<PAGE>
                                                                     Exhibit 4.1

                                                               EXECUTION VERSION

================================================================================

                             WCI COMMUNITIES, INC.

                                      AND

                             THE GUARANTORS LISTED
                         ON THE SIGNATURE PAGES HERETO

        SERIES A AND SERIES B 6-5/8 % SENIOR SUBORDINATED NOTES DUE 2015

                                   ----------

                                   INDENTURE

                           Dated as of March 10, 2005

                                   ----------

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.

                                    Trustee

                                   ----------

================================================================================
<PAGE>
                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
     TIA                                                           Indenture
   Section                                                          Section
   -------                                                    ------------------
<S>                                                            <C>
310(a)(1) .................................................    7.10
   (a)(2) .................................................    7.10
   (a)(3) .................................................    N.A.
   (a)(4) .................................................    N.A.
   (a)(5) .................................................    7.10
   (b) ....................................................    7.10
   (c) ....................................................    N.A.
311(a) ....................................................    7.11
   (b) ....................................................    7.11
   (c) ....................................................    N.A.
312(a) ....................................................    2.05
   (b) ....................................................   13.03
   (c) ....................................................   13.03
313(a) ....................................................    7.06
   (b)(2) .................................................    7.07
   (c) ....................................................    7.06; 13.02
   (d) ....................................................    7.06
314(a) ....................................................    4.03; 4.04; 13.02
   (c)(1) .................................................   13.04
   (c)(2) .................................................   13.04
   (c)(3) .................................................    N.A.
   (e) ....................................................   13.05
   (f) ....................................................    N.A.
315(a) ....................................................    7.01
   (b) ....................................................    7.05,13.02
   (c) ....................................................    7.01
   (d) ....................................................    7.01
   (e) ....................................................    6.11
316(a) (last sentence) ....................................    2.09
   (a)(1)(A) ..............................................    6.05
   (a)(1)(B) ..............................................    6.04
   (a)(2) .................................................    N.A.
   (b) ....................................................    6.07
   (c) ....................................................    2.12
317(a)(1) .................................................    6.08
   (a)(2) .................................................    6.09
   (b) ....................................................    2.04
318(a) ....................................................   13.01
   (b) ....................................................    N.A.
   (c) ....................................................   13.01
</TABLE>

----------
N.A. means Not Applicable

Note: This Cross-Reference Table is not part of this Indenture.
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                                                                         <C>
                                    ARTICLE I

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

1.01    Definitions......................................................     1
1.02    Other Definitions................................................    17
1.03    Incorporation by Reference of Trust Indenture Act................    18
1.04    Rules of Construction............................................    18

                                   ARTICLE II

                                    THE NOTES

2.01    Form and Dating..................................................    19
2.02    Execution and Authentication.....................................    20
2.03    Registrar and Paying Agent.......................................    20
2.04    Paying Agent to Hold Money in Trust..............................    21
2.05    Holder Lists.....................................................    21
2.06    Transfer and Exchange............................................    21
2.07    Replacement Notes................................................    32
2.08    Outstanding Notes................................................    32
2.09    Treasury Notes...................................................    33
2.10    Temporary Notes..................................................    33
2.11    Cancellation.....................................................    33
2.12    Defaulted Interest...............................................    33
2.13    CUSIP Numbers....................................................    34

                                   ARTICLE III

                            REDEMPTION AND PREPAYMENT

3.01    Notices to Trustee...............................................    34
3.02    Selection of Notes to Be Redeemed................................    34
3.03    Notice of Redemption.............................................    34
3.04    Effect of Notice of Redemption...................................    35
3.05    Deposit of Redemption Price......................................    35
3.06    Notes Redeemed in Part...........................................    36
3.07    Optional Redemption..............................................    36
3.08    Mandatory Redemption.............................................    36
</TABLE>


                                      -i-
<PAGE>
<TABLE>
<CAPTION>
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<S>     <C>                                                                 <C>
                                   ARTICLE IV

                                    COVENANTS

4.01    Payment of Notes.................................................    37
4.02    Maintenance of Office or Agency..................................    37
4.03    Reports..........................................................    37
4.04    Compliance Certificate...........................................    38
4.05    Taxes............................................................    39
4.06    Stay, Extension and Usury Laws...................................    39
4.07    Restricted Payments..............................................    39
4.08    Dividend and Other Payment Restrictions Affecting Subsidiaries...    42
4.09    Incurrence of Indebtedness and Issuance of Preferred Stock.......    44
4.10    Application of Fall Away Covenants...............................    47
4.11    Transactions with Affiliates.....................................    47
4.12    Liens............................................................    48
4.13    Business Activities..............................................    48
4.14    Corporate Existence..............................................    48
4.15    Offer to Repurchase Upon Change of Control.......................    48
4.16    No Senior Subordinated Debt......................................    49
4.17    Limitation on Issuances of Guarantees of Indebtedness............    49
4.18    Payments for Consent.............................................    50

                                    ARTICLE V

                                   SUCCESSORS

5.01    Merger, Consolidation, or Sale of Assets.........................    50
5.02    Successor Corporation Substituted................................    51

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

6.01    Events of Default................................................    51
6.02    Acceleration.....................................................    53
6.03    Other Remedies...................................................    53
6.04    Waiver of Past Defaults..........................................    53
6.05    Control by Majority..............................................    53
6.06    Limitation on Suits..............................................    53
6.07    Rights of Holders of Notes to Receive Payment....................    54
6.08    Collection Suit by Trustee.......................................    54
6.09    Trustee May File Proofs of Claim.................................    54
6.10    Priorities.......................................................    55
6.11    Undertaking for Costs............................................    55
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<CAPTION>
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                                                                            ----
<S>     <C>                                                                 <C>
                                   ARTICLE VII

                                     TRUSTEE

7.01    Duties of Trustee................................................    55
7.02    Rights of Trustee................................................    56
7.03    Individual Rights of Trustee.....................................    57
7.04    Trustee's Disclaimer.............................................    57
7.05    Notice of Defaults...............................................    58
7.06    Reports by Trustee to Holders of the Notes.......................    58
7.07    Compensation and Indemnity.......................................    58
7.08    Replacement of Trustee...........................................    59
7.09    Successor Trustee by Merger, etc.................................    60
7.10    Eligibility; Disqualification....................................    60
7.11    Preferential Collection of Claims Against Company................    60
7.12    Assignment of Rights, Not Assumption of Duties...................    60

                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

8.01    Option to Effect Legal Defeasance or Covenant Defeasance.........    60
8.02    Legal Defeasance and Discharge...................................    61
8.03    Covenant Defeasance..............................................    61
8.04    Conditions to Legal or Covenant Defeasance.......................    61
8.05    Deposited Money and Government Securities to be Held in Trust;
           Other Miscellaneous Provisions................................    63
8.06    Repayment to Company.............................................    63
8.07    Reinstatement....................................................    63

                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

9.01    Without Consent of Holders of Notes..............................    64
9.02    With Consent of Holders of Notes.................................    64
9.03    Compliance with Trust Indenture Act..............................    66
9.04    Revocation and Effect of Consents................................    66
9.05    Notation on or Exchange of Notes.................................    66
9.06    Trustee to Sign Amendments, etc..................................    66

                                    ARTICLE X

                                  SUBORDINATION

10.01   Agreement to Subordinate.........................................    67
10.02   Liquidation; Dissolution; Bankruptcy.............................    67
10.03   Default on Designated Senior Debt................................    67
10.04   Acceleration of Securities.......................................    68
10.05   When Distribution Must Be Paid Over..............................    68
</TABLE>


                                      -iii-
<PAGE>
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>     <C>                                                                 <C>
10.06   Notice by Company................................................    69
10.07   Subrogation......................................................    69
10.08   Relative Rights..................................................    69
10.09   Subordination May Not Be Impaired by Company.....................    69
10.10   Distribution or Notice to Representative.........................    69
10.11   Rights of Trustee and Paying Agent...............................    70
10.12   Authorization to Effect Subordination............................    70
10.13   Amendments.......................................................    70

                                   ARTICLE XI

                                 NOTE GUARANTEES

11.01   Guarantee........................................................    70
11.02   Subordination of Note Guarantee..................................    71
11.03   Limitation on Guarantor Liability................................    71
11.04   Execution and Delivery of Note Guarantee.........................    72
11.05   Guarantors May Consolidate, etc., on Certain Terms...............    72
11.06   Releases Following Sale of Assets................................    73

                                   ARTICLE XII

                           SATISFACTION AND DISCHARGE

12.01   Satisfaction and Discharge.......................................    73
12.02   Application of Trust Money.......................................    74

                                  ARTICLE XIII

                                  MISCELLANEOUS

13.01   Trust Indenture Act Controls.....................................    74
13.02   Notices..........................................................    75
13.03   Communication by Holders of Notes with Other Holders of Notes....    76
13.04   Certificate and Opinion as to Conditions Precedent...............    76
13.05   Statements Required in Certificate or Opinion....................    76
13.06   Rules by Trustee and Agents......................................    76
13.07   No Personal Liability of Directors, Officers, Employees and
           Stockholders..................................................    77
13.08   Governing Law; Submission to Jurisdiction........................    77
13.09   No Adverse Interpretation of Other Agreements....................    77
13.10   Successors.......................................................    77
13.11   Severability.....................................................    77
13.12   Counterpart Originals............................................    77
13.13   Table of Contents, Headings, etc.................................    78
</TABLE>

<TABLE>
EXHIBITS
<S>           <C>
Exhibit A-1   FORM OF NOTE
Exhibit A-2   FORM OF REGULATION S TEMPORARY GLOBAL NOTE
</TABLE>


                                      -iv-
<PAGE>
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>           <C>                                                           <C>
Exhibit B     FORM OF CERTIFICATE OF TRANSFER
Exhibit C     FORM OF CERTIFICATE OF EXCHANGE
Exhibit D     FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL
                 ACCREDITED INVESTOR
Exhibit E     FORM OF NOTE GUARANTEE
Exhibit F     FORM OF SUPPLEMENTAL INDENTURE
</TABLE>


                                       -v-
<PAGE>
     INDENTURE dated as of March 10, 2005 between WCI Communities, Inc., a
Delaware corporation (the "Company"), the subsidiary guarantors listed on the
signature pages hereto (collectively, the "Guarantors") and The Bank of New York
Trust Company, N.A., a national banking association, as trustee (the "Trustee").

     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the Notes:

                                   ARTICLE I

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

1.01 Definitions.

     "144A Global Note" means a global note substantially in the form of Exhibit
A-1 hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

     "Acquired Debt" means, with respect to any specified Person, (1)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person; and (2) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

     "Additional Interest" means all additional interest then owing pursuant to
Section 5 of the Registration Rights Agreement.

     "Additional Notes" means Notes, unlimited in aggregate principal amount
(other than the Initial Notes) issued under this Indenture in accordance with
Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings. Notwithstanding the foregoing, the term
"Affiliate" shall not include, with respect to the Company or any Restricted
Subsidiary, any Restricted Subsidiary.

     "Agent" means any Registrar, Paying Agent or co-registrar.

     "Amenities" means the golf courses, marinas, clubhouses and swimming,
restaurants, tennis and other recreational facilities owned and operated by the
Company or any Restricted Subsidiary and all activities reasonably related
thereto.
<PAGE>
                                      -2-


     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

     "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning.

     "Board of Directors" means the Board of Directors of the Company, or any
authorized committee of the Board of Directors.

     "Borrowing Base" means, at any time of determination, the sum of the
following, without duplication: (1) 100% of all cash and Cash Equivalents held
by the Company or any Restricted Subsidiary, including cash or Cash Equivalents
held by a title insurance company in trust for the benefit of the Company or any
Restricted Subsidiary; (2) 75% of the book value of Developed Land for which no
construction has occurred; (3) 95% of the cost of the land and construction
costs (as reasonably allocated by the Company) for all Units for which there is
an executed purchase contract with a buyer not affiliated with the Company, less
any deposits, down payments or earnest money; (4) 80% of the cost of the land
and construction costs (as reasonably allocated by the Company) for all Units
for which construction has begun and for which there is not an executed purchase
agreement with a buyer not affiliated with the Company; (5) 75% of Receivables;
(6) 75% of the cost of Amenities less the portion of such costs allocated on a
pro rata basis to sold memberships or marina slips; (7) 50% of the costs of
Developable Land (other than Developed Land) on which improvements have not
commenced, less CDD Obligations and mortgage Indebtedness (other than under a
Credit Facility) applicable to such land, up to the greater of $75.0 million or
30% of Consolidated Tangible Net Worth; and (8) 65% of all Restricted
Investments up to the greater of $75.0 million or 2.5% of Total Assets.

     "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

     "Business Day" means any day other than a Legal Holiday.

     "Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at that time be required to be capitalized on a balance sheet in accordance with
GAAP.

     "Capital Stock" means (1) in the case of a corporation, corporate stock,
(2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited), and (4) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

     "Cash Equivalents" means (1) United States dollars, (2) securities issued
or directly and fully guaranteed or insured by the United States government or
any agency or instrumentality thereof (provided that the full faith and credit
of the United States is pledged in support thereof) having maturities of not
more than one year from the date of acquisition, (3) certificates of deposit and
eurodollar time deposits with maturities of one year or
<PAGE>
                                      -3-


less from the date of acquisition, bankers' acceptances with maturities not
exceeding one year and overnight bank deposits, in each case with any domestic
commercial bank having capital and surplus in excess of $500 million and rated
A-1 or better by Standard & Poor's Rating Services or P-1 or better by Moody's
or the equivalent of such rating by a successor rating agency, (4) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (2) and (3) above entered into with any financial
institution meeting the qualifications specified in clause (3) above, (5)
commercial paper having the highest rating obtainable from Moody's Investors
Service, Inc. or Standard & Poor's Rating Services and in each case maturing
within one year after the date of acquisition, and (6) money market funds at
least 95% of the assets of which constitute Cash Equivalents of the kinds
described in clauses (1) through (5) of this definition.

     "CDD Obligations" has the meaning set forth in clause (xi) of the second
paragraph of Section 4.09 hereof, to the extent that such obligation is
reflected as an obligation of the consolidated balance sheet of the Company and
its Restricted Subsidiaries in accordance with GAAP.

     "Change of Control" means the occurrence of any of the following: (1) the
direct or indirect sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole to any "person" (as that term is used
in Section 13(d)(3) of the Exchange Act or any successor provision) other than a
Principal or a Related Party of a Principal; provided that a transaction where
the Principals and/or Related Parties of a Principal own directly or indirectly
50% or more of all classes of Capital Stock of such Person or group immediately
after such transaction shall not be a Change of Control; (2) the adoption of a
plan relating to the liquidation or dissolution of the Company; (3) the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any "person" (as defined above),
other than the Principals and their Related Parties, becomes the Beneficial
Owner, directly or indirectly, of more than 50% of the Voting Stock of the
Company (measured by voting power rather than number of shares); or (4) the
first day on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors.

     "Clearstream" means ClearStream Bank S.A.

     "Company" means WCI Communities, Inc., and any and all successors thereto
and not to any of its Subsidiaries.

     "Consolidated Coverage Ratio" means with respect to any Person for any
period, the ratio of the EBITDA of such Person and its Restricted Subsidiaries
for such period to the Consolidated Interest Incurred of such Person and its
Restricted Subsidiaries for such period. In the event that the referent Person
or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays,
repurchases or redeems any Indebtedness (other than ordinary working capital
borrowings) or issues, repurchases or redeems preferred stock subsequent to the
commencement of the period for which the Consolidated Coverage Ratio is being
calculated but prior to the date on which the event for which the calculation of
the Consolidated Coverage Ratio is made (the "Calculation Date"), then the
Consolidated Coverage Ratio shall be calculated giving pro forma effect to such
incurrence, assumption, Guarantee, repayment, repurchase or redemption of
Indebtedness, or such issuance, repurchase or redemption of preferred stock, and
the use of proceeds therefrom as if the same had occurred at the beginning of
the applicable four-quarter reference period.

     In addition, for purposes of calculating the Consolidated Coverage Ratio,
(1) acquisitions that have been made by the Company or any of its Restricted
Subsidiaries, including through mergers or consolidations and including any
related financing transactions, during the four-quarter reference period or
subsequent to such reference period and on or prior to the Calculation Date
shall be given pro forma effect as if they had occurred on the first day of the
four-quarter reference period and EBITDA for such reference period shall be
calculated
<PAGE>
                                      -4-


without giving effect to clause (3) of the proviso set forth in the definition
of Consolidated Net Income, and (2) the EBITDA attributable to Discontinued
Operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the Calculation Date, shall be excluded, and (3) the
Consolidated Interest Incurred attributable to Discontinued Operations, as
determined in accordance with GAAP, and operations or businesses disposed of
prior to the Calculation Date, shall be excluded, but only to the extent that
the obligations giving rise to such Consolidated Interest Incurred will not be
obligations of the referent Person or any of its Restricted Subsidiaries
following the Calculation Date.

     "Consolidated Indebtedness" means the Indebtedness of the Company and its
Restricted Subsidiaries on a consolidated basis, calculated in accordance with
GAAP, including, without duplication, the amount of all Guarantees, letters of
credit or other items of Indebtedness that are reflected as liabilities on the
balance sheet of the Company and its Restricted Subsidiaries, including Land
Bank Obligations reflected as liabilities on the balance sheet of the Company
and its Restricted Subsidiaries excluding, however, any amounts attributable to
surety and performance bonds.

     "Consolidated Interest Incurred" means, with respect to any Person for any
period, without duplication, (1) the consolidated interest expense of such
Person and its Restricted Subsidiaries for such period, whether paid or accrued
(including, without limitation, amortization of debt issuance costs and original
issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments associated
with Capital Lease Obligations, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers' acceptance
financings, and net of the effect of all payments made or received pursuant to
Hedging Obligations, but excluding amortization of debt issuance costs paid on
or prior to the Issue Date), plus (2) the consolidated interest of such Person
and its Restricted Subsidiaries, that was capitalized during such period, plus
(3) any Consolidated Interest Incurred on Indebtedness of another Person that is
Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a
Lien on assets of such Person or one of its Restricted Subsidiaries (subject,
however, to the amount of the guarantee or the value of the assets constituting
the Lien) (whether or not such Guarantee or Lien is called upon), plus (4)
Consolidated Interest Incurred in connection with Investments in Discontinued
Operations for such period; plus (5) the product of (a) all dividends, whether
paid or accrued and whether or not in cash, on any series of preferred stock of
such Person or any of its Restricted Subsidiaries, other than dividends on
Equity Interests payable solely in Equity Interests of the Company (other than
Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company,
times (b) a fraction, the numerator of which is one and the denominator of which
is one minus the then current combined federal, state and local statutory tax
rate of such Person, expressed as a decimal, in each case, on a consolidated
basis and in accordance with GAAP; minus (6) to the extent included above, the
amortization of previously capitalized interest, minus (7) to the extent
included above, the amortization of debt issuance costs paid on or prior to the
Issue Date.

     "Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis, determined in accordance with GAAP;
provided that, without duplication, (1) the Net Income or net loss of any Person
that is not a Restricted Subsidiary or that is accounted for by the equity
method of accounting shall be included only to the extent of the amount of
dividends or distributions are received in cash to the referent Person or a
Restricted Subsidiary during the referent period or receivable (without legal or
contractual restrictions) or to the extent such loss has been funded with cash
or other assets from the Company or a Restricted Subsidiary during the referent
period, (2) the Net Income of any Restricted Subsidiary shall be excluded to the
extent that the declaration or payment of dividends or similar distributions by
that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has not
been obtained) or, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Restricted Subsidiary or its
stockholders, unless such restriction with respect to the payments of dividends
or similar distributions has been waived (and when and to the
<PAGE>
                                      -5-


extent such dividend or other distribution is permitted, such income not
previously recognized shall then be recognized, in the period when such dividend
or other distribution was permitted and to the extent of such permission for
purposes of calculation of Net Income under Section 4.07 hereof but Net Income
from prior periods will not be included for any other purpose), (3) the Net
Income or net loss of any Person acquired in a pooling of interests transaction
for any period prior to the date of such acquisition shall be excluded, (4) the
cumulative effect of a change in accounting principles shall be excluded, and
(5) the Net Income and net loss of any Unrestricted Subsidiary shall be
excluded, unless such Net Income shall be distributed to the Company or one of
its Restricted Subsidiaries, in which case such Net Income shall be included.

     "Consolidated Net Income After Grossed-up Preferred Stock Dividends" means,
with respect to any Person for any period, the aggregate of the Net Income of
such Person and its Restricted Subsidiaries for such period, on a consolidated
basis, determined in accordance with GAAP; provided that, without duplication,
(1) the Net Income or net loss of any Person that is not a Restricted Subsidiary
or that is accounted for by the equity method of accounting shall be included
only to the extent of the amount of dividends or distributions are received in
cash to the referent Person or a Restricted Subsidiary during the referent
period (regardless of whether such cash represented Net Income in such period or
a prior period) or to the extent such loss has been funded with cash or other
assets from the Company or a Restricted Subsidiary during the referent period,
(2) the Net Income of any Restricted Subsidiary shall be excluded to the extent
that the declaration or payment of dividends or similar distributions by that
Restricted Subsidiary of that Net Income is not at the date of determination
permitted without any prior governmental approval (that has not been obtained)
or, directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders, unless
such restriction with respect to the payments of dividends or similar
distributions has been waived (and when and to the extent such dividend or other
distribution is permitted, such income not previously recognized shall then be
recognized, in the period when such dividend or other distribution was permitted
and to the extent of such permission for purposes of calculation of Net Income
under Section 4.07 hereof but Net Income from prior periods will not be included
for any other purpose), (3) the Net Income or net loss of any Person acquired in
a pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded, (4) the cumulative effect of a change in
accounting principles shall be excluded, (5) the Net Income and net loss of any
Unrestricted Subsidiary shall be excluded, whether or not distributed to the
Company or one of its Restricted Subsidiaries, and (6) the product of (a) all
dividends, whether paid or accrued and whether or not in cash, on any series of
preferred stock or Disqualified Stock of such Person or any of its Restricted
Subsidiaries, times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and
local statutory tax rate of such Person, expressed as a decimal, in each case,
on a consolidated basis and in accordance with GAAP shall be deducted.

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

     "Consolidated Tangible Net Worth" means, with respect to any Person as of
any date, the sum of (1) the consolidated equity of the common stockholders of
such Person and its consolidated Restricted Subsidiaries as of such date, plus
(2) the respective amounts reported on such Person's balance sheet as of such
date with respect to any series of preferred stock (other than Disqualified
Stock) that by its terms is not entitled to the payment of dividends unless such
dividends may be declared and paid only out of net earnings in respect of the
year of such declaration and payment, but only to the extent of any cash
received by such Person upon issuance of such preferred stock, less (3) all
write-ups (other than write-ups resulting from foreign currency translations and
write-ups of tangible assets of a going concern business made within 12 months
after the acquisition of such business)
<PAGE>
                                      -6-


subsequent to the date of this Indenture in the book value of any asset owned by
such Person or a consolidated Restricted Subsidiary of such Person, except to
the extent the write-up is a reversal of a write-down or a previously recorded
reserve, less (4) all investments as of such date in Unrestricted Subsidiaries
and in Persons that are not Subsidiaries (except, in each case, Permitted
Investments, to the extent included in calculating the consolidated equity in
clause (1)), less (5) Intangible Assets reflected on the consolidated balance
sheet of such Person or a consolidated Restricted Subsidiary of such Person, all
of the foregoing determined in accordance with GAAP.

     "Construction Loan" means, a loan made for the purpose of financing the
construction and development of multifamily residential condominium projects or
commercial real estate projects.

     "Consultant" means a natural person who is a consultant hired by the
Company or a Restricted Subsidiary to perform services.

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who: (1) was a member of such Board of
Directors on the date of this Indenture, or (2) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination or election.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any time its corporate trust business shall be administered, which office at
the date hereof is located at 10161 Centurion Parkway, Jacksonville, Florida
32256, Attention: Corporate Trust Administration, or such other address as the
Trustee may designate from time to time by notice under Section 13.02, or the
principal corporate trust office of any successor Trustee (or such other address
as a successor Trustee may designate from time to time by notice under Section
13.02).

     "Credit Agreement" means that certain Credit Agreement, dated as of August
13, 2004, by and among the Company, Bank of America, N.A., and the other parties
named therein, providing for up to $750.0 million of borrowings, including any
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, modified,
renewed, refunded, replaced or refinanced from time to time.

     "Credit Facilities" means one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time (and whether or not with the original lender or lenders
and whether provided under the original Credit Facility or any other credit or
other agreement or indenture). Indebtedness under Credit Facilities outstanding
on the date on which Notes are first issued and authenticated under this
Indenture shall be deemed to have been incurred on such date in reliance on the
exception provided by clause (i) of the definition of Permitted Debt.

     "Custodian" means the Trustee, as custodian for the Depositary with respect
to the Notes in global form, or any successor entity thereto.

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

     "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A-1 hereto except that such Note shall
<PAGE>
                                      -7-


not bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

     "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

     "Designated Senior Debt" means (1) Indebtedness outstanding under the
Credit Agreement and (2) any other Senior Debt of the Company permitted under
this Indenture the principal amount of which is $25.0 million or more and that
has been designated by the Company as "Designated Senior Debt."

     "Developable Land" means all land of the Company and its Restricted
Subsidiaries (a) on which Units may be constructed or which may be utilized for
commercial, retail or industrial uses, in each case, under applicable laws and
regulations and (b) the intended use by the Company for which is permissible
under the applicable regional plan, development agreement or applicable zoning
ordinance.

     "Developed Land" means all Developable Land of the Company and its
Restricted Subsidiaries which is undergoing active development or is ready for
vertical construction.

     "Discontinued Operations" means with respect to the Company those
operations of the Company and its Subsidiaries which were classified as
"discontinued operations" of the Company and its Subsidiaries on a consolidated
basis in accordance with GAAP as of the date of determination.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the Holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature; provided that only the portion of Capital Stock
which so matures or is mandatorily redeemable or redeemable at the option of the
holder thereof prior to such date will be deemed to be Disqualified Stock;
provided that any Capital Stock that would constitute Disqualified Stock solely
because the holders thereof have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a Change of Control or an asset sale
shall not constitute Disqualified Stock if the terms of such Capital Stock
provide that the Company may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
Section 4.07 hereof.

     "EBITDA" means, with respect to any Person for any period, the Consolidated
Net Income of such Person for such period plus (1) provision for taxes based on
income or profits of such Person and its Subsidiaries for such period, to the
extent that such provision for taxes was deducted in computing such Consolidated
Net Income, plus (2) consolidated interest expense of such Person and its
Subsidiaries for such period, whether paid or accrued, whether expensed directly
or included as a component of cost of goods sold or allocated to Joint Ventures
(including, without limitation, amortization of debt issuance costs and original
issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments associated
with Capital Lease Obligations, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers' acceptance
financings, and net of the effect of all payments made or received pursuant to
Hedging Obligations), to the extent that any such expense was deducted in
computing such Consolidated Net Income, plus (3) depreciation, amortization
(including amortization of goodwill and other intangibles but excluding
amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash expenses (excluding any such non-cash expense to the extent that
it represents an accrual of or reserve for cash expenses in any future period or
amortization of a prepaid cash expense that was paid in a prior period
<PAGE>
                                      -8-


occurring after the date of this Indenture) of such Person and its Subsidiaries
for such period to the extent that such depreciation, amortization and other
non-cash expenses were deducted in computing such Consolidated Net Income, minus
(4) non-cash items increasing such Consolidated Net Income for such period,
other than the accrual of revenue in the ordinary course of business, in each
case, on a consolidated basis and determined in accordance with GAAP.

     Notwithstanding the preceding, the provision for taxes based on the income
or profits of, and the depreciation and amortization and other non-cash expenses
of, a Subsidiary of the Company shall be added to Consolidated Net Income to
compute EBITDA of the Company only to the extent that a corresponding amount
would be permitted at the date of determination to be dividended to the Company
by such Subsidiary without prior governmental approval (that has not been
obtained), and without direct or indirect restriction pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Subsidiary or
its stockholders.

     "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

     "Equity Offerings" means any public or private sale of common stock or
preferred stock (excluding Disqualified Stock).

     "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Exchange Notes" means the Series B Notes (as defined in the Registration
Rights Agreement) issued in the Exchange Offer pursuant to Section 2.06(f)
hereof.

     "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

     "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

     "Excluded Contributions" means the net cash proceeds received by the
Company after the Issue Date from (a) contributions to its equity capital other
than contributions from the issuance of Disqualified Stock or (b) the sale
(other than to a Restricted Subsidiary or to any Company, Restricted Subsidiary
or parent company management equity plan or stock option plan or any other
management or employee benefit plan or agreement) of Capital Stock (other than
Disqualified Stock) of the Company, in each case designated as Excluded
Contributions pursuant to an Officers' Certificate executed by the principal
executive officer and the principal financial officer of the Company on the date
such capital contributions are made or the date such Equity Interests are sold,
as the case may be, the cash proceeds of which are excluded from the calculation
set forth in paragraph (c) of Section 4.07 hereof.

     "Existing Indebtedness" means the aggregate principal amount of
Indebtedness of the Company and its Restricted Subsidiaries (other than
Indebtedness under the Credit Agreement) in existence on the date of the
Indenture.

     "Existing Indenture" means the Indenture, dated as of February 20, 2001, by
and among the Company, the Trustee and the guarantors named on the signature
pages thereto, as such Indenture may be amended, modified or supplemented from
time to time.
<PAGE>
                                      -9-


     "Existing Notes" means the Company's outstanding $350.0 million principal
amount of 10-5/8% Senior Subordinated Notes due 2011, outstanding $200.0 million
principal amount of 9-1/8% Senior Subordinated Notes due 2012, outstanding
$125.0 million principal amount of 4% Contingent Convertible Senior Subordinated
Notes due 2023 and outstanding $125.0 million principal amount of 7-7/8% Senior
Subordinated Notes due 2013.

     "Fair Market Value" means, with respect to any property or assets, the fair
market value thereof, as established by a responsible officer of the Company,
and, with respect to any property or asset the fair market value of which
exceeds $5.0 million, by an independent third party appraiser, accounting firm
or valuation firm with expertise in such valuation that is not affiliated with
the Company or any Subsidiary of the Company.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which were in effect on April 24, 2002.

     "Global Note Legend" means the legend set forth in Section 2.06(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

     "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes, substantially in the form of
Exhibit A hereto issued in accordance with Section 2.01, 2.02, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

     "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof), of all or any part of any Indebtedness.

     "Guarantors" means (1) each of the Company's Restricted Subsidiaries as of
the Issue Date that guarantees other Indebtedness of the Company and (2) any
other Restricted Subsidiary that executes a Note Guarantee in accordance with
the provisions of this Indenture, and their respective successors and assigns.

     "Hedging Obligations" means, with respect to any Person, the obligations of
such Person under (1) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements and (2) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates.

     "Holder" means a Person in whose name a Note is registered.

     "IAI Global Note" means the global Note substantially in the form of
Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold to Institutional Accredited
Investors.

     "Indebtedness" means, with respect to any Person and without duplication,
any indebtedness of such Person, whether or not contingent, in respect of
borrowed money or evidenced by bonds, notes, debentures or similar instruments
or letters of credit (or reimbursement agreements in respect thereof) or
banker's acceptances
<PAGE>
                                      -10-


or representing Capital Lease Obligations or the balance deferred and unpaid of
the purchase price of any property or representing any Hedging Obligations, if
and to the extent any of the foregoing (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, as well as all Indebtedness of others secured
by a Lien on any asset of such Person, subject, however, to the Fair Market
Value of the assets securing such Indebtedness (whether or not such Indebtedness
is assumed by such Person) and, to the extent not otherwise included, the
Guarantee by such Person of any indebtedness of any other Person; provided
Indebtedness shall not include Indebtedness that constitutes an accrued expense,
trade payables, customer deposits or deferred income taxes. The amount of any
Indebtedness outstanding as of any date shall be (1) the accreted value thereof,
in the case of any Indebtedness issued with original issue discount, and (2) the
principal amount thereof, together with any interest thereon that is more than
30 days past due, in the case of any other Indebtedness. Notwithstanding the
foregoing, Indebtedness shall not include: (1) Indebtedness which has been
defeased or discharged, (2) Indebtedness arising from the honoring by a bank or
other financial institution of a check, draft or similar instrument drawn
against insufficient funds in the ordinary course of business, provided that
such Indebtedness is extinguished within five Business Days of its incurrence or
(3) CDD Obligations, other than that portion of any CDD Obligations that is due
and payable at the time of determination.

     "Indenture" means this Indenture, as amended or supplemented from time to
time.

     "Independent Member" means, with respect to any board of directors of a
company, a member who is not an officer or employee of such company and is
otherwise "independent" as defined by the New York Stock Exchange's listing
requirements and, in connection with any transaction, a member of such board of
directors who is disinterested with respect to such transaction.

     "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

     "Initial Notes" means the first $200.0 million aggregate principal amount
of 6-5/8% Senior Subordinated Notes due 2015 issued under this Indenture on the
Issue Date.

     "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

     "Intangible Assets" means all unamortized debt discount and expense,
unamortized deferred charges, goodwill, patents, trademarks, service marks,
trade names, copyrights, write-ups of assets over their carrying value at the
date of this Indenture or the date of acquisition, if acquired subsequent
thereto, and all other items which would be treated as intangibles on the
consolidated balance sheet of such Person prepared in accordance with GAAP. For
purposes of this definition, deferred tax assets shall not be deemed to be
Intangible Assets.

     "Investment Grade" means: (1) with respect to S&P, any of the rating
categories from and including AAA to and including BBB-; and (2) with respect to
Moody's, any of the rating categories from and including Aaa to and including
Baa3.

     "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel loans and advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Company
such that, after
<PAGE>
                                      -11-


giving effect to any such sale or disposition, such Person is no longer a
Restricted Subsidiary of the Company, the Company shall be deemed to have made
an Investment on the date of any such sale or disposition equal to the fair
market value of the Equity Interests of such Subsidiary not sold or disposed of
in an amount determined as provided in the third paragraph of Section 4.07
hereof. The acquisition by the Company or any Restricted Subsidiary of the
Company of a Person that holds an Investment in a third Person shall be deemed
to be an Investment by the Company or such Restricted Subsidiary in such third
Person in an amount equal to the fair market value of the Investment held by the
acquired Person in such third Person in an amount determined as provided in the
third paragraph of Section 4.07 hereof. Notwithstanding the foregoing, the
following are not Investments: (i) Hedging Obligations entered into in the
ordinary course of business and in compliance with this Indenture; (ii)
endorsements of negotiable instruments and documents in the ordinary course of
business; and (iii) an acquisition of assets, Capital Stock or other securities
by the Company for consideration consisting exclusively of Equity Interests of
the Company (other than Disqualified Stock) and which Equity Interests are
excluded from the calculation set forth in Paragraph (c) of the first paragraph
of Section 4.07 hereof.

     "Issue Date" means March 10, 2005.

     "Joint Venture" means a corporation, partnership or other entity engaged in
one or more of the Permitted Businesses in which the Company or its Restricted
Subsidiaries does not have control but owns, directly or indirectly, at least
10% of the Equity Interests.

     "Land Bank Obligations" means all obligations of the Company and its
Restricted Subsidiaries reflected on its balance sheet as a liability in
accordance with GAAP with respect to land sold to a third party and as to which
the Company or any Restricted Subsidiary has an option to repurchase.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in The City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

     "Letter of Transmittal" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction
provided that in no event shall any operating lease be deemed a Lien).

     "Make-Whole Amount" means, in connection with any optional redemption of
any Note, the excess, if any, of: (i) the aggregate present value as of the date
of such redemption of each dollar of principal being redeemed and the amount of
interest (exclusive of interest accrued to the redemption date) that would have
been payable in respect of such dollar if such prepayment had not been made,
determined by discounting, on a semi-annual basis, such principal and interest
at the Treasury Rate (determined on the Business Day preceding the date of such
redemption) plus 0.50%, from the respective dates on which such principal and
interest would have been payable if such payment had not been made; over (ii)
the principal amount of the Note being redeemed.

     "Moody's" means Moody's Investors Service, Inc. and its successors.
<PAGE>
                                      -12-


     "Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, without duplication,
(1) any gain or loss, together with any related provision for taxes on such gain
or loss, realized in connection with the disposition of any Restricted
Investment by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted
Subsidiaries and (2) any extraordinary gain (but not loss), together with any
related provision for taxes on such extraordinary gain (but not loss).

     "Non-Recourse Financing" means Indebtedness incurred in connection with the
purchase, development or construction of personal or real property useful in the
Permitted Business as to which the lender upon default (1) may seek recourse or
payment against the Company or any Restricted Subsidiary only through the return
or sale of the property so purchased and (2) may not otherwise assert a valid
claim for payment on such Indebtedness against the Company or any Restricted
Subsidiary or any other property of the Company or any Restricted Subsidiary.

     "Non-U.S. Person" means a Person who is not a U.S. Person.

     "Note Guarantee" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

     "Notes" means the Initial Notes, the Exchange Notes and the Additional
Notes, if any, permitted to be issued in accordance with this Indenture.

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

     "Offering" means the offering of the Notes by the Company.

     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice-President of such Person.

     "Officers' Certificate" means a certificate signed by the Chief Executive
Officer, the President, the Chief Financial Officer, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
the Company and delivered to the Trustee.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

     "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

     "Permitted Business" means the business of the Company and its Subsidiaries
engaged in as of the date of this Indenture, including but not limited to,
planning, designing, engineering, development, construction, marketing, sale,
financing, management and operation of real estate including business and
commercial projects, office buildings, residential subdivisions, condominiums
and cooperatives (including low-, mid- and high-rise condominiums), villa
developments and single family residences, timeshares, related amenity
operations, which include golf clubs, marinas, tennis facilities, restaurants,
including leisure, hospitality (hotels) and health care
<PAGE>
                                      -13-


services, and any and all other businesses reasonably related thereto including,
but not limited to, pest control and security services. In addition, Permitted
Businesses shall include the operation of an amenities business and other real
estate services businesses, including but not limited to, title insurance,
property management, mortgage banking, insurance brokerage, E-commerce related
businesses and real estate brokerage.

     "Permitted Investments" means: (1) any Investment in the Company or in a
Restricted Subsidiary of the Company; (2) cash and any Investment in Cash
Equivalents; (3) any Investment by the Company or any Restricted Subsidiary of
the Company in a Person, if as a result of such Investment (a) such Person
becomes a Restricted Subsidiary of the Company or (b) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Restricted
Subsidiary of the Company; (4) any acquisition of assets solely in exchange for
the issuance of Equity Interests (other than Disqualified Stock) of the Company;
(5) stock, obligations or securities received in settlement of debts created in
the ordinary course of business and owing to the Company or any Restricted
Subsidiary or in satisfaction of judgments or pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of a
debtor; (6) Investments in existence on the Issue Date; (7) Investments made in
a simultaneous exchange for a prior Permitted Investment; (8) the fair market
value of any investment in securities or other assets not constituting cash or
Cash Equivalents received in connection with the sale of assets (a) where the
securities are secured by a first priority lien on the assets sold or (b) where
at least 25% of the consideration for such sale consists of cash or Cash
Equivalents and provided that no more than an aggregate amount of $10.0 million
of such securities may be outstanding at any one time under this clause 8(b);
and (9) other Investments in an aggregate amount not to exceed 2.5% of Total
Assets at any one time outstanding under this clause (9).

     "Permitted Junior Securities" of a Person means (1) Equity Interests in
such Person and (2) debt securities of such Person that are subordinated to all
Senior Debt (and any debt securities issued in exchange for Senior Debt) of such
Person to substantially the same extent as, or to a greater extent than, the
Notes are subordinated to Senior Debt of the Company.

     "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that: (1) the principal amount
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness
does not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of reasonable expenses incurred
in connection therewith); unless such excess would be permitted by Section 4.09
hereof; (2) such Permitted Refinancing Indebtedness has a final maturity date
later than the final maturity date of, and has a Weighted Average Life to
Maturity equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; (3) if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the Notes, such
Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of the indebtedness being extended, refinanced, renewed,
replaced, deferred or refunded, and is subordinated in right of payment to the
Notes on terms at least as favorable to the Holders of Notes as those contained
in the documentation governing the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; and (4) such Indebtedness is incurred
either by the Company or by the Subsidiary who is the obligor on the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded.

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

     "Principals" means Alfred Hoffman, Jr., Don E. Ackerman or any of their
affiliates.
<PAGE>
                                      -14-


     "Private Placement Legend" means the legend set forth in Section 2.06(g)(i)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

     "Rating Agency" means each of (1) S&P and (2) Moody's.

     "Receivables" means an amount owed with respect to completed sales of
housing units, lots, parcels and amenities services sold to an unaffiliated
purchaser.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of March 10, 2005, by and among the Company and the other parties named
on the signature pages thereof, as such agreement may be amended, modified or
supplemented from time to time and, with respect to any Additional Notes, one or
more registration rights agreements between the Company and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time
to time, relating to rights given by the Company to the purchasers of Additional
Notes to register such Additional Notes under the Securities Act.

     "Regulation S" means Regulation S promulgated under the Securities Act.

     "Regulation S Global Note" means a global Note in the form of Exhibit A-1
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of the Depositary and registered in the name of the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Notes initially sold in reliance on Rule 903 of
Regulation S.

     "Regulation S Permanent Global Note" means a permanent global Note in the
form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

     "Regulation S Temporary Global Note" means a temporary global Note in the
form of Exhibit A-2 hereto bearing the Private Placement Legend and deposited
with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of
the Notes initially sold in reliance on Rule 903 of Regulation S.

     "Related Party" with respect to any Principal means (A) any controlling
stockholder, 80% (or more) owned Subsidiary, or spouse or immediate family
member (in the case of an individual) of such Principal or (B) any trust,
corporation, partnership or other entity, the beneficiaries, stockholders,
partners, owners or Persons beneficially holding an 80% or more controlling
interest of which consist of such Principal and/or such other Persons referred
to in the immediately preceding clause (A).

     "Representative" means the Indenture trustee or other trustee, agent or
representative for any Senior Debt.

     "Responsible Officer," means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant treasurer, trust officer or any
other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.
<PAGE>
                                      -15-


     "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

     "Restricted Global Note" means a Global Note bearing the Private Placement
Legend.

     "Restricted Investment" means an Investment other than a Permitted
Investment.

     "Restricted Period" means the 40-day restricted period as defined in
Regulation S.

     "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

     "Rule 144" means Rule 144 promulgated under the Securities Act.

     "Rule 144A" means Rule 144A promulgated under the Securities Act.

     "Rule 903" means Rule 903 promulgated under the Securities Act.

     "Rule 904" means Rule 904 promulgated under the Securities Act.

     "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Senior Debt" of any Person means: (1) all Indebtedness of such Person
under Credit Facilities and all Hedging Obligations with respect thereto, (2)
any other Indebtedness of such Person permitted to be incurred under the terms
of this Indenture, unless the instrument under which such Indebtedness is
incurred expressly provides that it is on a parity with or subordinated in right
of payment to the Notes or the Note Guarantees, as the case may be, and (3) all
Obligations with respect to the foregoing.

     Notwithstanding anything to the contrary in the foregoing, Senior Debt will
not include: (a) any liability for federal, state, local or other taxes owed or
owing by such Person, (b) any Indebtedness of such Person to any of its
Subsidiaries or other Affiliates, (c) any trade payables, customer deposits,
reserves and accrued expenses, (d) any Indebtedness that is incurred in
violation of this Indenture, (e) Indebtedness represented by the Notes, the
Guarantees, the Exchange Notes or guarantees relating to the Exchange Notes, (f)
any CDD Obligations, other than that portion of CDD Obligations that is due and
payable at the time of determination and (g) the Existing Notes.

     "Senior Guarantee" means the Guarantees by the Guarantors of Obligations
under the Credit Agreement or other Senior Debt.

     "Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

     "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof except that the standard of significance will be 20% instead of 10%.
<PAGE>
                                      -16-


     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

     "Subordinated Indebtedness" means any Indebtedness which is expressly
subordinated in right of payment to any other Indebtedness; provided that
Subordinated Indebtedness shall not include debt which would otherwise be Senior
Debt but for a junior lien on assets of the Company or any of its Subsidiaries.

     "Subsidiary" means, with respect to any Person, (1) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (2) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof, except in each case
with respect to joint ventures when such Person or Subsidiary of such Person
does not exercise control of the joint venture).

     Notwithstanding the foregoing, the term "Subsidiary" shall not include any
entity referred to in (1) or (2) above to the extent the Company does not
consolidate its interest in any such entity in its consolidated financial
statements prepared in accordance with GAAP. Notwithstanding the immediately
preceding sentence, not-for-profit golf clubs and common interest realty
associations that do not guarantee our Credit Facilities are not Subsidiaries.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

     "Total Assets" means, as of any date, the total consolidated assets of the
Company and its Restricted Subsidiaries, as set forth on the Company's most
recently available internal consolidated balance sheet as of such date.

     "Treasury Rate" means, in connection with the calculation of any Make-Whole
Amount with respect to any Note, the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity, as
compiled by and published in the most recent Federal Reserve Statistical Release
H.15 (519) that has become publicly available at least two Business Days prior
to the redemption date (or, if such Statistical Release is no longer published,
any publicly available source or similar market data), equal to the then
remaining maturity of the Note being prepaid. If no maturity exactly corresponds
to such maturity, yields for the published maturities occurring prior to and
after such maturity most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the Treasury Rate
shall be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month.

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

     "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

     "Unit" means a residence, whether single or part of a multifamily building,
whether completed or under construction, held by the Company or any Restricted
Subsidiary for sale or rental in the ordinary course of business; provided that
the number of Units that are rental Units at the time of determination shall not
exceed 25%
<PAGE>
                                      -17-


of the total Units sold or rented by the Company and its Restricted Subsidiaries
during the immediately preceding twelve month period.

     "Unrestricted Cash" means all cash of the Company and its Restricted
Subsidiaries which is not allocated for an expenditure or distribution or held
as a deposit for a housing purchase contract or otherwise characterized as a
deposit.

     "Unrestricted Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.

     "Unrestricted Global Note" means a permanent global Note substantially in
the form of Exhibit A-1 attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

     "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a board resolution; but only to the extent that such
Subsidiary: (1) has no Indebtedness other than debt that is non-recourse to the
Company or any Restricted Subsidiary, except to the extent that any credit
support or guarantee by the Company or any Restricted Subsidiary may be incurred
as Indebtedness; (2) is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Company or such Restricted Subsidiary than those
that might be obtained at the time from Persons who are not Affiliates of the
Company; and (3) is a Person with respect to which neither the Company nor any
of its Restricted Subsidiaries has any direct or indirect obligation (a) to
subscribe for additional Equity Interests or (b) to maintain or preserve such
Person's financial condition or to cause such Person to achieve any specified
levels of operating results; unless the maximum amount of such obligation is
treated as a Restricted Investment and such Restricted Investment may be made at
the time of the giving of such obligation.

     "Valid Purchase Contract Proceeds" means valid purchase contracts for
condominium units which produce proceeds from sales (net of selling expenses and
contract deposits used for construction costs).

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the board of
directors of such Person.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing: (1) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (2) the then outstanding principal
amount of such Indebtedness.

     "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person or by such Person and one or more Wholly Owned
Restricted Subsidiaries of such Person.

1.02 Other Definitions.
<PAGE>
                                      -18-


<TABLE>
<CAPTION>
                                       Defined in
Term                                     Section
----                                   ----------
<S>                                    <C>
"Affiliate Transaction" ............       4.11
"Authentication Order" .............       2.02
"CDD Obligations" ..................       4.09
"Change of Control Offer" ..........       4.15
"Change of Control Payment" ........       4.15
"Change of Control Payment Date" ...       4.15
"Covenant Defeasance" ..............       8.03
"Event of Default" .................       6.01
"incur" ............................       4.09
"Investment Grade Rating Date" .....       4.10
"Legal Defeasance" .................       8.02
"Paying Agent" .....................       2.03
"Payment Blockage Notice" ..........      10.03
"Permitted Debt" ...................       4.09
"Registrar" ........................       2.03
"Restricted Payments" ..............       4.07
</TABLE>

1.03 Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Notes;

     "indenture security Holder" means a Holder of a Note;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and

     "obligor" on the Notes and the Note Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note
Guarantees, respectively.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings so assigned to them.

1.04 Rules of Construction.

     Unless the context otherwise requires:

     (a)  a term has the meaning assigned to it;

     (b) an accounting term not otherwise defined has the meaning assigned to it
in accordance with GAAP;

     (c)  "or" is not exclusive;
<PAGE>
                                      -19-


     (d) words in the singular include the plural, and in the plural include the
singular;

     (e) provisions apply to successive events and transactions; and

     (f) references to sections of or rules under the Securities Act shall be
deemed to include substitute, replacement of successor sections or rules adopted
by the SEC from time to time.

                                   ARTICLE II

                                    THE NOTES

2.01 Form and Dating.

     (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A-1 or A-2 hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

     The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

     (b) Global Notes. Notes issued in global form shall be substantially in the
form of Exhibit Exhibits A-1 or A-2 attached hereto (including the Global Note
Legend thereon and the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Notes issued in definitive form shall be substantially in the
form of Exhibit A-1 attached hereto (but without the Global Note Legend thereon
and without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

     (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its Corporate Trust Office, as
custodian for the Depositary, and registered in the name of the Depositary or
the nominee of the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The Restricted Period shall be terminated
upon the receipt by the Trustee of (i) a written certificate from the
Depositary, together with copies of certificates from Euroclear and Clearstream
certifying that they have received certification of non-United States beneficial
ownership of 100% of the aggregate principal amount of the Regulation S
Temporary Global Note (except to the extent of any beneficial owners thereof who
acquired an interest therein during the Restricted Period pursuant to another
exemption from registration under the Securities Act and who will take delivery
of a beneficial ownership interest in a 144A Global Note or an IAI Global Note
bearing a Private Placement Legend, all as
<PAGE>
                                      -20-


contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate
from the Company. Following the termination of the Restricted Period, beneficial
interests in the Regulation S Temporary Global Note shall be exchanged for
beneficial interests in Regulation S Permanent Global Notes pursuant to the
Applicable Procedures. Simultaneously with the authentication of Regulation S
Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary
Global Note. The aggregate principal amount of the Regulation S Temporary Global
Note and the Regulation S Permanent Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee, as the case may be, in connection with transfers of
interest as hereinafter provided.

2.02 Execution and Authentication.

     An Officer shall sign the Notes for the Company by manual or facsimile
signature.

     If an Officer whose signature is on a Note no longer holds that office at
the time a Note is authenticated, the Note shall nevertheless be valid.

     A Note shall not be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.

     The Trustee shall authenticate (i) Initial Notes for original issue in the
aggregate principal amount not to exceed $200,000,000, (ii) Additional Notes and
(iii) Exchange Notes (x) in exchange for a like principal amount of Initial
Notes or (y) in exchange for a like principal amount of Additional Notes in each
case upon a written order of the Company in the form of an Officers' Certificate
of the Company (an "Authentication Order"). Each such written order shall
specify the amount of Notes to be authenticated and the date on which the Notes
are to be authenticated, whether the Notes are to be Initial Notes, Exchange
Notes or Additional Notes and whether the Notes are to be issued as certificated
Notes or Global Notes or such other information as the Trustee may reasonably
request. In addition, with respect to authentication pursuant to clauses (ii) or
(iii) of the first sentence of this paragraph, the first such written order from
the Company shall be accompanied by an Opinion of Counsel of the Company in a
form reasonably satisfactory to the Trustee.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or the Company.

     The Trustee shall have the right to decline to authenticate and deliver any
Notes under this Indenture if the Trustee, being advised by counsel, determines
that such action may not lawfully be taken or if the Trustee in good faith shall
determine that such action would expose the Trustee to personal liability.

2.03 Registrar and Paying Agent.

     The Company shall maintain an office or agency where Notes may be presented
for registration of transfer or for exchange ("Registrar") and an office or
agency where Notes may be presented for payment ("Paying Agent"). The Registrar
shall keep a register of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company shall notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.
<PAGE>
                                      -21-


     The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

2.04 Paying Agent to Hold Money in Trust.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal,
premium or Additional Interest, if any, or interest on the Notes, and will
notify the Trustee of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay
all money held by it to the Trustee. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall
have no further liability for the money. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Notes.

2.05 Holder Lists.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

2.06 Transfer and Exchange.

     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee; provided that in no event shall
the Regulation S Temporary Global Note be exchanged by the Company for
Definitive Notes prior to (x) the expiration of the Restricted Period and (y)
the receipt by the Registrar of any certificates required pursuant to Rule
903(b)(3)(ii)(B) under the Securities Act. Upon the occurrence of either of the
preceding events in (i) or (ii) above, Definitive Notes shall be issued in such
names as the Depositary shall instruct the Trustee. Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.
<PAGE>
                                      -22-


     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

          (i) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided that prior
     to the expiration of the Restricted Period, transfers of beneficial
     interests in the Temporary Regulation S Global Note may not be made to a
     U.S. Person or for the account or benefit of a U.S. Person (other than an
     Initial Purchaser). Beneficial interests in any Unrestricted Global Note
     may be transferred to Persons who take delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note. No written orders or
     instructions shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.06(b)(i).

          (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(i) above, the transferor
     of such beneficial interest must deliver to the Registrar either (A) (1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in
     another Global Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) (1) a written order from a
     Participant or an Indirect Participant given to the Depositary in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be issued a Definitive Note in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given by the
     Depositary to the Registrar containing information regarding the Person in
     whose name such Definitive Note shall be registered to effect the transfer
     or exchange referred to in (1) above; provided that in no event shall
     Definitive Notes be issued upon the transfer or exchange of beneficial
     interests in the Regulation S Temporary Global Note prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates required pursuant to Rule 903 under the Securities Act.
     Upon consummation of an Exchange Offer by the Company in accordance with
     Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall
     be deemed to have been satisfied upon receipt by the Registrar of the
     instructions contained in the Letter of Transmittal delivered by the Holder
     of such beneficial interests in the Restricted Global Notes. Upon
     satisfaction of all of the requirements for transfer or exchange of
     beneficial interests in Global Notes contained in this Indenture and the
     Notes or otherwise applicable under the Securities Act, the Trustee shall
     adjust the principal amount of the relevant Global Note(s) pursuant to
     Section 2.06(h) hereof.

          (iii) Transfer of Beneficial Interests in a Restricted Global Note to
     Another Restricted Global Note. A beneficial interest in any Restricted
     Global Note may be transferred to a Person who takes delivery thereof in
     the form of a beneficial interest in another Restricted Global Note if the
     transfer complies with the requirements of Section 2.06(b)(ii) above and
     the Registrar receives the following:

               (A) if the transferee will take delivery in the form of a
          beneficial interest in the 144A Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof;
<PAGE>
                                      -23-


               (B) if the transferee will take delivery in the form of a
          beneficial interest in the Regulation S Temporary Global Note or the
          Regulation S Global Note, then the transferor must deliver a
          certificate in the form of Exhibit B hereto, including the
          certifications in item (2) thereof; and

               (C) if the transferee will take delivery in the form of a
          beneficial interest in the IAI Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications and certificates and Opinion of Counsel required by
          item (3) thereof, if applicable.

          (iv) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in the Unrestricted Global Note. A
     beneficial interest in any Restricted Global Note may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.06(b)(ii) above and:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of the beneficial interest to be transferred, in the
          case of an exchange, or the transferee, in the case of a transfer,
          certifies in the applicable Letter of Transmittal that it is not (1) a
          broker-dealer, (2) a Person participating in the distribution of the
          Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a beneficial interest in an Unrestricted Global
               Note, a certificate from such holder in the form of Exhibit C
               hereto, including the certifications in item (1)(a) thereof; or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an Unrestricted Global Note, a
               certificate from such holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.
<PAGE>
                                      -24-


          If any such transfer is effected pursuant to subparagraph (B) or (D)
     above at a time when an Unrestricted Global Note has not yet been issued,
     the Company shall issue and, upon receipt of an Authentication Order in
     accordance with Section 2.02 hereof, the Trustee shall authenticate one or
     more Unrestricted Global Notes in an aggregate principal amount equal to
     the aggregate principal amount of beneficial interests transferred pursuant
     to subparagraph (B) or (D) above.

          Beneficial interests in an Unrestricted Global Note cannot be
     exchanged for, or transferred to Persons who take delivery thereof in the
     form of, a beneficial interest in a Restricted Global Note.

     (c) Transfer or Exchange of Beneficial Interest in Global Notes for
Definitive Notes.

          (i) Beneficial Interests in Restricted Global Notes to Restricted
     Definitive Notes. If any holder of a beneficial interest in a Restricted
     Global Note proposes to exchange such beneficial interest for a Restricted
     Definitive Note or to transfer such beneficial interest to a Person who
     takes delivery thereof in the form of a Restricted Definitive Note, then,
     upon receipt by the Registrar of the following documentation:

               (A) if the holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for a
          Restricted Definitive Note, a certificate from such holder in the form
          of Exhibit C hereto, including the certifications in item (2)(a)
          thereof;

               (B) if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (1) thereof;

               (C) if such beneficial interest is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904 under the Securities Act, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (2)
          thereof;

               (D) if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance with Rule 144 under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (3)(a) thereof;

               (E) if such beneficial interest is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3) thereof, if
          applicable;

               (F) if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof; or

               (G) if such beneficial interest is being transferred pursuant to
          an effective registration statement under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof,

     the Trustee shall cause the aggregate principal amount of the applicable
     Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
     and the Company shall execute and the Trustee shall
<PAGE>
                                      -25-


     authenticate and deliver to the Person designated in the instructions a
     Definitive Note in the appropriate principal amount. Any Definitive Note
     issued in exchange for a beneficial interest in a Restricted Global Note
     pursuant to this Section 2.06(c) shall be registered in such name or names
     and in such authorized denomination or denominations as the holder of such
     beneficial interest shall instruct the Registrar through instructions from
     the Depositary and the Participant or Indirect Participant. The Trustee
     shall deliver such Definitive Notes to the Persons in whose names such
     Notes are so registered. Any Definitive Note issued in exchange for a
     beneficial interest in a Restricted Global Note pursuant to this Section
     2.06(c)(i) shall bear the Private Placement Legend and shall be subject to
     all restrictions on transfer contained therein.

          (ii) Beneficial Interests in Regulation S Temporary Global Note to
     Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a
     beneficial interest in the Regulation S Temporary Global Note may not be
     exchanged for a Definitive Note or transferred to a Person who takes
     delivery thereof in the form of a Definitive Note prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
     Securities Act, except in the case of a transfer pursuant to an exemption
     from the registration requirements of the Securities Act other than Rule
     903 or Rule 904.

          (iii) Beneficial Interests in Restricted Global Notes to Unrestricted
     Definitive Notes. A holder of a beneficial interest in a Restricted Global
     Note may exchange such beneficial interest for an Unrestricted Definitive
     Note or may transfer such beneficial interest to a Person who takes
     delivery thereof in the form of an Unrestricted Definitive Note only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the applicable Letter of Transmittal that it is not (1) a
          broker-dealer, (2) a Person participating in the distribution of the
          Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Definitive Note that does not bear the Private
               Placement Legend, a certificate from such holder in the form of
               Exhibit C hereto, including the certifications in item (1)(b)
               thereof; or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a Definitive Note that does not bear the Private Placement
               Legend, a certificate from such holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;
<PAGE>
                                      -26-


          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted
     Definitive Notes. If any holder of a beneficial interest in an Unrestricted
     Global Note proposes to exchange such beneficial interest for a Definitive
     Note or to transfer such beneficial interest to a Person who takes delivery
     thereof in the form of a Definitive Note, then, upon satisfaction of the
     conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause
     the aggregate principal amount of the applicable Global Note to be reduced
     accordingly pursuant to Section 2.06(h) hereof, and the Company shall
     execute and the Trustee shall authenticate and deliver to the Person
     designated in the instructions a Definitive Note in the appropriate
     principal amount. Any Definitive Note issued in exchange for a beneficial
     interest pursuant to this Section 2.06(c)(iv) shall be registered in such
     name or names and in such authorized denomination or denominations as the
     holder of such beneficial interest shall instruct the Registrar through
     instructions from the Depositary and the Participant or Indirect
     Participant. The Trustee shall deliver such Definitive Notes to the Persons
     in whose names such Notes are so registered. Any Definitive Note issued in
     exchange for a beneficial interest pursuant to this Section 2.06(c)(iv)
     shall not bear the Private Placement Legend.

     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests in
Global Notes.

          (i) Restricted Definitive Notes to Beneficial Interests in Restricted
     Global Notes. If any Holder of a Restricted Definitive Note proposes to
     exchange such Note for a beneficial interest in a Restricted Global Note or
     to transfer such Restricted Definitive Notes to a Person who takes delivery
     thereof in the form of a beneficial interest in a Restricted Global Note,
     then, upon receipt by the Registrar of the following documentation:

               (A) if the Holder of such Restricted Definitive Note proposes to
          exchange such Note for a beneficial interest in a Restricted Global
          Note, a certificate from such Holder in the form of Exhibit C hereto,
          including the certifications in item (2)(b) thereof;

               (B) if such Restricted Definitive Note is being transferred to a
          QIB in accordance with Rule 144A under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (1) thereof;

               (C) if such Restricted Definitive Note is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904 under the Securities Act, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (2)
          thereof;

               (D) if such Restricted Definitive Note is being transferred
          pursuant to an exemption from the registration requirements of the
          Securities Act in accordance with Rule 144 under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(a) thereof;

               (E) if such Restricted Definitive Note is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
<PAGE>
                                      -27-


          effect set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3) thereof, if
          applicable;

               (F) if such Restricted Definitive Note is being transferred to
          the Company or any of its Subsidiaries, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications in item
          (3)(b) thereof; or

               (G) if such Restricted Definitive Note is being transferred
          pursuant to an effective registration statement under the Securities
          Act, a certificate to the effect set forth in Exhibit B hereto,
          including the certifications in item (3)(c) thereof,

     the Trustee shall cancel the Restricted Definitive Note, increase or cause
     to be increased the aggregate principal amount of, in the case of clause
     (A) above, the appropriate Restricted Global Note, in the case of clause
     (B) above, the 144A Global Note, in the case of clause (C) above, the
     Regulation S Global Note, and in all other cases, the IAI Global Note.

          (ii) Restricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Restricted Definitive Note to a Person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global Note
     only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a broker-dealer, (2) a Person participating in the
          distribution of the Exchange Notes or (3) a Person who is an affiliate
          (as defined in Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the Holder of such Definitive Notes proposes to
               exchange such Notes for a beneficial interest in the Unrestricted
               Global Note, a certificate from such Holder in the form of
               Exhibit C hereto, including the certifications in item (1)(c)
               thereof; or

                    (2) if the Holder of such Definitive Notes proposes to
               transfer such Notes to a Person who shall take delivery thereof
               in the form of a beneficial interest in the Unrestricted Global
               Note, a certificate from such Holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.
<PAGE>
                                      -28-


          Upon satisfaction of the conditions of any of the subparagraphs in
     this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
     increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

          (iii) Unrestricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Definitive Notes to a Person who takes delivery thereof in
     the form of a beneficial interest in an Unrestricted Global Note at any
     time. Upon receipt of a request for such an exchange or transfer, the
     Trustee shall cancel the applicable Unrestricted Definitive Note and
     increase or cause to be increased the aggregate principal amount of one of
     the Unrestricted Global Notes.

          If any such exchange or transfer from a Definitive Note to a
     beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
     or (iii) above at a time when an Unrestricted Global Note has not yet been
     issued, the Company shall issue and, upon receipt of an Authentication
     Order in accordance with Section 2.02 hereof, the Trustee shall
     authenticate one or more Unrestricted Global Notes in an aggregate
     principal amount equal to the principal amount of Definitive Notes so
     transferred.

     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

          (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
     Restricted Definitive Note may be transferred to and registered in the name
     of Persons who take delivery thereof in the form of a Restricted Definitive
     Note if the Registrar receives the following:

               (A) if the transfer will be made pursuant to Rule 144A under the
          Securities Act, then the transferor must deliver a certificate in the
          form of Exhibit B hereto, including the certifications in item (1)
          thereof;

               (B) if the transfer will be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications in item (2) thereof;
          and

               (C) if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications, certificates and Opinion of Counsel
          required by item (3) thereof, if applicable.

          (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
     Restricted Definitive Note may be exchanged by the Holder thereof for an
     Unrestricted Definitive Note or transferred to a Person or Persons who take
     delivery thereof in the form of an Unrestricted Definitive Note if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it
<PAGE>
                                      -29-


          is not (1) a broker-dealer, (2) a Person participating in the
          distribution of the Exchange Notes or (3) a Person who is an affiliate
          (as defined in Rule 144) of the Company;

               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C) any such transfer is effected by a Broker-Dealer pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the Holder of such Restricted Definitive Notes
               proposes to exchange such Notes for an Unrestricted Definitive
               Note, a certificate from such Holder in the form of Exhibit C
               hereto, including the certifications in item (1)(d) thereof; or

                    (2) if the Holder of such Restricted Definitive Notes
               proposes to transfer such Notes to a Person who shall take
               delivery thereof in the form of an Unrestricted Definitive Note,
               a certificate from such Holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests, an Opinion of Counsel in form reasonably
          acceptable to the Company to the effect that such exchange or transfer
          is in compliance with the Securities Act and that the restrictions on
          transfer contained herein and in the Private Placement Legend are no
          longer required in order to maintain compliance with the Securities
          Act.

          (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
     A Holder of Unrestricted Definitive Notes may transfer such Notes to a
     Person who takes delivery thereof in the form of an Unrestricted Definitive
     Note. Upon receipt of a request to register such a transfer, the Registrar
     shall register the Unrestricted Definitive Notes pursuant to the
     instructions from the Holder thereof.

     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Company shall issue and, upon
receipt of an Authentication Order in accordance with Section 2.02, the Trustee
shall authenticate (i) one or more Unrestricted Global Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Notes tendered for acceptance by Persons that certify in
the applicable Letters of Transmittal that (x) they are not broker-dealers, (y)
they are not participating in a distribution of the Exchange Notes and (z) they
are not affiliates (as defined in Rule 144) of the Company, and accepted for
exchange in the Exchange Offer and (ii) Definitive Notes in an aggregate
principal amount equal to the principal amount of the Restricted Definitive
Notes accepted for exchange in the Exchange Offer. Concurrently with the
issuance of such Notes, the Trustee shall cause the aggregate principal amount
of the applicable Restricted Global Notes to be reduced accordingly, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

     (g) Legends. The following legends shall appear on the face of all Global
Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.

          (i) Private Placement Legend.
<PAGE>
                                      -30-


               (A) Except as permitted by subparagraph (B) below, each Global
          Note and each Definitive Note (and all Notes issued in exchange
          therefor or substitution thereof) shall bear the legend in
          substantially the following form:

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THE NOTE
EVIDENCED HEREBY IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN
TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
ACCREDITED INVESTOR (AS DEFINED IN RULE 501 (a) (1), (2), (3) or (7) UNDER THE
SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS
BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR
THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL
ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR,
THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT."

               (B) Notwithstanding the foregoing, any Global Note or Definitive
          Note issued pursuant to subparagraphs (c)(iii), (c)(iv), (d)(ii),
          (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.06 (and all Notes
          issued in exchange therefor or substitution thereof) shall not bear
          the Private Placement Legend.

          (ii) Global Note Legend. Each Global Note shall bear a legend in
     substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THIS INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THIS INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THIS
INDENTURE, (III) THIS
<PAGE>
                                      -31-


GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THIS INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY."

          (iii) Regulation S Temporary Global Note Legend. The Regulation S
     Temporary Global Note shall bear a legend in substantially the following
     form:

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THIS INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON."

     (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

     (i) General Provisions Relating to Transfers and Exchanges.

          (i) To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate Global Notes and
     Definitive Notes upon the Company's order or at the Registrar's request.

          (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.10, 3.06, 4.15 and 9.05 hereof).

          (iii) The Registrar shall not be required to register the transfer of
     or exchange any Note selected for redemption in whole or in part, except
     the unredeemed portion of any Note being redeemed in part.

          (iv) All Global Notes and Definitive Notes issued upon any
     registration of transfer or exchange of Global Notes or Definitive Notes
     shall be the valid obligations of the Company, evidencing the same debt,
     and entitled to the same benefits under this Indenture, as the Global Notes
     or Definitive Notes surrendered upon such registration of transfer or
     exchange.

          (v) The Company shall not be required (A) to issue, to register the
     transfer of or to exchange any Notes during a period beginning at the
     opening of business 15 days before the day of any selection of Notes for
     redemption under Section 3.02 hereof and ending at the close of business on
     the
<PAGE>
                                      -32-


     day of selection, (B) to register the transfer of or to exchange any Note
     so selected for redemption in whole or in part, except the unredeemed
     portion of any Note being redeemed in part or (C) to register the transfer
     of or to exchange a Note between a record date and the next succeeding
     Interest Payment Date.

          (vi) Prior to due presentment for the registration of a transfer of
     any Note, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name any Note is registered as the absolute owner of such
     Note for the purpose of receiving payment of principal of and interest on
     such Notes and for all other purposes, and none of the Trustee, any Agent
     or the Company shall be affected by notice to the contrary.

          (vii) The Trustee shall authenticate Global Notes and Definitive Notes
     in accordance with the provisions of Section 2.02 hereof.

          (viii) All certifications, certificates and Opinions of Counsel
     required to be submitted to the Registrar pursuant to this Section 2.06 to
     effect a registration of transfer or exchange may be submitted by
     facsimile.

          (ix) Each Holder agrees to indemnify the Company and the Trustee
     against any liability that may result from the transfer, exchange or
     assignment by such Holder of such Holder's Note in violation of any
     provision of this Indenture and/or applicable Unites States Federal or
     state securities law.

          (x) The Trustee shall have no obligation or duty to monitor, determine
     or inquire as to compliance with any restrictions on transfer imposed under
     this Indenture or under applicable law with respect to any transfer of any
     interest in any Note (including any transfers between or among Depositary
     Participants or beneficial owners of interests in any Global Note) other
     than to require delivery of such certificates and other documentation or
     evidence as are expressly required by, and to do so if and when expressly
     required by the terms of, this Indenture, and to examine the same to
     determine substantial compliance as to form with the express requirements
     hereof.

2.07 Replacement Notes.

     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. An indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced. The Company may charge for its
expenses in replacing a Note.

     Every replacement Note is an additional obligation of the Company and shall
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.

2.08 Outstanding Notes.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof.
<PAGE>
                                      -33-


     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

     If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes shall
be deemed to be no longer outstanding and shall cease to accrue interest.

2.09 Treasury Notes.

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes as to which a Responsible Officer of the Trustee has actual knowledge
are so owned shall be so disregarded.

2.10 Temporary Notes.

     Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

     Holders of temporary Notes shall be entitled to all of the benefits of this
Indenture.

2.11 Cancellation.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes in accordance with its procedures for the disposition of canceled
securities in effect as of the date of such disposition (subject to the record
retention requirement of the Exchange Act). Certification of the disposition of
all canceled Notes shall be delivered to the Company. The Company may not issue
new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.

2.12 Defaulted Interest.

     If the Company defaults in a payment of interest on the Notes, it shall pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail
<PAGE>
                                      -34-


or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

2.13 CUSIP Numbers.

     The Company in issuing the Notes may use "CUSIP" numbers (if then generally
in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                   ARTICLE III

                            REDEMPTION AND PREPAYMENT

3.01 Notices to Trustee.

     If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed and (iv) the redemption price.

3.02 Selection of Notes to Be Redeemed.

     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders of the Notes in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

     The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

3.03 Notice of Redemption.

     At least 30 days but not more than 60 days before a redemption date, the
Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address.

     The notice shall identify the Notes (including the CUSIP number, if any) to
be redeemed and shall state:
<PAGE>
                                      -35-


     (a) the redemption date;

     (b) the redemption price;

     (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

     (d) the name and address of the Paying Agent;

     (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     (f) that, unless the Company defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

     (g) the paragraph of the Notes and/or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed; and

     (h) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Notes.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided that the Company shall have
delivered to the Trustee, at least 15 days prior to the date of the mailing of
such notice, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

3.04 Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.

3.05 Deposit of Redemption Price.

     One Business Day prior to the redemption date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption
price of and accrued interest on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all
Notes to be redeemed.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.
<PAGE>
                                      -36-


3.06 Notes Redeemed in Part.

     Upon surrender of a Note that is redeemed in part, the Company shall issue
and, upon the Company's written request, the Trustee shall authenticate for the
Holder at the expense of the Company a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

3.07 Optional Redemption.

     (a) Except as set forth in clauses (b) and (c) of this Section 3.07, the
Company shall not have the option to redeem the Notes pursuant to this Section
3.07 prior to March 15, 2010. On or after March 15, 2010, the Company shall have
the option to redeem the Notes, in whole or in part, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Additional Interest, if any, thereon, to the applicable
redemption date, if redeemed during the twelve-month period beginning on March
15 of the years indicated below:

<TABLE>
<CAPTION>
Year                      Percentage
----                      ----------
<S>                       <C>
2010 ..................    103.313%
2011 ..................    102.208%
2012 ..................    101.104%
2013 and thereafter ...    100.000%
</TABLE>

     (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at
any time on or prior to March 15, 2008, the Company may on one or more occasions
redeem up to an aggregate of 35% of the aggregate principal amount of Notes
issued under this Indenture at a redemption price equal to 106.625% of the
principal amount thereof plus accrued and unpaid interest and Additional
Interest thereon, if any, to the redemption date, with the net cash proceeds of
one or more Equity Offerings of the Company, to the extent the net cash proceeds
thereof are contributed to the Company as a capital contribution to the common
equity of the Company; provided that at least 65% of the aggregate principal
amount of the Notes issued under this Indenture remains outstanding immediately
after the occurrence of such redemption and that such redemption occurs within
90 days of the date of the closing of such Equity Offering.

     (c) Notwithstanding the provisions of clauses (a) and (b) of this Section
3.07, prior to March 15, 2010, the Notes will be redeemable, in whole, at any
time, or in part, from time to time, at the option of the Company upon not less
than 30 nor more than 60 days' notice at a redemption price equal to the sum of:
(1) 100% of the principal amount thereof, plus accrued and unpaid interest
thereon to the redemption date, if any; plus (2) the Make-Whole Amount.

     (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Section 3.01 through 3.06 hereof.

3.08 Mandatory Redemption.

     The Company shall not be required to make mandatory redemption or sinking
fund payments with respect to the Notes.
<PAGE>
                                      -37-


                                   ARTICLE IV

                                    COVENANTS

4.01 Payment of Notes.

     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 12:00 noon Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Company shall pay all
Additional Interest, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

     The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

4.02 Maintenance of Office or Agency.

     The Company shall maintain in the Borough of Manhattan, The City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

     The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided that no
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York for such purposes. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03.

4.03 Reports.

     (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall furnish to the Holders of
Notes within the time periods specified in the SEC's rules and regulations (i)
all quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Company and its
Subsidiaries were required to file such forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" that
describes the financial condition and results of operations of the Company and
its consolidated Subsidiaries and,
<PAGE>
                                      -38-


with respect to the annual information only, a report thereon by the Company's
certified independent accountants and (ii) all current reports that would be
required to be filed with the SEC on Form 8-K if the Company and its
Subsidiaries were required to file such reports. In addition, following
consummation of the Exchange Offer, whether or not required by the rules and
regulations of the SEC, the Company shall file a copy of all such information
and reports with the SEC for public availability within the time periods
specified in the SEC's rules and regulations (unless the SEC will not accept
such a filing) and make such information available to securities analysts and
prospective investors upon request if not then publicly available. The Company
shall at all times comply with TIA Section 314(a). Delivery by the Company of
reports, information and documents to the Trustee pursuant to TIA Section 314(a)
shall be for informational purposes only and the Trustee's receipt of such shall
not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

     (b) For so long as any Notes remain outstanding, the Company and the
Guarantors shall furnish to the Holders and to prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

     (c) Notwithstanding the foregoing, such requirements shall be deemed
satisfied prior to the commencement of the Exchange Offer or the effectiveness
of the Shelf Registration Statement by the filing with the SEC of the
registration statement relating to the exchange offer and/or the Shelf
Registration Statement, and any amendments thereto, of the Securities; provided
that any such Registration Statement is filed within the time periods specified
in the Registration Rights Agreement.

4.04 Compliance Certificate.

     (a) The Company shall deliver to the Trustee, within 100 days after the end
of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

     (c) The Company shall, so long as any of the Notes are outstanding, deliver
to the Trustee, as soon as possible, and in any event within five days after any
Officer becomes aware of any Default or Event of
<PAGE>
                                      -39-


Default, an Officers' Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.

4.05 Taxes.

     The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

4.06 Stay, Extension and Usury Laws.

     The Company and each of the Guarantors covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

4.07 Restricted Payments.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Company or
any of its Restricted Subsidiaries) (other than dividends or distributions
payable in Equity Interests of the Company (other than Disqualified Stock) or
dividends or distributions to the Company or a Restricted Subsidiary of the
Company); (ii) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or consolidation
involving the Company) any Equity Interests of the Company or any direct or
indirect parent of the Company (other than any such Equity Interests owned by
the Company, a Wholly Owned Restricted Subsidiary or any Guarantor); (iii) make
any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Indebtedness that is subordinated to the Notes
or the Note Guarantees, except payments of interest or a payment of principal at
Stated Maturity (other than Indebtedness permitted under clause (vi) of the
second paragraph of Section 4.09 hereof); or (iv) make any Restricted
Investment, (all such payments and other actions set forth in clauses (i)
through (iv) above being collectively referred to as "Restricted Payments"),
unless, at the time of and after giving effect to such Restricted Payment:

     (a) no Default or Event of Default shall have occurred and be continuing or
would occur as a consequence thereof;

     (b) the Company would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made at
the beginning of the applicable four-quarter period, have been permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Consolidated
Coverage Ratio test or the Consolidated Indebtedness to Consolidated Tangible
Net Worth ratio test set forth in the first paragraph of Section 4.09 hereof;
and

     (c) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Restricted Subsidiaries
after the date of this Indenture plus all Restricted Payments made since
February 20, 2001 until the date of this Indenture that constituted Restricted
Payments under the
<PAGE>
                                      -40-


terms of the indentures relating to the Existing Notes (excluding Restricted
Payments permitted by clauses (ii), (iii), (iv), (v), (vii), (ix), (x), (xi) and
(xii) of the next succeeding paragraph (or, with respect to Restricted Payments
made since February 20, 2001 and prior to the date of this Indenture, Restricted
Payments (as defined in the Existing Indenture) permitted by clauses (ii),
(iii), (iv), (v), (vii), (viii), (x), (xii), (xiii) and (xiv) of Section 4.07 of
the Existing Indenture)), is less than the sum, without duplication, of

          (i) 50% of the Consolidated Net Income After Grossed Up Preferred
     Stock Dividends of the Company for the period (taken as one accounting
     period) from December 31, 2000 to the end of the Company's most recently
     ended fiscal quarter for which internal financial statements are available
     at the time of such Restricted Payment (or, if such Consolidated Net Income
     for such period is a deficit, less 100% of such deficit), plus

          (ii) 100% of the aggregate net cash proceeds and the Fair Market Value
     as determined by an independent third party appraiser, accounting firm or
     valuation firm not affiliated with the Company of real property or
     securities constituting a controlling interest in any Person received by
     the Company since February 20, 2001 as a contribution to its common equity
     capital or from the issue or sale of Equity Interests of the Company (other
     than Disqualified Stock) or from the issue or sale (other than to a
     Restricted Subsidiary of the Company) of convertible or exchangeable
     Disqualified Stock or convertible or exchangeable debt securities of the
     Company that have been converted into or exchanged for such Equity
     Interests (other than Disqualified Stock), plus

          (iii) to the extent that any Restricted Investment, in whole or in
     part, is sold or otherwise liquidated or repaid, redeemed or repurchased
     (or was sold or otherwise liquidated or repaid, redeemed, or repurchased
     since February 20, 2001 to the date of this Indenture), the sum of (A) 100%
     of such cash proceeds and the Fair Market Value of other assets that do not
     otherwise constitute a Restricted Investment (net of the cost of
     disposition or sale, if any, and tax liabilities arising from such
     transaction) up to the aggregate amount invested in such Restricted
     Investment outstanding at such time plus (B) 50% of such cash proceeds and
     the Fair Market Value of other assets that do not otherwise constitute a
     Restricted Investment in excess of the aggregate amount invested in such
     Restricted Investment, in each case, to the extent not otherwise included
     in Consolidated Net Income of the Company for such period, plus

          (iv) 50% of the amount received from any cash dividends, cash
     distributions, cash interest or other cash payments received by the Company
     or a Guarantor since February 20, 2001 from any Restricted Investment, to
     the extent that such dividends or cash distributions were not otherwise
     included in Consolidated Net Income of the Company for such period or in
     clause (iii) above and excluding any such payments to pay obligations and
     expenses of Restricted Investments such as income taxes which were not paid
     prior to February 20, 2001, plus

          (v) to the extent that any Unrestricted Subsidiary of the Company is
     redesignated as a Restricted Subsidiary after the date of this Indenture
     (or was redesignated as a Restricted Subsidiary since February 20, 2001 and
     prior to the date of this Indenture), the Fair Market Value of the
     Company's Investment in such Unrestricted Subsidiary as of the date of such
     redesignation, plus

          (vi) 100% of the reduction or release since February 20, 2001 of
     Indebtedness under Guarantees of the Company or any Restricted Subsidiary
     which are Restricted Investments, to the extent that such reduction or
     release is not due to any payment under such Guarantee, plus

          (vii) $25.0 million.
<PAGE>
                                      -41-


     The preceding provisions shall not prohibit: (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at date of
declaration, such payment would have complied with the provisions of this
Indenture; (ii) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness of the Company or any Guarantor or
of any Equity Interests of the Company in exchange for, or out of the net cash
proceeds of the substantially concurrent sale, issuance of or contribution for,
(other than to a Restricted Subsidiary of the Company), Equity Interests of the
Company (other than Disqualified Stock); provided that the amount of any such
net cash proceeds that are utilized for any such payment, redemption,
repurchase, retirement, defeasance, other acquisition or dividend or
distribution shall be excluded from clause (c) of the preceding paragraph; (iii)
so long as no Default or Event of Default has occurred and is continuing or
would be caused thereby, the defeasance, redemption, repurchase or other
acquisition of subordinated Indebtedness with the net cash proceeds from an
incurrence of Permitted Refinancing Indebtedness; (iv) so long as no Default or
Event of Default has occurred and is continuing or would be caused thereby, the
payment of any dividend or distribution by a Restricted Subsidiary of the
Company to the holders of its common Equity Interests on a pro rata basis; (v)
so long as no Default or Event of Default has occurred and is continuing or
would be caused thereby, the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Company or any Restricted
Subsidiary of the Company held by any present, former or future employee,
director or Consultant of the Company's (or any of its Restricted Subsidiaries
or any parent of the Company) pursuant to any management equity subscription
agreement or stock option agreement in effect as of the date of this Indenture
or any other similar agreement; provided that the aggregate price paid for all
such repurchased, redeemed, acquired or retired Equity Interests shall not
exceed $4.0 million in any twelve-month period (with unused amounts in any
calendar year being carried over to succeeding calendar years subject to a
maximum (without giving effect to the following proviso) of $8.0 million in any
calendar year); provided that such amount in any calendar year may be increased
by an amount not to exceed (A) the cash proceeds from the sale of Equity
Interests of the Company, any parent of the Company or any of its Restricted
Subsidiaries to present, former or future directors, Consultants or employees of
the Company, its Restricted Subsidiaries or any parent of the Company that
occurred since February 20, 2001 (to the extent the cash proceeds from the sale
of such Equity Interest have not otherwise been included in clause (c) of the
immediately preceding paragraph), plus (B) the cash proceeds of key man life
insurance policies received by the Company, its Restricted Subsidiaries or any
parent of the Company since February 20, 2001; and provided that cancellation of
Indebtedness owing to the Company from present, former or future directors,
Consultants, or employees of the Company, any of its Restricted Subsidiaries or
any parent of the Company the proceeds of which were used solely to purchase
Equity Interests of the Company will not be deemed to constitute a Restricted
Payment so long as the value of such Equity Interests issued did not increase
clause (c) of the preceding paragraph; (vi) so long as no Default or Event of
Default has occurred and is continuing or would be caused thereby, Restricted
Investments made after the date of this Indenture having an aggregate Fair
Market Value, taken together with all other Investments made pursuant to this
clause (vi) and, without duplication, Investments made pursuant to the this
clause (vi) and, without duplication, Investments made pursuant to the
comparable clause of the indentures relating to the Existing Notes that are at
that time outstanding (without giving effect to any write-up, write-off or
write-down), not to exceed 5% of the Company's Consolidated Tangible Assets as
of the end of the fiscal quarter most recently completed (with Fair Market Value
of each Investment being measured at the time made and without giving effect to
subsequent changes in value); (vii) repurchases of Equity Interests deemed to
occur upon exercise of stock options if such Equity Interests represent a
portion of the exercise price of such options; (viii) so long as no Default or
Event of Default has occurred and is continuing or would be caused thereby, the
payment of dividends on the Company's Capital Stock of up to 6% per annum of the
net proceeds received by the Company in its March, 2002 initial public offering;
(ix) Investments in Unrestricted Subsidiaries that are made with Excluded
Contributions; (x) non-cash Investments in Unrestricted Subsidiaries in the form
of administrative, financial, accounting, management, or other similar services
(together with a non-cash allocation of corporate overhead), in each case in the
ordinary course of business; (xi) so long as no Default or Event of Default has
occurred and is continuing or would be caused thereby, the payment of dividends
on Disqualified Stock which is issued in accordance with Section 4.09 hereof;
and (xii) transactions contemplated by the offering memorandum dated March 3,
2005 in connection with the issuance of the Notes under the caption "Use of
Proceeds".
<PAGE>
                                      -42-


     The amount of all Restricted Payments (other than cash) shall be the Fair
Market Value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued to or by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment; provided
that, notwithstanding the other provisions of this Indenture, with respect to
this covenant, an MAI appraiser, accounting firm or valuation firm with
experience in such valuation and not affiliated with the Company shall be
required if the fair market value of such Restricted Payment or Restricted
Payments for any series of transactions exceeds $20.0 million. At least
quarterly, the Company shall deliver to the Trustee an Officers' Certificate
stating that all Restricted Payments during such quarter were permitted and
setting forth the basis upon which the calculations required by this Section
4.07 were computed, together with a copy of any fairness opinion or appraisal
required by this Indenture.

     If a Guarantee constituted a Restricted Investment at the time made, then
the payment under such Guarantee shall not constitute an additional Restricted
Investment.

     The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default or an
Event of Default. In the event of any such designation, all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary so designated shall be deemed to be an Investment made as of the time
of such designation and shall reduce the amount available for Restricted
Payments under the first paragraph of this Section 4.07 or Permitted
Investments, as applicable. All such outstanding Investments shall be deemed to
constitute Restricted Investments in an amount equal to the fair market value of
such Investments at the time of such designation. Such designation shall only be
permitted if such Restricted Payment would be permitted at such time and if such
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary
to be a Restricted Subsidiary if such redesignation would not cause a Default or
an Event of Default.

     Any such designation by the Board of Directors shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the board resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing conditions and was permitted by
this Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to
meet the definition of an Unrestricted Subsidiary, it shall thereafter cease to
be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date (and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09 hereof, the Company
shall be in default of Section 4.09 hereof). The Board of Directors of the
Company may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation shall be deemed to be an incurrence
of Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if (a) such Indebtedness is permitted under Section 4.09 hereof,
calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period, and (b) no Default or Event of
Default would be in existence following such designation.

4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to: (i) pay dividends or make any other distributions on
its Capital Stock to the Company or any of its Restricted Subsidiaries or with
respect to any other interest or participation in, or measured by, its profits,
or pay any Indebtedness owed to the Company or any of its Restricted
Subsidiaries; (ii) make loans or advances to the Company or any of its
Restricted Subsidiaries; or (iii) transfer any of its properties or assets to
the Company or any of its Restricted Subsidiaries.
<PAGE>
                                      -43-


     The foregoing restrictions shall not apply to encumbrances or restrictions
existing under or by reason of:

     (a) any agreement, including with respect to the Existing Indebtedness, as
in effect on the date of this Indenture (and all amendments thereto, so long as
such amendments are not disadvantageous to the holders of the Notes in any
material respect);

     (b) the Credit Agreement and its related documentation as in effect as of
the date of this Indenture, and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings
thereof; provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacement or refinancings are no more
restrictive, taken as a whole, with respect to such dividend and other payment
restrictions than those contained in the Credit Agreement as in effect on the
date of this Indenture;

     (c) this Indenture, the Notes, the Note Guarantees and the Exchange Notes
and related Note Guarantees;

     (d) applicable law, statute, rule, regulation or governmental order;

     (e) any instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Restricted Subsidiaries as in effect at
the time of such acquisition (except to the extent such Indebtedness was
incurred in connection with or in contemplation of such acquisition) and any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings thereof are no more restrictive, taken as a whole,
with respect to such dividend and other payment restrictions than those
contained in such instruments at the time of such acquisition, which encumbrance
or restriction is not applicable to any Person, or the properties or assets of
any Person, other than the Person, or the property or assets of the Person, so
acquired; provided that, in the case of Indebtedness, such Indebtedness was
permitted by the terms of this Indenture to be incurred;

     (f) customary non-assignment provisions in leases, licenses or contracts
entered into in the ordinary course of business and consistent with past
practices;

     (g) purchase money obligations for property acquired in the ordinary course
of business that impose restrictions on the property so acquired of the nature
described in clause (iii) above;

     (h) any agreement for the sale or other disposition of a Restricted
Subsidiary that restricts distributions by that Restricted Subsidiary pending
its sale or other disposition;

     (i) Permitted Refinancing Indebtedness; provided that the restrictions
contained in the agreements governing such Permitted Refinancing Indebtedness
are no more restrictive, taken as a whole, than those contained in the
agreements governing the Indebtedness being refinanced;

     (j) Liens securing Indebtedness that limit the right of the Company or any
of its Restricted Subsidiaries to dispose of the assets subject to such Lien;

     (k) provisions with respect to the disposition or distribution of assets or
property in joint venture agreements, asset sale agreements, stock sale
agreements and other similar agreements entered into in the ordinary course of
business;
<PAGE>
                                      -44-


     (l) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business; and

     (m) any agreement entered into in connection with the incurrence of
Indebtedness permitted under this Indenture, provided that such agreement, taken
as a whole, is not more restrictive with respect to dividend and other payment
restrictions than those existing as of the date of this Indenture.

4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt) and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt) or issue Disqualified Stock and any Guarantor may incur
Indebtedness or issue preferred stock if the Consolidated Coverage Ratio for the
Company's most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock is issued would
have been at least 2 to 1, or the ratio of the Consolidated Indebtedness less
Unrestricted Cash to Consolidated Tangible Net Worth of the Company is less than
3 to 1, in each case determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred, or the Disqualified Stock had been issued, as the case may
be, at the beginning of such four-quarter period.

     The first paragraph of this Section 4.09 shall not prohibit the incurrence
of any of the following items of Indebtedness (collectively, "Permitted Debt"):

          (i) the incurrence by the Company and the Guarantors of Indebtedness
     or Disqualified Stock under Credit Facilities in an aggregate principal
     amount at any one time outstanding not to exceed the greater of (a) $1.0
     billion or (b) the amount of the Borrowing Base as of the date of such
     incurrence (with letters of credit being deemed to have a principal amount
     equal to the maximum potential liability of the Company and the Guarantors
     thereunder);

          (ii) the incurrence by the Company and its Restricted Subsidiaries of
     the Existing Indebtedness;

          (iii) the incurrence by the Company and the Guarantors of Indebtedness
     represented by the Notes and the related Note Guarantees to be issued on
     the date of this Indenture and the Exchange Notes and the related Note
     Guarantees to be issued pursuant to the Registration Rights Agreement;

          (iv) the incurrence by the Company or a Restricted Subsidiary of
     Indebtedness or Disqualified Stock (1) in connection with the acquisition
     of assets or a new Subsidiary or (2) to finance the purchase, lease or
     improvement of property (real or personal) or equipment (whether through
     the direct purchase of assets or the Capital Stock of any Person owning
     such assets); provided that, in the case of clause (1), such Indebtedness
     or Disqualified Stock was incurred by the prior owner of such assets or the
     Company or such Restricted Subsidiary prior to such acquisition by the
     Company or a Restricted Subsidiary and was not incurred in connection with,
     or in contemplation of, such acquisition by the Company or a Restricted
     Subsidiary and in the case of clause (2), any such Indebtedness incurred
     may not exceed the cost of such property or equipment; and provided that
     the principal amount (or accreted value, as applicable) of such
     Indebtedness, together with any other outstanding Indebtedness incurred
     pursuant to this clause (iv) and including all Permitted Refinancing
     Indebtedness incurred to refund,
<PAGE>
                                      -45-


     refinance or replace any other Indebtedness incurred pursuant to this
     clause (iv) does not exceed the greater of (x) $75.0 million or (y) 2.5% of
     Total Assets;

          (v) the incurrence by the Company or any Guarantor of Permitted
     Refinancing Indebtedness in exchange for, or the net proceeds of which are
     used to refund, refinance or replace Indebtedness (other than intercompany
     Indebtedness) that was permitted by this Indenture to be incurred under the
     first paragraph hereof or clauses (ii), (iii), (iv), (ix), (xv) or (xvi) of
     this paragraph;

          (vi) the incurrence by the Company or any Restricted Subsidiary of
     intercompany Indebtedness between or among the Company and any of its
     Restricted Subsidiaries; provided that: (A) if the Company is the obligor
     on such Indebtedness, such Indebtedness is expressly subordinated to the
     prior payment in full in cash of all Obligations with respect to the Notes;
     and (B) (1) any subsequent issuance or transfer of Equity Interests that
     results in any such Indebtedness being held by a Person other than the
     Company or a Restricted Subsidiary thereof, and (2) any sale or other
     transfer of any such Indebtedness to a Person that is not either the
     Company or a Restricted Subsidiary thereof, shall be deemed, in each case,
     to constitute an incurrence of such Indebtedness by the Company or such
     Restricted Subsidiary, as the case may be, that was not permitted by this
     clause (vi);

          (vii) the incurrence by the Company or any Guarantor of Hedging
     Obligations that are incurred for the purpose of fixing or hedging interest
     rate risk with respect to any floating rate Indebtedness that is permitted
     by the terms of this Indenture to be outstanding;

          (viii) the guarantee by the Company or any Guarantor of Indebtedness
     of the Company or a Restricted Subsidiary of the Company that was permitted
     to be incurred by another provision of this covenant;

          (ix) the incurrence by the Company or any Restricted Subsidiary of
     additional Indebtedness in an aggregate principal amount (or accreted
     value, as applicable) at any time outstanding, including all Permitted
     Refinancing Indebtedness incurred to refund, refinance or replace any
     Indebtedness incurred pursuant to this clause (ix), not to exceed $50.0
     million (it being understood that any Indebtedness incurred under this
     clause (ix) shall cease to be deemed incurred or outstanding for purposes
     of this clause (ix) but shall be deemed to be incurred for purposes of the
     first paragraph of this Section 4.09 from and after the first date on which
     the Company could have incurred such Indebtedness under the first paragraph
     of this Section 4.09 without reliance upon this clause (ix));

          (x) Non-Recourse Financing incurred by the Company or any Restricted
     Subsidiary for the acquisition, development and/or improvement of real
     property or any infrastructure related thereto;

          (xi) the incurrence by the Company or any Restricted Subsidiary of
     direct obligations to repay or guarantee shortfalls in payments of bond
     financing issued by community development districts and local government
     districts to construct infrastructure improvements ("CDD Obligations"),
     provided that the aggregate amount of all CDD Obligations of the Company
     and its Restricted Subsidiaries that is due and payable at any one time
     does not exceed the greater of (x) $75.0 million or (y) 2.5% of Total
     Assets;

          (xii) the incurrence by the Company and the Restricted Subsidiaries of
     Indebtedness in connection with letters of credit (including, without
     limitation, letters of credit in respect of workers' compensation claims or
     self insurance), Indebtedness with respect to reimbursement type
     obligations regarding workers compensation claims, escrow agreements,
     bankers' acceptances and surety and
<PAGE>
                                      -46-


     performance bonds (in each case to the extent that such incurrence does not
     result in the incurrence of any obligation to repay any obligation relating
     to borrowed money), all in the ordinary course of business;

          (xiii) shares of preferred stock of a Restricted Subsidiary issued to
     the Company or another Restricted Subsidiary; provided that any subsequent
     issuance or transfer of any Capital Stock or any other event which results
     in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or
     any other subsequent transfer of any such shares of preferred stock (except
     to the Company or another Restricted Subsidiary) shall be deemed, in each
     case to be an issuance of shares of preferred stock;

          (xiv) Indebtedness arising from agreements of the Company or a
     Restricted Subsidiary providing for indemnification, adjustment of purchase
     price or similar obligations, in each case, incurred or assumed in
     connection with the acquisition or disposition of any business, assets or a
     Subsidiary, other than guarantees of Indebtedness incurred by any Person
     acquiring all or any portion of such business, assets or a Subsidiary for
     the purpose of financing such acquisition; provided that such Indebtedness
     is not reflected on the balance sheet of the Company or any Restricted
     Subsidiary (contingent obligations referred to in a footnote to financial
     statements and not otherwise reflected on the balance sheet will not be
     deemed to be reflected on such balance sheet for purposes of this clause
     (xiv));

          (xv) Indebtedness incurred by the Company or any Restricted Subsidiary
     pursuant to any Construction Loan, provided that (A) at the time the
     Construction Loan is entered into or amended to include a new project or
     projects, as the case may be, the Construction Loan is not in excess of 85%
     of the estimated total cost of the projects under such Construction Loan
     taken as a whole, including land at fair market value, interest and soft
     costs (net of unrestricted deposits) and (B)(1) at the time any
     Construction Loan is entered into that relates to a single project, there
     are Valid Purchase Contracts Proceeds in excess of 65% of the maximum
     Construction Loan amount taken as a whole or (2) at the time any
     Construction Loan is entered into that relates to more than one project or
     if an existing Construction Loan is amended to include a new project or
     projects, there are Valid Purchase Contracts Proceeds in excess of 70% of
     the maximum Construction Loan amount taken as a whole; provided, that in
     the event a Default or Event of Default has occurred and is continuing or
     would be caused thereby, this clause (xv) shall be unavailable to enter
     into a new Construction Loan or amend an existing Construction Loan to
     include a new project or projects; and

          (xvi) Indebtedness incurred by the Company or any of its Restricted
     Subsidiaries pursuant to Construction Loans existing as of the Issue Date
     up to the limits of such Construction Loan existing on the Issue Date.

     For purposes of determining compliance with this Section 4.09, in the event
that an item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (i) through (xvi) above, or is
entitled to be incurred pursuant to the first paragraph of this Section 4.09,
the Company will be permitted to classify (and later reclassify) in whole or in
part such item of Indebtedness on the date of its incurrence in any manner that
complies with this Section 4.09. Accrual of interest, accretion or amortization
of original issue discount or the payment of interest on any Indebtedness in the
form of additional Indebtedness with the same terms will not be deemed to be an
incurrence of Indebtedness for purposes of this Section 4.09; provided, in each
such case, that the amount thereof is included in Consolidated Interest Incurred
of the Company.

     Indebtedness outstanding and not repaid under the Credit Facilities on the
Issue Date shall be deemed to have been incurred under clause (i) of the second
paragraph of this Section 4.09.
<PAGE>
                                      -47-


4.10 Application of Fall Away Covenants.

     After such time as: (a) the Notes have been assigned an Investment Grade
rating by both Rating Agencies (the "Investment Grade Rating Date"); and (b) no
Default under this Indenture shall have occurred and be continuing, and
notwithstanding that the Notes may later cease to have an Investment Grade
rating by both Rating Agencies, the Company and its Restricted Subsidiaries
shall not be subject to the following sections: 4.07, 4.08, 4.09, 4.11, 4.13,
4.16, 4.17 and clause (iv) of Section 5.01.

4.11 Transactions with Affiliates.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate involving aggregate consideration in excess of $250,000 (each,
an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms
that taken as a whole are not materially less favorable to the Company or the
relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with a
person who is not an Affiliate; and (ii) the Company delivers to the Trustee:
(a) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $10.0 million, a
resolution of the Board of Directors set forth in an Officers' Certificate to
the effect that such Affiliate Transaction complies with this Section 4.11 and
has been approved by a majority of the Independent Members of the Board of
Directors or if there are no Independent Members, then such Affiliate
Transaction has received unanimous approval of the Board of Directors and an
opinion as to the fairness to the Holders of such Affiliate Transaction from a
financial point of view issued by an accounting or investment banking firm of
national standing or an appraisal from an MAI appraiser, if appropriate; and (b)
with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $20.0 million, an
opinion as to the fairness to the Holders of such Affiliate Transaction from a
financial point of view issued by an accounting or investment banking firm of
national standing or an appraisal from an MAI appraiser, if appropriate.

     The following items shall not be deemed to be Affiliate Transactions and
therefore shall not be subject to the provisions of the prior paragraph: (1) any
employment, consulting or other compensation agreement entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of
business; provided that any consulting or other compensation agreement entered
into with a current or former senior officer or director of the Company or any
of its Restricted Subsidiaries providing for the payment of fees in excess of
$500,000 annually per person must be approved by a majority of the disinterested
members of the Board of Directors or the compensation committee thereof or if
there are no such disinterested members by unanimous approval of the Board of
Directors or such committee; (2) transactions between or among the Company
and/or its Restricted Subsidiaries; (3) sales of Equity Interests (other than
Disqualified Stock) to Affiliates of the Company; (4) Restricted Payments that
are permitted by the provisions of this Indenture described under Section 4.07
hereof; (5) the payment of reasonable and customary fees paid to, and indemnity
provided on behalf of, officers, directors, employees or Consultants of the
Company or any Subsidiary; (6) loans in the ordinary course of business to
officers, directors, employees or Consultants which are approved by a majority
of the Independent Members of the Board of Directors of the Company in good
faith or, if there are no Independent Members of the Board of Directors, by a
unanimous vote of the Board of Directors; (7) any agreement as in effect as of
the Issue Date or any amendment or modification thereto (so long as any such
amendment or modification is not disadvantageous to the holders of the Notes in
any material respect) or any transaction contemplated thereby; and (8)
agreements between the Company or any Restricted Subsidiary and officers and
directors of the Company with respect to home purchases pursuant to a home
purchase program available to officers and directors of the Company.
<PAGE>
                                      -48-


4.12 Liens.

     Prior to the Investment Grade Rating Date, the Company shall not, and shall
not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, assume or suffer to exist any Lien of any kind securing
Subordinated Indebtedness on any asset now owned or hereafter acquired or any
income or profit therefrom, unless all payments due under this Indenture and the
Notes are secured on an equal and ratable basis with (or prior to in the case of
Liens with respect to Subordinated Indebtedness) the obligations so secured
until such time as such obligations are no longer secured by a Lien.

     Following the Investment Grade Rating Date, the Company shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly, create,
incur, assume or suffer to exist any Lien of any kind securing Subordinated
Indebtedness on any asset now owned or hereafter acquired or any income or
profit therefrom, unless all payments due under this Indenture and the Notes are
secured on an equal and ratable basis with (or prior to, in the case of Liens
with respect to Subordinated Indebtedness) the obligations so secured until such
time as such obligations are no longer secured by a Lien, except for Liens
existing on the Investment Grade Rating Date and such other Liens that secure
Subordinated Indebtedness that does not exceed an amount equal to 5% of Total
Assets.

4.13 Business Activities.

     The Company shall not, and shall not permit any Restricted Subsidiary to,
engage in any business other than Permitted Businesses, except to such extent as
would not be material to the Company and its Restricted Subsidiaries taken as a
whole.

4.14 Corporate Existence.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any such Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company
and its Subsidiaries; provided that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the Notes.

4.15 Offer to Repurchase Upon Change of Control.

     (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Additional Interest thereon, if any, to the date
of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder stating: (1)
that the Change of Control Offer is being made pursuant to this Section 4.15 and
that all Notes tendered will be accepted for payment; (2) the purchase price and
the purchase date, which shall be no earlier than 30 business days and no later
than 60 business days from the date such notice is mailed (the "Change of
Control Payment Date"); (3) that any Note not tendered will continue to accrue
interest; (4) that, unless the Company defaults in the payment of the Change of
Control Payment, all Notes accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest after the Change of Control Payment
Date; (5) that Holders electing to have any Notes purchased pursuant to a Change
of Control Offer will be required to surrender the
<PAGE>
                                      -49-


Notes, with the form entitled "Option of Holder to Elect Purchase" on the
reverse of the Notes completed, to the Paying Agent at the address specified in
the notice prior to the close of business on the third Business Day preceding
the Change of Control Payment Date; (6) that Holders will be entitled to
withdraw their election if the Paying Agent receives, not later than the close
of business on the second Business Day preceding the Change of Control Payment
Date, a telegram, telex, facsimile transmission or letter setting forth the name
of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes
purchased; and (7) that Holders whose Notes are being purchased only in part
will be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered, which unpurchased portion must be equal to $1,000 in
principal amount or an integral multiple thereof. The Company shall comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Notes in connection with a
Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with this Section 4.15, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.15 by virtue of such conflict.

     (b) On the Change of Control Payment Date, the Company shall, to the extent
lawful, (1) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or
portions thereof so tendered and (3) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to each Holder of Notes so
tendered payment in an amount equal to the purchase price for the Notes, and the
Trustee shall promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered by such Holder, if any; provided, that each
such new Note shall be in a principal amount of $1,000 or an integral multiple
thereof. The Company shall publicly announce the results of the Change of
Control Offer on or as soon as practicable after the Change of Control Payment
Date.

     Prior to complying with this Section 4.15, but in any event within 90 days
following a Change of Control, the Company will either repay all outstanding
Senior Debt or obtain the requisite consents, if any, under all agreements
governing outstanding Senior Debt to permit the repurchase of Notes required by
this Section 4.15.

     (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.15 hereof and all other provisions of this Indenture applicable to a
Change of Control Offer made by the Company and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.

4.16 No Senior Subordinated Debt.

     Notwithstanding the provisions of Section 4.09 hereof, the Company shall
not incur, create, issue, assume, guarantee or otherwise become liable for any
Indebtedness that is subordinate or junior in right of payment to any Senior
Debt of the Company and senior in any respect in right of payment to the Notes
and no Guarantor shall incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate or junior in right of
payment to any Senior Debt of such Guarantor and senior in any respect in right
of payment to such Guarantor's Note Guarantee.

4.17 Limitation on Issuances of Guarantees of Indebtedness.

     The Company shall not permit any of its Restricted Subsidiaries, directly
or indirectly, to Guarantee or pledge any assets to secure the payment of any
other Indebtedness of the Company unless such Restricted
<PAGE>
                                      -50-


Subsidiary simultaneously executes and delivers a supplemental indenture
providing for the Guarantee of the payment of the Notes by such Restricted
Subsidiary, which Guarantee shall be senior to or pari passu with such
Subsidiary's Guarantee of or pledge to secure such other Indebtedness, unless
such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes
may be subordinated to the Guarantee of such Senior Debt to the same extent as
the Notes are subordinated to such Senior Debt. Notwithstanding the preceding
sentence, any Note Guarantee of the Notes will provide by its terms that it will
be automatically and unconditionally released and discharged if (1) the Company
sells or disposes of all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, (2) the Company sells or disposes of all of the
Capital Stock of any Guarantor, or (3) the Company properly designates any
Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary or any
Guarantor is released from its Guarantees of Indebtedness of the Company such
that such Guarantor would not be required to provide a Guarantee of the Notes
under this Section 4.17. The form of the Note Guarantee is attached as Exhibit E
hereto.

4.18 Payments for Consent.

     Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of
any Holder of Notes for or as an inducement to any consent, waiver or amendment
of any of the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid and is paid to all Holders of the Notes that
consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

                                    ARTICLE V

                                   SUCCESSORS

5.01 Merger, Consolidation, or Sale of Assets.

     Except as otherwise provided in Section 11.06, the Company and any
Guarantor shall not, directly or indirectly, consolidate or merge with or into
(whether or not the Company or such Guarantor is the surviving corporation), or
sell, assign, transfer, convey or otherwise dispose of all or substantially all
of its properties or assets, in one or more related transactions, to another
Person unless: (i) the Company or such Guarantor is the surviving corporation or
the Person formed by or surviving any such consolidation or merger (if other
than the Company or such Guarantor) or to which such sale, assignment, transfer,
conveyance or other disposition shall have been made is a corporation or other
legal entity organized or existing under the laws of the United States, any
state thereof or the District of Columbia; (ii) the Person formed by or
surviving any such consolidation or merger (if other than the Company or such
Guarantor) or the Person to which such sale, assignment, transfer, conveyance or
other disposition shall have been made assumes all the obligations of the
Company or such Guarantor under the Registration Rights Agreement, the Notes and
this Indenture pursuant to a supplemental indenture in a form reasonably
satisfactory to the Trustee; (iii) immediately after such transaction no Default
or Event of Default exists; and (iv) except in the case of a merger of the
Company or a Guarantor with or into a Wholly Owned Restricted Subsidiary of the
Company or a Guarantor, or the merger or consolidation of a Restricted
Subsidiary with or into the Company or a transfer of all or substantially all of
the assets of a Restricted Subsidiary to the Company, the Company or the Person
formed by or surviving any such consolidation or merger (if other than the
Company), or to which such sale, assignment, transfer, conveyance or other
disposition shall have been made will, immediately after such transaction after
giving pro forma effect thereto and any related financing transactions as if the
same had occurred at the beginning of the applicable four-quarter period, be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Consolidated Coverage Ratio test set forth in the first paragraph of Section
4.09 hereof. In addition, the Company shall not, directly or indirectly, lease
all or substantially all of its properties or assets, in one or more related
<PAGE>
                                      -51-


transactions, to any other Person. The provisions of this Section 5.01 shall not
be applicable to a sale, assignment, transfer, conveyance or other disposition
of assets between or among the Company and the Guarantors.

5.02 Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided that the
predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale, assignment,
transfer, conveyance or other disposition of all of the Company's assets that
meets the requirements of Section 5.01 hereof.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

6.01 Events of Default.

     An "Event of Default" occurs if:

     (a) the Company defaults for 30 days in the payment when due of interest
on, or Additional Interest, if any, with respect to, the Notes (whether or not
prohibited by the subordination provisions of this Indenture);

     (b) the Company defaults in payment when due of the principal of or
premium, if any, on the Notes (whether or not prohibited by the subordination
provisions of this Indenture);

     (c) the Company or any of its Restricted Subsidiaries fail to comply with
Sections 4.15 or 5.01 hereof;

     (d) the Company or any of its Subsidiaries fail to comply with any
covenant, representation, warranty or other agreement in this Indenture or the
Notes for 30 days after notice to the Company by the Trustee or the Holders of
at least 25% in aggregate principal amount of Notes (including Additional Notes,
if any) then outstanding voting as a single class;

     (e) there is a default under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries) (other than Indebtedness owed to the Company or any of
its Restricted Subsidiaries or Non-Recourse Financing to the extent such default
is not due to the default by the Company under any other Indebtedness) whether
such Indebtedness or guarantee now exists, or is created after the date of this
Indenture, if that default: (I) is caused by a failure to pay such Indebtedness
at its stated maturity and such Indebtedness together with other Indebtedness in
default for failure to pay principal at stated maturity (or the maturity of
which as then
<PAGE>
                                      -52-


accelerated) exceeds $25.0 million in the aggregate (a "Payment Default"); or
(II) results in the acceleration of such Indebtedness prior to its express
maturity and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which
there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $25.0 million or more;

     (f) there is failure by the Company or any of its Restricted Subsidiaries
to pay final judgments aggregating in excess of $25.0 million (except to the
extent the judgment or judgments are in respect of Non-Recourse Financing),
which judgments are not paid, discharged or stayed for a period of 60 days;

     (g) the Company or any of its Significant Subsidiaries or any group of
Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary pursuant to or within
the meaning of Bankruptcy Law:

          (i) commences a voluntary case,

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

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

          (iv) makes a general assignment for the benefit of its creditors, or

          (v) generally is not paying its debts as they become due; or

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

          (i) is for relief against the Company or any of its Significant
     Subsidiaries or any group of Restricted Subsidiaries that, taken together
     (as of the latest audited consolidated financial statements for the Company
     and its Restricted Subsidiaries), would constitute a Significant Subsidiary
     in an involuntary case;

          (ii) appoints a custodian of the Company or any of its Significant
     Subsidiaries or any group of Restricted Subsidiaries that, taken together
     (as of the latest audited consolidated financial statements for the Company
     and its Restricted Subsidiaries), would constitute a Significant Subsidiary
     or for all or substantially all of the property of the Company or any of
     its Significant Subsidiaries or any group of Restricted Subsidiaries that,
     taken together (as of the latest audited consolidated financial statements
     for the Company and its Restricted Subsidiaries), would constitute a
     Significant Subsidiary; or

          (iii) orders the liquidation of the Company or any of its Significant
     Subsidiaries or any group of Restricted Subsidiaries that, taken together
     (as of the latest audited consolidated financial statements for the Company
     and its Restricted Subsidiaries), would constitute a Significant
     Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;
or

     (i) except as permitted by this Indenture, any Note Guarantee is held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor, or any Person acting on
behalf of any Guarantor, shall deny or disaffirm its obligations under such
Guarantor's Note Guarantee.
<PAGE>
                                      -53-


6.02 Acceleration.

     If any Event of Default (other than an Event of Default specified in clause
(g) or (h) of Section 6.01 hereof with respect to the Company, any Significant
Subsidiary or any group of Significant Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary) occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, if an Event of Default specified in clause (g) or (h) of Section 6.01
hereof occurs with respect to the Company, any of its Significant Subsidiaries
or any group of Restricted Subsidiaries that, taken together (as of the latest
audited consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary, all outstanding Notes
shall be due and payable immediately without further action or notice. The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may on behalf of all of the Holders
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived.

6.03 Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium and Additional
Interest, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

6.04 Waiver of Past Defaults.

     Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Additional Interest, if any, or
interest on, the Notes (including in connection with an offer to purchase)
(provided that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

6.05 Control by Majority.

     Holders of a majority in principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.

6.06 Limitation on Suits.

     A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:
<PAGE>
                                      -54-


     (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

     (b) the Holders of at least 25% in principal amount of the then outstanding
Notes make a written request to the Trustee to pursue the remedy;

     (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity or security satisfactory to the Trustee against
any loss, liability or expense;

     (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity or security; and

     (e) during such 60-day period the Holders of a majority in principal amount
of the then outstanding Notes do not give the Trustee a direction inconsistent
with the request.

     A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

6.07 Rights of Holders of Notes to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Additional
Interest, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

6.08 Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium and Additional Interest, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

6.09 Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under
<PAGE>
                                      -55-


any plan of reorganization or arrangement or otherwise. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

6.10 Priorities.

     If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
     Section 7.07 hereof, including payment of all compensation, expense and
     liabilities incurred, and all advances made, by the Trustee and the costs
     and expenses of collection;

          Second: to Holders of Notes for amounts due and unpaid on the Notes
     for principal, premium and Additional Interest, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Notes for principal, premium and Additional
     Interest, if any and interest, respectively; and

          Third: to the Company or to such party as a court of competent
     jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

6.11 Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee or a suit by a Holder of a Note pursuant to
Section 6.07 hereof.

                                  ARTICLE VII

                                     TRUSTEE

7.01 Duties of Trustee.

     (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

     (b) Except during the continuance of an Event of Default:

          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture
<PAGE>
                                      -56-


     and no others, and no implied covenants or obligations shall be read into
     this Indenture against the Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture, but need
     not confirm or investigate the accuracy of mathematical calculations or
     other facts stated therein.

     (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

          (i) this paragraph does not limit the effect of paragraph (b) of this
     Section;

          (ii) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it is proved that the Trustee
     was negligent in ascertaining the pertinent facts; and

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05 hereof.

     (d) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

     (e) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), (c) and (d) of this Section.

     (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

7.02 Rights of Trustee.

     (a) The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.

     (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.
<PAGE>
                                      -57-


     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.

     (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee security or
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or
direction.

     (g) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it sees fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney,
and shall incur no liability or additional liability of any kind by reason of
such inquiry or investigation.

     (h) The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture.

     (i) The rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder.

     (j) The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any Person authorized to sign an
Officers' Certificate, including any Person specified as so authorized in any
such certificate previously delivered and not superseded.

7.03 Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

7.04 Trustee's Disclaimer.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture, the Notes or the Note Guarantees, it
shall not be accountable for the Company's use of the proceeds from the Notes or
any money paid to the Company or upon the Company's direction under any
provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.
<PAGE>
                                      -58-


7.05 Notice of Defaults.

     If a Default or Event of Default occurs and is continuing and if it is
actually known to a Responsible Officer of the Trustee, the Trustee shall mail
to Holders of Notes a notice of the Default or Event of Default within 90 days
after it occurs. Except in the case of a Default or Event of Default in payment
of principal of, premium, if any, or interest on any Note, the Trustee may
withhold the notice if and so long as a trust committee of the board of
directors or Responsible Officers of the Trustee in good faith determines that
withholding the notice is in the interests of the Holders of the Notes.

7.06 Reports by Trustee to Holders of the Notes.

     Within 60 days after each April 1 beginning with the April 1 following the
date of this Indenture, and for so long as Notes remain outstanding, the Trustee
shall mail to the Holders of the Notes a brief report dated as of such reporting
date that complies with TIA Section 313(a) (but if no event described in TIA
Section 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA
Section 313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA Section 313(c).

     A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Company and filed with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA Section 313(d). The Company
shall promptly notify the Trustee when the Notes are listed on any stock
exchange or of any delisting thereof.

7.07 Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time such compensation
for its acceptance of this Indenture and services hereunder as the Company and
the Trustee shall agree to in writing from time to time. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

     The Company shall indemnify the Trustee and any predecessor Trustee and
their agents against any and all losses, liabilities or expenses incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company (including this Section 7.07) and defending itself
against any claim (whether asserted by the Company or any Holder or any other
person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence or willful misconduct. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which shall not be
unreasonably withheld.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Notes. Such Lien shall survive the satisfaction and discharge of this
Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.
<PAGE>
                                      -59-


     The Trustee shall comply with the provisions of TIA Section 313(b)(2) to
the extent applicable.

     The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee.

7.08 Replacement of Trustee.

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

     The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

     (a) the Trustee fails to comply with Section 7.10 hereof;

     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c) a custodian or public officer takes charge of the Trustee or its
property; or

     (d) the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

     If a successor Trustee does not take office within 90 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may, at the expense of the Company, petition any court of competent jurisdiction
for the appointment of a successor Trustee.

     If the Trustee, after written request by any Holder who has been a Holder
for at least six months, fails to comply with Section 7.10, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.
<PAGE>
                                      -60-


7.09 Successor Trustee by Merger, etc.

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act or document shall be the successor
Trustee.

7.10 Eligibility; Disqualification.

     There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

7.11 Preferential Collection of Claims Against Company.

     The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

7.12 Assignment of Rights, Not Assumption of Duties

     Anything herein contained to the contrary notwithstanding, (a) the Company
shall remain liable under each of the agreements to which it is a party to the
extent set forth therein to perform all of its duties and obligations thereunder
to the same extent as if this Indenture had not been executed, (b) the exercise
by the Trustee or the holders of any Notes of any of their rights, remedies or
powers hereunder shall not release the Company from any of its duties or
obligations under each of the agreements to which it is a party and (c) neither
the holders of any Notes nor the Trustee shall have any obligation or liability
under any of the agreements to which the Company is a party by reason of or
arising out of this Indenture, nor shall such holders or the Trustee be
obligated to perform any of the obligations or duties of the Company thereunder
or, except as expressly provided herein with respect to the Trustee, to take any
action to collect or enforce any claim for payment assigned hereunder or
otherwise.

                                  ARTICLE VIII

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

     The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article Eight.
<PAGE>
                                      -61-


8.02 Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes and all
obligations of the Guarantors discharged with respect to the Note Guarantees on
the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company and the
Guarantors shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes and the Note Guarantees, respectively,
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to in (a)
and (b) below, and to have satisfied all its other obligations under such Notes
and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium and
Additional Interest, if any, and interest on such Notes when such payments are
due, (b) the Company's obligations with respect to such Notes under Article 2
and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company's and the Guarantors' obligations in
connection therewith and (d) this Article Eight. Subject to compliance with this
Article Eight, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

8.03 Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from its obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18 hereof and clause (iv)
of Section 5.01 hereof with respect to the outstanding Notes on and after the
date the conditions set forth in Section 8.04 are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) through 6.01(f) and Section 6.01(i) hereof
shall not constitute Events of Default.

8.04 Conditions to Legal or Covenant Defeasance.

     The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes:

     In order to exercise either Legal Defeasance or Covenant Defeasance:
<PAGE>
                                      -62-


     (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium and Additional Interest, if any,
and interest on the outstanding Notes on the stated date for payment thereof or
on the applicable redemption date, as the case may be, and the Company must
specify whether the Notes are being defeased to maturity or to a particular
redemption date;

     (b) in the case of an election under Section 8.02 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

     (c) in the case of an election under Section 8.03 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;

     (d) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit (other than a Default or Event of Default resulting
from the incurrence of Indebtedness all or a portion of the proceeds of which
will be used to defease the Notes pursuant to this Article Eight concurrently
with such incurrence) or insofar as Sections 6.01(g) or 6.01(h) hereof is
concerned, at any time in the period ending on the 91st day after the date of
deposit;

     (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

     (f) the Company shall have delivered to the Trustee an Opinion of Counsel
(which may be subject to customary exceptions) to the effect that assuming no
intervening bankruptcy of the Company or any Guarantor between the date of
deposit and the 91st day following the deposit and assuming no Holder is an
"insider" of the Company under applicable Bankruptcy Law, after the 91st day
following the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally;

     (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company; and

     (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.
<PAGE>
                                      -63-


8.05 Deposited Money and Government Securities to be Held in Trust; Other
Miscellaneous Provisions.

     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Additional Interest, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

     Anything in this Article Eight to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

8.06 Repayment to Company.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal,
and premium, if any, or interest has become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Note shall thereafter look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided that the Trustee or such Paying
Agent, before being required to make any such repayment, may at the expense of
the Company cause to be published once, in the New York Times and The Wall
Street Journal (national edition), notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

8.07 Reinstatement.

     If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided that, if the Company makes any payment of
principal of, premium and Additional Interest, if any, or interest on any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.
<PAGE>
                                      -64-


                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

9.01 Without Consent of Holders of Notes.

     Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture, the Note Guarantees or
the Notes without the consent of any Holder of a Note:

     (a) to cure any ambiguity, defect or inconsistency;

     (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder;

     (c) to provide for the assumption of the Company's or a Guarantor's
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 or Article 11 hereof;

     (d) to make any change that would provide any additional rights or benefits
to the Holders of the Notes or that does not adversely affect the legal rights
hereunder of any Holder of the Notes;

     (e) to comply with requirements of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA;

     (f) to provide for the issuance of Additional Notes in accordance with the
limitations set forth in this Indenture as of the date hereof; or

     (g) to allow any Guarantor to execute a supplemental indenture and/or a
Note Guarantee with respect to the Notes.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

9.02 With Consent of Holders of Notes.

     Except as provided below in this Section 9.02, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture (including Section 4.15
hereof), the Note Guarantees and the Notes with the consent of the Holders of at
least a majority in principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium and Additional Interest, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Note Guarantees or the
Notes may
<PAGE>
                                      -65-


be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes (including Additional Notes, if any) voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes).

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

     It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

     After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

     (b) reduce the principal of or change the fixed maturity of any Note or
alter or waive any of the provisions with respect to the redemption of the Notes
except as provided above with respect to Section 4.15 hereof;

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

     (d) waive a Default or Event of Default in the payment of principal of or
premium, if any, or interest on the Notes (except a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal amount
of the then outstanding Notes (including Additional Notes, if any) and a waiver
of the payment default that resulted from such acceleration);

     (e) make any Note payable in money other than that stated in the Notes;

     (f) make any change in the provisions of this Indenture relating to waivers
of past Defaults or the rights of Holders of Notes to receive payments of
principal of or premium, if any, or interest on the Notes;

     (g) waive a redemption payment with respect to any Note (other than a
payment required by Section 4.15 hereof);

     (h) make any changes in Article 10 hereof if such change would adversely
affect the rights of such Holder of Notes.
<PAGE>
                                      -66-


     (i) make any change in the foregoing amendment and waiver provisions;

     (j) release any Guarantor from any of its obligations under its Note
Guarantee or this Indenture, except in accordance with the terms of this
Indenture.

     In addition, any amendment to Section 4.15 shall require the consent of the
Holders of at least 66 2/3% in aggregate principal amount of the Notes then
outstanding if such amendment would adversely affect the rights of Holders of
Notes.

9.03 Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Notes shall be set
forth in an amended or supplemental indenture that complies with the TIA as then
in effect.

9.04 Revocation and Effect of Consents.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

9.05 Notation on or Exchange of Notes.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

     Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

9.06 Trustee to Sign Amendments, etc.

     The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article Nine if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
13.04 hereof, an Officer's Certificate and an Opinion of Counsel each stating
that the amendment or supplement is authorized or permitted by this Indenture,
and all conditions precedent for its execution and delivery of the amended or
supplemental indenture by the Trustee have been satisfied.
<PAGE>
                                      -67-


                                    ARTICLE X

                                  SUBORDINATION

10.01 Agreement to Subordinate.

     The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt, including Senior Debt incurred after the
date of this Indenture.

     A distribution may consist of cash, securities or other property, by
set-off or otherwise.

10.02 Liquidation; Dissolution; Bankruptcy.

     Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

          (i) holders of Senior Debt of the Company shall be entitled to receive
     payment in full of all Obligations due in respect of such Senior Debt
     (including interest after the commencement of any such proceeding at the
     rate specified in the applicable Senior Debt) before Holders of the Notes
     shall be entitled to receive any payment with respect to the Notes (except
     that Holders may receive (A) Permitted Junior Securities and (B) payments
     and other distributions made from any defeasance trust created pursuant to
     Section 8.01 hereof); and

          (ii) until all Obligations with respect to Senior Debt (as provided in
     clause (i) above) are paid in full, any distribution to which Holders would
     be entitled but for this Article 10 shall be made to holders of Senior Debt
     (except that Holders of Notes may receive (A) Permitted Junior Securities
     and (B) payments and other distributions made from any defeasance trust
     created pursuant to Section 8.01 hereof), as their interests may appear.

10.03 Default on Designated Senior Debt.

     (a) The Company may not make any payment or distribution to the Trustee or
any Holder in respect of Obligations with respect to the Notes and may not
acquire from the Trustee or any Holder any Notes for cash or property (other
than (A) Permitted Junior Securities and (B) payments and other distributions
made from any defeasance trust created pursuant to Section 8.01 hereof) until
all principal and other Obligations with respect to the Senior Debt have been
paid in full if:

          (i) a default in the payment of any principal or other Obligations
     with respect to Designated Senior Debt occurs and is continuing beyond any
     applicable grace period in the agreement, indenture or other document
     governing such Designated Senior Debt; or

          (ii) a default, other than a payment default, on Designated Senior
     Debt occurs and is continuing that then permits holders of the Designated
     Senior Debt to accelerate its maturity and the Trustee receives a notice of
     the default (a "Payment Blockage Notice") from a Person who may give it
     pursuant to Section 10.11 hereof or the holders of any Designated Senior
     Debt. If the Trustee receives any
<PAGE>
                                      -68-


     such Payment Blockage Notice, no subsequent Payment Blockage Notice shall
     be effective for purposes of this Section unless and until at least 360
     days shall have elapsed since the delivery of the immediately prior Payment
     Blockage Notice. No nonpayment default that existed or was continuing on
     the date of delivery of any Payment Blockage Notice to the Trustee shall
     be, or be made, the basis for a subsequent Payment Blockage Notice unless
     such default shall have been cured or waived.

     (b) The Company may and shall resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

          (i) in the case of a payment default, the date upon which the default
     is cured or waived, or

          (ii) in the case of a default referred to in clause (ii) of Section
     10.03(a) hereof, the earlier of the date on which such non-payment default
     is cured or waived or 179 days after the Payment Blockage Notice is
     received,

unless the maturity of any Designated Senior Debt has been accelerated, if this
Article 10 otherwise permits the payment, distribution or acquisition at the
time of such payment or acquisition. In the event that the Designated Senior
Debt is accelerated because of a default other than a payment default thereunder
in accordance with the terms of such Designated Senior Debt, and such
acceleration has not been rescinded, then the failure to make the payment
required arising from such acceleration shall constitute a payment default.

10.04 Acceleration of Securities.

     If payment of the Notes is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Debt of the acceleration.

10.05 When Distribution Must Be Paid Over.

     In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes (except Permitted Junior Securities or
payments and other distributions made from the defeasance trust described under
Article Eight hereof) when the payment is prohibited by Section 10.03 hereof,
such payment shall be held by the Trustee or such Holder, in trust for the
benefit of, and shall be paid forthwith over and delivered, upon written
request, to, the holders of Senior Debt as their interests may appear or their
Representative under this Indenture or other agreement (if any) pursuant to
which Senior Debt may have been issued, as their respective interests may
appear, for application to the payment of all Obligations with respect to Senior
Debt remaining unpaid to the extent necessary to pay such Obligations in full in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

     With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.
<PAGE>
                                      -69-


10.06 Notice by Company.

     The Company shall promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Debt as provided
in this Article 10.

10.07 Subrogation.

     After all Senior Debt is paid in full and until the Notes are paid in full,
Holders of Notes shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

10.08 Relative Rights.

     This Article 10 defines the relative rights of Holders of Notes and holders
of Senior Debt. Nothing in this Indenture shall:

          (i) impair, as between the Company and Holders of Notes, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of and interest on the Notes in accordance with their terms;

          (ii) affect the relative rights of Holders of Notes and creditors of
     the Company other than their rights in relation to holders of Senior Debt;
     or

          (iii) prevent the Trustee or any Holder of Notes from exercising its
     available remedies upon a Default or Event of Default, subject to the
     rights of holders and owners of Senior Debt to receive distributions and
     payments otherwise payable to Holders of Notes.

     If the Company fails because of this Article 10 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

10.09 Subordination May Not Be Impaired by Company.

     No right of any holder of Senior Debt to enforce the subordination of the
Indebtedness evidenced by the Notes shall be impaired by any act or failure to
act by the Company or any Holder or by the failure of the Company or any Holder
to comply with this Indenture.

10.10 Distribution or Notice to Representative.

     Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

     Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled
<PAGE>
                                      -70-


to participate in such distribution, the holders of the Senior Debt and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 10.

10.11 Rights of Trustee and Paying Agent.

     Notwithstanding the provisions of this Article 10 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment or distribution by
the Trustee, and the Trustee and the Paying Agent may continue to make payments
on the Notes, unless the Trustee shall have received at its Corporate Trust
Office at least five Business Days prior to the date of such payment written
notice of facts that would cause the payment of any Obligations with respect to
the Notes to violate this Article 10. Only the Company or a Representative may
give the notice. Nothing in this Article 10 shall impair the claims of, or
payments to, the Trustee under or pursuant to Section 7.07 hereof.

     The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Debt and shall not be liable to any such holders if the Trustee shall in
good faith mistakenly pay over or distribute to Holders of Notes or to the
Company or to any other person cash, property or securities to which any holders
of Senior Debt shall be entitled by virtue of this Article 10 or otherwise. With
respect to the holders of Senior Debt, the Trustee undertakes to perform or to
observe only such of its covenants or obligations as are specifically set forth
in this Indenture and no implied covenants or obligations with respect to
holders of Senior Debt shall be read into this Indenture against the Trustee.

10.12 Authorization to Effect Subordination.

     Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

10.13 Amendments.

     The provisions of this Article 10 shall not be amended or modified without
the written consent of the holders of all Senior Debt.

                                   ARTICLE XI

                                 NOTE GUARANTEES

11.01 Guarantee.

     Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the
<PAGE>
                                      -71-


Company hereunder or thereunder, that: (a) the principal of and interest on the
Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on the Notes, if any, if lawful, and all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. Failing payment when due of
any amount so guaranteed or any performance so guaranteed for whatever reason,
the Guarantors shall be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a
guarantee of collection.

     The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

     If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

     Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Note Guarantee. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Guarantee.

11.02 Subordination of Note Guarantee.

     The Obligations of each Guarantor under its Note Guarantee pursuant to this
Article 11 shall be junior and subordinated to the Senior Guarantee of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of the Company. For the purposes of the foregoing sentence, the Trustee and
the Holders shall have the right to receive and/or retain payments by any of the
Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article Ten hereof.

11.03 Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or
<PAGE>
                                      -72-


any similar federal or state law to the extent applicable to any Note Guarantee.
To effectuate the foregoing intention, the Trustee, the Holders and the
Guarantors hereby irrevocably agree that the obligations of such Guarantor will,
after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article 11, result in the
obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

11.04 Execution and Delivery of Note Guarantee.

     To evidence its Note Guarantee set forth in Section 11.01, each Guarantor
hereby agrees that a notation of such Note Guarantee substantially in the form
included in Exhibit E shall be endorsed by an Officer of such Guarantor on each
Note authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of such Guarantor by an Officer.

     Each Guarantor hereby agrees that its Note Guarantee set forth in Section
11.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.

     If an Officer whose signature is on this Indenture or on the Note Guarantee
no longer holds that office at the time the Trustee authenticates the Note on
which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

     The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Note Guarantee set forth in this
Indenture on behalf of the Guarantors.

11.05 Guarantors May Consolidate, etc., on Certain Terms.

     Except as otherwise provided in Section 11.06, no Guarantor may consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person whether or not affiliated with such Guarantor unless:

     (a) subject to Section 11.06 hereof, the Person formed by or surviving any
such consolidation or merger (if other than a Guarantor or the Company)
unconditionally assumes all the obligations of such Guarantor, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Notes, this Indenture and the Note Guarantee on the terms set
forth herein or therein; and

     (b) immediately after giving effect to such transaction, no Default or
Event of Default exists.

     In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.
<PAGE>
                                      -73-


     Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses
(a) and (b) above, nothing contained in this Indenture or in any of the Notes
shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

11.06 Releases Following Sale of Assets.

     In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the Capital Stock of any Guarantor, or the Company
properly designates any Restricted Subsidiary that is a Guarantor as an
Unrestricted Subsidiary or any Guarantor is released from its Guarantees of
Indebtedness of the Company such that such Guarantor would not be required to
provide a Guarantee of the Notes under Section 4.17 hereof, then such Guarantor
(in the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the Capital Stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved
of any obligations under its Note Guarantee; provided that the net proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture. Upon delivery by the Company to the Trustee of an
Officers' Certificate and an Opinion of Counsel to the effect that such sale or
other disposition was made by the Company in accordance with the provisions of
this Indenture, the Trustee shall execute any documents reasonably required in
order to evidence the release of any Guarantor from its obligations under its
Note Guarantee.

     Any Guarantor not released from its obligations under its Note Guarantee
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 11.

                                   ARTICLE XII

                           SATISFACTION AND DISCHARGE

12.01 Satisfaction and Discharge.

     This Indenture will be discharged and will cease to be of further effect as
to all Notes issued hereunder, when:

     (a) either:

          (i) all Notes that have been authenticated (except lost, stolen or
     destroyed Notes that have been replaced or paid and Notes for whose payment
     money has theretofore been deposited in trust and thereafter repaid to the
     Company) have been delivered to the Trustee for cancellation; or

          (ii) all Notes that have not been delivered to the Trustee for
     cancellation have become due and payable by reason of the making of a
     notice of redemption or otherwise or will become due and payable within one
     year and the Company or any Guarantor has irrevocably deposited or caused
     to be deposited with the Trustee as trust funds in trust solely for the
     benefit of the Holders, cash in U.S. dollars, non-callable Government
     Securities, or a combination thereof, in such amounts as will be sufficient
     without consideration of any reinvestment of interest, to pay and discharge
     the entire indebtedness on the Notes not delivered to the Trustee for
     cancellation for principal, premium and Additional Interest, if any, and
     accrued interest to the date of maturity or redemption;
<PAGE>
                                      -74-


     (b) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit or shall occur as a result of such deposit and such
deposit will not result in a breach or violation of, or constitute a default
under, any other instrument to which the Company or any Guarantor is a party or
by which the Company or any Guarantor is bound;

     (c) the Company or any Guarantor has paid or caused to be paid all sums
payable by it under this Indenture; and

     (d) the Company has delivered irrevocable instructions to the Trustee under
this Indenture to apply the deposited money toward the payment of the Notes at
maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

     Notwithstanding the satisfaction and discharge of this Indenture, if money
shall have been deposited with the Trustee pursuant to subclause (ii) of clause
(a) of this Section, the provisions of Section 12.02 and Section 8.06 shall
survive.

12.02 Application of Trust Money.

     Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 12.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and any Guarantor's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
12.01; provided that if the Company has made any payment of principal of,
premium and Additional Interest, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.

                                  ARTICLE XIII

                                  MISCELLANEOUS

13.01 Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties shall control.
<PAGE>
                                      -75-


13.02 Notices.

     Any notice or communication by the Company, any Guarantor or the Trustee to
the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telecopier
or overnight air courier guaranteeing next day delivery, to the others' address:

     If to the Company and/or any Guarantor:

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

     With a copy to:

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

     If to the Trustee:

     The Bank of New York Trust Company, N.A.
     10161 Centurion Parkway
     Jacksonville, FL 32256
     Telecopier No.: (904) 645-1921
     Attention: Corporate Trust Administration, Ref: WCI Notes due 2015

     The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

     All notices and communications (other than those sent to Holders) 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 the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery, and effective only upon actual receipt.

     Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed to a Holder in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.
<PAGE>
                                      -76-


     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

13.03 Communication by Holders of Notes with Other Holders of Notes.

     Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

13.04 Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

13.05 Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

     (a) a statement that the Person making such certificate or opinion has read
such covenant or condition;

     (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

     (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

     (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.

13.06 Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.
<PAGE>
                                      -77-


13.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or any Guarantor under the Notes, the Note
Guarantees, this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

13.08 Governing Law; Submission to Jurisdiction.

     THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The parties to
this Indenture each hereby irrevocably submits to the non-exclusive jurisdiction
of any New York State or federal court sitting in the Borough of Manhattan in
The City of New York in any action or proceeding arising out of or relating to
the Notes, the Guarantees or this Indenture, and all such parties hereby
irrevocably agree that all claims in respect of such action or proceeding may be
heard and determined in such New York State or federal court and hereby
irrevocably waive, to the fullest extent that they may legally do so, the
defense of an inconvenient forum to the maintenance of such action or
proceeding. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES,
THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.09 No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

13.10 Successors.

     All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 11.05.

13.11 Severability.

     In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

13.12 Counterpart Originals.

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.
<PAGE>
                                      -78-


13.13 Table of Contents, Headings, etc.

     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]
<PAGE>
                                   SIGNATURES

Dated as of March 10, 2005

                                   WCI COMMUNITIES, INC.


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


                                       S-1
<PAGE>
                                   BAY COLONY-GATEWAY, INC.
                                   BAY COLONY OF NAPLES, INC.
                                   BAY COLONY REALTY ASSOCIATES, INC.
                                   COMMUNITIES AMENITIES, INC.
                                   COMMUNITIES FINANCE COMPANY, LLC
                                   COMMUNITIES HOME BUILDERS, INC.
                                   COMMUNITY SPECIALIZED SERVICES, INC.
                                   CORAL RIDGE COMMUNITIES, INC.
                                   CORAL RIDGE PROPERTIES, INC.
                                   CORAL RIDGE REALTY, INC.
                                   CORAL RIDGE REALTY SALES, INC.


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


                                   CARPENTRY MANAGEMENT ASSOCIATES, LLC
                                   DIX HILLS HOME & LAND COMPANY LLC


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Authorized Representative


                                   FAIR OAKS PARKWAY, LLC
                                   FINANCIAL RESOURCES GROUP, INC.
                                   FIRST FIDELITY TITLE, INC.
                                   FLORIDA DESIGN COMMUNITIES, INC.
                                   FLORIDA LIFESTYLE MANAGEMENT COMPANY
                                   FLORIDA NATIONAL PROPERTIES, INC.
                                   GATEWAY COMMUNICATIONS SERVICES, INC.
                                   GC ASSETS OF NASSAU, INC.
                                   HOPEWELL CROSSING HOME & LAND COMPANY, LLC
                                   HUNTING RIDGE II, LLC
                                   HUNTING RIDGE III, LLC


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


                                       S-2
<PAGE>
                                   LAKE GROVE HOME & LAND COMPANY LLC
                                   MANSION RIDGE HOME & LAND COMPANY LLC
                                   NEW HOME & LAND COMPANY LLC


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Authorized Representative


                                   POPLAR TREE LLC
                                   RENAISSANCE AT BEACON HILL II, LLC
                                   RENAISSANCE AT BEACON HILL, LLC
                                   RENAISSANCE AT BELLVIEW ROAD, LLC
                                   RENAISSANCE AT BRIDGES OF OAKTON II, LLC
                                   RENAISSANCE AT THE BRIDGES OF OAKTON, LLC
                                   RENAISSANCE AT CARDINAL FOREST, LLC
                                   RENAISSANCE CUSTOM COMMUNITIES, LLC
                                   RENAISSANCE AT EVERGREEN MILLS ROAD, LLC
                                   RENAISSANCE AT FOXHALL, LLC
                                   RENAISSANCE AT GEORGETOWN PIKE, LLC
                                   RENAISSANCE AT HUNTING HILLS, LLC
                                   RENAISSANCE AT KING'S CROSSING, LLC
                                   RENAISSANCE AT LAKE MANASSAS, LLC
                                   RENAISSANCE AT OAK CREEK CLUB, LLC
                                   RENAISSANCE AT OAKTON GLEN, LLC
                                   RENAISSANCE AT OCCOQUAN WALK, LLC
                                   RENAISSANCE AT RIVER CREEK II, LLC
                                   RENAISSANCE AT RIVER CREEK TOWNS, LLC
                                   RENAISSANCE AT RIVER CREEK VILLAS, INC.


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


                                       S-3
<PAGE>
                                   RENAISSANCE AT RIVER CREEK, INC.
                                   RENAISSANCE AT ROSELAND, INC.
                                   RENAISSANCE AT RUGBY ROAD II, LLC
                                   RENAISSANCE AT RUGBY ROAD, LLC
                                   RENAISSANCE AT SOUTH RIVER, INC.
                                   RENAISSANCE AT THE OAKS, LLC
                                   RENAISSANCE AT TIMBERLAKE II, LLC
                                   RENAISSANCE AT TIMBERLAKE, LLC
                                   RENAISSANCE CUSTOMS, LLC
                                   RENAISSANCE HOLDINGS CORP.
                                   RENAISSANCE HOUSING CORP.
                                   RENAISSANCE LAND, LLC
                                   RESORT AT SINGER ISLAND PROPERTIES, INC.
                                   RESTON BUILDING COMPANY, LLC
                                   RMH, LLC


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


                                   SPECTRUM BELLEFAIR CORP.
                                   SPECTRUM BRAE BURN CORP.
                                   SPECTRUM CONSTRUCTION CORP.
                                   SPECTRUM DESIGN STUDIO, INC.


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


                                   SPECTRUM GLEN COVE CORP.
                                   SPECTRUM HALF MOON, CORP.
                                   SPECTRUM HOLMDEL CORP.
                                   SPECTRUM HOMES, INC.
                                   SPECTRUM LANDING CORP.


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


                                       S-4
<PAGE>
                                   SOUTHBURY HOME & LAND COMPANY LLC
                                   SPECTRUM EAST FISHKILL, LLC
                                   SPECTRUM EASTPORT, LLC
                                   SPECTRUM KENSINGTON LLC
                                   SPECTRUM LAKE GROVE LLC


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Authorized Representative


                                   SPECTRUM MANHATTAN WOODS, LLC
                                   SPECTRUM NORTH BERGEN LLC
                                   SPECTRUM POCANTICO, LLC
                                   SPECTRUM WESTPORT, LLC
                                   SPECTRUM WILSON PARK, LLC
                                   THE VALIMAR HOME & LAND COMPANY LLC


                                   By: /s/ James D. Cullen
                                       -----------------------------------------
                                   Name: James D. Cullen
                                   Title: Authorized Representative


                                   SPECTRUM CUSTOMER CARE, INC.
                                   SPECTRUM LANDING CORP.
                                   SPECTRUM LONG BEACH, LLC
                                   SPECTRUM MONROE CORP.
                                   SPECTRUM PDC CORP.
                                   SPECTRUM REAL ESTATE DEVELOPMENT, LLC
                                   SPECTRUM VALIMAR CORP.
                                   SPECTRUM-IRVINGTON CORP.
                                   SPECTRUM-RIVERWOODS CORP.


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


                                       S-5
<PAGE>
                                   SUN CITY CENTER GOLF PROPERTIES, INC.
                                   SUN CITY CENTER REALTY, INC.
                                   WATERMARK REALTY, INC.
                                   THE COLONY AT PELICAN LANDING GOLF CLUB, INC.
                                   JYC HOLDINGS, INC.
                                   MARBELLA AT PELICAN BAY, INC.
                                   PELICAN LANDING GOLF RESORT VENTURES, INC.
                                   SARASOTA TOWER, INC.
                                   TARPON COVE YACHT & RACQUET CLUB, INC.
                                   TIBURON GOLF VENTURES, INC.
                                   WCI ARCHITECTURE & LAND PLANNING, INC.
                                   WATERMARK REALTY REFERRAL, INC.
                                   WCI COMMUNITIES PROPERTY MANAGMENT, INC.
                                   WCI GOLF GROUP, INC.
                                   WCI REALTY, INC.
                                   GATEWAY COMMUNITIES, INC.
                                   GATEWAY REALTY SALES, INC.
                                   HERON BAY, INC.
                                   HERON BAY GOLF COURSE PROPERTIES, INC.
                                   PELICAN BAY PROPERTIES, INC.
                                   PELICAN LANDING PROPERTIES, INC.
                                   PELICAN MARSH PROPERTIES, INC.
                                   TARPON COVE REALTY, INC.
                                   WCI HOMES, INC.
                                   PELICAN LANDING COMMUNITIES, INC.
                                   SPECTRUM CUSTOMER CARE, INC.
                                   WCI AMENITIES, INC.
                                   WCI BUSINESS DEVELOPMENT, INC.
                                   WCI CAPITAL CORPORATION
                                   WCI HOMEBUILDING NORTHEAST, U.S., INC.
                                   WCI HOMEBUILDING, INC.
                                   WCI MARKETING, INC.
                                   WCI MID-ATLANTIC U.S. REGION, INC.
                                   WCI NORTHEAST U.S. REGION, LLC
                                   WCI TOWERS, INC.
                                   WOODLAND PROPERTIES, LLC


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


                                       S-6
<PAGE>
                                   THE BANK OF NEW YORK TRUST COMPANY, N.A.
                                      as Trustee


                                   BY: /s/ George W. Bemister III
                                       -----------------------------------------
                                   NAME: George W. Bemister III
                                   TITLE: Assistant Vice President


                                       S-7
<PAGE>
                                   EXHIBIT A-1

                                 [FACE OF NOTE]

================================================================================

CUSIP No.
ISIN No.

         6-5/8% [Series A] [Series B] Senior Subordinated Notes due 2015

No.                                                               $
    ---                                                            ------------

                              WCI COMMUNITIES, INC.

promises to pay to
                   -------------------------------------------------------------

or registered assigns,

the principal sum of
                     -----------------------------------------------------------

Dollars on March 15, 2015.

Interest Payment Dates: March 15 and September 15

Record Dates: March 1 and September 1

                                        WCI COMMUNITIES, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

Dated:
       ---------------, ----

THE BANK OF NEW YORK TRUST COMPANY,
   N.A., as Trustee


By:
    ---------------------------------
Authorized Officer

================================================================================


                                     A-1-1
<PAGE>
                                 [BACK OF NOTE]

         6-5/8% [SERIES A] [SERIES B] SENIOR SUBORDINATED NOTES DUE 2015

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. INTEREST. WCI Communities, Inc., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 6-5/8% per
annum from March 10, 2005 until maturity and shall pay the Additional Interest
payable pursuant to Section 5 of the Registration Rights Agreement referred to
below. The Company will pay interest and Additional Interest semi-annually in
arrears on March 15 and September 15 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be September 15, 2005. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

     2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) and Additional Interest to the Persons who are registered
Holders of Notes at the close of business on the March 1 or September 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium and Additional Interest, if any, and
interest at the office or agency of the Company maintained for such purpose
within or without The City and State of New York, or, at the option of the
Company, payment of interest and Additional Interest may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Additional
Interest on, all Global Notes and all other Notes the Holders of which shall
have provided wire transfer instructions to the Company or the Paying Agent at
least five Business Days prior to the applicable payment date. Such payment
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.

     3. AGENT AND REGISTRAR. Initially, The Bank of New York Trust Company,
N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any such capacity.

     4. INDENTURE. The Company issued the Notes under an Indenture dated as of
March 10, 2005 ("Indenture") between the Company, the Guarantors listed on the
signature page therein (the "Guarantors") and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
Sections 77aaa-77bbbb). The Notes are


                                     A-1-2
<PAGE>
subject to all such terms, and Holders are referred to the Indenture and such
Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are obligations of the
Company limited to $200.0 million in aggregate principal amount.

     5. OPTIONAL REDEMPTION.

     (a) Except as set forth in clauses (b) and (c) of this paragraph 5, the
Company shall not have the option to redeem the Notes pursuant to this paragraph
5 prior to March 15, 2010. Thereafter, the Company shall have the option to
redeem the Notes, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Additional Interest thereon, if any, to the applicable redemption
date, if redeemed during the twelve-month period beginning on March 15 of the
years indicated below:

<TABLE>
<CAPTION>
Year                     Percentage
----                     ----------
<S>                      <C>
2010..................    103.313%
2011..................    102.208%
2012..................    101.104%
2013 and thereafter...    100.000%
</TABLE>

     (b) Notwithstanding the provisions of clause (a) of this paragraph 5, at
any time on or prior to March 15, 2008, the Company may on one or more occasions
redeem up to an aggregate of 35% of the aggregate principal amount of Notes
issued under the Indenture at a redemption price equal to 106.625% of the
principal amount thereof plus accrued and unpaid interest and Additional
Interest thereon, if any, to the redemption date with the net cash proceeds of
one or more Equity Offerings of the Company to the extent the net cash proceeds
thereof are contributed to the Company as a capital contribution to the common
equity of the Company; provided that at least 65% of the aggregate principal
amount of the Notes issued under the Indenture remains outstanding immediately
after the occurrence of such redemption and that such redemption occurs within
90 days of the date of the closing of such Equity Offering.

     (c) Notwithstanding the provisions of clauses (a) and (b) of this paragraph
5, prior to March 15, 2010, the Notes will be redeemable, in whole, at any time,
or in part, from time to time, at the option of the Company upon not less than
30 nor more than 60 days' notice at a redemption price equal to the sum of: (1)
100% of the principal amount thereof, plus accrued and unpaid interest thereon
to the redemption date, if any; plus (2) the Make-Whole Amount.

     6. MANDATORY REDEMPTION.

     The Company shall not be required to make mandatory redemption or sinking
fund payments with respect to the Notes.

     7. REPURCHASE AT OPTION OF HOLDER.

     Upon the occurrence of a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to each Holder to repurchase all
or any part (equal to $1,000 or an integral multiple thereof) of each Holder's
Notes at a purchase price equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Additional Interest thereon, if
any, to the date of purchase (the "Change of Control Payment"). Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as required
by the Indenture.

     8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address.


                                     A-1-3
<PAGE>
Notes in denominations larger than $1,000 may be redeemed in part but only in
whole multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

     9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the succeeding Interest Payment Date.

     10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

     11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes and Additional Notes, if any, voting as a single class,
and any existing default or compliance with any provision of the Indenture, the
Note Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes and Additional Notes,
if any, voting as a single class. Without the consent of any Holder of a Note,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to provide for the
assumption of the Company's or Guarantor's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
comply with the requirements of the Securities and Exchange Commission in order
to effect or maintain the qualification of the Indenture under the Trust
Indenture Act, to provide for the Issuance of Additional Notes in accordance
with the limitations set forth in the Indenture, or to allow any Guarantor to
execute a supplemental indenture to the Indenture and/or a Note Guarantee with
respect to the Notes.

     12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest or Additional Interest, if any, on the
Notes; (ii) default in payment when due of principal of or premium, if any, on
the Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, (iii) failure
by the Company or any of its Restricted Subsidiaries to comply with Section 4.15
or 5.01 of the Indenture; (iv) failure by the Company for 30 days after notice
to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes (including Additional Notes, if any) then
outstanding voting as a single class to comply with certain other agreements in
the Indenture, or the Notes; (v) default under certain other agreements relating
to Indebtedness of the Company which default results in the acceleration of such
Indebtedness prior to its express maturity; (vi) certain final judgments for the
payment of money in excess of $25.0 million in the aggregate that remain
undischarged for a period of 60 days; (vii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries;
and (viii) except as permitted by the Indenture, any Note Guarantee shall be
held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor or any Person
acting on its behalf shall deny or disaffirm its obligations under such
Guarantor's Note Guarantee. If any Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any


                                     A-1-4
<PAGE>
trust or power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, premium and Additional Interest,
if any, or the principal of, the Notes. The Company is required to deliver to
the Trustee annually a statement regarding compliance with the Indenture, and
the Company is required upon becoming aware of any Default or Event of Default,
to deliver to the Trustee a statement specifying such Default or Event of
Default.

     13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     14. NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator
or stockholder, of the Company or any Guarantor, as such, shall not have any
liability for any obligations of the Company or any Guarantor under the Notes,
the Note Guarantees or the Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for the issuance of the Notes.

     15. AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

     16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of March 10, 2005, between the Company and the parties named on the
signature pages thereof (the "Registration Rights Agreement").

     18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

WCI Communities, Inc.
24301 Walden Center Drive
Suite 300
Bonita Springs, Florida 34134
Attention: Vivien N. Hastings, Esq.


                                     A-1-5
<PAGE>
                                 ASSIGNMENT FORM

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                              ----------------------------------
                                                (Insert assignee's legal name)

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:
      --------------


                                        Your Signature:
                                                       -------------------------
                                        (Sign exactly as your name appears on
                                        the face of this Note)


Signature Guarantee*:
                      ---------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                     A-1-6
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.15 of the Indenture, check the appropriate box below:

                                [ ] Section 4.15

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.15 of the Indenture, state the amount you elect to have
purchased:

                               $
                                ------------------

Date:
      --------------


                                        Your Signature:
                                                       -------------------------
                                        (Sign exactly as your name appears on
                                        the face of this Note)

                                        Tax Identification No.:
                                                               -----------------


Signature Guarantee*:
                      ---------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                     A-1-7
<PAGE>
             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

     The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

<TABLE>
<CAPTION>
                       Amount of          Amount of       Principal Amount     Signature of
                      decrease in        increase in       of this Global       authorized
                   Principal Amount   Principal Amount     Note following       officer of
                    of this Global     of this Global    such decrease (or   Trustee or Note
Date of Exchange         Note               Note             increase)          Custodian
----------------   ----------------   ----------------   -----------------   ---------------
<S>                <C>                <C>                <C>                 <C>

</TABLE>

*    This schedule should be included only if the Note is issued in global form.


                                     A-1-8
<PAGE>
                                   EXHIBIT A-2

                  [FACE OF REGULATION S TEMPORARY GLOBAL NOTE]

================================================================================

CUSIP No.
ISIN No.

         6-5/8% [Series A] [Series B] Senior Subordinated Notes due 2015

No. ___                                                            $____________

                              WCI COMMUNITIES, INC.

promises to pay to _____________________________________________________________

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on March 15, 2015.

Interest Payment Dates: March 15 and September 15

Record Dates: March 1 and September 1

                                        WCI COMMUNITIES, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

Dated:
       ---------------, ----

THE BANK OF NEW YORK TRUST COMPANY,
   N.A., as Trustee


By:
    ---------------------------------
Authorized Officer

================================================================================


                                      A-2-1
<PAGE>
                  [BACK OF REGULATION S TEMPORARY GLOBAL NOTE]

         6-5/8% [SERIES A] [SERIES B] SENIOR SUBORDINATED NOTES DUE 2015

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THE NOTE
EVIDENCED HEREBY IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN
TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
ACCREDITED INVESTOR (AS DEFINED IN RULE 501 (a) (1), (2), (3) or (7) UNDER THE
SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS
BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR
THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL
ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR,
THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES


                                      A-2-2
<PAGE>
ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S.
PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. INTEREST. WCI Communities, Inc., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 6-5/8% per
annum from March 10, 2005 until maturity and shall pay the Additional Interest
payable pursuant to Section 5 of the Registration Rights Agreement referred to
below. The Company will pay interest and Additional Interest semi-annually in
arrears on March 15 and September 15 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be September 15, 2005. The Company shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

     2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) and Additional Interest to the Persons who are registered
Holders of Notes at the close of business on the March 1 or September 1 next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium and Additional Interest, if any, and
interest at the office or agency of the Company maintained for such purpose
within or without the City and State of New York, or, at the option of the
Company, payment of interest and Additional Interest may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, premium and Additional
Interest on, all Global Notes and all other Notes the Holders of which shall
have provided wire transfer instructions to the Company or the Paying Agent.
Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.

     3. AGENT AND REGISTRAR. Initially, The Bank of New York Trust Company,
N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any such capacity.

     4. INDENTURE. The Company issued the Notes under an Indenture dated as of
March 10, 2005 ("Indenture") between the Company, the Guarantors listed on the
signature page therein (the "Guarantors") and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
Sections 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes are obligations of the Company limited to $200.0 million in aggregate
principal amount.


                                      A2-3
<PAGE>
     5. OPTIONAL REDEMPTION.

     (a) Except as set forth in clauses (b) and (c) of this paragraph 5, the
Company shall not have the option to redeem the Notes pursuant to this paragraph
5 prior to March 15, 2010. Thereafter, the Company shall have the option to
redeem the Notes, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Additional Interest thereon, if any, to the applicable redemption
date, if redeemed during the twelve-month period beginning on March 15 of the
years indicated below:

<TABLE>
<CAPTION>
Year                      Percentage
----                      ----------
<S>                       <C>
2010 ..................    103.313%
2011 ..................    102.208%
2012 ..................    101.104%
2013 and thereafter ...    100.000%
</TABLE>

     (b) Notwithstanding the provisions of clause (a) of this paragraph 5, at
any time on or prior to March 15, 2008, the Company may on one or more occasions
redeem up to an aggregate of 35% of the aggregate principal amount of Notes
issued under the Indenture at a redemption price equal to 106.625% of the
principal amount thereof plus accrued and unpaid interest and Additional
Interest thereon, if any, to the redemption date with the net cash proceeds of
one or more Equity Offerings of the Company to the extent the net cash proceeds
thereof are contributed to the Company as a capital contribution to the common
equity of the Company; provided that at least 65% of the aggregate principal
amount of the Notes issued under the Indenture remains outstanding immediately
after the occurrence of such redemption and that such redemption occurs within
90 days of the date of the closing of such Equity Offering.

     (c) Notwithstanding the provisions of clauses (a) and (b) of this paragraph
5, prior to March 15, 2010, the Notes will be redeemable, in whole, at any time,
or in part, from time to time, at the option of the Company upon not less than
30 nor more than 60 days' notice at a redemption price equal to the sum of: (1)
100% of the principal amount thereof, plus accrued and unpaid interest thereon
to the redemption date, if any; plus (2) the Make-Whole Amount.

     6. MANDATORY REDEMPTION.

     Except as set forth in paragraph 7 below, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the Notes.

     7. REPURCHASE AT OPTION OF HOLDER.

     Upon the occurrence of a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to each Holder to repurchase all
or any part (equal to $1,000 or an integral multiple thereof) of each Holder's
Notes at a purchase price equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Additional Interest thereon, if
any, to the date of purchase (the "Change of Control Payment"). Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as required
by the Indenture.

     8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000,


                                      A2-4
<PAGE>
unless all of the Notes held by a Holder are to be redeemed. On and after the
redemption date interest ceases to accrue on Notes or portions thereof called
for redemption.

     9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the succeeding Interest Payment Date.

     10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

     11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Notes and Additional Notes, if any, voting as a single class,
and any existing default or compliance with any provision of the Indenture, the
Note Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes and Additional Notes,
if any, voting as a single class. Without the consent of any Holder of a Note,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
to cure any ambiguity, defect or inconsistency, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to provide for the
assumption of the Company's or Guarantor's obligations to Holders of the Notes
in case of a merger or consolidation, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder, to
comply with the requirements of the Securities and Exchange Commission in order
to effect or maintain the qualification of the Indenture under the Trust
Indenture Act, to provide for the Issuance of Additional Notes in accordance
with the limitations set forth in the Indenture, or to allow any Guarantor to
execute a supplemental indenture to the Indenture and/or a Note Guarantee with
respect to the Notes.

     12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest or Additional Interest, if any, on the
Notes; (ii) default in payment when due of principal of or premium, if any, on
the Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise, (iii) failure
by the Company or any of its Restricted Subsidiaries to comply with Section 4.15
or 5.01 of the Indenture; (iv) failure by the Company for 30 days after notice
to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes (including Additional Notes, if any) then
outstanding voting as a single class to comply with certain other agreements in
the Indenture, or the Notes; (v) default under certain other agreements relating
to Indebtedness of the Company which default results in the acceleration of such
Indebtedness prior to its express maturity; (vi) certain final judgments for the
payment of money in excess of $25.0 million in the aggregate that remain
undischarged for a period of 60 days; (vii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries;
and (viii) except as permitted by the Indenture, any Note Guarantee shall be
held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor or any Person
acting on its behalf shall deny or disaffirm its obligations under such
Guarantor's Note Guarantee. If any Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or


                                      A2-5
<PAGE>
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes then outstanding by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest on,
premium and Additional Interest, if any, or the principal of, the Notes. The
Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

     13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     14. NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator
or stockholder, of the Company or any Guarantor, as such, shall not have any
liability for any obligations of the Company or any Guarantor under the Notes or
the Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

     15. AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

     16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of March 10, 2005, between the Company and the parties named on the
signature pages thereof (the "Registration Rights Agreement").

     18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

WCI Communities, Inc.
24301 Walden Center Drive
Suite 300
Bonita Springs, Florida 34134
Attention: Vivien N. Hastings, Esq.


                                      A2-6
<PAGE>
                                 ASSIGNMENT FORM

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date: ________________


                                        Your Signature:
                                                        ------------------------
                                        (Sign exactly as your name appears on
                                        the face of this Note)


Signature Guarantee*:
                      ---------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                      A2-7
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.15 of the Indenture, check the appropriate box below:

                                [ ] Section 4.15

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.15 of the Indenture, state the amount you elect to have
purchased:

                               $ ________________

Date: ________________


                                        Your Signature:
                                                        ------------------------
                                               (Sign exactly as your name
                                               appears on the face of this Note)

                                        Tax Identification No.: ________________


Signature Guarantee*:
                      ---------------

*    Participant in a recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).


                                      A2-8
<PAGE>
          SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE*

     The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or of other Restricted Global Notes
for an interest in this Regulation S Temporary Global Note, have been made:

<TABLE>
<CAPTION>
                       Amount of          Amount of       Principal Amount     Signature of
                      decrease in        increase in       of this Global       authorized
                   Principal Amount   Principal Amount     Note following       officer of
                    of this Global     of this Global    such decrease (or   Trustee or Note
Date of Exchange         Note               Note             increase)          Custodian
----------------   ----------------   ----------------   -----------------   ---------------
<S>                <C>                <C>                <C>                 <C>

</TABLE>


                                      A2-9
<PAGE>
                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

WCI Communities, Inc.
24301 Walden Center Drive
Suite 300
Bonita Springs, Florida 34134
Attention: Vivien N. Hastings, Esq.

[Registrar address block]

          Re: 6-5/8% Senior Subordinated Notes due 2015

     Reference is hereby made to the Indenture, dated as of March 10, 2005 (the
"Indenture"), between WCI Communities, Inc., as issuer (the "Company"), the
Guarantors listed on the signature page therein and The Bank of New York Trust
Company, N.A., as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

     ___________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

     CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A
GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being
effected pursuant to and in accordance with Rule 144A under the United States
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the
Transferor hereby further certifies that the beneficial interest or Definitive
Note is being transferred to a Person that the Transferor reasonably believed
and believes is purchasing the beneficial interest or Definitive Note for its
own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

     CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
TEMPORARY REGULATION S GLOBAL NOTE, THE REGULATION S GLOBAL NOTE OR A DEFINITIVE
NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made
to a person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside


                                      B-1
<PAGE>
the United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act and/, (iii) the transaction is
not part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note, the Temporary
Regulation S Global Note and/or the Definitive Note and in the Indenture and the
Securities Act.

     CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY PROVISION
OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is
being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act and any applicable
blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

     (a) such Transfer is being effected pursuant to and in accordance with Rule
144 under the Securities Act;

     or

     (b) such Transfer is being effected to the Company or a subsidiary thereof;

     or

     (c) such Transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus
delivery requirements of the Securities Act;

     or

     (d) such Transfer is being effected to an Institutional Accredited Investor
and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and (2) an
Opinion of Counsel provided by the Transferor or the Transferee (a copy of which
the Transferor has attached to this certification), to the effect that such
Transfer is in compliance with the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the IAI Global
Note and/or the Definitive Notes and in the Indenture and the Securities Act.

     CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.


                                      B-2
<PAGE>
     CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any state of the United States and
(ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

     CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

     CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and
in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any State of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will not be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes or Restricted
Definitive Notes and in the Indenture.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                        ----------------------------------------
                                               [Insert Name of Transferor]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

Dated:
       ----------------------------


                                      B-3
<PAGE>
                       ANNEX A TO CERTIFICATE OF TRANSFER

The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

     (a)   [ ]     a beneficial interest in the:

           (i)     [ ]   144A Global Note (CUSIP__________________________ ), or

           (ii)    [ ]   Regulation S Global Note (CUSIP__________________ ), or

           (iii)   [ ]   IAI Global Note (CUSIP___________________________ ); or

     (b)   [ ]     a Restricted Definitive Note.

After the Transfer the Transferee will hold:

[CHECK ONE]

     (a)   [ ]     a beneficial interest in the:

           (i)     [ ]   144A Global Note (CUSIP _________________________ ), or

           (ii)    [ ]   Regulation S Global Note (CUSIP _________________ ), or

           (iii)   [ ]   IAI Global Note (CUSIP __________________________ ); or

           (iv)    [ ]   Unrestricted Global Note (CUSIP _________________ ); or

     (b)   [ ]     a Restricted Definitive Note; or

     (c)   [ ]     an Unrestricted Definitive Note,

           in accordance with the terms of the Indenture.


                                      B-4
<PAGE>
                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

WCI Communities, Inc.
24301 Walden Center Drive
Suite 300
Bonita Springs, Florida 34134
Attention: Vivien N. Hastings, Esq.

[Registrar address block]

          Re: 6-5/8% Senior Subordinated Notes due 2015

(CUSIP _____________)

     Reference is hereby made to the Indenture, dated as of March 10, 2005 (the
"Indenture"), between WCI Communities, Inc., as issuer (the "Company"), The
Guarantors listed on the signature page therein and The Bank of New York Trust
Company, N.A., as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

     __________________________, (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

     EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

     (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

     (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are


                                      C-1
<PAGE>
not required in order to maintain compliance with the Securities Act and (iv)
the Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

     (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

     (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

     EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

     (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

     (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
"144A Global Note," Regulation S Global Note, " IAI Global Note with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.


                                      C-2
<PAGE>
     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                        ----------------------------------------
                                               [Insert Name of Transferor]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

Dated:
       -----------------------------


                                      C-3
<PAGE>
                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

WCI Communities, Inc.
24301 Walden Center Drive
Suite 300
Bonita Springs, Florida 34134
Attention: Vivien N. Hastings, Esq.

[Registrar address block]

     Re:  6-5/8% Senior Subordinated Notes due 2015

(CUSIP ____________)

     Reference is hereby made to the Indenture, dated as of March 10, 2005 (the
"Indenture"), between WCI Communities, Inc., as issuer (the "Company"), The
Guarantors listed on the signature page therein and The Bank of New York Trust
Company, N.A., as trustee. Capitalized terms used but not defined herein shall
have the meanings given to them in the Indenture.

     In connection with our proposed purchase of $____________ aggregate
principal amount of:

     (a) [ ] a beneficial interest in a Global Note, or

     (b) [ ] a Definitive Note,

     we confirm that:

     We understand that any subsequent transfer of the Notes or any interest
therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes or any interest therein except in compliance
with, such restrictions and conditions and the United States Securities Act of
1933, as amended (the "Securities Act").

     We understand that the offer and sale of the Notes have not been registered
under the Securities Act, and that the Notes and any interest therein may not be
offered or sold except as permitted in the following sentence. We agree, on our
own behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell the Notes or any interest therein, we will do so
only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule
144A under the Securities Act to a "qualified institutional buyer" (as defined
therein), (C) to an institutional "accredited investor" (as defined below) that,
prior to such transfer, furnishes (or has furnished on its behalf by a U.S.
broker-dealer) to you and to the Company a signed letter substantially in the
form of this letter and an Opinion of Counsel in form reasonably acceptable to
the Company to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a


                                       D-1
<PAGE>
transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted
as stated herein.

     We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

     We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

     We are acquiring the Notes or beneficial interest therein purchased by us
for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                        ----------------------------------------
                                               [Insert Name of Transferor]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

Dated:
       --------------------


                                      D-2
<PAGE>
                                    EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

     For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of March 10, 2005 (the "Indenture") among
WCI Communities, Inc., the Guarantors listed on the signature pages thereto and
The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), (a) the
due and punctual payment of the principal of, premium and Additional Interest,
if any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal and premium, and, to the extent permitted by
law, interest, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 11 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.


                                       E-1
<PAGE>
                                       BAY COLONY-GATEWAY, INC.
                                       BAY COLONY OF NAPLES, INC.
                                       BAY COLONY REALTY ASSOCIATES, INC.
                                       COMMUNITIES AMENITIES, INC.
                                       COMMUNITIES FINANCE COMPANY, LLC
                                       COMMUNITIES HOME BUILDERS, INC.
                                       COMMUNITY SPECIALIZED SERVICES, INC.
                                       CORAL RIDGE COMMUNITIES, INC.
                                       CORAL RIDGE PROPERTIES, INC.
                                       CORAL RIDGE REALTY, INC.
                                       CORAL RIDGE REALTY SALES, INC.


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


                                       CARPENTRY MANAGEMENT ASSOCIATES, LLC
                                       DIX HILLS HOME & LAND COMPANY LLC


                                       By:
                                           -------------------------------------
                                       Name: James D. Cullen
                                       Title: Authorized Representative


                                       FAIR OAKS PARKWAY, LLC
                                       FINANCIAL RESOURCES GROUP, INC.
                                       FIRST FIDELITY TITLE, INC.
                                       FLORIDA DESIGN COMMUNITIES, INC.
                                       FLORIDA LIFESTYLE MANAGEMENT COMPANY
                                       FLORIDA NATIONAL PROPERTIES, INC.
                                       GATEWAY COMMUNICATIONS SERVICES, INC.
                                       GC ASSETS OF NASSAU, INC.
                                       HOPEWELL CROSSING HOME & LAND COMPANY,
                                       LLC
                                       HUNTING RIDGE II, LLC
                                       HUNTING RIDGE III, LLC


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


                                      E-2
<PAGE>
                                       LAKE GROVE HOME & LAND COMPANY LLC
                                       MANSION RIDGE HOME & LAND COMPANY LLC
                                       NEW HOME & LAND COMPANY LLC


                                       By:
                                           ------------------------------------
                                       Name: James D. Cullen
                                       Title: Authorized Representative


                                       POPLAR TREE LLC
                                       RENAISSANCE AT BEACON HILL II, LLC
                                       RENAISSANCE AT BEACON HILL, LLC
                                       RENAISSANCE AT BELLVIEW ROAD, LLC
                                       RENAISSANCE AT BRIDGES OF OAKTON II, LLC
                                       RENAISSANCE AT THE BRIDGES OF OAKTON, LLC
                                       RENAISSANCE AT CARDINAL FOREST, LLC
                                       RENAISSANCE CUSTOM COMMUNITIES, LLC
                                       RENAISSANCE AT EVERGREEN MILLS ROAD, LLC
                                       RENAISSANCE AT FOXHALL, LLC
                                       RENAISSANCE AT GEORGETOWN PIKE, LLC
                                       RENAISSANCE AT HUNTING HILLS, LLC
                                       RENAISSANCE AT KING'S CROSSING, LLC
                                       RENAISSANCE AT LAKE MANASSAS, LLC
                                       RENAISSANCE AT OAK CREEK CLUB, LLC
                                       RENAISSANCE AT OAKTON GLEN, LLC
                                       RENAISSANCE AT OCCOQUAN WALK, LLC
                                       RENAISSANCE AT RIVER CREEK II, LLC
                                       RENAISSANCE AT RIVER CREEK TOWNS,LLC
                                       RENAISSANCE AT RIVER CREEK VILLAS, INC.


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


                                      E-3
<PAGE>
                                       RENAISSANCE AT RIVER CREEK, INC.
                                       RENAISSANCE AT ROSELAND, INC.
                                       RENAISSANCE AT RUGBY ROAD II, LLC
                                       RENAISSANCE AT RUGBY ROAD, LLC
                                       RENAISSANCE AT SOUTH RIVER, INC.
                                       RENAISSANCE AT THE OAKS, LLC
                                       RENAISSANCE AT TIMBERLAKE II, LLC
                                       RENAISSANCE AT TIMBERLAKE, LLC
                                       RENAISSANCE CUSTOMS, LLC
                                       RENAISSANCE HOLDINGS CORP.
                                       RENAISSANCE HOUSING CORP.
                                       RENAISSANCE LAND, LLC
                                       RESORT AT SINGER ISLAND PROPERTIES, INC.
                                       RESTON BUILDING COMPANY, LLC
                                       RMH, LLC


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


                                       SPECTRUM BELLEFAIR CORP.
                                       SPECTRUM BRAE BURN CORP.
                                       SPECTRUM CONSTRUCTION CORP.
                                       SPECTRUM DESIGN STUDIO, INC.


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


                                       SPECTRUM GLEN COVE CORP.
                                       SPECTRUM HALF MOON, CORP.
                                       SPECTRUM HOLMDEL CORP.
                                       SPECTRUM HOMES, INC.
                                       SPECTRUM LANDING CORP.


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


                                      E-4
<PAGE>
                                       SOUTHBURY HOME & LAND COMPANY LLC
                                       SPECTRUM EAST FISHKILL, LLC
                                       SPECTRUM EASTPORT, LLC
                                       SPECTRUM KENSINGTON LLC
                                       SPECTRUM LAKE GROVE LLC


                                       By:
                                           ------------------------------------
                                           Name: James D. Cullen
                                           Title: Authorized Representative


                                       SPECTRUM MANHATTAN WOODS, LLC
                                       SPECTRUM NORTH BERGEN LLC
                                       SPECTRUM POCANTICO, LLC
                                       SPECTRUM WESTPORT, LLC
                                       SPECTRUM WILSON PARK, LLC
                                       THE VALIMAR HOME & LAND COMPANY LLC


                                       By:
                                           -------------------------------------
                                           Name: James D. Cullen
                                           Title: Authorized Representative


                                       SPECTRUM CUSTOMER CARE, INC.
                                       SPECTRUM LANDING CORP.
                                       SPECTRUM LONG BEACH, LLC
                                       SPECTRUM MONROE CORP.
                                       SPECTRUM PDC CORP.
                                       SPECTRUM REAL ESTATE DEVELOPMENT, LLC
                                       SPECTRUM VALIMAR CORP.
                                       SPECTRUM-IRVINGTON CORP.
                                       SPECTRUM-RIVERWOODS CORP.


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


                                      E-5
<PAGE>
                                       SUN CITY CENTER GOLF PROPERTIES, INC.
                                       SUN CITY CENTER REALTY, INC.
                                       WATERMARK REALTY, INC.
                                       THE COLONY AT PELICAN LANDING GOLF CLUB,
                                       INC.
                                       JYC HOLDINGS, INC.
                                       MARBELLA AT PELICAN BAY, INC.
                                       PELICAN LANDING GOLF RESORT VENTURES,
                                       INC.
                                       SARASOTA TOWER, INC.
                                       TARPON COVE YACHT & RACQUET CLUB, INC.
                                       TIBURON GOLF VENTURES, INC.
                                       WCI ARCHITECTURE & LAND PLANNING, INC.
                                       WATERMARK REALTY REFERRAL, INC.
                                       WCI COMMUNITIES PROPERTY MANAGMENT, INC.
                                       WCI GOLF GROUP, INC.
                                       WCI REALTY, INC.
                                       GATEWAY COMMUNITIES, INC.
                                       GATEWAY REALTY SALES, INC.
                                       HERON BAY, INC.
                                       HERON BAY GOLF COURSE PROPERTIES, INC.
                                       PELICAN BAY PROPERTIES, INC.
                                       PELICAN LANDING PROPERTIES, INC.
                                       PELICAN MARSH PROPERTIES, INC.
                                       TARPON COVE REALTY, INC.
                                       WCI HOMES, INC.
                                       PELICAN LANDING COMMUNITIES, INC.
                                       SPECTRUM CUSTOMER CARE, INC.
                                       WCI AMENITIES, INC.
                                       WCI BUSINESS DEVELOPMENT, INC.
                                       WCI CAPITAL CORPORATION
                                       WCI HOMEBUILDING NORTHEAST, U.S., INC.
                                       WCI HOMEBUILDING, INC.
                                       WCI MARKETING, INC.
                                       WCI MID-ATLANTIC U.S. REGION, INC.
                                       WCI NORTHEAST U.S. REGION, LLC
                                       WCI TOWERS, INC.
                                       WOODLAND PROPERTIES, LLC


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


                                      E-6
<PAGE>
                                    EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

     SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of ____________________ (or its permitted successor), a [Delaware]
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and The Bank of New York Trust Company, N.A.,
as trustee under the indenture referred to below (the "Trustee").

                                   WITNESSETH

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of March 10, 2005 providing for the
issuance of an aggregate principal amount of up to $200,000,000 of 6-5/8% Senior
Subordinated Notes due 2015 (the "Notes");

     WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     CAPITALIZED TERMS. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.

     AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

     (a) Along with all Guarantors named in the Indenture, to jointly and
severally Guarantee to each Holder of a Note authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, the Notes or the
obligations of the Company hereunder or thereunder, that:

               (i) the principal of and interest on the Notes will be promptly
          paid in full when due, whether at maturity, by acceleration,
          redemption or otherwise, and interest on the overdue principal of and
          interest on the Notes, if any, if lawful, and all other obligations of
          the Company to the Holders or the Trustee hereunder or thereunder will
          be promptly paid in full or performed, all in accordance with the
          terms hereof and thereof; and

               (ii) in case of any extension of time of payment or renewal of
          any Notes or any of such other obligations, that same will be promptly
          paid in full when due or performed in accordance with the terms of the
          extension or renewal, whether at stated maturity, by acceleration


                                       F-1
<PAGE>
          or otherwise. Failing payment when due of any amount so guaranteed or
          any performance so guaranteed for whatever reason, the Guarantors
          shall be jointly and severally obligated to pay the same immediately.

     (b) The obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or the Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor.

     (c) The following is hereby waived: diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever.

     (d) This Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and the Indenture, and the
Guaranteeing Subsidiary accepts all obligations of a Guarantor under the
Indenture.

     (e) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors, or any Custodian, Trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

     (f) The Guaranteeing Subsidiary shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby.

     (g) As between the Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 of the Indenture for the
purposes of this Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 of the Indenture, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Note Guarantee.

     (h) The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Guarantee.

     (i) Pursuant to Section 11.02 of the Indenture, after giving effect to any
maximum amount and any other contingent and fixed liabilities that are relevant
under any applicable Bankruptcy or fraudulent conveyance laws, and after giving
effect to any collections from, rights to receive contribution from or payments
made by or on behalf of any other Guarantor in respect of the obligations of
such other Guarantor under Article 11 of the Indenture, this new Note Guarantee
shall be limited to the maximum amount permissible such that the obligations of
such Guarantor under this Note Guarantee will not constitute a fraudulent
transfer or conveyance.

     EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Note
Guarantees shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Note Guarantee.


                                       F-2
<PAGE>
     GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

     (j) The Guaranteeing Subsidiary may not consolidate with or merge with or
into (whether or not such Guarantor is the surviving Person) another
corporation, Person or entity whether or not affiliated with such Guarantor
unless:

               (i) subject to Sections 11.04 and 11.05 of the Indenture, the
          Person formed by or surviving any such consolidation or merger (if
          other than a Guarantor or the Company) unconditionally assumes all the
          obligations of such Guarantor, pursuant to a supplemental indenture in
          form and substance reasonably satisfactory to the Trustee, under the
          Notes, the Indenture and the Note Guarantee on the terms set forth
          herein or therein; and

               (ii) immediately after giving effect to such transaction, no
          Default or Event of Default exists.

     (k) In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor corporation, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the
Note Guarantee endorsed upon the Notes and the due and punctual performance of
all of the covenants and conditions of the Indenture to be performed by the
Guarantor, such successor corporation shall succeed to and be substituted for
the Guarantor with the same effect as if it had been named herein as a
Guarantor. Such successor corporation thereupon may cause to be signed any or
all of the Note Guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee. All the Note Guarantees so issued shall in all
respects have the same legal rank and benefit under the Indenture as the Note
Guarantees theretofore and thereafter issued in accordance with the terms of the
Indenture as though all of such Note Guarantees had been issued at the date of
the execution hereof.

     (l) Except as set forth in Articles 4 and 5 and Section 11.05 of Article 11
of the Indenture, and notwithstanding clauses (a) and (b) above, nothing
contained in the Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

     RELEASES.

     (m) In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all to the capital stock of any Guarantor, in each case to a
Person that is not (either before or after giving effect to such transaction) a
Restricted Subsidiary of the Company, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all
of the capital stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Note Guarantee; provided that the net proceeds of such
sale or other disposition are applied in accordance with the applicable
provisions of the Indenture. Upon delivery by the Company to the Trustee of an
Officers' Certificate and an Opinion of Counsel to the effect that such sale or
other disposition was made by the Company in accordance with the provisions of
the Indenture, the Trustee shall execute any documents reasonably required in
order to evidence the release of any Guarantor from its obligations under its
Note Guarantee.


                                       F-3
<PAGE>
     (n) Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under the Indenture
as provided in Article 11 of the Indenture.

     NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as
such, shall have any liability for any obligations of the Company or any
Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the Securities and Exchange Commission that such a waiver is against
public policy.

     NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     COUNTERPARTS The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.

     EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.

     THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or for or in respect of the recitals contained herein, all of which recitals are
made solely by the Guaranteeing Subsidiary and the Company.

     Except as amended or supplemented by this Supplemental Indenture, the
provisions of the Indenture are in all respects ratified and confirmed and shall
remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated:                ,
       ---------------  ----

                                        [GUARANTEEING SUBSIDIARY]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       F-4
<PAGE>
                                        WCI Communities, Inc.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                        [See Schedule I for List of Guarantors]


                                       F-5
<PAGE>
                                                                      SCHEDULE I

                             SCHEDULE OF GUARANTORS

     The following schedule lists each Guarantor under the Indenture as of the
Issue Date:

Bay Colony of Naples, Inc.
Bay Colony Realty Associates, Inc.
Bay Colony-Gateway, Inc.
Carpentry Management Associates, LLC
Communities Amenities, Inc.
Communities Finance Company, LLC
Communities Home Builders, Inc.
Community Specialized Services, Inc.
Coral Ridge Communities, Inc.
Coral Ridge Properties, Inc.
Coral Ridge Realty Sales, Inc.
Coral Ridge Realty, Inc.
Dix Hills Home & Land Company LLC
Fair Oaks Parkway, LLC
Financial Resources Group, Inc.
First Fidelity Title, Inc.
Florida Design Communities, Inc.
Florida Lifestyle Management Company
Florida National Properties, Inc.
Gateway Communications Services, Inc.
Gateway Communities, Inc.
Gateway Realty Sales, Inc.
GC Assets of Nassau, Inc.
Heron Bay Golf Course Properties, Inc.
Heron Bay, Inc.
Hopewell Crossing Home & Land Company, LLC
Hunting Ridge II, LLC
Hunting Ridge III, LLC
JYC Holdings, Inc.
Lake Grove Home & Land Company LLC
Mansion Ridge Home & Land Company LLC
Marbella at Pelican Bay, Inc.
New Home & Land Company LLC
Pelican Bay Properties, Inc.
Pelican Landing Communities, Inc.
Pelican Landing Golf Resort Ventures, Inc.
Pelican Landing Properties, Inc.
Pelican Marsh Properties, Inc.
Poplar Tree LLC
Renaissance at Beacon Hill II, LLC
Renaissance at Beacon Hill, LLC


                                       F-6
<PAGE>
Renaissance at Bellview Road, LLC
Renaissance at Bridges of Oakton II, LLC
Renaissance at the Bridges of Oakton, LLC
Renaissance at Cardinal Forest, LLC
Renaissance Custom Communities, LLC
Renaissance at Evergreen Mills Road, LLC
Renaissance at Foxhall, LLC
Renaissance at Georgetown Pike, LLC
Renaissance at Hunting Hills, LLC
Renaissance at King's Crossing, LLC
Renaissance at Lake Manassas, LLC
Renaissance at Oak Creek Club, LLC
Renaissance at Oakton Glen, LLC
Renaissance at Occoquan Walk, LLC
Renaissance at River Creek II, LLC
Renaissance at River Creek Towns, LLC
Renaissance at River Creek Villas, Inc.
Renaissance at River Creek, Inc.
Renaissance at Roseland, Inc.
Renaissance at Rugby Road II, LLC
Renaissance at Rugby Road, LLC
Renaissance at South River, Inc.
Renaissance at The Oaks, LLC
Renaissance at Timberlake II, LLC
Renaissance at Timberlake, LLC
Renaissance Customs, LLC
Renaissance Holdings Corp.
Renaissance Housing Corp.
Renaissance Land, LLC
Resort at Singer Island Properties, Inc.
Reston Building Company, LLC
RMH, LLC
Sarasota Tower, Inc.
Southbury Home & Land Company LLC
Spectrum Bellefair Corp.
Spectrum Brae Burn Corp.
Spectrum Construction Corp.
Spectrum Customer Care, Inc.
Spectrum Design Studio, Inc.
Spectrum East Fishkill, LLC
Spectrum Eastport, LLC
Spectrum Glen Cove Corp.
Spectrum Half Moon, Corp.
Spectrum Holmdel Corp.
Spectrum Homes, Inc.
Spectrum Kensington LLC
Spectrum Lake Grove LLC
Spectrum Landing Corp.
Spectrum Long Beach, LLC
Spectrum Manhattan Woods, LLC


                                       F-7
<PAGE>
Spectrum Monroe Corp.
Spectrum North Bergen LLC
Spectrum PDC Corp.
Spectrum Pocantico, LLC
Spectrum Real Estate Development, LLC
Spectrum Valimar Corp.
Spectrum Westport, LLC
Spectrum Wilson Park, LLC
Spectrum-Irvington Corp.
Spectrum-Riverwoods Corp.
Sun City Center Golf Properties, Inc.
Sun City Center Realty, Inc.
Tarpon Cove Realty, Inc.
Tarpon Cove Yacht & Racquet Club, Inc.
The Colony at Pelican Landing Golf Club, Inc.
The Valimar Home & Land Company LLC
Tiburon Golf Ventures, Inc.
Watermark Realty Referral, Inc.
Watermark Realty, Inc.
WCI Amenities, Inc.
WCI Architecture & Land Planning, Inc.
WCI Business Development, Inc.
WCI Capital Corporation
WCI Communities Property Management, Inc.
WCI Golf Group, Inc.
WCI Homebuilding Northeast, U.S., Inc.
WCI Homebuilding, Inc.
WCI Homes, Inc.
WCI Marketing, Inc.
WCI Mid-Atlantic U.S. Region, Inc.
WCI Northeast U.S. Region, LLC
WCI Realty, Inc.
WCI Towers, Inc.
Woodland Properties, LLC


                                       F-8