boston LLC is acting as representative (in such
capacity, the "Representative"), with respect to the sale by the Company and the
purchase by the Underwriter of $300,000,000 aggregate principal amount of the
Company's 5 7/8% Senior Notes due 2015 (the "Securities"). The Securities will
be unconditionally guaranteed on a senior basis by each of the Guarantors (the
"Guarantees") pursuant to the Indenture (as defined below).

The Securities are to be issued pursuant to an Indenture (the "Original
Indenture") dated as of January 28, 2004, as amended and supplemented by the
First Supplemental Indenture (the "First Supplemental Indenture") thereto dated
as of January 28, 2004 and as further amended and supplemented by the Second
Supplemental Indenture (the "Second Supplemental Indenture") thereto dated as of
June 30, 2004 (as so amended and supplemented, the "Indenture"), each among the
Company, the Guarantors and SunTrust Bank, as trustee (the "Trustee").

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-71630) (the "Prior
Registration Statement") for the registration under the Securities Act of 1933
(the "1933 Act") of, among other securities, debt securities, which registration
statement was declared effective by the Commission on January 28, 2002 and
copies of which have heretofore been delivered to you. The Company has also
filed with the Commission a registration statement on Form S-3 (No. 333-120458)
(the "Current Registration Statement") for the registration under the 1933 Act


<PAGE>

of, among other securities, debt securities, which registration statement was
declared effective by the Commission on November 29, 2004 and copies of which
have heretofore been delivered to you. The Current Registration Statement also
constituted post-effective amendment no. 1 to the Prior Registration Statement.
Each of the Prior Registration Statement and the Current Registration Statement,
as amended at the date of this Agreement and including all documents
incorporated or deemed to be incorporated by reference therein, is hereinafter
referred to as, individually, a "Registration Statement" and, collectively, the
"Registration Statements." The Indenture has been qualified under the Trust
Indenture Act of 1939, as amended (the "1939 Act"). The Company proposes to file
with the Commission pursuant to Rule 424(b) of the rules and regulations of the
Commission under the 1933 Act (the "1933 Act Regulations") the Prospectus
Supplement (as defined in Section 3(i) hereof) and the related prospectus dated
November 29, 2004 (the "Base Prospectus") relating to the Securities and
Guarantees, and has previously advised you of all further information (financial
and other) with respect to the Company and the Guarantors set forth therein. The
Base Prospectus together with the Prospectus Supplement, in the respective forms
first provided to the Underwriter for use in confirming sales of the Securities,
including all documents incorporated or deemed to be incorporated by reference
therein through the date hereof, are hereinafter referred to as, collectively,
the "Prospectus," except that if any revised prospectus or prospectus supplement
shall be provided to the Underwriter by the Company for use in connection with
the offering and sale of the Securities which differs from the Prospectus
(whether or not such revised prospectus or prospectus supplement is required to
be filed by the Company pursuant to Rule 424(b) of the 1933 Act Regulations),
the term "Prospectus" shall refer to such revised prospectus or prospectus
supplement, as the case may be, from and after the time it is first provided to
the Underwriter for such use. The Company may have also prepared a preliminary
prospectus supplement relating to the Securities and the Guarantees (a
"Preliminary Prospectus Supplement"), in which case such Preliminary Prospectus
Supplement, together with the Base Prospectus and all documents incorporated or
deemed to be incorporated by reference in such Preliminary Prospectus Supplement
or the Base Prospectus, are hereinafter referred to, collectively, as a
"Preliminary Prospectus."

All references in this Agreement to documents, financial statements and
schedules and other information which is "contained," "included," "stated,"
"described in" or "referred to" in a Registration Statement, the Prospectus or
any Preliminary Prospectus (and all other references of like import) shall be
deemed to mean and include all such documents, financial statements and
schedules and other information which is or is deemed to be incorporated by
reference in such Registration Statement, the Prospectus or such Preliminary
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to a Registration Statement, the Prospectus or any
Preliminary Prospectus shall be deemed to mean and include the filing of any
document under the Securities Exchange Act of 1934, as amended (the "1934 Act"),
after the date of this Agreement (in the case of such Registration Statement or
the Prospectus) or after the date of the applicable Preliminary Prospectus
Supplement (in the case of such Preliminary Prospectus), as the case may be,
which is or is deemed to be incorporated by reference in such Registration
Statement, the Prospectus or such Preliminary Prospectus, as the case may be.

The Company and the Guarantors understand that the Underwriter proposes
to make a public offering of the Securities and the Guarantees as soon as the
Representative deems advisable after this Agreement has been executed and
delivered.


2
<PAGE>

This Agreement, the Securities and the Indenture are hereinafter
sometimes referred to, collectively, as the "Operative Documents" and,
individually, as an "Operative Document."

All references herein to a "subsidiary" or "subsidiaries" of the
Company shall include, without limitation (i) the Guarantors and (ii) all other
subsidiaries of the Company, including any consolidated joint ventures in which
the Company or any of its other subsidiaries is a participant, any consolidated
limited and general partnerships in which the Company or any of its other
subsidiaries owns partnership interests and any consolidated limited liability
companies in which the Company or any of its other subsidiaries owns membership
interests (such joint ventures, limited and general partnerships and limited
liability companies being hereinafter called, collectively, the "Partnerships"
and, individually, a "Partnership").

SECTION 1. Representations and Warranties.

(a) The Company and the Guarantors, jointly and severally, represent
and warrant to the Underwriter as of the date hereof (such date being
hereinafter referred to as the "Representation Date") and as of the Closing Time
(as defined below) as follows:

(i) The Company and the Guarantors meet the requirements for
use of Form S-3 under the 1933 Act and the 1933 Act Regulations. Each
Registration Statement, at the time it became effective, the Current
Registration Statement, as of the Representation Date, the Base
Prospectus, as of its date and as of the Representation Date, any
Preliminary Prospectus, as of the date of the related Preliminary
Prospectus Supplement, and the Prospectus, as of the date of the
Prospectus Supplement, complied and comply in all material respects
with the requirements of the 1933 Act, the 1933 Act Regulations
(including Rule 415(a) of the 1933 Act Regulations), the 1939 Act and
the rules and regulations of the Commission under the 1939 Act (the
"1939 Act Regulations"), and did not and as of the Representation Date
do not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading. The Prospectus, at the
Representation Date (unless the term "Prospectus" refers to a
prospectus which has been provided to the Underwriter by the Company
for use in connection with the offering of the Securities which differs
from the Prospectus filed with the Commission pursuant to Rule 424(b)
of the 1933 Act Regulations, in which case at the time it is first
provided to the Underwriter for such use) and at the Closing Time does
not and will not include an untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; provided, however, that the representations and warranties
in this subsection (i) shall not apply to statements in or omissions
from either Registration Statement or the Prospectus made in reliance
upon and in conformity with information furnished to the Company in
writing by the Underwriter through the Representative expressly for use
in such Registration Statement or the Prospectus or the information
contained in any Statement of Eligibility of a trustee under the 1939
Act filed or incorporated by reference as an exhibit to either
Registration Statement (a "Form T-1").

(ii) Ernst & Young LLP, whose reports are incorporated by
reference into the Registration Statements, are independent public
accountants with respect to the Company


3
<PAGE>

and its subsidiaries as required by the 1933 Act and the 1933 Act
Regulations.

(iii) The financial statements included or incorporated by
reference in the Registration Statements and the Prospectus present
fairly the financial position of the Company and its consolidated
subsidiaries as at the dates indicated and the results of operations of
the Company and its consolidated subsidiaries for the periods
specified; except as otherwise stated in the Registration Statements,
said financial statements have been prepared in conformity with
generally accepted accounting principles in the United States applied
on a consistent basis; the supporting schedules included or

 

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