-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FA7KKzSbV1dRF2K3tJzBmE2qys3moxpumfMAaxcb+OUtoItCPddZWImvSBzrbLMo 8aGhAdyeCq/l3Os0+jZ//g== 0000950123-05-006117.txt : 20050511 0000950123-05-006117.hdr.sgml : 20050511 20050511135343 ACCESSION NUMBER: 0000950123-05-006117 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20050511 DATE AS OF CHANGE: 20050511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY SPECIALIZED SERVICES INC CENTRAL INDEX KEY: 0001172223 IRS NUMBER: 593740762 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-37 FILM NUMBER: 05819947 BUSINESS ADDRESS: STREET 1: C/O WCI COMMUNITIES INC CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI ARCHITECTURE & LAND PLANNING INC CENTRAL INDEX KEY: 0001172224 IRS NUMBER: 020570572 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-32 FILM NUMBER: 05819942 BUSINESS ADDRESS: STREET 1: C/O WCI COMMUNITIES INC CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI CAPITAL CORP CENTRAL INDEX KEY: 0001142029 IRS NUMBER: 651108622 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-30 FILM NUMBER: 05819940 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9414972600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TARPON COVE YACHT & RACQUET CLUB INC CENTRAL INDEX KEY: 0001138116 IRS NUMBER: 593413469 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-39 FILM NUMBER: 05819949 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SARASOTA TOWER INC CENTRAL INDEX KEY: 0001138086 IRS NUMBER: 651012613 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-71 FILM NUMBER: 05819981 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JYC HOLDINGS INC CENTRAL INDEX KEY: 0001138083 IRS NUMBER: 593555684 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-119 FILM NUMBER: 05820031 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARBELLA AT PELICAN BAY INC CENTRAL INDEX KEY: 0001138084 IRS NUMBER: 650738244 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-115 FILM NUMBER: 05820027 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PELICAN LANDING GOLF RESORT VENTURES INC CENTRAL INDEX KEY: 0001138085 IRS NUMBER: 593543449 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-111 FILM NUMBER: 05820023 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATERMARK REALTY REFERRAL INC CENTRAL INDEX KEY: 0001138088 IRS NUMBER: 593227694 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-34 FILM NUMBER: 05819944 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI COMMUNITIES PROPERTY MANAGEMENT INC CENTRAL INDEX KEY: 0001138089 IRS NUMBER: 650734347 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-29 FILM NUMBER: 05819939 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI GOLF GROUP INC CENTRAL INDEX KEY: 0001138090 IRS NUMBER: 593518710 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-28 FILM NUMBER: 05819938 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI REALTY INC CENTRAL INDEX KEY: 0001138091 IRS NUMBER: 593408628 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-21 FILM NUMBER: 05819931 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAY COLONY REALTY ASSOCIATES INC CENTRAL INDEX KEY: 0001138092 IRS NUMBER: 650227049 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-94 FILM NUMBER: 05820006 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAY COLONY OF NAPLES INC CENTRAL INDEX KEY: 0001138093 IRS NUMBER: 650227049 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-116 FILM NUMBER: 05820028 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORAL RIDGE COMMUNITIES INC CENTRAL INDEX KEY: 0001138094 IRS NUMBER: 650615045 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-23 FILM NUMBER: 05819933 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORAL RIDGE PROPERTIES INC CENTRAL INDEX KEY: 0001138095 IRS NUMBER: 251184789 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-22 FILM NUMBER: 05819932 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORAL RIDGE REALTY SALES INC CENTRAL INDEX KEY: 0001138097 IRS NUMBER: 592103316 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-16 FILM NUMBER: 05819926 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA DESIGN COMMUNITIES INC CENTRAL INDEX KEY: 0001138100 IRS NUMBER: 650585945 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-130 FILM NUMBER: 05820042 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA NATIONAL PROPERTIES INC CENTRAL INDEX KEY: 0001138101 IRS NUMBER: 650615052 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-128 FILM NUMBER: 05820040 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY COMMUNITIES INC CENTRAL INDEX KEY: 0001138102 IRS NUMBER: 592167649 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-126 FILM NUMBER: 05820038 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY REALTY SALES INC CENTRAL INDEX KEY: 0001138103 IRS NUMBER: 592741697 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-125 FILM NUMBER: 05820037 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PELICAN BAY PROPERTIES INC CENTRAL INDEX KEY: 0001138105 IRS NUMBER: 591906557 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-113 FILM NUMBER: 05820025 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PELICAN LANDING COMMUNITIES INC CENTRAL INDEX KEY: 0001138106 IRS NUMBER: 251629089 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-112 FILM NUMBER: 05820024 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PELICAN LANDING PROPERTIES INC CENTRAL INDEX KEY: 0001138107 IRS NUMBER: 251629086 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-110 FILM NUMBER: 05820022 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI HOMES INC CENTRAL INDEX KEY: 0001138108 IRS NUMBER: 593557486 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-25 FILM NUMBER: 05819935 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITIES FINANCE CO LLC CENTRAL INDEX KEY: 0001138110 IRS NUMBER: 651062263 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-66 FILM NUMBER: 05819976 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PELICAN MARSH PROPERTIES INC CENTRAL INDEX KEY: 0001138112 IRS NUMBER: 650348731 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-109 FILM NUMBER: 05820021 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TARPON COVE REALTY INC CENTRAL INDEX KEY: 0001138113 IRS NUMBER: 592000931 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-40 FILM NUMBER: 05819950 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERON BAY INC CENTRAL INDEX KEY: 0001138114 IRS NUMBER: 650540040 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-122 FILM NUMBER: 05820034 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERON BAY GOLF COURSE PROPERTIES INC CENTRAL INDEX KEY: 0001138115 IRS NUMBER: 650583106 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-123 FILM NUMBER: 05820035 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIBURON GOLF VENTURES INC CENTRAL INDEX KEY: 0001138117 IRS NUMBER: 593515983 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-36 FILM NUMBER: 05819946 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GATEWAY COMMUNICATIONS SERVICES INC CENTRAL INDEX KEY: 0001138082 IRS NUMBER: 650133017 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-127 FILM NUMBER: 05820039 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORAL RIDGE REALTY INC CENTRAL INDEX KEY: 0001138096 IRS NUMBER: 590980280 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-15 FILM NUMBER: 05819925 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI COMMUNITIES INC CENTRAL INDEX KEY: 0001137778 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 592857021 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798 FILM NUMBER: 05819910 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 2394988605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DR CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI NORTHEAST U.S. REGION, LLC CENTRAL INDEX KEY: 0001325507 IRS NUMBER: 201146803 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-01 FILM NUMBER: 05819911 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Valimar Corp. CENTRAL INDEX KEY: 0001318389 IRS NUMBER: 133894729 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-47 FILM NUMBER: 05819957 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Landing Corp. CENTRAL INDEX KEY: 0001318390 IRS NUMBER: 134146294 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-55 FILM NUMBER: 05819965 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum PDC Corp. CENTRAL INDEX KEY: 0001318391 IRS NUMBER: 134016880 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-50 FILM NUMBER: 05819960 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum-Riverwoods Corp. CENTRAL INDEX KEY: 0001318392 IRS NUMBER: 133817312 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-43 FILM NUMBER: 05819953 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Construction Corp. CENTRAL INDEX KEY: 0001318393 IRS NUMBER: 133747827 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-67 FILM NUMBER: 05819977 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum-Irvington Corp. CENTRAL INDEX KEY: 0001318394 IRS NUMBER: 133902678 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-44 FILM NUMBER: 05819954 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Holmdel Corp. CENTRAL INDEX KEY: 0001318395 IRS NUMBER: 134057565 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-59 FILM NUMBER: 05819969 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Design Studio, Inc. CENTRAL INDEX KEY: 0001318396 IRS NUMBER: 134018395 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-65 FILM NUMBER: 05819975 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Valimar Home & Land Company, LLC CENTRAL INDEX KEY: 0001318403 IRS NUMBER: 134125505 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-03 FILM NUMBER: 05819913 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GC Assets of Nassau, Inc. CENTRAL INDEX KEY: 0001318405 IRS NUMBER: 113467830 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-124 FILM NUMBER: 05820036 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Bellefair Corp. CENTRAL INDEX KEY: 0001318408 IRS NUMBER: 133991910 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-69 FILM NUMBER: 05819979 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Carpentry Management Associates, LLC CENTRAL INDEX KEY: 0001318409 IRS NUMBER: 134137266 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-74 FILM NUMBER: 05819984 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: New Home & Land Company, LLC CENTRAL INDEX KEY: 0001318410 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-114 FILM NUMBER: 05820026 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Custom Communities, LLC CENTRAL INDEX KEY: 0001318498 IRS NUMBER: 550838335 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-98 FILM NUMBER: 05820011 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Cardinal Forest, LLC CENTRAL INDEX KEY: 0001318499 IRS NUMBER: 470887283 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-102 FILM NUMBER: 05820014 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RENAISSANCE AT RIVER CREEK, INC. CENTRAL INDEX KEY: 0001318503 IRS NUMBER: 541860691 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-87 FILM NUMBER: 05819999 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hunting Ridge II, LLC CENTRAL INDEX KEY: 0001318508 IRS NUMBER: 541920791 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-121 FILM NUMBER: 05820033 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fair Oaks Parkway, LLC CENTRAL INDEX KEY: 0001318510 IRS NUMBER: 542097587 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-12 FILM NUMBER: 05819922 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RENAISSANCE AT SOUTH RIVER, INC. CENTRAL INDEX KEY: 0001318513 IRS NUMBER: 541918235 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-82 FILM NUMBER: 05819993 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RENAISSANCE AT RIVER CREEK VILLAS, INC. CENTRAL INDEX KEY: 0001318515 IRS NUMBER: 541907551 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-85 FILM NUMBER: 05819997 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RENAISSANCE HOUSING CORP. CENTRAL INDEX KEY: 0001318518 IRS NUMBER: 521379241 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-76 FILM NUMBER: 05819986 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Beacon Hill II, LLC CENTRAL INDEX KEY: 0001318520 IRS NUMBER: 542054918 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-106 FILM NUMBER: 05820018 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hunting Ridge III, LLC CENTRAL INDEX KEY: 0001318522 IRS NUMBER: 000000000 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-120 FILM NUMBER: 05820032 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Beacon Hill, LLC CENTRAL INDEX KEY: 0001318523 IRS NUMBER: 542029972 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-107 FILM NUMBER: 05820019 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Bridges of Oakton II, LLC CENTRAL INDEX KEY: 0001318525 IRS NUMBER: 542054903 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-104 FILM NUMBER: 05820016 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Poplar Tree, LLC CENTRAL INDEX KEY: 0001318551 IRS NUMBER: 582682577 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-108 FILM NUMBER: 05820020 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Reston Building Company, LLC CENTRAL INDEX KEY: 0001318552 IRS NUMBER: 542015929 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-06 FILM NUMBER: 05819916 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Woodland Properties, LLC CENTRAL INDEX KEY: 0001318553 IRS NUMBER: 542054909 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-17 FILM NUMBER: 05819927 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Timberlake II, LLC CENTRAL INDEX KEY: 0001318554 IRS NUMBER: 470877756 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-79 FILM NUMBER: 05819989 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAY COLONY GATEWAY INC CENTRAL INDEX KEY: 0001138063 IRS NUMBER: 364025714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-83 FILM NUMBER: 05819995 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL RESOURCES GROUP INC CENTRAL INDEX KEY: 0001138064 IRS NUMBER: 593279648 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-11 FILM NUMBER: 05819921 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FIDELITY TITLE INC CENTRAL INDEX KEY: 0001138065 IRS NUMBER: 593321774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-131 FILM NUMBER: 05820043 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA LIFESTYLE MANAGEMENT CO CENTRAL INDEX KEY: 0001138066 IRS NUMBER: 591505694 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-129 FILM NUMBER: 05820041 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Resort at Singer Island Properties, Inc. CENTRAL INDEX KEY: 0001138068 IRS NUMBER: 593658689 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-07 FILM NUMBER: 05819917 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 2399472600 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FORMER COMPANY: FORMER CONFORMED NAME: LIVINGSTON ROAD INC DATE OF NAME CHANGE: 20010411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN CITY CENTER GOLF PROPERTIES INC CENTRAL INDEX KEY: 0001138070 IRS NUMBER: 593439449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-42 FILM NUMBER: 05819952 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN CITY CENTER REALTY INC CENTRAL INDEX KEY: 0001138071 IRS NUMBER: 591581628 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-41 FILM NUMBER: 05819951 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATERMARK REALTY INC CENTRAL INDEX KEY: 0001138072 IRS NUMBER: 650619884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-35 FILM NUMBER: 05819945 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONY AT PELICAN LANDING GOLF CLUB INC CENTRAL INDEX KEY: 0001138074 IRS NUMBER: 592415982 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-38 FILM NUMBER: 05819948 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITIES HOME BUILDERS INC CENTRAL INDEX KEY: 0001138076 IRS NUMBER: 593431554 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-49 FILM NUMBER: 05819959 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITIES AMENITIES INC CENTRAL INDEX KEY: 0001138075 IRS NUMBER: 593431364 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-73 FILM NUMBER: 05819983 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 9419472600 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE STREET 2: SUITE 300 CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI MID-ATLANTIC U.S. REGION, INC. CENTRAL INDEX KEY: 0001325494 IRS NUMBER: 202304216 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-02 FILM NUMBER: 05819912 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOPEWELL CROSSING HOME & LAND COMPANY, LLC CENTRAL INDEX KEY: 0001325496 IRS NUMBER: 201733128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-132 FILM NUMBER: 05820044 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM REAL ESTATE DEVELOPMENT, LLC CENTRAL INDEX KEY: 0001325498 IRS NUMBER: 161656426 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-48 FILM NUMBER: 05819958 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM HOMES, INC. CENTRAL INDEX KEY: 0001325499 IRS NUMBER: 133851184 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-58 FILM NUMBER: 05819968 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI HOMEBUILDING NORTHEAST, U.S., INC. CENTRAL INDEX KEY: 0001325503 IRS NUMBER: 201179554 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-27 FILM NUMBER: 05819937 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI TOWERS NORTHEAST USA, INC. CENTRAL INDEX KEY: 0001325504 IRS NUMBER: 201656944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-18 FILM NUMBER: 05819928 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI HOMEBUILDING, INC. CENTRAL INDEX KEY: 0001325506 IRS NUMBER: 201178472 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-26 FILM NUMBER: 05819936 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI TOWERS MID-ATLANTIC USA, INC. CENTRAL INDEX KEY: 0001325508 IRS NUMBER: 201656855 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-19 FILM NUMBER: 05819929 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Bridges Of Oakton, LLC CENTRAL INDEX KEY: 0001318507 IRS NUMBER: 541945063 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-103 FILM NUMBER: 05820015 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RENAISSANCE AT ROSELANDS, INC. CENTRAL INDEX KEY: 0001318516 IRS NUMBER: 541889295 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-09 FILM NUMBER: 05819919 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Bellview Road, LLC CENTRAL INDEX KEY: 0001318671 IRS NUMBER: 571167323 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-105 FILM NUMBER: 05820017 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FORMER COMPANY: FORMER CONFORMED NAME: Renaissance at Belleview Road, LLC DATE OF NAME CHANGE: 20050223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Customer Care, Inc. CENTRAL INDEX KEY: 0001318722 IRS NUMBER: 113466629 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-05 FILM NUMBER: 05819915 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FORMER COMPANY: FORMER CONFORMED NAME: Spectrum Skanska Customer Service, Inc. DATE OF NAME CHANGE: 20050223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Timberlake, LLC CENTRAL INDEX KEY: 0001318555 IRS NUMBER: 542029976 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-80 FILM NUMBER: 05819991 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Kings Crossing, LLC CENTRAL INDEX KEY: 0001318565 IRS NUMBER: 550838332 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-93 FILM NUMBER: 05820005 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Hunting Hills, LLC CENTRAL INDEX KEY: 0001318668 IRS NUMBER: 030407150 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-10 FILM NUMBER: 05819920 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Occoquan Walk, LLC CENTRAL INDEX KEY: 0001318670 IRS NUMBER: 202008542 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-89 FILM NUMBER: 05820001 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance Customs, LLC CENTRAL INDEX KEY: 0001318672 IRS NUMBER: 541965014 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-78 FILM NUMBER: 05819988 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Evergreen Mills Road, LLC CENTRAL INDEX KEY: 0001318673 IRS NUMBER: 550834295 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-97 FILM NUMBER: 05820010 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Foxhall, LLC CENTRAL INDEX KEY: 0001318674 IRS NUMBER: 542054918 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-96 FILM NUMBER: 05820009 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Lake Manassas, LLC CENTRAL INDEX KEY: 0001318676 IRS NUMBER: 542029974 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-92 FILM NUMBER: 05820004 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance Land, LLC CENTRAL INDEX KEY: 0001318677 IRS NUMBER: 141873740 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-75 FILM NUMBER: 05819985 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Oak Creek Club, LLC CENTRAL INDEX KEY: 0001318678 IRS NUMBER: 201353723 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-91 FILM NUMBER: 05820003 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Oakton Glen, LLC CENTRAL INDEX KEY: 0001318680 IRS NUMBER: 753023701 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-90 FILM NUMBER: 05820002 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at River Creek Towns, LLC CENTRAL INDEX KEY: 0001318681 IRS NUMBER: 470887264 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-86 FILM NUMBER: 05819998 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at River Creek II, LLC CENTRAL INDEX KEY: 0001318682 IRS NUMBER: 542054907 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-88 FILM NUMBER: 05820000 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Rugby Road, LLC CENTRAL INDEX KEY: 0001318683 IRS NUMBER: 043720562 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-84 FILM NUMBER: 05819996 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Rugby Road II, LLC CENTRAL INDEX KEY: 0001318684 IRS NUMBER: 582675938 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-08 FILM NUMBER: 05819918 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at The Oaks, LLC CENTRAL INDEX KEY: 0001318685 IRS NUMBER: 201353753 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-81 FILM NUMBER: 05819992 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance Holdings Corp. CENTRAL INDEX KEY: 0001318687 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-77 FILM NUMBER: 05819987 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance at Georgetown Pike, LLC CENTRAL INDEX KEY: 0001318697 IRS NUMBER: 651183159 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-95 FILM NUMBER: 05820007 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dix Hills Home & Land Company, LLC CENTRAL INDEX KEY: 0001318698 IRS NUMBER: 364443866 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-14 FILM NUMBER: 05819924 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAST FISHKILL DEVELOPMENT LLC CENTRAL INDEX KEY: 0001318699 IRS NUMBER: 810616726 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-13 FILM NUMBER: 05819923 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAKE GROVE HOME & LAND COMPANY, LLC CENTRAL INDEX KEY: 0001318700 IRS NUMBER: 611436178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-118 FILM NUMBER: 05820030 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANSION RIDGE HOME & LAND COMPANY, LLC CENTRAL INDEX KEY: 0001318701 IRS NUMBER: 134148640 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-117 FILM NUMBER: 05820029 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHBURY HOME & LAND CO LLC CENTRAL INDEX KEY: 0001318702 IRS NUMBER: 364443868 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-70 FILM NUMBER: 05819980 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM BRAE BURN CORP. CENTRAL INDEX KEY: 0001318704 IRS NUMBER: 134100519 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-68 FILM NUMBER: 05819978 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM EAST FISHKILL, LLC CENTRAL INDEX KEY: 0001318705 IRS NUMBER: 113698311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-64 FILM NUMBER: 05819974 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRUM EASTPORT, LLC CENTRAL INDEX KEY: 0001318706 IRS NUMBER: 113698308 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-63 FILM NUMBER: 05819973 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum FS Corp. CENTRAL INDEX KEY: 0001318707 IRS NUMBER: 134175164 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-62 FILM NUMBER: 05819972 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Glen Cove Corp. CENTRAL INDEX KEY: 0001318708 IRS NUMBER: 134057564 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-61 FILM NUMBER: 05819971 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Half Moon Corp. CENTRAL INDEX KEY: 0001318711 IRS NUMBER: 364450134 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-60 FILM NUMBER: 05819970 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Kensington, LLC CENTRAL INDEX KEY: 0001318712 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-57 FILM NUMBER: 05819967 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Lake Grove, LLC CENTRAL INDEX KEY: 0001318713 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-56 FILM NUMBER: 05819966 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Long Beach, LLC CENTRAL INDEX KEY: 0001318715 IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-54 FILM NUMBER: 05819964 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Manhattan Woods, LLC CENTRAL INDEX KEY: 0001318716 IRS NUMBER: 134240502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-53 FILM NUMBER: 05819963 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Monroe Corp. CENTRAL INDEX KEY: 0001318717 IRS NUMBER: 364459587 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-52 FILM NUMBER: 05819962 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum North Bergen LLC CENTRAL INDEX KEY: 0001318718 IRS NUMBER: 000000000 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-51 FILM NUMBER: 05819961 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Pocantico, LLC CENTRAL INDEX KEY: 0001318719 IRS NUMBER: 134240495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-04 FILM NUMBER: 05819914 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RMH, LLC CENTRAL INDEX KEY: 0001318721 IRS NUMBER: 721522373 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-72 FILM NUMBER: 05819982 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Westport, LLC CENTRAL INDEX KEY: 0001318748 IRS NUMBER: 412054476 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-46 FILM NUMBER: 05819956 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Wilson Park, LLC CENTRAL INDEX KEY: 0001318750 IRS NUMBER: 134240497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-45 FILM NUMBER: 05819955 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8605 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI MARKETING, INC. CENTRAL INDEX KEY: 0001325491 IRS NUMBER: 201179392 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-24 FILM NUMBER: 05819934 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI TOWERS, INC. CENTRAL INDEX KEY: 0001325493 IRS NUMBER: 201179513 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-20 FILM NUMBER: 05819930 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI BUSINESS DEVELOPMENT, INC. CENTRAL INDEX KEY: 0001325509 IRS NUMBER: 201179333 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-31 FILM NUMBER: 05819941 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WCI AMENITIES, INC. CENTRAL INDEX KEY: 0001325510 IRS NUMBER: 201179424 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-33 FILM NUMBER: 05819943 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RENAISSANCE CENTRO COLUMBIA, LLC CENTRAL INDEX KEY: 0001325512 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-100 FILM NUMBER: 05820012 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RENAISSANCE CENTRO ARLINGTON, LLC CENTRAL INDEX KEY: 0001325513 IRS NUMBER: 000000000 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-124798-101 FILM NUMBER: 05820013 BUSINESS ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 BUSINESS PHONE: 239-498-8443 MAIL ADDRESS: STREET 1: 24301 WALDEN CENTER DRIVE CITY: BONITA SPRINGS STATE: FL ZIP: 34134 S-3 1 y08497sv3.htm FORM S-3 FORM S-3
Table of Contents

As filed with the Securities and Exchange Commission on May 11, 2005.
Registration No. 333-          
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
WCI COMMUNITIES, INC.
(Exact name of Registrant as specified in its charter)
     
Delaware   59-2857021
(State or other jurisdiction of
Incorporation or Organization)		   (I.R.S. Employer
Identification No.)
24301 Walden Center Drive
Bonita Springs, Florida 34134
(239) 947-2600
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
 
SEE TABLE OF ADDITIONAL REGISTRANTS
 
Vivien N. Hastings, Esq.
Senior Vice President and General Counsel
WCI Communities, Inc.
24301 Walden Center Drive
Bonita Springs, Florida 34134
(239) 947-2600
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
 
Copies to:
John B. Tehan, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Telephone: (212) 455-2000
 
     Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:    o 
     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:    þ                         
     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                         
     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                         
     If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, please check the following box.    o                         
 
CALCULATION OF REGISTRATION FEE
                                         
                             
                             
            Proposed Maximum     Proposed Maximum     Amount of
Title of Each Class     Amount to be     Offering Price     Aggregate Offering     Registration
of Securities to be Registered     Registered(1)(2)     Per Unit(2)(3)     Price(1)(2)(3)     Fee(2)(3)
                             
 Debt Securities
                                        
                                 
 Guarantees of Debt Securities(4)
                                        
                                 
 Preferred Stock(5)
                                        
                                 
 Common stock, $.01 par value(6)
                                        
                                 
   Total
     $ 1,000,000,000         100%       $ 1,000,000,000       $ 117,700  
                                 
                                 
 
(1)  For debt securities issued with an original issue discount, the amount to be registered is the amount as shall result in aggregate gross proceeds of $1,000,000,000.
 
(2)  Pursuant to General Instruction II.D to Form S-3, the Amount to be Registered, Proposed Maximum Offering Price Per Unit and Proposed Maximum Aggregate Offering Price has been omitted for each class of securities which are registered hereby.
 
(3)  The registration fee for the unallocated securities registered hereby has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended, and reflects the maximum offering price of securities that may be issued rather than the principal amount of any securities that may be issued at a discount.
 
(4)  See inside facing page for table of additional registrant guarantors. No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act no separate filing fee for the guarantees is payable.
 
(5)  An indeterminate number of shares of preferred stock of WCI Communities, Inc. are covered by this Registration Statement. Shares of preferred stock may be issued separately or upon the conversion of the debt securities which are registered hereby.
 
(6)  An indeterminate number of shares of common stock of WCI Communities, Inc. are covered by this Registration Statement. Common stock may be issued separately or upon the conversion of either the debt securities or the shares of preferred stock, each of which are registered hereby. Shares of common stock issued upon conversion of the debt securities and the preferred stock will be issued without the payment of additional consideration.
 
     The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 
 

Table of Contents

TABLE OF ADDITIONAL REGISTRANT GUARANTORS
                         
    State or Other       Industrial   Address Including Zip Code and
Exact Name of   Jurisdiction of   I.R.S. Employer   Classification   Telephone Number Including Area
Registrant Guarantor as   Incorporation or   Identification   Code   Code of Registrant Guarantor’s
Specified in its Charter   Organization   Number   Number   Principal Executive Officers
                 
Bay Colony of Naples, Inc. 
   Florida     65-0323732       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Bay Colony Realty Associates, Inc. 
   Florida     65-0227049       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Bay Colony-Gateway, Inc. 
   Delaware     36-4025714       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Carpentry Management Associates, LLC
   New York     13-4137266       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 3413
                        (239) 947-2600
Communities Amenities, Inc. 
   Florida     59-3431364       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Communities Finance Company, LLC
   Delaware     65-1062263       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Communities Home Builders, Inc. 
   Florida     59-3431554       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Community Specialized Services, Inc. 
   Florida     59-3740762       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Coral Ridge Communities, Inc. 
   Florida     65-0615045       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Coral Ridge Properties, Inc. 
   Florida     25-1184789       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Coral Ridge Realty Sales, Inc. 
   Florida     59-2103316       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Coral Ridge Realty, Inc. 
   Florida     59-0980280       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Dix Hills Home & Land Company LLC
   New York     36-4443866       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600

Table of Contents

                         
    State or Other       Industrial   Address Including Zip Code and
Exact Name of   Jurisdiction of   I.R.S. Employer   Classification   Telephone Number Including Area
Registrant Guarantor as   Incorporation or   Identification   Code   Code of Registrant Guarantor’s
Specified in its Charter   Organization   Number   Number   Principal Executive Officers
                 
East Fishkill Development LLC
   Delaware     81-0616726       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Fair Oaks Parkway, LLC
   Virginia     54-2097587       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Financial Resources Group, Inc. 
   Florida     59-3279648       6163     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
First Fidelity Title, Inc. 
   Delaware     59-3321774       6361     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Florida Design Communities, Inc. 
   Florida     65-0585945       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Florida Lifestyle Management Company
   Florida     59-1505694       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Florida National Properties, Inc. 
   Florida     65-0615052       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Gateway Communications Services, Inc. 
   Florida     65-0133017       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Gateway Communities, Inc. 
   Florida     59-2167649       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Gateway Realty Sales, Inc. 
   Florida     59-2741697       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
GC Assets of Nassau, Inc. 
   New York     11-3467830       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Heron Bay Golf Course Properties, Inc. 
   Florida     65-0583106       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Heron Bay, Inc. 
   Florida     65-0540040       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Hopewell Crossing Home & Land Company, LLC
   Delaware     20-1733128       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600

Table of Contents

                         
    State or Other       Industrial   Address Including Zip Code and
Exact Name of   Jurisdiction of   I.R.S. Employer   Classification   Telephone Number Including Area
Registrant Guarantor as   Incorporation or   Identification   Code   Code of Registrant Guarantor’s
Specified in its Charter   Organization   Number   Number   Principal Executive Officers
                 
Hunting Ridge II, LLC
   Virginia     54-1920791       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Hunting Ridge III, LLC
   Virginia     54-2054916       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
JYC Holdings, Inc. 
   Florida     59-3555684       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Lake Grove Home & Land Company, LLC
   Delaware     61-1436178       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Mansion Ridge Home & Land Company LLC
   New York     13-4148640       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Marbella at Pelican Bay, Inc. 
   Florida     65-0738244       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
New Home & Land Company LLC
   New York     13-2644753       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Pelican Bay Properties, Inc. 
   Florida     59-1906557       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Pelican Landing Communities, Inc. 
   Florida     25-1629089       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Pelican Landing Golf Resort Ventures, Inc. 
   Delaware     59-3543449       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Pelican Landing Properties, Inc. 
   Florida     25-1629086       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Pelican Marsh Properties, Inc. 
   Florida     65-0348731       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Poplar Tree LLC
   Virginia     58-2682577       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Beacon Hill, LLC
   Virginia     54-2029972       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600

Table of Contents

                         
    State or Other       Industrial   Address Including Zip Code and
Exact Name of   Jurisdiction of   I.R.S. Employer   Classification   Telephone Number Including Area
Registrant Guarantor as   Incorporation or   Identification   Code   Code of Registrant Guarantor’s
Specified in its Charter   Organization   Number   Number   Principal Executive Officers
                 
Renaissance at Beacon Hill II, LLC
   Virginia     54-2054918       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Bellview Road, LLC
   Virginia     57-1167323       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Bridges of Oakton II, LLC
   Virginia     54-2054903       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at the Bridges of Oakton, LLC
   Virginia     54-1945063       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Cardinal Forest, LLC
   Virginia     47-0887283       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance Centro Arlington LLC
   Virginia     20-1603648       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance Centro Columbia LLC
   Virginia     20-1866553       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Custom Communities, LLC
   Virginia     55-0838335       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Evergreen Mills Road, LLC
   Virginia     55-0834295       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Foxhall, LLC
   Virginia     54-2054918       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Georgetown Pike, LLC
   Virginia     65-1183159       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Hunting Hills, LLC
   Virginia     03-0407150       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at King’s Crossing, LLC
   Virginia     55-0838332       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600

Table of Contents

                         
    State or Other       Industrial   Address Including Zip Code and
Exact Name of   Jurisdiction of   I.R.S. Employer   Classification   Telephone Number Including Area
Registrant Guarantor as   Incorporation or   Identification   Code   Code of Registrant Guarantor’s
Specified in its Charter   Organization   Number   Number   Principal Executive Officers
                 
Renaissance at Lake Manassas, LLC
   Virginia     54-2029974       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Oak Creek Club, LLC
   Virginia     20-1353723       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Oakton Glen, LLC
   Virginia     75-3023701       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Occoquan Walk, LLC
   Virginia     20-2008542       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at River Creek II, LLC
   Virginia     54-2054907       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at River Creek, Inc. 
   Virginia     54-1860691       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at River Creek Towns, LLC
   Virginia     47-0887264       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at River Creek Villas, Inc. 
   Virginia     54-1907551       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Roseland, Inc. 
   Virginia     54-1889295       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Rugby Road, LLC
   Virginia     04-3720562       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Rugby Road II, LLC
   Virginia     58-2675938       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at South River, Inc. 
   Maryland     54-1918235       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at The Oaks, LLC
   Virginia     20-1353753       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600

Table of Contents

                         
    State or Other       Industrial   Address Including Zip Code and
Exact Name of   Jurisdiction of   I.R.S. Employer   Classification   Telephone Number Including Area
Registrant Guarantor as   Incorporation or   Identification   Code   Code of Registrant Guarantor’s
Specified in its Charter   Organization   Number   Number   Principal Executive Officers
                 
Renaissance at Timberlake, LLC
   Virginia     54-2029976       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance at Timberlake II, LLC
   Virginia     47-0877756       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance Customs, LLC
   Virginia     54-1965014       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance Holdings Corp. 
   Virginia     54-1379241       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance Housing Corp. 
   Maryland     52-1379241       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Renaissance Land, LLC
   Virginia     14-1873740       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Resort at Singer Island Properties, Inc. 
   Florida     59-3658689       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Reston Building Company, LLC
   Virginia     54-2015929       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
RMH, LLC
   Virginia     72-1522373       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Sarasota Tower, Inc. 
   Florida     65-1012613       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Southbury Home & Land Company LLC
   New York     36-4443868       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Bellefair Corp. 
   New York     13-3991910       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Brae Burn Corp. 
   New York     13-4100519       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Construction Corp. 
   New York     13-4018395       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600

Table of Contents

                         
    State or Other       Industrial   Address Including Zip Code and
Exact Name of   Jurisdiction of   I.R.S. Employer   Classification   Telephone Number Including Area
Registrant Guarantor as   Incorporation or   Identification   Code   Code of Registrant Guarantor’s
Specified in its Charter   Organization   Number   Number   Principal Executive Officers
                 
Spectrum Customer Care, Inc. 
   New York     11-3466629       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Design Studio, Inc. 
   New York     13-4018395       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum East Fishkill, LLC
   Delaware     11-3698311       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Eastport, LLC
   Delaware     11-3698308       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum FS Corp. 
   New York     13-4175164       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Glen Cove Corp. 
   New York     13-4057564       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Half Moon, Corp. 
   New York     36-4450134       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Holmdel Corp. 
   New York     13-4057565       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Homes, Inc. 
   New York     13-3851184       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Kensington LLC
   New York     56-2470770       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Lake Grove LLC
   Delaware     20-2355405       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Landing Corp. 
   New York     13-4146294       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Long Beach, LLC
   New York     20-2372265       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Manhattan Woods, LLC
   Delaware     13-4240502       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Monroe Corp. 
   New York     36-4459587       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum North Bergen LLC
   New Jersey     20-2355376       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600

Table of Contents

                         
    State or Other       Industrial   Address Including Zip Code and
Exact Name of   Jurisdiction of   I.R.S. Employer   Classification   Telephone Number Including Area
Registrant Guarantor as   Incorporation or   Identification   Code   Code of Registrant Guarantor’s
Specified in its Charter   Organization   Number   Number   Principal Executive Officers
                 
Spectrum PDC Corp. 
   Pennsylvania     13-4016880       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Pocantico, LLC
   Delaware     13-4240495       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Real Estate Development, LLC
   New York     16-1656426       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Valimar Corp. 
   New York     13-3894729       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Westport, LLC
   New York     41-2054476       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum Wilson Park, LLC
   Delaware     13-4240497       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum-Irvington Corp. 
   New York     13-3902678       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Spectrum-Riverwoods Corp. 
   New York     13-3817312       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Sun City Center Golf Properties, Inc. 
   Delaware     59-3439449       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Sun City Center Realty, Inc. 
   Florida     59-1581628       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Tarpon Cove Realty, Inc. 
   Florida     59-2000931       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Tarpon Cove Yacht & Racquet Club, Inc. 
   Florida     59-3413469       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
The Colony at Pelican Landing Golf Club, Inc. 
   Florida     59-2415982       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
The Valimar Home & Land Company LLC
   New York     13-4125505       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Tiburon Golf Ventures, Inc. 
   Delaware     59-3515983       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600

Table of Contents

                         
    State or Other       Industrial   Address Including Zip Code and
Exact Name of   Jurisdiction of   I.R.S. Employer   Classification   Telephone Number Including Area
Registrant Guarantor as   Incorporation or   Identification   Code   Code of Registrant Guarantor’s
Specified in its Charter   Organization   Number   Number   Principal Executive Officers
                 
Watermark Realty Referral, Inc. 
   Florida     59-3227694       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Watermark Realty, Inc. 
   Delaware     65-0619884       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Amenities, Inc. 
   Florida     20-1179424       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Architecture & Land Planning, Inc. 
   Florida     02-0570572       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Business Development, Inc. 
   Florida     20-1179333       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Capital Corporation
   Florida     65-1108622       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Communities Property Management, Inc. 
   Florida     65-0734347       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Golf Group, Inc. 
   Florida     59-3518710       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Homebuilding Northeast, U.S., Inc. 
   Florida     20-1179554       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Homebuilding, Inc. 
   Florida     20-1178472       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Homes, Inc. 
   Florida     59-3557486       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Marketing, Inc. 
   Florida     20-1179392       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Mid-Atlantic U.S. Region, Inc. 
   Delaware     20-2304216       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Northeast U.S. Region, LLC
   New York     20-1146803       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600

Table of Contents

                         
    State or Other       Industrial   Address Including Zip Code and
Exact Name of   Jurisdiction of   I.R.S. Employer   Classification   Telephone Number Including Area
Registrant Guarantor as   Incorporation or   Identification   Code   Code of Registrant Guarantor’s
Specified in its Charter   Organization   Number   Number   Principal Executive Officers
                 
WCI Realty, Inc. 
   Florida     59-3408628       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Towers, Inc. 
   Florida     20-1179513       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Towers Mid-Atlantic USA, Inc. 
   Delaware     20-1656855       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
WCI Towers Northeast USA, Inc. 
   Delaware     20-1656944       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600
Woodland Properties, LLC
   Virginia     54-2054909       1531     24301 Walden Center Drive
                        Bonita Springs, Florida 34134
                        (239) 947-2600

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated May 11, 2005
PROSPECTUS
WCI COMMUNITIES, INC.
$1,000,000,000
Debt Securities
Preferred Stock
Common Stock
        We may offer and sell debt securities, shares of preferred stock, or shares of common stock. These securities may be offered and sold from time to time for an aggregate offering price of $1,000,000,000.
      We will provide the specific terms and offering price of these securities in supplements to this prospectus. The prospectus supplements may also add to, update or change information contained in this prospectus. You should read this prospectus and the supplements carefully before you invest. This prospectus may not be used to sell any of the securities unless accompanied by a prospectus supplement.
      We may offer these securities directly to investors, through agents, underwriters or dealers. See “Plan of Distribution.” Each prospectus supplement will provide the terms of the plan of distribution relating to each series of securities.
 
      Our common stock is listed on the New York Stock Exchange under the symbol “WCI.”
 
       You should consider carefully the risk factors beginning on page 5 of this prospectus before you invest in any of our securities.
 
       Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is                    , 2005.

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 FORM OF SENIOR NOTE INDENTURE
 FORM OF SENIOR SUBORDINATED NOTE INDENTURE
 FORM OF SUBORDINATED NOTE INDENTURE
 OPINION OF SIMPSON THACHER & BARTLETT LLP
 STATEMENT RE COMPUTATION OF RATIOS
 CONSENT OF PRICEWATERHOUSECOOPERS LLP
 
      As used in this prospectus, the terms “we,” “our,” “ours” and “us”, unless the context otherwise requires, refer to WCI Communities, Inc. and its subsidiaries and predecessors as a combined entity.
 
      You should rely only on the information contained in this prospectus and those documents incorporated by reference herein. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities or related guarantee offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Neither the delivery of this prospectus nor any sale made under it implies that there has been no change in our affairs or that the information in this prospectus is correct as of any date after the date of this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
      We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and file reports, proxy and information statements and other information with the Securities and Exchange Commission (the “Commission”). Those reports, proxy and information statements and other information may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Commission’s Public Reference Room by calling the Commission at 1-800-SEC-0330. Copies of those materials also can be obtained from the Public Reference Section of the Commission at 100 F Street, N.E., Washington, DC 20549, at prescribed rates. The Commission also maintains a web site at http://www.sec.gov, which contains reports, proxy statements and other information regarding registrants that file electronically with the Commission. In addition, reports, proxy statements and other information concerning us may be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
      The Commission allows us to “incorporate by reference” into this prospectus, which means that we can disclose important business and financial information about us that is not included in or delivered with

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the document. We incorporate by reference into this prospectus the following documents filed with the Commission:
  •  our annual report on Form 10-K for the fiscal year ended December 31, 2004;
 
  •  our quarterly report on Form 10-Q for the three-month period ended March 31, 2005; and
 
  •  our current reports on Form 8-K filed on March 4, 2005, March 11, 2005, April 4, 2005 and May 11, 2005, respectively.
      All documents that we file with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus will be deemed to be incorporated by reference in this prospectus and to be a part of this prospectus from the date of the filing of those documents.
      Information that we file later with the Commission and that is incorporated by reference in this prospectus will automatically update and supersede information contained in this prospectus. You will be deemed to have notice of all information incorporated by reference in this prospectus as if that information was included in this prospectus.
      You may obtain copies of those documents from us, free of cost, by contacting us at the following address or telephone number:
  WCI Communities, Inc.
  24301 Walden Center Drive
  Bonita Springs, Florida 34134
  (239) 947-2600
  Attention:  James D. Cullen, Esq.
Associate General Counsel
      In order to obtain timely delivery of these documents, you should make any request no later than five business days before you must make your business decision.

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SUMMARY
      This summary highlights selected information from this prospectus and does not contain all of the information that may be important to you. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. To understand the terms of our securities, you should carefully read this document with the applicable prospectus supplement. Together, these documents will give the specific terms of the securities we are offering. You should also read the documents we have incorporated by reference in this prospectus described above under “Incorporation of Certain Documents by Reference”.
The Securities We May Offer
      This prospectus is part of a registration statement that we filed with the Commission utilizing a “shelf” registration process. Under the shelf registration process, we may offer from time to time up to $1,000,000,000 of any of the following securities:
  •  debt securities;
 
  •  preferred stock; and
 
  •  common stock.
      Any debt securities we issue may be fully and unconditionally guaranteed by one or more of our present and future subsidiaries. The guarantors, if any, will be identified in the applicable prospectus supplement.
      This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and other terms of the securities being offered. The prospectus supplement may also add, update or change information contained in this prospectus.
Debt Securities
      We may offer unsecured or secured general obligations, which may be either senior, senior subordinated or subordinated, and may be convertible into shares of our common or preferred stock. In this prospectus, we refer to the senior debt securities, the senior subordinated debt securities and the subordinated debt securities as the “debt securities”. The senior debt securities, if unsecured, will have the same rank as all of our other unsecured and unsubordinated debt and, if secured, will have the same rank as all our other secured and unsubordinated debt. The subordinated debt securities and the senior subordinated debt securities will be entitled to payment only after payment of our senior debt.
      The debt securities will be issued under one of three form indentures between us and a trustee to be selected by us. We have summarized general features of the debt securities from the indentures. We encourage you to read the indentures, the form of each of which is an exhibit to the registration statement of which this prospectus is a part.
Preferred Stock
      We may issue shares of our preferred stock, par value $0.01 per share, in one or more series. Our board of directors will determine the dividend, voting, conversion and other rights of the series of preferred stock being offered.

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Common Stock
      We may issue common stock, par value $0.01 per share. Holders of common stock are entitled to receive dividends when, as and if declared by the board of directors, subject to the rights of holders of preferred stock; however, we have no present intention of declaring and paying cash dividends on our common stock at any time in the foreseeable future. Each holder of our common stock is entitled to one vote per share. At the present time, the holders of our common stock have no preemptive rights or cumulative voting rights. Our common stock is listed on the New York Stock Exchange under the symbol “WCI”.
About WCI Communities, Inc.
      We are a fully integrated homebuilding and real estate services company with over 50 years of experience in the design, construction and operation of leisure-oriented, amenity-rich master-planned communities. We began our operations in Florida through companies that principally focused on developing amenitized communities in the state. In the late 1990’s, we changed our business model to capture greater revenue and gross margins by becoming the principal homebuilder in most of our communities. In May 2004, we initiated homebuilding operations outside of Florida with the acquisition of Spectrum Communities (Spectrum), a developer and homebuilder that currently operates in New York, New Jersey and Connecticut. In February 2005, we acquired Renaissance Housing Corporation (Renaissance), a luxury homebuilder and developer that currently operates in Maryland and Virginia. These acquisitions established our position in the Northeast U.S. and Mid-Atlantic U.S. luxury residential markets and broadened our capabilities to take advantage of future opportunities in the mid and high-rise urban residential market.
      We offer a full complement of products and services to enhance our customers’ lifestyles and meet their expectations. We design, sell and build single- and multi-family homes serving move-up, pre-retirement and retirement home buyers. We also design, sell and build luxury residential towers targeting affluent, leisure-oriented home purchasers.
      We acquire and develop the land in our communities, construct the residences, design, build and operate the amenities in many of our communities and otherwise control most aspects of the planning, design, development, construction and operation of our communities. In certain situations, we elect to sell parcels and lots to others, including other builders and developers or end users.
      We conduct development and homebuilding operations in the following markets:
  •  Florida:
  •  East Coast — Miami, Fort Lauderdale, West Palm Beach/ Boca Raton, Daytona Beach and Jacksonville; and
 
  •  West Coast — Marco Island, Naples, Fort Myers/ Cape Coral, Punta Gorda, Sarasota/ Bradenton, Tampa/ St. Petersburg/ Clearwater and Pensacola;
  •  New York — Dix Hills, Croton-on-Hudson, Sleepy Hollow, West Nyack, Eastport, East Fishkill, Lake Grove, Tarrytown and Hopewell Crossing;
 
  •  New Jersey — Monroe and North Bergen;
 
  •  Connecticut — Southbury and Danbury;
 
  •  Virginia — Leesburg, McLean, Oakton, Manassas, Occoquan, Chantilly, Herndon, Fairfax, and Arlington; and
 
  •  Maryland — Columbia and Marlboro.
      Since we market our products to move-up, pre-retirement and retirement leisure-oriented home purchasers, we expect to benefit from favorable demographic and economic trends, including the aging of

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the “baby-boom” generation, the growing inter-generational wealth transfer to our target demographic segment, and the increasing affluence of the pre-retirement and retirement-aged population.
      Our principal business lines include single- and multi-family (traditional) homebuilding, mid- and high-rise (tower) homebuilding and real estate services, each of which contributes to our profitability.
Homebuilding Activities
Traditional Homes
      We design, sell and build traditional homes serving primary, second and retirement homebuyers. We build most of these homes within our master-planned communities, which often feature attractive amenities, including hotels such as Ritz-Carlton, Hyatt, Regent International and Starwood’s Luxury Collection. Many of our communities also include golf courses developed by well-known golf professionals, including Raymond Floyd, Peter Jacobsen and Greg Norman. We believe that this approach increases the value of our homes and communities and helps us attract affluent purchasers. Additionally, we sometimes sell selected lots directly to buyers for the design and construction of homes.
Tower Residences
      We design, sell and build luxury residential towers and condominium hotels targeted to affluent, leisure-oriented home purchasers. We hire experienced and bonded third party general contractors specializing in the construction of towers to construct these buildings. By hiring experienced general contractors to construct our towers, we mitigate many of the risks associated with construction. As the developer of the towers that we build, we manage the entire process from planning to closing of completed residences and turnover of the condominium association to residents.
      Generally, construction is not commenced until a substantial number of units are under non-cancelable contracts. We will generally collect a deposit from each purchaser to cover a portion of estimated construction costs. Once construction is completed, closings of sold residences usually occur within one month, at which time we are paid the balance of the purchase price for the residences sold.
Real Estate Services
Realty Brokerage
      In 2004, we extended our franchise agreement for 10 years with Prudential Real Estates Affiliates, Inc. This agreement allows us to provide exclusive residential brokerage services as Prudential Florida WCI Realty in seven geographic areas across nine counties in Florida and commercial brokerage services in Naples. The exclusive franchise areas are in Lee, Collier, Martin, Palm Beach, Broward, Charlotte, and Dade Counties and in portions of Hillsborough and Manatee Counties. Under the agreement, we pay Prudential a royalty based on gross commission revenue on a monthly basis. Additionally, through a separate subsidiary, we provide new home and certain resale brokerage services.
Title Insurance
      We provide title insurance and closing services through a subsidiary which underwrites its policies on behalf of large national title insurers and derives its revenues from commissions on title insurance premiums and closing services provided to our customers, third party residential closings and commercial closings.
Mortgage Banking
      We provide residential mortgage banking services to our buyers, as well as to third party purchasers through our subsidiary, Financial Resources Group, Inc. (FRG), which also does business as WCI Mortgage. FRG originates home mortgages which are subsequently sold to mortgage investors. Generally these mortgages are sold at prices established in commitments obtained from mortgage investors prior to

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the time the mortgages are originated. The mortgages are primarily funded through a bank warehouse facility.
Amenities Membership And Operations
      Our amenities, including championship golf courses with clubhouses, fitness, tennis and recreational facilities, guest lodging, marinas and a variety of restaurants, are central to our mission to deliver high quality residential lifestyles. Amenities at our communities are owned by either community residents or non-residents in equity membership programs, unaffiliated third parties, or retained by us. As we plan the development of new communities, the ownership of the amenities is structured to cater to the preferences and expectations of community residents.
Land Sales
      We leverage our expertise and experience in master planning by strategically selling land at premium prices within our communities for construction of products we do not choose to build. This enables us to create a more well-rounded community by selling land to developers who will construct residential, commercial, industrial and rental properties, which we may prefer not to develop at a particular time or in general. We sometimes engage in retail land sales or sell selected lots to other builders and to end users for the design and construction of homes.
Other Investments
      We selectively enter into business relationships through partnerships and joint ventures with unrelated parties. These partnerships and joint ventures are utilized to acquire, develop, market and operate homebuilding, timeshare, amenities, and/or real estate services projects.
Marketing
      Targeting move-up, pre-retirement, retirement and affluent second home buyers, we develop and execute award-winning, multi-media marketing plans for our homes and communities. We believe our proprietary marketing systems and the depth of experience of our marketing group create an increased number of selling opportunities for us and has generally enhanced our marketing presence and brand recognition. Our marketing programs reach prospective purchasers, locally, nationally, and internationally through advertisements placed in demographic specific periodicals and other media. When a prospective purchaser responds to one of our advertisements or our website, specific property information is provided to them and purchase-specific information is entered into our database creating a personalized customer record, which is used to record every interaction we have with this prospective purchaser. We believe that our relationship and database marketing results in the efficient use of expenditures and results in a greater conversion rate of interested parties to buyers.
 
      Our principal executive offices are located at 24310 Walden Center Drive, Bonita Springs, Florida 34134. Our telephone number is (239) 947-2600. Our website is www.wcicommunities.com. The information provided in our website is not incorporated into this prospectus.

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RISK FACTORS
      You should carefully consider the following risks and uncertainties and all other information contained in this prospectus, including the documents incorporated by reference, before you decide whether to purchase our securities. Additional risks, including those that relate to any particular securities that we may offer, will be included in the applicable prospectus supplement. Any of the following risks, or any of the risks disclosed in the applicable prospectus supplement, if they materialize, could adversely affect our business, financial condition and operating results. As a result, the trading price of our securities could decline, and you could lose all or part of your investment.
Significant Capital Requirements — If we are not able to raise sufficient capital to enhance and maintain the operations of our properties and to expand and develop our real estate holdings, our results of operations and revenues could decline.
      We operate in a capital intensive industry and require significant capital expenditures to maintain our competitive position. Failure to secure needed additional financing, if and when needed, may limit our ability to grow our business which could reduce our results of operations and revenues. We expect to make significant capital expenditures in the future to enhance and maintain the operations of our properties and to expand and develop our real estate holdings. In the event that our plans or assumptions change or prove to be inaccurate or if our cash flow proves to be insufficient, due to unanticipated expenses or otherwise, we may seek to minimize cash expenditures and/or obtain additional financing in order to support our plan of operations. Additional funding, whether obtained through public or private debt or equity financing, or from strategic alliances, may not be available when needed or may not be available on terms acceptable to us, if at all.
Inability to Successfully Develop Communities — If we are not able to develop our communities successfully, our earnings could be diminished.
      Before a community generates any revenues, material expenditures are required to acquire land, to obtain development approvals and to construct significant portions of project infrastructure, amenities, model homes and sales facilities. It generally takes several years for a community development to achieve cumulative positive cash flow. Our inability to develop and market our communities successfully and to generate positive cash flows from these operations in a timely manner would have a material adverse effect on our ability to service our debt and to meet our working capital requirements.
Risks Associated with Construction — Problems in the construction of our communities could result in substantial increases in cost and could disrupt our business which would reduce our profitability.
      We must contend with the risks associated with construction activities, including the inability to obtain insurance or obtaining insurance at significantly increased rates, cost overruns, shortages of lumber, steel, concrete or other materials, shortages of labor, labor disputes, unforeseen environmental or engineering problems, work stoppages and natural disasters, any of which could delay construction and result in a substantial increase in costs which would reduce our profitability. Where we act as the general contractor, we are responsible for the performance of the entire contract, including work assigned to unaffiliated subcontractors. Claims may be asserted against us for construction defects, personal injury or property damage caused by the subcontractors, and these claims may give rise to liability. Where we hire general contractors, if there are unforeseen events like the bankruptcy of, or an uninsured or under-insured loss claimed against, our general contractors, we may become responsible for the losses or other obligations of the general contractors, which may materially and adversely affect our results of operations. Should losses in excess of insured limits occur, the losses could adversely affect our results of operations. In addition, our results of operations could be negatively impacted in the event that a general contractor experiences significant cost overruns or delays and is not able or willing to absorb such impacts.

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Risk of Increased Interest Rates — Because many of our customers finance their home purchases, increased interest rates could lead to fewer home sales which would reduce our revenues.
      Many purchasers of our homes obtain mortgage loans to finance a substantial portion of the purchase price of their homes. In general, housing demand is adversely affected by increases in interest rates, housing costs and unemployment and by decreases in the availability of mortgage financing. In addition, there have been discussions of possible changes in the federal income tax laws which would remove or limit the deduction for home mortgage interest. If effective mortgage interest rates increase and the ability or willingness of prospective buyers to finance home purchases is adversely affected, our operating results may also be negatively affected which may impair our ability to meet our working capital requirements.
Substantial Indebtedness and High Leverage — Our substantial indebtedness and high leverage could adversely affect our financial health.
      We have substantial debt and debt service requirements. At March 31, 2005:
  •  our total debt was $1,421.4 million;
 
  •  our total equity was $914.8 million;
 
  •  total debt represented 60.8% of total capitalization of WCI Communities, Inc. and its subsidiaries; and
 
  •  we had up to approximately $511.5 million available for borrowings under the senior unsecured revolving credit facility.
      For the year ended December 31, 2004, our debt service payment obligations totaled approximately $81.8 million. For the three-month period ended March 31, 2005 our debt service payment obligations totaled approximately $23.1 million. Based on the terms, outstanding balances and interest rates of our indebtedness as of March 31, 2005 our annual debt service payment obligations would be approximately $100.6 million
      In addition, in connection with the development of certain of our communities, community development or improvement districts may utilize bond financing programs to fund construction or acquisition of certain on-site and off-site infrastructure improvements, near or at such communities. The obligation to pay principal and interest on the bonds issued by the districts is assigned to each parcel within the district. If the owner of the parcel does not pay such obligation, a lien will be placed on the property to secure the unpaid obligation. The bonds, including interest and redemption premiums, if any, and the associated lien on the property are typically payable, secured and satisfied by revenues, fees, or assessments levied on the property benefited.
      Although we are not directly obligated to pay all of the outstanding bond amounts, we do pay a portion of the revenues, fees, and assessments levied by the districts on the property benefited by the improvements within our communities. In addition, we guarantee district shortfalls under certain bond debt service agreements when the revenues, fees, and assessments which are designed to cover principal and interest and other operating costs of the bonds are not paid. In the event that debt service shortfalls guaranteed by us occur, we will be required to fund our obligations under these guarantees. The amount of bond obligations issued and outstanding by districts with respect to our communities totaled $145.9 million at March 31, 2005. We have accrued $47.4 million as of March 31, 2005 as the estimated amount of such bonds that we may be required to fund. The amount we may have to pay in connection with these bonds, however, may be more or less than the amount we have accrued.
      Our high degree of leverage could have important consequences to you, including the following:
  •  our ability to satisfy our obligations with respect to our outstanding debt may be impaired in the future;
 
  •  our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate or other purposes may be impaired in the future;

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  •  a substantial portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available to us for other purposes;
 
  •  certain of our borrowings are and will continue to be at variable rates of interest (including borrowings under our senior unsecured revolving credit facility), which will expose us to the risk of increased interest rates;
 
  •  we may be substantially more leveraged than certain of our competitors, which may place us at a competitive disadvantage; and
 
  •  our substantial leverage may limit our flexibility to adjust to changing economic or market conditions, reduce our ability to withstand competitive pressures and make us more vulnerable to a downturn in general economic conditions.
      In addition, our senior unsecured revolving credit facility and our other debt instruments contain financial and other restrictive covenants that will limit our ability to, among other things, borrow additional funds.
Availability of Land — Because our business depends on the acquisition of new land, the unavailability of land could reduce our revenues or negatively affect our results of operations.
      Our operations and revenues are highly dependent on our ability to expand our portfolio of land parcels. We may compete for available land with entities that possess significantly greater financial, marketing and other resources. Competition generally may reduce the amount of land available as well as increase the cost of such land. An inability to effectively carry out any of our sales activities and development resulting from the unavailability of land may adversely affect our business, financial condition and results of operations.
National and Regional Economic Conditions — A deterioration in national and regional economic conditions could adversely impact our real estate sales and revenues.
      Our real estate sales and revenues could decline due to a deterioration of regional or national economies. Our sales and revenues would be disproportionately affected by worsening economic conditions in the Midwestern and Northeastern United States because we generate a disproportionate amount of our sales from customers in those regions. In addition, a significant percentage of our residential units are second home purchases which are particularly sensitive to the state of the economy.
Risks Associated with Our Geographic Concentration in Florida — Because of our geographic concentration in Florida, an economic downturn in Florida could reduce our revenues or our ability to grow our business.
      We currently develop and sell a substantial majority of our properties in Florida. Consequently, any economic downturn in Florida could reduce our revenues or our ability to grow our business. In addition, the appeal of becoming an owner of one of our residential units may decrease if potential purchasers do not continue to view the locations of our communities as attractive primary, second home or retirement destinations.
Risks Due to Recent Terrorist and Weather Events — Increased insurance risk, perceived risk of travel and adverse changes in economic conditions as a result of recent events could negatively affect our business.
      We believe that insurance and surety companies are re-examining many aspects of their business, and may take actions including increasing premiums, requiring higher self-insured retentions and deductibles, requiring additional collateral on surety bonds, reducing limits, restricting coverages, imposing exclusions, such as mold damage, sabotage and terrorism, and refusing to underwrite certain risks and classes of business. Any increased premiums, mandated exclusions, change in limits, coverages, terms and conditions

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or reductions in the amounts of bonding capacity available may adversely affect our ability to obtain appropriate insurance coverages at reasonable costs, which could have a material adverse effect on our business.
Community Relations — Poor relations with the residents of our communities could negatively impact sales, which could cause our revenues or results of operations to decline.
      As a community developer, we may be expected by community residents from time to time to resolve any real or perceived issues or disputes that may arise in connection with the operation or development of our communities. Any efforts made by us in resolving these issues or disputes could be deemed unsatisfactory by the affected residents and any subsequent action by these residents could negatively impact sales, which could cause our revenues or results of operations to decline. In addition, we could be required to make material expenditures related to the settlement of such issues or disputes or modify our community development plans.
Risks and Costs of Growth — We may not be successful in our efforts to identify, complete or integrate acquisitions which could adversely affect our results of operations and prospects.
      A principal component of our strategy is to continue to grow profitably in a controlled manner in both existing and new markets by acquiring and developing land or by acquiring other property developers or homebuilders. On May 24, 2004, we completed our first acquisition outside Florida with our purchase of Spectrum, a developer and homebuilder that currently operates in New York, New Jersey and Connecticut. On February 17, 2005, we announced our second acquisition outside of Florida with our acquisition of Renaissance, a luxury homebuilder and developer based in Reston, Virginia that currently operates in Virginia and Maryland. However, we may not be successful in implementing our acquisition strategy and growth may not continue at historical levels or at all. The failure to successfully integrate Spectrum or Renaissance and identify and acquire other businesses or real estate development opportunities effectively could adversely affect our business, assets, financial condition, results of operations and prospects.
Variability in Our Results — We experience variability in our results of operations in each quarter and accordingly, quarter-to-quarter comparisons should not be relied upon as an indicator of our future performance. In addition, as a result of such fluctuations, the price of our securities may experience volatility.
      We have historically experienced, and in the future expect to continue to experience, variability in our revenue, profit and cash flow. Our historical financial performance is not necessarily a meaningful indicator of future results and we expect financial results to vary from project to project and from quarter to quarter. In particular, our revenue recognition policy for tower residences can cause significant fluctuation in our total revenue from quarter to quarter. We believe that quarter-to-quarter comparisons of our results should not be relied upon as an indicator of future performance. As a result of such fluctuations, the price of our securities may experience volatility.
      We commence construction of a portion of our homes prior to obtaining non-cancellable sales contracts for those residences. Depending on the level of demand for these residences, some or all of these residences may not be sold at the prices or in the quantities originally expected. As a result, our operating income could be adversely affected.
Risks of Seasonality — We may be negatively impacted by seasonal factors, which could limit our ability to generate revenue and cash flow.
      Because many of our Florida customers prefer to close on their home purchases before the winter, and due to the typical timing of tower construction commencement and completion, the fourth quarter of each year often produces a disproportionately large portion of our total year’s revenues, profits and cash

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flows. Therefore, delays or significant negative economic events that occur in the fourth quarter may have a disproportionate effect on revenues, profits and cash flows for the year.
Risk of Nonreceipt of Already Recognized Revenue and Profit on Tower Residence Sales — If we do not receive cash corresponding to previously recognized revenues, our future cash flows could be lower than expected.
      In accordance with generally accepted accounting principles, we recognize revenues and profits from sales of tower residences during the course of construction. Revenue is recorded when construction is beyond a preliminary stage, the buyer is committed to the extent of being unable to require a full refund, except for nondelivery of the residence, a substantial percentage of residences are under non-cancelable contracts, collection of the sales price is reasonably assured and costs can be reasonably estimated. Due to various contingencies, like delayed construction and buyer defaults, we may receive less cash than the amount of revenue already recognized or the cash may be received at a later date than we expected which could affect our profitability and ability to pay our debts.
Risks of Expansion — Expansion into new geographic areas poses risks. If we are unable to successfully expand into new geographic areas, our results of operations may be adversely affected.
      We plan to continue to expand our business to new geographic areas outside of Florida. We will incur additional risks to the extent we develop communities in climates or geographic areas in which we do not have experience or develop a different size or style of community, including:
  •  acquiring the necessary construction materials and labor in sufficient amounts and on acceptable terms;
 
  •  adapting our construction methods to different geographies and climates; and
 
  •  reaching acceptable sales levels at such communities.
      In addition, we may have difficulty attracting potential customers from areas and to a market in which we have not had significant experience.
Risks Associated with Natural Disasters — Our revenues and profitability may be adversely affected by natural disasters.
      The Florida climate presents risks of natural disasters. To the extent that hurricanes, severe storms, floods or other natural disasters or similar events occur, our business may be adversely affected. Our Northeast and Mid-Atlantic regions may also become subject to severe winter conditions that may adversely affect our business. Although we insure for losses resulting from natural disasters, such insurance may not be adequate to cover business interruption or losses resulting therefrom, which may have a material adverse effect on our business, assets, financial condition, results of operations and prospects.
Risks Associated with Our Industry — Laws and regulations related to property development may subject us to additional costs and delays which could reduce our revenues, profits or prospects.
      We are subject to a variety of statutes, ordinances, rules and regulations governing certain developmental matters, building and site design which may impose additional costs and delays on us. In particular, we may be required to obtain the approval of numerous governmental authorities regulating such matters as permitted land uses, levels of density and the installation of utility services such as gas, electric, water and waste disposal. In addition, certain fees, some of which may be substantial, may be imposed to defray the cost of providing certain governmental services and improvements. We also may be subject to additional costs or delays or may be precluded from building a project entirely because of “no growth” or “slow growth” initiatives, building permit allocation ordinances, building moratoriums, restrictions on the availability of utility services or similar governmental regulations that could be imposed in the future. These ordinances, moratoriums or restrictions, if imposed, could cause our costs to increase

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and delay our planned or existing projects, which would in turn reduce our revenues, profits or ability to grow our business.
      In addition, some of our land and some of the land that we may acquire has not yet received all of the planning approvals or entitlements necessary for planned development or future development. Failure to obtain entitlement of this land on a timely basis may adversely affect our future results and prospects.
Environmental Regulation — Compliance with applicable environmental laws may substantially increase our costs of doing business which could reduce our profits.
      We are subject to various laws and regulations relating to the operation of our properties, which are administered by numerous federal, state and local governmental agencies. Our growth and development opportunities may be limited and more costly as a result of legislative, regulatory or municipal requirements. The inability to grow our business or pay these costs could reduce our profits. In addition, our operating costs may also be affected by our compliance with, or our being subject to, environmental laws, ordinances and regulations relating to hazardous or toxic substances of, under, or in such property. These costs could be significant and could result in decreased profits or the inability to develop our land as originally intended.

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FORWARD-LOOKING STATEMENTS
      This prospectus includes and incorporates by reference forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies.
      These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases, including references to assumptions. These statements are contained in the documents incorporated herein by reference and in the sections entitled “Summary,” “Risk Factors” and other sections of this prospectus.
      Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that such plans, intentions or expectations will be achieved. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth below and elsewhere in this prospectus, including under the section headed “Risk Factors.” These factors include, among others:
  •  our ability to compete in the Florida, New York, New Jersey, Connecticut, Virginia and Maryland real estate markets;
 
  •  the availability and cost of land in desirable areas in Florida, New York, New Jersey, Connecticut, Virginia, Maryland and District of Columbia and elsewhere and the ability to expand successfully into those areas;
 
  •  our ability to obtain necessary permits and approvals for the development of our land;
 
  •  our ability to raise debt and equity capital and grow our operations on a profitable basis;
 
  •  our ability to pay principal and interest on our current and future debts;
 
  •  our ability to sustain or increase historical revenues and profit margins;
 
  •  material increases in labor and material costs;
 
  •  delayed or inadequate supply of labor and materials;
 
  •  increases in interest rates;
 
  •  the level of consumer confidence;
 
  •  adverse legislation or regulations;
 
  •  unanticipated litigation or legal proceedings;
 
  •  natural disasters; and
 
  •  continuation and improvement of general economic conditions and business trends.
All forward-looking statements attributable to us or any persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to update any forward-looking statements in this prospectus or elsewhere.
      Our risks are more specifically described in “Risk Factors.” If one or more of these risks or uncertainties materializes, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected.

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USE OF PROCEEDS
      We will use the net proceeds that we receive from the sale of the securities offered by this prospectus and the accompanying prospectus supplement for general corporate purposes. General corporate purposes may include repayment of debt, capital expenditures, possible land or corporate acquisitions and any other purposes that may be stated in any prospectus supplement. The net proceeds may be invested temporarily or applied to repay short-term or revolving debt until they are used for their stated purpose.
DIVIDEND POLICY
      Historically, we have not paid cash dividends on our common stock and expect that, for the foreseeable future, we will not do so. Historically, we have followed a policy of retaining earnings in order to finance the continued development of our business and expect that, for the foreseeable future, we will continue to follow this policy.
      Payment of future dividends, if any, would be at the discretion of our board of directors after taking into account various factors, including our earnings, capital requirements, operating and financial condition, and any contractual limitations then in effect. In this regard, our senior unsecured revolving credit facilities and the indentures governing our outstanding senior subordinated notes contain restrictions on the amount of dividends that we may pay on our common stock. In addition, our senior unsecured revolving credit facility and senior subordinated notes require the maintenance of minimum consolidated stockholders’ equity, which restricts the amount of dividends that we may pay.

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RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
      The ratio of earnings to fixed charges and the ratio of earnings to combined fixed charges and preferred stock dividends presented below should be read together with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” incorporated herein by reference. In calculating the ratio of earnings to fixed charges and the ratio of earnings to combined fixed charges and preferred stock dividends, earnings consisted of (a) pre-tax income from operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees, plus (b) fixed charges, plus (c) amortization of capitalized interest, plus (d) distributed income from equity investees, minus (e) capitalized interest. Fixed charges are comprised of (a) interest incurred, both expensed and capitalized, (b) debt issue cost amortization in the period, and (c) the portion of rental expense representative of the interest factor.
                                                 
    For the Three-    
    Month Period   For the Years Ended December 31,
    Ended    
    March 31, 2005   2004   2003   2002   2001   2000
                         
Ratio of earnings to fixed charges
     1.94       3.13       3.04       3.11       3.22       2.64  
Ratio of earnings to combined fixed charges and preferred stock dividends
     1.94       3.13       3.04       3.11       3.22       2.64  

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DESCRIPTION OF DEBT SECURITIES
      This section explains the provisions of the debt securities that we may offer and sell by this prospectus. The particular terms of the debt securities offered, including any changes from these terms, will be described in a prospectus supplement relating to those debt securities.
      The debt securities will be governed by the applicable indentures. The indentures give us broad authority to set the particular terms of each series of debt securities, including the right to modify certain of the terms contained in the indentures. The applicable indentures contain the full legal text of the matters described in this section. Because this section is a summary, it does not describe every provision of the debt securities or the indentures. This summary is subject to and qualified in its entirety by reference to all the provisions of the applicable indenture, including definitions of terms used in such indenture. You should read the applicable indenture, including the defined terms, and the particular terms of the debt securities for provisions that may be important to you. You should read the prospectus supplement relating to a series of debt securities for more information about the terms of a particular series of debt securities, including variations from the terms described in this prospectus. This summary is subject to, and qualified in its entirety by reference to, the description of the particular terms of the debt securities in the applicable prospectus supplement.
      The debt securities will be our general unsecured or secured obligations. The senior debt securities will be senior to all of our subordinated debt. The senior debt securities, if unsecured, will rank equally with our other unsecured, unsubordinated debt and, if secured, will rank equally with our other secured, unsubordinated debt.
      The senior subordinated debt securities will be subordinate to any of our senior debt and to certain other of our debt obligations that may be outstanding. The senior subordinated debt securities will rank equally with certain other items of our senior subordinated debt that may be outstanding, including our outstanding senior subordinated notes and contingent convertible senior subordinated notes, and senior to certain of our subordinated debt that may be outstanding, including any subordinated debt securities.
      The subordinated debt securities will be subordinate in right of payment to any of our senior debt, to our senior subordinated debt securities and to certain of our other obligations and will rank equally with certain other items of our subordinated debt. Any debt securities we issue may be fully and unconditionally guaranteed by one or more of our present or future subsidiaries. The guarantors, if any, will be identified in the applicable prospectus supplement. None of the debt securities will be guaranteed unless otherwise described in the applicable prospectus supplement.
      The senior debt securities are to be issued under a form of senior indenture to be executed by us and a trustee to be selected by us. We refer to this indenture as the “senior indenture”. Senior subordinated debt securities are to be issued under a form of senior subordinated indenture to be executed by us and a trustee to be selected by us. We refer to this indenture as the “senior subordinated indenture”. Subordinated debt securities are to be issued under a subordinated indenture to be executed by us and a trustee to be selected by us. We refer to this indenture as the “subordinated indenture”. In this prospectus, the senior indenture, the senior subordinated indenture and the subordinated indenture are sometimes collectively referred to as the “indentures.” The indentures are substantially identical, except for provisions relating to subordination. For purposes of the summaries below, the term “guarantor” shall refer to each guarantor, if any, under the applicable indenture.
General
      The indentures do not limit the aggregate principal amount of debt securities which may be issued. The indentures also provide that debt securities may be issued in one or more series, in such form or forms, with such terms and up to the amount we authorize, in each case as established from time to time in or pursuant to a resolution of our board of directors and set forth in an officers’ certificate or established in one or more supplemental indentures. All debt securities of one series need not be issued at the same

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time, and, unless otherwise provided, any series may be reopened, without the consent of the holders of the debt securities of that series, for issuances of additional debt securities of that series.
      Reference is made to the prospectus supplement for the following terms of any offered debt securities:
  •  the identity of the guarantors, if applicable;
 
  •  the designation (including whether they are senior debt securities, senior subordinated debt securities or subordinated debt securities and whether such debt securities are convertible), aggregate principal amount and authorized denominations of the offered debt securities;
 
  •  the percentage of their principal amount at which such offered debt securities will be issued;
 
  •  any limit on the aggregate principal amount of the debt securities;
 
  •  the date or dates on which the offered debt securities will mature or the method of determination thereof;
 
  •  the rate or rates (which may be fixed or variable) at which the offered debt securities will bear interest, if any, or the method by which such rate or rates shall be determined, any reset features of the rates and the date or dates from which such interest will accrue or the method by which such date or dates shall be determined;
 
  •  the dates on which any such interest will be payable and the regular record dates for such interest payment dates;
 
  •  any mandatory or optional sinking fund or purchase fund or similar provisions;
 
  •  if applicable, the period or periods within which and the price or prices at which the offered debt securities may be redeemed at our option pursuant to any optional or mandatory redemption provisions or may be repurchased at the option of the holder of the offered debt securities, and the other redemption or repurchase terms;
 
  •  if applicable, the terms and conditions upon which the offered debt securities may be convertible into common or preferred stock, including the initial conversion rate, the conversion period and any other provision;
 
  •  if other than denominations of $1,000 and integral multiples thereof, the denominations in which debt securities of the series shall be issuable;
 
  •  if other than the principal amount of the offered debt securities, the portion of the principal amount which shall be payable upon declaration of acceleration of maturity of the offered securities;
 
  •  whether such offered debt securities shall be subject to defeasance and under what terms;
 
  •  any events of default provided with respect to the offered debt securities that are in addition to or different from those explained here;
 
  •  any subordination terms that are in addition to or different from those explained here;
 
  •  any guarantee terms that are in addition to or different from those explained here;
 
  •  whether the debt securities will be secured or unsecured, and the terms and collateral of any secured debt securities; and
 
  •  any other terms of the offered debt securities.
      Unless otherwise indicated in the prospectus supplement, the principal of, premium and interest on the offered debt securities will be payable, and exchanges and transfers of the debt securities will be handled, at the applicable trustee’s corporate trust office. We will have the option to pay interest by check mailed to the holder’s address as it appears in the security register.

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      No service charge will be made for any registration of transfer or exchange of the offered debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with an exchange or transfer.
      Debt securities may be issued under an indenture as original issue discount securities to be offered and sold at a substantial discount from the principal amount thereof. Special federal income tax, accounting and other considerations applicable to any such original issue discount securities will be described in the prospectus supplement.
Ranking
      The payment of the principal of, premium, if any, and interest on, the senior subordinated debt securities and the subordinated debt securities will be subordinated, as set forth in the senior subordinated or subordinated indentures, in right of payment, to the prior payment in full of all senior indebtedness, whether outstanding on the date of the applicable indenture or thereafter incurred.
      Except as set forth in the applicable prospectus supplement, upon any distribution to our creditors or the creditors of a guarantor in a liquidation or dissolution of WCI Communities, Inc. (“WCI”) or any guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to WCI or any guarantor or any of their property, an assignment for the benefit of creditors or any marshalling of the assets and liabilities of WCI or any guarantor, the holders of senior indebtedness will be entitled to receive payment in full in cash of such senior indebtedness before the holders of the debt securities will be entitled to receive any payment with respect to the senior subordinated debt securities or the subordinated debt securities, and until all senior indebtedness is paid in full in cash, any distribution to which the holders of the debt securities would be entitled shall be made to the holders of senior indebtedness, except that holders of the senior subordinated debt securities or the subordinated debt securities may receive:
        (1) shares of capital stock and any securities representing indebtedness (collectively, “permitted junior securities”) that are subordinated to substantially the same extent, or to a greater extent, as the senior subordinated debt securities or the subordinated debt securities to:
  •  senior indebtedness; and
 
  •  any securities issued in exchange for senior indebtedness; and
        (2) payments made from the trust referred to under “Satisfaction and Discharge of Indenture; Defeasance”.
      WCI or a guarantor also may not make any payment upon or in respect of the senior subordinated debt securities or the subordinated debt securities, except that holders may receive permitted junior securities or payments and other distributions from the trust referred to under “Satisfaction and Discharge of Indenture; Defeasance”, if:
        (1) a payment default on designated senior indebtedness occurs and is continuing beyond any applicable grace period (a “payment default”); or
 
        (2) any other default occurs and is continuing with respect to designated senior indebtedness that permits holders of the designated senior indebtedness as to which such default relates to accelerate its maturity (a “non-payment default”) and the applicable trustee receives notice of such default (a “payment blockage notice”) from WCI or the holders of such designated senior indebtedness.
      Payments on the senior subordinated debt securities or the subordinated debt securities, as the case may be, may and shall be resumed:
        (1) in the case of a payment default, upon the date on which such default is cured or waived; and

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        (2) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable payment blockage notice is received (each such period, the “payment blockage period”),
      unless the maturity of any designated senior indebtedness has been accelerated.
      No new payment blockage notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately preceding payment blockage notice. No nonpayment default that existed or was continuing on the date of delivery of any payment blockage notice to the applicable trustee shall be, or be made, the basis for a subsequent payment blockage notice unless such default shall have been cured or waived.
      If WCI or a guarantor fails to make any payment on the senior subordinated debt securities or the subordinated debt securities when due or within any applicable grace period, whether or not on account of the payment blockage provision referred to above, such failure would constitute an event of default under the applicable indenture and would enable the holders of the senior subordinated debt securities or the subordinated debt securities to accelerate the maturity of such debt securities.
      If the applicable trustee or any holders of the senior subordinated debt securities or the subordinated debt securities receives a payment in respect of the senior subordinated debt securities or the subordinated debt securities, as applicable, (except permitted junior securities or payments and other distributions from the trust referred to under “Satisfaction and Discharge of Indenture; Defeasance”) when the payment is prohibited by these subordination provisions, the applicable trustee or the applicable holders, as the case may be, shall hold the payment in trust for the benefit of the holders of senior indebtedness. Upon the proper written request of the holders of senior indebtedness, the applicable trustee or the applicable holders, as the case may be, shall deliver the amounts in trust to the holders of senior indebtedness or their proper representative.
      The applicable indenture will further require that WCI or a guarantor promptly notify holders of senior indebtedness if payment of the senior subordinated debt securities or the subordinated debt securities is accelerated because of an event of default.
      “Designated senior indebtedness” means:
        (1) indebtedness outstanding under our senior unsecured revolving credit agreement dated as of August 13, 2004 by and among WCI, Bank of America, N.A. and the other parties named therein, providing for up to $1.0 billion 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; and
 
        (2) any other indebtedness, the principal amount of which is $25.0 million or more and that has been designated by us as “Designated Senior Indebtedness.”
      “Senior indebtedness” means:
        (1) all indebtedness of such person under our senior unsecured revolving credit facilities and all hedging obligations with respect thereto; and
 
        (2) any other indebtedness of such person, 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 senior subordinated securities or subordinated securities, including, with respect to clauses (1) and (2), interest accruing subsequent to the filing of, or which would have accrued but for the filing of, a petition for bankruptcy, in accordance with and at the rate (including any rate applicable upon any default or event of default, to the extent lawful) specified in the documents evidencing or governing such senior indebtedness, whether or not such interest is an allowable claim in such bankruptcy proceeding.

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      Notwithstanding anything to the contrary in the foregoing, senior indebtedness will not include:
  •  any liability for federal, state, local or other taxes owed or owing by such person;
 
  •  any indebtedness of such person to any of its subsidiaries or other affiliates;
 
  •  any trade payables, customer deposits, reserves and accrued expenses;
 
  •  any obligations to repay or guarantee shortfalls in payments of bond financing issued by community development districts and local government districts to construct infrastructure improvements other than that portion of such obligations that is due and payable at the time of determination; and
 
  •  such other indebtedness that may be excluded from the definition of “senior indebtedness” by the senior subordinated indenture and the subordinated indenture, as the case may be.
      “Senior Indebtedness” of WCI or any guarantor of the senior subordinated debt securities or the subordinated debt securities has a correlative meaning.
Conversion Rights
      The prospectus supplement will provide whether the offered debt securities will be convertible and, if so, the initial conversion price or conversion rate at which such convertible debt securities will be convertible into shares of our common or preferred stock. The holder of any convertible debt security will have the right exercisable at any time during the time period specified in the prospectus supplement, unless previously redeemed by us, to convert such debt security at the principal amount (or, if such debt security is an original issue discount security, such portion of the principal amount thereof as is specified in the terms of such debt security) into shares of our common or preferred stock at the conversion price or conversion rate set forth in the prospectus supplement, subject to adjustment. The holder of a convertible debt security may convert a portion of the debt security which is $1,000 or any integral multiple of $1,000. In the case of debt securities called for redemption, conversion rights will expire at the close of business on the date fixed for the redemption as may be specified in the prospectus supplement, except that in the case of redemption at the option of the holder, if applicable, such right will terminate upon receipt of written notice of the exercise of the option.
      In certain events, the conversion rate will be subject to adjustment as set forth in the applicable indenture. Such events may include:
  •  the issuance of shares of any class of our capital stock as a dividend on the common stock into which the debt securities of such series are convertible;
 
  •  subdivisions, combinations and reclassifications of the common or preferred stock into which debt securities of such series are convertible;
 
  •  the issuance to all holders of common or preferred stock into which debt securities of such series are convertible of rights or warrants entitling the holders (for a period not exceeding 45 days) to subscribe for or purchase shares of common or preferred stock at a price per share less than the current market price per share of common or preferred stock (as defined in the indentures); and
 
  •  the distribution to all holders of common or preferred stock of evidences of debt of WCI Communities, Inc. or of assets (excluding cash dividends paid from retained earnings and dividends payable in common stock for which adjustment is made as referred to above) or subscription rights or warrants (other than those referred to above).
      No adjustment of the conversion price or conversion rate will be required unless an adjustment would require a cumulative increase or decrease of at least 1% in such price or rate. Fractional shares of common or preferred stock will not be issued upon conversion, but we will pay a cash adjustment for it. Convertible debt securities surrendered for conversion between the record date for an interest payment, if any, and the interest payment date (except convertible debt securities called for redemption on a redemption date

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during such period) must be accompanied by payment of an amount equal to the interest which the registered holder is to receive.
Defaults, Notice and Waiver
      The following are events of default under the indentures with respect to debt securities of any series issued thereunder:
  •  default in the payment of interest on any debt security of that series when due continued for 30 days (whether or not such payment is prohibited by the subordination provisions, if any, of the indenture);
 
  •  default in the payment of the principal of (or premium, if any on) any debt security of that series at its maturity (whether or not payment is prohibited by the subordination provisions, if any, of the indenture);
 
  •  default in the deposit of any sinking fund payment, if any, when due by the terms of any debt security of that series (whether or not payment is prohibited by the subordination provisions, if any, of the indenture);
 
  •  failure by WCI Communities, Inc. or any of its restricted subsidiaries to comply for 30 days after notice with certain of its other agreements contained in the applicable indenture;
 
  •  certain events of bankruptcy, insolvency or reorganization;
 
  •  any guarantee shall for any reason cease to exist or shall not be in full force and effect enforceable in accordance with its terms; and
 
  •  any other event of default provided with respect to debt securities of that series.
      If an event of default with respect to debt securities of any series at the time outstanding shall occur and be continuing, the trustee or the holders of not less than 25% in principal amount of the outstanding debt securities of that series may declare the unpaid principal balance immediately due and payable. Notwithstanding the foregoing, in the case of an event of default arising from certain events of bankruptcy or insolvency, with respect to WCI Communities, Inc., any significant subsidiary or any group of restricted subsidiaries that, taken together (as of the latest audited consolidated financial statements for WCI Communities, Inc. and its restricted subsidiaries), would constitute a significant subsidiary, the outstanding debt securities of that series will become due and payable without further action or notice.
      However, any time after a declaration of acceleration with respect to debt securities of any series has been made and before a judgment or decree for payment of the money due has been obtained, the holders of a majority in principal amount of outstanding debt securities of that series may, by written notice rescind and annul such acceleration under certain circumstances, except a continuing default or event of default in the payment of interest on, or the principal of, the outstanding debt securities. For information as to waiver of defaults, see “Modification and Waiver” below.
      Reference is made to the prospectus supplement relating to any series of offered debt securities which are original issue discount securities for the particular provision relating to acceleration of the maturity of a portion of the principal amount of such original issue discount securities upon the occurrence of an event of default and the continuation thereof.
      We must file annually with the trustee in respect of each indenture an officers’ certificate stating whether or not we are in default in the performance and observance of any of the terms, provisions and conditions of the respective indenture and, if so, specifying the nature and status of the default.
      Each indenture provides that the trustee, within 90 days after the occurrence of a default, will give by mail to all holders of debt securities of any series notice of all defaults with respect to such series known to it, unless such default has been cured or waived; but, in the case of a default in the payment of the principal of (or premium, if any) or interest on any debt security of such series or in the payment of any

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sinking fund or similar obligation installment with respect to debt securities of such series, the trustee shall be protected in withholding such notice if the board of directors or such committee of directors as designated in such indenture or responsible officer of the trustee in good faith determines that the withholding of such notice is in the interest of such holders.
      Each indenture contains a provision entitling the trustee to be indemnified by holders of debt securities before proceeding to exercise any right or power under such indenture at the request of any such holders. Each indenture provides that the holders of a majority in principal amount of the then outstanding debt securities of any series may, subject to certain exceptions, direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred upon the trustee regarding the debt securities of such series. The right of a holder to institute a proceeding with respect to each indenture is subject to certain conditions precedent including notice and indemnity to the trustee, but the holder has an absolute right to receipt of principal and interest when due and to institute suit for payment of principal and interest.
Covenants
Consolidation, Merger and Sale of Assets
      Unless otherwise indicated in the prospectus supplement relating to offered debt securities, we, without the consent of any holder of outstanding debt securities, may consolidate with or merge into any other corporation, or convey, transfer or lease our properties and assets substantially as an entirety to, any person, provided that the corporation formed by such consolidation or into which we are merged or the person which acquires by conveyance or transfer or which leases our properties and assets, substantially as an entirety is a corporation organized under the laws of any United States jurisdiction and expressly assumes our obligations on the debt securities and under the applicable indenture, that after giving effect to the transaction, no event of default shall have happened and be continuing, and that certain other conditions are met.
Other Covenants
      The prospectus supplement relating to offered debt securities will describe any other material covenants in respect of a series of debt securities. Unless otherwise indicated in the applicable prospectus supplement, any covenants applicable to the debt securities will be binding on us and our guarantor subsidiaries. Other than the covenant included in the indentures described under “Consolidation, Merger and Sale of Assets” above or any covenant described in the applicable prospectus supplement, the debt securities will not have the benefit of any covenants that limit or restrict our business or operations or the incurrence of additional indebtedness by us or any guarantor, and there are no covenants or other provisions in the indenture providing for a put or increased interest or otherwise that would afford holders of debt securities additional protection in the event of a recapitalization transaction, a change of control transaction or a highly leveraged transaction.
Modification and Waiver
      Modification and amendments of the indentures may be made by WCI Communities, Inc., any guarantor, and the trustee with the consent of the holders of a majority in principal amount of the then outstanding debt securities of each series affected provided, that no modification or amendment may, without the consent of the holder of each outstanding debt security affected:
  •  change the stated maturity of the principal of, or any installment of principal of or interest on, any debt security;
 
  •  reduce the principal amount of, or any premium or interest, on any debt security;
 
  •  reduce the amount of principal of an original issue discount security payable upon acceleration of the maturity thereof;

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  •  adversely affect any right of repayment at the option of the holder of any security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation of the holder or modify the payment terms of any sinking fund or similar obligation;
 
  •  make any debt securities payable in money other than that stated in such debt security;
 
  •  impair the right to commence suit for the enforcement of any payment on or after the stated maturity thereof with respect to any debt security;
 
  •  reduce the percentage in principal amount of outstanding debt securities of any series, the consent of the holders of which is required for modification or amendment of the indenture or for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults; or
 
  •  change or amend certain other provisions with respect to debt securities of that series.
      Without the consent of any holder of outstanding debt securities, WCI Communities, Inc., any guarantor, and the applicable trustee may amend or supplement the indentures and each series of debt securities to cure any ambiguity, defect or inconsistency, to provide for uncertificated debt securities in addition to or in place of certificated debt securities, to provide for the assumption of WCI Communities, Inc.’s or a guarantor’s obligations to holders of the debt securities in the case of a merger or consolidation or sale of all or substantially all of WCI Communities, Inc.’s assets or to make any change that would provide any additional rights or benefits to the holders of debt securities or that does not adversely affect the legal rights of any holder of debt securities, including adding guarantees.
      The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of (or premium, if any) or interest on any debt security of that series or in respect of a provision which under such indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of that series.
Satisfaction and Discharge of Indenture; Defeasance
      Unless otherwise specified in the applicable prospectus supplement, the applicable indenture with respect to the debt securities of any series may be discharged, subject to the terms and conditions as specified in the applicable prospectus supplement when:
  •  all debt securities, with the exceptions provided for in the applicable indenture, of that series have been delivered to the trustee for cancellation;
 
  •  all debt securities of that series not theretofore delivered to the trustee for cancellation:
 
  •  have become due and payable;
 
  •  will become due and payable at their stated maturity within one year; or
 
  •  are to be called for redemption within one year; or
 
  •  certain events or conditions occur as specified in the applicable prospectus supplement.
      Unless otherwise specified in the prospectus supplement, we can terminate certain of our obligations under the indenture with respect to the debt securities of any series, other than the obligation to pay interest on, premium, if any, and the principal of the debt securities of such series and certain other obligations, known as “covenant defeasance”, at any time by:
  •  depositing money or U.S. government obligations with the trustee in an amount sufficient to pay the principal of and interest on the debt securities of such series to their maturity; and
 
  •  complying with certain other conditions, including delivery to the trustee of an opinion of counsel to the effect that holders of debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance.

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      In addition, unless otherwise specified in the prospectus supplement, we can terminate all of our obligations under the indenture with respect to the debt securities of any series, other than certain specific obligations, which will be set forth in the applicable prospectus supplement, known as “legal defeasance”, at any time by:
  •  depositing money or U.S. government obligations with the trustee in an amount sufficient to pay the principal of and interest on the debt securities of such series to their maturity; and
 
  •  complying with certain other conditions, including delivery to the trustee of an opinion of counsel stating that there has been a change in the federal tax law since the date of the indenture to the effect that holders of debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance or the delivery to the trustee of a ruling or other formal statement or action by the Internal Revenue Service to the same effect.
Guarantees
      Unless otherwise set forth in the applicable prospectus supplement, the debt securities will not be guaranteed. If any debt securities are guaranteed, payment of the principal of, premium, if any, and interest on such securities will be fully and unconditionally guaranteed, jointly and severally, by one or more of our present or future subsidiaries. The guarantors, if any, will be identified in the applicable prospectus supplement. The guarantees will be made on a senior, senior subordinated or subordinated basis corresponding to the relative ranking of the underlying debt securities.
      The obligations of each guarantor under its guarantee will be limited so as not to constitute a fraudulent conveyance under applicable U.S. Federal or state laws. Each guarantor that makes a payment or distribution under its guarantee will be entitled to a contribution from any other guarantor in a pro rata amount based on the net assets of each guarantor determined in accordance with generally accepted accounting principles.
      A guarantee issued by any guarantor will be automatically and unconditionally released and discharged upon any sale, exchange or transfer to any person that is not one of our affiliates of all of our capital stock in, or all or substantially all the assets of, such guarantor.
Trustee
      We will appoint a trustee to serve under each indenture. The applicable trustee may perform certain services for and transact other banking business with WCI Communities, Inc. or, if applicable, any guarantor from time to time in the ordinary course of business.

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DESCRIPTION OF CAPITAL STOCK
      This section explains the provisions of the capital stock that we may offer and sell by this prospectus. The particular terms of the capital stock offered, including any changes from these terms, will be described in a prospectus supplement relating to such capital stock.
General
      Our authorized capital stock consists of 100,000,000 shares of common stock, $.01 par value per share, 100,000,000 shares of series common stock, $.01 par value per share, and 100,000,000 shares of preferred stock, $.01 par value per share.
      As of March 31, 2005, our outstanding capital stock consisted of 45,196,211 shares of common stock. In addition, as of March 31, 2005 we had outstanding $125 million of 4% contingent convertible senior subordinated notes due 2023, convertible into shares of our common stock. As of March 31, 2005, (1) we had no other shares of any class or series issued and outstanding and (2) we had no outstanding warrants or rights. In addition,
  •  5,145,573 shares of common stock were reserved for issuance upon the exercise of stock options and restricted stock grants that were granted or reserved to be granted under the 1998 Stock Purchase and Option Plan for Key Employees; and
 
  •  147,876 shares of common stock were reserved for issuance upon the exercise of stock options granted or to be granted under the Non-Employee Directors’ Stock Incentive Plan.
      The common stock has one vote per share. All outstanding shares of the common stock are validly issued, fully paid and nonassessable.
      The following description of the material terms of our capital stock is subject to our restated certificate of incorporation and second amended and restated bylaws, which are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and the provisions of applicable Delaware law.
Common Stock
Dividends
      Each share of common stock will be entitled to receive dividends if, as and when declared by the board of directors out of funds legally available for that purpose, subject to preferences that may apply to any preferred stock that we may issue in the future. We do not expect to pay any dividends on our common stock for the foreseeable future.
Voting Rights
      Each share of common stock will be entitled to one vote. Except as noted above, and except as provided under the Delaware General Corporation Law, the holders of shares of common stock vote together as a single class on all matters on which stockholders are permitted or entitled to vote, including the election of directors.
Liquidation Rights
      In the event of our dissolution or liquidation, after satisfaction of all our debts and liabilities and distributions to the holders of any preferred stock that we may issue in the future, if any, of amounts to which they are preferentially entitled, holders of common stock will be entitled to share ratably with holders of common stock in the distribution of assets to the stockholders.

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Other provisions
      There are no cumulative, subscription or preemptive rights to subscribe for any additional securities which we may issue, and there will be no redemption provisions, conversion provisions or sinking fund provisions applicable to the common stock.
Election of directors
      The election of the directors of WCI Communities, Inc. will be determined by a plurality of the votes cast in person or by proxy at the general meeting at which the directors are elected. Stockholders of WCI Communities, Inc. will not have cumulative voting rights. Accordingly, the holders of a majority of the voting rights attaching to our common stock will, as a practical matter, be entitled to control the election of all directors.
Listing
      Our common stock is listed on the New York Stock Exchange under the symbol “WCI.”
Transfer Agent and Registrar
      Computershare Investor Services, LLC is the transfer agent and registrar for our common stock in the United States.
Preferred Stock
      Authorized shares of our preferred stock may be issued at the discretion of our board of directors without any further action by the shareholders, except as required by applicable law or regulation. Our board of directors is authorized, from time to time, to divide the preferred stock into classes or series, to designate each class or series and to determine for each class or series its respective rights and preferences, including, without limitation, any of the following:
  •  the rate of dividends and whether dividends will be cumulative or have a preference over the common stock in right of payment;
 
  •  the terms and conditions upon which shares may be redeemed and the redemption price;
 
  •  sinking fund provisions for the redemption of shares;
 
  •  the amount payable in respect of each share upon a voluntary or involuntary liquidation of us;
 
  •  the terms and conditions upon which shares may be converted into other securities of ours, including common stock;
 
  •  limitations and restrictions on payment of dividends or other distributions on, or redemptions of, other classes of our capital stock junior to that series, including the common stock;
 
  •  conditions and restrictions on the incurrence of certain indebtedness or issuance of other senior classes of capital stock;
 
  •  the terms on which shares may be redeemed, if any; and
 
  •  voting rights.
      Any series or class of preferred stock could, as determined by our board of directors at the time of issuance, rank senior to our common stock with respect to dividends, voting rights, redemption and liquidation rights. The preferred stock authorized is of the type commonly known as blank-check preferred stock.
      We currently have no outstanding preferred stock.

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Ranking
      Each new series of preferred stock will rank equally with each other series of preferred stock and prior to our common stock regarding the distribution of dividends or disposition of other assets, unless otherwise specified in the applicable prospectus supplement.
Dividends
      Holders of each new series of preferred stock will be entitled to receive cash dividends, if declared by the board of directors out of funds legally available for cash dividends or dividends in additional shares of preferred stock as set forth in the applicable prospectus supplement. For each series, we will specify in the applicable prospectus supplement:
  •  the dividend rates;
 
  •  whether the rates will be fixed or variable or both;
 
  •  whether dividends are payable in additional preferred stock or cash;
 
  •  the dates of distribution of the dividends; and
 
  •  whether the dividends on any series of preferred stock will be cumulative or non-cumulative.
      We will pay dividends to holders of record of preferred stock as they appear on our records, on the record dates fixed by the board of directors.
      We cannot declare or pay full dividends on funds set apart for the payment of dividends on any series of preferred stock unless dividends have been paid or set apart for payment on a proportionate basis with other equity securities which rank equally with the preferred stock regarding the distribution of dividends. If we do not pay full dividends on all equity securities which rank equally, then each series of preferred stock will share dividends in proportion with our other equity securities that rank equally with that series.
Conversion and Exchange
      The prospectus supplement for any new series of preferred stock will state the terms and other provisions, if any, on which shares of the new series of preferred stock are convertible into shares of our common stock or debt securities or exchangeable for securities of a third party.
Redemption
      We will specify in the prospectus supplement applicable to each new series of preferred stock:
  •  whether the preferred stock will be redeemable at any time, in whole or in part, at our option or the holder of the preferred stock;
 
  •  whether the preferred stock will be subject to mandatory redemption pursuant to a sinking fund or on other terms; and
 
  •  the redemption prices.
      In the event that preferred stock is partially redeemed, the shares to be redeemed will be determined by lot, on a proportionate basis or any other method determined to be equitable by the board of directors.
      Dividends will cease to accrue on shares of preferred stock called for redemption, and all rights of holders of redeemed shares will terminate, on and after a redemption date, except for the right to receive the redemption price, unless we default in the payment of the redemption price.

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Liquidation Preference
      Upon our voluntary or involuntary liquidation, dissolution or winding up, holders of each series of preferred stock will be entitled to receive:
  •  distributions upon liquidation in the amount set forth in the applicable prospectus supplement; plus
 
  •  any accrued and unpaid dividends.
      These payments will be made to holders of preferred stock out of our assets available for distribution to shareholders before any distribution is made on any securities ranking junior to the preferred stock regarding liquidation rights.
      In the event that holders of preferred stock are not paid in full upon a liquidation, dissolution or winding up, then these holders will share, on a proportionate basis, any future distribution of our assets with holders of our other securities that rank equally with them.
      After payment of the full amount of the liquidation preference to which they are entitled, the holders of each series of preferred stock will not be entitled to any further participation in any distribution of our assets.
Voting Rights
      The holders of shares of preferred stock will have no voting rights except as indicated in the certificate of designations relating to the series, the applicable prospectus supplement or as required by applicable law.
Transfer Agent and Registrar
      We will specify each of the transfer agent, registrar, dividend disbursing agent and redemption agent for shares of each new series of preferred stock in the applicable prospectus supplement.
Reservation of Common Stock
      We will reserve the full number of shares of our common stock issuable on conversion of the preferred stock out of the total of our authorized but unissued shares of common stock to permit the conversion of the preferred stock into shares of common stock.
Registration Rights
      After our initial public offering, certain executive officers, directors and institutional holders were entitled to various rights with respect to the registration of such shares under the Securities Act pursuant to a registration rights agreement entered into in connection with such public offering. Under the terms of this agreement, if we propose to register any of our securities under the Securities Act, either for our own account or for the account of other security holders exercising registration rights, the holders of our common stock who are parties to our registration rights agreement are entitled to notice of the registrations and are entitled, subject to limitations, to include shares in the registration. Citicorp Venture Capital, Kamehameha Activities Association and the John D. and Catherine F. MacArthur Foundation, together acting as a group, and the estates of Don Ackerman and Al Hoffman, acting individually, may require us to file a registration statement under the Securities Act with respect to their shares on one occasion each, and we have agreed to bear all registration expenses other than underwriters discounts and selling concessions incurred in connection with these requested registrations. In the demand registrations, we are required to use our reasonable best efforts to complete the registration. These rights are subject to conditions and limitations, among them, the right of the underwriters of an offering to limit the number of shares included in a registration.

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Anti-Takeover Measures
Delaware Law
      We are governed by the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
  •  prior to the business combination our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; or
 
  •  upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, such stockholder owned at least 85% of our outstanding voting stock at the time such transaction commenced, excluding for the purpose of determining the number of shares outstanding those shares owned:
  •  by our officers and directors; and
 
  •  by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
  •  at or subsequent to such time the business combination is approved by our board of directors and authorized at an annual or special meeting of our stockholders, and not by written consent, by the affirmative vote of at least 662/3% of our outstanding voting stock which is not owned by the interested stockholder.
      A “business combination” includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years did own) 15% or more of the corporation’s voting stock. The statute could have the effect of delaying, deferring or preventing a change in our control or reducing the price that some investors might be willing to pay in the future for our common stock.
Election and Removal of Directors
      Our restated certificate of incorporation provides for three classes of directors, as nearly equal in number as possible, with the directors in each class serving for a three-year term, and one class being elected each year by our stockholders. Directors may be removed only for cause and only by the affirmative vote of seventy-five percent in voting power voting as a single class of all of our shares entitled to vote generally in the election of directors. In addition, the authorized number of directors may be changed only by resolution of our board of directors and does not include a provision for cumulative voting for directors. These and other provisions contained in our restated certificate of incorporation and second amended and restated by-laws could delay or discourage certain types of transactions involving an actual or potential change in control of us or our management (including transactions in which stockholders might otherwise receive a premium for their shares over then current prices) and may limit the ability of stockholders to remove current management or approved transactions that stockholders may deem to be in their best interests.
Stockholder Meetings and Written Consent
      Our restated certificate of incorporation provides that any action required or permitted to be taken to our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing. In addition, special meetings of the stockholders can only be called by our chief executive officer, the president or the majority of our board of directors.

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Stockholder Nominations and Proposals
      Our second amended and restated by-laws provides that a stockholder may nominate one or more persons for election as directors or may bring other business at an annual meeting only if the stockholder has given written notice, either by personal delivery or certified mail, to our corporate secretary not less than 90 days and not more than 120 days before the first anniversary of the preceding year’s annual meeting. Each notice must contain:
  •  as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to the nominee required by the proxy rules under the Securities Exchange Act of 1934, as amended, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected;
 
  •  as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting business at the meeting and any material interest in such business of the stockholder and the beneficial owner, if any, on whose behalf the proposal is made;
 
  •  the name and address of the stockholder or beneficial owner, if any, on whose behalf the proposal is made, as they appear on WCI Communities, Inc.’s stock transfer books;
 
  •  the class, series and number of WCI Communities, Inc. shares which are owned beneficially and of record by such stockholder and such beneficial owner, if any; and
 
  •  if the stockholder intends to solicit proxies in support of such stockholder’s proposal, a representation to that effect.
      Business brought before an annual meeting without complying with these provisions will not be transacted.
Liability of Officers and Directors
      Our restated certificate of incorporation provides that no director will be personally liable for violations of the director’s fiduciary duty, except:
  •  for any breach of the director’s duty of loyalty to the corporation or its stockholders;
 
  •  for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
 
  •  for liability of directors for unlawful payment of dividends or unlawful stock purchase or redemptions; or
 
  •  for any transaction from which a director derived an improper personal benefit.
      Our restated certificate of incorporation provides that WCI Communities, Inc. shall indemnify any officer or director to the full extent permitted under Delaware law. We have been informed that in the opinion of the Securities and Exchange Commission, indemnification for liabilities under the Securities Act of 1933 is against public policy and is unenforceable.

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PLAN OF DISTRIBUTION
      We may sell the debt securities, the preferred stock or the common stock in any of the following ways:
  •  to or through underwriters;
 
  •  through dealers or agents;
 
  •  directly to a limited number of institutional purchasers or to a single purchaser; or
 
  •  through a combination of any of these methods of sale.
      The prospectus supplement for the securities we sell will describe that offering, including:
  •  the name or names of any underwriters, managing underwriters, dealers or agents;
 
  •  the purchase price and the proceeds to us from that sale;
 
  •  any delayed delivery arrangements;
 
  •  any underwriting discounts, commissions or agents’ fees and other items constituting underwriters’ or agents’ compensation;
 
  •  any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; and
 
  •  any additional securities exchanges on which the securities may be listed.
Underwriters
      If underwriters are used in the sale we will execute an underwriting agreement with those underwriters relating to the securities that we will offer. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase these securities will be subject to conditions. The underwriters will be obligated to purchase all of these securities if any are purchased.
      The securities subject to the underwriting agreement will be acquired by the underwriters for their own account and may be resold by them from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may be deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from the purchasers of these securities for whom they may act as agent. Underwriters may sell these securities to or through dealers. These dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
      We also may sell the securities in connection with a remarketing upon their purchase, in connection with a redemption or repayment, by a remarketing firm acting as principal for its own account or as our agent. Remarketing firms may be deemed to be underwriters in connection with the securities that they remarket.
      We may authorize underwriters to solicit offers by institutions to purchase the securities subject to the underwriting agreement from us at the public offering price stated in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. If we sell securities pursuant to these delayed delivery contracts, the prospectus supplement will state that as well as the conditions to which these delayed delivery contracts will be subject and the commissions payable for that solicitation.
      The applicable prospectus supplement will set forth whether or not underwriters may over-allot or effect transactions that stabilize, maintain or otherwise affect the market price of the securities at levels above those that might otherwise prevail in the open market, including, for example, by entering stabilizing

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bids, effecting syndicate covering transactions or imposing penalty bids. Underwriters are not required to engage in any of these activities, or to continue such activities if commenced.
      Any underwritten offering in which members of the NASD act as underwriters will be made in compliance with NASD Conduct Rules 2710 (Corporate Financing Rule) and 2720 (Distribution of Securities of Members and Affiliates). Pursuant to such rules, underwriting compensation, as defined in the applicable NASD Conduct Rules, will not exceed 8% in connection with any such offering.
Dealers and Agents
      If dealers are utilized in the sale of offered securities, we will sell such offered securities to the dealers as principals. The dealers may then resell such offered securities to the public at varying prices to be determined by such dealers at the time of resale. The names of the dealers and the terms of the transaction will be set forth in the prospectus supplement.
      We may also sell any of the securities through agents designated by us from time to time. We will name any agent involved in the offer or sale of these securities and will list commissions payable by us to these agents in the prospectus supplement. These agents will be acting on a best efforts basis to solicit purchases for the period of its appointment, unless we state otherwise in the prospectus supplement. Any such dealer or agent may be deemed an underwriter as that term is defined in the Securities Act of 1933, as amended.
Direct Sales
      We may sell any of the securities directly to purchasers. In this case, we will not engage underwriters or agents in the offer and sale of these securities.
Indemnification
      We may indemnify underwriters, dealers or agents who participate in the distribution of securities against certain liabilities, including liabilities under the Securities Act of 1933 and agree to contribute to payments which these underwriters, dealers or agents may be required to make.
No Assurance of Liquidity
      The securities offered hereby may be a new issue of securities with no established trading market. Any underwriters that purchase securities from us may make a market in these securities. The underwriters will not be obligated, however, to make such a market and may discontinue market-making at any time without notice to holders of the securities. We cannot assure you that there will be liquidity in the trading market for any securities of any series.

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LEGAL MATTERS
      The validity of the securities to be sold hereunder will be passed upon on our behalf by Simpson Thacher & Bartlett LLP, New York, New York. Any underwriters, dealers or agents may be advised about other issues relating to any offering by their own legal counsel.
EXPERTS
      The financial statements and management’s assessment of the effectiveness of internal controlover financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Current Report on Form 8-Kdated May 11, 2005 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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WCI COMMUNITIES, INC.
$1,000,000,000
Debt Securities
Preferred Stock
Common Stock
 
PROSPECTUS
 
 
 

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
      The following table sets forth the fees and expenses payable in connection with the sale of the securities being registered, other than underwriting discounts and commissions, if any, payable by the registrant in connection with the issuance and distribution of the securities being registered. All of the amounts shown are estimates, except the SEC registration fee.
           
SEC registration fee
   $ 117,700.00  
Accountants’ fees and expenses
   $ 25,000.00  
Legal fees and expenses
   $ 150,000.00  
Blue sky fees and expenses
   $ 15,000.00  
Trustee Fees and Expenses
   $ 25,000.00  
Printing and Delivery Expenses
   $ 40,000.00  
Miscellaneous Expenses
   $ 27,300.00  
       
 
Total
   $ 400,000.00  
Item 15. Indemnification of Directors and Officers.
      (a) WCI Communities, Inc., Bay Colony-Gateway, Inc., Pelican Landing Golf Resort Ventures, Inc., First Fidelity Title, Inc., Sun City Center Golf Properties, Inc., Watermark Realty, Inc., WCI Mid-Atlantic U.S. Region, Inc., WCI Towers Mid-Atlantic USA, Inc., WCI Towers Northeast USA, Inc. and Tiburon Golf Ventures, Inc.
      Section 145 of the Delaware General Corporation Law (the “DGCL”) permits the companies to indemnify their officers and directors against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action (except settlements or judgments in derivative suits), suit or proceeding in which such person is made a party by reason of his or her being or having been a director, officer, employee or agent of the company, in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”). The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders of disinterested directors, or otherwise.
      The certificate of incorporation and/or bylaws of each of the companies provides for the mandatory indemnification of their respective directors, officers, employees and other agents to the maximum extent permitted by the DGCL.
      As permitted by sections 102 and 145 of the DGCL, the certificate of incorporation of each of the companies eliminates a director’s personal liability for monetary damages to the company and its stockholders arising from a breach of a director’s fiduciary duty, other than for a breach of a director’s duty of loyalty or for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, and except as otherwise provided under the DGCL.
      The companies may purchase and maintain insurance on behalf of any director or officer of the company against any liability asserted against such person, whether or not the companies would have the power to indemnify such person against such liability under the provisions of the certificate of incorporation or otherwise. The companies have purchased and maintain insurance on behalf of their directors and officers.
      (b) Communities Finance Company, LLC, East Fishkill Development LLC, Hopewell Crossing Home & Land Company, LLC, Spectrum Lake Grove LLC, Spectrum Pocantico LLC, Spectrum Wilson

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Park, LLC, Spectrum Eastport, LLC, Spectrum East Fishkill, LLC, Spectrum Manhattan Woods, LLC and Lake Grove Home & Land Company, LLC.
      The limited liability companies are permitted by Section 18-108 of the Delaware Limited Liability Company Act, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his being or having been a director, officer, employee or agent of the respective limited liability company. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any agreement, vote of members or disinterested directors or otherwise.
      The respective limited liability company agreements of the limited liability companies listed above permit indemnification for any loss, damage, cost or expense by reason of any act or omission performed or omitted by a manager on behalf of the limited liability company and in a manner believed to be within the scope of his or her authority, subject to certain exceptions.
      Each limited liability company may purchase and maintain insurance on behalf of any director or officer of such limited liability company against any liability asserted against such person, whether or not such limited liability company would have the power to indemnify such person against such liability under the respective provisions of the limited liability company agreement or otherwise. Each limited liability company has purchased and maintains insurance on behalf of its directors and officers.
      (c) The Colony at Pelican Landing Golf Club, Inc., Community Specialized Services, Inc., Financial Resources Group, Inc., WCI Architecture & Land Planning, Inc., WCI Homes, Inc., Sarasota Tower, Inc., Florida National Properties, Inc., WCI Golf Group, Inc., JYC Holdings, Inc., Communities Home Builders, Inc., Florida Lifestyle Management Company, Marbella At Pelican Bay, Inc., Tarpon Cove Yacht & Racquet Club, Inc., Sun City Center Realty, Inc., Watermark Realty Referral, Inc., WCI Communities Property Management, Inc., Communities Amenities, Inc., Gateway Communications Services, Inc., WCI Realty, Inc., Bay Colony Realty Associates, Inc., Bay Colony of Naples, Inc., Coral Ridge Communities, Inc., Coral Ridge Properties, Inc., Coral Ridge Realty, Inc., Coral Ridge Realty Sales, Inc., Gateway Communities, Inc., Gateway Realty Sales, Inc., Heron Bay, Inc., Heron Bay Golf Course Properties, Inc., Pelican Bay Properties, Inc., Pelican Landing Communities, Inc., Pelican Landing Properties, Inc., Pelican Marsh Properties, Inc., Tarpon Cove Realty, Inc., WCI Capital Corporation, WCI Amenities, Inc, WCI Business Development, Inc., WCI Homebuilding, Inc., WCI Homebuilding Northeast, U.S., Inc., WCI Marketing, Inc., WCI Towers, Inc., Resort at Singer Island Properties, Inc. and Florida Design Communities, Inc.
      The companies have authority under Section 607.0850 of the Florida Business Corporation Act (the “FBCA”) to indemnify their directors and officers in connection with actions, suits and proceedings brought against them if the person acted in good faith and in a manner which the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal actions, had no reasonable cause to believe the person’s conduct was unlawful. Unless pursuant to a determination by a court, the determination of whether a director, officer or employee has acted in accordance with the applicable standard of conduct must be made by (i) a majority vote of directors who were not parties to the proceeding or a committee consisting solely of two or more directors not parties to the proceedings, (ii) independent legal counsel selected by a majority vote of the directors who were not parties to the proceeding or committee of directors (or selected by the full board if a quorum or committee cannot be obtained), or (iii) the affirmative vote of the majority of the company’s shareholders who were not parties to the proceeding.
      The FBCA further provides that the companies may make any other or further indemnity by resolution, bylaw, agreement, vote of shareholders or disinterested directors or otherwise, except with respect to certain enumerated acts or omissions of such persons. Florida law prohibits indemnification or advancement of expenses if a judgment or other final adjudication establishes that the actions of a director, officer or employee constitute (i) a violation of criminal law, unless the person had reasonable cause to

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believe his or her conduct was lawful, (ii) a transaction from which such person derived an improper personal benefit, (iii) willful misconduct or conscious disregard for the best interests of the corporation in the case of a derivative action by a shareholder, or (iv) in the case of a director, a circumstance under which a director would be liable for improper distributions under Section 607.0834 of the FBCA. The FBCA does not affect a director’s responsibilities under any other law, such as federal securities laws.
      The articles of incorporation and/or the by-laws of each of the companies provides that, to the fullest extent permitted by the FBCA, as amended from time to time, each company will indemnify any and all persons whom it has the power to indemnify from and against any and all of the expenses, liabilities or other matters referred to in the FBCA.
      The companies may purchase and maintain insurance on behalf of any director or officer of the company against any liability asserted against such person. The companies have purchased and maintain insurance on behalf of their directors and officers.
      (d) WCI Northeast U.S. Region, LLC, Spectrum Real Estate Development, LLC, Spectrum Long Beach, LLC, Spectrum Kensington LLC, Dix Hills Home & Land Company LLC, Mansion Ridge Home & Land Company LLC, Southbury Home & Land Company LLC, Spectrum Westport, LLC, Carpentry Management Associates, LLC, New Home & Land Company LLC and The Valimar Home & Land Company LLC.
      The limited liability companies are permitted by Section 420 of the New York Limited Liability Company Law, subject to the procedures and limitations stated therein, to indemnify and hold harmless, and advance expenses to, any member, manager or other person, from and against all claims and demands whatsoever; provided, however, that no indemnification may be made to or in behalf of any member, manager or other person if a judgment or other final adjudication adverse to such member, manager or other person establishes (i) that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or (ii) that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
      The respective limited liability company agreements of the limited liability companies listed above permit indemnification for any loss, damage, cost or expense by reason of any act or omission performed or omitted by a manager on behalf of the limited liability company and in a manner believed to be within the scope of his or her authority, subject to certain exceptions.
      Each limited liability company may purchase and maintain insurance on behalf of any director or officer of such limited liability company against any liability asserted against such person, whether or not such limited liability company would have the power to indemnify such person against such liability under the respective provisions of the limited liability company agreement or otherwise. Each limited liability company has purchased and maintains insurance on behalf of its directors and officers.
      (e) Spectrum FS Corp., Spectrum Customer Care, Inc., Spectrum Homes, Inc., Spectrum Brae Burn Corp., Spectrum Glen Cove Corp., Spectrum Half Moon, Corp., Spectrum Monroe Corp., GC Assets of Nassau, Inc., Spectrum Bellefair Corp., Spectrum Construction Corp., Spectrum Design Studio, Inc., Spectrum Holmdel Corp., Spectrum-Irvington Corp., Spectrum Valimar Corp., Spectrum Landing Corp. and Spectrum-Riverwoods Corp.
      The New York Business Corporation Law (“BCL”), Article 7, Sections 721-726 provide for the indemnification and advancement of expenses to officers and directors. Section 721 provides that indemnification and advancement pursuant to the BCL are not exclusive of any other rights an officer or director may be entitled to, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the director personally gained a financial profit or other advantage to which he or she was not legally entitled.

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      Section 722 of the BCL provides that a corporation may indemnify an officer or director, in the case of third party actions, against judgments, fines, amounts paid in settlement and reasonable expenses and, in the case of derivative actions, against amounts paid in settlement and reasonable expenses, provided that the director or officer acted in good faith, for a purpose which he or she reasonably believed to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe his conduct was unlawful. In addition, statutory indemnification may not be provided in derivative actions (i) which are settled or otherwise disposed of or (ii) in which the director or officer is adjudged liable to the corporation, unless and only to the extent a court determines that the person is fairly and reasonably entitled to indemnity.
      Section 723 of the BCL provides that statutory indemnification is mandatory where the director or officer has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding. Section 723 also provides that expenses of defending a civil or criminal action or proceeding may be advanced by the corporation upon receipt of an undertaking to repay them if and to the extent the recipient is ultimately found not to be entitled to indemnification. Section 725 provides for repayment of such expenses when the recipient is ultimately found not to be entitled to indemnification. Section 726 provides that a corporation may obtain indemnification insurance indemnifying itself and its directors and officers.
      The companies bylaws contains very broad indemnification provisions which permit the companies to avail themselves of the BCL to extend broad protection to their directors, officers and employees by way of indemnity and advancement of expenses. The bylaws set out the standard under which each of the respective companies will indemnify directors and officers, provides for reimbursement in such instances, for the advancement or reimbursement for expenses reasonably incurred in defending an action, and for the extension of indemnity to persons other than directors and officers.
      The companies may purchase and maintain insurance on behalf of any director or officer of the company against any liability asserted against such person. The companies have purchased and maintain insurance on behalf of their directors and officers.
      (f) Spectrum North Bergen LLC.
      Spectrum North Bergen LLC is permitted by Chapter 2B of the New Jersey Limited Liability Company Law, subject to such standards and restrictions, if any, as are set forth in its operating agreement, to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
      Spectrum North Bergen LLC’s limited liability company agreement permits indemnification for any loss, damage, cost or expense by reason of any act or omission performed or omitted by a manager on behalf of the limited liability company and in a manner believed to be within the scope of his or her authority, subject to certain exceptions.
      Spectrum North Bergen LLC may purchase and maintain insurance on behalf of any director or officer of Spectrum North Bergen LLC against any liability asserted against such person, whether or not Spectrum North Bergen LLC would have the power to indemnify such person against such liability under the respective provisions of the limited liability company agreement or otherwise. Spectrum North Bergen LLC has purchased and maintains insurance on behalf of its directors and officers.
      (g) Spectrum PDC Corp.
      Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of 1988 (the “PBCL” or “Pennsylvania Law”) contains provisions for mandatory and discretionary indemnification of a corporation’s directors, officers, employees and agents, and related matters, which are summarized below.
      Under Section 1741, subject to certain limitations, a corporation has the power to indemnify directors, officers and other parties under certain prescribed circumstances against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action or proceeding, whether civil, criminal, administrative or

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investigative, to which any of them is a party or threatened to be made a party by reason of his being a representative of the corporation or serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.
      Section 1742 provides for indemnification with respect to derivative actions similar to that provided by Section 1741. However, indemnification is not provided under Section 1742 in respect of any claim, issue or matter as to which a party has been adjudged to be liable to the corporation unless and only to the extent that the proper court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the party is fairly and reasonably entitled to indemnity for the expenses that the court deems proper.
      Section 1743 provides that indemnification against expenses is mandatory to the extent that a party has been successful on the merits or otherwise in defense of any such action or proceeding referred to in Section 1741 or 1742.
      Section 1744 provides that unless ordered by a court, any indemnification under Section 1741 or 1742 shall be made by the corporation as authorized in the specific case upon a determination that indemnification of a party is proper because the party met the applicable standard of conduct, and such determination will be made by (i) the board of directors by a majority vote of a quorum of directors not parties to the action or proceeding; (ii) if a quorum is not obtainable or if obtainable and a majority of disinterested directors so directs, by independent legal counsel in a written opinion; or (iii) by the shareholders.
      Section 1745 provides that expenses incurred by a parties in defending any action or proceeding referred to in Subchapter D of Chapter 17 of the PBCL may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the party to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.
      Section 1746 provides generally that except in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness, the indemnification and advancement of expenses provided by Subchapter D of Chapter 17 of the PBCL shall not be deemed exclusive of any other rights to which a Representative seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office.
      Spectrum PDC Corp.’s bylaws contain very broad indemnification provisions that permit Spectrum PDC Corp. to avail itself of the PBCL to extend broad protection to its directors, officers and employees by way of indemnity and advancement of expenses. The bylaws set out the standard under which Spectrum PDC Corp. will indemnify directors and officers, provide for reimbursement in such instances, for the advancement or reimbursement for expenses reasonably incurred in defending an action, and for the extension of indemnity to persons other than directors and officers.
      Spectrum PDC Corp. may purchase and maintain insurance on behalf of any director or officer of the company against any liability asserted against such person. Spectrum PDC Corp. has purchased and maintains insurance on behalf of its directors and officers.
      (h) Renaissance Housing Corp. and Renaissance at South River Inc.
      Under Section 2-418(b) of the Maryland General Corporation Law (“MGCL”), companies may indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (i) the act or omission of the director or officer was material to the matter giving rise to the

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proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty; (ii) the director or officer actually received an improper personal benefit in money, property, or services; or (iii) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, a company may not, under the MGCL, indemnify a director in respect of any proceeding in which the director shall have been adjudged to be liable to the company or in respect of any proceeding charging improper personal benefit in which the director was adjudged to be liable on the basis that personal benefit was improperly received.
      Unless limited by charter, under Section 2-418(d) of the MGCL, a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding shall be indemnified against reasonable expenses icurred by the director or officer in connection with the proceeding. In addition, the MGCL allows the company to advance reasonable expenses to a director or officer upon the company’s receipt of (i) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the company, and (ii) a written undertaking by or on his or her behalf to repay the amount paid or reimbursed by the company if it shall ultimately be determined that the standard of conduct was not met. The MGCL further provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under the charter, by-laws, resolutions of stockholders or directors, any agreement or otherwise.
      As permitted by Section 2-418 of the MGCL, the certificate of incorporation of each of the companies eliminates a director’s personal liability for monetary damages to the company and its stockholders unless the liability arises from an act or omission as set forth above. The companies may purchase and maintain insurance on behalf of any director or officer of the company against any liability asserted against such person, whether or not the companies would have the power to indemnify such person against such liability under the provisions of the certificate of incorporation or otherwise. The companies have purchased and maintain insurance on behalf of their directors and officers.
      (i) Fair Oaks Parkway, LLC; Hunting Ridge II, LLC; Hunting Ridge III, LLC; Poplar Tree LLC; Renaissance at Beacon Hill, LLC; Renaissance at Beacon Hill II, LLC; Renaissance at Bellview Road, LLC; Renaissance at the Bridges of Oakton, LLC; Renaissance at Bridges of Oakton II, LLC; Renaissance at Cardinal Forest, LLC; Renaissance Centro Arlington LLC, Renaissance Centro Columbia LLC; Renaissance at Custom Communities, LLC; Renaissance Customs, 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 Land, LLC; Renaissance at Oak Creek Club, LLC; Renaissance at Oakton Glen, LLC; Renaissance at Occoquan Walk, LLC; Renaissance at River Creek Towns, LLC; Renaissance at River Creek II, LLC; Renaissance at Rugby Road, LLC; Renaissance at Rugby Road II, LLC; Renaissance at The Oaks, LLC; Renaissance at Timberlake, LLC; Renaissance at Timberlake II, LLC; Reston Building Company, LLC; RMH, LLC and Woodland Properties, LLC.
      Under Section 13.1-1009 of the Virginia Limited Liability Company Act (“VLLCA”), a limited liability company has the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in the articles of organization of operating agreement of the limited liability company. Under Section 13.1-1025 of the VLLCA, a Virginia limited liability company generally is authorized to limit the liability of its members and manager if specified in writing in its articles of organization or operating agreement, except that the liability of such members or managers shall not be limited if such persons engage in willful misconduct or a knowing violation of the criminal law.
      The respective operating agreements of the limited liability companies contain very broad indemnification provisions that permit the limited liability companies to avail themselves of the VLLCA to extend broad protection to its members or managers by way of indemnity. The limited liability companies may purchase and maintain insurance on behalf of any member or manager or other person against any

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liability asserted against such person. The limited liability companies have purchased and maintain insurance on behalf of its members and managers.
      (j) Renaissance at River Creek, Inc.; Renaissance at River Creek Villas, Inc.; Renaissance at Roseland, Inc. and Renaissance Holdings Corp.
      Under Sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation Act (the “VSCA”), a corporation may indemnify an officer or director, among others, made a party to a proceeding because he is or was an officer or director of the corporation against judgments, settlements penalties, fines, including any excise tax assessed with respect to any employee benefit plan or reasonable expenses incurred in connection with any proceeding if the director (i) conducted himself in good faith and (ii) believed his conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. However, the corporation may not, under the VSCA, indemnify a director in respect of any proceeding in which the director shall have been adjudged to be liable to the corporation or in connection with any proceeding charging improper personal benefit to the director in which the director was adjudged to be liable on the basis that personal benefit was improperly received by him.
      Unless limited by its articles of incorporation, under Section 13.1-698 of the VSCA, a director or officer who entirely prevails in the defense of any proceeding shall be indemnified against reasonable expenses incurred by the director or officer in connection with the proceeding. In addition, the VSCA allows the corporation to advance reasonable expenses to a director or officer if the director or officer furnishes (i) a written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation, (ii) a written undertaking by or on his behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met and (iii) a determination is made that the facts then known to those making the determination would not preclude indemnification under the provisions of the VSCA or otherwise.
      The VSCA further provides that a corporation shall have the power to make any further indemnity and to make additional provision for advances and reimbursement of expenses to any director or officer, among others, under the articles, any by-law, a resolution of stockholders or directors, an agreement or otherwise, except any indemnity against such director or officer’s (i) willful misconduct or (ii) knowing violation of the criminal law.
      As permitted by the VSCA, the certificate of incorporation of each of the companies eliminates a director’s personal liability for monetary damages to the corporation and its stockholders unless the liability arises from an act or omission as set forth above. The companies may purchase and maintain insurance on behalf of any director or officer, among others, of the corporation against any liability asserted against or incurred by such person, whether or not the corporations would have the power to indemnify such person against such liability under the provisions of the VSCA or otherwise. The companies have purchased and maintain insurance on behalf of their directors and officers.
Item 16. Exhibits
      (a) Exhibits
         
Exhibit    
Number   Description
     
  1     Form of Underwriting Agreement*
 
  4 .1   Form of Senior Note Indenture***
 
  4 .2   Form of Senior Subordinated Note Indenture***
 
  4 .3   Form of Subordinated Note Indenture***
 
  4 .4   Form of Specimen Certificate for Registrant’s Common Stock(1)
 
  4 .5   Form of Specimen Certificate for Registrant’s Preferred Stock and Form of Certificate of Designations for Preferred Stock*

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Exhibit    
Number   Description
     
 
  4 .6   Form of Senior Note*
 
  4 .7   Form of Senior Subordinated Note*
 
  4 .8   Form of Subordinated Note*
 
  5     Opinion of Simpson Thacher & Bartlett LLP as to the legality of the securities being registered***
 
  12 .1   Statement re Computation of Ratios***
 
  23 .1   Consent of Simpson Thacher & Bartlett LLP (contained in Exhibit 5)***
 
  23 .2   Consent of PricewaterhouseCoopers LLP***
 
  24 .1   Power of Attorney (contained on signature page)***
 
  25 .1   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the trustee**
 
  * To be filed by a current report on Form 8-K and incorporated herein by reference
  ** To be Filed by Amendment
*** Filed herewith
  (1)  Incorporated by reference to exhibit 4.4 filed with WCI Communities, Inc’s Registration Statement on Form S-1 (Registration No. 333-69048).
Item 17. Undertakings
      The undersigned registrants hereby undertake:
        (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
        (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
        (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
        (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, That paragraphs 1(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
        (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
        (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by the director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
      The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of the registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant issuer has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI COMMUNITIES, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Communities, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Alfred Hoffman, Jr.
 
Alfred Hoffman, Jr. 		   Chairman of the Board and Director
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   President, Chief Executive Officer and Director
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Senior Vice President and Chief Financial Officer
(principal financial officer)
 
/s/ Scott A. Perry
 
Scott A. Perry		   Chief Accounting Officer
(principal accounting officer)

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Signature   Title
     
 
/s/ Don E. Ackerman
 
Don E. Ackerman		   Director
 
/s/ John H. Dasburg
 
John H. Dasburg		   Director
 
/s/ Hilliard M. Eure, III
 
Hilliard M. Eure, III		   Director
 
/s/ F. Philip Handy
 
F. Philip Handy		   Director
 
/s/ Lawrence L. Landry
 
Lawrence L. Landry		   Director
 
/s/ Thomas F. McWilliams
 
Thomas F. McWilliams		   Director
 
/s/ Kathleen M. Shanahan
 
Kathleen M. Shanahan		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  BAY COLONY OF NAPLES, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Bay Colony of Naples, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Christopher J. Hanlon
 
Christopher J. Hanlon		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President, Treasurer
(principal financial officer/principal accounting officer)
 
/s/ Vivien N. Hastings
 
Vivien N. Hastings		   Secretary and Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  BAY COLONY REALTY ASSOCIATES, INC.
  GATEWAY REALTY SALES, INC.
  PELICAN BAY PROPERTIES, INC.
  PELICAN MARSH PROPERTIES, INC.
  TARPON COVE REALTY, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of each of Bay Colony Realty Associates, Inc., Gateway Realty Sales, Inc., Pelican Bay Properties, Inc., Pelican Marsh Properties, Inc. and Tarpon Cove Realty, Inc. (each, the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Wanda Z. Cross
 
Wanda Z. Cross		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President, Treasurer and Director
(principal financial officer/principal accounting officer)
 
/s/ Vivien N. Hastings
 
Vivien N. Hastings		   Secretary and Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  BAY COLONY-GATEWAY, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Bay Colony-Gateway, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   President and Director
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Senior Vice President, Chief Financial Officer and Director
(principal financial officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal accounting officer)
 
/s/ Michael R. Greenberg
 
Michael R. Greenberg		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  DIX HILLS HOME & LAND COMPANY LLC
  SOUTHBURY HOME & LAND COMPANY LLC
  CARPENTRY MANAGEMENT ASSOCIATES, LLC
  MANSION RIDGE HOME & LAND COMPANY LLC
  SPECTRUM WESTPORT, LLC
 
  By: SPECTRUM HOMES, INC. as sole Member
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Dix Hills Home & Land Company LLC, Southbury Home & Land Company LLC, Carpentry Management Associates, LLC, Mansion Ridge Home & Land Company LLC and Spectrum Westport, LLC. (each, the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

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      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Mitchell C. Hochberg
 
Mitchell C. Hochberg		   President and Director
(principal executive officer)
 
/s/ Andrew N. Stark
 
Andrew N. Stark		   Vice President and Director
(principal financial officer)
 
/s/ James P. Hussey
 
James P. Hussey		   Secretary, Treasurer and Director
(principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  COMMUNITIES AMENITIES, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Communities Amenities, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ David L. Fry
 
David L. Fry		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer and principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  COMMUNITIES FINANCE COMPANY, LLC
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Communities Finance Company, LLC (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ James P. Dietz
 
James P. Dietz		   President and Manager
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal accounting officer/principal financial officer)
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Manager

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  COMMUNITIES HOME BUILDERS, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Communities Home Builders, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Timothy Oak
 
Timothy Oak		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/ principal accounting officer)
 
/s/ Michael R. Greenberg
 
Michael R. Greenberg		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  COMMUNITY SPECIALIZED SERVICES, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Community Specialized Services, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Donald Rugh
 
Donald Rugh		   President
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer/)
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director
 
/s/ James P. Dietz
 
James P. Dietz		   Director
 
/s/ Timothy Oak
 
Timothy Oak		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  CORAL RIDGE COMMUNITIES, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Coral Ridge Communities, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Albert F. Moscato, Jr.
 
Albert F. Moscato, Jr. 		   President
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/ principal accounting officer)
 
/s/ Paul Angelo
 
Paul Angelo		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  CORAL RIDGE PROPERTIES, INC.
  CORAL RIDGE REALTY SALES, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of each Coral Ridge Properties, Inc. and of Coral Ridge Realty Sales, Inc. (each, the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Albert F. Moscato, Jr.
 
Albert F. Moscato, Jr. 		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/ principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  CORAL RIDGE REALTY, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Coral Ridge Realty, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Mark Smietana, Sr.
 
Mark Smietana, Sr. 		   President and Director
(principal executive officer)
 
/s/ Albert F. Moscato, Jr.
 
Albert F. Moscato, Jr. 		   Vice President and Director
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  RENAISSANCE AT RIVER CREEK, INC.
  RENAISSANCE AT ROSELAND, INC.
  RENAISSANCE AT RIVER CREEK VILLAS, INC.
  RENAISSANCE HOLDINGS CORP.
  RENAISSANCE HOUSING CORP.
  RENAISSANCE AT SOUTH RIVER, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Renaissance at River Creek, Inc., Renaissance at Roseland, Inc., Renaissance at River Creek Villas, Inc., Renaissance Holdings Corp., Renaissance Housing Corp. and Renaissance at South River, Inc., (each, the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  FAIR OAKS PARKWAY, LLC
  HUNTING RIDGE II, LLC
  HUNTING RIDGE III, LLC
  POPLAR TREE, LLC
  RENAISSANCE AT BEACON HILL, LLC
  RENAISSANCE AT BEACON HILL II, LLC
  RENAISSANCE AT BELLVIEW ROAD, LLC
  RENAISSANCE AT THE BRIDGES OF OAKTON, LLC
  RENAISSANCE AT BRIDGES OF OAKTON II, LLC
  RENAISSANCE AT CARDINAL FOREST, LLC
  RENAISSANCE CENTRO ARLINGTON LLC
  RENAISSANCE CENTRO COLUMBIA LLC
  RENAISSANCE CUSTOM COMMUNITIES, LLC
  RENAISSANCE CUSTOMS, 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 LAND, LLC
  RENAISSANCE AT OAK CREEK CLUB, LLC
  RENAISSANCE AT OAKTON GLEN, LLC
  RENAISSANCE AT OCCOQUAN WALK, LLC
  RENAISSANCE AT RIVER CREEK TOWNS, LLC
  RENAISSANCE AT RIVER CREEK II, LLC
  RENAISSANCE AT RUGBY ROAD, LLC
  RENAISSANCE AT RUGBY ROAD II, LLC
  RENAISSANCE AT THE OAKS, LLC
  RENAISSANCE AT TIMBERLAKE, LLC
  RENAISSANCE AT TIMBERLAKE II, LLC
  RESTON BUILDING COMPANY, LLC
  RMH, LLC
  WOODLAND PROPERTIES, LLC

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  By:  WCI MID-ATLANTIC U.S. REGION, INC., as Sole Guarantor
 
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Fair Oaks Parkway, LLC, Hunting Ridge II, LLC, Hunting Ridge III, LLC, Poplar Tree, LLC, Renaissance at Beacon Hill, LLC, Renaissance at Beacon Hill II, LLC, Renaissance at Bellview Road, LLC, Renaissance at the Bridges of Oakton, LLC, Renaissance at Bridges of Oakton II, LLC, Renaissance at Cardinal Forest, LLC, Renaissance Centro Arlington LLC, Renaissance Centro Columbia LLC, Renaissance Custom Communities, LLC, Renaissance Customs, 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 Land, LLC, Renaissance at Oak Creek Club, LLC, Renaissance at Oakton Glen, LLC, Renaissance at Occoquan Walk, LLC, Renaissance at River Creek Towns, LLC, Renaissance at River Creek II, LLC, Renaissance at Rugby Road, LLC, Renaissance at Rugby Road II, LLC, Renaissance at The Oaks, LLC, Renaissance at Timberlake, LLC, Renaissance at Timberlake II, LLC, Woodland Properties, LLC, Reston Building Company, LLC and RMH, LLC (each, the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Albert H. Small, Jr.
 
Albert H. Small, Jr. 		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)

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Signature   Title
     
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director
 
/s/ James P. Dietz
 
James P. Dietz		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  FIRST FIDELITY TITLE, INC.
  FINANCIAL RESOURCES GROUP, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of First Fidelity Title, Inc. and Financial Resources Group, Inc., (each, the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Michael R. Greenberg
 
Michael R. Greenberg		   President and Director
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Vice President, Treasurer and Director
(principal financial officer/principal accounting officer)
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  Florida Design Communities, Inc.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Florida Design Communities, Inc., (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Wanda Z. Cross
 
Wanda Z. Cross		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)
 
/s/ Vivien N. Hastings
 
Vivien N. Hastings		   Secretary and Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  Florida Lifestyle Management Company
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Florida Lifestyle Management Company, (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Charles E. Brasington
 
Charles E. Brasington		   President and Director
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Senior Vice President, Treasurer and Director
(principal financial officer/principal accounting officer)
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  Florida National Properties, Inc.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Florida National Properties, Inc., (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Albert F. Moscato, Jr.
 
Albert F. Moscato, Jr. 		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)
 
/s/ David R. Dyess
 
David R. Dyess		   Vice President, Secretary and Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  GATEWAY COMMUNICATIONS
SERVICES, INC.
  GATEWAY COMMUNITIES, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Gateway Communications Services, Inc. and Gateway Communities, Inc., (each, the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Robert Gislason
 
Robert Gislason		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)
 
/s/ Vivien N. Hastings
 
Vivien N. Hastings		   Vice President, Secretary and Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  GC Assets of Nassau, Inc.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of GC Assets of Nassau, Inc., (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Mitchell C. Hochberg
 
Mitchell C. Hochberg		   President and Director
(principal executive officer)
 
/s/ James P. Hussey
 
James P. Hussey		   Secretary, Treasurer and Director
(principal financial officer)
 
/s/ Andrew N. Stark
 
Andrew N. Stark		   Vice President and Director
(principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  CORAL RIDGE PROPERTIES, INC.
  CORAL RIDGE REALTY SALES, INC.
  HERON BAY GOLF COURSE
PROPERTIES, INC.
  HERON BAY, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Coral Ridge Properties, Inc., Coral Ridge Realty Sales, Inc., Heron Bay Golf Course Properties, Inc. and Heron Bay, Inc., (each, the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Albert F. Moscato, Jr.
 
Albert F. Moscato, Jr. 		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  Hopewell Crossing Home & Land Company, LLC.
  By:  WCI Northeast U.S. Region, LLC
  (Formerly known as WCI/ Spectrum
  Communities, LLC), as sole member
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Hopewell Crossing Home & Land Company, LLC, (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Mitchell C. Hochberg
 
Mitchell C. Hochberg		   President and Chief Executive Officer
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Senior Vice President, Chief Financial Officer and Manager
(principal financial officer)

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Signature   Title
     
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President, Treasurer and Chief Accounting Officer
(principal accounting officer)
 
/s/ Vivien N. Hastings
 
Vivien N. Hastings		   Senior Vice President, Secretary and Manager
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Manager

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  JYC Holdings, Inc.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of JYC Holdings, Inc., (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Christopher J. Hanlon
 
Christopher J. Hanlon		   President and Director
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Vice President, Treasurer and Director
(principal financial officer/principal accounting officer)
 
/s/ Stefan O. Johansson
 
Stefan O. Johansson		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  East Fishkill Development LLC
  Lake Grove Home & Land Company, LLC
  New Home & Land Company, LLC
  Spectrum East Fishkill, LLC
  Spectrum Eastport, LLC
  Spectrum Kensington LLC
  Spectrum Lake Grove LLC
  Spectrum Long Beach, LLC
  Spectrum Manhattan Woods, LLC
  Spectrum North Bergen LLC
  Spectrum Pocantico, LLC
 
  By: Spectrum Real Estate Development, LLC, as sole member
 
  By: Spectrum Homes, Inc., as sole member
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of East Fishkill Development LLC, Lake Grove Home & Land Company, LLC, New Home & Land Company, LLC, Spectrum East Fishkill, LLC, Spectrum Eastport, LLC, Spectrum Kensington LLC, Spectrum Lake Grove LLC, Spectrum Long Beach, LLC, Spectrum Manhattan Woods, LLC, Spectrum North Bergen LLC and Spectrum Pocantico, LLC, (each the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such

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Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Mitchell C. Hochberg
 
Mitchell C. Hochberg		   President and Director
(principal executive officer)
 
/s/ Andrew N. Stark
 
Andrew N. Stark		   Vice President and Director
(principal financial officer)
 
/s/ James P. Hussey
 
James P. Hussey		   Secretary, Treasurer and Director
(principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  Marbella at Pelican Bay, Inc.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Marbella at Pelican Bay, Inc., (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Christopher J. Hanlon
 
Christopher J. Hanlon		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)
 
/s/ Stefan O. Johansson
 
Stefan O. Johansson		   Director
 
/s/ Craig J. Klingensmith
 
Craig J. Klingensmith		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  Pelican Landing Communities, Inc.
  Pelican Landing Properties, Inc.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Pelican Landing Communities, Inc. and Pelican Landing Properties, Inc., (each, the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Christopher J. Hanlon
 
Christopher J. Hanlon		   President and Director
(principal executive officer)
 
/s/ Marcienne Tiebout-Touron
 
Marcienne Tiebout-Touron		   Treasurer
(principal financial officer/principal accounting officer)
 
/s/ Andrew Hjortaas
 
Andrew Hjortaas		   Director
 
/s/ Stefan O. Johansson
 
Stefan O. Johansson		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  Pelican Landing Golf Resort Ventures, Inc.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Pelican Landing Golf Resort Ventures, Inc., (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ David L. Fry
 
David L. Fry		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President, Treasurer
(principal financial officer/principal accounting officer
 
/s/ Edward D’Alessandro
 
Edward D’Alessandro		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  Resort at Singer Island Properties, Inc.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Resort at Singer Island Properties, Inc., (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Christopher J. Hanlon
 
Christopher J. Hanlon		   President
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Vice President, Treasurer and Director
(principal financial officer/principal accounting officer)
 
/s/ Paul B. Drummond
 
Paul B. Drummond		   Vice President and Director
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  Sarasota Tower, Inc.
  By:  /s/ James P. Dietz
 
 
  Name:        James P. Dietz
  Title: Director
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Sarasota Tower, Inc., (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Christopher J. Hanlon
 
Christopher J. Hanlon		   President and Director
(principal executive officer)
 
/s/ Marcienne Tiebout-Touron
 
Marcienne Tiebout-Touron		   Treasurer
(principal financial officer/principal accounting officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Director
 
/s/ Stefan O. Johansson
 
Stefan O. Johansson		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  Spectrum Bellefair Corp.
  Spectrum Brae Burn Corp.
  Spectrum Construction Corp.
  Spectrum Customer Care, Inc.
  Spectrum Design Studio, Inc.
  Spectrum FS Corp.
  Spectrum Glen Cove Corp.
  Spectrum Half Moon, Corp.
  Spectrum Holmdel Corp.
  Spectrum Homes, Inc.
  Spectrum Landing Corp.
  Spectrum Monroe Corp.
  Spectrum PDC Corp.
  Spectrum-Riverwoods Corp.
  Spectrum Valimar Corp.
  Spectrum-Irvington Corp.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Spectrum Bellefair Corp., Spectrum Brae Burn Corp., Spectrum Construction Corp., Spectrum Customer Care, Inc., Spectrum Design Studio, Inc., Spectrum FS Corp., Spectrum Glen Cove Corp., Spectrum Homes, Inc. Spectrum Half Moon, Corp., Spectrum Holmdel Corp., Spectrum Landing Corp., Spectrum Monroe Corp., Spectrum PDC Corp., Spectrum-Riverwoods Corp., Spectrum Valimar Corp., Spectrum-Irvington Corp. (each, the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such

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Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Mitchell C. Hochberg
 
Mitchell C. Hochberg		   President and Director
(principal executive officer)
 
/s/ Andrew N. Stark
 
Andrew N. Stark		   Vice President and Director
(principal financial officer)
 
/s/ James P. Hussey
 
James P. Hussey		   Secretary, Treasurer and Director
(principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  Spectrum Real Estate Development, LLC, as sole member
 
  By: Spectrum Homes, Inc., as Sole Member
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Spectrum Real Estate Development LLC, (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Mitchell C. Hochberg
 
Mitchell C. Hochberg		   President and Director
(principal executive officer)
 
/s/ Andrew N. Stark
 
Andrew N. Stark		   Vice President and Director
(principal financial officer)
 
/s/ James P. Hussey
 
James P. Hussey		   Secretary, Treasurer and Director
(principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  Spectrum Wilson Park, LLC.
  By:  Spectrum Real Estate Development LLC, as Sole Member
  By: Spectrum Homes, Inc, as Sole Member
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Spectrum Wilson Park, LLC, (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Mitchell C. Hochberg
 
Mitchell C. Hochberg		   President and Director
(principal executive officer)
 
/s/ Andrew N. Stark
 
Andrew N. Stark		   Vice President and Director
(principal financial officer)
 
/s/ James P. Hussey
 
James P. Hussey		   Secretary, Treasurer and Director
(principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  Sun City Center Golf Properties, Inc.
  By:  /s/ James Cullen
 
 
  Name:        James Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Sun City Center Golf Properties, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ David L. Fry
 
David L. Fry		   President and Director
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Senior Vice President, Treasurer and Director
(principal financial officer/principal accounting officer)
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  SUN CITY CENTER REALTY, INC.
  By:  /s/ James Cullen
 
 
  Name:        James Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Sun City Center Realty, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Robert C. Beyer, Jr.
 
Robert C. Beyer, Jr. 		   President and Director
(principal executive officer)
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director
 
/s/ James P. Dietz
 
James P. Dietz		   Senior Vice President, Treasurer and Director
(principal financial officer/principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  TARPON COVE YACHT & RACQUET CLUB, INC.
  By:  /s/ James Cullen
 
 
  Name:        James Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Tarpon Cove Yacht & Racquet Club, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Richard G. Newman, Jr.
 
Richard G. Newman, Jr.		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)
 
/s/ Michael I. Hessel
 
Michael I. Hessel		   Vice President and Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  THE COLONY AT PELICAN LANDING GOLF CLUB, INC.
  By:  /s/ James Cullen
 
 
  Name:        James Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of The Colony at Pelican Landing Golf Club, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Stefan O. Johansson
 
Stefan O. Johansson		   Vice President and Director
(principal executive officer)
 
/s/ David L. Fry
 
David L. Fry		   Vice President and Director
 
/s/ Christopher J. Hanlon
 
Christopher J. Hanlon		   Vice President and Director
 
/s/ John J. Ferry, III
 
John J. Ferry, III		   Treasurer
(principal financial officer/principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  The Valimar Home & Land Company, LLC.
 
  By: Spectrum Valimar Corp. as Sole Member
  By:  /s/ James Cullen
 
 
  Name:        James Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of The Valimar Home & Land Company, LLC, (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Mitchell C. Hochberg
 
Mitchell C. Hochberg		   President and Director
(principal executive officer)
 
/s/ Andrew N. Stark
 
Andrew N. Stark		   Vice President and Director
(principal financial officer)
 
/s/ James P. Hussey
 
James P. Hussey		   Secretary, Treasurer, and Director
(principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  Tiburon Golf Ventures, Inc.
  By:  /s/ James Cullen
 
 
  Name:        James Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Tiburon Golf Ventures, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ David L. Fry
 
David L. Fry		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)
 
/s/ Michael R. Greenberg
 
Michael R. Greenberg		   Director
 
/s/ Christopher J. Hanlon
 
Christopher J. Hanlon		   Vice President and Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WATERMARK REALTY REFERRAL, INC.
  By:  /s/ James Cullen
 
 
  Name:        James Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Watermark Realty Referral, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ David L. Fry
 
David L. Fry		   President
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Senior Vice President, Treasurer and Director
(principal financial officer/principal accounting officer)
 
/s/ Michael R. Greenberg
 
Michael R. Greenberg		   Senior Vice President and Director
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WATERMARK REALTY, INC.
  By:  /s/ James Cullen
 
 
  Name:        James Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of Watermark Realty, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Reinaldo L. Mesa
 
Reinaldo L. Mesa		   President
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Senior Vice President, Treasurer and Director
(principal financial officer/principal accounting officer)
 
/s/ David L. Fry
 
David L. Fry		   Director
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI AMENITIES, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Amenities, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ David L. Fry
 
David L. Fry		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Vice President and Director
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI ARCHITECTURE & LAND PLANNING, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Architecture & Land Planning, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Michael R. Greenberg
 
Michael R. Greenberg		   President
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Treasurer and Director
(principal financial officer/principal accounting officer)
 
/s/ Keith M. Hurand
 
Keith M. Hurand		   Vice President and Director
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI BUSINESS DEVELOPMENT, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Business Development, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Albert F. Moscato, Jr.
 
Albert F. Moscato, Jr. 		   President and Director
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Senior Vice President and Director
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI CAPITAL CORPORATION
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Capital Corporation (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   President, Treasurer and Director
(principal financial officer and principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI COMMUNITIES PROPERTY MANAGEMENT, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Communities Property Management, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Charles E. Brasington
 
Charles E. Brasington		   President
(principal executive officer)
 
/s/ Michael R. Greenberg
 
Michael R. Greenberg		   Senior Vice President and Director
 
/s/ Sylvia Keith
 
Sylvia Keith		   Secretary and Director
 
/s/ Michael I. Hessel
 
Michael I. Hessel		   Vice President and Director
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI GOLF GROUP, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Golf Group, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ David L. Fry
 
David L. Fry		   President and Director
(principal executive officer)
 
/s/ John J. Ferry, III
 
John J. Ferry, III		   Vice President and Director
(principal financial officer/principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI HOMEBUILDING NORTHEAST, U.S., INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Homebuilding Northeast, U.S., Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Michael R. Greenberg
 
Michael R. Greenberg		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Director
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI HOMEBUILDING, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Homebuilding, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Michael R. Greenberg
 
Michael R. Greenberg		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Vice President and Director
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI HOMES, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Homes, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Timothy Oak
 
Timothy Oak		   President and Director
(principal executive officer)
 
/s/ Charles E. Brasington
 
Charles E. Brasington		   Treasurer
(principal financial officer/principal accounting officer)
 
/s/ Michael R. Greenberg
 
Michael R. Greenberg		   Director
 
/s/ David L. Fry
 
David L. Fry		   Vice President and Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI MARKETING, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Marketing, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ R. Michael Curtin
 
R. Michael Curtin		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Vice President and Director
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI MID-ATLANTIC U.S. REGION, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Mid-Atlantic U.S. Region, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Albert H. Small, Jr.
 
Albert H. Small, Jr. 		   President and Director
(principal executive officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director
 
/s/ James P. Dietz
 
James P. Dietz		   Director

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI NORTHEAST U.S. REGION, LLC
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Northeast U.S. Region, LLC, (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Mitchell C. Hochberg
 
Mitchell C. Hochberg		   President and Chief Executive Officer
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Senior Vice President, Chief Financial Officer and Manager
(principal financial officer)
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President, Treasurer and Chief Accounting Officer
(principal accounting officer)
 
/s/ Vivien N. Hastings
 
Vivien N. Hastings		   Senior Vice President, Secretary and Manager
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Manager

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI REALTY, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Realty, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ R. Michael Curtin
 
R. Michael Curtin		   President and Director
(principal executive officer)
 
/s/ Michael R. Greenberg
 
Michael R. Greenberg		   Senior Vice President and Director
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI TOWERS, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Towers, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Christopher J. Hanlon
 
Christopher J. Hanlon		   President and Director
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Vice President and Director
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI TOWERS MID-ATLANTIC USA, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Towers Mid-Atlantic USA, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Anthony F. Albanese
 
Anthony F. Albanese		   President
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Director
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director
 
/s/ Christopher J. Hanlon
 
Christopher J. Hanlon		   Director
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)

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SIGNATURES
      Pursuant to the requirements of the Securities Act, the registrant guarantor has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bonita Springs, state of Florida, on May 11, 2005.
  WCI TOWERS NORTHEAST USA, INC.
  By:  /s/ James D. Cullen
 
 
  Name:        James D. Cullen
  Title: Vice President and Assistant Secretary
POWER OF ATTORNEY
      Each of the undersigned, being an officer or director, or both, of WCI Towers Northeast USA, Inc. (the “Company”), in his or her capacity as set forth below, hereby constitutes and appoints, James P. Dietz, Vivien N. Hastings and James D. Cullen and each of them, his true and lawful attorney and agent, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Act of the securities registered under this Registration Statement (the “Securities”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission with respect to such Securities, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Act, and to any and all instruments or documents filed as part of or in connection with such registration statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
      Pursuant to the requirements of the Securities Act, this registration statement has been signed on May 11, 2005 by or on behalf of the following persons in the capacities indicated with the registrant.
         
Signature   Title
     
 
/s/ Craig J. Klingensmith
 
Craig J. Klingensmith		   President
(principal executive officer)
 
/s/ James P. Dietz
 
James P. Dietz		   Director
 
/s/ Jerry L. Starkey
 
Jerry L. Starkey		   Director
 
/s/ Christopher J. Hanlon
 
Christopher J. Hanlon		   Director
 
/s/ Ernest J. Scheidemann
 
Ernest J. Scheidemann		   Vice President and Treasurer
(principal financial officer/principal accounting officer)

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INDEX TO EXHIBITS
         
Exhibit    
Number   Description
     
  1     Form of Underwriting Agreement*
 
  4 .1   Form of Senior Note Indenture***
 
  4 .2   Form of Senior Subordinated Note Indenture***
 
  4 .3   Form of Subordinated Note Indenture***
 
  4 .4   Form of Specimen Certificate for Registrant’s Common Stock(1)
 
  4 .5   Form of Specimen Certificate for Registrant’s Preferred Stock and Form of Certificate of Designations for Preferred Stock*
 
  4 .6   Form of Senior Note*
 
  4 .7   Form of Senior Subordinated Note*
 
  4 .8   Form of Subordinated Note*
 
  5     Opinion of Simpson Thacher & Bartlett LLP as to the legality of the securities being registered***
 
  12 .1   Statement re Computation of Ratios***
 
  23 .1   Consent of Simpson Thacher & Bartlett LLP (contained in Exhibit 5)***
 
  23 .2   Consent of PricewaterhouseCoopers LLP***
 
  24 .1   Power of Attorney (contained on signature page)***
 
  25 .1   Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the trustee**
 
  *  To be filed by a current report on Form 8-K and incorporated herein by reference
 
 **  To be Filed by Amendment
 
***  Filed herewith
 
(1)   Incorporated by reference to exhibit 4.4 filed with WCI Communities, Inc’s Registration Statement on Form S-1 (Registration No. 333-69048)
EX-4.1 2 y08497exv4w1.txt FORM OF SENIOR NOTE INDENTURE EXHIBIT 4.1 ================================================================================ WCI COMMUNITIES, INC., Issuer and _______________________, Trustee ----------------------- Indenture Dated as of ___________ ----------------------- Senior Debt Securities ================================================================================ TABLE OF CONTENTS
PAGE ---- RECITALS OF THE ISSUER........................................................................................... 1 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION............................................. 1 SECTION 1.01. Definitions............................................................................. 1 SECTION 1.02. Compliance Certificates and Opinions.................................................... 9 SECTION 1.03. Form of Documents Delivered to Trustee.................................................. 9 SECTION 1.04. Acts of Holders......................................................................... 10 SECTION 1.05. Notices, etc. to Trustee and Issuer..................................................... 11 SECTION 1.06. Notice to Holders; Waiver............................................................... 11 SECTION 1.07. Conflict with Trust Indenture Act....................................................... 12 SECTION 1.08. Effect of Headings and Table of Contents................................................ 12 SECTION 1.09. Successors and Assigns.................................................................. 12 SECTION 1.10. Separability Clause..................................................................... 12 SECTION 1.11. Benefits of Indenture................................................................... 12 SECTION 1.12. Governing Law........................................................................... 12 SECTION 1.13. Legal Holidays.......................................................................... 12 SECTION 1.14. Waiver of Jury Trial.................................................................... 13 ARTICLE TWO SECURITY FORMS....................................................................................... 13 SECTION 2.01. Forms Generally......................................................................... 13 SECTION 2.02. Form of Trustee's Certificate of Authentication......................................... 13 SECTION 2.03. Securities in Global Form............................................................... 14 ARTICLE THREE THE SECURITIES..................................................................................... 14 SECTION 3.01. Amount Unlimited; Issuable in Series.................................................... 14 SECTION 3.02. Denominations........................................................................... 16
i
PAGE ---- SECTION 3.03. Execution, Authentication, Delivery and Dating.......................................... 16 SECTION 3.04. Temporary Securities.................................................................... 18 SECTION 3.05. Registration, Registration of Transfer and Exchange Global Securities Representing the Securities................................................................................. 18 SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities........................................ 21 SECTION 3.07. Payment of Interest; Interest Rights Preserved.......................................... 22 SECTION 3.08. Persons Deemed Owners................................................................... 23 SECTION 3.09. Cancellation............................................................................ 23 SECTION 3.10. Computation of Interest................................................................. 23 SECTION 3.11. CUSIP Numbers........................................................................... 24 ARTICLE FOUR [INTENTIONALLY OMITTED]............................................................................. 24 ARTICLE FIVE SATISFACTION AND DISCHARGE; DEFEASANCE.............................................................. 24 SECTION 5.01. Satisfaction and Discharge of Securities of any Series.................................. 24 SECTION 5.02. Option to Effect Legal Defeasance or Covenant Defeasance................................ 25 SECTION 5.03. Legal Defeasance and Discharge.......................................................... 25 SECTION 5.04. Covenant Defeasance..................................................................... 26 SECTION 5.05. Conditions to Legal or Covenant Defeasance.............................................. 26 SECTION 5.06. Survival of Certain Obligations......................................................... 28 SECTION 5.07. Application of Trust Money.............................................................. 28 SECTION 5.08. Repayment of Money Held by Paying Agent................................................. 28 SECTION 5.09. Reinstatement........................................................................... 29 ARTICLE SIX REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT.............................................. 30 SECTION 6.01. Events of Default....................................................................... 30 SECTION 6.02. Acceleration of Maturity; Rescission and Annulment...................................... 31
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PAGE ---- SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee......................... 32 SECTION 6.04. Trustee May File Proofs of Claim........................................................ 33 SECTION 6.05. Trustee May Enforce Claims without Possession of Securities............................. 33 SECTION 6.06. Application of Money Collected.......................................................... 34 SECTION 6.07. Limitation on Suits..................................................................... 34 SECTION 6.08. Unconditional Right of Holders to Receive Principal, Premium and Interest............... 35 SECTION 6.09. Restoration of Rights and Remedies...................................................... 35 SECTION 6.10. Rights and Remedies Cumulative.......................................................... 35 SECTION 6.11. Delay or Omission Not Waiver............................................................ 35 SECTION 6.12. Control by Holders...................................................................... 35 SECTION 6.13. Waiver of Past Defaults................................................................. 36 SECTION 6.14. Undertaking for Costs................................................................... 36 SECTION 6.15. Waiver of Stay or Extension Laws........................................................ 36 ARTICLE SEVEN THE TRUSTEE........................................................................................ 37 SECTION 7.01. Certain Duties and Responsibilities..................................................... 37 SECTION 7.02. Notice of Defaults...................................................................... 38 SECTION 7.03. Certain Rights of Trustee............................................................... 38 SECTION 7.04. Not Responsible for Recitals or Issuance of Securities.................................. 40 SECTION 7.05. May Hold Securities..................................................................... 40 SECTION 7.06. Money Held in Trust..................................................................... 40 SECTION 7.07. Compensation and Reimbursement.......................................................... 40 SECTION 7.08. Disqualification; Conflicting Interests................................................. 41 SECTION 7.09. Corporate Trustee Required; Eligibility................................................. 41 SECTION 7.10. Resignation and Removal; Appointment of Successor....................................... 42
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PAGE ---- SECTION 7.11. Acceptance of Appointment by Successor.................................................. 43 SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business............................. 44 SECTION 7.13. Preferential Collection of Claims Against Issuer........................................ 44 ARTICLE EIGHT HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER................................................... 44 SECTION 8.01. Issuer to Furnish Trustee Names and Addresses of Holders................................ 44 SECTION 8.02. Preservation of Information; Communications to Holders.................................. 45 SECTION 8.03. Reports by Trustee...................................................................... 45 ARTICLE NINE CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE................................................ 46 SECTION 9.01. Merger, Consolidation, etc. Only on Certain Terms....................................... 46 SECTION 9.02. Successor Corporation Substituted....................................................... 46 ARTICLE TEN SUPPLEMENTAL INDENTURES.............................................................................. 47 SECTION 10.01. Supplemental Indentures without Consent of Holders..................................... 47 SECTION 10.02. Supplemental Indentures with Consent of Holders........................................ 48 SECTION 10.03. Execution of Supplemental Indentures................................................... 49 SECTION 10.04. Effect of Supplemental Indentures...................................................... 49 SECTION 10.05. Conformity with Trust Indenture Act.................................................... 49 SECTION 10.06. Reference in Securities to Supplemental Indentures..................................... 49 SECTION 10.07. Notice of Supplemental Indenture....................................................... 49 ARTICLE ELEVEN COVENANTS......................................................................................... 50 SECTION 11.01. Payment of Principal, Premium and Interest............................................. 50 SECTION 11.02. Maintenance of Office or Agency........................................................ 50 SECTION 11.03. Money for Securities Payments to Be Held in Trust...................................... 50 SECTION 11.04. Corporate Existence.................................................................... 52 SECTION 11.05. Payment of Taxes and Other Claims...................................................... 52 SECTION 11.06. Maintenance of Properties.............................................................. 52
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PAGE ---- SECTION 11.07. Waiver of Certain Covenants............................................................ 52 SECTION 11.08. Statement by Officers as to Default.................................................... 52 SECTION 11.09. Reports by the Issuer.................................................................. 53 SECTION 11.10. Further Assurances..................................................................... 53 ARTICLE TWELVE REDEMPTION OF SECURITIES.......................................................................... 54 SECTION 12.01. Applicability of Article............................................................... 54 SECTION 12.02. Election to Redeem; Notice to Trustee.................................................. 54 SECTION 12.03. Selection by Trustee of Securities to Be Redeemed...................................... 54 SECTION 12.04. Notice of Redemption................................................................... 54 SECTION 12.05. Deposit of Redemption Price............................................................ 55 SECTION 12.06. Securities Payable on Redemption Date.................................................. 55 SECTION 12.07. Securities Redeemed in Part............................................................ 56 SECTION 12.08. Securities No Longer Outstanding After Notice to Trustee and Deposit of Cash........... 56 ARTICLE THIRTEEN SINKING FUNDS................................................................................... 56 SECTION 13.01. Applicability of Article............................................................... 56 SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities.................................. 57 SECTION 13.03. Redemption of Securities for Sinking Fund.............................................. 57 ARTICLE FOURTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS................................. 57 SECTION 14.01. Exemption from Individual Liability.................................................... 57 ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES................................................................ 58 SECTION 15.01. Purposes of Meetings................................................................... 58 SECTION 15.02. Call of Meetings by Trustee............................................................ 58 SECTION 15.03. Call of Meetings by Issuer or Holders.................................................. 59 SECTION 15.04. Qualification for Voting............................................................... 59
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PAGE ---- SECTION 15.05. Quorum; Adjourned Meetings............................................................. 59 SECTION 15.06. Regulations............................................................................ 60 SECTION 15.07. Voting Procedure....................................................................... 60 SECTION 15.08. Written Consent in Lieu of Meetings.................................................... 61 SECTION 15.09. No Delay of Rights by Meeting.......................................................... 61 ARTICLE SIXTEEN MISCELLANEOUS.................................................................................... 61 SECTION 16.01. Counterparts........................................................................... 61
vi Reconciliation and Tie between Indenture, dated as of _______________ and Trust Indenture Act of 1939, as amended
Trust Indenture Indenture Act Section Section - --------------- --------- 310(a)(1).................................................................. 7.09 (a)(2).................................................................. 7.09 (a)(3).................................................................. Not applicable (a)(4).................................................................. Not applicable (a)(5).................................................................. 7.09 (b)..................................................................... 7.08, 7.10 311(a)..................................................................... 7.13 (b)..................................................................... 7.13 (c)..................................................................... Not applicable 312(a)..................................................................... 8.01, 8.02(a) (b)..................................................................... 8.02(b) (c)..................................................................... 8.02(c) 313(a)..................................................................... 8.03 (b)(1).................................................................. Not applicable (b)(2).................................................................. 8.03 (c)..................................................................... 8.03 (d)..................................................................... 8.03 314(a)..................................................................... 11.09 (a)(4).................................................................. 11.08 (b)..................................................................... Not applicable (c)(1).................................................................. 1.02 (c)(2).................................................................. 1.02 (c)(3).................................................................. Not applicable (d)..................................................................... Not applicable (e)..................................................................... 1.02 315(a)..................................................................... 7.01(a) (b)..................................................................... 7.02 (c)..................................................................... 7.01(b) (d)(1).................................................................. 7.01(a) (d)(2).................................................................. 7.01(c) (d)(3).................................................................. 7.01(c) (e)..................................................................... 6.14 316(a)(1)(A)............................................................... 6.12 (a)(1)(B)............................................................... 6.13 (a)(2).................................................................. Not applicable (b)..................................................................... 6.08 (c)..................................................................... 1.04(e)
317(a)(1).................................................................. 6.03 (a)(2).................................................................. 6.04 (b)..................................................................... 11.03 318(a)..................................................................... 1.07
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture. INDENTURE, dated as of __________, between WCI COMMUNITIES, INC., a Delaware corporation, as issuer (the "Issuer"), and __________________, a [___________] banking corporation, as trustee (the "Trustee"). RECITALS OF THE ISSUER The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its secured or unsecured senior debentures, notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as in this Indenture provided. All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (b) all other terms used herein which are defined in the Trust Indenture Act or by Commission rule under the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; and (d) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. "Act" when used with respect to any Holder, has the meaning specified in Section 1.04. 2 "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. "Authorized Newspaper" shall mean a newspaper of general circulation in the Borough of Manhattan, The City of New York, and customarily published on each Business Day, currently expected to be The Wall Street Journal (National Edition). Where successive publications are required to be made in an Authorized Newspaper, the successive publications may be made in the same or different newspapers meeting the foregoing requirements and in each case on any Business Day. "Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978 as amended, or any similar United States federal or state law relating to relief of debtors or any amendment to, succession to or change in any such law. "Board of Directors" means either the board of directors of the Issuer or any committee of that board duly authorized to act hereunder. "Board Resolution" means a copy of a resolution or resolutions certified by the Secretary or an Assistant Secretary of the Issuer to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. "Business Day" when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law to close. "Capital Stock" means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) 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. "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. "CDD Obligations" means any direct obligations of the Issuer or any Subsidiary to repay or guarantee shortfalls in payments of bond financing issued by community development districts and local government districts to construct infrastructure improvements, to 3 the extent that such obligation is reflected as an obligation of the consolidated balance sheet of the Issuer and its Subsidiaries in accordance with GAAP. "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Corporate Trust Office" means the principal office of the Trustee in New York, New York at which at any particular time its corporate trust business shall be administered. "corporation" includes corporations, associations, companies and business trusts. "Covenant Defeasance" has the meaning specified in Section 5.04. "Custodian" means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law. "Defaulted Interest" has the meaning specified in Section 3.07. "Depositary" has the meaning specified in Section 3.01. "Dollar" or "$" means a dollar or other equivalent unit in such coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts. "Event of Default" has the meaning specified in Section 6.01. "Exchange Act" has the meaning specified in Section 3.05. "Fair Market Value" means, with respect to any property or assets, the fair market value thereof, as established by a responsible officer of the Issuer. "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 are in effect on the date of this Indenture. "Global Security" has the meaning specified in Section 2.03. "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. 4 "Guarantor" means each Subsidiary of the Issuer added as a guarantor with respect to a particular series of Securities pursuant to Section 3.01, 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 Security is registered in the Security Register. "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 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 that 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 instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the form and terms of particular series of Securities established as contemplated by Section 3.01. "interest" when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. "Interest Payment Date" when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 5 "Issuer" means WCI Communities, Inc., a Delaware corporation, until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter "Issuer" shall mean such successor Person. "Issuer Request" or "Issuer Order" means a written request or order signed in the name of the Issuer by its Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer, any Assistant Treasurer, Controller, Secretary or any Vice-President, and delivered to the Trustee. "Legal Defeasance" has the meaning specified in Section 5.03. "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). "Maturity" when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. "Notice of Default" has the meaning specified in Section 6.01. "obligation" means any principal, premium, interest (including interest accruing subsequent to a bankruptcy or other similar proceeding whether or not such interest is an allowed claim enforceable against the Issuer in a bankruptcy case under Federal Bankruptcy Law), penalties, fees, indemnifications, reimbursements, damages and other liabilities payable pursuant to the terms of the documentation governing any Indebtedness. "Officers' Certificate" means a certificate signed by 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 the Issuer or any Guarantor, as applicable, and delivered to the Trustee. "Opinion of Counsel" means a written opinion of counsel, who may be an employee of or counsel to the Issuer or any Subsidiary of the Issuer. "Original Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02. "Outstanding" when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 6 (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (ii) Securities or portions thereof for whose payment or redemption money or, as provided in Section 5.05 hereof, U.S. Government Obligations, in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or, except for purposes of Section 5.01, set aside and segregated in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and (iii) Securities which have been delivered pursuant to Section 3.09 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Issuer; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or whether a quorum is present at a meeting of Holders of Securities, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to Section 6.02 and (ii) Securities owned by the Issuer or any other obligor upon the Securities or any Affiliate of the Issuer or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, or upon such determination as to the presence of a quorum, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any Affiliate of the Issuer or of such other obligor. "Paying Agent" means any Person authorized by the Issuer to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Issuer. "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. "Place of Payment" when used with respect to the Securities of any series, means the place or places where the principal of (and premium, if any) and interest on the Securities of that series are payable as specified in Section 3.01. 7 "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. "principal" of a debt security, including any Security, on any day and for any purpose means the amount (including, without limitation, in the case of an Original Issue Discount Security, any accrued original issue discount, but excluding interest) that is payable with respect to such debt security as of such date and for such purpose (including, without limitation, in connection with any sinking fund, upon any redemption at the option of the Issuer upon any purchase or exchange at the option of the Issuer or the holder of such debt security and upon any acceleration of the maturity of such debt security). "principal amount" of a debt security, including any Security, means the principal amount as set forth on the face of such debt security. "Redemption Date" when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price" when used with respect to any Security to be redeemed, means the price (exclusive of accrued interest, if any) at which it is to be redeemed pursuant to this Indenture. "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series, means the date specified for that purpose as contemplated by Section 3.01. "Responsible Officer" when used with respect to the Trustee, means any vice president, any assistant vice president, any senior trust officer, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. "Security Register" and "Security Registrar" have the respective meanings specified in Section 3.05. "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 of 1933, as amended, as such regulation is in effect on the date hereof except that the standard of significance will be 20% instead of 10%. 8 "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07. "Stated Maturity" when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. "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). "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, and as in force at the date as of which this instrument was executed, except as provided in Section 10.05; provided, however, that in the event the Trust Indenture Act is amended after such date, "Trust Indenture Act" means, with respect to the Securities of any series issued after such date, the Trust Indenture Act of 1939 as so amended. "U.S. Government Obligations" means securities that are (i) direct obligations of the United States of America for payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof, and will also include a depository receipt issued by a bank or trust issuer as custodian with respect to any such U.S. Government Obligation or a specified payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt. 9 "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. SECTION 1.02. Compliance Certificates and Opinions. Upon any application or request by the Issuer to the Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent (including any covenant compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than annual certificates provided pursuant to Section 11.08) shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) 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; (3) a statement that, in the opinion of each such individual, he 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 complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. SECTION 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or Opinion of Counsel, or representations by counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel or representation by counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or 10 representations by, an officer or officers of the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. SECTION 1.04. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing or by the record of the Holders voting in favor thereof at any meeting of such Holders duly called and held in accordance with the provisions of Article Fifteen; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or any such record is delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments or such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments or voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 15.07 and the record so proved shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof, or may be proved in such other manner as shall be deemed sufficient by the Trustee. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The ownership of Securities shall be proved by the Security Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Security. 11 (e) The Issuer or the Trustee, as applicable, may set a date for the purpose of determining the Holders of Securities entitled to consent, vote or take any other action referred to in this Section 1.04, which date shall be not less than 10 days nor more than 60 days prior to the taking of the consent, vote or other action. SECTION 1.05. Notices, etc. to Trustee and Issuer. Any request, demand, authorization, direction, notice, consent, waiver or Act of the Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office and, unless otherwise herein expressly provided, any such document shall be deemed to be sufficiently made, given, furnished or filed upon its receipt by a Responsible Officer of the Trustee, or (2) the Issuer by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Issuer addressed to it at: 24301 Walden Center Drive Bonita Springs, Florida 34134 or at any other address or addresses previously furnished in writing to the Trustee by the Issuer. SECTION 1.06. Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 12 SECTION 1.07. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of Section 318(c), such imposed duties shall control. SECTION 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 1.09. Successors and Assigns. All covenants and agreements in this Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not. SECTION 1.10. Separability Clause. In case any provision in this Indenture or in the Securities 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. SECTION 1.11. Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 1.12. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SECTION 1.13. Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of principal of (and premium, if any) or interest, if any, on such Security need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no additional interest shall accrue with respect to the payment due on such date for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 13 SECTION 1.14. Waiver of Jury Trial. Each of the Issuer, the Guarantors, if any, and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this agreement, the Securities or the transactions contemplated hereby. ARTICLE TWO SECURITY FORMS SECTION 2.01. Forms Generally. The Securities of each series shall be in substantially the form established from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of such Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 3.03 for the authentication and delivery of such Securities. Any such Board Resolution or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board Resolution. The Trustee's certificate of authentication shall be in substantially the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. SECTION 2.02. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication on all Securities shall be in substantially the following form: This is one of the Securities of the series designated therein issued under the within-mentioned Indenture. Dated: _______________________________, as Trustee By _____________________________________ 14 Authorized Signatory SECTION 2.03. Securities in Global Form. If any Security of a series is issuable in global form (a "Global Security"), such Global Security may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee and in such manner as shall be specified in such Global Security. Any instructions by the Issuer with respect to a Global Security, after its initial issuance, shall be in writing but need not comply with Section 1.02. Global Securities may be issued in either temporary or permanent form. Permanent Global Securities will be issued in definitive form. ARTICLE THREE THE SECURITIES SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate, of the Issuer or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, (1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities); (2) the aggregate principal amount of the Securities of such series and any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other securities of the series pursuant to Section 3.04, 3.05, 3.06, 10.06 or 12.07); (3) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable or the method of determination thereof; (4) the rate or rates (which may be fixed or variable), or the method of determination thereof, at which the Securities of the series shall bear interest, if any, including the rate of interest applicable on overdue payments of principal or interest, if different from the rate of interest stated in the title of the Security, the date or dates from which such interest shall accrue or the method of determination thereof, the Interest 15 Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on any Interest Payment Date; (5) the Paying Agent or Paying Agents for the Securities of the series if other than the Trustee; (6) the Place of Payment of the Securities of the series; (7) if other than Dollars, the foreign currency or currencies in which Securities of the series shall be denominated or in which payment of the principal of (and premium, if any) or interest on Securities of the series may be made, and the particular provisions applicable thereto and, if applicable, the amount of the Securities of the series which entitles the Holder of a Security of the series or its proxy to one vote for purposes of Section 15.06; (8) the right, if any, of the Issuer to redeem the Securities of such series and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Issuer; (9) the obligation, if any, of the Issuer to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; (11) whether the Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the depositary (the "Depositary") for such Global Security or Securities; and the manner in which and the circumstances under which Global Securities representing Securities of the series may be exchanged for Securities in definitive form, if other than, or in addition to, the manner and circumstances specified in Section 3.05(b); (12) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 6.02; (13) if the provisions of Section 5.02 of this Indenture are to apply to the Securities of the series, a statement indicating the same; (14) any deletions from or modifications of or additions to any definitions, covenants, Events of Default set forth in Section 6.01 or any terms pertaining to the Securities of the series; 16 (15) whether payment of any amount due under such Securities will be guaranteed by one or more guarantors, including Subsidiaries of the Issuer; (16) whether the Securities will be secured; (17) the form of the Securities of the series; and (18) any other terms of a particular series and any other provisions expressing or referring to the terms and conditions upon which the Securities of that series are to be issued, which terms and provisions are not in conflict with the provisions of this Indenture or do not adversely affect the rights of Holders of any other series of Securities then Outstanding); provided, however, that the addition to or subtraction from or variation of Articles Five, Six, Nine, Ten, Eleven, Twelve and Thirteen (and Section 1.01 insofar as it relates to the definition of certain terms as used in such Articles) with regard to the Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers' Certificate or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series without the consent of the Holders thereof. The Securities of all series shall rank on a parity in right of payment. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. SECTION 3.02. Denominations. The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. SECTION 3.03. Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Issuer by an officer of the Issuer. The signature of any such officer on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of an individual who was at any time an officer of the Issuer shall bind such Person notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Securities or did not hold such office at the date of issuance of such Securities. 17 At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Issuer Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner's interest in such permanent Global Security. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon the documents specified in Section 314 of the Trust Indenture Act, and, in addition: (1) a Board Resolution relating thereto, and if applicable, an appropriate record of any action taken pursuant to such Board Resolution, certified by the Secretary or Assistant Secretary of the Issuer, if applicable; (2) an executed supplemental indenture, if any; and (3) an Opinion of Counsel which shall state; (A) that the form and terms of such Securities have been established by or pursuant to Board Resolutions, by a supplemental indenture or by both such resolution or resolutions and such supplemental indenture in conformity with the provisions of this Indenture; (B) that the supplemental indenture, if any, when executed and delivered by the Issuer and the Trustee, will constitute a valid and legally binding obligation of the Issuer; and (C) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles, and will be entitled to the benefits of this Indenture. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution and the Officers' Certificate otherwise required pursuant to Section 18 3.01 or the Board Resolution and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. SECTION 3.04. Temporary Securities. Pending the preparation of definitive Securities of any series, the Issuer may execute, and upon Issuer Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, reproduced or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. If temporary Securities of any series are issued, the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. SECTION 3.05. Registration, Registration of Transfer and Exchange Global Securities Representing the Securities. (a) The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuer in a Place of Payment being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or 19 more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and Stated Maturity. Except as otherwise provided in this Article Three, at the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of an equal aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuer evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing with such signature guaranteed by a commercial bank reasonably acceptable to the Trustee or by a member of a national securities exchange. No service charge shall be made for any registration of transfer or exchange of Securities, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 10.06 or 12.07 not involving any transfer. The Issuer shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 12.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange of any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. (b) If the Issuer shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with Section 3.03 and the Issuer Order with respect to such series, authenticate and deliver one or more Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) unless otherwise provided for pursuant to Section 3.01, the Securities of such series shall be delivered by the Trustee or delivered or held pursuant to such Depositary's instruction, and (iv) shall bear a legend substantially to the following effect: 20 "This Security 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 and until this Security is exchanged in whole or in part for Securities in definitive form." Each Depositary designated pursuant to Section 3.01 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable statute or regulation. If at any time the Depositary for the Securities of a series notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for Securities of a series shall no longer be a clearing agency registered and in good standing under the Exchange Act or other applicable statute or regulation (as required by this Section 3.05), the Issuer shall appoint a successor Depositary eligible under this Section 3.05 with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. If the Securities of any series shall have been issued in the form of one or more Global Securities and if an Event of Default with respect to the Securities of such series shall have occurred and be continuing, the Issuer may, and upon the request of the Trustee shall, promptly execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute and the Trustee shall authenticate and deliver, without charge: 21 (i) to each Person specified by the Depositary a new Security or Securities of the same series, of any authorized denomination as requested by such Person in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (ii) to the Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to holders thereof. Upon the exchange of a Global Security for Securities in definitive form, such Global Security shall be cancelled by the Trustee. Securities issued in exchange for a Global Security pursuant to this subsection (b) shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Issuer and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer or the Trustee that such Security has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. 22 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. SECTION 3.07. Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. At the option of the Issuer, interest on the Securities of any series that bear interest may be paid by mailing a check to the address of the Person entitled thereto as such address shall appear in the Security Register. Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date ("Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in clause (1) or (2) below: (1) The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). 23 (2) The Issuer may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section 3.07, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. SECTION 3.08. Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.07) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Issuer, the Trustee or any agent of the Issuer or the Trustee shall be affected by notice to the contrary. SECTION 3.09. Cancellation. All Securities surrendered for payment, redemption, conversion, registration of transfer or exchange or for credit against any sinking fund payment or analogous obligation shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and promptly shall be cancelled by it and, if surrendered to the Trustee, shall be promptly cancelled by it. The Issuer may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Securities so delivered promptly shall be cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with the Trustee's customary procedures unless directed by an Issuer Order. The acquisition of any Securities by the Issuer shall not operate as a redemption or satisfaction of the Indebtedness represented thereby unless and until such Securities are surrendered to the Trustee for cancellation. Permanent Global Securities shall not be destroyed until exchanged in full for definitive Securities or until payment thereon is made in full. SECTION 3.10. Computation of Interest. Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a year of twelve 30-day months. 24 SECTION 3.11. CUSIP Numbers. The Issuer in issuing the Securities 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 Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee of any change in the "CUSIP" numbers. ARTICLE FOUR [INTENTIONALLY OMITTED] ARTICLE FIVE SATISFACTION AND DISCHARGE; DEFEASANCE SECTION 5.01. Satisfaction and Discharge of Securities of any Series. The Issuer shall be deemed to have satisfied and discharged the entire indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtedness, when (a) either (1) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, mutilated, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.03) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, 25 and the Issuer, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (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 Issuer or any Guarantor is a party or by which the Issuer is bound (c) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder and under the Securities; and (d) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire Indebtedness on all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a)(2) of this Section, the obligations of the Trustee under Sections 5.07 and 5.08 and the last paragraph of Section 11.03 shall survive such satisfaction and discharge. SECTION 5.02. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at the option of its Board of Directors evidenced by a supplemental indenture or, at any time, by a Board Resolution set forth in an Officers' Certificate with respect to the Securities of any series, unless otherwise specified pursuant to Section 3.01 with respect to a particular series of Securities, elect to have either Section 5.03 or 5.04 be applied to all of the Outstanding Securities of that series upon compliance with the conditions set forth below in this Article Five. SECTION 5.03. Legal Defeasance and Discharge. Upon the Issuer's exercise under Section 5.02 of the option applicable to this Section 5.03, the Issuer and each Guarantor shall be deemed to have been discharged from its obligations with respect to all Outstanding Securities of the particular series and any coupons appertaining thereto on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuer shall be deemed to have paid and discharged all the obligations relating to the Outstanding Securities of that series, including any coupons appertaining thereto, and the Securities of that series, including any coupons appertaining thereto, shall thereafter be deemed to be "outstanding" only for the purposes of Sections 5.06 and 5.07 and the other Sections of this Indenture referred to below in this Section 26 5.03, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture and cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (ii) the rights, obligations, powers, trusts, duties and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding) and (iii) this Article Five and the obligations set forth in Section 5.06 hereof. Subject to compliance with this Article Five, the Issuer may exercise its option under Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Securities of a particular series and any coupons appertaining thereto. SECTION 5.04. Covenant Defeasance. Upon the Issuer's exercise under Section 5.02 of the option applicable to this Section 5.04, the Issuer shall be released from any obligations under the covenants contained in Sections 9.01, 11.04 (only with respect to Subsidiaries), 11.05, 11.06, 11.08 and 11.09 hereof or established pursuant to Sections 3.01 or 10.01 hereof with respect to the Outstanding Securities of the particular series on and after the date the conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Securities of that series and any coupons appertaining thereto 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. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Securities of that series and any coupons appertaining thereto, the Issuer 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 Event of Default under Section 6.01(4) or any Event of Default specified pursuant to Section 3.01 or 10.01. In addition, the events specified in Section 6.01(5) (with respect to Significant Subsidiaries) and Section 6.01(7) (with respect to Significant Subsidiaries) shall no longer constitute an Event of Default. Except as specified above, the remainder of this Indenture and the Securities of that series shall be unaffected thereby. SECTION 5.05. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 5.03 or Section 5.04 to the Outstanding Securities of a particular series: (a) the Issuer must irrevocably deposit, or cause to be irrevocably deposited, with the Trustee for the Securities of that series, in trust, for the benefit of the Holders of the Securities of that series, cash in the currency or currency unit in which the 27 Securities of that series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of that series), U.S. Government Obligations or a combination thereof in such amounts as will be sufficient (without reinvestment) to pay the principal of, premium, if any, and interest, if any, due on the outstanding Securities of that series and any related coupons at the Stated Maturity, or on the applicable Redemption Date, as the case may be, with respect to the outstanding Securities of that series and any related coupons; (b) in the case of Legal Defeasance only, the Issuer shall have delivered to the Trustee for the Securities of that series (1) an Opinion of Counsel (reasonably acceptable to the Trustee) confirming that, subject to customary assumptions and exclusions, since the date on which Securities of such series were originally issued, there has been a change in the applicable U.S. Federal income tax law, to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities of that series will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. 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 or (2) a copy of a ruling or other formal statement or action to that effect received from or published by the U.S. Internal Revenue Service; (c) in the case of Covenant Defeasance only, the Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel (reasonably acceptable to the Trustee) confirming that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities of that series will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to such 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 Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default with respect to the Securities of that series (other than any event resulting from the borrowing of funds to be applied to make such deposit) shall have occurred and be continuing on the date of such 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 (other than this Indenture) or instrument to which the Issuer is a party or by which the Issuer is bound; and (f) the Issuer shall have delivered to the Trustee for the Securities of that series an Officers' Certificate and an Opinion of Counsel (which opinion of counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. 28 SECTION 5.06. Survival of Certain Obligations. Notwithstanding the satisfaction and discharge of the Securities of a particular series referred to in Sections 5.01, 5.02, 5.03, 5.04, or 5.05, the respective obligations of the Issuer and the Trustee for the Securities of a particular series under Sections 3.03, 3.04, 3.05, 3.06 and 3.09, Article Five, Article Seven, and Sections 6.08, 8.01, 8.02, 11.02, 11.03, 11.04 and 11.05 shall survive with respect to Securities of that series until the Securities of that series are no longer outstanding, and thereafter the obligations of the Issuer and the Trustee for the Securities of a particular series with respect to that series under Sections 5.07, 5.08 and 5.09 shall survive. Nothing contained in this Article Five shall abrogate any of the obligations or duties of the Trustee of any series of Securities under this Indenture. SECTION 5.07. Application of Trust Money. Subject to the provisions of the last paragraph of Section 11.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Sections 5.01 and 5.05 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer 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. Anything in this Article Five to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 5.01 or 5.05 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 5.05(a)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. SECTION 5.08. Repayment of Money Held by Trustee or Paying Agent. Any money deposited with the Trustee or any other Paying Agent remaining unclaimed by the Holders of any Securities for two years after the date upon which the principal of or premium or interest on such Securities shall have become due and payable, shall be repaid to the Issuer by the Trustee or any such other Paying Agent and such Holders shall thereafter be entitled to look to the Issuer only as general creditors for payment thereof (unless otherwise provided by law); provided, however, that, before the Trustee or any such other Paying Agent is required to make any such payment to the Issuer, the Trustee may, upon the request of the Issuer and at the expense of the Issuer, cause to be published once in an Authorized Newspaper a notice that such money remains unclaimed and that, after the date set forth in said notice, the balance of such money then unclaimed will be returned to the Issuer. 29 SECTION 5.09. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article Five 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 Issuer's obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article Five until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article Five; provided that, if the Issuer or any Guarantor has made payments of principal of, or premium or interest on any Securities because of the reinstatement of its obligations, the Issuer or any Guarantor shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 30 ARTICLE SIX REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT SECTION 6.01. Events of Default. "Event of Default," wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) default in the payment of interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or (2) default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or (3) default in the deposit of any sinking fund payment, if any, when and as due by the terms of any Security of that series; or (4) failure by the Issuer or any of its Subsidiaries to comply with any covenant, representation, warranty or other agreement in this Indenture for 30 days after notice (a "Notice of Default") to the Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series; or (5) the Issuer or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its 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 (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 31 (i) is for relief against the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Subsidiaries), would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a custodian of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Subsidiaries), would constitute a Significant Subsidiary or for all or substantially all of the property of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Subsidiaries), would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Subsidiaries), would constitute a Significant Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive days; or (7) any other Event of Default provided with respect to Securities of that series. SECTION 6.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding (other than of a type specified in Section 6.01(5) or (6)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable, anything in this Indenture or in any of the Securities of such series to the contrary notwithstanding. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (i) all overdue interest on all Securities of that series, (ii) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, and 32 (iii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(5) or (6), all outstanding Securities shall IPSO FACTO become due and payable without further action or notice. SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if: (1) default is made in the payment of interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (2) default is made in the payment of the principal of (or, premium, if any, on) any Security at the Maturity thereof, or (3) default is made in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due pursuant to the terms of any Security, the Issuer, upon demand of the Trustee, will pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal, including any sinking fund payment or analogous obligations (and premium, if any) and interest, if any, and to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any), and, in addition thereto, 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. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or any other obligor upon such Securities and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific 33 enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. SECTION 6.04. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Securities or the property of the Issuer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest, if any, owing and unpaid in respect of the Securities and to file such other papers or documents and take such other actions, including participating as a member, voting or otherwise, of any official committee of creditors appointed in such matter, 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 of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any money or other property payable or deliverable on any such claim and to distribute the same; 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 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. 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 Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding except as aforesaid, to vote for the election of a trustee in bankruptcy or similar person or to participate as a member, voting or otherwise, on any committee of creditors. SECTION 6.05. Trustee May Enforce Claims without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 34 SECTION 6.06. Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 7.07; SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively; and THIRD: To the payment of the remainder, if any, to the Issuer, its successors or assigns, or as a court of competent jurisdiction may direct. SECTION 6.07. Limitation on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than a majority in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 35 SECTION 6.08. Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.07) interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and the right to institute suit for the enforcement of any such payment and such rights shall not be impaired without the consent of such Holder. SECTION 6.09. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. SECTION 6.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 6.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. SECTION 6.12. Control by Holders. The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, 36 (b) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of the Securities of such series not taking part in such direction, or to the Holders of the Securities of any other series, and (c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. SECTION 6.13. Waiver of Past Defaults. Subject to Section 6.02, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default (1) in the payment of the principal of (or premium, if any) or interest on any Security of such series, or (2) in respect of a covenant or provision hereof which under Article Ten cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 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. SECTION 6.14. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, 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, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). SECTION 6.15. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent 37 that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. ARTICLE SEVEN THE TRUSTEE SECTION 7.01. Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) 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; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture but need not verify the accuracy of the contents thereof or whether procedures specified by or pursuant to the provisions of this Indenture have been followed in the preparation thereof. (b) In case 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this subsection shall not be construed to limit the effect of Subsection (a) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 6.12, relating to the time, method and place of conducting any proceeding for any 38 remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and (5) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. SECTION 7.02. Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking fund or analogous obligation installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities of such series; and provided, further, that in the case of any default of the character specified in Section 6.01(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. SECTION 7.03. Certain Rights of Trustee. Subject to the provisions of Section 7.01: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties (whether in original or facsimile form); (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by a Issuer Request or Issuer Order or similar document and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action 39 hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate; (d) 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 in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) 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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) 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 may see 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 Issuer, personally or by agent or attorney, at the expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; (h) the Trustee shall not be deemed to have notice or knowledge of any matter unless a Responsible Officer assigned to and working in the Trustee's corporate trust department has actual knowledge thereof or unless written notice thereof is received by the Trustee at the Corporate Trust Office and such notice references the Securities generally, the Issuer or this Indenture. Whenever reference is made in this Indenture to an Event of Default, such reference shall, insofar as determining any liability on the part of the Trustee is concerned, be construed to refer only to an Event of Default of which the Trustee is deemed to have knowledge in accordance with this paragraph; (i) the permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be construed as a duty; (j) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (k) 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; 40 (l) unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer or any Guarantor shall be sufficient if signed by an Officer of the Issuer or such Guarantor; and (m) the Trustee may request that the Issuer 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. SECTION 7.04. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee's certificate of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer of Securities or the proceeds thereof. SECTION 7.05. May Hold Securities. The Trustee, any Paying Agent, any Security Registrar or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 7.08 and 7.13, may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent. SECTION 7.06. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder. SECTION 7.07. Compensation and Reimbursement. The Issuer agrees: (1) to pay to the Trustee from time to time such compensation as the parties shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct; and 41 (3) to fully indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold it harmless against, any and all loss, liability, claim, damage or expense including taxes (other than taxes based upon the income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses, including reasonable attorneys' fees, of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Issuer under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the benefit of the Holders of particular Securities. If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in clause (5) or (6) of Section 6.01, the expenses and the compensation for the services will be intended to constitute expenses of administration under Bankruptcy Law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture. SECTION 7.08. Disqualification; Conflicting Interests. The Trustee for the Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the period of time provided for therein. In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall be excluded for purposes of such determination this Indenture with respect to Securities of any particular series of Securities other than that series. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act. SECTION 7.09. Corporate Trustee Required; Eligibility. There shall at all times be a corporate Trustee hereunder which complies with the requirements of Section 310(a) of the Trust Indenture Act, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and having its Corporate Trust Office in the Borough of Manhattan, The City of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 42 SECTION 7.10. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 7.11. (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Issuer. If the instrument of acceptance by a successor Trustee required by Section 7.11 shall not have been delivered to the Trustee within 10 days after the giving of such notice of resignation, the resigning Trustee at the expense of the Issuer may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Issuer. (d) If the instrument of acceptance by a successor Trustee required by Section 7.11 shall not have been delivered to the Trustee within 10 calendar days after the giving of such notice of removal, the Trustee being removed may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (e) If at any time: (1) the Trustee shall fail to comply with Section 7.08 after written request therefor by the Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, or (2) the Trustee shall cease to be eligible under Section 7.09 and shall fail to resign after written request therefor by the Issuer or by any such Holder, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Issuer by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 6.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. (f) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the Securities of one or more series, the Issuer, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such 43 series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 7.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 7.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Issuer. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner required by Section 7.11, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (g) The Issuer shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event to all Holders of Securities of such series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. SECTION 7.11. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Issuer, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be 44 necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Issuer or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. (c) Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. SECTION 7.13. Preferential Collection of Claims Against Issuer. The Trustee is subject to Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein. ARTICLE EIGHT HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER SECTION 8.01. Issuer to Furnish Trustee Names and Addresses of Holders. The Issuer will furnish or cause to be furnished to the Trustee: 45 (a) semi-annually, either (i) not later than June 1 and November 1 in each year in the case of Original Issue Discount Securities of any series which by their terms do not bear interest prior to Maturity, or (ii) not more than 15 days after each Regular Record Date in the case of Securities of any other series, a list, each in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of the preceding June 1 or November 1 or as of such Regular Record Date, as the case may be; and (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee is the Security Registrar with respect to Securities of any series, no such lists need be furnished. SECTION 8.02. Preservation of Information; Communications to Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 8.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 8.01 upon receipt of a new list so furnished. (b) The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities and the corresponding rights and duties of the Trustee shall be provided by the Trust Indenture Act. (c) Every Holder of Securities, by receiving and holding the same, agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee nor any agent of either of them shall be held responsible by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 8.02(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 8.02(b). SECTION 8.03. Reports by Trustee. Within 60 days after the first May 15th occurring subsequent to the initial issuance of Securities hereunder and within 60 days after each May 15th occurring thereafter, the Trustee shall transmit by mail to the Holders, as hereinafter provided, a brief report (but in no event shall such report be transmitted more than twelve months after the date of the initial issuance of the Securities in the case of the first such report and at stated intervals of more than twelve months in the case of each subsequent report) dated as of May 15th that complies with Section 3.13(a) of the Trust Indenture Act (but, if no event described in Section 3.13 of the Trust Indenture Act has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee also shall transmit by mail all reports as required by Trust Indenture Act Section 313(c). 46 A copy of each report at the time of its mailing to Holders shall be filed with the Commission and each stock exchange on which the Securities are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall notify the Trustee when the Securities are listed on any stock exchange or delisted therefrom. ARTICLE NINE CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 9.01. Merger, Consolidation, etc. Only on Certain Terms. The Issuer shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (1) the Issuer shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer under this Indenture and the Securities and immediately after such transaction no Event of Default shall have happened or be continuing; and (2) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. SECTION 9.02. Successor Corporation Substituted. Upon any consolidation by the Issuer with or merger by the Issuer into any other Person or any conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with Section 9.01, the successor Person formed by such consolidation or into which the Issuer is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Securities. 47 ARTICLE TEN SUPPLEMENTAL INDENTURES SECTION 10.01. Supplemental Indentures without Consent of Holders. Without the consent of any Holders, the Issuer when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Issuer and the assumption by any such successor of the covenants of the Issuer herein and in the Securities (pursuant to Article Nine, if applicable); or (2) to add to the covenants of the Issuer for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Issuer; or (3) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to provide for uncertificated Securities (so long as any "registration-required obligation" within the meaning of section 163(f)(2) of the Internal Revenue Code of 1986, as amended, is in registered form for purposes of such section); or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.11(b); or 48 (9) to cure any ambiguity, defect or inconsistency, to correct or supplement any provision herein which may be inconsistent with any other provision herein, to eliminate any conflict between the terms hereof and the Trust Indenture Act or to make any other provision with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect. SECTION 10.02. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Issuer and the Trustee, the Issuer, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provision to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or adversely affect any right of repayment at the option of the Holder of any Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or make the Securities payable in money other than that stated in the Security, in each case other than the amendment or waiver in accordance with the terms of this Indenture of any covenant or related definition included pursuant to Section 3.01 that provides for an offer to repurchase any Securities of a series upon a sale of assets or change of control transaction, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 6.13 or Section 11.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with 49 respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. SECTION 10.03. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, in addition to the documents required by section 1.02 hereof, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee in its sole discretion may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. SECTION 10.04. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. SECTION 10.05. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. SECTION 10.06. Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. SECTION 10.07. Notice of Supplemental Indenture. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to Section 10.02, the Issuer shall transmit, in the manner and to the extent provided in Section 1.05, to all Holders of any series of the Securities affected thereby, a notice setting forth in general terms the substance of such supplemental indenture. 50 ARTICLE ELEVEN COVENANTS SECTION 11.01. Payment of Principal, Premium and Interest. The Issuer covenants and agrees for the benefit of the Holders of Securities of each series that it will duly and punctually pay the principal of (and premium, if any) and interest, if any, on the Securities of that series in accordance with the terms of the Securities of that series and this Indenture. SECTION 11.02. Maintenance of Office or Agency. The Issuer will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be surrendered for registration of transfer and exchange, where notices and demands to or upon the Issuer in respect of the Securities of that series and this Indenture may be served and where the Securities may be presented for payment. The Issuer will 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 Issuer 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, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Issuer may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Issuer will 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. SECTION 11.03. Money for Securities Payments to Be Held in Trust. If the Issuer shall at any time act as Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest, if any, on the Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act or of any failure by the Issuer (or by any other obligor on the Securities of that series) to make any payment of the principal of (and premium, if any) or interest, if any, on the Securities of such series when the same shall be due and payable. Whenever the Issuer shall have one or more Paying Agents for any series of Securities, it will, prior to 10:00 a.m. New York time on each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due, such 51 sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act. If the Issuer shall appoint a Paying Agent other than the Trustee for any series of Securities, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest, if any, on the Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee notice of any default by the Issuer (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if any) or interest, if any, on the Securities of that series; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge with respect to one or more or all series of Securities hereunder or for any other reason, pay or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust for any such series by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series 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 Issuer on Issuer Request subject to applicable abandoned property and escheat law, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once a week for two consecutive weeks (in each case on any day of the week) in an Authorized Newspaper 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 publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. 52 SECTION 11.04. Corporate Existence. Subject to Article Nine, the Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. SECTION 11.05. Payment of Taxes and Other Claims. The Issuer 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 Securities. SECTION 11.06. Maintenance of Properties. The Issuer will cause all its properties used or useful in the conduct of its business to be maintained and kept in reasonably good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Issuer may be necessary so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section shall prevent the Issuer from discontinuing the operation or maintenance of any of its properties if such discontinuance is, in the judgment of the Issuer desirable in the conduct of its business and not disadvantageous in any material respect to the Holders of the Securities of any series. SECTION 11.07. Waiver of Certain Covenants. The Issuer may omit in any particular instance to comply with any term, provision or condition set forth in Sections 11.04, 11.05 and 11.06 or established pursuant to Section 3.01 or 10.01, with respect to the Securities of any series, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. SECTION 11.08. Statement by Officers as to Default. The Issuer will, within 120 days after the close of each fiscal year, commencing with the first fiscal year following the issuance of Securities of any series under this Indenture, file with the Trustee a certificate of the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer, covering the period from the date of issuance of such Securities to the end of the fiscal year in which such Securities were issued, in the case of the first such certificate, and covering the preceding fiscal year in the case of each subsequent certificate, and stating whether or not, to the knowledge of the signer, the Issuer has complied with all conditions and covenants on its part contained in this Indenture, and, if the signer has obtained knowledge of any default by the Issuer in the performance, observance or fulfillment of any such condition or covenant, specifying each such default and the nature thereof. For the 53 purpose of this Section 11.08, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture. SECTION 11.09. Reports by the Issuer. The Issuer and each Guarantor, if applicable, shall: (1) file with the Trustee, within 15 days after the Issuer or such Guarantor is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations (it being understood that any Guarantor not required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall not be required to file such reports with the SEC or Trustee); and (3) transmit by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Issuer or any Guarantor pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. Delivery of such reports, information and documents to the Trustee is 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 Issuer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers' Certificates). SECTION 11.10. Further Assurances. From time to time whenever reasonably demanded by the Trustee, the Issuer will make, execute and deliver or cause to be made, executed and delivered any and all such further and other instruments and assurances as may be reasonably necessary or proper to carry out the intention or facilitate the performance of the terms of this Indenture. 54 ARTICLE TWELVE REDEMPTION OF SECURITIES SECTION 12.01. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article. SECTION 12.02. Election to Redeem; Notice to Trustee. The election of the Issuer to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Issuer of the Securities of any series, the Issuer shall, at least 45 days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Issuer shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction. SECTION 12.03. Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series; provided, however, that Securities of such series registered in the name of the Issuer shall be excluded from any such selection for redemption until all Securities of such series not so registered shall have been previously selected for redemption. The Trustee shall promptly notify the Issuer in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. SECTION 12.04. Notice of Redemption. Notice of redemption shall be given not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. 55 All notices of redemption shall identify the Securities to be redeemed (including CUSIP numbers) and shall state: (1) the Redemption Date, (2) the Redemption Price, (3) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed, (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, (5) that interest, if any, accrued to the date fixed for redemption will be paid as specified in said notice, (6) the place or places where such Securities are to be surrendered for payment of the Redemption Price, and (7) that the redemption is for a sinking fund, if such is the case. Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer's request, by the Trustee in the name and at the expense of the Issuer. SECTION 12.05. Deposit of Redemption Price. Prior to 10:00 a.m. New York time on any Redemption Date, the Issuer shall deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as Paying Agent, segregate and hold in trust as provided in Section 11.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. SECTION 12.06. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Issuer at the Redemption Price, together with accrued interest to the Redemption Date, provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07. 56 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. SECTION 12.07. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the security so surrendered. Securities in denominations larger than $1,000 may be redeemed in part, but only in whole multiples of $1,000. SECTION 12.08. Securities No Longer Outstanding After Notice to Trustee and Deposit of Cash. If the Issuer, having given notice to the Trustee as provided in Section 12.02, shall have deposited with the Trustee or a Paying Agent, for the benefit of the Holders of any Securities of any series or portions thereof called for redemption in whole or in part cash or other form of payment if permitted by the terms of such Securities (which amount shall be immediately due and payable to the Holders of such Securities or portions thereof), in the amount necessary so to redeem all such Securities or portions thereof on the Redemption Date and provision satisfactory to the Trustee shall have been made for the giving of notice of such redemption, such Securities or portions thereof, shall thereupon, for all purposes of this Indenture, be deemed to be no longer Outstanding, and the Holders thereof shall be entitled to no rights thereunder or hereunder, except the right to receive payment of the Redemption Price, together with interest accrued to the Redemption Date, on or after the Redemption Date of such Securities or portions thereof. ARTICLE THIRTEEN SINKING FUNDS SECTION 13.01. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities of such series. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment." If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to 57 reduction as provided in Section 13.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities. The Issuer (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Issuer pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited pursuant to the terms of such Securities. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. SECTION 13.03. Redemption of Securities for Sinking Fund. Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Issuer will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 13.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 12.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Issuer in the manner provided in Section 12.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 12.06 and 12.07. ARTICLE FOURTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS SECTION 14.01. Exemption from Individual Liability. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Issuer or any Guarantor, or of any successor Person, either directly or through the Issuer or any Guarantor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations of the Issuer and any Guarantor, as applicable, and that no such personal liability whatever shall attach to, or is or 58 shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Issuer or any Guarantor, or of any successor Person, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Securities. ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES SECTION 15.01. Purposes of Meetings. A meeting of Holders of Securities of all or any series may be called at any time and from time to time pursuant to the provisions of this Article for any of the following purposes: (1) to give any notice to the Issuer or to the Trustee, or to give any directions to the Trustee, or to waive any default hereunder and its consequences, or to take any other action authorized to be taken by the Holders of Securities pursuant to any of the provisions of Article Six; (2) to remove the Trustee and appoint a successor Trustee pursuant to the provisions of Article Seven; (3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or (4) to take any other action authorized to be taken by or on behalf of the Holders of any specified percentage in aggregate principal amount of the Securities of all or any series, as the case may be, under any other provision of this Indenture or under applicable law. SECTION 15.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of Holders of Securities of all or any series to take any action specified in Section 15.01, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall determine. Notice of every meeting of the Holders of Securities of all or any series, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to all Holders of Securities of each series that may be affected by the action proposed to be taken at such meeting by publication at least twice in an Authorized Newspaper prior to the date fixed for the meeting, the first publication to be not less than 20 nor more than 180 days prior to the 59 date fixed for the meeting, and the last publication to be not more than five days prior to the date fixed for the meeting, or such notice may be given to Holders by mailing the same by first class mail, postage prepaid, to the Holders of Securities at the time Outstanding, at their addresses as they shall appear in the Security Register, not less than 20 nor more than 60 days prior to the date fixed for the meeting. Failure to receive such notice or any defect therein shall in no case affect the validity of any action taken at such meeting. Any meeting of Holders of Securities of all or any series shall be valid without notice if the Holders of all such Securities Outstanding, the Issuer and the Trustee are present in person or by proxy or shall have waived notice thereof before or after the meeting. SECTION 15.03. Call of Meetings by Issuer or Holders. In case at any time the Issuer by Board Resolution, or the Holders of at least 10% in aggregate principal amount of the Securities then Outstanding of each series that may be affected by the action proposed to be taken at the meeting shall have requested the Trustee to call a meeting of Holders of Securities of all series that may be so affected to take any action authorized in Section 15.01 by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed or made the first publication of the notice of such meeting within 30 days after receipt of such request, then the Issuer or the Holders in the amount above specified may determine the time and the place in the Borough of Manhattan, The City of New York for such meeting and may call such meeting by mailing or publishing notice thereof as provided in Section 15.02. SECTION 15.04. Qualification for Voting. To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Securities of a series affected by the action proposed to be taken, or (b) be a Person appointed by an instrument in writing as proxy by the Holder of one or more such Securities. The right of Holders to have their votes counted shall be subject to the proviso in the definition of "Outstanding" in Section 1.01. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Issuer and its counsel. SECTION 15.05. Quorum; Adjourned Meetings. At any meeting of Holders, the presence of Persons holding or representing Securities in an aggregate principal amount sufficient to take action on the business for the transaction of which such meeting was called shall be necessary to constitute a quorum. No business shall be transacted in the absence of a quorum unless a quorum is represented when the meeting is called to order. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of the Holders of Securities (as provided in Section 15.03), be dissolved. In any other case the Persons holding or representing a majority in aggregate principal amount of the Securities represented at the meeting may adjourn such a meeting for a period of not less than 10 days with the same effect, for all intents and purposes, as though a quorum had been present. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be similarly further adjourned for a 60 period of not less than 10 days. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 15.02 except that, in the case of publication, such notice need be published only once but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened, and in the case of mailing, such notice may be mailed not less than five days prior to such date. Any Holder of a Security who has executed an instrument in writing complying with the provisions of Section 1.04 shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided, however, that such Holder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of the Holders of Securities of any series duly held in accordance with this Section shall be binding on all Holders of such series of Securities whether or not present or represented at the meeting. SECTION 15.06. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Issuer or by Holders of Securities as provided in Section 15.03, in which case the Issuer or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting. At any meeting each Holder of a Security of a series entitled to vote at such meeting, or proxy therefor, shall be entitled to one vote for each $1,000 principal amount (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in the definition of "Outstanding") of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote except as a Holder of Securities of such series or proxy therefor. Any meeting of Holders of Securities duly called pursuant to the provisions of Section 15.02 or 15.03 at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. SECTION 15.07. Voting Procedure. The vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures of the Holders of Securities entitled to vote at such meeting, or proxies therefor, and on which shall be inscribed an identifying number or numbers or to which shall be attached a list of identifying numbers of the Securities so held or 61 represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders of Securities shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed or published as provided in Section 15.02 and, if applicable, Section 15.05. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Issuer and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. SECTION 15.08. Written Consent in Lieu of Meetings. The written authorization or consent by the Holders of the requisite percentage in aggregate principal amount of Securities of any series herein provided, entitled to vote at any such meeting, evidenced as provided in Section 1.04 and filed with the Trustee, shall be effective in lieu of a meeting of the Holders of Securities of such series, with respect to any matter provided for in this Article Fifteen. SECTION 15.09. No Delay of Rights by Meeting. Nothing contained in this Article shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders of Securities of any or all series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or the Holders of Securities of any or all such series under any provisions of this Indenture or the Securities. ARTICLE SIXTEEN MISCELLANEOUS SECTION 16.01. Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. [_____________________] hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above. WCI COMMUNITIES, INC. By:______________________________ Name: Title: [___________________________], as Trustee By:______________________________ Name: Title: EX-4.2 3 y08497exv4w2.txt FORM OF SENIOR SUBORDINATED NOTE INDENTURE EXHIBIT 4.2 ================================================================================ WCI COMMUNITIES, INC., Issuer and _____________' Trustee ------------- Indenture Dated as of __________ ------------- Senior Subordinated Debt Securities ================================================================================ TABLE OF CONTENTS
PAGE ---- RECITALS OF THE ISSUER..................................................................................... 1 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION....................................... 1 SECTION 1.01. Definitions........................................................................ 1 SECTION 1.02. Compliance Certificates and Opinions............................................... 10 SECTION 1.03. Form of Documents Delivered to Trustee............................................. 11 SECTION 1.04. Acts of Holders.................................................................... 12 SECTION 1.05. Notices, etc. to Trustee and Issuer................................................ 13 SECTION 1.06. Notice to Holders; Waiver.......................................................... 13 SECTION 1.07. Conflict with Trust Indenture Act.................................................. 13 SECTION 1.08. Effect of Headings and Table of Contents........................................... 14 SECTION 1.09. Successors and Assigns............................................................. 14 SECTION 1.10. Separability Clause................................................................ 14 SECTION 1.11. Benefits of Indenture.............................................................. 14 SECTION 1.12. Governing Law...................................................................... 14 SECTION 1.13. Legal Holidays..................................................................... 14 SECTION 1.14. Waiver of Jury Trial............................................................... 14 ARTICLE TWO SECURITY FORMS................................................................................. 15 SECTION 2.01. Forms Generally.................................................................... 15 SECTION 2.02. Form of Trustee's Certificate of Authentication.................................... 15 SECTION 2.03. Securities in Global Form.......................................................... 15 ARTICLE THREE THE SECURITIES............................................................................... 16 SECTION 3.01. Amount Unlimited; Issuable in Series............................................... 16 SECTION 3.02. Denominations...................................................................... 18
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PAGE ---- SECTION 3.03. Execution, Authentication, Delivery and Dating..................................... 18 SECTION 3.04. Temporary Securities............................................................... 20 SECTION 3.05. Registration, Registration of Transfer and Exchange Global Securities Representing the Securities........................................................ 20 SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities................................... 23 SECTION 3.07. Payment of Interest; Interest Rights Preserved..................................... 23 SECTION 3.08. Persons Deemed Owners.............................................................. 25 SECTION 3.09. Cancellation....................................................................... 25 SECTION 3.10. Computation of Interest............................................................ 25 SECTION 3.11. CUSIP Numbers...................................................................... 25 ARTICLE FOUR SUBORDINATION OF SECURITIES................................................................... 26 SECTION 4.01. Agreement To Subordinate........................................................... 26 SECTION 4.02. Liquidation, Dissolution, Bankruptcy............................................... 26 SECTION 4.03. Default on Senior Indebtedness..................................................... 26 SECTION 4.04. Acceleration of Payment of Securities.............................................. 27 SECTION 4.05. When Distribution Must Be Paid Over................................................ 27 SECTION 4.06. Subrogation........................................................................ 27 SECTION 4.07. Relative Rights.................................................................... 27 SECTION 4.08. Subordination May Not Be Impaired by Issuer........................................ 28 SECTION 4.09. Rights of Trustee and Paying Agent................................................. 28 SECTION 4.10. Distribution or Notice to Representative........................................... 28 SECTION 4.11. Article Four Not to Prevent Events of Default or Limit Right to Accelerate......... 28 SECTION 4.12. Trust Money Not Subordinated....................................................... 29 SECTION 4.13. Trustee Entitled to Rely........................................................... 29 SECTION 4.14. Trustee to Effectuate Subordination................................................ 29
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PAGE ---- SECTION 4.15. Trustee Not Fiduciary for Holders of Senior Indebtedness........................... 29 SECTION 4.16. Reliance by Holders of Senior Indebtedness on Subordination Provisions............. 30 SECTION 4.17. Trustee's Compensation Not Prejudiced.............................................. 30 SECTION 4.18. Defeasance......................................................................... 30 ARTICLE FIVE SATISFACTION AND DISCHARGE; DEFEASANCE........................................................ 30 SECTION 5.01. Satisfaction and Discharge of Securities of any Series............................. 30 SECTION 5.02. Option to Effect Legal Defeasance or Covenant Defeasance........................... 32 SECTION 5.03. Legal Defeasance and Discharge..................................................... 32 SECTION 5.04. Covenant Defeasance................................................................ 32 SECTION 5.05. Conditions to Legal or Covenant Defeasance......................................... 33 SECTION 5.06. Survival of Certain Obligations.................................................... 34 SECTION 5.07. Application of Trust Money......................................................... 34 SECTION 5.08. Repayment of Money Held by Paying Agent............................................ 35 SECTION 5.09. Reinstatement...................................................................... 35 ARTICLE SIX REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT........................................ 36 SECTION 6.01. Events of Default.................................................................. 36 SECTION 6.02. Acceleration of Maturity; Rescission and Annulment................................. 37 SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee.................... 38 SECTION 6.04. Trustee May File Proofs of Claim................................................... 39 SECTION 6.05. Trustee May Enforce Claims without Possession of Securities........................ 40 SECTION 6.06. Application of Money Collected..................................................... 40 SECTION 6.07. Limitation on Suits................................................................ 40 SECTION 6.08. Unconditional Right of Holders to Receive Principal, Premium and Interest.......... 41
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PAGE ---- SECTION 6.09. Restoration of Rights and Remedies................................................. 41 SECTION 6.10. Rights and Remedies Cumulative..................................................... 41 SECTION 6.11. Delay or Omission Not Waiver....................................................... 41 SECTION 6.12. Control by Holders................................................................. 42 SECTION 6.13. Waiver of Past Defaults............................................................ 42 SECTION 6.14. Undertaking for Costs.............................................................. 42 SECTION 6.15. Waiver of Stay or Extension Laws................................................... 43 ARTICLE SEVEN THE TRUSTEE.................................................................................. 43 SECTION 7.01. Certain Duties and Responsibilities................................................ 43 SECTION 7.02. Notice of Defaults................................................................. 44 SECTION 7.03. Certain Rights of Trustee.......................................................... 44 SECTION 7.04. Not Responsible for Recitals or Issuance of Securities............................. 46 SECTION 7.05. May Hold Securities................................................................ 46 SECTION 7.06. Money Held in Trust................................................................ 46 SECTION 7.07. Compensation and Reimbursement..................................................... 46 SECTION 7.08. Disqualification; Conflicting Interests............................................ 47 SECTION 7.09. Corporate Trustee Required; Eligibility............................................ 47 SECTION 7.10. Resignation and Removal; Appointment of Successor.................................. 48 SECTION 7.11. Acceptance of Appointment by Successor............................................. 49 SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business........................ 50 SECTION 7.13. Preferential Collection of Claims Against Issuer................................... 50 ARTICLE EIGHT HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER............................................. 51 SECTION 8.01. Issuer to Furnish Trustee Names and Addresses of Holders........................... 51 SECTION 8.02. Preservation of Information; Communications to Holders............................. 51 SECTION 8.03. Reports by Trustee................................................................. 51
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PAGE ---- ARTICLE NINE CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.......................................... 52 SECTION 9.01. Merger, Consolidation, etc. Only on Certain Terms.................................. 52 SECTION 9.02. Successor Corporation Substituted.................................................. 52 ARTICLE TEN SUPPLEMENTAL INDENTURES........................................................................ 53 SECTION 10.01. Supplemental Indentures without Consent of Holders................................ 53 SECTION 10.02. Supplemental Indentures with Consent of Holders................................... 54 SECTION 10.03. Execution of Supplemental Indentures.............................................. 55 SECTION 10.04. Effect of Supplemental Indentures................................................. 55 SECTION 10.05. Conformity with Trust Indenture Act............................................... 55 SECTION 10.06. Reference in Securities to Supplemental Indentures................................ 55 SECTION 10.07. Notice of Supplemental Indenture.................................................. 55 ARTICLE ELEVEN COVENANTS................................................................................... 56 SECTION 11.01. Payment of Principal, Premium and Interest........................................ 56 SECTION 11.02. Maintenance of Office or Agency................................................... 56 SECTION 11.03. Money for Securities Payments to Be Held in Trust................................. 56 SECTION 11.04. Corporate Existence............................................................... 58 SECTION 11.05. Payment of Taxes and Other Claims................................................. 58 SECTION 11.06. Maintenance of Properties......................................................... 58 SECTION 11.07. Waiver of Certain Covenants....................................................... 58 SECTION 11.08. Statement by Officers as to Default............................................... 58 SECTION 11.09. Reports by the Issuer............................................................. 59 SECTION 11.10. Further Assurances................................................................ 59 ARTICLE TWELVE REDEMPTION OF SECURITIES.................................................................... 60 SECTION 12.01. Applicability of Article.......................................................... 60 SECTION 12.02. Election to Redeem; Notice to Trustee............................................. 60
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PAGE ---- SECTION 12.03. Selection by Trustee of Securities to Be Redeemed................................. 60 SECTION 12.04. Notice of Redemption.............................................................. 60 SECTION 12.05. Deposit of Redemption Price....................................................... 61 SECTION 12.06. Securities Payable on Redemption Date............................................. 61 SECTION 12.07. Securities Redeemed in Part....................................................... 62 SECTION 12.08. Securities No Longer Outstanding After Notice to Trustee and Deposit of Cash...... 62 ARTICLE THIRTEEN SINKING FUNDS............................................................................. 62 SECTION 13.01. Applicability of Article.......................................................... 62 SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities............................. 63 SECTION 13.03. Redemption of Securities for Sinking Fund......................................... 63 ARTICLE FOURTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS........................... 63 SECTION 14.01. Exemption from Individual Liability............................................... 63 ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES.......................................................... 64 SECTION 15.01. Purposes of Meetings.............................................................. 64 SECTION 15.02. Call of Meetings by Trustee....................................................... 64 SECTION 15.03. Call of Meetings by Issuer or Holders............................................. 65 SECTION 15.04. Qualification for Voting.......................................................... 65 SECTION 15.05. Quorum; Adjourned Meetings........................................................ 65 SECTION 15.06. Regulations....................................................................... 66 SECTION 15.07. Voting Procedure.................................................................. 66 SECTION 15.08. Written Consent in Lieu of Meetings............................................... 67 SECTION 15.09. No Delay of Rights by Meeting..................................................... 67 ARTICLE SIXTEEN MISCELLANEOUS.............................................................................. 67 SECTION 16.01. Counterparts...................................................................... 67
vi Reconciliation and Tie between Indenture, dated as of _______________ and Trust Indenture Act of 1939, as amended
Trust Indenture Indenture Act Section Section ----------- --------- 310(a)(1)..................................................... 7.09 (a)(2)..................................................... 7.09 (a)(3)..................................................... Not applicable (a)(4)..................................................... Not applicable (a)(5)..................................................... 7.09 (b)........................................................ 7.08, 7.10 311(a)........................................................ 7.13 (b)........................................................ 7.13 (c)........................................................ Not applicable 312(a)........................................................ 8.01, 8.02(a) (b)........................................................ 8.02(b) (c)........................................................ 8.02(c) 313(a)........................................................ 8.03 (b)(1)..................................................... Not applicable (b)(2)..................................................... 8.03 (c)........................................................ 8.03 (d)........................................................ 8.03 314(a)........................................................ 11.09 (a)(4)..................................................... 11.08 (b)........................................................ Not applicable (c)(1)..................................................... 1.02 (c)(2)..................................................... 1.02 (c)(3)..................................................... Not applicable (d)........................................................ Not applicable (e)........................................................ 1.02 315(a)........................................................ 7.01(a) (b)........................................................ 7.02 (c)........................................................ 7.01(b) (d)(1)..................................................... 7.01(a) (d)(2)..................................................... 7.01(c) (d)(3)..................................................... 7.01(c) (e)........................................................ 6.14 316(a)(1)(A).................................................. 6.12 (a)(1)(B).................................................. 6.13 (a)(2)..................................................... Not applicable (b)........................................................ 6.08 (c)........................................................ 1.04(e)
317(a)(1)..................................................... 6.03 (a)(2)..................................................... 6.04 (b)........................................................ 11.03 318(a)........................................................ 1.07
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture. INDENTURE, dated as of __________, between WCI COMMUNITIES, INC., a Delaware corporation, as issuer (the "Issuer"), and ___________________, a __________ banking corporation, as trustee (the "Trustee"). RECITALS OF THE ISSUER The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its secured or unsecured senior subordinated debentures, notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as in this Indenture provided. All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (b) all other terms used herein which are defined in the Trust Indenture Act or by Commission rule under the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; and (d) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. "Act" when used with respect to any Holder, has the meaning specified in Section 1.04. 2 "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. "Authorized Newspaper" shall mean a newspaper of general circulation in the Borough of Manhattan, The City of New York, and customarily published on each Business Day, currently expected to be The Wall Street Journal (National Edition). Where successive publications are required to be made in an Authorized Newspaper, the successive publications may be made in the same or different newspapers meeting the foregoing requirements and in each case on any Business Day. "Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978 as amended, or any similar United States federal or state law relating to relief of debtors or any amendment to, succession to or change in any such law. "Board of Directors" means either the board of directors of the Issuer or any committee of that board duly authorized to act hereunder. "Board Resolution" means a copy of a resolution or resolutions certified by the Secretary or an Assistant Secretary of the Issuer to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. "Business Day" when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law to close. "Capital Stock" means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) 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. "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. "CDD Obligations" means any direct obligations of the Issuer or any Subsidiary to repay or guarantee shortfalls in payments of bond financing issued by community development districts and local government districts to construct infrastructure improvements, to 3 the extent that such obligation is reflected as an obligation of the consolidated balance sheet of the Issuer and its Subsidiaries in accordance with GAAP. "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Construction Loan Agreement" means that certain second consolidated, amended and restated revolving credit construction loan agreement dated as of December 31, 2004 by and among the Issuer, Wachovia Bank, N.A. and the other parties named therein, providing for up to $290.0 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. "Corporate Trust Office" means the principal office of the Trustee in New York, New York at which at any particular time its corporate trust business shall be administered. "corporation" includes corporations, associations, companies and business trusts. "Covenant Defeasance" has the meaning specified in Section 5.04. "Credit Agreement" means that certain Credit Agreement, dated as of August 13, 2004 by and among the Issuer, Bank of America N.A. and the other parties named therein, providing for up to $1.0 billion 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. "Custodian" means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law. "Defaulted Interest" has the meaning specified in Section 3.07. "Depositary" has the meaning specified in Section 3.01. "Designated Senior Indebtedness" means Senior Indebtedness under any Credit Agreement or any Construction Loan Agreement and (ii) any other Senior Indebtedness the principal amount of which is $25.0 million or more and that has been designated by the Issuer as "Designated Senior Indebtedness." 4 "Dollar" or "$" means a dollar or other equivalent unit in such coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts. "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). "Event of Default" has the meaning specified in Section 6.01. "Exchange Act" has the meaning specified in Section 3.05. "Fair Market Value" means, with respect to any property or assets, the fair market value thereof, as established by a responsible officer of the Issuer. "4% Indenture" means the indenture dated August 5, 2003 among WCI Communities Inc., the guarantors party thereto and The Bank of New York, as trustee. "4% Notes" means the 4% contingent convertible senior subordinated notes of the Issuer due 2023. "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 are in effect on the date of this Indenture. "Global Security" has the meaning specified in Section 2.03. "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. "Guarantor" means each Subsidiary of the Issuer added as a guarantor with respect to a particular series of Securities pursuant to Section 3.01, 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 Security is registered in the Security Register. "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 5 evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker's acceptances 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 that 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 instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the form and terms of particular series of Securities established as contemplated by Section 3.01. "interest" when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. "Interest Payment Date" when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. "Issuer" means WCI Communities, Inc., a Delaware corporation, until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter "Issuer" shall mean such successor Person. "Issuer Request" or "Issuer Order" means a written request or order signed in the name of the Issuer by its Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer, any Assistant Treasurer, Controller, Secretary or any Vice-President, and delivered to the Trustee. "Legal Defeasance" has the meaning specified in Section 5.03. "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 6 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). "Maturity" when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. "9 1/8% Indenture" means the indenture dated April 24, 2002 among WCI Communities Inc., the guarantors party thereto and The Bank of New York, as trustee. "9 1/8% Notes" means the 9 1/8% senior subordinated notes of the Issuer due 2012. "Non-Payment Default" has the meaning specified in Section 4.03. "Notice of Default" has the meaning specified in Section 6.01. "obligation" means any principal, premium, interest (including interest accruing subsequent to a bankruptcy or other similar proceeding whether or not such interest is an allowed claim enforceable against the Issuer in a bankruptcy case under Federal Bankruptcy Law), penalties, fees, indemnifications, reimbursements, damages and other liabilities payable pursuant to the terms of the documentation governing any Indebtedness. "Officers' Certificate" means a certificate signed by 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 the Issuer or any Guarantor, as applicable, and delivered to the Trustee. "Opinion of Counsel" means a written opinion of counsel, who may be an employee of or counsel to the Issuer or any Subsidiary of the Issuer. "Original Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02. "Outstanding" when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (ii) Securities or portions thereof for whose payment or redemption money or, as provided in Section 5.05 hereof, U.S. Government Obligations, in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or, except for purposes of Section 5.01, set aside and segregated in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such 7 Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and (iii) Securities which have been delivered pursuant to Section 3.09 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Issuer; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or whether a quorum is present at a meeting of Holders of Securities, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to Section 6.02 and (ii) Securities owned by the Issuer or any other obligor upon the Securities or any Affiliate of the Issuer or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, or upon such determination as to the presence of a quorum, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any Affiliate of the Issuer or of such other obligor. "Paying Agent" means any Person authorized by the Issuer to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Issuer. "Payment Blockage Notice" has the meaning specified in Section 4.03. "Payment Blockage Period" has the meaning specified in Section 4.03. "Payment Default" has the meaning specified in Section 4.03. "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 Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) of such Person to substantially the same extent as, or to a greater extent than, the Securities are subordinated to Senior Indebtedness of the Issuer. "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. 8 "Place of Payment" when used with respect to the Securities of any series, means the place or places where the principal of (and premium, if any) and interest on the Securities of that series are payable as specified in Section 3.01. "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. "principal" of a debt security, including any Security, on any day and for any purpose means the amount (including, without limitation, in the case of an Original Issue Discount Security, any accrued original issue discount, but excluding interest) that is payable with respect to such debt security as of such date and for such purpose (including, without limitation, in connection with any sinking fund, upon any redemption at the option of the Issuer upon any purchase or exchange at the option of the Issuer or the holder of such debt security and upon any acceleration of the maturity of such debt security). "principal amount" of a debt security, including any Security, means the principal amount as set forth on the face of such debt security. "Redemption Date" when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price" when used with respect to any Security to be redeemed, means the price (exclusive of accrued interest, if any) at which it is to be redeemed pursuant to this Indenture. "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.01. "Representative" means the trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Issuer. "Responsible Officer" when used with respect to the Trustee, means any vice president, any assistant vice president, any senior trust officer, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. "Security Register" and "Security Registrar" have the respective meanings specified in Section 3.05. 9 "Senior Indebtedness" 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 the Issuer, 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 Securities, including, with respect to clauses (1) and (2), interest accruing subsequent to the filing of, or which would have accrued but for the filing of, a petition for bankruptcy, in accordance with and at the rate (including any rate applicable upon any default or event of default, to the extent lawful) specified in the documents evidencing or governing such Senior Indebtedness, whether or not such interest is an allowable claim in such bankruptcy proceeding. Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness 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 the 7 7/8% Indenture, the 9 1/8% Indenture, the 10 5/8% Indenture or the 4% Indenture, (e) Indebtedness represented by the 7 7/8% Notes, the 9 1/8% Notes, the 10 5/8% Notes or the 4% Notes, or any of the respective Guarantee relating thereto, as the case may be and (f) any CDD Obligations, other than that portion of CDD Obligations that is due and payable at the time of determination. "Senior Subordinated Indebtedness" means any Indebtedness which ranks pari passu in right of payment to the Securities. "7 7/8% Indenture" means the indenture dated September 29, 2003 among WCI Communities Inc., the guarantors party thereto and The Bank of New York, as trustee. "7 7/8% Notes" means the 7 7/8% senior subordinated notes of the Issuer due 2013. "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 of 1933, as amended, as such regulation is in effect on the date hereof except that the standard of significance will be 20% instead of 10%. "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07. "Stated Maturity" when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. "Subordinated Indebtedness" means Indebtedness which is by its terms subordinated in right of payment to the Securities. "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, 10 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). "10 5/8% Indenture" means the indenture dated February 20, 2001 among WCI Communities Inc., the guarantors party thereto and The Bank of New York, as trustee. "10 5/8% Notes" means the 10 5/8% senior subordinated notes of the Issuer due 2011. "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, and as in force at the date as of which this instrument was executed, except as provided in Section 10.05; provided, however, that in the event the Trust Indenture Act is amended after such date, "Trust Indenture Act" means, with respect to the Securities of any series issued after such date, the Trust Indenture Act of 1939 as so amended. "U.S. Government Obligations" means securities that are (i) direct obligations of the United States of America for payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof, and will also include a depository receipt issued by a bank or trust issuer as custodian with respect to any such U.S. Government Obligation or a specified payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt. "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. Section 1.02. Compliance Certificates and Opinions. Upon any application or request by the Issuer to the Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee an Officers' 11 Certificate stating that all conditions precedent (including any covenant compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than annual certificates provided pursuant to Section 11.08) shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) 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; (3) a statement that, in the opinion of each such individual, he 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 complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. SECTION 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or Opinion of Counsel, or representations by counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel or representation by counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 12 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. SECTION 1.04. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing or by the record of the Holders voting in favor thereof at any meeting of such Holders duly called and held in accordance with the provisions of Article Fifteen; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or any such record is delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments or such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments or voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 15.07 and the record so proved shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof, or may be proved in such other manner as shall be deemed sufficient by the Trustee. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The ownership of Securities shall be proved by the Security Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Security. (e) The Issuer or the Trustee, as applicable, may set a date for the purpose of determining the Holders of Securities entitled to consent, vote or take any other action referred to in this Section 1.04, which date shall be not less than 10 days nor more than 60 days prior to the taking of the consent, vote or other action. 13 SECTION 1.05. Notices, etc. to Trustee and Issuer. Any request, demand, authorization, direction, notice, consent, waiver or Act of the Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office and, unless otherwise herein expressly provided, any such document shall be deemed to be sufficiently made, given, furnished or filed upon its receipt by a Responsible Officer of the Trustee, or (2) the Issuer by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Issuer addressed to it at: 24301 Walden Center Drive Bonita Springs, Florida 34134 or at any other address or addresses previously furnished in writing to the Trustee by the Issuer. SECTION 1.06. Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. SECTION 1.07. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of Section 318(c), such imposed duties shall control. 14 SECTION 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 1.09. Successors and Assigns. All covenants and agreements in this Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not. SECTION 1.10. Separability Clause. In case any provision in this Indenture or in the Securities 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. SECTION 1.11. Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders and to the extent provided in Article Four the holders of Senior Indebtedness, any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 1.12. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SECTION 1.13. Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of principal of (and premium, if any) or interest, if any, on such Security need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no additional interest shall accrue with respect to the payment due on such date for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. SECTION 1.14. Waiver of Jury Trial. Each of the Issuer, the Guarantors, if any, and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this agreement, the Securities or the transactions contemplated hereby. C-43 15 ARTICLE TWO SECURITY FORMS SECTION 2.01. Forms Generally. The Securities of each series shall be in substantially the form established from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of such Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 3.03 for the authentication and delivery of such Securities. Any such Board Resolution or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board Resolution. The Trustee's certificate of authentication shall be in substantially the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. SECTION 2.02. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication on all Securities shall be in substantially the following form: This is one of the Securities of the series designated therein issued under the within-mentioned Indenture. Dated: ______________________________, as Trustee By ___________________________________________ Authorized Signatory SECTION 2.03. Securities in Global Form. If any Security of a series is issuable in global form (a "Global Security"), such Global Security may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of 16 Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee and in such manner as shall be specified in such Global Security. Any instructions by the Issuer with respect to a Global Security, after its initial issuance, shall be in writing but need not comply with Section 1.02. Global Securities may be issued in either temporary or permanent form. Permanent Global Securities will be issued in definitive form. ARTICLE THREE THE SECURITIES SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate, of the Issuer or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, (1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities); (2) the aggregate principal amount of the Securities of such series and any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other securities of the series pursuant to Section 3.04, 3.05, 3.06, 10.06 or 12.07); (3) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable or the method of determination thereof; (4) the rate or rates (which may be fixed or variable), or the method of determination thereof, at which the Securities of the series shall bear interest, if any, including the rate of interest applicable on overdue payments of principal or interest, if different from the rate of interest stated in the title of the Security, the date or dates from which such interest shall accrue or the method of determination thereof, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on any Interest Payment Date; (5) the Paying Agent or Paying Agents for the Securities of the series if other than the Trustee; (6) the Place of Payment of the Securities of the series; 17 (7) if other than Dollars, the foreign currency or currencies in which Securities of the series shall be denominated or in which payment of the principal of (and premium, if any) or interest on Securities of the series may be made, and the particular provisions applicable thereto and, if applicable, the amount of the Securities of the series which entitles the Holder of a Security of the series or its proxy to one vote for purposes of Section 15.06; (8) the right, if any, of the Issuer to redeem the Securities of such series and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Issuer; (9) the obligation, if any, of the Issuer to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; (11) whether the Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the depositary (the "Depositary") for such Global Security or Securities; and the manner in which and the circumstances under which Global Securities representing Securities of the series may be exchanged for Securities in definitive form, if other than, or in addition to, the manner and circumstances specified in Section 3.05(b); (12) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 6.02; (13) if the provisions of Section 5.02 of this Indenture are to apply to the Securities of the series, a statement indicating the same; (14) any deletions from or modifications of or additions to any definitions, covenants, Events of Default set forth in Section 6.01 or any terms pertaining to the Securities of the series; (15) whether payment of any amount due under such Securities will be guaranteed by one or more guarantors, including Subsidiaries of the Issuer; (16) whether the Securities will be secured; (17) the form of the Securities of the series; and (18) any other terms of a particular series and any other provisions expressing or referring to the terms and conditions upon which the Securities of that series are to be 18 issued, which terms and provisions are not in conflict with the provisions of this Indenture or do not adversely affect the rights of Holders of any other series of Securities then Outstanding); provided, however, that the addition to or subtraction from or variation of Articles Four, Five, Six, Nine, Ten, Eleven, Twelve and Thirteen (and Section 1.01 insofar as it relates to the definition of certain terms as used in such Articles) with regard to the Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers' Certificate or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series without the consent of the Holders thereof. Except as modified in a Board Resolution, Officers' Certificate or supplemental indenture establishing a series of Securities, the Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Four. The Securities of all series shall rank on a parity in right of payment. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. SECTION 3.02. Denominations. The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. SECTION 3.03. Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Issuer by an officer of the Issuer. The signature of any such officer on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of an individual who was at any time an officer of the Issuer shall bind such Person notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Securities or did not hold such office at the date of issuance of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Issuer Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner's interest therein 19 upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner's interest in such permanent Global Security. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon the documents specified in Section 314 of the Trust Indenture Act, and, in addition: (1) a Board Resolution relating thereto, and if applicable, an appropriate record of any action taken pursuant to such Board Resolution, certified by the Secretary or Assistant Secretary of the Issuer, if applicable; (2) an executed supplemental indenture, if any; and (3) an Opinion of Counsel which shall state; (A) that the form and terms of such Securities have been established by or pursuant to Board Resolutions, by a supplemental indenture or by both such resolution or resolutions and such supplemental indenture in conformity with the provisions of this Indenture; (B) that the supplemental indenture, if any, when executed and delivered by the Issuer and the Trustee, will constitute a valid and legally binding obligation of the Issuer; and (C) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles, and will be entitled to the benefits of this Indenture. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution and the Officers' Certificate otherwise required pursuant to Section 3.01 or the Board Resolution and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. 20 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. SECTION 3.04. Temporary Securities. Pending the preparation of definitive Securities of any series, the Issuer may execute, and upon Issuer Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, reproduced or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. If temporary Securities of any series are issued, the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. SECTION 3.05. Registration, Registration of Transfer and Exchange Global Securities Representing the Securities. (a) The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuer in a Place of Payment being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and Stated Maturity. Except as otherwise provided in this Article Three, at the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of an equal aggregate principal amount, upon surrender of the 21 Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuer evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing with such signature guaranteed by a commercial bank reasonably acceptable to the Trustee or by a member of a national securities exchange. No service charge shall be made for any registration of transfer or exchange of Securities, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 10.06 or 12.07 not involving any transfer. The Issuer shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 12.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange of any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. (b) If the Issuer shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with Section 3.03 and the Issuer Order with respect to such series, authenticate and deliver one or more Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) unless otherwise provided for pursuant to Section 3.01, the Securities of such series shall be delivered by the Trustee or delivered or held pursuant to such Depositary's instruction, and (iv) shall bear a legend substantially to the following effect: "This Security 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 and until this Security is exchanged in whole or in part for Securities in definitive form." Each Depositary designated pursuant to Section 3.01 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under 22 the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable statute or regulation. If at any time the Depositary for the Securities of a series notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for Securities of a series shall no longer be a clearing agency registered and in good standing under the Exchange Act or other applicable statute or regulation (as required by this Section 3.05), the Issuer shall appoint a successor Depositary eligible under this Section 3.05 with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. If the Securities of any series shall have been issued in the form of one or more Global Securities and if an Event of Default with respect to the Securities of such series shall have occurred and be continuing, the Issuer may, and upon the request of the Trustee shall, promptly execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute and the Trustee shall authenticate and deliver, without charge: (i) to each Person specified by the Depositary a new Security or Securities of the same series, of any authorized denomination as requested by such Person in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (ii) to the Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to holders thereof. 23 Upon the exchange of a Global Security for Securities in definitive form, such Global Security shall be cancelled by the Trustee. Securities issued in exchange for a Global Security pursuant to this subSection (b) shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Issuer and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer or the Trustee that such Security has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. SECTION 3.07. Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 24 At the option of the Issuer, interest on the Securities of any series that bear interest may be paid by mailing a check to the address of the Person entitled thereto as such address shall appear in the Security Register. Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date ("Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in clause (1) or (2) below: (1) The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). (2) The Issuer may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this SECTION 3.07, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. 25 SECTION 3.08. Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.07) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Issuer, the Trustee or any agent of the Issuer or the Trustee shall be affected by notice to the contrary. SECTION 3.09. Cancellation. All Securities surrendered for payment, redemption, conversion, registration of transfer or exchange or for credit against any sinking fund payment or analogous obligation shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and promptly shall be cancelled by it and, if surrendered to the Trustee, shall be promptly cancelled by it. The Issuer may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Securities so delivered promptly shall be cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this SECTION, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with the Trustee's customary procedures unless directed by an Issuer Order. The acquisition of any Securities by the Issuer shall not operate as a redemption or satisfaction of the Indebtedness represented thereby unless and until such Securities are surrendered to the Trustee for cancellation. Permanent Global Securities shall not be destroyed until exchanged in full for definitive Securities or until payment thereon is made in full. SECTION 3.10. Computation of Interest. Except as otherwise specified as contemplated by SECTION 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a year of twelve 30-day months. SECTION 3.11. CUSIP Numbers. The Issuer in issuing the Securities 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 Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee of any change in the "CUSIP" numbers. 26 ARTICLE FOUR SUBORDINATION OF SECURITIES SECTION 4.01. Agreement To Subordinate. The Issuer agrees, and each Holder by accepting a Security of any series agrees, that the Indebtedness evidenced by the Securities is subordinated in right of payment, to the extent and in the manner provided in this Article Four, to the prior payment in full in cash of all Senior Indebtedness of the Issuer (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Issuer and shall rank senior to all existing and future Subordinated Indebtedness of the Issuer; and only Indebtedness of the Issuer that is Senior Indebtedness of the Issuer shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article Four shall be subject to Section 4.12. SECTION 4.02. Liquidation, Dissolution, Bankruptcy. Upon any distribution to creditors of the Issuer or any Guarantor in a liquidation or dissolution of the Issuer or any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuer or any Guarantor or any of their property, an assignment for the benefit of creditors or any marshaling of their assets and liabilities, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash of such Senior Indebtedness before the Holders shall be entitled to receive any payment with respect to the Securities, and until all Senior Indebtedness is paid in full in cash, any distribution to which the Holders would be entitled shall be made to the holders of Senior Indebtedness (except that Holders may receive (i) shares of Capital Stock and any Permitted Junior Securities and (ii) payments and other distributions made from the trusts described in Section 5.01). SECTION 4.03. Default on Senior Indebtedness. The Issuer shall not make any payment upon or in respect of the Securities (except that Holders may receive (i) shares of Capital Stock and any Permitted Junior Securities and (ii) payments and other distributions made from the trusts described in Section 5.01) until all Senior Indebtedness has been paid in full in cash if (i) a payment default on Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace in the indenture, agreement or other document governing such Designated Senior Indebtedness (a "Payment Default") or (ii) any other default occurs and is continuing with respect to Designated Senior Indebtedness that permits holders of the Designated Senior Indebtedness as to which such default relates to accelerate its maturity without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods (a "Non-Payment Default") and the Trustee receives a notice of such default (a "Payment Blockage Notice") from a representative of holders of such Designated Senior Indebtedness. Payments on the Securities may and shall be resumed (a) in the case of a Payment Default, upon the date on which such default is cured or waived and (b) in case of a Non-Payment Default, the earlier of (x) the date on which such nonpayment default is cured or waived or (y) 179 days after the date on which the 27 applicable Payment Blockage Notice is received (each such period, the "Payment Blockage Period"), unless the maturity of any Designated Senior Indebtedness has been accelerated. No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately preceding Payment Blockage Notice. No Non-Payment 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. SECTION 4.04. Acceleration of Payment of Securities. If payment of the Securities of any series is accelerated because of an Event of Default, the Issuer or the Trustee shall promptly notify the holders of the Designated Senior Indebtedness (or their Representative) of the acceleration. If any Designated Senior Indebtedness is outstanding, the Issuer shall not pay the Securities until five Business Days after such holders or the Representative of the Designated Senior Indebtedness receive notice of such acceleration and, thereafter, shall pay the Securities only if this Article Four otherwise permits payment at that time. SECTION 4.05. 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 Securities (except Permitted Junior Securities or payments and other distributions made from the trusts described in Section 5.01) when the payment is prohibited by this Article Four, 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 proper written request, to, the holders of Senior Indebtedness or their Representative, as their respective interests may appear, for application to the payment of all obligations with respect to Senior Indebtedness 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 Indebtedness. SECTION 4.06. Subrogation. After all Senior Indebtedness of the Issuer is paid in full and until the Securities are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to Senior Indebtedness. A distribution made under this Article Four to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the Issuer and Holders, a payment by the Issuer on the Securities. SECTION 4.07. Relative Rights. This Article Four defines the relative rights of Holders and holders of Senior Indebtedness of the Issuer. Nothing in this Indenture shall: (1) impair, as between the Issuer and Holders, the obligation of the Issuer, which is absolute and unconditional, to pay principal of and interest on and liquidated damages in respect of, the Securities in accordance with their terms; 28 (2) affect the relative rights of Holders of Securities and creditors of the Issuer, other than their rights in relation to holders of Senior Indebtedness; or (3) prevent the Trustee or any Holder from exercising its available remedies upon the occurrence of an Event of Default, subject to the rights of holders of Senior Indebtedness of the Issuer to receive distributions otherwise payable to Holders. SECTION 4.08. Subordination May Not Be Impaired by Issuer. No right of any holder of Senior Indebtedness of the Issuer to enforce the subordination of the Indebtedness evidenced by the Securities shall be impaired by any act or failure to act by the Issuer or by its failure to comply with this Indenture. SECTION 4.09. Rights of Trustee and Paying Agent. Notwithstanding Section 4.03, the Trustee or Paying Agent may continue to make payments on the Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than five Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article Four. The Issuer, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Issuer may give the notice; provided, however, that, if an issue of Senior Indebtedness of the Issuer has a Representative, only the Representative may give the notice. The Trustee in its individual or any other capacity may hold Senior Indebtedness of the Issuer with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article Four with respect to any Senior Indebtedness of the Issuer which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article Seven shall deprive the Trustee of any of its rights as such holder. Nothing in this Article Four shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. SECTION 4.10. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of the Issuer, the distribution may be made and the notice given to their Representative (if any). SECTION 4.11. Article Four Not to Prevent Events of Default or Limit Right to Accelerate. The failure to make a payment pursuant to the Securities by reason of any provision in this Article Four shall not be construed as preventing the occurrence of an Event of Default. Nothing in this Article Four shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Securities. 29 SECTION 4.12. Trust Money Not Subordinated. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article Five by the Trustee for the payment of principal of and interest on the Securities shall not be subordinated to the prior payment of any Senior Indebtedness of the Issuer or subject to the restrictions set forth in this Article Four, and none of the Holders shall be obligated to pay over any such amount to the Issuer or any holder of Senior Indebtedness of the Issuer or any other creditor of the Issuer. SECTION 4.13. Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article Four, the Trustee and the Holders shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 4.02 are pending, (ii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (iii) upon the Representatives for the holders of Senior Indebtedness of the Issuer for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Four. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Issuer to participate in any payment or distribution pursuant to this Article Four, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article Four, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.03 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article Four. SECTION 4.14. Trustee to Effectuate Subordination. Each Holder by accepting a Security of any series authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Issuer as provided in this Article Four and appoints the Trustee as attorney-in-fact for any and all such purposes. SECTION 4.15. Trustee Not Fiduciary for Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Issuer and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders or the Issuer or any other Person, money or assets to which any holders of Senior Indebtedness of the Issuer shall be entitled by virtue of this Article Four or otherwise. 30 SECTION 4.16. Reliance by Holders of Senior Indebtedness on Subordination Provisions. (a) Each Holder by accepting a Security of any series acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Issuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. (b) Without in any way limiting the generality of paragraph (a) of this SECTION, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article Four or the obligations hereunder of the Holders to the holders of Senior Indebtedness, do any one or more of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable in any manner for the collection of Senior Indebtedness; and (4) exercise or refrain from exercising any rights against the Issuer or any other Person. SECTION 4.17. Trustee's Compensation Not Prejudiced. Nothing in this Article Four shall apply to amounts due to the Trustee pursuant to other Sections of this Indenture. SECTION 4.18. Defeasance. The terms of this Article Four shall not apply to payments from money or the proceeds of U.S. Government Obligations held in trust by the Trustee for the payment of principal of and interest on the Securities pursuant to the provisions described in Section 5.03. ARTICLE FIVE SATISFACTION AND DISCHARGE; DEFEASANCE SECTION 5.01. Satisfaction and Discharge of Securities of any Series. The Issuer shall be deemed to have satisfied and discharged the entire indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtedness, when (a) either 31 (1) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, mutilated, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.03) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (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 Issuer or any Guarantor is a party or by which the Issuer is bound (c) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder and under the Securities; and (d) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire Indebtedness on all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a)(2) of this Section, the obligations of the Trustee under Sections 5.07 and 5.08 and the last paragraph of Section 11.03 shall survive such satisfaction and discharge. 32 SECTION 5.02. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at the option of its Board of Directors evidenced by a supplemental indenture or, at any time, by a Board Resolution set forth in an Officers' Certificate with respect to the Securities of any series, unless otherwise specified pursuant to Section 3.01 with respect to a particular series of Securities, elect to have either Section 5.03 or 5.04 be applied to all of the Outstanding Securities of that series upon compliance with the conditions set forth below in this Article Five. SECTION 5.03. Legal Defeasance and Discharge. Upon the Issuer's exercise under Section 5.02 of the option applicable to this Section 5.03, the Issuer and each Guarantor shall be deemed to have been discharged from its obligations with respect to all Outstanding Securities of the particular series and any coupons appertaining thereto on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuer shall be deemed to have paid and discharged all the obligations relating to the Outstanding Securities of that series, including any coupons appertaining thereto, and the Securities of that series, including any coupons appertaining thereto, shall thereafter be deemed to be "outstanding" only for the purposes of Sections 5.06 and 5.07 and the other Sections of this Indenture referred to below in this Section 5.03, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture and cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (ii) the rights, obligations, powers, trusts, duties and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding) and (iii) this Article Five and the obligations set forth in Section 5.06 hereof. Subject to compliance with this Article Five, the Issuer may exercise its option under Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Securities of a particular series and any coupons appertaining thereto. SECTION 5.04. Covenant Defeasance. Upon the Issuer's exercise under SECTION 5.02 of the option applicable to this Section 5.04, the Issuer shall be released from any obligations under the covenants contained in Sections 9.01, 11.04 (only with respect to Subsidiaries), 11.05, 11.06, 11.08 and 11.09 hereof or established pursuant to Sections 3.01 or 10.01 hereof with respect to the Outstanding Securities of the particular series on and after the date the conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Securities of that series and any coupons appertaining thereto 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 33 purposes hereunder. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Securities of that series and any coupons appertaining thereto, the Issuer 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 Event of Default under Section 6.01(4) or any Event of Default specified pursuant to Section 3.01 or 10.01. In addition, the events specified in Section 6.01(5) (with respect to Significant Subsidiaries) and Section 6.01(7) (with respect to Significant Subsidiaries) shall no longer constitute an Event of Default. Except as specified above, the remainder of this Indenture and the Securities of that series shall be unaffected thereby. SECTION 5.05. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 5.03 or Section 5.04 to the Outstanding Securities of a particular series: (a) the Issuer must irrevocably deposit, or cause to be irrevocably deposited, with the Trustee for the Securities of that series, in trust, for the benefit of the Holders of the Securities of that series, cash in the currency or currency unit in which the Securities of that series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of that series), U.S. Government Obligations or a combination thereof in such amounts as will be sufficient (without reinvestment) to pay the principal of, premium, if any, and interest, if any, due on the outstanding Securities of that series and any related coupons at the Stated Maturity, or on the applicable Redemption Date, as the case may be, with respect to the outstanding Securities of that series and any related coupons; (b) in the case of Legal Defeasance only, the Issuer shall have delivered to the Trustee for the Securities of that series (1) an Opinion of Counsel (reasonably acceptable to the Trustee) confirming that, subject to customary assumptions and exclusions, since the date on which Securities of such series were originally issued, there has been a change in the applicable U.S. Federal income tax law, to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities of that series will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. 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 or (2) a copy of a ruling or other formal statement or action to that effect received from or published by the U.S. Internal Revenue Service; (c) in the case of Covenant Defeasance only, the Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel (reasonably acceptable to the Trustee) confirming that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities of that series will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and 34 at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default with respect to the Securities of that series (other than any event resulting from the borrowing of funds to be applied to make such deposit) shall have occurred and be continuing on the date of such 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 (other than this Indenture) or instrument to which the Issuer is a party or by which the Issuer is bound; and (f) the Issuer shall have delivered to the Trustee for the Securities of that series an Officers' Certificate and an Opinion of Counsel (which opinion of counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. SECTION 5.06. Survival of Certain Obligations. Notwithstanding the satisfaction and discharge of the Securities of a particular series referred to in Sections 5.01, 5.02, 5.03, 5.04, or 5.05, the respective obligations of the Issuer and the Trustee for the Securities of a particular series under Sections 3.03, 3.04, 3.05, 3.06 and 3.09. Article Five, Article Seven, and Sections 6.08, 8.01, 8.02, 11.02, 11.03, 11.04 and 11.05 shall survive with respect to Securities of that series until the Securities of that series are no longer outstanding, and thereafter the obligations of the Issuer and the Trustee for the Securities of a particular series with respect to that series under Sections 5.07, 5.08 and 5.09 shall survive. Nothing contained in this Article Five shall abrogate any of the obligations or duties of the Trustee of any series of Securities under this Indenture. SECTION 5.07. Application of Trust Money. Subject to the provisions of the last paragraph of Section 11.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Sections 5.01 and 5.05 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer 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. Anything in this Article Five to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 5.01 or 5.05 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 5.05(a)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 35 SECTION 5.08. Repayment of Money Held by Trustee or Paying Agent. Any money deposited with the Trustee or any other Paying Agent remaining unclaimed by the Holders of any Securities for two years after the date upon which the principal of or premium or interest on such Securities shall have become due and payable, shall be repaid to the Issuer by the Trustee or any such other Paying Agent and such Holders shall thereafter be entitled to look to the Issuer only as general creditors for payment thereof (unless otherwise provided by law); provided, however, that, before the Trustee or any such other Paying Agent is required to make any such payment to the Issuer, the Trustee may, upon the request of the Issuer and at the expense of the Issuer, cause to be published once in an Authorized Newspaper a notice that such money remains unclaimed and that, after the date set forth in said notice, the balance of such money then unclaimed will be returned to the Issuer. SECTION 5.09. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article Five 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 Issuer's obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article Five until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article Five; provided that, if the Issuer or any Guarantor has made payments of principal of, or premium or interest on any Securities because of the reinstatement of its obligations, the Issuer or any Guarantor shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 36 ARTICLE SIX REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT SECTION 6.01. Events of Default. "Event of Default," wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) default in the payment of interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (whether or not such default shall be by reason of the operation of the provisions of Article Four); or (2) default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity (whether or not such default shall be by reason of the operation of the provisions of Article Four); or (3) default in the deposit of any sinking fund payment, if any, when and as due by the terms of any Security of that series (whether or not such default shall be by reason of the operation of the provisions of Article Four); or (4) failure by the Issuer or any of its Subsidiaries to comply with any covenant, representation, warranty or other agreement in this Indenture for 30 days after notice (a "Notice of Default") to the Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series; or (5) the Issuer or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its 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 37 (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Subsidiaries), would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a custodian of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Subsidiaries), would constitute a Significant Subsidiary or for all or substantially all of the property of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Subsidiaries), would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Subsidiaries), would constitute a Significant Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive days; or (7) any other Event of Default provided with respect to Securities of that series. SECTION 6.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding (other than of a type specified in Section 6.01(5) or (6)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable, anything in this Indenture or in any of the Securities of such series to the contrary notwithstanding; provided, however, that payment of principal of (and premium, if any) and interest on the Securities of such series shall remain subordinated to the extent provided in Article Four. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if (1) the Issuer has paid or deposited with the Trustee a sum sufficient to pay 38 (i) all overdue interest on all Securities of that series, (ii) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, and (iii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(5) or (6), all outstanding Securities shall IPSO FACTO become due and payable without further action or notice. SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if (1) default is made in the payment of interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (2) default is made in the payment of the principal of (or, premium, if any, on) any Security at the Maturity thereof, or (3) default is made in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due pursuant to the terms of any Security, the Issuer, upon demand of the Trustee, will pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal, including any sinking fund payment or analogous obligations (and premium, if any) and interest, if any, and to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any), and, in addition thereto, 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. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or any other obligor upon such Securities and 39 collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. SECTION 6.04. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Securities or the property of the Issuer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest, if any, owing and unpaid in respect of the Securities and to file such other papers or documents and take such other actions, including participating as a member, voting or otherwise, of any official committee of creditors appointed in such matter, 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 of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any money or other property payable or deliverable on any such claim and to distribute the same; 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 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. 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 Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding except as aforesaid, to vote for the election of a trustee in bankruptcy or similar person or to participate as a member, voting or otherwise, on any committee of creditors. 40 SECTION 6.05. Trustee May Enforce Claims without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. SECTION 6.06. Application of Money Collected. Subject to the provisions of Article Four, any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 7.07; SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively; and THIRD: To the payment of the remainder, if any, to the Issuer, its successors or assigns, or as a court of competent jurisdiction may direct. SECTION 6.07. Limitation on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than a majority in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 41 (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. SECTION 6.08. Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment (subject to the provisions of Article Four) of the principal of (and premium, if any) and (subject to Section 3.07) interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and the right to institute suit for the enforcement of any such payment and such rights shall not be impaired without the consent of such Holder. SECTION 6.09. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. SECTION 6.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 6.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 42 SECTION 6.12. Control by Holders. The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of the Securities of such series not taking part in such direction, or to the Holders of the Securities of any other series, and (c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. SECTION 6.13. Waiver of Past Defaults. Subject to Section 6.02, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default (1) in the payment of the principal of (or premium, if any) or interest on any Security of such series, or (2) in respect of a covenant or provision hereof which under Article Ten cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 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. SECTION 6.14. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, 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, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to 43 any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). SECTION 6.15. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. ARTICLE SEVEN THE TRUSTEE SECTION 7.01. Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) 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; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture but need not verify the accuracy of the contents thereof or whether procedures specified by or pursuant to the provisions of this Indenture have been followed in the preparation thereof. (b) In case 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this subsection shall not be construed to limit the effect of Subsection (a) of this Section; 44 (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided in SECTION 6.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and (5) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. SECTION 7.02. Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking fund or analogous obligation installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities of such series; and provided, further, that in the case of any default of the character specified in Section 6.01(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. SECTION 7.03. Certain Rights of Trustee. Subject to the provisions of Section 7.01: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties (whether in original or facsimile form); 45 (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by a Issuer Request or Issuer Order or similar document and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate; (d) 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 in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) 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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) 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 may see 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 Issuer, personally or by agent or attorney, at the expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; (h) the Trustee shall not be deemed to have notice or knowledge of any matter unless a Responsible Officer assigned to and working in the Trustee's corporate trust department has actual knowledge thereof or unless written notice thereof is received by the Trustee at the Corporate Trust Office and such notice references the Securities generally, the Issuer or this Indenture. Whenever reference is made in this Indenture to an Event of Default, such reference shall, insofar as determining any liability on the part of the Trustee is concerned, be construed to refer only to an Event of Default of which the Trustee is deemed to have knowledge in accordance with this paragraph; (i) the permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be construed as a duty; 46 (j) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (k) 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; (l) unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer or any Guarantor shall be sufficient if signed by an Officer of the Issuer or such Guarantor; and (m) the Trustee may request that the Issuer 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. SECTION 7.04. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee's certificate of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer of Securities or the proceeds thereof. SECTION 7.05. May Hold Securities. The Trustee, any Paying Agent, any Security Registrar or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 7.08 and 7.13, may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent. SECTION 7.06. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder. SECTION 7.07. Compensation and Reimbursement. The Issuer agrees (1) to pay to the Trustee from time to time such compensation as the parties shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 47 (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct; and (3) to fully indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold it harmless against, any and all loss, liability, claim, damage or expense including taxes (other than taxes based upon the income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses, including reasonable attorneys' fees, of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Issuer under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the benefit of the Holders of particular Securities. If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in clause (5) or (6) of Section 6.01, the expenses and the compensation for the services will be intended to constitute expenses of administration under Bankruptcy Law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture. SECTION 7.08. Disqualification; Conflicting Interests. The Trustee for the Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the period of time provided for therein. In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall be excluded for purposes of such determination this Indenture with respect to Securities of any particular series of Securities other than that series. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act. SECTION 7.09. Corporate Trustee Required; Eligibility. There shall at all times be a corporate Trustee hereunder which complies with the requirements of Section 310(a) of the Trust Indenture Act, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and having its Corporate Trust Office in the Borough of Manhattan, The City of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee 48 shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. SECTION 7.10. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 7.11. (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Issuer. If the instrument of acceptance by a successor Trustee required by Section 7.11 shall not have been delivered to the Trustee within 10 days after the giving of such notice of resignation, the resigning Trustee at the expense of the Issuer may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Issuer. (d) If the instrument of acceptance by a successor Trustee required by Section 7.11 shall not have been delivered to the Trustee within 10 calendar days after the giving of such notice of removal, the Trustee being removed may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (e) If at any time: (1) the Trustee shall fail to comply with Section 7.08 after written request therefor by the Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, or (2) the Trustee shall cease to be eligible under Section 7.09 and shall fail to resign after written request therefor by the Issuer or by any such Holder, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Issuer by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 6.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. (f) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the Securities of one or 49 more series, the Issuer, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 7.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 7.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Issuer. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner required by Section 7.11, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (g) The Issuer shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event to all Holders of Securities of such series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. SECTION 7.11. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Issuer, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the 50 rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Issuer or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. (c) Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. SECTION 7.13. Preferential Collection of Claims Against Issuer. The Trustee is subject to Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein. 51 ARTICLE EIGHT HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER SECTION 8.01. Issuer to Furnish Trustee Names and Addresses of Holders. The Issuer will furnish or cause to be furnished to the Trustee (a) semi-annually, either (i) not later than June 1 and November 1 in each year in the case of Original Issue Discount Securities of any series which by their terms do not bear interest prior to Maturity, or (ii) not more than 15 days after each Regular Record Date in the case of Securities of any other series, a list, each in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of the preceding June 1 or November 1 or as of such Regular Record Date, as the case may be; and (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee is the Security Registrar with respect to Securities of any series, no such lists need be furnished. SECTION 8.02. Preservation of Information; Communications to Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 8.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 8.01 upon receipt of a new list so furnished. (b) The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities and the corresponding rights and duties of the Trustee shall be provided by the Trust Indenture Act. (c) Every Holder of Securities, by receiving and holding the same, agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee nor any agent of either of them shall be held responsible by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 8.02(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 8.02(b). SECTION 8.03. Reports by Trustee. Within 60 days after the first May 15th occurring subsequent to the initial issuance of Securities hereunder and within 60 days after each May 15th occurring thereafter, the Trustee shall transmit by mail to the Holders, as hereinafter provided, a brief report (but in no event shall such report be transmitted more than twelve months after the date of the initial issuance of the 52 Securities in the case of the first such report and at stated intervals of more than twelve months in the case of each subsequent report) dated as of May 15th that complies with Section 3.13(a) of the Trust Indenture Act (but, if no event described in Section 3.13 of the Trust Indenture Act has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee also shall transmit by mail all reports as required by Trust Indenture Act Section 313(c). A copy of each report at the time of its mailing to Holders shall be filed with the Commission and each stock exchange on which the Securities are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall notify the Trustee when the Securities are listed on any stock exchange or delisted therefrom. ARTICLE NINE CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 9.01. Merger, Consolidation, etc. Only on Certain Terms. The Issuer shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (1) the Issuer shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer under this Indenture and the Securities and immediately after such transaction no Event of Default shall have happened or be continuing; and (2) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. SECTION 9.02. Successor Corporation Substituted. Upon any consolidation by the Issuer with or merger by the Issuer into any other Person or any conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with Section 9.01, the successor Person formed by such consolidation or into which the Issuer is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Securities. 53 ARTICLE TEN SUPPLEMENTAL INDENTURES SECTION 10.01. Supplemental Indentures without Consent of Holders. Without the consent of any Holders, the Issuer when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Issuer and the assumption by any such successor of the covenants of the Issuer herein and in the Securities (pursuant to Article Nine, if applicable); or (2) to add to the covenants of the Issuer for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Issuer; or (3) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to provide for uncertificated Securities (so long as any "registration-required obligation" within the meaning of Section 163(f)(2) of the Internal Revenue Code of 1986, as amended, is in registered form for purposes of such Section); or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.11(b); or 54 (9) to cure any ambiguity, defect or inconsistency to correct or supplement any provision herein which may be inconsistent with any other provision herein, to eliminate any conflict between the terms hereof and the Trust Indenture Act or to make any other provision with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect. SECTION 10.02. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Issuer and the Trustee, the Issuer, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provision to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or adversely affect any right of repayment at the option of the Holder of any Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or make the Securities payable in money other than that stated in the Security, in each case other than the amendment or waiver in accordance with the terms of this Indenture of any covenant or related definition included pursuant to Section 3.01 that provides for an offer to repurchase any Securities of a series upon a sale of assets or change of control transaction, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 6.13 or Section 11.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with 55 respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. SECTION 10.03. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, in addition to the documents required by Section 1.02 hereof, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee in its sole discretion may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. SECTION 10.04. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. SECTION 10.05. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. SECTION 10.06. Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. SECTION 10.07. Notice of Supplemental Indenture. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to Section 10.02, the Issuer shall transmit, in the manner and to the extent provided in Section 1.05, to all Holders of any series of the Securities affected thereby, a notice setting forth in general terms the substance of such supplemental indenture. 56 ARTICLE ELEVEN COVENANTS SECTION 11.01. Payment of Principal, Premium and Interest. The Issuer covenants and agrees for the benefit of the Holders of Securities of each series that it will duly and punctually pay the principal of (and premium, if any) and interest, if any, on the Securities of that series in accordance with the terms of the Securities of that series and this Indenture. SECTION 11.02. Maintenance of Office or Agency. The Issuer will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be surrendered for registration of transfer and exchange, where notices and demands to or upon the Issuer in respect of the Securities of that series and this Indenture may be served and where the Securities may be presented for payment. The Issuer will 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 Issuer 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, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Issuer may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Issuer will 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. SECTION 11.03. Money for Securities Payments to Be Held in Trust. If the Issuer shall at any time act as Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest, if any, on the Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act or of any failure by the Issuer (or by any other obligor on the Securities of that series) to make any payment of the principal of (and premium, if any) or interest, if any, on the Securities of such series when the same shall be due and payable. Whenever the Issuer shall have one or more Paying Agents for any series of Securities, it will, prior to 10:00 a.m. New York time on each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due, such 57 sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act. If the Issuer shall appoint a Paying Agent other than the Trustee for any series of Securities, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest, if any, on the Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee notice of any default by the Issuer (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if any) or interest, if any, on the Securities of that series; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge with respect to one or more or all series of Securities hereunder or for any other reason, pay or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust for any such series by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series 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 Issuer on Issuer Request subject to applicable abandoned property and escheat law, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once a week for two consecutive weeks (in each case on any day of the week) in an Authorized Newspaper 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 publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. 58 SECTION 11.04. Corporate Existence. Subject to Article Nine, the Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. SECTION 11.05. Payment of Taxes and Other Claims. The Issuer 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 Securities. SECTION 11.06. Maintenance of Properties. The Issuer will cause all its properties used or useful in the conduct of its business to be maintained and kept in reasonably good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Issuer may be necessary so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section shall prevent the Issuer from discontinuing the operation or maintenance of any of its properties if such discontinuance is, in the judgment of the Issuer desirable in the conduct of its business and not disadvantageous in any material respect to the Holders of the Securities of any series. SECTION 11.07. Waiver of Certain Covenants. The Issuer may omit in any particular instance to comply with any term, provision or condition set forth in Sections 11.04, 11.05 and 11.06 or established pursuant to Section 3.01 or 10.01, with respect to the Securities of any series, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. SECTION 11.08. Statement by Officers as to Default. The Issuer will, within 120 days after the close of each fiscal year, commencing with the first fiscal year following the issuance of Securities of any series under this Indenture, file with the Trustee a certificate of the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer, covering the period from the date of issuance of such Securities to the end of the fiscal year in which such Securities were issued, in the case of the first such certificate, and covering the preceding fiscal year in the case of each subsequent certificate, and stating whether or not, to the knowledge of the signer, the Issuer has complied with all conditions and covenants on its part contained in this Indenture, and, if the signer has obtained knowledge of any default by the Issuer in the performance, observance or fulfillment of any such condition or covenant, specifying each such default and the nature thereof. For the 59 purpose of this Section 11.08, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture. SECTION 11.09. Reports by the Issuer. The Issuer and each Guarantor, if applicable, shall: (1) file with the Trustee, within 15 days after the Issuer or such Guarantor is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations (it being understood that any Guarantor not required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall not be required to file such reports with the SEC or Trustee); and (3) transmit by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Issuer or any Guarantor pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. Delivery of such reports, information and documents to the Trustee is 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 Issuer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers' Certificates). SECTION 11.10. Further Assurances. From time to time whenever reasonably demanded by the Trustee, the Issuer will make, execute and deliver or cause to be made, executed and delivered any and all such further and other instruments and assurances as may be reasonably necessary or proper to carry out the intention or facilitate the performance of the terms of this Indenture. 60 ARTICLE TWELVE REDEMPTION OF SECURITIES SECTION 12.01. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article. SECTION 12.02. Election to Redeem; Notice to Trustee. The election of the Issuer to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Issuer of the Securities of any series, the Issuer shall, at least 45 days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Issuer shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction. SECTION 12.03. Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series; provided, however, that Securities of such series registered in the name of the Issuer shall be excluded from any such selection for redemption until all Securities of such series not so registered shall have been previously selected for redemption. The Trustee shall promptly notify the Issuer in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. SECTION 12.04. Notice of Redemption. Notice of redemption shall be given not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. 61 All notices of redemption shall identify the Securities to be redeemed (including CUSIP numbers) and shall state: (1) the Redemption Date, (2) the Redemption Price, (3) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed, (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, (5) that interest, if any, accrued to the date fixed for redemption will be paid as specified in said notice, (6) the place or places where such Securities are to be surrendered for payment of the Redemption Price, and (7) that the redemption is for a sinking fund, if such is the case. Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer's request, by the Trustee in the name and at the expense of the Issuer. No such notice shall be given at any time when the Issuer or the Trustee shall have received notice that there exists a default specified in the first paragraph of Section 4.03 or that such a default will exist at the date fixed for such redemption or as a result of such redemption. SECTION 12.05. Deposit of Redemption Price. Prior to 10:00 a.m. New York time on any Redemption Date, the Issuer shall deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as Paying Agent, segregate and hold in trust as provided in Section 11.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. SECTION 12.06. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Issuer at the Redemption Price, together with accrued interest to the Redemption Date, provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor 62 Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. SECTION 12.07. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the security so surrendered. Securities in denominations larger than $1,000 may be redeemed in part, but only in whole multiples of $1,000. SECTION 12.08. Securities No Longer Outstanding After Notice to Trustee and Deposit of Cash. If the Issuer, having given notice to the Trustee as provided in Section 12.02, shall have deposited with the Trustee or a Paying Agent, for the benefit of the Holders of any Securities of any series or portions thereof called for redemption in whole or in part cash or other form of payment if permitted by the terms of such Securities (which amount shall be immediately due and payable to the Holders of such Securities or portions thereof), in the amount necessary so to redeem all such Securities or portions thereof on the Redemption Date and provision satisfactory to the Trustee shall have been made for the giving of notice of such redemption, such Securities or portions thereof, shall thereupon, for all purposes of this Indenture, be deemed to be no longer Outstanding, and the Holders thereof shall be entitled to no rights thereunder or hereunder, except the right to receive payment of the Redemption Price, together with interest accrued to the Redemption Date, on or after the Redemption Date of such Securities or portions thereof. ARTICLE THIRTEEN SINKING FUNDS SECTION 13.01. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities of such series. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount provided for by the terms of Securities of any series 63 is herein referred to as an "optional sinking fund payment." If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 13.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities. The Issuer (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Issuer pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited pursuant to the terms of such Securities. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. SECTION 13.03. Redemption of Securities for Sinking Fund. Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Issuer will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 13.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 12.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Issuer in the manner provided in Section 12.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 12.06 and 12.07. ARTICLE FOURTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS SECTION 14.01. Exemption from Individual Liability. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Issuer or any Guarantor, or of any successor Person, either directly or through the Issuer or any Guarantor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this 64 Indenture and the obligations issued hereunder are solely corporate obligations of the Issuer and any Guarantor, as applicable, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Issuer or any Guarantor, or of any successor Person, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Securities. ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES SECTION 15.01. Purposes of Meetings. A meeting of Holders of Securities of all or any series may be called at any time and from time to time pursuant to the provisions of this Article for any of the following purposes: (1) to give any notice to the Issuer or to the Trustee, or to give any directions to the Trustee, or to waive any default hereunder and its consequences, or to take any other action authorized to be taken by the Holders of Securities pursuant to any of the provisions of Article Six; (2) to remove the Trustee and appoint a successor Trustee pursuant to the provisions of Article Seven; (3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or (4) to take any other action authorized to be taken by or on behalf of the Holders of any specified percentage in aggregate principal amount of the Securities of all or any series, as the case may be, under any other provision of this Indenture or under applicable law. SECTION 15.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of Holders of Securities of all or any series to take any action specified in Section 15.01, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall determine. Notice of every meeting of the Holders of Securities of all or any series, setting forth the time and place of such meeting and in general terms the action proposed to be taken 65 at such meeting, shall be given to all Holders of Securities of each series that may be affected by the action proposed to be taken at such meeting by publication at least twice in an Authorized Newspaper prior to the date fixed for the meeting, the first publication to be not less than 20 nor more than 180 days prior to the date fixed for the meeting, and the last publication to be not more than five days prior to the date fixed for the meeting, or such notice may be given to Holders by mailing the same by first class mail, postage prepaid, to the Holders of Securities at the time Outstanding, at their addresses as they shall appear in the Security Register, not less than 20 nor more than 60 days prior to the date fixed for the meeting. Failure to receive such notice or any defect therein shall in no case affect the validity of any action taken at such meeting. Any meeting of Holders of Securities of all or any series shall be valid without notice if the Holders of all such Securities Outstanding, the Issuer and the Trustee are present in person or by proxy or shall have waived notice thereof before or after the meeting. SECTION 15.03. Call of Meetings by Issuer or Holders. In case at any time the Issuer by Board Resolution, or the Holders of at least 10% in aggregate principal amount of the Securities then Outstanding of each series that may be affected by the action proposed to be taken at the meeting shall have requested the Trustee to call a meeting of Holders of Securities of all series that may be so affected to take any action authorized in Section 15.01 by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed or made the first publication of the notice of such meeting within 30 days after receipt of such request, then the Issuer or the Holders in the amount above specified may determine the time and the place in the Borough of Manhattan, The City of New York for such meeting and may call such meeting by mailing or publishing notice thereof as provided in Section 15.02. SECTION 15.04. Qualification for Voting. To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Securities of a series affected by the action proposed to be taken, or (b) be a Person appointed by an instrument in writing as proxy by the Holder of one or more such Securities. The right of Holders to have their votes counted shall be subject to the proviso in the definition of "Outstanding" in Section 1.01. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Issuer and its counsel. SECTION 15.05. Quorum; Adjourned Meetings. At any meeting of Holders, the presence of Persons holding or representing Securities in an aggregate principal amount sufficient to take action on the business for the transaction of which such meeting was called shall be necessary to constitute a quorum. No business shall be transacted in the absence of a quorum unless a quorum is represented when the meeting is called to order. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of the Holders of Securities (as provided in Section 15.03), be dissolved. In any other case the Persons holding or representing a majority in aggregate principal amount of the Securities represented at the meeting may adjourn such a meeting for a period of not less than 10 days with the same effect, 66 for all intents and purposes, as though a quorum had been present. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be similarly further adjourned for a period of not less than 10 days. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 15.02 except that, in the case of publication, such notice need be published only once but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened, and in the case of mailing, such notice may be mailed not less than five days prior to such date. Any Holder of a Security who has executed an instrument in writing complying with the provisions of Section 1.04 shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided, however, that such Holder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of the Holders of Securities of any series duly held in accordance with this Section shall be binding on all Holders of such series of Securities whether or not present or represented at the meeting. SECTION 15.06. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Issuer or by Holders of Securities as provided in Section 15.03, in which case the Issuer or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting. At any meeting each Holder of a Security of a series entitled to vote at such meeting, or proxy therefor, shall be entitled to one vote for each $1,000 principal amount (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in the definition of "Outstanding") of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote except as a Holder of Securities of such series or proxy therefor. Any meeting of Holders of Securities duly called pursuant to the provisions of Section 15.02 or 15.03 at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. SECTION 15.07. Voting Procedure. The vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures of the Holders of Securities entitled to 67 vote at such meeting, or proxies therefor, and on which shall be inscribed an identifying number or numbers or to which shall be attached a list of identifying numbers of the Securities so held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders of Securities shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed or published as provided in Section 15.02 and, if applicable, Section 15.05. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Issuer and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. SECTION 15.08. Written Consent in Lieu of Meetings. The written authorization or consent by the Holders of the requisite percentage in aggregate principal amount of Securities of any series herein provided, entitled to vote at any such meeting, evidenced as provided in Section 1.04 and filed with the Trustee, shall be effective in lieu of a meeting of the Holders of Securities of such series, with respect to any matter provided for in this Article Fifteen. SECTION 15.09. No Delay of Rights by Meeting. Nothing contained in this Article shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders of Securities of any or all series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or the Holders of Securities of any or all such series under any provisions of this Indenture or the Securities. ARTICLE SIXTEEN MISCELLANEOUS SECTION 16.01. Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. _________________________ hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above. WCI COMMUNITIES, INC. By: _______________________ Name: Title: _______________, as Trustee By: _______________________ Name: Title: EX-4.3 4 y08497exv4w3.txt FORM OF SUBORDINATED NOTE INDENTURE EXHIBIT 4.3 ================================================================================ WCI COMMUNITIES, INC., Issuer and ________________, Trustee ----------------- Indenture Dated as of __________ --------------------- Subordinated Debt Securities ================================================================================ TABLE OF CONTENTS
PAGE ---- RECITALS OF THE ISSUER........................................................................................... 1 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION............................................. 1 Section 1.01. Definitions............................................................................. 1 Section 1.02. Compliance Certificates and Opinions.................................................... 10 Section 1.03. Form of Documents Delivered to Trustee.................................................. 10 Section 1.04. Acts of Holders......................................................................... 11 Section 1.05. Notices, etc. to Trustee and Issuer..................................................... 12 Section 1.06. Notice to Holders; Waiver............................................................... 12 Section 1.07. Conflict with Trust Indenture Act....................................................... 13 Section 1.08. Effect of Headings and Table of Contents................................................ 13 Section 1.09. Successors and Assigns.................................................................. 13 Section 1.10. Separability Clause..................................................................... 13 Section 1.11. Benefits of Indenture................................................................... 13 Section 1.12. Governing Law........................................................................... 13 Section 1.13. Legal Holidays.......................................................................... 13 Section 1.14. Waiver of Jury Trial.................................................................... 14 ARTICLE TWO SECURITY FORMS....................................................................................... 14 Section 2.01. Forms Generally......................................................................... 14 Section 2.02. Form of Trustee's Certificate of Authentication......................................... 14 Section 2.03. Securities in Global Form............................................................... 15 ARTICLE THREE THE SECURITIES..................................................................................... 15 Section 3.01. Amount Unlimited; Issuable in Series.................................................... 15 Section 3.02. Denominations........................................................................... 17
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PAGE ---- Section 3.03. Execution, Authentication, Delivery and Dating.......................................... 18 Section 3.04. Temporary Securities.................................................................... 19 Section 3.05. Registration, Registration of Transfer and Exchange Global Securities Representing the Securities............................................................. 20 Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities........................................ 22 Section 3.07. Payment of Interest; Interest Rights Preserved.......................................... 23 Section 3.08. Persons Deemed Owners................................................................... 24 Section 3.09. Cancellation............................................................................ 24 Section 3.10. Computation of Interest................................................................. 25 Section 3.11. CUSIP Numbers........................................................................... 25 ARTICLE FOUR SUBORDINATION OF SECURITIES......................................................................... 25 Section 4.01. Agreement To Subordinate................................................................ 25 Section 4.02. Liquidation, Dissolution, Bankruptcy.................................................... 25 Section 4.03. Default on Senior Indebtedness.......................................................... 26 Section 4.04. Acceleration of Payment of Securities................................................... 26 Section 4.05. When Distribution Must Be Paid Over..................................................... 26 Section 4.06. Subrogation............................................................................. 27 Section 4.07. Relative Rights......................................................................... 27 Section 4.08. Subordination May Not Be Impaired by Issuer............................................. 27 Section 4.09. Rights of Trustee and Paying Agent...................................................... 27 Section 4.10. Distribution or Notice to Representative................................................ 28 Section 4.11. Article Four Not to Prevent Events of Default or Limit Right to Accelerate.............. 28 Section 4.12. Trust Money Not Subordinated............................................................ 28 Section 4.13. Trustee Entitled to Rely................................................................ 28 Section 4.14. Trustee to Effectuate Subordination..................................................... 29
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PAGE ---- Section 4.15. Trustee Not Fiduciary for Holders of Senior Indebtedness................................ 29 Section 4.16. Reliance by Holders of Senior Indebtedness on Subordination Provisions.................. 29 Section 4.17. Trustee's Compensation Not Prejudiced................................................... 29 Section 4.18. Defeasance.............................................................................. 29 ARTICLE FIVE SATISFACTION AND DISCHARGE; DEFEASANCE.............................................................. 30 Section 5.01. Satisfaction and Discharge of Securities of any Series.................................. 30 Section 5.02. Option to Effect Legal Defeasance or Covenant Defeasance................................ 31 Section 5.03. Legal Defeasance and Discharge.......................................................... 31 Section 5.04. Covenant Defeasance..................................................................... 32 Section 5.05. Conditions to Legal or Covenant Defeasance.............................................. 32 Section 5.06. Survival of Certain Obligations......................................................... 33 Section 5.07. Application of Trust Money.............................................................. 33 Section 5.08. Repayment of Money Held by Trustee or Paying Agent...................................... 34 Section 5.09. Reinstatement........................................................................... 34 ARTICLE SIX REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT.............................................. 35 Section 6.01. Events of Default....................................................................... 35 Section 6.02. Acceleration of Maturity; Rescission and Annulment...................................... 36 Section 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee......................... 37 Section 6.04. Trustee May File Proofs of Claim........................................................ 38 Section 6.05. Trustee May Enforce Claims without Possession of Securities............................. 39 Section 6.06. Application of Money Collected.......................................................... 39 Section 6.07. Limitation on Suits..................................................................... 39 Section 6.08. Unconditional Right of Holders to Receive Principal, Premium and Interest............... 40
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PAGE ---- Section 6.09. Restoration of Rights and Remedies...................................................... 40 Section 6.10. Rights and Remedies Cumulative.......................................................... 40 Section 6.11. Delay or Omission Not Waiver............................................................ 40 Section 6.12. Control by Holders...................................................................... 41 Section 6.13. Waiver of Past Defaults................................................................. 41 Section 6.14. Undertaking for Costs................................................................... 41 Section 6.15. Waiver of Stay or Extension Laws........................................................ 42 ARTICLE SEVEN THE TRUSTEE........................................................................................ 42 Section 7.01. Certain Duties and Responsibilities..................................................... 42 Section 7.02. Notice of Defaults...................................................................... 43 Section 7.03. Certain Rights of Trustee............................................................... 43 Section 7.04. Not Responsible for Recitals or Issuance of Securities.................................. 45 Section 7.05. May Hold Securities..................................................................... 45 Section 7.06. Money Held in Trust..................................................................... 45 Section 7.07. Compensation and Reimbursement.......................................................... 45 Section 7.08. Disqualification; Conflicting Interests................................................. 46 Section 7.09. Corporate Trustee Required; Eligibility................................................. 46 Section 7.10. Resignation and Removal; Appointment of Successor....................................... 47 Section 7.11. Acceptance of Appointment by Successor.................................................. 48 Section 7.12. Merger, Conversion, Consolidation or Succession to Business............................. 49 Section 7.13. Preferential Collection of Claims Against Issuer........................................ 49 ARTICLE EIGHT HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER................................................... 50 Section 8.01. Issuer to Furnish Trustee Names and Addresses of Holders................................ 50 Section 8.02. Preservation of Information; Communications to Holders.................................. 50 Section 8.03. Reports by Trustee...................................................................... 50
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PAGE ---- ARTICLE NINE CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE................................................ 51 Section 9.01. Merger, Consolidation, etc. Only on Certain Terms...................................... 51 Section 9.02. Successor Corporation Substituted...................................................... 51 ARTICLE TEN SUPPLEMENTAL INDENTURES.............................................................................. 52 Section 10.01. Supplemental Indentures without Consent of Holders..................................... 52 Section 10.02. Supplemental Indentures with Consent of Holders........................................ 53 Section 10.03. Execution of Supplemental Indentures................................................... 54 Section 10.04. Effect of Supplemental Indentures...................................................... 54 Section 10.05. Conformity with Trust Indenture Act.................................................... 54 Section 10.06. Reference in Securities to Supplemental Indentures..................................... 54 Section 10.07. Notice of Supplemental Indenture....................................................... 54 ARTICLE ELEVEN COVENANTS......................................................................................... 55 Section 11.01. Payment of Principal, Premium and Interest............................................. 55 Section 11.02. Maintenance of Office or Agency........................................................ 55 Section 11.03. Money for Securities Payments to Be Held in Trust...................................... 55 Section 11.04. Corporate Existence.................................................................... 57 Section 11.05. Payment of Taxes and Other Claims...................................................... 57 Section 11.06. Maintenance of Properties.............................................................. 57 Section 11.07. Waiver of Certain Covenants............................................................ 57 Section 11.08. Statement by Officers as to Default.................................................... 57 Section 11.09. Reports by the Issuer.................................................................. 58 Section 11.10. Further Assurances..................................................................... 58 ARTICLE TWELVE REDEMPTION OF SECURITIES.......................................................................... 59 Section 12.01. Applicability of Article............................................................... 59 Section 12.02. Election to Redeem; Notice to Trustee.................................................. 59
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PAGE ---- Section 12.03. Selection by Trustee of Securities to Be Redeemed...................................... 59 Section 12.04. Notice of Redemption................................................................... 60 Section 12.05. Deposit of Redemption Price............................................................ 60 Section 12.06. Securities Payable on Redemption Date.................................................. 60 Section 12.07. Securities Redeemed in Part............................................................ 61 Section 12.08. Securities No Longer Outstanding After Notice to Trustee and Deposit of Cash........... 61 ARTICLE THIRTEEN SINKING FUNDS................................................................................... 62 Section 13.01. Applicability of Article............................................................... 62 Section 13.02. Satisfaction of Sinking Fund Payments with Securities.................................. 62 Section 13.03. Redemption of Securities for Sinking Fund.............................................. 62 ARTICLE FOURTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS................................. 63 Section 14.01. Exemption from Individual Liability.................................................... 63 ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES................................................................ 63 Section 15.01. Purposes of Meetings................................................................... 63 Section 15.02. Call of Meetings by Trustee............................................................ 64 Section 15.03. Call of Meetings by Issuer or Holders.................................................. 64 Section 15.04. Qualification for Voting............................................................... 64 Section 15.05. Quorum; Adjourned Meetings............................................................. 65 Section 15.06. Regulations............................................................................ 65 Section 15.07. Voting Procedure....................................................................... 66 Section 15.08. Written Consent in Lieu of Meetings.................................................... 66 Section 15.09. No Delay of Rights by Meeting.......................................................... 66 ARTICLE SIXTEEN MISCELLANEOUS.................................................................................... 67 Section 16.01. Counterparts........................................................................... 67
vi Reconciliation and Tie between Indenture, dated as of _______________ and Trust Indenture Act of 1939, as amended
Trust Indenture Indenture Act Section Section - --------------- ----------- 310(a)(1)................................................................... 7.09 (a)(2)................................................................... 7.09 (a)(3)................................................................... Not applicable (a)(4)................................................................... Not applicable (a)(5)................................................................... 7.09 (b)...................................................................... 7.08, 7.10 311(a)...................................................................... 7.13 (b)...................................................................... 7.13 (c)...................................................................... Not applicable 312(a)...................................................................... 8.01, 8.02(a) (b)...................................................................... 8.02(b) (c)...................................................................... 8.02(c) 313(a)...................................................................... 8.03 (b)(1)................................................................... Not applicable (b)(2)................................................................... 8.03 (c)...................................................................... 8.03 (d)...................................................................... 8.03 314(a)...................................................................... 11.09 (a)(4)................................................................... 11.08 (b)...................................................................... Not applicable (c)(1)................................................................... 1.02 (c)(2)................................................................... 1.02 (c)(3)................................................................... Not applicable (d)...................................................................... Not applicable (e)...................................................................... 1.02 315(a)...................................................................... 7.01(a) (b)...................................................................... 7.02 (c)...................................................................... 7.01(b) (d)(1)................................................................... 7.01(a) (d)(2)................................................................... 7.01(c) (d)(3)................................................................... 7.01(c) (e)...................................................................... 6.14 316(a)(1)(A)................................................................ 6.12 (a)(1)(B)................................................................ 6.13 (a)(2)................................................................... Not applicable (b)...................................................................... 6.08 (c)...................................................................... 1.04(e)
317(a)(1)................................................................... 6.03 (a)(2)................................................................... 6.04 (b)...................................................................... 11.03 318(a)...................................................................... 1.07
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture. INDENTURE, dated as of __________, between WCI COMMUNITIES, INC., a Delaware corporation, as issuer (the "Issuer"), and ______________, a __________ banking corporation, as trustee (the "Trustee"). RECITALS OF THE ISSUER The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its secured or unsecured subordinated debentures, notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as in this Indenture provided. All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (b) all other terms used herein which are defined in the Trust Indenture Act or by Commission rule under the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; and (d) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. "Act" when used with respect to any Holder, has the meaning specified in Section 1.04. 2 "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. "Authorized Newspaper" shall mean a newspaper of general circulation in the Borough of Manhattan, The City of New York, and customarily published on each Business Day, currently expected to be The Wall Street Journal (National Edition). Where successive publications are required to be made in an Authorized Newspaper, the successive publications may be made in the same or different newspapers meeting the foregoing requirements and in each case on any Business Day. "Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978 as amended, or any similar United States federal or state law relating to relief of debtors or any amendment to, succession to or change in any such law. "Board of Directors" means either the board of directors of the Issuer or any committee of that board duly authorized to act hereunder. "Board Resolution" means a copy of a resolution or resolutions certified by the Secretary or an Assistant Secretary of the Issuer to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. "Business Day" when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law to close. "Capital Stock" means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) 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. "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. "CDD Obligations" means any direct obligations of the Issuer or any Subsidiary to repay or guarantee shortfalls in payments of bond financing issued by community development districts and local government districts to construct infrastructure improvements, to 3 the extent that such obligation is reflected as an obligation of the consolidated balance sheet of the Issuer and its Subsidiaries in accordance with GAAP. "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Construction Loan Agreement" means that certain second consolidated, amended and restated revolving credit construction loan agreement dated as of December 31, 2004 by and among the Issuer, Wachovia Bank, N.A. and the other parties named therein, providing for up to $290.0 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. "Corporate Trust Office" means the principal office of the Trustee in New York, New York at which at any particular time its corporate trust business shall be administered. "corporation" includes corporations, associations, companies and business trusts. "Covenant Defeasance" has the meaning specified in Section 5.04. "Credit Agreement" means that certain Credit Agreement, dated as of August 13, 2004 by and among the Issuer, Bank of America N.A. and the other parties named therein, providing for up to $1.0 billion 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. "Custodian" means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law. "Defaulted Interest" has the meaning specified in Section 3.07. "Depositary" has the meaning specified in Section 3.01. "Designated Senior Indebtedness" means Senior Indebtedness under any Credit Agreement or any Construction Loan Agreement and (ii) any other Senior Indebtedness the principal amount of which is $25.0 million or more and that has been designated by the Issuer as "Designated Senior Indebtedness." 4 "Dollar" or "$" means a dollar or other equivalent unit in such coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts. "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). "Event of Default" has the meaning specified in Section 6.01. "Exchange Act" has the meaning specified in Section 3.05. "Fair Market Value" means, with respect to any property or assets, the fair market value thereof, as established by a responsible officer of the Issuer. "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 are in effect on the date of this Indenture. "Global Security" has the meaning specified in Section 2.03. "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. "Guarantor" means each Subsidiary of the Issuer added as a guarantor with respect to a particular series of Securities pursuant to Section 3.01, 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 Security is registered in the Security Register. "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 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 5 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 that 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 instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the form and terms of particular series of Securities established as contemplated by Section 3.01. "interest" when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. "Interest Payment Date" when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. "Issuer" means WCI Communities, Inc., a Delaware corporation, until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter "Issuer" shall mean such successor Person. "Issuer Request" or "Issuer Order" means a written request or order signed in the name of the Issuer by its Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer, any Assistant Treasurer, Controller, Secretary or any Vice-President, and delivered to the Trustee. "Legal Defeasance" has the meaning specified in Section 5.03. "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). "Maturity" when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or 6 herein provided,whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. "Non-Payment Default" has the meaning specified in Section 4.03. "Notice of Default" has the meaning specified in Section 6.01. "obligation" means any principal, premium, interest (including interest accruing subsequent to a bankruptcy or other similar proceeding whether or not such interest is an allowed claim enforceable against the Issuer in a bankruptcy case under Federal Bankruptcy Law), penalties, fees, indemnifications, reimbursements, damages and other liabilities payable pursuant to the terms of the documentation governing any Indebtedness. "Officers' Certificate" means a certificate signed by 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 the Issuer or any Guarantor, as applicable, and delivered to the Trustee. "Opinion of Counsel" means a written opinion of counsel, who may be an employee of or counsel to the Issuer or any Subsidiary of the Issuer. "Original Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02. "Outstanding" when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: (i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (ii) Securities or portions thereof for whose payment or redemption money or, as provided in Section 5.05 hereof, U.S. Government Obligations, in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Issuer) in trust or, except for purposes of Section 5.01, set aside and segregated in trust by the Issuer (if the Issuer shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and (iii) Securities which have been delivered pursuant to Section 3.09 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Issuer; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, 7 consent or waiver hereunder or whether a quorum is present at a meeting of Holders of Securities, (i) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to Section 6.02 and (ii) Securities owned by the Issuer or any other obligor upon the Securities or any Affiliate of the Issuer or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, or upon such determination as to the presence of a quorum, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any Affiliate of the Issuer or of such other obligor. "Paying Agent" means any Person authorized by the Issuer to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Issuer. "Payment Blockage Notice" has the meaning specified in Section 4.03. "Payment Blockage Period" has the meaning specified in Section 4.03. "Payment Default" has the meaning specified in Section 4.03. "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 Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) of such Person to substantially the same extent as, or to a greater extent than, the Securities are subordinated to Senior Indebtedness of the Issuer. "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. "Place of Payment" when used with respect to the Securities of any series, means the place or places where the principal of (and premium, if any) and interest on the Securities of that series are payable as specified in Section 3.01. "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. "principal" of a debt security, including any Security, on any day and for any purpose means the amount (including, without limitation, in the case of an Original Issue Discount Security, any accrued original issue discount, but excluding interest) that is payable with respect to such debt security as of such date and for such purpose (including, without 8 limitation, in connection with any sinking fund, upon any redemption at the option of the Issuer upon any purchase or exchange at the option of the Issuer or the holder of such debt security and upon any acceleration of the maturity of such debt security). "principal amount" of a debt security, including any Security, means the principal amount as set forth on the face of such debt security. "Redemption Date" when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. "Redemption Price" when used with respect to any Security to be redeemed, means the price (exclusive of accrued interest, if any) at which it is to be redeemed pursuant to this Indenture. "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.01. "Representative" means the trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Issuer. "Responsible Officer" when used with respect to the Trustee, means any vice president, any assistant vice president, any senior trust officer, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. "Security Register" and "Security Registrar" have the respective meanings specified in Section 3.05. "Senior Indebtedness" 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 the Issuer, 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 Securities, including, with respect to clauses (1) and (2), interest accruing subsequent to the filing of, or which would have accrued but for the filing of, a petition for bankruptcy, in accordance with and at the rate (including any rate applicable upon any default or event of default, to the extent lawful) specified in the documents evidencing or governing such Senior Indebtedness, whether or not such interest is an allowable claim in such bankruptcy proceeding. Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness 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 9 trade payables, customer deposits, reserves and accrued expenses and (d) any CDD Obligations, other than that portion of CDD Obligations that is due and payable at the time of determination. "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 of 1933, as amended, as such regulation is in effect on the date hereof except that the standard of significance will be 20% instead of 10%. "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07. "Stated Maturity" when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. "Subordinated Indebtedness" means Indebtedness which by its terms ranks pari passu in right of payment to the Securities. "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). "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, and as in force at the date as of which this instrument was executed, except as provided in Section 10.05; provided, however, that in the event the Trust Indenture Act is amended after such date, "Trust Indenture Act" means, with respect to the Securities of any series issued after such date, the Trust Indenture Act of 1939 as so amended. "U.S. Government Obligations" means securities that are (i) direct obligations of the United States of America for payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case under clauses (i) 10 or (ii), are not callable or redeemable at the option of the issuer thereof, and will also include a depository receipt issued by a bank or trust issuer as custodian with respect to any such U.S. Government Obligation or a specified payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt. "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. SECTION 1.02. Compliance Certificates and Opinions. Upon any application or request by the Issuer to the Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent (including any covenant compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (including any covenants compliance with which constitutes a condition precedent), if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than annual certificates provided pursuant to Section 11.08) shall include: (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) 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; (3) a statement that, in the opinion of each such individual, he 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 complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only 11 one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or Opinion of Counsel, or representations by counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel or representation by counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer stating that the information with respect to such factual matters is in the possession of the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. SECTION 1.04. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing or by the record of the Holders voting in favor thereof at any meeting of such Holders duly called and held in accordance with the provisions of Article Fifteen; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or any such record is delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments or such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments or voting at such meeting. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section. The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 15.07 and the record so proved shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof, or may be proved in such other manner as shall be deemed sufficient by the Trustee. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 12 (c) The ownership of Securities shall be proved by the Security Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Security. (e) The Issuer or the Trustee, as applicable, may set a date for the purpose of determining the Holders of Securities entitled to consent, vote or take any other action referred to in this Section 1.04, which date shall be not less than 10 days nor more than 60 days prior to the taking of the consent, vote or other action. SECTION 1.05. Notices, etc. to Trustee and Issuer. Any request, demand, authorization, direction, notice, consent, waiver or Act of the Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office and, unless otherwise herein expressly provided, any such document shall be deemed to be sufficiently made, given, furnished or filed upon its receipt by a Responsible Officer of the Trustee, or (2) the Issuer by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Issuer addressed to it at: 24301 Walden Center Drive Bonita Springs, Florida 34134 or at any other address or addresses previously furnished in writing to the Trustee by the Issuer. SECTION 1.06. Notice to Holders; Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such 13 filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. SECTION 1.07. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of Section 318(c), such imposed duties shall control. SECTION 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 1.09. Successors and Assigns. All covenants and agreements in this Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not. SECTION 1.10. Separability Clause. In case any provision in this Indenture or in the Securities 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. SECTION 1.11. Benefits of Indenture. Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders and to the extent provided in Article Four the holders of Senior Indebtedness, any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 1.12. Governing Law. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SECTION 1.13. Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of principal 14 of (and premium, if any) or interest, if any, on such Security need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no additional interest shall accrue with respect to the payment due on such date for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. SECTION 1.14. Waiver of Jury Trial. Each of the Issuer, the Guarantors, if any, and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this agreement, the Securities or the transactions contemplated hereby. ARTICLE TWO SECURITY FORMS SECTION 2.01. Forms Generally. The Securities of each series shall be in substantially the form established from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of such Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 3.03 for the authentication and delivery of such Securities. Any such Board Resolution or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board Resolution. The Trustee's certificate of authentication shall be in substantially the form set forth in this Article. The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. SECTION 2.02. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication on all Securities shall be in substantially the following form: 15 This is one of the Securities of the series designated therein issued under the within-mentioned Indenture. Dated: ______________________________, as Trustee By _______________________________________ Authorized Signatory SECTION 2.03. Securities in Global Form. If any Security of a series is issuable in global form (a "Global Security"), such Global Security may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee and in such manner as shall be specified in such Global Security. Any instructions by the Issuer with respect to a Global Security, after its initial issuance, shall be in writing but need not comply with Section 1.02. Global Securities may be issued in either temporary or permanent form. Permanent Global Securities will be issued in definitive form. ARTICLE THREE THE SECURITIES SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution, and set forth in an Officers' Certificate, of the Issuer or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, (1) the title of the Securities of the series (which shall distinguish the Securities of the series from all other Securities); (2) the aggregate principal amount of the Securities of such series and any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other securities of the series pursuant to Section 3.04, 3.05, 3.06, 10.06 or 12.07); 16 (3) the date or dates on which the principal (and premium, if any) of the Securities of the series is payable or the method of determination thereof; (4) the rate or rates (which may be fixed or variable), or the method of determination thereof, at which the Securities of the series shall bear interest, if any, including the rate of interest applicable on overdue payments of principal or interest, if different from the rate of interest stated in the title of the Security, the date or dates from which such interest shall accrue or the method of determination thereof, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on any Interest Payment Date; (5) the Paying Agent or Paying Agents for the Securities of the series if other than the Trustee; (6) the Place of Payment of the Securities of the series; (7) if other than Dollars, the foreign currency or currencies in which Securities of the series shall be denominated or in which payment of the principal of (and premium, if any) or interest on Securities of the series may be made, and the particular provisions applicable thereto and, if applicable, the amount of the Securities of the series which entitles the Holder of a Security of the series or its proxy to one vote for purposes of Section 15.06; (8) the right, if any, of the Issuer to redeem the Securities of such series and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Issuer; (9) the obligation, if any, of the Issuer to redeem or purchase Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; (10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable; (11) whether the Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and, in such case, the depositary (the "Depositary") for such Global Security or Securities; and the manner in which and the circumstances under which Global Securities representing Securities of the series may be exchanged for Securities in definitive form, if other than, or in addition to, the manner and circumstances specified in Section 3.05(b); (12) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 6.02; 17 (13) if the provisions of Section 5.02 of this Indenture are to apply to the Securities of the series, a statement indicating the same; (14) any deletions from or modifications of or additions to any definitions, covenants, Events of Default set forth in Section 6.01 or any terms pertaining to the Securities of the series; (15) whether payment of any amount due under such Securities will be guaranteed by one or more guarantors, including Subsidiaries of the Issuer; (16) whether the Securities will be secured; (17) the form of the Securities of the series; and (18) any other terms of a particular series and any other provisions expressing or referring to the terms and conditions upon which the Securities of that series are to be issued, which terms and provisions are not in conflict with the provisions of this Indenture or do not adversely affect the rights of Holders of any other series of Securities then Outstanding); provided, however, that the addition to or subtraction from or variation of Articles Four, Five, Six, Nine, Ten, Eleven, Twelve and Thirteen (and Section 1.01 insofar as it relates to the definition of certain terms as used in such Articles) with regard to the Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles. All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution and set forth in such Officers' Certificate or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuance of additional Securities of such series without the consent of the Holders thereof. Except as modified in a Board Resolution, Officers' Certificate or supplemental indenture establishing a series of Securities, the Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Four. The Securities of all series shall rank on a parity in right of payment. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. SECTION 3.02. Denominations. The Securities of each series shall be issuable in registered form without coupons in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such provisions with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof. 18 SECTION 3.03. Execution, Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Issuer by an officer of the Issuer. The signature of any such officer on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of an individual who was at any time an officer of the Issuer shall bind such Person notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Securities or did not hold such office at the date of issuance of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Issuer Order shall authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section and Section 3.04, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner's interest in such permanent Global Security. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon the documents specified in Section 314 of the Trust Indenture Act, and, in addition: (1) a Board Resolution relating thereto, and if applicable, an appropriate record of any action taken pursuant to such Board Resolution, certified by the Secretary or Assistant Secretary of the Issuer, if applicable; (2) an executed supplemental indenture, if any; and (3) an Opinion of Counsel which shall state; (A) that the form and terms of such Securities have been established by or pursuant to Board Resolutions, by a supplemental indenture or by both such resolution or resolutions and such supplemental indenture in conformity with the provisions of this Indenture; (B) that the supplemental indenture, if any, when executed and delivered by the Issuer and the Trustee, will constitute a valid and legally binding obligation of the Issuer; and (C) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the 19 enforcement of creditors' rights and to general equity principles, and will be entitled to the benefits of this Indenture. If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution and the Officers' Certificate otherwise required pursuant to Section 3.01 or the Board Resolution and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. SECTION 3.04. Temporary Securities. Pending the preparation of definitive Securities of any series, the Issuer may execute, and upon Issuer Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, reproduced or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. If temporary Securities of any series are issued, the Issuer will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations. Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series. 20 SECTION 3.05. Registration, Registration of Transfer and Exchange Global Securities Representing the Securities. (a) The Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuer in a Place of Payment being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of Payment for that series, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount and Stated Maturity. Except as otherwise provided in this Article Three, at the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of an equal aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Issuer evidencing the same debt and entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing with such signature guaranteed by a commercial bank reasonably acceptable to the Trustee or by a member of a national securities exchange. No service charge shall be made for any registration of transfer or exchange of Securities, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 10.06 or 12.07 not involving any transfer. The Issuer shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under Section 12.03 and ending at the close of business on the day of such mailing, or (ii) to 21 register the transfer of or exchange of any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. (b) If the Issuer shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities, then the Issuer shall execute and the Trustee shall, in accordance with Section 3.03 and the Issuer Order with respect to such series, authenticate and deliver one or more Global Securities in temporary or permanent form that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) unless otherwise provided for pursuant to Section 3.01, the Securities of such series shall be delivered by the Trustee or delivered or held pursuant to such Depositary's instruction, and (iv) shall bear a legend substantially to the following effect: "This Security 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 and until this Security is exchanged in whole or in part for Securities in definitive form." Each Depositary designated pursuant to Section 3.01 must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable statute or regulation. If at any time the Depositary for the Securities of a series notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for Securities of a series shall no longer be a clearing agency registered and in good standing under the Exchange Act or other applicable statute or regulation (as required by this Section 3.05), the Issuer shall appoint a successor Depositary eligible under this Section 3.05 with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver, Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event, the Issuer shall execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. If the Securities of any series shall have been issued in the form of one or more Global Securities and if an Event of Default with respect to the Securities of such series shall 22 have occurred and be continuing, the Issuer may, and upon the request of the Trustee shall, promptly execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Securities of such series in definitive form on such terms as are acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall execute and the Trustee shall authenticate and deliver, without charge: (i) to each Person specified by the Depositary a new Security or Securities of the same series, of any authorized denomination as requested by such Person in an aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (ii) to the Depositary a new Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to holders thereof. Upon the exchange of a Global Security for Securities in definitive form, such Global Security shall be cancelled by the Trustee. Securities issued in exchange for a Global Security pursuant to this subsection (b) shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Issuer and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Issuer or the Trustee that such Security has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Security, pay such Security. 23 Upon the issuance of any new Security under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. SECTION 3.07. Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. At the option of the Issuer, interest on the Securities of any series that bear interest may be paid by mailing a check to the address of the Person entitled thereto as such address shall appear in the Security Register. Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date ("Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in clause (1) or (2) below: (1) The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the 24 name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2). (2) The Issuer may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section3.07, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security. SECTION 3.08. Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.07) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Issuer, the Trustee or any agent of the Issuer or the Trustee shall be affected by notice to the contrary. SECTION 3.09. Cancellation. All Securities surrendered for payment, redemption, conversion, registration of transfer or exchange or for credit against any sinking fund payment or analogous obligation shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and promptly shall be cancelled by it and, if surrendered to the Trustee, shall be promptly cancelled by it. The Issuer may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Securities so delivered promptly shall be cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with the Trustee's customary procedures unless directed by an Issuer Order. The acquisition of any Securities by the Issuer shall not operate as a redemption or satisfaction of the Indebtedness represented thereby unless and until such Securities are surrendered to the Trustee for cancellation. Permanent Global 25 Securities shall not be destroyed until exchanged in full for definitive Securities or until payment thereon is made in full. SECTION 3.10. Computation of Interest. Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a year of twelve 30-day months. SECTION 3.11. CUSIP Numbers. The Issuer in issuing the Securities 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 Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee of any change in the "CUSIP" numbers. ARTICLE FOUR SUBORDINATION OF SECURITIES SECTION 4.01. Agreement To Subordinate. The Issuer agrees, and each Holder by accepting a Security of any series agrees, that the Indebtedness evidenced by the Securities is subordinated in right of payment, to the extent and in the manner provided in this Article Four, to the prior payment in full in cash of all Senior Indebtedness of the Issuer(whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Securities shall in all respects rank pari passu with all other Subordinated Indebtedness of the Issuer; and only Indebtedness of the Issuer that is Senior Indebtedness of the Issuer shall rank senior to the Securities in accordance with the provisions set forth herein. All provisions of this Article Four shall be subject to Section 4.12. SECTION 4.02. Liquidation, Dissolution, Bankruptcy. Upon any distribution to creditors of the Issuer or any Guarantor in a liquidation or dissolution of the Issuer or any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuer or any Guarantor or any of their property, an assignment for the benefit of creditors or any marshaling of their assets and liabilities, the holders of Senior Indebtedness shall be entitled to receive payment in full in cash of such Senior Indebtedness before the Holders shall be entitled to receive any payment with respect to the Securities, and until all Senior Indebtedness is paid in full in cash, any distribution to which the Holders would be entitled shall be made to the holders of Senior Indebtedness (except that Holders may receive (i) shares of Capital Stock and any Permitted Junior Securities and (ii) payments and other distributions made from the trusts described in Section 5.01). 26 SECTION 4.03. Default on Senior Indebtedness. The Issuer shall not make any payment upon or in respect of the Securities (except that Holders may receive (i) shares of Capital Stock and any Permitted Junior Securities and (ii) payments and other distributions made from the trusts described in Section 5.01) until all Senior Indebtedness has been paid in full in cash if (i) a payment default on Designated Senior Indebtedness occurs and is continuing beyond any applicable period of grace in the indenture, agreement or other document governing such Designated Senior Indebtedness (a "Payment Default") or (ii) any other default occurs and is continuing with respect to Designated Senior Indebtedness that permits holders of the Designated Senior Indebtedness as to which such default relates to accelerate its maturity without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods (a "Non-Payment Default") and the Trustee receives a notice of such default (a "Payment Blockage Notice") from a representative of holders of such Designated Senior Indebtedness. Payments on the Securities may and shall be resumed (a) in the case of a Payment Default, upon the date on which such default is cured or waived and (b) in case of a Non-Payment Default, the earlier of (x) the date on which such nonpayment default is cured or waived or (y) 179 days after the date on which the applicable Payment Blockage Notice is received (each such period, the "Payment Blockage Period"), unless the maturity of any Designated Senior Indebtedness has been accelerated. No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately preceding Payment Blockage Notice. No Non-Payment 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. SECTION 4.04. Acceleration of Payment of Securities. If payment of the Securities of any series is accelerated because of an Event of Default, the Issuer or the Trustee shall promptly notify the holders of the Designated Senior Indebtedness (or their Representative) of the acceleration. If any Designated Senior Indebtedness is outstanding, the Issuer shall not pay the Securities until five Business Days after such holders or the Representative of the Designated Senior Indebtedness receive notice of such acceleration and, thereafter, shall pay the Securities only if this Article Four otherwise permits payment at that time. SECTION 4.05. 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 Securities (except Permitted Junior Securities or payments and other distributions made from the trusts described in Section 5.01) when the payment is prohibited by this Article Four, 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 proper written request, to, the holders of Senior Indebtedness or their Representative, as their respective interests may appear, for application to the payment of all obligations with respect to Senior Indebtedness 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 Indebtedness. 27 SECTION 4.06. Subrogation. After all Senior Indebtedness of the Issuer is paid in full and until the Securities are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to Senior Indebtedness. A distribution made under this Article Four to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the Issuer and Holders, a payment by the Issuer on the Securities. SECTION 4.07. Relative Rights. This Article Four defines the relative rights of Holders and holders of Senior Indebtedness of the Issuer. Nothing in this Indenture shall: (1) impair, as between the Issuer and Holders, the obligation of the Issuer, which is absolute and unconditional, to pay principal of and interest on and liquidated damages in respect of, the Securities in accordance with their terms; (2) affect the relative rights of Holders of Securities and creditors of the Issuer, other than their rights in relation to holders of Senior Indebtedness; or (3) prevent the Trustee or any Holder from exercising its available remedies upon the occurrence of an Event of Default, subject to the rights of holders of Senior Indebtedness of the Issuer to receive distributions otherwise payable to Holders. SECTION 4.08. Subordination May Not Be Impaired by Issuer. No right of any holder of Senior Indebtedness of the Issuer to enforce the subordination of the Indebtedness evidenced by the Securities shall be impaired by any act or failure to act by the Issuer or by its failure to comply with this Indenture. SECTION 4.09. Rights of Trustee and Paying Agent. Notwithstanding Section 4.03, the Trustee or Paying Agent may continue to make payments on the Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than five Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to it that payments may not be made under this Article Four. The Issuer, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Issuer may give the notice; provided, however, that, if an issue of Senior Indebtedness of the Issuer has a Representative, only the Representative may give the notice. The Trustee in its individual or any other capacity may hold Senior Indebtedness of the Issuer with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article Four with respect to any Senior Indebtedness of the Issuer which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article Seven shall deprive the Trustee of any of its rights as such holder. Nothing in 28 this Article Four shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07. SECTION 4.10. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of the Issuer, the distribution may be made and the notice given to their Representative (if any). SECTION 4.11. Article Four Not to Prevent Events of Default or Limit Right to Accelerate. The failure to make a payment pursuant to the Securities by reason of any provision in this Article Four shall not be construed as preventing the occurrence of an Event of Default. Nothing in this Article Four shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Securities. SECTION 4.12. Trust Money Not Subordinated. Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article Five by the Trustee for the payment of principal of and interest on the Securities shall not be subordinated to the prior payment of any Senior Indebtedness of the Issuer or subject to the restrictions set forth in this Article Four, and none of the Holders shall be obligated to pay over any such amount to the Issuer or any holder of Senior Indebtedness of the Issuer or any other creditor of the Issuer. SECTION 4.13. Trustee Entitled to Rely. Upon any payment or distribution pursuant to this Article Four, the Trustee and the Holders shall be entitled to rely (i) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 4.02 are pending, (ii) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (iii) upon the Representatives for the holders of Senior Indebtedness of the Issuer for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Four. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Issuer to participate in any payment or distribution pursuant to this Article Four, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article Four, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.03 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article Four. 29 SECTION 4.14. Trustee to Effectuate Subordination. Each Holder by accepting a Security of any series authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Issuer as provided in this Article Four and appoints the Trustee as attorney-in-fact for any and all such purposes. SECTION 4.15. Trustee Not Fiduciary for Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Issuer and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders or the Issuer or any other Person, money or assets to which any holders of Senior Indebtedness of the Issuer shall be entitled by virtue of this Article Four or otherwise. SECTION 4.16. Reliance by Holders of Senior Indebtedness on Subordination Provisions. (a) Each Holder by accepting a Security of any series acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Issuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. (b) Without in any way limiting the generality of paragraph (a) of this Section, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without impairing or releasing the subordination provided in this Article Four or the obligations hereunder of the Holders to the holders of Senior Indebtedness, do any one or more of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (3) release any Person liable in any manner for the collection of Senior Indebtedness; and (4) exercise or refrain from exercising any rights against the Issuer or any other Person. SECTION 4.17. Trustee's Compensation Not Prejudiced. Nothing in this Article Four shall apply to amounts due to the Trustee pursuant to other sections of this Indenture. SECTION 4.18. Defeasance. The terms of this Article Four shall not apply to payments from money or the proceeds of U.S. Government Obligations held in trust by the Trustee for the payment of principal of and interest on the Securities pursuant to the provisions described in Section 5.03. 30 ARTICLE FIVE SATISFACTION AND DISCHARGE; DEFEASANCE SECTION 5.01. Satisfaction and Discharge of Securities of any Series. The Issuer shall be deemed to have satisfied and discharged the entire indebtedness on all the Securities of any particular series (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, upon Issuer Request and at the expense of the Issuer, shall execute such instruments as may be requested by the Issuer acknowledging satisfaction and discharge of such Indebtedness, when (a) either (1) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, mutilated, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.03) have been delivered to the Trustee for cancellation; or (2) all such Securities not theretofore delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of (A), (B) or (C) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation (other than Securities which have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06), for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; (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 Issuer or any Guarantor is a party or by which the Issuer is bound (c) the Issuer or any Guarantor has paid or caused to be paid all other sums payable hereunder and under the Securities; and 31 (d) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire Indebtedness on all Securities of such series have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 7.07 and, if money shall have been deposited with the Trustee pursuant to clause (a)(2) of this Section, the obligations of the Trustee under Sections 5.07 and 5.08 and the last paragraph of Section 11.03 shall survive such satisfaction and discharge. SECTION 5.02. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at the option of its Board of Directors evidenced by a supplemental indenture or, at any time, by a Board Resolution set forth in an Officers' Certificate with respect to the Securities of any series, unless otherwise specified pursuant to Section 3.01 with respect to a particular series of Securities, elect to have either Section 5.03 or 5.04 be applied to all of the Outstanding Securities of that series upon compliance with the conditions set forth below in this Article Five. SECTION 5.03. Legal Defeasance and Discharge. Upon the Issuer's exercise under Section 5.02 of the option applicable to this Section 5.03, the Issuer and each Guarantor shall be deemed to have been discharged from its obligations with respect to all Outstanding Securities of the particular series and any coupons appertaining thereto on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means that the Issuer shall be deemed to have paid and discharged all the obligations relating to the Outstanding Securities of that series, including any coupons appertaining thereto, and the Securities of that series, including any coupons appertaining thereto, shall thereafter be deemed to be "outstanding" only for the purposes of Sections 5.06 and 5.07 and the other Sections of this Indenture referred to below in this Section 5.03, and to have satisfied all of its other obligations under such Securities and any coupons appertaining thereto and this Indenture and cured all then existing Events of Default (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders to receive payments of the principal of (and premium, if any) and interest, if any, on the Securities of such series as they shall become due from time to time and other rights, duties and obligations of Holders as beneficiaries hereof with respect to the amounts so deposited with the Trustee, (ii) the rights, obligations, powers, trusts, duties and immunities of the Trustee hereunder (for which purposes the Securities of such series shall be deemed outstanding) and (iii) this Article Five and the obligations set forth in Section 5.06 hereof. Subject to compliance with this Article Five, the Issuer may exercise its option under Section 5.03 notwithstanding the prior exercise of its option under Section 5.04 with respect to the Securities of a particular series and any coupons appertaining thereto. 32 SECTION 5.04. Covenant Defeasance. Upon the Issuer's exercise under Section 5.02 of the option applicable to this Section 5.04, the Issuer shall be released from any obligations under the covenants contained in Sections 9.01, 11.04 (only with respect to Subsidiaries), 11.05, 11.06, 11.08 and 11.09 hereof or established pursuant to Sections 3.01 or 10.01 hereof with respect to the Outstanding Securities of the particular series on and after the date the conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Securities of that series and any coupons appertaining thereto 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. For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Securities of that series and any coupons appertaining thereto, the Issuer 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 Event of Default under Section 6.01(4) or any Event of Default specified pursuant to Section 3.01 or 10.01. In addition, the events specified in Section 6.01(5) (with respect to Significant Subsidiaries) and Section 6.01(7) (with respect to Significant Subsidiaries) shall no longer constitute an Event of Default. Except as specified above, the remainder of this Indenture and the Securities of that series shall be unaffected thereby. SECTION 5.05. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either Section 5.03 or Section 5.04 to the Outstanding Securities of a particular series: (a) the Issuer must irrevocably deposit, or cause to be irrevocably deposited, with the Trustee for the Securities of that series, in trust, for the benefit of the Holders of the Securities of that series, cash in the currency or currency unit in which the Securities of that series are payable (except as otherwise specified pursuant to Section 3.01 for the Securities of that series), U.S. Government Obligations or a combination thereof in such amounts as will be sufficient (without reinvestment) to pay the principal of, premium, if any, and interest, if any, due on the outstanding Securities of that series and any related coupons at the Stated Maturity, or on the applicable Redemption Date, as the case may be, with respect to the outstanding Securities of that series and any related coupons; (b) in the case of Legal Defeasance only, the Issuer shall have delivered to the Trustee for the Securities of that series (1) an Opinion of Counsel (reasonably acceptable to the Trustee) confirming that, subject to customary assumptions and exclusions, since the date on which Securities of such series were originally issued, there has been a change in the applicable U.S. Federal income tax law, to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities of that series will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of 33 such Legal Defeasance and will be subject to U.S. 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 or (2) a copy of a ruling or other formal statement or action to that effect received from or published by the U.S. Internal Revenue Service; (c) in the case of Covenant Defeasance only, the Issuer shall have delivered to the Trustee for the Securities of that series an Opinion of Counsel (reasonably acceptable to the Trustee) confirming that, subject to customary assumptions and exclusions, the Holders of the Outstanding Securities of that series will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to such 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 Event of Default or event which with the giving of notice or the lapse of time, or both, would become an Event of Default with respect to the Securities of that series (other than any event resulting from the borrowing of funds to be applied to make such deposit) shall have occurred and be continuing on the date of such 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 (other than this Indenture) or instrument to which the Issuer is a party or by which the Issuer is bound; and (f) the Issuer shall have delivered to the Trustee for the Securities of that series an Officers' Certificate and an Opinion of Counsel (which opinion of counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with. SECTION 5.06. Survival of Certain Obligations. Notwithstanding the satisfaction and discharge of the Securities of a particular series referred to in Sections 5.01, 5.02, 5.03, 5.04, or 5.05, the respective obligations of the Issuer and the Trustee for the Securities of a particular series under Sections 3.03, 3.04, 3.05, 3.06 and 3.09, Article Five, Article Seven, and Sections 6.08, 8.01, 8.02, 11.02, 11.03, 11.04 and 11.05 shall survive with respect to Securities of that series until the Securities of that series are no longer outstanding, and thereafter the obligations of the Issuer and the Trustee for the Securities of a particular series with respect to that series under Sections 5.07, 5.08 and 5.09 shall survive. Nothing contained in this Article Five shall abrogate any of the obligations or duties of the Trustee of any series of Securities under this Indenture. SECTION 5.07. Application of Trust Money. Subject to the provisions of the last paragraph of Section 11.03, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Sections 5.01 and 5.05 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any 34 Paying Agent (including the Issuer 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. Anything in this Article Five to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 5.01 or 5.05 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 5.05(a)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. SECTION 5.08. Repayment of Money Held by Trustee or Paying Agent. Any money deposited with the Trustee or any other Paying Agent remaining unclaimed by the Holders of any Securities for two years after the date upon which the principal of or premium or interest on such Securities shall have become due and payable, shall be repaid to the Issuer by the Trustee or any such other Paying Agent and such Holders shall thereafter be entitled to look to the Issuer only as general creditors for payment thereof (unless otherwise provided by law); provided, however, that, before the Trustee or any such other Paying Agent is required to make any such payment to the Issuer, the Trustee may, upon the request of the Issuer and at the expense of the Issuer, cause to be published once in an Authorized Newspaper a notice that such money remains unclaimed and that, after the date set forth in said notice, the balance of such money then unclaimed will be returned to the Issuer. SECTION 5.09. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article Five 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 Issuer's obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article Five until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article Five; provided that, if the Issuer or any Guarantor has made payments of principal of, or premium or interest on any Securities because of the reinstatement of its obligations, the Issuer or any Guarantor shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 35 ARTICLE SIX REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT SECTION 6.01. Events of Default. "Event of Default," wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) default in the payment of interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (whether or not such default shall be by reason of the operation of the provisions of Article Four); or (2) default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity (whether or not such default shall be by reason of the operation of the provisions of Article Four); or (3) default in the deposit of any sinking fund payment, if any, when and as due by the terms of any Security of that series (whether or not such default shall be by reason of the operation of the provisions of Article Four); or (4) failure by the Issuer or any of its Subsidiaries to comply with any covenant, representation, warranty or other agreement in this Indenture for 30 days after notice (a "Notice of Default") to the Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series; or (5) the Issuer or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its 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 36 (6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Subsidiaries), would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a custodian of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Subsidiaries), would constitute a Significant Subsidiary or for all or substantially all of the property of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Subsidiaries), would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuer and its Subsidiaries), would constitute a Significant Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive days; or (7) any other Event of Default provided with respect to Securities of that series. SECTION 6.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any series at the time Outstanding (other than of a type specified in Section 6.01(5) or (6)) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Issuer (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable, anything in this Indenture or in any of the Securities of such series to the contrary notwithstanding; provided, however, that payment of principal of (and premium, if any) and interest on the Securities of such series shall remain subordinated to the extent provided in Article Four. At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if (1) the Issuer has paid or deposited with the Trustee a sum sufficient to pay 37 (i) all overdue interest on all Securities of that series, (ii) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, and (iii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the nonpayment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(5) or (6), all outstanding Securities shall IPSO FACTO become due and payable without further action or notice. SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee. The Issuer covenants that if (1) default is made in the payment of interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, (2) default is made in the payment of the principal of (or, premium, if any, on) any Security at the Maturity thereof, or (3) default is made in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due pursuant to the terms of any Security, the Issuer, upon demand of the Trustee, will pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal, including any sinking fund payment or analogous obligations (and premium, if any) and interest, if any, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal (and premium, if any), and, in addition thereto, 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. If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Issuer or any other obligor upon such Securities and 38 collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Issuer or any other obligor upon such Securities, wherever situated. If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. SECTION 6.04. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Securities or the property of the Issuer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest, if any, owing and unpaid in respect of the Securities and to file such other papers or documents and take such other actions, including participating as a member, voting or otherwise, of any official committee of creditors appointed in such matter, 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 of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any money or other property payable or deliverable on any such claim and to distribute the same; 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 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. 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 Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding except as aforesaid, to vote for the election of a trustee in bankruptcy or similar person or to participate as a member, voting or otherwise, on any committee of creditors. 39 SECTION 6.05. Trustee May Enforce Claims without Possession of Securities. All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. SECTION 6.06. Application of Money Collected. Subject to the provisions of Article Four, any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 7.07; SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest, respectively; and THIRD: To the payment of the remainder, if any, to the Issuer, its successors or assigns, or as a court of competent jurisdiction may direct. SECTION 6.07. Limitation on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; (2) the Holders of not less than a majority in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and 40 (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. SECTION 6.08. Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment (subject to the provisions of Article Four) of the principal of (and premium, if any) and (subject to Section 3.07) interest on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and the right to institute suit for the enforcement of any such payment and such rights shall not be impaired without the consent of such Holder. SECTION 6.09. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. SECTION 6.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 6.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 41 SECTION 6.12. Control by Holders. The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of the Securities of such series not taking part in such direction, or to the Holders of the Securities of any other series, and (c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. SECTION 6.13. Waiver of Past Defaults. Subject to Section 6.02, the Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default (1) in the payment of the principal of (or premium, if any) or interest on any Security of such series, or (2) in respect of a covenant or provision hereof which under Article Ten cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected. 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. SECTION 6.14. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, 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, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to 42 any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). SECTION 6.15. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. ARTICLE SEVEN THE TRUSTEE SECTION 7.01. Certain Duties and Responsibilities. (a) Except during the continuance of an Event of Default, (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) 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; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture but need not verify the accuracy of the contents thereof or whether procedures specified by or pursuant to the provisions of this Indenture have been followed in the preparation thereof. (b) In case 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 their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this subsection shall not be construed to limit the effect of Subsection (a) of this Section; 43 (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, determined as provided in Section 6.12, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; (4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and (5) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. SECTION 7.02. Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security of such series or in the payment of any sinking fund or analogous obligation installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities of such series; and provided, further, that in the case of any default of the character specified in Section 6.01(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. SECTION 7.03. Certain Rights of Trustee. Subject to the provisions of Section 7.01: (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties (whether in original or facsimile form); 44 (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by a Issuer Request or Issuer Order or similar document and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate; (d) 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 in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) 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 pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) 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 may see 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 Issuer, personally or by agent or attorney at the expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation; (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; (h) the Trustee shall not be deemed to have notice or knowledge of any matter unless a Responsible Officer assigned to and working in the Trustee's corporate trust department has actual knowledge thereof or unless written notice thereof is received by the Trustee at the Corporate Trust Office and such notice references the Securities generally, the Issuer or this Indenture. Whenever reference is made in this Indenture to an Event of Default, such reference shall, insofar as determining any liability on the part of the Trustee is concerned, be construed to refer only to an Event of Default of which the Trustee is deemed to have knowledge in accordance with this paragraph; (i) the permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be construed as a duty; 45 (j) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (k) 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; (l) unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer or any Guarantor shall be sufficient if signed by an Officer of the Issuer or such Guarantor; and (m) the Trustee may request that the Issuer 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. SECTION 7.04. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee's certificate of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Issuer of Securities or the proceeds thereof. SECTION 7.05. May Hold Securities. The Trustee, any Paying Agent, any Security Registrar or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 7.08 and 7.13, may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent. SECTION 7.06. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder. SECTION 7.07. Compensation and Reimbursement. The Issuer agrees (1) to pay to the Trustee from time to time such compensation as the parties shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 46 (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its negligence or willful misconduct; and (3) to fully indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold it harmless against, any and all loss, liability, claim, damage or expense including taxes (other than taxes based upon the income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses, including reasonable attorneys' fees, of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Issuer under this Section the Trustee shall have a lien prior to the Securities upon all property and funds held or collected by the Trustee, except funds held in trust for the benefit of the Holders of particular Securities. If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in clause (5) or (6) of Section 6.01, the expenses and the compensation for the services will be intended to constitute expenses of administration under Bankruptcy Law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture. SECTION 7.08. Disqualification; Conflicting Interests. The Trustee for the Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act during the period of time provided for therein. In determining whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of any series, there shall be excluded for purposes of such determination this Indenture with respect to Securities of any particular series of Securities other than that series. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of Section 310(b) of the Trust Indenture Act. SECTION 7.09. Corporate Trustee Required; Eligibility. There shall at all times be a corporate Trustee hereunder which complies with the requirements of Section 310(a) of the Trust Indenture Act, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal or state authority and having its Corporate Trust Office in the Borough of Manhattan, The City of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee 47 shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. SECTION 7.10. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 7.11. (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Issuer. If the instrument of acceptance by a successor Trustee required by Section 7.11 shall not have been delivered to the Trustee within 10 days after the giving of such notice of resignation, the resigning Trustee at the expense of the Issuer may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Issuer. (d) If the instrument of acceptance by a successor Trustee required by Section 7.11 shall not have been delivered to the Trustee within 10 calendar days after the giving of such notice of removal, the Trustee being removed may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (e) If at any time: (1) the Trustee shall fail to comply with Section 7.08 after written request therefor by the Issuer or by any Holder who has been a bona fide Holder of a Security for at least six months, or (2) the Trustee shall cease to be eligible under Section 7.09 and shall fail to resign after written request therefor by the Issuer or by any such Holder, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Issuer by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to Section 6.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. (f) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the Securities of one or 48 more series, the Issuer, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 7.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 7.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Issuer. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner required by Section 7.11, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. (g) The Issuer shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event to all Holders of Securities of such series as their names and addresses appear in the Security Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. SECTION 7.11. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Issuer or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Issuer, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the 49 rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Issuer or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. (c) Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article. SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. SECTION 7.13. Preferential Collection of Claims Against Issuer. The Trustee is subject to Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein. 50 ARTICLE EIGHT HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER SECTION 8.01. Issuer to Furnish Trustee Names and Addresses of Holders. The Issuer will furnish or cause to be furnished to the Trustee (a) semi-annually, either (i) not later than June 1 and November 1 in each year in the case of Original Issue Discount Securities of any series which by their terms do not bear interest prior to Maturity, or (ii) not more than 15 days after each Regular Record Date in the case of Securities of any other series, a list, each in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of such series as of the preceding June 1 or November 1 or as of such Regular Record Date, as the case may be; and (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that so long as the Trustee is the Security Registrar with respect to Securities of any series, no such lists need be furnished. SECTION 8.02. Preservation of Information; Communications to Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 8.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 8.01 upon receipt of a new list so furnished. (b) The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities and the corresponding rights and duties of the Trustee shall be provided by the Trust Indenture Act. (c) Every Holder of Securities, by receiving and holding the same, agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee nor any agent of either of them shall be held responsible by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 8.02(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 8.02(b). SECTION 8.03. Reports by Trustee. Within 60 days after the first May 15th occurring subsequent to the initial issuance of Securities hereunder and within 60 days after each May 15th occurring thereafter, the Trustee shall transmit by mail to the Holders, as hereinafter provided, a brief report (but in no event shall such report be transmitted more than twelve months after the date of the initial 51 issuance of the Securities in the case of the first such report and at stated intervals of more than twelve months in the case of each subsequent report) dated as of May 15th that complies with Section 3.13(a) of the Trust Indenture Act (but, if no event described in Section 3.13 of the Trust Indenture Act has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee also shall transmit by mail all reports as required by Trust Indenture Act Section 313(c). A copy of each report at the time of its mailing to Holders shall be filed with the Commission and each stock exchange on which the Securities are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall notify the Trustee when the Securities are listed on any stock exchange or delisted therefrom. ARTICLE NINE CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 9.01. Merger, Consolidation, etc. Only on Certain Terms. The Issuer shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (1) the Issuer shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Issuer under this Indenture and the Securities and immediately after such transaction no Event of Default shall have happened or be continuing; and (2) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. SECTION 9.02. Successor Corporation Substituted. Upon any consolidation by the Issuer with or merger by the Issuer into any other Person or any conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with Section 9.01, the successor Person formed by such consolidation or into which the Issuer is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor Person had been named as 52 the Issuer herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Securities. ARTICLE TEN SUPPLEMENTAL INDENTURES SECTION 10.01. Supplemental Indentures without Consent of Holders. Without the consent of any Holders, the Issuer when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Issuer and the assumption by any such successor of the covenants of the Issuer herein and in the Securities (pursuant to Article Nine, if applicable); or (2) to add to the covenants of the Issuer for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Issuer; or (3) to add any additional Events of Default (and if such Events of Default are to be applicable to less than all series of Securities, stating that such Events of Default are expressly being included solely to be applicable to such series); or (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to provide for uncertificated Securities (so long as any "registration-required obligation" within the meaning of section 163(f)(2) of the Internal Revenue Code of 1986, as amended, is in registered form for purposes of such section); or (5) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision; or (6) to secure the Securities; or (7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or 53 facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.11(b); or (9) to cure any ambiguity, defect or inconsistency to correct or supplement any provision herein which may be inconsistent with any other provision herein, to eliminate any conflict between the terms hereof and the Trust Indenture Act or to make any other provision with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect. SECTION 10.02. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Issuer and the Trustee, the Issuer, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provision to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02, or adversely affect any right of repayment at the option of the Holder of any Security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or make the Securities payable in money other than that stated in the Security, in each case other than the amendment or waiver in accordance with the terms of this Indenture of any covenant or related definition included pursuant to Section 3.01 that provides for an offer to repurchase any Securities of a series upon a sale of assets or change of control transaction, or (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or (3) modify any of the provisions of this Section, Section 6.13 or Section 11.07, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby. 54 A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of the Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. SECTION 10.03. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, in addition to the documents required by section 1.02 hereof, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee in its sole discretion may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. SECTION 10.04. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. SECTION 10.05. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. SECTION 10.06. Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. SECTION 10.07. Notice of Supplemental Indenture. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to Section 10.02, the Issuer shall transmit, in the manner and to the extent 55 provided in Section 1.05, to all Holders of any series of the Securities affected thereby, a notice setting forth in general terms the substance of such supplemental indenture. ARTICLE ELEVEN COVENANTS SECTION 11.01. Payment of Principal, Premium and Interest. The Issuer covenants and agrees for the benefit of the Holders of Securities of each series that it will duly and punctually pay the principal of (and premium, if any) and interest, if any, on the Securities of that series in accordance with the terms of the Securities of that series and this Indenture. SECTION 11.02. Maintenance of Office or Agency. The Issuer will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be surrendered for registration of transfer and exchange, where notices and demands to or upon the Issuer in respect of the Securities of that series and this Indenture may be served and where the Securities may be presented for payment. The Issuer will 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 Issuer 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, and the Issuer hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Issuer may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Issuer will 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. SECTION 11.03. Money for Securities Payments to Be Held in Trust. If the Issuer shall at any time act as Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest, if any, on the Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act or of any failure by the Issuer (or by any other obligor on the Securities of that series) to make any payment of the principal of (and premium, if any) or interest, if any, on the Securities of such series when the same shall be due and payable. 56 Whenever the Issuer shall have one or more Paying Agents for any series of Securities, it will, prior to 10:00 a.m. New York time on each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest, and (unless such Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of its action or failure so to act. If the Issuer shall appoint a Paying Agent other than the Trustee for any series of Securities, it will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: (1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest, if any, on the Securities of that series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee notice of any default by the Issuer (or any other obligor upon the Securities of that series) in the making of any payment of principal (and premium, if any) or interest, if any, on the Securities of that series; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge with respect to one or more or all series of Securities hereunder or for any other reason, pay or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust for any such series by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series 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 Issuer on Issuer Request subject to applicable abandoned property and escheat law, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once a week for two consecutive weeks (in each case on any day of the week) in an Authorized Newspaper notice that such money remains unclaimed and that, after a date specified 57 therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. SECTION 11.04. Corporate Existence. Subject to Article Nine, the Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. SECTION 11.05. Payment of Taxes and Other Claims. The Issuer 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 Securities. SECTION 11.06. Maintenance of Properties. The Issuer will cause all its properties used or useful in the conduct of its business to be maintained and kept in reasonably good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Issuer may be necessary so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section shall prevent the Issuer from discontinuing the operation or maintenance of any of its properties if such discontinuance is, in the judgment of the Issuer desirable in the conduct of its business and not disadvantageous in any material respect to the Holders of the Securities of any series. SECTION 11.07. Waiver of Certain Covenants. The Issuer may omit in any particular instance to comply with any term, provision or condition set forth in Sections 11.04, 11.05 and 11.06 or established pursuant to Section 3.01 or 10.01, with respect to the Securities of any series, if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Issuer and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. SECTION 11.08. Statement by Officers as to Default. The Issuer will, within 120 days after the close of each fiscal year, commencing with the first fiscal year following the issuance of Securities of any series under this Indenture, file with the Trustee a certificate of the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer, covering the period from the date of issuance of such Securities to the end of the fiscal year in which such Securities were issued, in the case of the first such certificate, and covering the preceding fiscal year in the case of each subsequent certificate, and stating whether or not, to the knowledge of the signer, the Issuer has complied 58 with all conditions and covenants on its part contained in this Indenture, and, if the signer has obtained knowledge of any default by the Issuer in the performance, observance or fulfillment of any such condition or covenant, specifying each such default and the nature thereof. For the purpose of this Section 11.08, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture. SECTION 11.09. Reports by the Issuer. The Issuer and each Guarantor, if applicable, shall: (1) file with the Trustee, within 15 days after the Issuer or such Guarantor is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations (it being understood that any Guarantor not required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall not be required to file such reports with the SEC or Trustee); and (3) transmit by mail to all Holders, as their names and addresses appear in the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Issuer or any Guarantor pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. Delivery of such reports, information and documents to the Trustee is 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 Issuer's compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers' Certificates). SECTION 11.10. Further Assurances. From time to time whenever reasonably demanded by the Trustee, the Issuer will make, execute and deliver or cause to be made, executed and delivered any and all such further 59 and other instruments and assurances as may be reasonably necessary or proper to carry out the intention or facilitate the performance of the terms of this Indenture. ARTICLE TWELVE REDEMPTION OF SECURITIES SECTION 12.01. Applicability of Article. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article. SECTION 12.02. Election to Redeem; Notice to Trustee. The election of the Issuer to redeem any Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of the Issuer of the Securities of any series, the Issuer shall, at least 45 days prior to the Redemption Date fixed by the Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Issuer shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction. SECTION 12.03. Selection by Trustee of Securities to Be Redeemed. If less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series; provided, however, that Securities of such series registered in the name of the Issuer shall be excluded from any such selection for redemption until all Securities of such series not so registered shall have been previously selected for redemption. The Trustee shall promptly notify the Issuer in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed. 60 SECTION 12.04. Notice of Redemption. Notice of redemption shall be given not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. All notices of redemption shall identify the Securities to be redeemed (including CUSIP numbers) and shall state: (1) the Redemption Date, (2) the Redemption Price, (3) if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed, (4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date, (5) that interest, if any, accrued to the date fixed for redemption will be paid as specified in said notice, (6) the place or places where such Securities are to be surrendered for payment of the Redemption Price, and (7) that the redemption is for a sinking fund, if such is the case. Notice of redemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer's request, by the Trustee in the name and at the expense of the Issuer. No such notice shall be given at any time when the Issuer or the Trustee shall have received notice that there exists a default specified in the first paragraph of Section 4.03 or that such a default will exist at the date fixed for such redemption or as a result of such redemption. SECTION 12.05. Deposit of Redemption Price. Prior to 10:00 a.m. New York time on any Redemption Date, the Issuer shall deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as Paying Agent, segregate and hold in trust as provided in Section 11.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date. SECTION 12.06. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Issuer shall default in the payment of 61 the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Issuer at the Redemption Price, together with accrued interest to the Redemption Date, provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.07. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. SECTION 12.07. Securities Redeemed in Part. Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the security so surrendered. Securities in denominations larger than $1,000 may be redeemed in part, but only in whole multiples of $1,000. SECTION 12.08. Securities No Longer Outstanding After Notice to Trustee and Deposit of Cash. If the Issuer, having given notice to the Trustee as provided in Section 12.02, shall have deposited with the Trustee or a Paying Agent, for the benefit of the Holders of any Securities of any series or portions thereof called for redemption in whole or in part cash or other form of payment if permitted by the terms of such Securities (which amount shall be immediately due and payable to the Holders of such Securities or portions thereof), in the amount necessary so to redeem all such Securities or portions thereof on the Redemption Date and provision satisfactory to the Trustee shall have been made for the giving of notice of such redemption, such Securities or portions thereof, shall thereupon, for all purposes of this Indenture, be deemed to be no longer Outstanding, and the Holders thereof shall be entitled to no rights thereunder or hereunder, except the right to receive payment of the Redemption Price, together with interest accrued to the Redemption Date, on or after the Redemption Date of such Securities or portions thereof. 62 ARTICLE THIRTEEN SINKING FUNDS SECTION 13.01. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 3.01 for Securities of such series. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment." If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 13.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. SECTION 13.02. Satisfaction of Sinking Fund Payments with Securities. The Issuer (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Issuer pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided that such Securities have not been previously so credited pursuant to the terms of such Securities. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. SECTION 13.03. Redemption of Securities for Sinking Fund. Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Issuer will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 13.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 12.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Issuer in the manner provided in Section 12.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 12.06 and 12.07. 63 ARTICLE FOURTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS SECTION 14.01. Exemption from Individual Liability. No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Issuer or any Guarantor, or of any successor Person, either directly or through the Issuer or any Guarantor, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations of the Issuer and any Guarantor, as applicable, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors, as such, of the Issuer or any Guarantor, or of any successor Person, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or director, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Securities. ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES SECTION 15.01. Purposes of Meetings. A meeting of Holders of Securities of all or any series may be called at any time and from time to time pursuant to the provisions of this Article for any of the following purposes: (1) to give any notice to the Issuer or to the Trustee, or to give any directions to the Trustee, or to waive any default hereunder and its consequences, or to take any other action authorized to be taken by the Holders of Securities pursuant to any of the provisions of Article Six; (2) to remove the Trustee and appoint a successor Trustee pursuant to the provisions of Article Seven; (3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 10.02; or 64 (4) to take any other action authorized to be taken by or on behalf of the Holders of any specified percentage in aggregate principal amount of the Securities of all or any series, as the case may be, under any other provision of this Indenture or under applicable law. SECTION 15.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of Holders of Securities of all or any series to take any action specified in Section 15.01, to be held at such time and at such place in the Borough of Manhattan, The City of New York, as the Trustee shall determine. Notice of every meeting of the Holders of Securities of all or any series, setting forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to all Holders of Securities of each series that may be affected by the action proposed to be taken at such meeting by publication at least twice in an Authorized Newspaper prior to the date fixed for the meeting, the first publication to be not less than 20 nor more than 180 days prior to the date fixed for the meeting, and the last publication to be not more than five days prior to the date fixed for the meeting, or such notice may be given to Holders by mailing the same by first class mail, postage prepaid, to the Holders of Securities at the time Outstanding, at their addresses as they shall appear in the Security Register, not less than 20 nor more than 60 days prior to the date fixed for the meeting. Failure to receive such notice or any defect therein shall in no case affect the validity of any action taken at such meeting. Any meeting of Holders of Securities of all or any series shall be valid without notice if the Holders of all such Securities Outstanding, the Issuer and the Trustee are present in person or by proxy or shall have waived notice thereof before or after the meeting. SECTION 15.03. Call of Meetings by Issuer or Holders. In case at any time the Issuer by Board Resolution, or the Holders of at least 10% in aggregate principal amount of the Securities then Outstanding of each series that may be affected by the action proposed to be taken at the meeting shall have requested the Trustee to call a meeting of Holders of Securities of all series that may be so affected to take any action authorized in Section 15.01 by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed or made the first publication of the notice of such meeting within 30 days after receipt of such request, then the Issuer or the Holders in the amount above specified may determine the time and the place in the Borough of Manhattan, The City of New York for such meeting and may call such meeting by mailing or publishing notice thereof as provided in Section 15.02. SECTION 15.04. Qualification for Voting. To be entitled to vote at any meeting of Holders a Person shall (a) be a Holder of one or more Securities of a series affected by the action proposed to be taken, or (b) be a Person appointed by an instrument in writing as proxy by the Holder of one or more such Securities. The right of Holders to have their votes counted shall be subject to the proviso in the definition of "Outstanding" in Section 1.01. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their 65 counsel, any representatives of the Trustee and its counsel and any representatives of the Issuer and its counsel. SECTION 15.05. Quorum; Adjourned Meetings. At any meeting of Holders, the presence of Persons holding or representing Securities in an aggregate principal amount sufficient to take action on the business for the transaction of which such meeting was called shall be necessary to constitute a quorum. No business shall be transacted in the absence of a quorum unless a quorum is represented when the meeting is called to order. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of the Holders of Securities (as provided in Section 15.03), be dissolved. In any other case the Persons holding or representing a majority in aggregate principal amount of the Securities represented at the meeting may adjourn such a meeting for a period of not less than 10 days with the same effect, for all intents and purposes, as though a quorum had been present. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be similarly further adjourned for a period of not less than 10 days. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 15.02 except that, in the case of publication, such notice need be published only once but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened, and in the case of mailing, such notice may be mailed not less than five days prior to such date. Any Holder of a Security who has executed an instrument in writing complying with the provisions of Section 1.04 shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided, however, that such Holder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of the Holders of Securities of any series duly held in accordance with this Section shall be binding on all Holders of such series of Securities whether or not present or represented at the meeting. SECTION 15.06. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Issuer or by Holders of Securities as provided in Section 15.03, in which case the Issuer or the Holders of Securities calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in principal amount of the Securities represented at the meeting. 66 At any meeting each Holder of a Security of a series entitled to vote at such meeting, or proxy therefor, shall be entitled to one vote for each $1,000 principal amount (in the case of Original Issue Discount Securities, such principal amount to be determined as provided in the definition of "Outstanding") of Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote except as a Holder of Securities of such series or proxy therefor. Any meeting of Holders of Securities duly called pursuant to the provisions of Section 15.02 or 15.03 at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. SECTION 15.07. Voting Procedure. The vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures of the Holders of Securities entitled to vote at such meeting, or proxies therefor, and on which shall be inscribed an identifying number or numbers or to which shall be attached a list of identifying numbers of the Securities so held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Holders of Securities shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed or published as provided in Section 15.02 and, if applicable, Section 15.05. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Issuer and the other to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. SECTION 15.08. Written Consent in Lieu of Meetings. The written authorization or consent by the Holders of the requisite percentage in aggregate principal amount of Securities of any series herein provided, entitled to vote at any such meeting, evidenced as provided in Section 1.04 and filed with the Trustee, shall be effective in lieu of a meeting of the Holders of Securities of such series, with respect to any matter provided for in this Article Fifteen. SECTION 15.09. No Delay of Rights by Meeting. Nothing contained in this Article shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders of Securities of any or all series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in 67 the exercise of any right or rights conferred upon or reserved to the Trustee or the Holders of Securities of any or all such series under any provisions of this Indenture or the Securities. ARTICLE SIXTEEN MISCELLANEOUS SECTION 16.01. Counterparts. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. ______________________ hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions hereinabove set forth. 68 SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above. WCI COMMUNITIES, INC. By: ___________________________________ Name: Title: ___________________________, as Trustee By: ___________________________________ Name: Title: EX-5 5 y08497exv5.txt OPINION OF SIMPSON THACHER & BARTLETT LLP EXHIBIT 5 May 11, 2005 WCI Communities, Inc. 24301 Walden Center Drive Suite 300 Bonita Springs, Florida 34134 Ladies and Gentlemen: We have acted as counsel to WCI Communities, Inc., a Delaware corporation (the "Company"), and to certain subsidiaries of the Company named in Schedules I and II hereto (individually, a "Guarantor" and collectively, the "Guarantors") in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed by the Company and the Guarantors with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to (i) shares of common stock of the Company par value $0.01 per share (the "Common Stock"); (ii) shares of preferred stock of the Company par value $0.01 per share (the "Preferred Stock"); (iii) debt securities, which may be senior ("Senior Debt Securities"), senior subordinated ("Senior Subordinated Debt Securities") or subordinated (the "Subordinated Debt Securities") (collectively, the "Debt Securities"); and (iv) guarantees of the Guarantors to be issued in connection with the Debt Securities (the "Guarantees"). The Common Stock, the Preferred Stock, the Debt Securities and the Guarantees are hereinafter referred to collectively (together with any additional securities that may be issued by the Company pursuant to Rule 462(b) (as prescribed by the Commission pursuant to the Securities Act)) as the "Securities." The Securities may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the "Prospectus") and supplements to the Prospectus (the "Prospectus Supplements") and pursuant to Rule 415 under the Securities Act for an aggregate initial offering price not to exceed $1,000,000,000. The Senior Debt Securities and the Guarantees thereof will be issued under an Indenture (the "Senior Indenture") among the Company, the Guarantors, if any, and a senior trustee to be appointed by the Company (the "Senior Trustee"). The Senior Subordinated Debt Securities and the Guarantees thereof will be issued under an Indenture (the "Senior Subordinated Indenture") among the Company, the Guarantors, if any, and a senior subordinated trustee to be appointed by the Company (the "Senior Subordinated Trustee"). The Subordinated Debt Securities and the Guarantees thereof will be issued under an Indenture (the "Subordinated Indenture") among the Company, the Guarantors, if any, and a subordinated trustee to be appointed by the Company (the "Subordinated Trustee"). The Senior Indenture, the Senior Subordinated Indenture and the Subordinated Indenture are hereinafter referred to collectively as the "Indentures." We have examined the Registration Statement, a form of the share certificate and the forms of the Indentures, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors. In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We also have assumed that at the time of execution, authentication, issuance and delivery of the Debt Securities, the Indentures will be the valid and legally binding obligation of the applicable Trustee. We have assumed further that (1) at the time of execution, authentication, issuance and delivery of the Debt Securities and the Guarantees related thereto, the Indentures will have been duly authorized, executed and delivered by the Company and the Guarantors and (2) the execution, delivery and performance by the Guarantors listed on Schedule II hereto (the "Non-Delaware Guarantors") of the Indentures and the Guarantees related thereto will not violate the laws of Pennsylvania, New Jersey, Florida, Virginia or Maryland or any other applicable laws (excepting the law of the State of New York and the federal laws of the United States). Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that: 1. With respect to the Common Stock, assuming (a) the taking by the Board of Directors of the Company of all necessary corporate action to authorize and approve the issuance of the Common Stock and (b) due issuance and delivery of the Common Stock, upon payment therefor in accordance with the applicable definitive underwriting agreement approved by the Board of Directors of the Company, the Common Stock will be validly issued, fully paid and nonassessable. 2. With respect to the Preferred Stock, assuming (a) the taking by the Board of Directors of the Company of all necessary corporate action to authorize and approve the issuance of the Preferred Stock, (b) due filing of the Certificate of Designations and (c) due issuance and delivery of the Preferred Stock, upon payment therefor in accordance with the applicable definitive underwriting agreement approved by the Board of Directors of the Company, the Preferred Stock will be validly issued, fully paid and nonassessable. 3. With respect to the Debt Securities, assuming (a) the taking of all necessary corporate action to approve the issuance and terms of any Debt Securities, the terms of the offering thereof and related matters by the Board of Directors of the Company, a duly constituted and acting committee of such Board or duly authorized officers of the Company (such Board of Directors, committee or authorized officers being referred to herein as the "Board") and (b) the due execution, authentication, issuance and delivery of such Debt Securities, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Indenture and such agreement, such Debt Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms. 4. With respect to the Guarantees, assuming (a) the taking of all necessary corporate action to approve the issuance and terms of the Guarantees and related matters by the Board of Directors of each Guarantor, a duly constituted and acting committee of such Board or duly authorized officers of each Guarantor, (b) the due execution, authentication, issuance and delivery of the Debt Securities underlying such Guarantees, upon payment of the consideration therefor provided for in the applicable definitive purchase, underwriting or similar agreement approved by the Board and otherwise in accordance with the provisions of the applicable Indenture and such agreement and (c) the due issuance of such Guarantees, such Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms. Our opinions set forth in paragraphs 3 and 4 above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing. We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus included in the Registration Statement. Very truly yours, /s/ Simpson Thacher & Bartlett LLP ----------------------------------- SIMPSON THACHER & BARTLETT LLP SCHEDULE I DELAWARE GUARANTORS Bay Colony - Gateway, Inc. Carpentry Management Associates, LLC Communities Finance Company, LLC Dix Hills Home & Land Company LLC East Fishkill Development LLC First Fidelity Title, Inc. GC Assets of Nassau, Inc. Hopewell Crossing Home & Land Company, LLC Lake Grove Home & Land Company, LLC. Mansion Ridge Home & Land Company LLC Pelican Landing Golf Resort Ventures, Inc. Southbury Home & Land Company LLC Spectrum Anderson Hill 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 FS Corp. 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 Spectrum Monroe 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. The Mansion Ridge Sewer Company, Inc. The Valimar Home & Land Company LLC Tiburon Golf Ventures, Inc. Watermark Realty, Inc. WCI Mid-Atlantic U.S. Region, Inc. WCI Northeast U.S. Region, LLC WCI Towers Mid-Atlantic USA, Inc. WCI Towers Northeast USA, Inc. SCHEDULE II NON-DELAWARE GUARANTORS Bay Colony of Naples, Inc. Bay Colony Realty Associates, Inc. Communities Amenities, Inc. 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. Fair Oaks Parkway, LLC Financial Resources Group, Inc. Florida Design Communities, Inc. Florida Lifestyle Management Company Florida National Properties, Inc. Gateway Communications Services, Inc. Gateway Communities, Inc. Gateway Realty Sales, Inc. Heron Bay Golf Course Properties, Inc. Heron Bay, Inc. Hunting Ridge II, LLC Hunting Ridge III, LLC JYC Holdings, Inc. Marbella at Pelican Bay, Inc. Pelican Bay Properties, Inc. Pelican Landing Communities, Inc. Pelican Landing Properties, Inc. Pelican Marsh Properties, Inc. Poplar Tree, LLC Renaissance at Beacon Hill, LLC Renaissance at Beacon Hill II, LLC Renaissance at Bellview Road, LLC Renaissance at Bridges of Oakton, LLC Renaissance at Bridges of Oakton II, LLC Renaissance at Cardinal Forest, LLC Renaissance Centro Arlington LLC Renaissance Centro Columbia LLC Renaissance at Customs 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, Inc. Renaissance at River Creek II, LLC Renaissance at River Creek Towns, LLC Renaissance at River Creek Villas, Inc. Renaissance at Roseland, Inc. Renaissance at Rugby Road, LLC Renaissance at Rugby Road II, LLC Renaissance at South River, Inc. Renaissance at The Oaks, LLC Renaissance at Timberlake, LLC Renaissance at Timberlake II, 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. Spectrum North Bergen LLC Spectrum PDC Corp. Sun City Center Realty, Inc. Tarpon Cove Realty, Inc. Tarpon Cove Yacht & Racquet Club, Inc. The Colony at Pelican Landing Golf Club, Inc. Watermark Realty Referral, 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 Realty, Inc. WCI Towers, Inc. Woodland Properties, LLC EX-12.1 6 y08497exv12w1.txt STATEMENT RE COMPUTATION OF RATIOS . . . Exhibit 12.1 RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (In thousands)
For the quarter ended March 31, For the years ended December 31, ------------- --------------------------------------------------------- 2005 2004 2003 2002 2001 2000 -------- --------- --------- --------- --------- --------- Earnings: Pre-tax income from operations before adjustment for minority interests in consolidated subsidiaries or income or loss from equity investees $ 25,188 $ 199,700 $ 169,203 $ 172,018 $ 167,317 $ 135,462 Fixed charges 25,760 91,437 79,771 74,659 71,750 70,112 Plus: amortization of capitalized interest 7,967 29,447 28,040 20,940 18,443 14,233 Plus: distributed income from equity investees 994 7,124 4,095 2,916 6,656 2,968 Less: capitalized interest (9,811) (41,466) (38,816) (38,093) (33,158) (37,600) -------- --------- --------- --------- --------- --------- Earnings available for fixed charges $ 50,098 $ 286,242 $ 242,293 $ 232,440 $ 231,008 $ 185,175 Fixed charges: Interest incurred, both expensed and capitalized $ 23,076 $ 81,790 $ 71,055 $ 66,345 $ 63,328 $ 62,100 Debt issue cost amortization in the period 950 3,461 3,050 3,290 3,919 4,630 Rental expense representative of interest factor 1,734 6,186 5,666 5,024 4,503 3,382 -------- --------- --------- --------- --------- --------- Fixed charges $ 25,760 $ 91,437 $ 79,771 $ 74,659 $ 71,750 $ 70,112 Preferred stock dividends $ -- $ -- $ -- $ -- $ -- $ -- Ratio of earnings to fixed charges 1.94 3.13 3.04 3.11 3.22 2.64 Ratio of earnings to combined fixed charges and preferred stock dividends 1.94 3.13 3.04 3.11 3.22 2.64
EX-23.2 7 y08497exv23w2.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED CERTIFIED ------------------------------------------ PUBLIC ACCOUNTING FIRM ---------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 28, 2005, except for Note 22 as to which the date is May 9, 2005 relating to the financial statements, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in WCI Communities, Inc.'s Current Report on Form 8-K dated May 11, 2005. We also consent to the references to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Miami, Florida May 11, 2005 -----END PRIVACY-ENHANCED MESSAGE-----