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                                                                     Exhibit 4.5


                                  A/B EXCHANGE

                          REGISTRATION RIGHTS AGREEMENT

                            DATED AS OF JUNE 8, 2001

                                  BY AND AMONG

                              WCI COMMUNITIES, INC.

           EACH OF THE GUARANTORS LISTED ON THE SIGNATURE PAGE HEREIN

                                       AND

                                 UBS WARBURG LLC
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         This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of June 8, 2001 by and among WCI Communities, Inc., a Delaware
corporation (the "COMPANY"), each of the subsidiary guarantors listed on
signature page herein (the "GUARANTORS"), and UBS Warburg LLC (the "INITIAL
PURCHASER"), who has agreed to purchase the Company's 10 5/8% Series A Senior
Subordinated Notes due 2011 (the "SERIES A NOTES") pursuant to the Purchase
Agreement (as defined below).

         This Agreement is made pursuant to the Purchase Agreement, dated June
4, 2001 (the "PURCHASE AGREEMENT"), by and among the Company, the Guarantors and
the Initial Purchaser. In order to induce the Initial Purchaser to purchase the
Series A Notes, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchaser set forth in Section 8 of
the Purchase Agreement. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Indenture, dated February 20,
2001, between the Company, the Guarantors and The Bank of New York, as Trustee,
relating to the Series A Notes and the Series B Notes (the "INDENTURE").

         The parties hereby agree as follows:

1        DEFINITIONS

         As used in this Agreement, the following capitalized terms shall have
the following meanings:

         ACT:  The Securities Act of 1933, as amended.

         AFFILIATE: As defined in Rule 144 of the Act.

         BROKER-DEALER: Any broker or dealer registered under the Exchange Act.

         CERTIFICATED SECURITIES: Definitive Notes, as defined in the Indenture.

         CLOSING DATE:  The date hereof.

         COMMISSION:  The Securities and Exchange Commission.

         CONSUMMATE: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Series B Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Company to
the Registrar under the Indenture of Series B Notes in the same aggregate
principal amount as the aggregate principal amount of Series A Notes tendered
(and not withdrawn) by Holders thereof pursuant to the Exchange Offer.

         CONSUMMATION DEADLINE:  As defined in Section 3(b) hereof.
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         EFFECTIVENESS DEADLINE:  As defined in Sections 3(a) and 4(a) hereof.

         EXCHANGE ACT:  The Securities Exchange Act of 1934, as amended.

         EXCHANGE OFFER: The exchange and issuance by the Company of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A Notes that are tendered (and not withdrawn) by such Holders in
connection with such exchange and issuance.

         EXCHANGE OFFER REGISTRATION STATEMENT: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

         EXEMPT RESALES: The transactions in which the Initial Purchaser
proposes to sell the Series A Notes to certain "qualified institutional buyers,"
as such term is defined in Rule 144A under the Act and pursuant to Regulation S
under the Act.

         FILING DEADLINE:  As defined in Sections 3(a) and 4(a) hereof.

         HOLDERS:  As defined in Section 2 hereof.

         PROSPECTUS: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

         RECOMMENCEMENT DATE: As defined in Section 6(d) hereof.

         REGISTRATION DEFAULT:  As defined in Section 5 hereof.

         REGISTRATION STATEMENT: Any registration statement of the Company and
the Guarantors relating to (a) an offering of Series B Notes pursuant to an
Exchange Offer or (b) the registration for resale of Transfer Restricted
Securities pursuant to the Shelf Registration Statement, in each case, (i) that
is filed pursuant to the provisions of this Agreement and (ii) including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

         REGULATION S: Regulation S promulgated under the Act.

         RULE 144: Rule 144 promulgated under the Act.

         SERIES B NOTES: The Company's 10 5/8% Series B Senior Notes due 2011 to
be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as
contemplated by Section 4 hereof.

         SHELF REGISTRATION STATEMENT:  As defined in Section 4 hereof.

         SUSPENSION NOTICE:  As defined in Section 6(d) hereof.


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         TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
as in effect on the date of the Indenture.

         TRANSFER RESTRICTED SECURITIES: Each (A) Series A Note, until the
earliest to occur of (i) the date on which such Series A Note is exchanged in
the Exchange Offer for a Series B Note which is entitled to be resold to the
public by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (ii) the date on which such Series A Note has been
disposed of in accordance with a Shelf Registration Statement (and the
purchasers thereof have been issued Series B Notes), or (iii) the date on which
such Series A Note is distributed to the public pursuant to Rule 144 under the
Act and each (B) Series B Note held by a Broker-Dealer until the date on which
such Series B Note is disposed of by a Broker-Dealer pursuant to the "Plan of
Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

2        HOLDERS

         A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such Person owns Transfer Restricted Securities.

3        REGISTERED EXCHANGE OFFER

         (a) Unless the Exchange Offer shall not be permitted by applicable
federal law or applicable interpretation of the Staff and the Commission (after
the procedures set forth in Section 6(a)(i) below have been complied with), the
Company and the Guarantors shall (i) cause the Exchange Offer Registration
Statement to be filed with the Commission on or prior to 75 days after the
Closing Date (such 75th day being the "FILING DEADLINE"), (ii) use their
reasonable best efforts to cause such Exchange Offer Registration Statement to
become effective on or prior to 150 days after the Closing Date (such 150th day
being the "EFFECTIVENESS DEADLINE"), (iii) in connection with the foregoing, (A)
file all pre-effective amendments to such Exchange Offer Registration Statement
as may be necessary in order to cause it to become effective, (B) file, if
applicable or necessary, a post-effective amendment to such Exchange Offer
Registration Statement pursuant to Rule 430A under the Act and (C) cause all
necessary filings, if any, in connection with the registration and qualification
of the Series B Notes to be made under the Blue Sky laws of such jurisdictions
as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Exchange Offer Registration Statement, commence and
Consummate the Exchange Offer. The Exchange Offer shall be on the appropriate
form permitting (i) registration of the Series B Notes to be offered in exchange
for the Series A Notes that are Transfer Restricted Securities and (ii) resales
of Series B Notes by Broker-Dealers that tendered into the Exchange Offer Series
A Notes that such Broker-Dealer acquired for its own account as a result of
market making activities or other trading activities (other than Series A Notes
acquired directly from the Company or any of its Affiliates) as contemplated by
Section 3(c) below.

         (b) The Company and the Guarantors shall use their respective
reasonable best efforts to cause the Exchange Offer Registration Statement to be
effective continuously, and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no


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event shall such period be less than 20 Business Days. The Company and the
Guarantors shall cause the Exchange Offer to comply with all applicable federal
and state securities laws. No securities other than the Series B Notes shall be
included in the Exchange Offer Registration Statement. Unless the Exchange Offer
would not be permitted by applicable law or Commission policy, the Company and
the Guarantors shall use their respective reasonable best efforts to cause the
Exchange Offer to be Consummated on or prior to 40 business days after the
Exchange Offer Registration Statement has become effective (such 40th day being
the "CONSUMMATION DEADLINE").

         (c) The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement or as otherwise required by the Commission. See the
Shearman & Sterling no-action letter (available July 2, 1993).

Because such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Company and
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Series B Notes by Broker-Dealers, the Company and the Guarantors agree to use
their respective reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended and current as required
by and subject to the provisions of Sections 6(a) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of 180 days from the Consummation Deadline or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration
Statement have been sold pursuant thereto. Notwithstanding the foregoing, the
Company shall not be obligated to keep the Exchange Offer Registration Statement
continuously effective to the extent set forth above if the Company determines
in its reasonable judgment that the continued effectiveness and usability of the
Exchange Offer Registration Statement would interfere with any existing or
prospective financing, acquisition, corporate reorganization or other material
business situation, transaction or negotiation involving the Company or any of
its subsidiaries (a "BUSINESS REASON"); provided, however, that the failure to
keep the Exchange Offer Registration Statement effective and usable for a
Business Reason shall last no longer than 15 consecutive days and shall in no
event occur during the first 14 days after the Exchange Offer Registration
Statement becomes effective. The Company and the Guarantors shall provide
sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon written request, and in no event later than one
day after such request, at any time during such period.


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         (d) The Company shall use its reasonable best efforts to include in the
Registration Statement (No. 333-58500) currently on file with the Commission
(the "EXISTING EXCHANGE OFFER REGISTRATION STATEMENT") an offer to exchange the
Series A Notes for Series B Notes. If the Company includes the Series A Notes in
the Existing Exchange Offer Registration Statement, then it will have satisfied
its requirement under Section 3(a) to have filed the Exchange Offer Registration
Statement.

4        SHELF REGISTRATION

         (a) Shelf Registration. If (i) the Exchange Offer is not permitted by
applicable law or applicable interpretation of the Staff of the Commission
(after the Company and the Guarantors have complied with the procedures set
forth in Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted
Securities shall notify the Company prior to the 30th Business Day following the
Consummation Deadline that (A) such Holder was prohibited by law or Commission
policy from participating in the Exchange Offer or (B) such Holder may not
resell the Series B Notes acquired by it in the Exchange Offer to the public
without delivering a prospectus and the Prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales by
such Holder, then the Company and the Guarantors shall:

     (x) cause to be filed, on or prior to 75 days after the earlier of (i) the
date on which the Company determines that the Exchange Offer Registration
Statement cannot be filed as a result of clause (a)(i) above and (ii) the date
on which the Company receives the notice specified in clause (a)(ii) above (such
earlier date, the "FILING DEADLINE"), a shelf registration statement pursuant to
Rule 415 under the Act (which may be an amendment to the Exchange Offer
Registration Statement (the "SHELF REGISTRATION STATEMENT")), relating to all
Transfer Restricted Securities, and

     (y) shall use their respective reasonable best efforts to cause such Shelf
Registration Statement to become effective on or prior to 150 days after the
obligation to file the Shelf Registration Statement arose (such 150th day the
"EFFECTIVENESS DEADLINE").

         If, after the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
provided that, in such event, the Company shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).

To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and
the Guarantors shall use their respective reasonable best efforts to keep any
Shelf Registration Statement required by this Section 4(a) continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Sections 6(b) and (c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and


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regulations of the Commission as announced from time to time, for a period of at
least two years (as extended pursuant to Section 6(c)(i)) following the Closing
Date, or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Shelf Registration Statement have been sold pursuant
thereto or any change in law that would permit the earlier free transferability
of the Transfer Restricted Securities; provided that the Company may issue any
notice suspending the use of the Shelf Registration required under applicable
securities laws to be issued; and provided, further, the Company shall not be
obligated to keep the Shelf Registration Statement continuously effective if the
Company determines, in its reasonable judgment, that there is a Business Reason,
provided that the failure to keep the Shelf Registration Statement effective and
usable for offers and sales of Notes due to a Business Reason pursuant to this
proviso shall last no longer than 60 days in any 12-month period.

         (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

5        LIQUIDATED DAMAGES

         If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within five Business
Days by a post-effective amendment to such Registration Statement that cures
such failure and that is itself declared effective within two Business Days
(each such event referred to in clauses (i) through (iv), a "REGISTRATION
DEFAULT"), then the Company and the Guarantors hereby jointly and severally
agree to pay to each Holder of Transfer Restricted Securities affected thereby
liquidated damages in an amount equal to $.05 per week per $1,000 in principal
amount of Transfer Restricted Securities held by such Holder for each week or
portion thereof that the Registration Default continues for the first 90-day
period immediately following the occurrence of such Registration Default. The
amount of the liquidated damages shall increase by an additional $.05 per week
per $1,000 in principal amount of Transfer Restricted Securities with respect to
each subsequent 90-day period until all Registration Defaults have been cured,
up to a maximum amount of liquidated damages of $.25 per week per $1,000 in
principal amount of Transfer Restricted Securities; provided that no Holder who
is not entitled to the benefits of a Shelf Registration Statement shall be
entitled to receive liquidated damages by reason of a Registration Default that


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pertains to a Shelf Registration Statement and no Holder of Notes constituting
an unsold allotment from the original sale of the Notes by the Company to the
Initial Purchaser shall be entitled to liquidated damages by reason of a
Registration Default that pertains to an Exchange Offer. Notwithstanding
anything to the contrary set forth herein, (1) upon filing of the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange
Offer, in the case of (iii) above, or (4) upon the filing of a post-effective
amendment to the Registration Statement or an additional Registration Statement
that causes the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement) to again be declared effective or made usable
in the case of (iv) above, the liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or
(iv), as applicable, shall cease.

         All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company and the Guarantors to pay liquidated damages with respect to securities
shall survive until such time as such obligations with respect to such
securities shall have been satisfied in full.

6        REGISTRATION PROCEDURES

         (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) below, (y) use their respective reasonable
best efforts to effect such exchange and to permit the resale of Series B Notes
by Broker-Dealers that tendered in the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of its market making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any of its Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply with
all of the following provisions:

                  (i) As a condition to its participation in the Exchange Offer,
         each Holder of Transfer Restricted Securities (including, without
         limitation, any Holder who is a Broker-Dealer) shall furnish, upon the
         request of the Company, prior to the Consummation of the Exchange
         Offer, a written representation to the Company and the Guarantors
         (which may be contained in the letter of transmittal contemplated by
         the Exchange Offer Registration Statement) to the effect that (A) it is
         not an Affiliate of the Company, (B) it is not engaged in, and does not
         intend to engage in, and has no arrangement or understanding with any
         person to participate in, a distribution of the Series B Notes to be
         issued in the Exchange Offer and (C) it is acquiring the Series B Notes
         in its ordinary course of business. As a condition to its participation
         in the Exchange Offer each Holder using the Exchange Offer to
         participate in a distribution of the Series B Notes shall acknowledge
         and agree that, if the resales are of Series B Notes obtained by such
         Holder in exchange for Series A Notes acquired directly from the
         Company or an Affiliate thereof, it (1) could not,




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         under Commission policy as in effect on the date of this Agreement,
         rely on the position of the Commission enunciated in Morgan Stanley and
         Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
         Corporation (available May 13, 1988), as interpreted in the
         Commission's letter to Shearman & Sterling dated July 2, 1993, and
         similar no-action letters (including, if applicable, any no-action
         letter obtained pursuant to clause (i) above), and (2) must comply with
         the registration and prospectus delivery requirements of the Act in
         connection with a secondary resale transaction and that such a
         secondary resale transaction must be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K.

                  (ii) Prior to effectiveness of the Exchange Offer Registration
         Statement, the Company and the Guarantors shall provide a supplemental
         letter to the Commission (A) stating that the Company and the
         Guarantors are registering the Exchange Offer in reliance on the
         position of the Commission enunciated in Exxon Capital Holdings
         Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
         (available June 5, 1991) as interpreted in the Commission's letter to
         Shearman & Sterling dated July 2, 1993 and (B) including a
         representation that neither the Company nor any Guarantor has entered
         into any arrangement or understanding with any Person to distribute the
         Series B Notes to be received in the Exchange Offer and that, to the
         best of the Company's and each Guarantor's information and belief, each
         Holder participating in the Exchange Offer is acquiring the Series B
         Notes in its ordinary course of business and has no arrangement or
         understanding with any Person to participate in the distribution of the
         Series B Notes received in the Exchange Offer.

         (b) Shelf Registration Statement.

                  (i) In connection with the Shelf Registration Statement, the
         Company and the Guarantors shall comply with all the provisions of
         Section 6(c) below and use their respective reasonable best efforts to
         effect such registration to permit the sale of the Transfer Restricted
         Securities being sold in accordance with the intended method or methods
         of distribution thereof (as indicated in the information furnished to
         the Company pursuant to Section 4(b) hereof), and pursuant thereto the
         Company and the Guarantors will prepare and file with the Commission a
         Registration Statement relating to the registration on any appropriate
         form under the Act, which form shall be available for the sale of the
         Transfer Restricted Securities in accordance with the intended method
         or methods of distribution thereof within the time periods and
         otherwise in accordance with the provisions hereof, and

                  (ii) issue, upon the request of any Holder or purchaser of
         Series A Notes covered by any Shelf Registration Statement contemplated
         by this Agreement, Series B Notes having an aggregate principal amount
         equal to the aggregate principal amount of Series A Notes sold pursuant
         to the Shelf Registration Statement and surrendered to the Company for
         cancellation; the Company shall register Series B Notes on the Shelf
         Registration Statement for this purpose and


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         issue the Series B Notes to the purchaser(s) of securities subject to
         the Shelf Registration Statement in the names as such purchaser(s)
         shall designate.

         (c) General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company and the
Guarantors shall:

                  (i) use their respective reasonable best efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements for the period specified in Section 3 or 4 of this
         Agreement, as applicable. Upon the occurrence of any event that would
         cause any such Registration Statement or the Prospectus contained
         therein (A) to contain an untrue statement of material fact or omit to
         state any material fact necessary to make the statements therein not
         misleading or (B) not to be effective and usable for resale of Transfer
         Restricted Securities during the period required by this Agreement, the
         Company and the Guarantors shall file promptly an appropriate amendment
         to such Registration Statement curing such defect, and, if Commission
         review is required, use their respective reasonable best efforts to
         cause such amendment to be declared effective as soon as practicable.

                  (ii) prepare and file with the Commission such amendments and
         post-effective amendments to the applicable Registration Statement as
         may be necessary to keep such Registration Statement effective for the
         applicable period set forth in Section 3 or 4 hereof, as the case may
         be; cause the Prospectus to be supplemented by any required Prospectus
         supplement, and as so supplemented to be filed pursuant to Rule 424
         under the Act, and to comply fully with Rules 424, 430A and 462, as
         applicable, under the Act in a timely manner; and comply with the
         provisions of the Act with respect to the disposition of all securities
         covered by such Registration Statement during the applicable period in
         accordance with the intended method or methods of distribution by the
         sellers thereof set forth in such Registration Statement or supplement
         to the Prospectus;

                  (iii) advise each Holder promptly and, if requested by such
         Holder, confirm such advice in writing, (A) when the Prospectus or any
         Prospectus supplement or post-effective amendment has been filed, and,
         with respect to any applicable Registration Statement or any
         post-effective amendment thereto, when the same has become effective,
         (B) of any request by the Commission for amendments to the Registration
         Statement or amendments or supplements to the Prospectus or for
         additional information relating thereto, (C) of the issuance by the
         Commission of any stop order suspending the effectiveness of the
         Registration Statement under the Act or of the suspension by any state
         securities commission of the qualification of the Transfer Restricted
         Securities for offering or sale in any jurisdiction, or the initiation
         of any proceeding for any of the preceding purposes, (D) of the
         existence of any fact or the happening of any event that makes any
         statement of a material fact made in the Registration Statement, the
         Prospectus, any amendment or supplement thereto or any document
         incorporated by reference therein untrue , or that requires the making
         of any additions to or changes in the


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         Registration Statement in order to make the statements therein not
         misleading, or that requires the making of any additions to or changes
         in the Prospectus in order to make the statements therein, in the light
         of the circumstances under which they were made, not misleading. If at
         any time the Commission shall issue any stop order suspending the
         effectiveness of the Registration Statement, or any state securities
         commission or other regulatory authority shall issue an order
         suspending the qualification or exemption from qualification of the
         Transfer Restricted Securities under state securities or Blue Sky laws,
         the Company and the Guarantors shall use their respective reasonable
         best efforts to obtain the withdrawal or lifting of such order at the
         earliest practicable time;

                  (iv) subject to Section 6(c)(i), if any fact or event
         contemplated by Section 6(c)(iii)(D) above shall exist or have
         occurred, prepare a supplement or post-effective amendment to the
         Registration Statement or related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of Transfer
         Restricted Securities, the Prospectus will not contain 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;

                  (v) furnish to the Initial Purchaser in connection with such
         exchange or sale, if any, before filing with the Commission, copies of
         any Registration Statement or any Prospectus included therein or any
         amendments or supplements to any such Registration Statement or
         Prospectus (including all documents incorporated by reference after the
         initial filing of such Registration Statement);

                  (vi) In the case of a Shelf Registration Statement, make
         available, at reasonable times, for inspection by each Holder and any
         attorney or accountant retained by such Holders, all financial and
         other records, pertinent corporate documents of the Company and the
         Guarantors and cause the Company's and the Guarantors' officers,
         directors and employees to supply all information reasonably requested
         by any such Holder, attorney or accountant in connection with such
         Registration Statement or any post-effective amendment thereto
         subsequent to the filing thereof and prior to its effectiveness
         provided, however, that such persons shall first agree in writing with
         the Company that any information that is reasonably and in good faith
         designated by the Company in writing as confidential at the time of
         delivery of such information shall be kept confidential by such
         Persons, unless (i) disclosure of such information is required by court
         or administrative order or is necessary to respond to inquiries of
         regulatory authorities, (ii) disclosure of such information is required
         by law (including any disclosure requirements pursuant to federal
         securities laws in connection with the filing of such Registration
         Statement or the use of any Prospectus), (iii) such information becomes
         generally available to the public other than as a result of a
         disclosure or failure to safeguard such information by such person or
         (iv) such information becomes available to such person from a source
         other than the Company and its subsidiaries and such source is not
         known, after due inquiry, by the relevant Holder to be bound by a
         confidentiality


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         agreement; provided, further, that the foregoing investigation shall be
         coordinated on behalf of the Holders by one representative designated
         by and on behalf of such Holders and any such confidential information
         shall be available from such representative to such Holders so long as
         any Holder agrees to be bound by such confidentiality agreement;

                  (vii) if requested by any Holders in connection with such
         exchange or sale, promptly include in any Registration Statement or
         Prospectus, pursuant to a supplement or post-effective amendment if
         necessary, such information as such Holders may reasonably request to
         have included therein relating to the "Plan of Distribution" of the
         Transfer Restricted Securities; and make all required filings of such
         Prospectus supplement or post-effective amendment as soon as
         practicable after the Company is notified of the matters to be included
         in such Prospectus supplement or post-effective amendment;

                  (viii) furnish to each Holder in connection with such exchange
         or sale, without charge, at least one copy of the Registration
         Statement, as first filed with the Commission, and of each amendment
         thereto, including all documents incorporated by reference therein and
         all exhibits (including exhibits incorporated therein by reference);

                  (ix) deliver to each Holder without charge, as many copies of
         the Prospectus (including each preliminary prospectus) and any
         amendment or supplement thereto as such Persons reasonably may request;
         the Company and the Guarantors hereby consent to the use (in accordance
         with law) of the Prospectus and any amendment or supplement thereto by
         each selling Holder in connection with the offering and the sale of the
         Transfer Restricted Securities covered by the Prospectus or any
         amendment or supplement thereto;

                  (x) in connection with a Shelf Registration Statement, upon
         the request of Holders of a majority of the aggregate principal amount
         of the Transfer Restricted Securities outstanding, enter into such
         agreements (including underwriting agreements) and make such
         representations and warranties and take all such other actions in
         connection therewith in order to expedite or facilitate the disposition
         of the Transfer Restricted Securities pursuant to any Shelf
         Registration Statement contemplated by this Agreement as may be
         reasonably requested by any Holder in connection with any sale or
         resale pursuant to any Shelf Registration Statement. In such
         connection, the Company and the Guarantors shall:

                  (A) upon request of any Holder, furnish (or in the case of
         paragraphs (2) and (3), use its reasonable best efforts to cause to be
         furnished) to each Holder, upon Consummation of the Exchange Offer or
         upon the effectiveness of the Shelf Registration Statement, as the case
         may be:

                    (1) a certificate, dated such date, signed on behalf of the
               Company and each Guarantor by (x) the President or any Vice
               President and (y) a


                                       11
<PAGE>   13
               principal financial or accounting officer of the Company and such
               Guarantor, confirming, as of the date thereof, the matters set
               forth in Sections 8(a)-(d) of the Purchase Agreement and such
               other similar matters as such Holders may reasonably request;

                    (2) an opinion, dated the date of Consummation of the
               Exchange Offer or the date of effectiveness of the Shelf
               Registration Statement, as the case may be, of counsel for the
               Company and the Guarantors covering matters customarily covered
               in opinions requested in similar sales of securities of
               underwritten offerings;

                    (3) a customary comfort letter, dated the date of
               Consummation of the Exchange Offer, or as of the date of
               effectiveness of the Shelf Registration Statement, as the case
               may be, from the Company's independent accountants, in the
               customary form and covering matters of the type customarily
               covered in comfort letters to underwriters in connection with
               similar underwritten offerings; and

                  (B) deliver such other documents and certificates as may be
         reasonably requested by the selling Holders to evidence compliance with
         the matters covered in clause (A) above and with any customary
         conditions contained in any agreement entered into by the Company and
         the Guarantors pursuant to this clause (xi);

                  (xi) prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders and their counsel in
         connection with the registration and qualification of the Transfer
         Restricted Securities under the securities or Blue Sky laws of such
         jurisdictions as the selling Holders may request and do any and all
         other acts or things reasonably necessary or advisable to enable the
         disposition in such jurisdictions of the Transfer Restricted Securities
         covered by the applicable Registration Statement; provided, however,
         that neither the Company nor any Guarantor shall be required to
         register or qualify as a foreign corporation where it is not now so
         qualified or to take any action that would subject it to the service of
         process in suits or to taxation, other than as to matters and
         transactions relating to the Registration Statement, in any
         jurisdiction where it is not now so subject;

                  (xii) in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being Transfer
         Restricted Securities, cooperate with the Holders to facilitate the
         timely preparation and delivery of certificates representing Transfer
         Restricted Securities to be sold and not bearing any restrictive
         legends; and to register such Transfer Restricted Securities in such
         denominations and such names as the selling Holders may request at
         least three Business Days prior to such sale of Transfer Restricted
         Securities;


                                       12
<PAGE>   14
                  (xiii) use their respective reasonable best efforts to cause
         the disposition of the Transfer Restricted Securities covered by the
         Registration Statement to be registered with or approved by such other
         governmental agencies or authorities as may be necessary to enable the
         seller or sellers thereof to consummate the disposition of such
         Transfer Restricted Securities, subject to the proviso contained in
         clause (xi) above;

                  (xiv) provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of a Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the Indenture with printed certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with the
         Depository Trust Company;

                  (xv) otherwise use their respective reasonable best efforts to
         comply with all applicable rules and regulations of the Commission, and
         make generally available to its security holders with regard to any
         applicable Registration Statement, as soon as practicable, a
         consolidated earnings statement meeting the requirements of Rule 158
         (which need not be audited) covering a twelve-month period beginning
         after the effective date of the Registration Statement (as such term is
         defined in paragraph (c) of Rule 158 under the Act);

                  (xvi) cause the Indenture to be qualified under the TIA not
         later than the effective date of the first Registration Statement
         required by this Agreement and, in connection therewith, cooperate with
         the Trustee and the Holders to effect such changes to the Indenture as
         may be required for such Indenture to be so qualified in accordance
         with the terms of the TIA; and execute and use its reasonable best
         efforts to cause the Trustee to execute, all documents that may be
         required to effect such changes and all other forms and documents
         required to be filed with the Commission to enable such Indenture to be
         so qualified in a timely manner; and

                  (xvii) to the extent not publicly available, provide promptly
         to each Holder, upon request, each document filed with the Commission
         pursuant to the requirements of Section 13 or Section 15(d) of the
         Exchange Act.

         (d) Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact
of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"SUSPENSION NOTICE"), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the "RECOMMENCEMENT
DATE"). Each Holder receiving a Suspension Notice hereby agrees that it will
either (i) destroy any Prospectuses, other than permanent file copies, then in
such Holder's possession which have been replaced by the Company with more
recently dated Prospectuses or (ii) deliver to the Company (at the Company's


                                       13
<PAGE>   15
expense) all copies, other than permanent file copies, then in such Holder's
possession of the Prospectus covering such Transfer Restricted Securities that
was current at the time of receipt of the Suspension Notice. The time period
regarding the effectiveness of such Registration Statement set forth in Section
3 or 4 hereof, as applicable, shall be extended by a number of days equal to the
number of days in the period from and including the date of delivery of the
Suspension Notice to the date of delivery of the Recommencement Date.

7        REGISTRATION EXPENSES

         (a) All expenses incident to the Company's and the Guarantors'
performance of or compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the Series B Notes to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Company, the Guarantors and the Holders of
Transfer Restricted Securities; (v) all application and filing fees in
connection with listing the Series B Notes on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and (vi) all
fees and disbursements of independent certified public accountants of the
Company and the Guarantors (including the expenses of any special audit and
comfort letters required by or incident to such performance).

         The Company will, in any event, bear its and the Guarantors' internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.

         (b) In connection with any Shelf Registration Statement required by
this Agreement, the Company and the Guarantors will reimburse the Initial
Purchaser and the Holders of Transfer Restricted Securities who are selling or
reselling Series A Notes or Series B Notes pursuant to the "Plan of
Distribution" contained in the Shelf Registration Statement for the reasonable
fees and disbursements, which fees shall not exceed $10,000, of not more than
one counsel, who shall be Latham & Watkins, unless another firm shall be chosen
by the Holders of a majority in principal amount of the Transfer Restricted
Securities for whose benefit such Shelf Registration Statement is being
prepared.

8        INDEMNIFICATION

         (a) The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all losses,
claims, damages, liabilities, judgments, (including without limitation, any
legal or other expenses incurred in connection with investigating or defending
any matter, including any action that could give rise to any such losses,
claims, damages, liabilities or judgments) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or supplement
thereto)


                                       14
<PAGE>   16
provided by the Company to any Holder or any prospective purchaser of Series B
Notes or registered Series A Notes, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information relating to any of the Holders furnished in writing to the Company
by any of the Holders.

         (b) Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company and the Guarantors, and
their respective directors and officers, and each person, if any, who controls
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)
the Company, or the Guarantors to the same extent as the foregoing indemnity
from the Company and the Guarantors set forth in section (a) above, but only
with reference to information relating to such Holder furnished in writing to
the Company by such Holder expressly for use in any Registration Statement. In
no event shall any Holder, its directors, officers or any Person who controls
such Holder be liable or responsible for any amount in excess of the amount by
which the total amount received by such Holder with respect to its sale of
Transfer Restricted Securities pursuant to a Registration Statement exceeds (i)
the amount paid by such Holder for such Transfer Restricted Securities and (ii)
the amount of any damages that such Holder, its directors, officers or any
Person who controls such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission.

         (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"INDEMNIFIED PARTY"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to one separate firm of
local counsel in each such jurisdiction) for all indemnified parties and all
such fees and expenses shall be reimbursed as they are incurred. Such


                                       15
<PAGE>   17
firm shall be designated in writing by a majority of the Holders, in the case of
the parties indemnified pursuant to Section 8(a), and by the Company and
Guarantors, in the case of parties indemnified pursuant to Section 8(b). The
indemnifying party shall indemnify and hold harmless the indemnified party from
and against any and all losses, claims, damages, liabilities and judgments by
reason of any settlement of any action (i) effected with its written consent or
(ii) effected without its written consent if the settlement is entered into more
than twenty business days after the indemnifying party shall have received a
written request from the indemnified party for reimbursement for the reasonable
fees and expenses of counsel (in any case where such fees and expenses are at
the expense of the indemnifying party) and, prior to the date of such
settlement, the indemnifying party shall have failed to comply with such
reimbursement request. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement or compromise of, or
consent to the entry of judgment with respect to, any pending or threatened
action in respect of which the indemnified party is or could have been a party
and indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

         (d) To the extent that the indemnification provided for in this Section
8 is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, from their sale
of Transfer Restricted Securities or (ii) if the allocation provided by clause
8(d)(i) is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause 8(d)(i) above
but also the relative fault of the Company and the Guarantors, on the one hand,
and of the Holder, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
fault of the Company and the Guarantors, on the one hand, and of the Holder, on
the other hand, 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 such Guarantor, on the one hand, or by the Holder, on the other hand,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and
judgments referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a), any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.

         The Company, the Guarantors and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims,


                                       16
<PAGE>   18
damages, liabilities or judgments referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any matter, including any action
that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder 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 Holders'
obligations to contribute pursuant to this Section 8(c) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

9        RULE 144A AND RULE 144

         The Company and each Guarantor agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding and during any period in
which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of
the Exchange Act, to use reasonable efforts to make available, upon request of
any Holder, to such Holder or beneficial owner of Transfer Restricted Securities
in connection with any sale thereof and any prospective purchaser of such
Transfer Restricted Securities designated by such Holder or beneficial owner,
the information required by Rule 144A(d)(4) under the Act in order to permit
resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii)
is subject to Section 13 or 15(d) of the Exchange Act, to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.

10       MISCELLANEOUS

         (a) Remedies. The Company and the Guarantors acknowledge and agree that
any failure by the Company and/or the Guarantors to comply with their respective
obligations under Sections 3 and 4 hereof may result in material irreparable
injury to the Initial Purchaser or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Initial Purchaser or
any Holder may obtain such relief as may be required to specifically enforce the
Company's and the Guarantors' obligations under Sections 3 and 4 hereof. The
Company and the Guarantors further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate.

         (b) No Inconsistent Agreements. Neither the Company nor any Guarantor
will, on or after the date of this Agreement, enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof. The
rights granted to the Holders hereunder do not in any way conflict with and are
not inconsistent with the rights granted to the Holders of the Company's and the
Guarantors'


                                       17
<PAGE>   19
securities under any agreement in effect on the date hereof. Neither the Company
nor any Guarantor has entered or will enter into any agreement with respect to
any of their securities which will grant to any Person piggy-back registration
rights with respect to any Registration Statement.

         (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

         (d) Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchaser, on the other hand, and
shall have the right to enforce such agreements directly to the extent they may
deem such enforcement necessary or advisable to protect its rights or the rights
of Holders hereunder.

         (e) Notices. All notices and other communications provided for or
         permitted hereunder shall be made in writing by hand-delivery,
         first-class mail (registered or certified, return receipt requested),
         telex, telecopier, or air courier guaranteeing overnight delivery:

                    (i) if to a Holder, at the address set forth on the records
               of the Registrar under the Indenture, with a copy to the
               Registrar under the Indenture; and

                    (ii) if to the Company or the Guarantors:

                         WCI Communities, Inc.
                         24301 Walden Center Drive
                         Suite 300
                         Bonita Springs, Florida 34134
                         Telecopier No.:  (941) 498-8277
                         Attention:  Vivien Hastings, Esq.


                                       18
<PAGE>   20
                           With a copy to:

                           Simpson Thacher & Bartlett
                           425 Lexington Avenue
                           New York, New York 10017
                           Telecopier No.:  (212) 455-2502
                           Attention:  John Tehan, Esq.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

         (f) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders; provided, that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

         (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (i) Governing Law. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK.

         (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


                                       19
<PAGE>   21
         (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.


                                       20
<PAGE>   22
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                           Very truly yours,

                                           WCI COMMUNITIES, INC.


                                           By: /s/ James P. Dietz
                                              __________________________
                                                Name: James P. Dietz
                                                Title: Senior Vice President



                                           BAY COLONY-GATEWAY, INC.



                                           By: /s/ James P. Dietz
                                              ___________________________
                                                Name: James P. Dietz
                                                Title: Senior Vice President



                                           FINANCIAL RESOURCES GROUP, INC.



                                           By: /s/ James P. Dietz
                                              ___________________________
                                                Name: James P. Dietz
                                                Title: Senior Vice President



                                           FIRST FIDELITY TITLE, INC.



                                           By: /s/ James D. Cullen
                                              ___________________________
                                                Name: James D. Cullen
                                                Title: Vice President


                                      S-1
<PAGE>   23
                                   FLORIDA LIFESTYLE MANAGEMENT COMPANY


                                   By: /s/ James D. Cullen
                                      _________________________________
                                        Name: James D. Cullen
                                        Title: Vice President



                                   LIVINGSTON NAPLES, INC.



                                   By:/s/ James D. Cullen
                                      ________________________________
                                        Name: James D. Cullen
                                        Title: Vice President



                                   LIVINGSTON ROAD, INC.



                                   By: /s/ James D. Cullen
                                      _______________________________
                                        Name: James D. Cullen
                                        Title: Vice President



                                   PANTHER DEVELOPMENTS, LLC


                                   By: /s/ James D. Cullen
                                      ______________________________
                                        Name: James D. Cullen
                                        Title: Vice President



                                   SUN CITY CENTER GOLF PROPERTIES, INC.



                                   By: /s/ James P. Dietz
                                      ______________________________
                                        Name: James P. Dietz
                                        Title: Senior Vice President


                                      S-2
<PAGE>   24
                                   SUN CITY CENTER REALTY, INC.



                                   By: /s/ James D. Cullen
                                      ______________________________
                                        Name: James D. Cullen
                                        Title: Vice President



                                   WATERMARK REALTY, INC.



                                   By: /s/ James D. Cullen
                                      ______________________________
                                        Name: James D. Cullen
                                        Title: Vice President



                                   WI ULTRACORP OF FLORIDA, INC.



                                   By: /s/ George R. Page
                                      ______________________________
                                        Name: George R. Page
                                        Title: President



                                   THE COLONY AT PELICAN LANDING GOLF CLUB, INC.



                                   By: /s/ James D. Cullen
                                      ______________________________
                                        Name: James D. Cullen
                                        Title: Vice President


                                   COMMUNITIES AMENITIES, INC.



                                   By: /s/ James D. Cullen
                                      _____________________________
                                        Name: James D. Cullen
                                        Title: Vice President


                                      S-3
<PAGE>   25
                                   COMMUNITIES HOME BUILDERS, INC.



                                   By: /s/ James D. Cullen
                                      _____________________________
                                        Name: James D. Cullen
                                        Title: Vice President



                                   GATEWAY COMMUNICATIONS SERVICES, INC.



                                   By: /s/ James D. Cullen
                                      ______________________________
                                        Name: James D. Cullen
                                        Title: Vice President



                                   JYC HOLDINGS, INC.



                                   By: /s/ James P. Dietz
                                      ______________________________
                                        Name: James P. Dietz
                                        Title: Vice President



                                   MARBELLA AT PELICAN BAY, INC.



                                   By: /s/ James D. Cullen
                                      ______________________________
                                        Name: James D. Cullen
                                        Title: Vice President



                                   PELICAN LANDING GOLF RESORT VENTURES, INC.



                                   By: /s/ James D. Cullen
                                      ______________________________
                                        Name: James D. Cullen
                                        Title: Vice President


                                      S-4
<PAGE>   26
                                   SARASOTA TOWER, INC.



                                   /s/ George R. Page
                                   --------------------------------
                                   By:
                                        Name: George R. Page
                                        Title: President



                                   TARPON COVE YACHT & RACQUET CLUB, INC.



                                   /s/ James D. Cullen
                                   --------------------------------
                                   By:
                                        Name: James D. Cullen
                                        Title: Vice President



                                   TIBURON GOLF VENTURES, INC.



                                   /s/ James D. Cullen
                                   --------------------------------
                                   By:
                                        Name: James D. Cullen
                                        Title: Vice President



                                   WATERMARK POOLS, INC.



                                   /s/ Thomas McCall
                                   --------------------------------
                                   By:
                                        Name: Thomas McCall
                                        Title: Secretary


                                      S-5
<PAGE>   27
                                   WATERMARK REALTY REFERRAL, INC.


                                   /s/ James D. Cullen
                                   --------------------------------
                                   By:
                                        Name: James D. Cullen
                                        Title: Vice President



                                   WCI COMMUNITIES PROPERTY MANAGEMENT, INC.



                                   /s/ James D. Cullen
                                   --------------------------------
                                   By:
                                        Name: James D. Cullen
                                        Title: Vice President



                                   WCI GOLF GROUP, INC.



                                   /s/ James D. Cullen
                                   --------------------------------
                                   By:
                                        Name: James D. Cullen
                                        Title: Vice President



                                   WCI REALTY, INC.



                                   /s/ James D. Cullen
                                   --------------------------------
                                   By:
                                        Name: James D. Cullen
                                        Title: Vice President



                                   BAY COLONY REALTY ASSOCIATES, INC.



                                   /s/ Vivien N. Hastings
                                   --------------------------------
                                   By:
                                        Name: Vivien N. Hastings
                                        Title: Secretary


                                      S-6
<PAGE>   28
                                   BAY COLONY OF NAPLES, INC.



                                   /s/ Vivien N. Hastings
                                   --------------------------------
                                   By:
                                        Name: Vivien N. Hastings
                                        Title: Secretary



                                   CORAL RIDGE COMMUNITIES, INC.



                                   /s/ Vivien N. Hastings
                                   --------------------------------
                                   By:
                                        Name: Vivien N. Hastings
                                        Title: Secretary



                                   CORAL RIDGE PROPERTIES, INC.



                                   /s/ Vivien N. Hastings
                                   --------------------------------
                                   By:
                                        Name: Vivien N. Hastings
                                        Title: Secretary


                                   CORAL RIDGE REALTY, INC.



                                   /s/ Vivien N. Hastings
                                   --------------------------------
                                   By:
                                        Name: Vivien N. Hastings
                                        Title: Secretary




                                      S-7
<PAGE>   29

                                   CORAL RIDGE REALTY SALES, INC.



                                   /s/ Vivien N. Hastings
                                   --------------------------------
                                   By:
                                        Name: Vivien N. Hastings
                                        Title: Secretary



                                   FLORIDA DESIGN COMMUNITIES, INC.



                                   /s/ Vivien N. Hastings
                                   --------------------------------
                                   By:
                                        Name: Vivien N. Hastings
                                        Title: Secretary



                                   FLORIDA NATIONAL PROPERTIES, INC.



                                   /s/ Steven C. Adelman
                                   --------------------------------
                                   By:
                                        Name: Steven C. Adelman
                                        Title: Treasurer



                                   GATEWAY COMMUNITIES, INC.



                                   /s/ Steven C. Adelman
                                   --------------------------------
                                   By:
                                        Name: Steven C. Adelman
                                        Title: Treasurer


                                      S-8
<PAGE>   30
                                   GATEWAY REALTY SALES, INC.



                                   By:  /s/ Vivien N. Hastings
                                        ----------------------------
                                        Name:  Vivien N. Hastings
                                        Title: Secretary



                                   HERON BAY, INC.



                                   By:  /s/ Vivien N. Hastings
                                        ----------------------------
                                        Name:  Vivien N. Hastings
                                        Title: Secretary



                                   HERON BAY GOLF COURSE PROPERTIES, INC.



                                   By:  /s/ Vivien N. Hastings
                                        ----------------------------
                                        Name:  Vivien N. Hastings
                                        Title: Secretary



                                   PELICAN BAY PROPERTIES, INC.



                                   By:  /s/ Vivien N. Hastings
                                        ----------------------------
                                        Name:  Vivien N. Hastings
                                        Title: Secretary


                                      S-9


<PAGE>   31
                                   PELICAN LANDING COMMUNITIES, INC.



                                   By:  /s/ Vivien N. Hastings
                                        ----------------------------
                                        Name:  Vivien N. Hastings
                                        Title: Secretary



                                   PELICAN LANDING PROPERTIES, INC.



                                   By:  /s/ Vivien N. Hastings
                                        ----------------------------
                                        Name:  Vivien N. Hastings
                                        Title: Secretary



                                   PELICAN MARSH PROPERTIES, INC.



                                   By:  /s/ Vivien N. Hastings
                                        ----------------------------
                                        Name:  Vivien N. Hastings
                                        Title: Secretary



                                   TARPON COVE REALTY, INC.



                                   By:  /s/ Vivien N. Hastings
                                        ----------------------------
                                        Name:  Vivien N. Hastings
                                        Title: Secretary


                                      S-10
<PAGE>   32
                                   WCI HOMES, INC.



                                   By:  /s/ Armando J. Goenaga
                                        ----------------------------
                                        Name:  Armando J. Goenaga
                                        Title: Vice President



                                   COMMUNITIES FINANCE COMPANY, LLC



                                   By:  /s/ James P. Dietz
                                        ----------------------------
                                        Name:  James P. Dietz
                                        Title: Vice President



                                   WCI CAPITAL CORPORATION


                                   By:  /s/ James D. Cullen
                                        ----------------------------
                                        Name:  James D. Cullen
                                        Title: Vice President



                                      S-11


<PAGE>   33
By: UBS WARBURG LLC
   ------------------------------------
   Name:
   Title:


                                      S-12
<PAGE>   34
                                    EXHIBIT A

                               NOTICE OF FILING OF
                    A/B EXCHANGE OFFER REGISTRATION STATEMENT

To:      UBS WARBURG LLC
         299 Park Avenue
         New York, New York  10171
         Attention:
         Fax: (212) [821-6136]

From:    WCI Communities, Inc.
         10 5/8% Senior Subordinated Notes due 2011

Date:    ___, 200_

         For your information only (NO ACTION REQUIRED):

         Today, ______, 200_, we filed [an A/B Exchange Registration Statement/a
Shelf Registration Statement] with the Securities and Exchange Commission. We
currently expect this registration statement to be declared effective within __
business days of the date hereof.


                                      A-1