0001193125-05-195722 Sample Contracts

JUNIOR SUBORDINATED INDENTURE between WCI COMMUNITIES, INC. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee
Junior Subordinated Indenture • October 3rd, 2005 • Wci Communities Inc • Operative builders • New York

JUNIOR SUBORDINATED INDENTURE, dated as of September 28, 2005, between WCI COMMUNITIES, INC., a Delaware corporation (the “Company”), and JPMORGAN CHASE BANK, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).

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PURCHASE AGREEMENT among WCI COMMUNITIES, INC. and TABERNA PREFERRED FUNDING II, LTD. and MERRILL LYNCH INTERNATIONAL
Purchase Agreement • October 3rd, 2005 • Wci Communities Inc • Operative builders • New York

Pursuant to Section 3(f) of the Purchase Agreement, Gardere Wynne Sewell LLP, special counsel for the Trustee, shall deliver an opinion to the effect that:

PURCHASE AGREEMENT among WCI COMMUNITIES, INC. and BEAR, STEARNS & CO. INC.
Purchase Agreement • October 3rd, 2005 • Wci Communities Inc • Operative builders • New York

Pursuant to Section 3(f) of the Purchase Agreement, Gardere Wynne Sewell LLP, special counsel for the Trustee, shall deliver an opinion to the effect that:

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 3rd, 2005 • Wci Communities Inc • Operative builders • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of August 29, 2005, by and among WCI COMMUNITIES, INC., a Delaware corporation (“Borrower”), each lender party to the Credit Agreement (“Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer.

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