KB HOME
(a Delaware corporation)

$250,000,000

7 3/4% Senior Subordinated Notes due 2010

UNDERWRITING AGREEMENT

January 17, 2003

UBS Warburg LLC
Banc One Capital Markets, Inc.
Credit Lyonnais Securities (USA) Inc.
    As Representatives of the several Underwriters
c/o UBS Warburg LLC
299 Park Avenue
New York, New York 10171

Ladies and Gentlemen:

     KB Home, a Delaware corporation (the Company), confirms its agreement with UBS Warburg LLC and each of the other Underwriters named in Schedule A hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom UBS Warburg LLC, Banc One Capital Markets, Inc. and Credit Lyonnais Securities (USA) Inc. are acting as representatives (in such capacity, the Representatives), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $250,000,000 aggregate principal amount of the Companys 7 3/4% Senior Subordinated Notes due 2010 (the Securities). The Securities are to be issued pursuant to an indenture dated as of November 19, 1996 (the Indenture, which term as used herein includes the instrument establishing the form and terms of the Securities) between the Company and SunTrust Bank (as successor to SunTrust Bank, Atlanta), as trustee (the Trustee).

     The Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-3 (No. 333-41549) (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 December 16, 1997 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. 333-71630) (the Current Registration Statement) for the registration under the 1933 Act of, among other things, 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 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 January 28, 2002 (the Base Prospectus), and has previously advised you of all further information (financial and other) with respect to the Company set forth therein. The Base Prospectus together with the Prospectus Supplement, in the respective forms first provided to the Underwriters 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 Underwriters 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 Underwriters for such use. Unless the context otherwise requires, 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 the Registration Statement or the 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 the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the 1934 Act) after the date of this Agreement which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

     The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

     SECTION 1. Representations and Warranties.

     (a)  The Company represents and warrants to each Underwriter as of the date hereof (such date being hereinafter referred to as the Representation Date) as follows:

2

          (i) The Company meets 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, and the Base Prospectus, as of its date and as of the Representation Date, 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 Underwriters 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 Underwriters for such use) and at the Closing Time referred to in Section 2 hereof, 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 any Underwriter through the Representatives 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 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 incorporated by reference in the Registration Statements present fairly the information required to be stated therein; the Companys ratios of earnings to fixed charges and of earnings to combined fixed charges and preferred stock dividends (including the amounts the ratios would have been were interest on the outstanding collateralized mortgage obligations of the Companys wholly owned limited purpose financing subsidiaries included in such ratios calculation) included in the in the Base Prospectus under the caption Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends and in the Prospectus Supplement under the caption Selected Consolidated Financial Data and in Exhibit 12 to the Registration Statements have been calculated in compliance with Item 503(d) of Regulation S-K of the Commission; and the pro forma financial statements, if any, and related notes thereto included in the Registration Statements and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commissions rules and guidelines with respect to pro forma financial statements and have

3
 

End of Preview

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC