Wci Communities Inc – ‘S-4’ on 4/6/01 – EX-10.2

On:  Friday, 4/6/01, at 5:33pm ET   ·   Accession #:  950123-1-3217   ·   File #:  333-58500

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Wci Communities, Inc. Etal                           272   1.46M 
 2: EX-1.1      Purchase Agreement                                    50    199K 
 3: EX-3.1      Certificate of Inc.: Wci Communities as Amended       19     73K 
12: EX-3.10     C.O.I.: Wi Ultracorp of Florida, Inc.                  1     29K 
13: EX-3.11     A.O.I.: Bay Colony of Naples, Inc.                     2     32K 
14: EX-3.12     A.O.I.: Bay Colony Realty Associates, Inc.             1     26K 
15: EX-3.13     A.O.I.: Communities Amenities, Inc.                    3     32K 
16: EX-3.14     A.O.I.: Communities Home Builders, Inc.                3     32K 
17: EX-3.15     A.O.I.: Coral Ridge Communities, Inc.                  4     37K 
18: EX-3.16     A.O.I.: Coral Ridge Properties, Inc.                   7     46K 
19: EX-3.17     A.O.I.: Coral Ridge Realty, Inc., as Amended          12     61K 
20: EX-3.18     A.O.I.: Coral Ridge Realty Sales, Inc.                 9     50K 
21: EX-3.19     A.O.I.: Financial Resources Group, Inc.                3     31K 
 4: EX-3.2      Restated C.O.I.: Bay Colony-Gateway, Inc.             17     77K 
22: EX-3.20     A.O.I.: Florida Design Communities, Inc. as Amend      7     44K 
23: EX-3.21     A.O.I.: Florida Lifestyle Management Co., as Amndd    10     45K 
24: EX-3.22     A.O.I.: Florida National Properties, Inc.              4     36K 
25: EX-3.23     A.O.I.: Gateway Communities, Inc.                      2     32K 
26: EX-3.24     A.O.I.: Gateway Communications Services, Inc.          2     31K 
27: EX-3.25     A.O.I.: Gateway Realty Sales, Inc.                     3     31K 
28: EX-3.26     A.O.I.: Heron Bay, Inc.                                4     36K 
29: EX-3.27     A.O.I.: Heron Bay Golf Course Properties, Inc.         4     36K 
30: EX-3.28     A.O.I.: Jyc Holdings, Inc.                             3     33K 
31: EX-3.29     A.O.I.: Livingston Naples, Inc., as Amended            4     35K 
 5: EX-3.3      Certificate of Formation of Communities Finance        4     31K 
32: EX-3.30     A.O.I.: Livingston Road, Inc.                          3     34K 
33: EX-3.31     A.O.I.: Marbella at Pelican Bay, Inc.                  3     33K 
34: EX-3.32     A.O.I.: Pelican Bay Properties, Inc.                   3     34K 
35: EX-3.33     A.O.I.: Pelican Landing Communities, Inc.              1     29K 
36: EX-3.34     A.O.I.: Pelican Landing Properties, as Amended         9     44K 
37: EX-3.35     A.O.I.: Pelican Marsh Properties, Inc.                 2     30K 
38: EX-3.36     A.O.I.: Sarasota Tower, Inc.                           3     33K 
39: EX-3.37     A.O.I.: Sun City Center Realty, Inc., as Amended       8     41K 
40: EX-3.38     A.O.I.: the Colony at Pelican Landing Golf Club        2     33K 
41: EX-3.39     A.O.I.: Tarpon Cove Yacht & Racquet Club, Inc.         5     40K 
 6: EX-3.4      C.O.I.: First Fidelity Title, Inc.                    12     62K 
42: EX-3.40     A.O.I.: Tarpon Cove Realty, Inc.                       2     30K 
43: EX-3.41     A.O.I.: Watermark Pools, Inc.                          3     33K 
44: EX-3.42     A.O.I.: Watermark Realty Referral, Inc., as Amndd      5     38K 
45: EX-3.43     A.O.I.: Wci Communities Property Management, Inc.      3     33K 
46: EX-3.44     A.O.I.: Wci Golf Group, Inc.                           3     34K 
47: EX-3.45     A.O.I.: Wci Homes, Inc.                                3     33K 
48: EX-3.46     A.O.I.: Wci Realty, Inc.                               2     30K 
49: EX-3.47     A/R By-Laws: Wci Communities, Inc.                    14     74K 
50: EX-3.48     A/R By-Laws: Bay Colony-Gateway, Inc.                 29     82K 
51: EX-3.49     Limited Liability Co Agreement: Comm Fin Co, LLC      10     60K 
 7: EX-3.5      Certificate of Formation of Panther Developments       3     31K 
52: EX-3.50     By-Laws of First Fidelity Title, Inc.                 28     75K 
53: EX-3.51     Limited Liability Co Agreement: Panther Develop        9     61K 
54: EX-3.52     By-Laws of Pelican Landing Golf Resort Ventures       13     72K 
55: EX-3.53     By-Laws of Sun City Center Golf Properties, Inc.      16     74K 
56: EX-3.54     By-Laws of Tiburon Golf Ventures, Inc.                12     63K 
57: EX-3.55     By-Laws of Watermark Realty, Inc.                     16     74K 
58: EX-3.56     By-Laws of Wi Ultracorp of Florida, Inc.              10     59K 
59: EX-3.57     By-Laws of Bay Colony of Naples, Inc.                 14     74K 
60: EX-3.58     By-Laws of Bay Colony Realty Associates, Inc.         10     52K 
61: EX-3.59     By-Laws of Communities Amenities, Inc.                 7     51K 
 8: EX-3.6      C.O.I.: Pelican Landing Golf Resort Ventures, Inc.     4     40K 
62: EX-3.60     By-Laws of Communities Home Builders, Inc.             7     51K 
63: EX-3.61     By-Laws of Coral Ridge Communities, Inc.               7     50K 
64: EX-3.62     By-Laws of Coral Ridge Properties, Inc.               18     50K 
65: EX-3.63     By-Laws of Coral Ridge Realty, Inc.                   11     54K 
66: EX-3.64     By-Laws of Coral Ridge Realty Sales, Inc.             10     55K 
67: EX-3.65     By-Laws of Financial Resources Group, Inc.            14     74K 
68: EX-3.66     By-Laws of Florida Design Communities, Inc.           16     71K 
69: EX-3.67     A/R By-Laws of Florida Lifestyle Management Co        25     64K 
70: EX-3.68     By-Laws of Florida National Properties, Inc.           7     50K 
71: EX-3.69     By-Laws of Gateway Communities, Inc.                  27     72K 
 9: EX-3.7      C.O.I.: Sun City Center Golf Properties, Inc.          7     47K 
72: EX-3.70     By-Laws of Gateway Communications Services, Inc.      16     69K 
73: EX-3.71     By-Laws of Gateway Realty Sales, Inc.                 13     71K 
74: EX-3.72     By-Laws of Heron Bay, Inc.                             7     50K 
75: EX-3.73     By-Laws of Heron Bay Golf Course Properties, Inc.     16     74K 
76: EX-3.74     By-Laws of Jyc Holdings, Inc.                          7     50K 
77: EX-3.75     By-Laws of Livingston Naples, Inc.                     7     51K 
78: EX-3.76     By-Laws of Livingston Road, Inc.                       7     50K 
79: EX-3.77     By-Laws of Marbella at Pelican Bay, Inc.               7     53K 
80: EX-3.78     By-Laws of Pelican Bay Properties, Inc.               11     44K 
81: EX-3.79     By-Laws of Pelican Landing Communities, Inc.           7     50K 
10: EX-3.8      C.O.I.: Tiburon Golf Ventures, Inc.                    4     40K 
82: EX-3.80     By-Laws of Pelican Landing Properties, Inc.           16     71K 
83: EX-3.81     By-Laws of Pelican Marsh Properties, Inc.             10     52K 
84: EX-3.82     By-Laws of Sarasota Tower, Inc.                        7     51K 
85: EX-3.83     A/R By-Laws of Sun City Center Realty, Inc.           26     65K 
86: EX-3.84     By-Laws of the Colony at Pelican Landing Golf Club    21     77K 
87: EX-3.85     By-Laws of Tarpon Cove Yacht & Racquet Club, Inc.     27     77K 
88: EX-3.86     By-Laws of Tarpon Cove Realty, Inc.                   10     52K 
89: EX-3.87     By-Laws of Watermark Pools, Inc.                       7     50K 
90: EX-3.88     By-Laws of Watermark Realty Referral, Inc.            16     74K 
91: EX-3.89     By-Laws of Wci Communities Property Management         7     50K 
11: EX-3.9      C.O.I.: Watermark Realty, Inc., as Amended             8     40K 
92: EX-3.90     By-Laws of Wci Golf Group, Inc.                        7     51K 
93: EX-3.91     By-Laws of Wci Homes, Inc.                             7     51K 
94: EX-3.92     By-Laws of Wci Realty, Inc.                           11     55K 
95: EX-4.1      Indenture                                            152    669K 
96: EX-4.3      Registration Rights Agreement                         32    132K 
97: EX-5.1      Opinion of Simpson Thacher & Bartlett                  6     39K 
98: EX-9.1      Investors' Agreement, Dated as of November 30, 98     27    108K 
99: EX-9.2      First Amendment to Investors' Agreement                8     49K 
100: EX-10.1     Primary Tax Allocation Agreement                      12     60K  
101: EX-10.2     3rd Con A/R Senior Secured Facilities Credit Agrmt   137    497K  
102: EX-10.3     Employment Agreement: Don E. Ackerman                 10     54K  
103: EX-10.4     Employment Agreement: Alfred Hoffman, Jr.             11     61K  
104: EX-12.1     Statement Re Computation of Ratios                     1     29K  
105: EX-21.1     Subsidiaries                                           2     30K  
106: EX-23.2     Consent of Pricewaterhousecoopers LLP                  1     27K  
107: EX-23.3     Consent of Kpmg LLP                                    1     27K  
108: EX-25.1     Form T-1                                              13     60K  
109: EX-99.1     Form of Letter of Transmittal                         14     95K  
110: EX-99.2     Notice of Guaranteed Delivery                          3     36K  

EX-10.2   —   3rd Con A/R Senior Secured Facilities Credit Agrmt
Exhibit Table of Contents

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                                                                    Exhibit 10.2

THIRD CONSOLIDATED, AMENDED AND RESTATED
SENIOR SECURED FACILITIES CREDIT AGREEMENT

AMONG 
WCI COMMUNITIES, INC. 
AS BORROWER 

AND 

WATERMARK COMMUNITIES, INC. 
BAY COLONY-GATEWAY, INC.
AND CERTAIN OTHER ENTITIES AS GUARANTORS

AND 

FLEET NATIONAL BANK 

AND 

OTHER LENDERS WHICH ARE OR MAY BECOME 
PARTIES TO THIS AGREEMENT 

AND 

FLEET NATIONAL BANK 
AS LEAD AGENT 

AND 

FLEETBOSTON ROBERTSON STEPHENS INC. 
AS LEAD ARRANGER

AND 

WACHOVIA BANK, N.A. 
AS DOCUMENTATION AGENT

AND 

BANK UNITED, A FEDERAL SAVINGS BANK 
AS CO-AGENT 

GUARANTY FEDERAL BANK 
AS CO-AGENT 

DATED AS OF 

FEBRUARY 20, 2001 

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 TABLE OF CONTENTS

                                                                          Page

Section 1       DEFINITIONS.............................................     2  

Section 1.1     RULES OF INTERPRETATION.................................    23  

Section 2       THE CREDIT..............................................    24  

Section 2.1     SENIOR AMORTIZING TERM LOAN AND REVOLVING CREDIT LOAN...    24  

Section 3       REVOLVING CREDIT LOAN...................................    24  

Section 3.1     COMMITMENT TO LEND AND BORROWER'S PROMISE TO PAY........    24  

Section 3.2     MAXIMUM REVOLVER AMOUNT.................................    24  

Section 3.3     THE REVOLVING CREDIT NOTE(S)............................    25  

Section 3.4     LOAN ACCOUNT; CERTAIN PREPAYMENTS.......................    25  

Section 3.5     REVOLVING CREDIT ADVANCES; INTEREST RATES...............    26  

Section 3.6     INTEREST................................................    31  

Section 3.7     FUNDS FOR REVOLVING CREDIT LOANS........................    32  

Section 3.8     LETTERS OF CREDIT.......................................    33  

Section 4       SENIOR AMORTIZING TERM LOAN.............................    34  

Section 4.1     COMMITMENT TO LEND AND BORROWER'S PROMISE TO PAY........    34  

Section 4.2     THE SENIOR AMORTIZING TERM NOTE(S)......................    34  

Section 4.3     LOAN ACCOUNT; CERTAIN PREPAYMENTS.......................    34  

Section 4.4     INTEREST................................................    35  

Section 4.5     EURODOLLAR RATE DETERMINATIONS WITH RESPECT TO                  
              THE SENIOR AMORTIZING TERM LOAN.........................    35

Section 4.6     PRINCIPAL...............................................    36  

Section 5       FEES....................................................    37  

Section 5.1     ORIGINATION FEE.........................................    37  

Section 5.2     COMMITMENT FEE..........................................    37  

Section 5.3     AGENT'S FEE.............................................    37  

Section 5.4     LETTER OF CREDIT FEE....................................    37  

Section 5.5     ADDITIONAL AMOUNTS PAYABLE ON ACCOUNT OF                        
              CREDIT FACILITIES.......................................    37

Section 5.6     ADDITIONAL COSTS AND EXPENSES; RESERVE REQUIREMENTS.....    38  

Section 5.7     INDEMNIFICATION.........................................    39  

Section 6       PAYMENTS; COMPUTATIONS; AND INTEREST LIMITATION.........    40  

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Section 6.1     PAYMENTS................................................    40  

Section 6.2     COMPUTATIONS............................................    40  

Section 6.3     INTEREST LIMITATION.....................................    40  

Section 7       SECURITY, GUARANTIES AND DEPOSITORY ACCOUNT.............    41  

Section 7.1     SECURITY................................................    41  

Section 7.2     GUARANTY................................................    41  

Section 7.3     DEPOSITORY ACCOUNT AND WORKING CAPITAL ACCOUNT..........    42  

Section 8       REPRESENTATIONS AND WARRANTIES..........................    44  

Section 8.1     EXISTENCE, ETC..........................................    44  

Section 8.2     CAPITALIZATION..........................................    45  

Section 8.3     AUTHORITY, ETC..........................................    45  

Section 8.4     BINDING EFFECT OF DOCUMENTS, ETC........................    45  

Section 8.5     NO EVENTS OF DEFAULT, ETC...............................    46  

Section 8.6     CHIEF EXECUTIVE OFFICE..................................    46  

Section 8.7     FINANCIAL STATEMENTS; SOLVENCY; CONSIDERATION...........    46  

Section 8.8     MATERIAL ADVERSE CHANGE.................................    46  

Section 8.9     MORTGAGE AND LIENS......................................    47  

Section 8.10    INDEBTEDNESS............................................    47  

Section 8.11    LITIGATION..............................................    47  

Section 8.12    NO DEFAULT..............................................    47  

Section 8.13    TAXES...................................................    47  

Section 8.14    COLLATERAL..............................................    47  

Section 8.15    COMPLIANCE OF PROPERTIES WITH LAW.......................    48  

Section 8.16    ERISA COMPLIANCE; SEVERANCE OBLIGATIONS.................    48  

Section 8.17    OTHER REPRESENTATIONS...................................    49  

Section 8.18    DISCLOSURE..............................................    49  

Section 8.19    LOANS AS SENIOR INDEBTEDNESS............................    50  

Section 8.20    HOLDING COMPANY AND INVESTMENT COMPANY ACTS.............    50  

Section 8.21    REGULATIONS U AND X.....................................    50  

Section 8.22    FISCAL YEAR.............................................    50  

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Section 8.23    COMPLIANCE WITH CERTAIN ENVIRONMENTAL LAWS AND LAWS             
              PERTAINING TO LAND SALES................................    50

Section 8.24    INSURANCE...............................................    52  

Section 8.25    COMMON ENTERPRISE AND CONSIDERATION.....................    52  

Section 8.26    YEAR 2000 COMPLIANCE....................................    52  

Section 8.27    JOINT VENTURES AND LIMITED PARTNERSHIPS.................    52  

Section 8.28    PROJECTS................................................    53  

Section 8.29    OPTIONS, LAND BANKING FACILITIES AND ACQUISITIONS.......    53  

Section 9       CONDITIONS AND EFFECTIVENESS............................    53  

Section 9.1     LOAN DOCUMENTS, ETC.....................................    53  

Section 9.2     LEGALITY OF TRANSACTIONS................................    53  

Section 9.3     REPRESENTATIONS AND WARRANTIES..........................    53  

Section 9.4     PERFORMANCE, ETC........................................    53  

Section 9.5     CERTIFIED COPIES OF CERTAIN DOCUMENTS...................    53  

Section 9.6     PROOF OF ACTION.........................................    54  

Section 9.7     ENVIRONMENTAL REPORTS...................................    54  

Section 9.8     INCUMBENCY CERTIFICATE..................................    54  

Section 9.9     PROCEEDINGS AND DOCUMENTS...............................    54  

Section 9.10    MORTGAGES...............................................    54  

Section 9.11    FEES....................................................    54  

Section 9.12    LEGAL OPINIONS..........................................    54  

Section 9.13    SECURITY DOCUMENTS......................................    55  

Section 9.14    TITLE INSURANCE.........................................    55  

Section 9.15    SUBORDINATED DEBT.......................................    55  

Section 9.16    SENIOR SUBORDINATED NOTES...............................    55  

Section 9.17    INTEREST RATE PROTECTION................................    55  

Section 9.18    BORROWING BASE REPORT...................................    55  

Section 9.19    EVIDENCE OF INSURANCE...................................    56  

Section 9.20    SUBORDINATION AGREEMENT.................................    56  

Section 9.21    LIQUIDITY...............................................    56  

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Section 9.22    HOFFMAN AND ACKERMAN EQUITY.............................    56  

Section 10      CONDITIONS TO SUBSEQUENT LOAN ADVANCES..................    56  

Section 10.1    LEGALITY OF TRANSACTIONS................................    56  

Section 10.2    REPRESENTATIONS AND WARRANTIES..........................    56  

Section 10.3    PERFORMANCE, ETC........................................    56  

Section 10.4    PROCEEDINGS AND DOCUMENTS...............................    56  

Section 10.5    PAYMENT OF FEES.........................................    57  

Section 10.6    EBITDA TO INTEREST INCURRED.............................    57  

Section 11      COVENANTS...............................................    57  

Section 11.1    PUNCTUAL PAYMENT........................................    57  

Section 11.2    INTEREST RATE PROTECTION................................    57  

Section 11.3    LEGAL EXISTENCE, ETC....................................    57  

Section 11.4    MERGER AND CONSOLIDATION................................    58  

Section 11.5    CHANGE OF CORPORATE NAME................................    58  

Section 11.6    SUBORDINATED DEBT.......................................    58  

Section 11.7    FINANCIAL STATEMENTS AND OTHER REPORTS..................    59  

Section 11.8    INVESTMENTS.............................................    60  

Section 11.9    SECURITY INTERESTS AND LIENS............................    61  

Section 11.10   INDEBTEDNESS............................................    62  

Section 11.11   RESERVES................................................    64  

Section 11.12   PERMITTED DISTRIBUTIONS.................................    64  

Section 11.13   MAXIMUM COMMITMENT AMOUNT...............................    65  

Section 11.14   MINIMUM TANGIBLE NET WORTH..............................    65  

Section 11.15   TOTAL LIABILITIES TO TANGIBLE NET WORTH RATIO...........    66  

Section 11.16   TOTAL SENIOR DEBT TO TANGIBLE NET WORTH.................    66  

Section 11.17   EBITDA TO FIXED CHARGES.................................    66  

Section 11.18   CAPITAL EXPENDITURES....................................    66  

Section 11.19   APPRAISED VALUE.........................................    66  

Section 11.20   UNSOLD UNITS IN PRODUCTION..............................    66  

Section 11.21   ACQUISITIONS............................................    66  

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Section 11.22   BORROWING BASE..........................................    68  

Section 11.23   USE OF LOAN PROCEEDS....................................    70  

Section 11.24   DISPOSITION OF ASSETS...................................    70  

Section 11.25   COMMENCEMENT AND FINANCING OF CONSTRUCTION PROJECTS.....    70  

Section 11.26   MAINTENANCE AND ALTERATIONS.............................    71  

Section 11.27   CERTAIN ENVIRONMENTAL MATTERS...........................    71  

Section 11.28   SALE AND LEASEBACK......................................    72  

Section 11.29   TRANSACTIONS WITH AFFILIATED PERSONS....................    72  

Section 11.30   NOTICE OF LITIGATION AND JUDGMENT.......................    72  

Section 11.31   NOTICE OF DEFAULTS......................................    72  

Section 11.32   BOOKS AND RECORDS.......................................    73  

Section 11.33   INSURANCE...............................................    73  

Section 11.34   TAXES AND MECHANIC'S LIENS..............................    74  

Section 11.35   CONDUCT OF BUSINESS.....................................    74  

Section 11.36   COMPLIANCE WITH LAW.....................................    74  

Section 11.37   ACCESS..................................................    74  

Section 11.38   EQUITY..................................................    75  

Section 11.39   ERISA COMPLIANCE........................................    75  

Section 11.40   FURTHER ASSURANCES......................................    75  

Section 11.41   INTANGIBLE, RECORDING AND STAMP TAX.....................    75  

Section 11.42   MATERIAL ADVERSE CHANGES................................    75  

Section 11.43   SENIOR SUBORDINATED NOTES...............................    76  

Section 11.44   SUN CITY GOLF...........................................    76  

Section 12      EVENTS OF DEFAULT; ACCELERATION; REMEDIES...............    76  

Section 12.1    EVENTS OF DEFAULT; ACCELERATION.........................    76  

Section 12.2    REMEDIES AND DEFAULT RATE...............................    80  

Section 12.3    ENVIRONMENTAL AUDIT.....................................    80  

Section 12.4    ADVANCES................................................    81  

Section 12.5    PROCEEDS................................................    81  

Section 13      SETOFF..................................................    82  

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Section 14      CERTAIN RIGHTS OF AGENT.................................    82  

Section 14.1    RIGHT TO RETAIN THE CONSTRUCTION INSPECTOR..............    82  

Section 14.2    RIGHT TO OBTAIN APPRAISALS..............................    82  

Section 15      EXPENSES................................................    83  

Section 16      INDEMNIFICATION.........................................    83  

Section 17      SURVIVAL OF COVENANTS, ETC..............................    84  

Section 18      THE AGENT; LEAD ARRANGER................................    84  

Section 18.1    AUTHORIZATION...........................................    84  

Section 18.2    EMPLOYEES AND AGENTS....................................    85  

Section 18.3    NO LIABILITY............................................    85  

Section 18.4    NO REPRESENTATIONS......................................    85  

Section 18.5    PAYMENTS................................................    86  

Section 18.7    INDEMNITY...............................................    86  

Section 18.8    AGENT AS LENDER.........................................    87  

Section 18.9    RESIGNATION.............................................    87  

Section 18.10   NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT..........    87  

Section 18.11   DUTIES IN THE CASE OF ENFORCEMENT.......................    87  

Section 18.12   BANKRUPTCY OF BORROWER..................................    88  

Section 18.13   DISCLOSURE..............................................    88  

Section 18.14   LEAD ARRANGER...........................................    88  

Section 18.15   DOCUMENTATION AGENT AND CO-AGENTS.......................    88  

SECTION 19      ASSIGNMENT..............................................    88  

Section 19.1    CONDITIONS TO ASSIGNMENT BY LENDERS.....................    88  

Section 19.2    CERTAIN REPRESENTATIONS AND WARRANTIES;                         
              LIMITATIONS; COVENANTS..................................    89

Section 19.3    REGISTER................................................    90  

Section 19.4    NEW NOTES...............................................    90  

Section 19.5    NO ASSIGNMENT BY BORROWER...............................    90  

Section 19.6    DISCLOSURE..............................................    90  

Section 19.7    WITHHOLDING TAX.........................................    91  

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Section 20      NOTICES, ETC............................................    93  

Section 21      MISCELLANEOUS...........................................    94  

Section 22      ENTIRE AGREEMENT, ETC...................................    95  

Section 23      CONSENTS, AMENDMENTS, WAIVERS, ETC......................    95  

Section 24      RELEASE OF SECURITY.....................................    96  

Section 25      CONSENT TO SERVICE......................................    96  

Section 26      SEVERABILITY............................................    97  

Section 27      WAIVER..................................................    97  

Section 28      RIGHTS OF THIRD PARTIES.................................    97  

Section 29      RELATIONSHIP............................................    97  

Section 30      EXISTING CREDIT AGREEMENT WAIVERS AND RELEASE...........    98  

Section 31      TIME OF THE ESSENCE.....................................    98  

Section 32      SUCCESSORS AND ASSIGNS..................................    98  

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TABLE OF CONTENTS 

                                                                            Page

   LIST OF SCHEDULES

Schedule 1.0          Commitments                                               
Schedule 1.1          Subordinated Debt and Subordinated Debt Holders           
Schedule 1.2          Property Owner(s) and Subsidiaries                        
Schedule 1.4          Adjusted Book Value                                       
Schedule 1.5          Core Business(es)                                         
Schedule 1.6          Options, Land Bank Facilities and Acquisition             
Schedule 1.7          Pledgor Subsidiaries                                      
Schedule 1.9          Permitted Mortgages                                       
Schedule 1.10         Members of the Consolidated Group                         
Schedule 1.12         Ownership of Watermark and the Consolidated Group         
Schedule 1.13         CDD Indebtedness                                          
Schedule 7            Security Documents                                        
Schedule 7.1          Assets Encumbered by Liens                                
Schedule 8.11         Litigation                                                
Schedule 8.15(a)      Developments of Regional Impact                           
Schedule 8.15(b)      PVD, RPD and CPD Zoning Exceptions                        
Schedule 8.15(c)      Actions Pending to Change or Modify Zoning                
Schedule 8.15(d)      Non-Assignable Permits                                    
Schedule 8.23         Existing Environmental Matters                            
Schedule 8.27         Partnership Interests                                     
Schedule 8.28         Projects                                                  
Schedule 8.30         Specific Performance Obligations                          
Schedule 11.29        Existing Affiliate Transactions                           
Schedule 11.39        Pension Plans and Welfare Plans                           

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THIRD CONSOLIDATED, AMENDED AND RESTATED

SENIOR SECURED FACILITIES CREDIT AGREEMENT

       This THIRD CONSOLIDATED, AMENDED AND RESTATED SENIOR SECURED FACILITIES
CREDIT AGREEMENT is made as of the 20th day of February, 2001, among (i) WCI    
COMMUNITIES, INC., a Delaware corporation, having its principal place of        
business at 24301 Walden Center Drive, Bonita Springs, Florida 34134            
("Borrower"); (ii) WATERMARK COMMUNITIES INC., a Delaware corporation, having   
its principal place of business at 24301 Walden Center Drive, Bonita Springs,   
Florida 34134 ("Watermark"), (iii) BAY COLONY-GATEWAY, INC., a Delaware         
corporation, having its principal place of business at the address of the       
Borrower ("BCG"), (iv) Communities Finance Company, LLC, a Delaware limited     
liability company, having its principal place of business at the address of the 
Borrower ("CFC"), (v) FLEET NATIONAL BANK, formerly known as BANKBOSTON, N.A., a
national banking association, having its principal place of business at 111     
Westminster Street, Providence, Rhode Island 02903 ("Fleet"), (vi) certain other
lending institutions, as particularly described on Schedule 1.0, as to the      
designation of such Lender and its Commitment, together with certain other      
lending institutions which may become parties hereto pursuant to Section 19     
(Fleet and the foregoing lending institutions are collectively referred to      
herein as the "Lenders") and (vii) FLEET NATIONAL BANK, formerly known as       
BANKBOSTON, N.A., as Agent for itself and the other Lenders (the "Agent");      

R E C I T A L S:

   Whereas, the Agent, certain of the Lenders, WCI Communities Limited
Partnership ("WCI") and BCG entered into certain revolving and term loan        
facilities established and governed by that certain Amended and Restated Senior 
Secured Facilities Credit Agreement dated February 18, 1997, as modified by the 
following instruments: First Modification of Amended and Restated Senior Secured
Facilities Credit Agreement dated October 6, 1997, Second Modification of       
Amended and Restated Senior Secured Facilities Credit Agreement dated April 27, 
1998 and Third Modification of Amended and Restated Senior Secured Facilities   
Credit Agreement dated November 30, 1998. The foregoing Amended and Restated    
Senior Secured Facilities Credit Agreement, as modified, is referred to herein  
as the "Existing WCI Credit Agreement"; and                                     

Whereas, the Agent, certain of the Lenders and Florida Design   
Communities, Inc. ("FDC") entered into certain revolving and term loan          
facilities established and governed by that certain Second Consolidated, Amended
and Restated Credit Agreement, dated as of August 31, 1995, as amended by that  
First Modification of Second Consolidated, Amended and Restated Credit Agreement
dated August 22, 1997, and as further amended by that certain Second            
Modification of Second Consolidated, Amended and Restated Credit Agreement dated
October 27, 1998 ("Existing FDC Credit Agreement"; the Existing WCI Credit      
Agreement and the Existing FDC Credit Agreement are referred to herein as the   
"Existing Credit Agreements"); and                                              

      Whereas, the Borrower is the successor by corporate name change to FDC
and the surviving corporation in a merger with WCI, and Borrower is the sole    
shareholder of BCG; and                                                         

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        Whereas, each of the members of the Consolidated Group are in the common
enterprise of the acquisition, development, operation and management of         
residential, resort and recreational facilities primarily in the State of       
Florida; and                                                                    

  Whereas, BCG and Borrower desired to combine the credit facilities
described in the Existing Credit Agreements in order to permit the financing of 
the common enterprise of the Consolidated Group; and                            

   Whereas, the Agent, the Borrower, Watermark, BCG and certain of the
Lenders entered into certain revolving and term loan facilities established and 
governed by that certain Consolidated, Amended and Restated Senior Secured      
Facilities Credit Agreement dated as of June 29, 1999; and                      

        Whereas, the Agent, the Borrower, Watermark, BCG and the Lenders entered
into certain revolving and term loan facilities established and governed by that
certain Second Consolidated Amended and Restated Senior Secured Facilities      
Credit Agreement dated as of April 26, 2000 (the "Credit Agreement"), that      
amended and restated the credit agreement in the previous clause; and           

Whereas, BCG and Borrower desire to amend and restate the Credit
Agreement; and                                                                  

    Whereas, the Lenders may in the future enter into certain agreements
with other lending institutions whereby the Lenders will assign to such other   
lending institutions certain portions of the Loans made hereunder;              

     NOW THEREFORE, in consideration of the premises and the covenants and
agreements set forth herein, the receipt and sufficiency of which are hereby    
acknowledged, the parties agree as follows:                                     

      Section 1 DEFINITIONS. The following terms shall have the meanings set
forth in this Section 1 or elsewhere in the provisions of this Agreement        
referred to below:                                                              

Account Debtor. See Section 11.22(a).                           

Ackerman. Don E. Ackerman, an individual resident of Florida.   

   Ackerman Group. Ackerman, any and all family members of Ackerman or
trusts created for their benefit, and any entity of which Ackerman or his family
members control the decision-making authority.                                  

      Adjusted Book Value. The value for condominium pads of Borrower or BCG
as set forth on Schedule 1.4 to this Agreement.                                 

Advance(s). An advance under the Loans.                         

        Agent. Fleet National Bank, a national banking association (as successor
to                                                                              

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BankBoston, N.A.), acting as agent for the Lenders and any successor entity by  
merger to Fleet National Bank.                                                  

Agent's Fee. See Section 5.3.                                   

       Agent's Head Office. The Agent's head office located at 111 Westminster
Street, Providence, Rhode Island 02903 or at such other location as the Agent   
may designate from time to time.                                                

       Agreement. This Third Consolidated, Amended and Restated Senior Secured
Facilities Credit Agreement, including the Schedules and Exhibits hereto.       

   Amenities. Collectively, the golf courses, marinas, clubhouses, and
swimming, tennis and other recreational facilities owned and operated by any    
member of the Consolidated Group.                                               

Applicable Commitment Fee Percentage. See Section 5.2.          

Applicable Laws. See Section 5.5.                               

     Appraisal. An appraisal of the Fair Market Value of real property, in
full compliance with FIRREA, taking into account the current permissible uses of
such property under existing laws and regulations applicable thereto,           
independently and impartially prepared in writing by a qualified appraiser      
selected and retained by Agent, who is not employed by the Borrower; the form   
and substance of such appraisal to be reviewed and approved by the Agent.       

        Appraised Value. The Fair Market Value of real property as determined by
the most recent Appraisal obtained pursuant to Section 14.2.                    

Assignment and Acceptance. See Section 19.                      

  Average Daily Non-Usage Amount. For any period of examination, the
amount obtained where the numerator is the sum of the daily calculations in such
period of the Unfunded Revolving Credit Availability for each day in the period 
and the denominator is the number of days in such period.                       

       Base Rate. The higher of (a) the annual rate of interest announced from
time to time by Fleet at its head office in Providence, Rhode Island as its     
"base rate" or (b) one-half percent (.5%) plus the overnight federal funds      
effective rate, as published by the Board of Governors of the Federal Reserve   
System, as in effect from time to time. Each adjustment to the Base Rate shall  
be effective as of the opening of business on the date of announcement of a     
change in the Base Rate.                                                        

   Base Rate Advance(s). A Revolving Credit Advance which the Borrower
requests to be made as a Base Rate Advance or which is reborrowed as a Base Rate
Advance in accordance with the provisions of Section 3.5(c).                    

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        Base Rate Loan. All or any portion of a Loan bearing interest calculated
by reference to the Base Rate.                                                  

Base Rate Margin. See Section 3.6(a).                           

BCG. Bay Colony-Gateway, Inc., a Delaware corporation.          

BCG Common Stock. See Section 11.6.                             

        BCG Guaranty. That certain Guaranty of Payment and Performance by BCG in
favor of the Lenders and the Agent, dated as of February 17, 1997, and          
reaffirmed as of the Effective Date, in form and substance acceptable to the    
Agent by which BCG guaranties the payment and performance of all Obligations.   

        BCG Security Agreements. Those security documents executed and delivered
by BCG given to secure the obligations of BCG under the BCG Guaranty.           

Borrower. See Preamble.                                         

       Borrower Pledge Agreement. The pledge agreement, dated as of even date,
executed in favor of Agent by Borrower pursuant to which Borrower has pledged   
its shares of its Subsidiaries to the Agent to secure the payment and           
performance of the Obligations of the Borrower.                                 

      Borrowing Base. At any time of determination, the sum of the following
categories of Collateral on which the Agent has a perfected first in priority   
security interest:                                                              

   (a)     Cash. One hundred percent (100%) of Unrestricted Cash, Cash
Equivalents and Cash in Transit in the maximum aggregate amount of              
$8,000,000.00; plus                                                             

        (b)     Developed Lots. Seventy-five percent (75%) of Developed Lot Book
Value. There shall be excluded from this subparagraph (b) Developed Lots that   
are included within the Borrowing Base under any other category set forth below;
plus                                                                            

   (c)     Sold Units. With respect to Units and Qualified Condominium
Units not encumbered by a security interest other than a Security Document on   
Developed Lots for which a Property Owner has entered into a Housing Purchase   
Contract, ninety-five percent (95%) of the difference between (x) as to Units,  
Unit Costs incurred by a Property Owner with respect thereto and as to Qualified
Condominium Units, the Qualified Condominium Unit Costs and (y) the aggregate   
amount of all deposits, down payments or earnest money held pursuant to each    
such Housing Purchase Contract and available to a Property Owner; plus          

  (d)     Unsold Units, Unsold Qualified Condominium Units and Model
Units. With respect to Unsold Units, Unsold Qualified Condominium Units and     
Model Units, in each case not encumbered by a security interest other than a    
Security Document, as to Unsold Units and Model Units, eighty percent (80%) of  
the Unit Costs incurred by a Property Owner with respect thereto and as to      
Qualified Condominium Units, eighty percent (80%) of the Unsold                 

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Qualified Condominium Unit Costs. Units and Qualified Condominium Units shall be
excluded from computation in the Borrowing Base under this subparagraph (d) on  
and after that date which is one (1) year from the date of the issuance of a    
certificate of occupancy for the Unsold Unit or Unsold Qualified Condominium    
Unit. Model Units shall be excluded from computation in the Borrowing Base on   
the date which is three (3) years from the issuance of a certificate of         
occupancy for the Model Unit. Furthermore, the maximum number of Model Units in 
the Borrowing Base shall be limited to two (2) Model Units for each subdivision 
in which the Borrower is actively developing and selling Units; plus            

(e)     Developed Parcels. With respect to Developed Parcels,   
seventy-five percent (75%) of the Developed Parcel Book Value. The maximum      
amount of availability includable in the Borrowing Base amount in this category 
shall be $140,000,000.00 plus seventy percent (70%) of the Adjusted Book Value  
of high-rise condominium parcels as set forth on Schedule 1.4. Although Schedule
1.4 may indicate greater than four (4) condominium development sites for several
Projects, the maximum number of condominium sites included in this calculation  
shall be four (4) at any one time as designated by the Borrower; plus           

    (f)     Land Work in Process. With respect to improvements made by a
Property Owner to Developable Property not covered by (b), (c), (d), or (e)     
above, sixty-five percent (65%) of the Developed Lot Costs of improvements made 
by a Property Owner to such Developable Land and sixty-five percent (65%) of the
Developable Property Book Value of the Developable Property subject to such     
improvements; plus                                                              

(g)     Eligible Receivables. Seventy-five percent (75%) of the 
remainder of aggregate outstanding principal amount less discounts, rebates and 
interest and other fees which may have been added to principal to be paid       
pursuant to Eligible Receivables; plus                                          

        (h)     Amenities. With respect to Amenities, seventy-five percent (75%)
of the difference of the actual cost of the Amenities less the portion of such  
costs allocated on a pro rata basis to sold equity memberships and sold marina  
slips; plus                                                                     

        (i)     Other Developable Property. With respect to Developable Property
where improvements have not commenced and which is not covered by any other     
category in the Borrowing Base, twenty-five (25%) of the difference of (i)      
Developable Property Book Value minus (ii) the amount of CDD Indebtedness and   
Permitted Mortgages applicable to such Developable Property. The maximum amount 
of availability includable in the Borrowing Base amount in this category shall  
be $40,000,000.00;                                                              

      (j)     Eligible Joint Venture. Sixty-five percent (65%) of the amount
of capital contributed by a member of the Consolidated Group to an Eligible     
Joint Venture for which the Borrower has provided to the Agent evidence         
satisfactory to the Agent of the amount of capital contributed. The maximum     
amount of availability in the Borrowing Base under this category shall be       
$15,000,000.00.                                                                 

Provided, however, that:                                        

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      (i)     the cost basis of the Borrowing Base asset shall be reduced by
the amount of any CDD Indebtedness attributable to such asset included in the   
Borrowing Base;                                                                 

        (ii)    the cost basis for any Borrowing Base asset shall not exceed its
net realizable value determined in accordance with generally accepted accounting
principles and with respect to any Borrowing Base category (other than (g) and  
(j) above) on a Project basis as to such category and as to (g) and (j) on an   
asset by asset basis;                                                           

    (iii)   for purposes of the cost calculations in the Borrowing Base,
capitalized costs such as corporate general and administrative costs and        
marketing costs shall be excluded; and                                          

(iv)    Capitalized interest and taxes shall be allocated to the
appropriate categories in the Borrowing Base, then the applicable advance rate  
percentages shall be applied. The aggregate amount of capitalized interest and  
taxes included in the Borrowing Base shall be limited to ten percent (10%) of   
the total Borrowing Base. For example, if the total Borrowing Base is           
$400,000,000.00, the aggregate amount of capitalized interest and taxes included
in the Borrowing Base shall not exceed $40,000,000.00.                          

        Borrowing Base Report(s). A report with respect to the Borrowing Base in
the form attached hereto as Exhibit A.                                          

Business Day. Any day on which banking institutions in Boston,  
Massachusetts are open for the transaction of banking business, and, in the case
of Eurodollar Loans, a day on which commercial banks are open for international 
business (including dealings in dollar deposits) in London or such other        
Eurodollar interbank market as may be selected by the Agent in its sole         
discretion acting in good faith.                                                

Capital Expenditures. Amounts paid or indebtedness incurred by a
Property Owner in connection with the purchase or lease by a Property Owner of  
any assets that would be required to be capitalized and shown on the balance    
sheet of the Borrower in accordance with generally accepted accounting          
principles.                                                                     

Cash Equivalents. Those immediately available financial assets  
classified as Cash Equivalents under generally accepted accounting principles.  

        Cash in Transit. Cash held by title insurance companies, approved by the
Agent, which meets all of the following: (i) is held by the approved title      
insurance company in a trust account and is unconditionally allocated for       
immediate payment to a Property Owner; (ii) derives from the proceeds of the    
sale of Properties; and (iii) will be wire transferred to the Working Capital   
Account within three (3) Business Days of receipt by the title insurance        
company.                                                                        

        CDD. Community Development District applicable to any of the Collateral.

   CDD Indebtedness. The obligations of a Property Owner incurred with
respect to Community Development Districts which constitute Indebtedness and    
which are reflected as a                                                        

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liability on the balance sheet of Borrower as required by generally accepted    
accounting principles, which includes those financial obligations set forth on  
Schedule 1.13.                                                                  

CERCLA. See Section 8.23.                                       

CFC. See Preamble.                                              

        CFC Guaranty. That certain Guaranty of Payment and Performance by CFC in
favor of the Lenders and the Agent, dated as of even date in form and substance 
acceptable to Agent by which CFC guaranties the payment and performance of all  
Obligations.                                                                    

Change of Control. The occurrence of any of the following:      

  (a)     the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series  
of related transactions, of all or substantially all of the properties or assets
of the Borrower or the Pledgor Subsidiaries taken as a whole to any Person other
than a Principal or a Related Party of a Principal, provided that a transaction 
where the Principals and/or Related Parties of a Principal own directly or      
indirectly 50% or more of all classes of capital stock of such Person or group  
immediately after such transaction shall not be a Change of Control;            

(b)     the adoption of a plan relating to the liquidation or   
dissolution of the Borrower;                                                    

(c)     the consummation of any transaction (including, without 
limitation, any merger or consolidation) the result of which is that any        
"person" (as defined herein), other than the Principals and their Related       
Parties, becomes the beneficial owner, directly or indirectly, of more than 50% 
of the voting stock of the Borrower (measured by voting power rather than number
of shares) or Watermark; or                                                     

        (d)     the first day on which a majority of the members of the board of
directors of the Borrower are not Continuing Directors.                         

   CILP. Communities Investors Limited Partnership, a Delaware limited
partnership.                                                                    

Closing Date. April 26, 2000.                                   

       Co-Agent. Bank United, a Federal Savings Bank or Guaranty Federal Bank,
F.S.B.                                                                          

      Code. The Internal Revenue Code of 1986, as amended and in effect from
time to time. To the extent that reference is made to any particular Section of 
the Code, such reference shall be, where the context so admits, to any          
corresponding provisions of any succeeding law.                                 

 Collateral. All of the property, rights and interests that are or
intended to be subject to the security interests and mortgage liens created by  
the Security Documents.                                                         

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    Collateral Documents. All installment sales contracts, the Protected
Interest Rate Agreement, contracts for deeds, promissory notes, mortgages, deeds
of trust and other documents, instruments or agreements (including mortgagee    
title insurance issued for the benefit of the Property Owners), and stock pledge
agreements evidencing or securing the payment of any Receivables together with  
instruments of assignment and such other documents as shall from time to time be
necessary, in the Agent's opinion, to fully perfect and enforce the Lenders'    
rights to Collateral hereunder.                                                 

        Commitment. With respect to each Lender, the obligation to make Loans to
the Borrower under this Agreement up to the amount set forth on Schedule 1.0 as 
the amount of such Lender's Commitment to make Loans to the Borrower, as the    
same may be reduced from time to time. Each Lender's Commitment shall be further
divided into such Lender's Revolving Credit Commitment and such Lender's Senior 
Amortizing Term Loan Commitment.                                                

Commitment Fee. See Section 5.2.                                

     Commitment Percentage. With respect to each Lender and each Loan, the
percentage set forth on Schedule 1.0 as such Lender's percentage of the         
Commitments of all of the Lenders.                                              

Compliance Certificate. See Section 11.7(c).                    

        Consolidated or consolidated. With reference to any term defined herein,
shall mean that term as applied to the accounts of Borrower and its             
Subsidiaries, consolidated in accordance with generally accepted accounting     
principles.                                                                     

        Consolidated Group. All and any of the following: (i) Borrower; (ii) any
Subsidiary of Borrower; and (iii) any Subsidiary of any subsidiary thereof.     

   Construction Inspector. At the Agent's option, either an officer or
employee of the Agent or a consulting architect, engineer or inspector appointed
by the Agent from time to time.                                                 

Construction Loan Agreement(s). The construction loan agreements
evidencing the Construction Loans.                                              

     Construction Loan(s). The loans made for the purpose of financing the
construction and development of the Construction Projects.                      

 Construction Project(s). The multi-family residential condominium
projects having projected or actual construction costs of $5,000,000.00 or more 
and in compliance with the requirements of Section 11.25.                       

        Continuing Directors. As of any date of determination, any member of the
board of directors of the Borrower who:                                         

   (a)     was a member of such board of directors on the date of this
Agreement; or                                                                   

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        (b)     was nominated for election or elected to such board of directors
with the approval of a majority of the Continuing Directors who were members of 
such board at the time of such nomination or election.                          

  Conversion Date. The last day of each Eurodollar Loan Period for a
Eurodollar Loan arising with respect to a Eurodollar Loan for a Senior          
Amortizing Term Loan portion of the Loan.                                       

        Core Business(es). The businesses of the Consolidated Group set forth on
Schedule 1.5.                                                                   

     Default. Any event or condition which but for the giving of notice or
the lapse of time or both would constitute an Event of Default.                 

Default Rate. See Section 5.8.                                  

Depository. See Section 7.2(a).                                 

Depository Account. See Section 7.2(a).                         

 Developable Land. All Mortgaged Properties, subject to a first in
priority Mortgage, (a) on which Units and Developed Lots may then be constructed
or developed under applicable laws and regulations, (b) its intended use for a  
Project is permissible under the applicable regional plan, development agreement
or applicable zoning, all of which have Vested status, and (c) the environmental
or regional impact report for the intended use, if required, is Vested but,     
specifically excluding any land on which a Property Owner and the Agent         
reasonably agree that development is restricted under federal or state wetlands 
protection or other Environmental Laws.                                         

Developable Property. Developable Land and Developed Parcels and
Amenities.                                                                      

    Developable Property Book Value. The acquisition cost of a parcel of
Developable Property.                                                           

        Developed Lot(s). Each of the platted subdivided lots and the Horizontal
Improvements thereon located on Developable Land and which, under applicable    
laws and regulations, may be utilized as the site for a Unit, high-rise         
condominium or multi-family facility including specifically those lots (a) that 
are ready for construction of a Unit, high-rise condominium or multi-family     
facility and for which a building permit would then be issued to a Property     
Owner if applied for, (b) with construction of Units underway thereon or (c)    
with fully constructed Units situated thereon, but excluding lots under         
development that are not yet ready for construction of Units thereon.           

      Developed Lot Book Value. The cost of each Developed Lot determined by
allocating the acquisition cost and Developed Lot Costs of each Project (or     
parcel of land located therein) among the lots and other land (such as          
commercial, industrial, Amenities, etc.) located therein, which allocation shall
exclude any marketing and corporate general and administrative                  

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expenses and is subject to the periodic review and approval of the Agent.       

      Developed Lot Costs. The amount of actual costs incurred by a Property
Owner in connection with the development of Developable Land and Developed Lot  
for which a Property Owner, upon request by the Agent, provides to the Agent    
invoices, work orders and other documentation reasonably satisfactory to the    
Agent and which have otherwise been properly accounted for by the Borrower in   
the Borrowing Base Reports submitted to the Agent in accordance with Section    
11.22, but excluding therefrom: (i) costs incurred for the construction of Units
and (ii) marketing, corporate general and administrative costs and other costs  
not directly attributable to design, site improvement, and construction of      
infrastructure on Developable Land and Developed Lots.                          

 Developed Parcel(s). Mortgaged Properties (which are subject to a
perfected first in priority security interest) zoned either PUD, residential or 
commercial and on which all Horizontal Improvements have been completed in      
sufficient capacity to service the permitted use and density for such Developed 
Parcel under applicable zoning and in accordance with requirements of           
Governmental Authority.                                                         

  Developed Parcel Book Value. The sum of the Developed Parcel Costs
attributable to such Developed Parcel plus the cost of each Developed Parcel    
determined by allocating the acquisition cost and land development costs of each
Project among the Developed Parcel and the other property included from time to 
time in the Project. The allocation shall exclude any marketing and corporate   
general and administrative expenses and is subject to the periodic review and   
approval of the Agent.                                                          

Developed Parcel Costs. The amount of actual costs incurred by a
Property Owner in connection with the development of Developed Parcels          
(including Horizontal Improvements) for which a Property Owner, upon request by 
the Agent, provides to the Agent invoices, work orders and other documentation  
reasonably satisfactory to the Agent and which have otherwise been properly     
accounted for by the Borrower in the Borrowing Base Reports submitted to the    
Agent in accordance with Section 11.22.                                         

        Distribution. Any of the following: (a) the payment by any Person of any
distributions or other payments to its shareholders or partners; (b) the        
declaration or payment of any dividend on or in respect of shares of any class  
of capital stock of, or partnership interest in, any Person; (c) the purchase or
other retirement of any shares of any class of capital stock of, or partnership 
interest in, any Person, directly or indirectly through a Subsidiary or         
otherwise; (d) the return of capital by any Person to its shareholders or       
partners; (e) any other payment on or in respect of any shares of any class of  
capital stock of, or partnership interest in, any Person or (f) any payment of  
interest or principal on the Subordinated Debt.                                 

Documentation Agent. Wachovia Bank, N.A.                        

     Drawdown Date. The date on which any Revolving Credit Advance is made
available to the Borrower pursuant to the provisions hereof, and the date on    
which any Revolving Credit Advance is converted or continued in accordance with 
Section 3.5.                                                                    

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    EBITDA. For any period, on a consolidated basis for the Consolidated
Group, the sum of the amounts for such period of (i) net income, plus (ii)      
charges against income for foreign, federal, state and local taxes, plus (iii)  
Interest Expense, plus (iv) depreciation, plus (v) amortization expenses,       
including, without limitation, amortization of goodwill and other intangible    
assets and other non-cash expenses and amortization of deferred compensation    
expense, plus (vi) extraordinary losses, minus (vii) extraordinary gains.       

Effective Date. The date upon which this Agreement shall become 
effective pursuant to Section 9.                                                

        Eligible Assignee. Any of (a) a commercial bank organized under the laws
of the United States, any State thereof or the District of Columbia, and having 
total assets in excess of $1,000,000,000.00; (b) a savings and loan association 
or savings bank organized under the laws of the United States, any State thereof
or the District of Columbia, and having a net worth of at least $100,000,000.00,
calculated in accordance with generally accepted accounting principles; (c) a   
commercial bank organized under the laws of any other country which is a member 
of the OECD, or a political subdivision of any such country, and having total   
assets in excess of $1,000,000,000.00, provided that such bank has a branch or  
agency in the United States and is acting through a branch or agency located in 
the country in which it is organized or another country which is also a member  
of the OECD; (d) the central bank of any country which is a member of the OECD, 
and (e) other lending institutions or entities reasonably acceptable to the     
Agent and Borrower.                                                             

   Eligible Joint Venture. A partnership, limited liability company or
joint venture which meets all of the following criteria: (i) the entity is the  
owner of an asset which qualifies for inclusion in the Borrowing Base; (ii) one 
of the partners or members is a member of the Consolidated Group; (iii) the     
interest of the member of the Consolidated Group is subject to a perfected first
in priority security interest in favor of the Agent; (iv) all of the assets of  
the entity in which the member of the Consolidated Group has an interest are    
unencumbered; and (v) the member of the Consolidated Group has satisfied such   
other requirements as the Agent may require to permit the inclusion of the      
investment in such entity in the Borrowing Base.                                

Eligible Receivables. Any Receivable other than:                

        (a)     Receivables that have been canceled, or are otherwise not legal,
valid, binding and enforceable obligations;                                     

      (b)     Receivables as to which the obligor is greater than sixty (60)
or more days delinquent in the payment of any installment or other periodic     
payment of principal, interest or other amounts due thereunder;                 

        (c)     Receivables as to which the obligor has not paid an amount equal
to or greater than twenty percent (20%) of the purchase price (including in such
total any cash down payments or irrevocable letters of credit and excluding any 
interest and other fees);                                                       

 (d)     Receivables with a maturity date which shall occur within
thirty-six (36)                                                                 

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months of the date of inclusion in the Borrowing Base Report;                   

   (e)     Receivables with a maturity date in excess of eighteen (18)
months, which do not require annual principal amortization resulting in either  
required take downs or amortization of principal in sufficient amounts to meet  
or exceed the repayment of the debt in equal, annual principal installments over
a twenty (20) year period;                                                      

      (f)     Receivables (and any deed of trust, mortgage or other security
therefor) in which the Agent does not have a fully perfected, first priority    
lien and security interest, under applicable law;                               

       (g)     Receivables in a form which has not been approved in writing by
the Agent, or otherwise does not conform to local law and practice or which     
prohibits foreclosure thereof upon the occurrence of a monetary default         
thereunder; or                                                                  

   (h)     percentage completion Receivables associated with high-rise
condominiums.                                                                   

Environmental Laws. See Section 8.23.                           

       ERISA.  The Employee Retirement Income Security Act of 1974, as amended
from time to time.                                                              

    Eurodollar Advance(s). A Revolving Credit Advance which the Borrower
requests to be made as a Eurodollar Advance or which is reborrowed as a         
Eurodollar Advance, in accordance with the provisions of Section 3.5(d).        

        Eurodollar Basis. A simple per annum interest rate equal to the quotient
of (i) the Eurodollar Rate divided by (ii) one (1) minus the Eurodollar Reserve 
Percentage, if any, stated as a decimal. The Eurodollar Basis shall be rounded  
upward to the nearest one sixteenth of one percent (1/16%) and, once determined,
shall remain unchanged during the applicable Eurodollar Loan Period, except for 
changes to reflect adjustments in the Eurodollar Reserve Percentage.            

        Eurodollar Loan Period. For each Eurodollar Loan, each one (1), two (2),
or three (3) month period, as selected by the Borrower pursuant to Section      
3.5(d) or Section 4.5, during which the applicable Eurodollar Rate shall remain 
unchanged. Notwithstanding the foregoing, however: (i) any applicable Eurodollar
Loan Period which would otherwise end on a day which is not a Business Day shall
be extended to the next succeeding Business Day, unless such Business Day falls 
in another calendar month, in which case such Eurodollar Loan Period shall end  
on the preceding Business Day; (ii) any applicable Eurodollar Loan Period which 
begins on a day for which there is no numerically corresponding day in the      
calendar month during which such Eurodollar Loan Period is to end shall (subject
to clause (i) above) end on the last day of such calendar month; and (iii) no   
Eurodollar Loan Period shall extend beyond the applicable Maturity Date.        
Interest shall be due and payable with respect to any Eurodollar Loan as        
provided in Section 3.6(b) and Section 4.4.                                     

 Eurodollar Loan(s). All or any portion of a Loan bearing interest
calculated by                                                                   

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reference to the Eurodollar Basis.                                              

Eurodollar Margin. See Section 3.6(b).                          

     Eurodollar Rate. For any Eurodollar Loan Period, the average (rounded
upward to the nearest one sixteenth of one percent (1/16%) of the interest rates
per annum at which deposits in United States dollars for such Eurodollar Loan   
Period are offered to prime banks in the London interbank market as reported on 
Telerate Screen page 3750 at approximately 11:00 a.m. (Boston time) two (2)     
Business Days before the first day of such Eurodollar Loan Period, in an amount 
approximately equal to the principal amount of, and for a length of time        
approximately equal to the Eurodollar Loan Period for, the Eurodollar Loan      
sought by the Borrower. If such rate is not so reported, then such rate as      
reported by any other internationally recognized reporting service shall be     
selected by the Agent or, if no such other service is available, such rate shall
be determined by the Agent based on rate information furnished to it by two or  
more banks selected by it which participate in the market for such deposits.    

    Eurodollar Reserve Percentage. The percentage that is in effect from
time to time under Regulation D of the Board of Governors of the Federal Reserve
System, as such regulation may be amended from time to time, as the maximum     
reserve requirement applicable with respect to Eurocurrency Liabilities (as that
term is defined in Regulation D), whether or not any Lender has any Eurocurrency
Liabilities subject to such reserve requirement at that time. The Eurodollar    
Basis for any Eurodollar Loan shall be adjusted as of the effective date by the 
same effective basis point change of any change in the Eurodollar Reserve       
Percentage.                                                                     

Event of Default. See Section 12.1.                             

Existing Credit Agreements. See Recitals.                       

    Existing Environmental Matters. Those certain existing environmental
matters affecting portions of the Collateral as identified on Schedule 8.23.    

Existing FDC Credit Agreement. See Preamble.                    

      Facilities. Any facilities or equipment used by any Consolidated Group
member in any location, including HVAC systems, mechanical systems, elevators,  
security systems, fire suppression systems, telecommunications systems, fax     
machines, copy machines, and equipment, whether or not owned by any Consolidated
Group member.                                                                   

   Fair Market Value. The price a willing buyer would pay to a willing
seller in an arm's length transaction with neither party being under a          
compulsion to act.                                                              

FDC. See Preamble.                                              

      Fee and Expense Agreement. The Fee and Expense Agreement between Fleet
and the Borrower dated April 25, 2000.                                          

    Fees. Collectively, all fees due and payable to any of Fleet, Agent,
Lead Arranger,                                                                  

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or the Lenders under Section 5, including the Origination Fee, Commitment Fee,  
Agent's Fee, Letter of Credit Fee and other amounts due and payable under       
Section 5.                                                                      

    FIRREA. Title XI of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 (12 U.S.C. 3331 et seq.), as amended from time to time. 

Financial Statements. See Section 11.7.                         

     Financial Covenants. The covenants set forth at Sections 11.8 through
11.12, 11.14 through 11.18, and 11.20. Although a condition and not a covenant, 
as an editorial note, please see the condition set forth at Section 10.6.       

        Fiscal Quarter. The fiscal quarter of Borrower consisting of a three (3)
month fiscal period ending on each March 31, June 30, September 30 and December 
31 of each Fiscal Year.                                                         

    Fiscal Year. The fiscal year of Borrower consisting of a twelve (12)
month fiscal period ending on each December 31.                                 

       Fixed Charges. The sum of Interest Incurred and any regularly scheduled
amortization payments on the Total Senior Debt but excluding balloon payments.  

  Fleet. Fleet National Bank, a national banking association, in its
individual capacity.                                                            

Generally Accepted Accounting Principles or generally accepted  
accounting principles. In general, principles which are (a) consistent with the 
principles promulgated or adopted by the Financial Accounting Standards Board   
and its predecessors (or successor organizations) and (b) such that certified   
public accountants would, insofar as the use of accounting principles is        
pertinent, be in a position to deliver an unqualified opinion as to the         
financial statements in which such principles have been properly applied;       
provided that if any changes in generally accepted accounting principles with   
which the independent certified accountants of the Borrower concur result in a  
change in the basis of calculating any of the financial covenants, Permitted    
Distributions, standards or terms contained in this Agreement, the Borrower and 
the Agent agree to amend such covenant calculations, Permitted Distributions,   
and provisions to reflect such changes in generally accepted accounting         
principles so that the criteria for evaluating the financial condition of the   
Borrower shall be the same after such changes as if such changes had not been   
made.                                                                           

   Governmental Authority. Any international, foreign, federal, state,
county or municipal government, or political subdivision thereof; any           
governmental or quasi-governmental agency, authority, board, bureau, commission,
department, instrumentality or public body; or any court or administrative      
tribunal.                                                                       

   Guaranties. Collectively, guaranties of the Obligations executed by
Watermark, BCG and the Pledgor Subsidiaries.                                    

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Hazardous Substances. See Section 8.23(b).                      

    Hoffman. Alfred Hoffman, Jr., an individual resident of the State of
Florida.                                                                        

       Hoffman Group. Hoffman, any and all family members of Hoffman or trusts
created for their benefit, and any entity in which Hoffman or his family control
the decision-making authority.                                                  

  Horizontal Improvements. All utilities, including water and sewer,
located on real property together with a dedicated roadway built in material    
compliance with applicable governmental regulations, all over rights-of-way     
dedicated to the applicable Governmental Authority and any private roadways     
otherwise built by the Property Owners in compliance with and permitted under   
all applicable laws.                                                            

    Housing Purchase Contract. Any legal, valid, binding and enforceable
written agreement in substantially such form as has been approved in writing by 
the Agent for the sale of individual Units or Developed Lots to any bona-fide   
unaffiliated purchaser entered into by a Property Owner in the ordinary course  
of its business with customary terms and conditions and that provides for a cash
down payment of not less than the greater of $5,000.00 or that customary in the 
local market.                                                                   

Indebtedness. All obligations which in accordance with generally
accepted accounting principles should be classified upon the obligor's balance  
sheet as liabilities or to which reference should be made by the footnotes      
thereto, and including in any event and whether or not so classified all of the 
following: (i) all debt for borrowed money and similar monetary obligations,    
whether direct or indirect; (ii) all liabilities secured by any mortgage,       
pledge, security interest, lien, charge, or other encumbrance existing on       
property owned or acquired subject thereto, whether or not the liability secured
thereby shall have been assumed; and (iii) all guaranties, endorsements and     
other contingent obligations whether direct or indirect in respect of           
liabilities of any other Person of the type described in (i) and (ii) hereof,   
including any obligation to supply funds to or in any manner to invest in,      
directly or indirectly, such other Person, to purchase such liabilities, or to  
assure the owner of any such liabilities against loss, through an agreement to  
purchase goods, supplies, or services for the purpose of enabling such other    
Person to make payment of any such liabilities held by such owner or otherwise, 
and the obligations to reimburse the issuer of any letters of credit.           

       Interest Expense. With respect to any fiscal period, the sum of (a) all
charges that are considered interest expense under generally accepted accounting
principles including amortization of previously capitalized interest, plus (b)  
the portion of rent paid by the Consolidated Group (without duplication) for    
that fiscal period under capital lease obligations that should be treated as    
interest in accordance with Financial Accounting Standards Board Statement No.  
13, in each case determined on a consolidated basis in accordance with generally
accepted accounting principles, consistently applied.                           

        Interest Incurred. For any period, the total interest paid or accrued by
the Consolidated Group (including the interest component of any capital leases  
and excluding fees                                                              

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paid in connection with the closing of the Loans or thereafter and excluding    
interest on the Subordinated Debt and interest or fees payable under the        
Construction Loans to the extent drawn under the Construction Loans).           

 Internal MIS System. Any computer software and systems (including
hardware, firmware, operating system software, utilities, and applications      
software ) used in the ordinary course of any Consolidated Group member's       
business by or on behalf of any Consolidated Group member's payroll, accounting,
billing/receivables, inventory, asset tracking, customer service, human         
resources, and e-mail systems.                                                  

      Investments. All expenditures made and all liabilities incurred by any
Person (contingently or otherwise) for the acquisition of stock or partnership  
interests or Indebtedness of, or for loans, advances, or capital contributions  
to, or in respect of any guaranties of Indebtedness (or other commitments as    
described under Indebtedness), or obligations in the nature of Indebtedness or  
securities of, any other Person.                                                

     Investor Equity. As of the date of determination, and with respect to
any Person, the consolidated partners', or members' or shareholders' equity of  
the Person as of that date determined in accordance with generally accepted     
accounting principles.                                                          

  Land Banking Facilities. Facilities by third parties in favor of a
member of the Consolidated Group wherein the third party acquires real property 
and grants to the member of the Consolidated Group the option to acquire the    
real estate upon terms designated therein.                                      

Lead Arranger. FleetBoston Robertson Stephens Inc.              

        Lenders. Fleet and the other lending institutions listed on Schedule 1.0
and any other Person who becomes an assignee of any rights of a Lender pursuant 
to Section 19.                                                                  

      Letters of Credit. Any and all letters of credit issued or that may be
issued from time to time by the Agent with respect to certain undertakings by   
the Borrower, as further described in Section 3.8.                              

Letter of Credit Fee. See Section 5.4.                          

        Limited Advance. Advances excluding Advances for the acquisition of real
property and the payment of any amounts with respect to Subordinated Debt.      

    Loan. A loan made or to be made to the Borrower contemplated by this
Agreement, including each Revolving Credit Loan, the Senior Amortizing Term Loan
and the Letters of Credit.                                                      

Loan Account. See Section 3.4 and Section 4.3.                  

Loan Documents. Collectively, this Agreement, the Subordination 
Agreement, the Security Documents, the Revolving Credit Note(s), the Senior     
Amortizing Term Note(s), the Guaranties, the Protected Interest Rate Agreement  
and any and all other agreements, instruments                                   

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or documents now or hereafter evidencing, securing or relating to the           
Obligations, as they may be modified or amended from time to time.              

       Loans. Collectively, all amounts Outstanding under the Revolving Credit
Loan, including the amount due under any Reimbursement Agreement executed in    
connection with any Letters of Credit and the Senior Amortizing Term Loan.      

      Lot Exchanges. The exchange of parcels of the Properties by a Property
Owner to a third party purchaser in exchange, in whole or in part, for a lot or 
lots previously purchased by the third party purchaser from a Property Owner.   

       MacArthur Land. The real property purchased by CFC from the John D. and
Catherine T. MacArthur Foundation pursuant to Agreement dated December 23, 1998.

      MacArthur Collateral. The portion of the Properties owned by CFC which
are encumbered by the Mortgage.                                                 

        Majority Lenders. As of any date, the Lenders whose aggregate Commitment
Percentages constitute at least fifty-one percent (51%) of the total of the     
Commitment Percentages.                                                         

Maturity Date. February 18, 2004, or such earlier date as the   
Obligations are accelerated pursuant to the terms hereof.                       

      Maximum Drawing Amount. The maximum aggregate amount from time to time
which the beneficiaries may draw under outstanding Letters of Credit, as the    
same may be reduced from time to time pursuant to the terms of the Letters of   
Credit.                                                                         

  Maximum Facility Amount. The Scheduled Revolving Credit Commitment
Amount plus the Senior Amortizing Term Loan Amount.                             

Maximum Revolver Amount. See Section 3.2.                       

Minimum Senior Amortizing Term Loan Paydown(s). See Section 4.6.

        Model Unit(s). The Unsold Units designated from time to time by Borrower
as dedicated for prospective sales display.                                     

Modification Date. February ___, 2001.                          

      Mortgage. The Consolidated, Amended and Restated Mortgage and Security
Agreement dated as of April 26, 2000 executed by the Property Owners, in favor  
of the Agent as amended and supplemented and as may be amended and supplemented,
conveying a first mortgage lien on the Properties and a second mortgage lien on 
that portion of the Collateral affected by the Permitted Mortgages.             

 Mortgaged Properties. The Properties of Property Owners which are
encumbered                                                                      

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by the Mortgage.                                                                

        Net Income. The consolidated net income (or consolidated net deficit) of
the Consolidated Group determined in accordance with generally accepted         
accounting principles calculated in a consistent manner.                        

Net Worth. The excess of Total Assets over Total Liabilities.   

Notes. Collectively, the Revolving Credit Notes and the Senior  
Amortizing Term Notes.                                                          

 Obligations. All Indebtedness, obligations and liabilities of the
Consolidated Group to any of the Lenders and the Agent, individually or         
collectively, existing on the date of this Agreement or arising hereafter,      
direct or indirect, joint or several, absolute or contingent, matured or        
unmatured, liquidated or unliquidated, secured or unsecured, now or hereafter   
owing or incurred, arising under or in connection with this Agreement, the other
Loan Documents or in respect of Loans, including, without limitation, any       
obligation to pay the Fees, and amounts due under Section 5.6, Section 5.7,     
Section 5.8, and Section 15.                                                    

OECD. Organization for Economic Cooperation and Development.    

Optional Distribution. See Section 11.12(d).                    

    Options. The option agreements and acquisitions pursuant to purchase
contracts all in favor of the Property Owners, all as more particularly set     
forth on Schedule 1.6.                                                          

Origination Fee. See Section 5.1.                               

        Outstanding. With respect to the Loans, the unpaid principal thereof and
accrued and unpaid interest and other fees and amounts payable thereunder as of 
any date of determination.                                                      

Payment Date. The last day of each Eurodollar Loan Period for a 
Eurodollar Loan arising with respect to a Eurodollar Loan for a Revolving Credit
Loan portion of the Loans.                                                      

Pension Plan. See Section 8.16.                                 

     Permitted Distributions. Distributions permitted under Section 11.12.

       Permitted Liens. Mortgages, pledges, security interests and other liens
and encumbrances permitted to exist on the property of a member of the          
Consolidated Group pursuant to Section 11.9.                                    

    Permitted Mortgages. The existing, prior first in priority mortgages
affecting portions of the Properties which have been approved by the Agent and  
which are more particularly described on Schedule 1.9, and those first in       
priority mortgages permitted to be entered into by a Property Owner pursuant to 
Section 11.9 and to secure Construction Loans in                                

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accordance with Section 11.25.                                                  

Person. Any individual, corporation, limited liability company, 
association, partnership, trust, unincorporated association, business, or other 
legal entity, and any government or any Governmental Authority or political     
subdivision thereof.                                                            

       Pledge Agreement. The Pledge Agreement, dated as of even date, executed
in favor of the Agent by Watermark, pursuant to which Watermark has pledged its 
shares of Borrower to the Agent to secure the payment and performance of the    
Obligations of the Borrower.                                                    

       Pledgor Subsidiaries. The Subsidiaries of either Borrower or BCG all as
set forth on Schedule 1.7.                                                      

   Pricewaterhouse. PricewaterhouseCoopers, LLP or such other national
recognized accounting firm approved by the Agent.                               

Principals. Alfred Hoffman, Jr., Don E. Ackerman, the Kamehameha
Activities Association, the John D. and Catherine T. MacArthur Foundation,      
Citicorp Venture Capital Ltd. or any of their affiliates.                       

      Project(s). One or more of the communities being developed by Property
Owners.                                                                         

Properties. The land including any improvements situated thereon
(including, without limitation, all Developable Land, Amenities, Developed Lots,
Developed Parcels and Units, completed or under construction) owned or acquired 
by a Property Owner from time to time.                                          

      Property Owner(s). All or any of the following: (i) Borrower, (ii) BCG
and (iii) other Subsidiaries as shown on Schedule 1.2.                          

Protected Interest Rate Agreement. See Section 11.2.            

     Qualified Condominium Unit. A unit of a Construction Project which is
encumbered by a first in priority security interest in favor of the Agent.      

     Qualified Condominium Unit Costs. The allocated land and construction
costs allocated to a Qualified Condominium Unit on a pro rata basis to all units
in the condominium, all as approved by the Agent.                               

RCRA. See Section 8.23.                                         

      Receivable(s). Any amount owed to a Property Owner with respect to the
sale of Properties or a portion thereof to an unaffiliated purchaser, which is  
represented by a promissory note, or other debt instrument in a form approved by
the Agent, and is secured by a deed of trust, mortgage or other security        
document granting a first or second in priority lien and security interest in   
the property in a form approved by the Agent.                                   

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        Reimbursement Agreement(s). The applications made and agreements entered
into between the Agent and the Borrower, on the Agent's customary form, relating
to the Letters of Credit.                                                       

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

        Required Lenders. As of any date, the Lenders whose aggregate Commitment
Percentages constitute at least sixty-six and two-thirds percent (66 2/3%) of   
the total of the Commitment Percentages.                                        

 Revolving Credit Advance. Any disbursement of the proceeds of the
Revolving Credit Loan made or to be made by the Lenders pursuant to the terms of
this Agreement.                                                                 

    Revolving Credit Commitment. The obligation of any of the Lenders to
make Revolving Credit Advances to the Borrower under this Agreement up to an    
amount equal to the Maximum Revolver Amount.                                    

       Revolving Credit Lenders. Those Lenders set forth on Schedule 1.0 named
in the category of Senior Revolving Credit and any successors to such Lenders.  

       Revolving Credit Loan. The revolving credit loans made or to be made to
the Borrower as contemplated by Section 3.                                      

Revolving Credit Loan Account. See Section 3.4.                 

      Revolving Credit Note(s). The Senior Revolving Credit Note(s) dated of
even date herewith, each made by the Borrower to the order of each of the       
Lenders, such notes to be in form and substance satisfactory to the Agent and   
the Lenders.                                                                    

Scheduled Revolving Credit Commitment Amount. $200,000,000.00.  

 Security and Pledge Agreement. The Security and Pledge Agreements
executed in favor of the Agent by Pledgor Subsidiaries amended and restated as  
of the Closing Date.                                                            

        Security Documents. The Security and Pledge Agreements, the BCG Security
Agreements, the CFC Guaranty, the Borrower Pledge Agreement, the Assignment of  
Leases, the Assignment of Agreements, the Mortgage, the Pledge Agreement, the   
Reimbursement Agreements, and all other documents or instruments securing the   
Loans, including those set forth on Schedule 7 as each of which have been or are
amended and supplemented from time to time are collectively referred to herein  
as the "Security Documents."                                                    

    Senior Amortizing Term Loan. The Senior Secured Amortizing Term Loan
made                                                                            

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or to be made to the Borrower in the Senior Amortizing Term Loan Amount as      
contemplated by Section 4.                                                      

Senior Amortizing Term Loan Amount. $250,000,000.00.            

    Senior Amortizing Term Loan Commitment. The obligation of any of the
Lenders to make the Senior Amortizing Term Loan to the Borrower under this      
Agreement.                                                                      

        Senior Amortizing Term Note(s). The Senior Amortizing Term Note(s) dated
of even date herewith, each made by the Borrower to the order of each of the    
Lenders, such notes to be in form and substance satisfactory to the Agent and   
the Lenders.                                                                    

     Senior Subordinated Notes. The senior subordinated notes issued as of
even date in the aggregate principal amount of $250,000,000.00 as approved      
pursuant to the terms hereof.                                                   

   Subordinated Debt. The subordinated debt described on Schedule 1.1.

        Subordinated Debt Holders. The holders of the Subordinated Debt as shown
on Schedule 1.1.                                                                

     Subordination Agreement. The Subordination Agreement dated as of even
date from the Subordinated Debt Holders in favor of the Agent and the Lenders.  

        Subsidiary or Subsidiaries. With respect to any Person, any corporation,
limited liability company, association, trust, or other business entity, a      
majority (by number of votes) of the outstanding voting power of which is at the
time owned or controlled directly or indirectly by such Person. Unless the      
context otherwise clearly requires, references herein to a "Subsidiary" refer to
a Subsidiary of a Property Owner and all other Subsidiaries thereof.            

   Sun City Amenities. Collectively, the golf courses, clubhouses, and
swimming, tennis and other recreational facilities owned and operated by Sun    
City Golf.                                                                      

Sun City Golf. Sun City Center Golf Properties, Inc., a Delaware
corporation.                                                                    

Sun City Lease Intangible. The excess value of the Kings Point  
Recreation operations which are part of the Sun City Amenities in excess of the 
related real estate assets associated with the Sun City lease.                  

        Tangible Net Worth. The consolidated Net Worth of the Consolidated Group
LESS the net book value (after deducting reserves applicable thereto) of all of 
the intangible assets of the Consolidated Group PLUS thirty percent (30%) of the
outstanding balance of the Senior Subordinated Notes up to a maximum addition of
$75,000,000.00. Intangible assets shall be determined in accordance with        
generally accepted accounting principles and shall exclude all deferred         
financing costs, deferred tax assets, and the Sun City Lease Intangible.        

       Term Loan Lenders. Those Lenders set forth on Schedule 1.0 named in the
category of Senior Amortizing Term Loan and any successors to such Lenders.     

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       Textron Loan. The loan by Textron Financial Corporation in favor of Sun
City Golf secured by the Sun City Amenities.                                    

Title Insurance Company. Chicago Title Insurance Company.       

      Title Policy. An ALTA standard form title insurance policy(ies) issued
by the Title Insurance Company (with such reinsurance or co-insurance as the    
Agent may require, any such reinsurance to be with direct access endorsements)  
in an amount equal to $450,000,000.00, insuring the priority of the Mortgage and
that Property Owners, as the case may be, hold marketable fee simple title to   
the Mortgaged Property, subject only to the encumbrances permitted by the       
Mortgage which shall contain such endorsements and affirmative insurance as the 
Agent in its discretion may require, including but not limited to (a) variable  
rate of interest endorsement, (b) revolving credit endorsement, (c) planned unit
development endorsement, and (d) navigational servitude endorsement.            

Total Assets. All assets of the Consolidated Group determined in
accordance with generally accepted accounting principles.                       

      Total Liabilities. All liabilities of the Consolidated Group which are
properly accounted for as such in accordance with generally accepted accounting 
principles excluding the Subordinated Debt.                                     

        Total Senior Debt. The outstanding balance of the Senior Amortizing Term
Loan, Revolving Credit Loan, CDD Indebtedness, Construction Loans and any       
recourse land acquisition loans.                                                

Tri-Party Agreement. The Tri-Party Agreement among FDC, Textron 
Financial Corporation and Agent dated August 8, 1996.                           

     Type or type. As to any Loan or portion thereof, its nature as a Base
Rate Loan or a Eurodollar Loan.                                                 

     Unentitled Land. Any land in which no improvements have been made and
which requires appropriate approval, permitting and zoning under applicable laws
and regulations before the land may be developed.                               

      Unfunded Revolving Credit Availability. As of any date, the difference
between (a) the sum of the Revolving Credit Commitments minus (b) the sum of:   
(i) the outstanding unpaid balance of the Revolving Credit Loan and (ii) the    
Maximum Drawing Amount.                                                         

     Unit Costs. The Developed Lot Book Value on which Units (completed or
under construction) are situated plus the cost of the construction of vertical  
improvements for which the Borrower, upon request by the Agent, shall provide to
the Agent invoices, work orders and other documentation reasonably satisfactory 
to the Agent and which have otherwise been properly accounted for by the        
Borrower in the Borrowing Base Reports submitted to the Agent in accordance with
Section 11.22.                                                                  

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        Unit(s). The single-family or multi-family residences, whether completed
or under construction, held by the Consolidated Group for sale in the ordinary  
course of business, exclusive of Construction Projects, and in which the rights 
of ownership and occupancy are to be sold other than on a time-sharing or       
periodic basis.                                                                 

  Unrestricted Cash. All cash of the Consolidated Group which is not
otherwise allocated for expenditure or Distribution or held as a deposit under a
Housing Purchase Contract or otherwise characterized as a deposit.              

Unsold Unit. A Unit with respect to which construction has begun
(measured by the commencement of the construction of vertical improvements      
beyond the foundation) and for which an Housing Purchase Contract has not been  
entered into.                                                                   

   Unsold Qualified Condominium Unit. A Qualified Condominium Unit for
which a Housing Purchase Contract has not been issued.                          

Use Agreement. See Section 11.46.                               

Vested. As to any permit, license, zoning ordinance or rights   
thereunder, grant of rights under an order of development of regional impact, or
any other governmental entitlement, the status wherein such governmental right  
has been granted in accordance with all applicable governmental regulations, and
all appeal periods have expired with respect to such grant or issuance.         

Watermark. Watermark Communities Inc., a Delaware corporation.  

WCI. See Preamble.                                              

Welfare Plan. See Section 8.16(b).                              

Wildcat. Wildcat Run of Lee County, Inc.                        

Working Capital Account. See Section 7.2.                       

 Year 2000 Compliant. (1) The item(s) at issue accurately process,
provide and/or receive all date/time data (including calculating, comparing,    
sequencing, processing, and outputting) within, from, into, and between         
centuries (including the twentieth and twenty-first centuries and the years 1999
and 2000), including leap year calculations, and (2) neither the performance nor
the functionality nor any Consolidated Group member's provision of the item(s)  
at issue were affected by any dates/times prior to, on, after, or spanning      
January 1, 2000.                                                                

Section 1.1 Rules of Interpretation.                            

        (a)     A reference to any agreement, budget, document or schedule shall
include such agreement, budget, document or schedule as revised, amended,       
modified or supplemented from time to time in accordance with its terms and the 
terms of this Agreement.                                                        

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     (b)     The singular includes the plural, and the plural includes the
singular.                                                                       

        (c)     A reference to any law includes any amendment or modification to
such law.                                                                       

       (d)     A reference to any Person includes its permitted successors and
permitted assigns.                                                              

       (e)     Accounting terms not otherwise defined herein have the meanings
assigned to them by generally accepted accounting principles applied on a       
consistent basis by the accounting entity to which they refer.                  

(f)     The words "include," "includes" and "including" are not 
limiting.                                                                       

(g)     The words "approval" and "approved," as the context so  
determines, means an approval in writing given to the party seeking approval    
after full and fair disclosure to the party giving approval of all material     
facts necessary in order to determine whether approval should be granted.       

     (h)     Reference to a particular "Section" refers to that section of
this Agreement unless otherwise indicated.                                      

   (i)     The words "herein," "hereof," "hereunder" and words of like
import shall refer to this Agreement as a whole and not to any particular       
section or subsection of this Agreement.                                        

       (j)     All terms not specifically defined herein, which are defined in
the Uniform Commercial Code as in effect in the State of Georgia, shall have the
same meanings herein as therein.                                                

Section 2     THE CREDIT.                                       

      Section 2.1 Senior Amortizing Term Loan and Revolving Credit Loan. The
Maximum Facility Amount shall be in an amount of Four Hundred Fifty Million and 
no/100 Dollars ($450,000,000.00), divided without enlargement into two Loans.   
One Loan shall be a Revolving Credit Loan as described in Section 3 and shall   
have a maximum principal amount of Two Hundred Million and no/100 Dollars       
($200,000,000.00). The other Loan shall be a Senior Amortizing Term Loan as     
described in Section 4 and shall have a maximum principal amount of Two Hundred 
Fifty Million and no/100 Dollars ($250,000,000.00) and is fully funded as of the
Closing Date. Borrower has executed and delivered a series of promissory notes  
as of the Closing Date which are payable to the Lenders.                        

Section 3     REVOLVING CREDIT LOAN.                            

        Section 3.1 Commitment to Lend and Borrower's Promise to Pay. Subject to
the terms and conditions set forth in this Agreement, each of the Lenders       
severally agrees to lend to the Borrower and the Borrower may borrow, prepay,   
and reborrow from time to time between the                                      

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Effective Date and February 18, 2004, upon notice to the Agent given in         
accordance with Section 3.5, such amounts as may be requested by the Borrower;  
provided, however, that the maximum aggregate principal amount of the Revolving 
Credit Loan (after giving effect to the amounts requested) shall not at any one 
time exceed an amount equal to the Maximum Revolver Amount. The Revolving Credit
Advances shall be made pro rata in accordance with each Lender's Commitment     
Percentage. Each request for a Revolving Credit Advance hereunder shall         
constitute a representation by the Borrower that the applicable conditions set  
forth in Section 9 and Section 10 have been satisfied on the date of such       
request. The Commitment shall terminate, and the Revolving Credit Loan shall    
mature and become due and payable on the Maturity Date or on such earlier date  
on which the Borrower terminates the Lenders' Commitments hereunder or on which 
the maturity thereof is accelerated pursuant to the provisions of Section 12.1. 
Borrower agrees to pay all Obligations on the Maturity Date.                    

      Section 3.2 Maximum Revolver Amount. The Maximum Revolver Amount shall
be equal to the lesser of (i) the positive difference between (x) the Borrowing 
Base and (y) the Outstanding unpaid balance of the Senior Amortizing Term Loan, 
or (ii) the sum of the several Revolving Credit Commitments of the Lenders as   
shown on Schedule 1.0, such sum not to exceed the Scheduled Revolving Credit    
Commitment Amount. The Borrower may, at its option, upon three (3) Business Days
advance notice to the Agent, repay all or any pro rata portion of the amounts   
Outstanding on the Revolving Credit Loan and concurrently terminate all or any  
pro rata portion of the Commitments of the Lenders hereunder. Upon the effective
date of any such termination, the Borrower agrees to pay to the Agent, for the  
accounts of the Lenders, the full amount of any accrued and unpaid Commitment   
Fee and Agent's Fee on the portion of or all of the Commitment so terminated.   
Upon and after any such pro rata or complete termination, the Scheduled         
Revolving Credit Commitment Amount of the Lenders shall be adjusted accordingly,
and no such Commitment or portion thereof so terminated may be reinstated.      

   Section 3.3 The Revolving Credit Note(s). The Revolving Credit Loan
shall be evidenced by separate promissory notes of the Borrower in substantially
the form of Exhibit B (each, a "Revolving Credit Note"), dated as of the Closing
Date and completed with appropriate insertions. One (1) Revolving Credit Note   
shall be payable to the order of each Revolving Credit Lender in a principal    
amount equal to such Revolving Credit Lender's Commitment, or, if less, the     
outstanding amount of all Revolving Credit Advances made by such Lender, plus   
interest accrued thereon, as set forth below. In the event a Revolving Credit   
Note is lost, destroyed or mutilated at any time prior to payment in full of the
indebtedness evidenced thereby, the Borrower shall execute a new note           
substantially in the form of such Revolving Credit Note. The replacement        
Revolving Credit Note shall recite the circumstances of the reissue of the      
Revolving Credit Note and shall state that it is a replacement promissory note. 
The Revolving Credit Notes shall not be necessary to establish the indebtedness 
of the Borrower to the Lenders on account of the Revolving Credit Loan made     
pursuant to this Agreement.                                                     

      Section 3.4 Loan Account; Certain Prepayments. The Agent will open and
maintain a loan account (the "Revolving Credit Loan Account") on its books in   
the name of the Borrower. Each of the Revolving Credit Advances and all fees and
other amounts due and payable hereunder will be debited to and each payment or  
prepayment on account thereof will be credited to, and shall be recorded in, the
Revolving Credit Loan Account. Any failure of the Agent to                      

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record a transaction in a timely fashion shall not affect or impair the validity
of any Obligation. The Agent shall render to the Borrower a monthly statement of
the Revolving Credit Loan Account and, unless written exception thereto is taken
by the Borrower within forty-five (45) days of receipt, such statement shall be 
conclusive and binding upon the Borrower except for manifest error; provided,   
however, that the failure of the Agent to render any such statement in a timely 
fashion shall not impair the validity or binding nature of the Revolving Credit 
Loan Account.                                                                   

     The Borrower shall have the right at any time to prepay the Revolving
Credit Loan made to the Borrower hereunder, in whole or in part, without premium
or penalty except as provided in Section 5.6, upon one (1) Business Day written,
telegraphic or telephonic notice to the Agent. Subject to the conditions of     
Section 3.1 and Section 3.2, amounts so prepaid may be reborrowed               

       If at any time the outstanding principal amount of the Revolving Credit
Loan shall exceed an amount equal to the Maximum Revolver Amount, whether as a  
result of reductions in the Maximum Revolver Amount or otherwise, the Borrower  
shall immediately pay to the Agent for the account of the Lenders the amount of 
such excess.                                                                    

Section 3.5 Revolving Credit Advances; Interest Rates.          

     (a)     Requests for Revolving Credit Advances. Whenever the Borrower
desires to receive a Revolving Credit Advance, the Borrower shall give notice to
the Agent by telephone, telecopy, telex or cable; in each case, confirmed in    
writing by the Borrower, delivered to the Agent's head office at 100 Federal    
Street, Boston, Massachusetts 02110, Attention: Commercial Loan Services, Mail  
Stop: 05-02-00-A.                                                               

      Each such notice delivered by the Borrower shall specify the aggregate
principal amount of the Revolving Credit Advance requested. Each such notice    
shall obligate the Borrower to accept the Revolving Credit Advance requested    
from the Revolving Credit Lenders on the proposed Drawdown Date therefor.       
Whenever there is an Obligation due and payable, the Agent may (but shall not be
required to) make a Revolving Credit Advance in the amount of such Obligation   
and apply the proceeds of the Revolving Credit Advance to the payment of the    
Obligation, provided that the Agent shall promptly notify the Borrower of such  
Revolving Credit Advance and the application of proceeds thereof.               

  (b)     Choice of Interest Rate, etc. Any Revolving Credit Advance
shall, at the option of the Borrower, be made either as a Base Rate Advance or  
as a Eurodollar Advance; provided, however, that (i) if the Borrower fails to   
give the Agent written notice or by electronic transmission through systems     
established by the Agent specifying whether a Revolving Credit Advance is to be 
repaid or reborrowed on a Payment Date, such Revolving Credit Advance shall be  
repaid and then reborrowed as a Base Rate Advance on the Payment Date, and (ii) 
the Borrower may not select a Eurodollar Advance (A) with respect to a Revolving
Credit Advance, the proceeds of which are to reimburse the Agent pursuant to    
Section 3.5(a), or (B) if, at the time of such Revolving Credit Advance, a      
Default or Event of Default has occurred and is continuing. Any notice given to 
the Agent in connection with a requested Revolving Credit Advance hereunder     
shall be given to the Agent prior to 11:00 a.m. (Boston time) in order for such 

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Business Day to count toward the minimum number of Business Days required. The  
Agent shall, upon reasonable request of the Borrower from time to time, provide 
to the Borrower such information with regard to the Eurodollar Rate Basis as may
be so requested.                                                                

(c)     Base Rate Advances.                                     

               1.      Initial and Subsequent Base Rate Advances. The Borrower
shall give the Agent in the case of Base Rate Advances not later than 11:00 a.m.
(Boston time) one (1) Business Day prior to the date of a proposed Revolving    
Credit Advance, irrevocable prior notice by telephone or telecopy and shall     
confirm any such telephone notice with a written request for Revolving Credit   
Advance; provided, however, that the failure by the Borrower to confirm any     
notice by telephone or telecopy with a request for Revolving Credit Advance     
shall not invalidate any notice so given.                                       

              2.      Repayments and Reborrowings. The Borrower may repay or
prepay a Base Rate Advance, and (a) at any time reborrow all or a portion of the
principal amount thereof as one (1) or more Base Rate Advances, (b) upon at     
least three (3) Business Days irrevocable prior written notice to the Agent,    
reborrow all or a portion of the principal thereof as one (1) or more Eurodollar
Advances, or (c) not reborrow all or any portion of such Base Rate Advance. Upon
the date indicated by the Borrower, such Base Rate Advance shall be so repaid   
and, as applicable, reborrowed.                                                 

            3.      Limitations as to Base Rate Advances. Each Base Rate
Advance shall be in a principal amount of not less than $500,000.00 and in      
integral multiples of $50,000.00. Requests for any Base Rate Advance may be made
daily (but only once a day), provided the Borrower satisfies all notice         
requirements as provided for herein.                                            

(d)     Eurodollar Advances.                                    

                (i)     Initial and Subsequent Eurodollar Advances. The Borrower
shall give the Agent in the case of Eurodollar Advances at least three (3)      
Business Days irrevocable prior notice by telephone or telecopy and shall       
immediately confirm any such telephone notice with a written request for        
Revolving Credit Advance; provided, however, that the failure by the Borrower to
confirm any notice by telephone or telecopy with a request for Revolving Credit 
Advance shall not invalidate any notice so given. The Agent, whose determination
shall be conclusive, shall determine the Eurodollar Basis as of the second (2nd)
Business Day prior to the date of the requested Revolving Credit Advance and    
shall promptly notify the Borrower of the same, and the Borrower shall promptly 
confirm in writing receipt of such notification. The Eurodollar Loan Period for 
each Eurodollar Advance shall in all events be either one (1), two (2) or three 
(3) months. Upon receipt of such notice from the Borrower, the Agent shall      
promptly notify each Revolving Credit Lender by telephone or telecopy of the    
contents thereof.                                                               

            (ii)    Procedures After Repayment of Eurodollar Advance. At
least three (3) Business Days prior to each Payment Date for a Eurodollar Loan, 
the Borrower shall give the Agent written notice specifying whether all or a    
portion of any Eurodollar Advance outstanding on the Payment Date (a) is to be  
repaid and then reborrowed in whole or in part as a                             

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new Eurodollar Advance, in which case such notice shall also specify the        
Eurodollar Loan Period which the Borrower shall have selected for such new      
Eurodollar Advance, (b) is to be repaid and then reborrowed in whole or in part 
as a Base Rate Advance, or (c) is to be repaid and not reborrowed. Upon such    
Payment Date such Eurodollar Advance will, subject to the provisions hereof, be 
so repaid and, as applicable, reborrowed.                                       

              (iii)   Limitations as to Eurodollar Advances. Each Eurodollar
Advance shall be in a principal amount of not less than $1,000,000.00 and in    
integral multiples of $100,000.00, and at no time shall the aggregate number of 
all Eurodollar Advances then outstanding exceed four (4). Requests for          
Eurodollar Advances may be made daily (but only once a day) provided the        
Borrower satisfies all notice requirements as provided for herein.              

           (iv)    Reimbursement. Whenever any Revolving Credit Lender
shall actually incur any losses or actual expenses in connection with (i)       
failure by the Borrower to borrow any Eurodollar Advance after having given     
notice of its intention to borrow (whether by reason of the election of the     
Borrower not to proceed or the non-fulfillment of any conditions precedent), or 
(ii) prepayment of any Eurodollar Advance in whole or in part, for any reason,  
the Borrower agrees to pay to such Revolving Credit Lender, upon such Revolving 
Credit Lender's demand, an amount sufficient to compensate such Revolving Credit
Lender for all such losses and actual expenses excluding lost profits. Such     
Revolving Credit Lender's good faith determination of the amount of such losses 
and actual expenses, absent manifest error, shall be binding and conclusive. The
Revolving Credit Lender shall provide a copy of the determination of such amount
to the Borrower showing in reasonable detail the calculation of the amount      
thereof.                                                                        

(e)     Yield Maintenance as to Eurodollar Advances.            

          (i)     Unavailability. Notwithstanding anything contained
herein which may be construed to the contrary, if with respect to any proposed  
Eurodollar Loans for any Eurodollar Loan Period, the Agent determines that      
deposits in dollars (in the applicable amount) are not being offered to the     
Agent in the relevant market for such Eurodollar Loan Period, the Agent shall   
forthwith give notice thereof to the Borrower and the Lenders, whereupon until  
the Agent notifies the Borrower that the circumstances giving rise to such      
situation no longer exist, the obligations of the Lenders to make such types of 
Eurodollar Loans (including Eurodollar Advances) shall be suspended.            

               (ii)    Illegality. If any applicable law, rule, or regulation,
or any change therein, or any interpretation or change in interpretation or     
administration thereof by any Governmental Authority, central bank, or          
comparable agency charged with the interpretation or administration thereof, or 
compliance by any Lender with any request or directive (whether or not having   
the force of law) of any such authority, central bank, or comparable agency,    
shall make it unlawful or impossible for any Lender to make, maintain, or fund  
its Eurodollar Loans, such Lender shall so notify the Agent, and the Agent shall
forthwith give notice thereof to the other Lenders and the Borrower. Before     
giving any notice to the Agent pursuant to this Section 3.5(e)(ii), such Lender 
shall designate a different lending office if such designation will avoid the   
need for giving such notice and will not, in the reasonable judgment of such    
Lender, be otherwise                                                            

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materially disadvantageous to such Lender. Upon receipt of such notice,         
notwithstanding anything contained in Section 3, the Borrower shall repay in    
full the then outstanding principal amount of each affected Eurodollar Loan of  
such Lender, together with accrued interest thereon, either (a) on the last day 
of the then current Eurodollar Loan Period applicable to such Eurodollar Loan if
such Lender may lawfully continue to maintain and fund such Eurodollar Loan to  
such day or (b) immediately if such Lender may not lawfully continue to fund and
maintain such Eurodollar Loan to such day; provided, however, that              
notwithstanding any provision contained in this Agreement to the contrary, the  
Borrower shall not be required to compensate any Lender for any losses,         
including any loss or expenses incurred by reason of the liquidation,           
reemployment of deposits or other funds acquired to obtain the Eurodollar Loan, 
incurred as a consequence of any required conversion of a Eurodollar Loan to a  
Base Rate Loan as hereinafter provided, as a result of the events described in  
this Section 3.5. Concurrently with repaying each affected Eurodollar Loan of   
such Lender, notwithstanding anything contained in Section 3, the Borrower shall
borrow a Base Rate Loan (or the other type of Eurodollar Loan, if available)    
from such Lender, and such Lender shall make such Loan in an amount such that   
the outstanding principal amount of the Note held by such Lender shall equal the
outstanding principal amount of such Note immediately prior to such repayment.  

(iii)   Increased Costs.                                        

(a)     If, after the date hereof, any applicable law, rule, or 
regulation, or any change therein, or any interpretation or change in           
interpretation or administration thereof by any Governmental Authority, central 
bank, or comparable agency charged with the interpretation or administration    
thereof or compliance by any Lender with any request or directive (whether or   
not having any such authority), central bank or comparable agency shall:        

            1.      subject any Lender to any tax, duty, or other charge
with respect to its obligation to make Eurodollar Advances, or its Eurodollar   
Advances, or shall change the basis of taxation of payments to any Lender of the
principal of or interest on its Eurodollar Advances or in respect of any other  
amounts due under this Agreement in respect of its Eurodollar Advances or its   
obligation to make Eurodollar Advances (except for taxes imposed upon or        
measured by net income or alternative minimum taxable income or taxable assets  
in lieu of income imposed by the United States and the jurisdiction in which    
such Lender's principal executive office is located); or                        

              2.      impose, modify, or deem applicable with respect to the
making, funding or maintaining any Advance hereunder, any reserve (including,   
without limitation, any imposed by the Board of Governors of the Federal Reserve
System, but excluding any included in an applicable Eurodollar Reserve          
Percentage), special deposit, capital adequacy, assessment, or other requirement
or condition against assets of, deposits with or for the account of, or         
commitments or credit extended by any Lender, or shall impose on any Lender or  
the Eurodollar interbank borrowing market any other condition affecting its     
obligation to make such Eurodollar Advances or its Eurodollar Advances; and the 
result of any of the foregoing is to increase the cost to such Lender of making 
or maintaining any such Eurodollar Advances, or to reduce the amount of any sum 
received or receivable by such Lender under this Agreement or under its Notes   
with respect thereto, and such increase is not given effect in the determination
of the                                                                          

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Eurodollar Rate then, on the earlier of thirty (30) days after written demand by
such Lender or the Maturity Date, the Borrower agrees to pay to such Lender such
additional amount or amounts as such Lender determines is attributable to       
making, funding and maintaining its Eurodollar Advances provided that the Lender
provides notice to the Borrower of such amount within ninety (90) days of the   
date of the actual knowledge of the Lender of the occurrence of the event giving
rise to such cost. Each Lender will promptly notify the Borrower and the Agent  
of any event of which it has knowledge, occurring after the date hereof, which  
will entitle such Lender to compensation pursuant to this Section 3.5 and will  
designate a different lending office if such designation will avoid the need    
for, or reduce the amount of, such compensation and will not, in the reasonable 
judgment of such Lender, be otherwise materially disadvantageous to such Lender.

    (b)     A certificate of any Lender claiming compensation under this
Section 3.5(e)(iii)(b) and setting forth the additional amount or amounts to be 
paid to it hereunder and calculations therefor shall be conclusive in the       
absence of manifest error. In determining such amount, such Lender may use any  
reasonable averaging and attribution methods and shall calculate such sums in a 
fair and reasonable manner. If any Lender demands compensation under this       
Section 3.5(e)(iii)(b), the Borrower may at any time, upon at least five (5)    
Business Days prior notice to such Lender, prepay in full the then outstanding  
affected Eurodollar Advances of such Lender, together with accrued interest     
thereon to the date of prepayment, along with any payments required under       
Section 5.8. Concurrently with prepaying such Eurodollar Advances, the Borrower 
shall borrow a Base Rate Advance, or a Eurodollar Advance not so affected, from 
such Lender, and such Lender shall make such Advance in an amount such that the 
outstanding principal amount of the Notes held by such Lender shall equal the   
outstanding principal amount of such Notes immediately prior to such prepayment.

      (iv)    Effect On Other Advances. If notice has been given pursuant to
Section 3.5(e)(iii), suspending the obligation of any Lender to make any type of
Eurodollar Loan, or requiring Eurodollar Loans of any Lender to be repaid or    
prepaid, then, unless and until such Lender notifies the Borrower that the      
circumstances giving rise to such repayment no longer apply, all Loans which    
would otherwise be made by such Lender as to the type of Eurodollar Loans       
affected shall, at the option of the Borrower, be made instead as Base Rate     
Loans.                                                                          

  (f)     Notification of Lenders. Upon receipt of a (i) request for
Advance or a telephone or telecopy request for Advance or (ii) notice from the  
Borrower with respect to any outstanding Advance prior to the Payment Date for  
such Advance, the Agent shall promptly notify each Revolving Credit Lender by   
telephone or telecopy of the contents thereof and the amount of each Revolving  
Credit Lender's portion of any such Advance. Each Revolving Credit Lender shall,
not later than 2:00 p.m. (Boston time) on the date specified for such Advance in
such notice, make available to the Agent at the Agent's office, or at such      
account as the Agent shall designate, the amount of such Revolving Credit       
Lender's portion of the Advance in immediately available funds.                 

        (g)     Disbursement. Prior to 3:00 p.m. (Boston time) on the date of an
Advance hereunder, the Agent shall, subject to the satisfaction of the          
conditions set forth in Section 3.5(f), disburse the amounts made available to  
the Agent by the Revolving Credit Lenders in like funds                         

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by transferring the amounts so made available by deposit into the Borrower's    
account maintained with Fleet or by wire transfer pursuant to the Borrower's    
instructions. Unless the Agent shall have received notice from a Revolving      
Credit Lender prior to 11:00 a.m. (Boston time) on the date of any Advance that 
such Revolving Credit Lender will not make available to the Agent such Revolving
Credit Lender's ratable portion of such Advance, the Agent may assume that such 
Revolving Credit Lender has made or will make such portion available to the     
Agent on the date of such Advance and the Agent may, in its sole discretion and 
in reliance upon such assumption, make available to the Borrower on such date a 
corresponding amount. If and to the extent such Revolving Credit Lender shall   
not have so made such ratable portion available to the Agent, such Revolving    
Credit Lender agrees to repay to the Agent forthwith on demand such             
corresponding amount together with interest thereon, for each day from the date 
such amount is made available to the Borrower until the date such amount is     
repaid to the Agent, (x) for the first two (2) Business Days, at the rate on    
overnight Federal funds transactions with members of the Federal Reserve System 
arranged by Federal funds brokers, as published for such day by the Federal     
Reserve Bank of New York, and (y) thereafter, at the Base Rate. If such         
Revolving Credit Lender shall repay to the Agent such corresponding amount, such
amount so repaid shall constitute such Revolving Credit Lender's portion of the 
applicable Advance for purposes of this Agreement, and if both such Revolving   
Credit Lender and the Borrower shall pay and repay such corresponding amount,   
the Agent shall promptly relend to the Borrower such corresponding amount. If   
such Revolving Credit Lender does not repay such corresponding amount           
immediately upon the Agent's demand therefor, the Agent shall notify the        
Borrower, and the Borrower shall immediately pay such corresponding amount to   
the Agent. The failure of any Revolving Credit Lender to fund its portion of any
Advance shall not relieve any other Revolving Credit Lender of its obligation,  
if any, hereunder to fund its respective portion of the Advance on the date of  
such borrowing, but no Revolving Credit Lender shall be responsible for any such
failure of any other Revolving Credit Lender. In the event that a Revolving     
Credit Lender for any reason fails or refuses to fund its portion of an Advance 
in violation of this Agreement, then, until such time as such Revolving Credit  
Lender has funded its portion of such Advance, or all other Revolving Credit    
Lenders have received payment in full (whether by repayment or prepayment) of   
the principal and interest due in respect of such Advance, the percentage of any
Revolving Credit Lender's portion of the requested Advance shall be grossed up  
on a pro rata basis to reflect the suspension of the non-funding Revolving      
Credit Lender and such non-funding Revolving Credit Lender shall (i) have no    
right to vote regarding any issue on which voting is required or advisable under
this Agreement or any other Loan Document, and (ii) shall not be entitled to    
receive any payments of principal, interest or fees from the Agent (or the other
Lenders) in respect of its Loans, which amounts may be applied by the Agent for 
the benefit of the Agent and the other Lenders in accordance with the provisions
of Section 12.5 and thereafter in a manner determined by the Agent in its sole  
discretion. In no event, however, shall any Lender be required to fund any      
amounts in excess of its Commitment Percentage.                                 

  Section 3.6 Interest. Except as otherwise provided in Section 5.8,
interest on the principal amount of all Revolving Credit Advances outstanding   
from time to time shall bear interest, and shall be payable as follows:         

         (a)     On Base Rate Advances. Interest on each Base Rate
Advance shall be computed for the actual number of days elapsed on the basis of 
a hypothetical year of three                                                    

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     Promptly after calculating the amount of interest then due and owing,
the Agent shall provide a written statement to the Borrower, with a copy to the 
Lenders, showing the basis for such calculation. The Agent, the Lenders and the 
Borrower acknowledge that as of the Effective Date the Standard & Poor's rating 
of the Loans is BB- and, accordingly, the applicable margins, subject to the    
foregoing, are as follows: Base Rate Margin: .25% and Eurodollar Margin: 2.75%. 
No pricing modification pursuant to this subsection shall be applicable to any  
existing Eurodollar Advance prior to its expiration. The pricing modifications  
set forth in this subsection shall not be applicable at the time that the       
Default Rate is applicable.                                                     

Section 3.7 Funds for Revolving Credit Loans.                   

       Not later than 2:00 p.m. (Boston time) on the proposed Drawdown Date of
any Revolving Credit Advances, each of the Revolving Credit Lenders will make   
available to the Agent, at its Head Office, in immediately available funds, the 
amount of such Revolving Credit Lender's Commitment Percentage of the amount of 
the requested Revolving Credit Advances. Upon receipt from each Revolving Credit
Lender of such amount, and upon receipt of the documents required by Section 9  
and Section 10 and the satisfaction of the other conditions set forth therein,  
to the extent applicable, the Agent will make available to the Borrower the     
aggregate amount of such Revolving Credit Advances made available to the Agent  
by the Revolving Credit Lenders. The failure or refusal of any Revolving Credit 
Lender to make available to the Agent at the aforesaid time and place on any    
Drawdown Date the amount of its Commitment Percentage of the requested Revolving
Credit Advances shall not relieve any other Revolving Credit Lender from its    
several obligation hereunder to make available to the Agent the amount of such  
other Revolving Credit Lender's Commitment Percentage of any requested Revolving
Credit Advances.                                                                

Section 3.8 Letters of Credit.                                  

               (a)     Issuance of Letters of Credit. Subject to the terms and
conditions set forth in this Agreement and the applicable Reimbursement         
Agreement, upon the written request of the Borrower to the Agent and the        
execution and delivery of a Reimbursement Agreement by the Borrower to the      
Agent, the Agent, on behalf of the Revolving Credit Lenders, agrees to issue    
with pro rata participation by the Revolving Credit Lenders on any Business Day,
but prior to the Maturity Date, one (1) or more irrevocable stand-by Letters of 
Credit in such form as may be agreed upon by the Borrower and the Agent;        
provided, however, that (i) the aggregate Maximum Drawing Amount of all Letters 
of Credit shall not exceed $30,000,000.00 at any one time outstanding and (ii)  
the sum of (x) the Maximum Drawing Amount and (y) Outstanding Revolving Credit  
Advances shall not at any time exceed the Maximum Revolver Amount. Each written 
request for the issuance of a Letter of Credit hereunder shall be received by   
the Agent at least three (3) Business Days prior to the proposed date of        
issuance. The expiration dates, amounts and beneficiaries of the Letters of     
Credit will be as agreed by the Borrower and the Agent. No Letter of Credit     
shall have an expiration date later than the earlier of (i) the date one (1)    
year after the date of issuance of such Letter of Credit or (ii) seven (7)      
Business Days prior to the Maturity Date. Each Letter of Credit shall be issued 
pursuant to a Reimbursement Agreement to be entered into between the Borrower   
and the Agent (for the accounts of the Revolving Credit Lenders); provided,     
however, that to the extent that the terms                                      

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and conditions of any Reimbursement Agreement are in conflict with or are       
inconsistent with the terms and conditions of this Agreement, the obligations of
the Revolving Credit Lenders and the Borrower with respect to the Letters of    
Credit shall be governed by the terms and conditions of this Agreement.         

           (b)     Non-Renewal; Cash Collateral. The Agent may, at its
option, elect not to renew any Letter of Credit by giving written notice of     
non-renewal to the Borrower at least thirty (30) days prior to the expiration   
date of such Letter of Credit. The Agent may, in its discretion at any time and 
from time to time while there exists any Default or Event of Default, make a    
Revolving Credit Advance in an amount equal to all or any portion of the Maximum
Drawing Amount of any outstanding Letters of Credit hereunder, and hold the     
proceeds thereof in an interest bearing account as collateral security for such 
Obligations (and such account shall be subject to the Agent's right to setoff   
against such amounts under Section 13), provided that the Agent shall promptly  
notify the Borrower of such Advance and application of the proceeds thereof and 
further provided that all interest earned on proceeds so held shall be applied  
as and when available to reduce any Obligations outstanding hereunder or, if    
there are no Obligations outstanding, shall be paid over to the Borrower.       

                (c)     Effects of Drawings. Upon each drawing under a Letter of
Credit and each termination of a Letter of Credit pursuant to its terms, the    
un-reimbursed amount of the drawing shall automatically be converted into a     
Revolving Credit Advance made on the date of such drawing or such termination.  
The liability of the Borrower under this Agreement to repay the Revolving Credit
Lenders in respect of drawings under Letters of Credit shall be Obligations     
secured pursuant to the Security Documents and such liability shall rank pari   
passu with the obligations of the Borrower to repay all other Revolving Credit  
Advances hereunder.                                                             

               (d)     Limited Advance. The Borrower shall only be entitled to
a Limited Advance in the event that the Borrower or other members of the        
Consolidated Group are not in compliance with the provisions of Section 10.6 at 
any time.                                                                       

Section 4 SENIOR AMORTIZING TERM LOAN.                          

        Section 4.1 Commitment to Lend and Borrower's Promise to Pay. Subject to
the terms and conditions set forth in this Agreement, the Term Loan Lenders have
made Loans to the Borrower with an aggregate principal amount outstanding of Two
Hundred Fifty Million and no/100 Dollars ($250,000,000.00) (the "Senior         
Amortizing Term Loan"). The Senior Amortizing Term Loan shall mature and become 
due and payable on the Maturity Date. Borrower agrees to pay all Obligations on 
or before the Maturity Date.                                                    

     Section 4.2 The Senior Amortizing Term Note(s). The Senior Amortizing
Term Loan shall be evidenced by separate promissory notes of the Borrower in    
substantially the form of Exhibit C (each, a "Senior Amortizing Term Note"),    
dated as of the Closing Date and completed with appropriate insertions. One (1) 
Senior Amortizing Term Note shall be payable to the order of the each Term Loan 
Lender in a principal amount equal to such Term Loan Lender's Senior Amortizing 
Term Loan Commitment plus interest accrued thereon, as set forth below. In the  
event a Senior Amortizing Term Note is lost, destroyed or mutilated at any time 
prior to payment                                                                

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in full of the indebtedness evidenced thereby, the Borrower shall execute a new 
note substantially in the form of such Senior Amortizing Term Note. The         
replacement Senior Amortizing Term Note shall recite the circumstances of the   
reissue of the Senior Amortizing Term Note and shall state that it is a         
replacement promissory note. The Senior Amortizing Term Notes shall not be      
necessary to establish the indebtedness of the Borrower to the Term Loan Lenders
on account of the Senior Amortizing Term Loan made under this Agreement.        

      Section 4.3 Loan Account; Certain Prepayments. The Agent will open and
maintain a loan account (the "Senior Amortizing Term Loan Account") on its books
in the name of the Borrower. The outstanding principal amount of the Senior     
Amortizing Term Loan and all fees and other amounts due and payable hereunder   
will be debited to and each payment or prepayment on account thereof will be    
credited to, and shall be recorded in, the Senior Amortizing Term Loan Account. 
Any failure of the Agent to record a transaction in a timely fashion shall not  
affect or impair the validity of any Obligation. The Agent shall render to the  
Borrower a monthly statement of the Senior Amortizing Term Loan Account and,    
unless written exception thereto is taken by the Borrower within forty-five (45)
days of receipt, such statement shall be conclusive and binding upon the        
Borrower except for manifest error; provided, however, that the failure of the  
Agent to render any such statement in a timely fashion shall not impair the     
validity or binding nature of the Senior Amortizing Term Loan Account.          

       The Borrower shall have the right, at any time, to prepay the principal
balance of the Senior Amortizing Term Loan in whole (provided each such partial 
payment is in a minimum amount of $1,000,000.00 and integral multiples of       
$100,000.00), but only upon paying, together with such prepayment, any amounts  
due and owing pursuant to the provisions of Section 5.8. The Borrower shall     
provide three (3) Business Days advance written, telegraphic or telephonic      
notice to the Agent prior to making any prepayment. No amounts paid by the      
Borrower on the Senior Amortizing Term Loan, whether required interest          
installments, principal installments or prepayments, may be reborrowed.         

Section 4.4 Interest.                                           

  Subject to Section 5.8, the Senior Amortizing Term Loan shall bear
interest at the following rates:                                                

           (a)     To the extent that all or any portion of the Senior
Amortizing Term Loan bears interest with reference to the Base Rate, the Senior 
Amortizing Term Loan or such portion shall bear interest at the rate of one-half
percent (.5%) per annum above the Base Rate.                                    

           (b)     To the extent that all or any portion of the Senior
Amortizing Term Loan bears interest during any Eurodollar Loan Period with      
reference to the Eurodollar Rate, the Senior Amortizing Term Loan or such       
portion shall bear interest during the applicable Eurodollar Loan Period at the 
rate of three percent (3%) per annum above the Eurodollar Basis determined for  
such Eurodollar Loan Period.                                                    

                (c)     The interest rate established in accordance with (a) and
(b) above, is subject to modifications as provided in Section 3.6(c).           
Furthermore, the Agent, the Lenders and the                                     

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Borrower acknowledge that as of the Effective Date the Standard & Poor's rating 
of the Loans is BB- and, accordingly, the applicable margins, subject to the    
foregoing, are as follows: Base Rate Margin: .25% and Eurodollar Margin: 2.75%. 

            (d)     Interest on the Senior Amortizing Term Loan shall be
payable monthly in arrears on the first Business Day of each month for the      
immediately preceding month, commencing on the first such date subsequent to the
Effective Date, with a final payment on the Maturity Date. The Borrower hereby  
promises to pay interest on the Senior Amortizing Term Loan in the amount and at
the times set forth herein.                                                     

     Section 4.5 Eurodollar Rate Determinations with respect to the Senior
Amortizing Term Loan.                                                           

            (a)     Eurodollar Portions of Senior Amortizing Term Loans.

                     (i)     Initial and Subsequent Eurodollar Portions of
Senior Amortizing Term Loans. The Borrower shall give the Agent in the case of  
Eurodollar portions of Senior Amortizing Term Loans at least three (3) Business 
Days irrevocable prior notice by telephone or telecopy and shall immediately    
confirm any such telephone notice with a written request for conversion to a    
Eurodollar Loan; provided, however, that the failure by the Borrower to confirm 
any notice by telephone or telecopy with a request for a Eurodollar Loan shall  
not invalidate any notice so given. The Agent, whose determination shall be     
conclusive, shall determine the Eurodollar Basis as of the second (2nd) Business
Day prior to the date of the requested Eurodollar Loan conversion and shall     
promptly notify the Borrower of the same, and the Borrower shall promptly       
confirm in writing receipt of such notification. The Eurodollar Loan Period for 
each portion of the Senior Amortizing Term Loan to be converted to a Eurodollar 
Loan shall in all events be either one (1), two (2) or three (3) months. Upon   
receipt of such notice from the Borrower, the Agent shall promptly notify each  
Term Loan Lender by telephone or telecopy of the contents thereof.              

                    (ii)    Procedures After Expiration of Conversion to
Eurodollar Loan Portion of Senior Amortizing Term Loan. At least three (3)      
Business Days prior to each Conversion Date, the Borrower shall give the Agent  
written notice specifying whether all or a portion of any Eurodollar Loan       
outstanding on the Conversion Date (a) is to be rolled over in whole or in part 
as a new Eurodollar Loan, in which case such notice shall also specify the      
Eurodollar Loan Period which the Borrower shall have selected for such new      
Eurodollar Loan, or (b) is to be converted in whole or in part as a Base Rate   
Loan. Upon such Conversion Date, such Eurodollar Loan will, subject to the      
provisions hereof, be so rolled over or converted.                              

                (iii)   Limitations as to Eurodollar Loans. Each
Eurodollar Loan with respect to the Senior Amortizing Term Loan shall be in a   
principal amount of no less than $1,000,000.00 and in integral multiples of     
$100,000.00, and at no time shall the aggregate number of all such Eurodollar   
Loans then outstanding exceed three (3). Requests for Eurodollar Loans may be   
made daily, provided the Borrower satisfies all notice requirements as provided 
for herein.                                                                     

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             (b)     The provisions of Section 3.5(e) as to Advances under
the Revolving Credit Loan shall also apply to the Eurodollar portions of the    
Senior Amortizing Term Loan.                                                    

               (c)     The provisions of this Section 4.5(c) shall not operate
as a reborrowing or repayment of the Senior Amortizing Term Loan subject to     
reborrowing but shall in all instances constitute an option of the Borrower to  
convert a portion of the Indebtedness included in the Senior Amortizing Term    
Loan to a Eurodollar Loan. In this instance, the applicable Eurodollar Loan     
shall be a portion of the Senior Amortizing Term Loan and shall not constitute a
readvance of all or any portion of the Senior Amortizing Term Loan. The Borrower
and Agent acknowledge and recognize that all proceeds of the Senior Amortizing  
Term Loan have been advanced on even date and are not subject to readvancement. 

  Section 4.6 Principal. The Borrower shall make mandatory principal
installment payments to the Agent on account of the Senior Amortizing Term Loan 
in the minimum aggregate amount of $5,000,000.00 on each January 31 and July 31 
during the term of the Senior Amortizing Term Loan, commencing January 31, 2002 
(the "Minimum Senior Amortizing Term Loan Paydowns"). The outstanding principal 
balance of the Senior Amortizing Term Loan shall be payable in periodic         
installments in accordance with the provisions of Section 7.2. All amounts      
applied by the Agent to the outstanding principal balance of the Senior         
Amortizing Term Loan under Section 7.3 shall be credited against the Minimum    
Senior Amortizing Term Loan Paydowns in chronological order. The Borrower shall 
pay the unpaid balance of each annual Minimum Senior Amortizing Term Loan       
Paydown in a single payment on January 31, 2002 and on every July 31 and January
31 thereafter during the term of the Senior Amortizing Term Loan. In the event  
the Borrower has not made the Minimum Senior Amortizing Term Loan Paydowns when 
due, the Agent may (but shall not be required to) make a Revolving Credit       
Advance in an amount equal to the amount of the Minimum Senior Amortizing Term  
Loan Paydown then due.                                                          

   In the event that the Borrowing Base is insufficient to support the
existing amount of the outstanding principal balance of the Loans, the Borrower 
shall also make a mandatory principal payment in the amount required to cause   
the Borrowing Base to be sufficient to justify the amount of outstanding        
principal balance of the Loans.                                                 

Section 5     FEES.                                             

    Section 5.1 Origination Fee. The Borrower has paid to Fleet and Lead
Arranger the fees in accordance with the Fee and Expense Agreement              
(collectively, "Origination Fee").                                              

Section 5.2 Commitment Fee. Borrower shall pay to the Agent, a  
commitment fee ("Commitment Fee") payable quarterly in arrears on the first day 
of the succeeding Fiscal Quarter and on the Maturity Date. The Commitment Fee   
shall be distributed, pro rata, to the Lenders in accordance with their         
respective Revolving Credit Commitment Percentage. The amount of the Commitment 
Fee shall be calculated as follows: for any Fiscal Quarter, the product of the  
Applicable Commitment Fee Percentage times the Average Daily Non-Usage Amount.  
The Applicable Commitment Fee Percentage shall be identified as follows:        

              (a)     One-half percent (.5%), if the Average Daily Non-Usage
Amount                                                                          

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is greater than sixty percent (60%) of the Scheduled Revolving Credit           
Commitment Amount; or                                                           

 (b)     Three-tenths percent (.3%), if otherwise.

     Section 5.3 Agent's Fee. The Borrower shall pay to Fleet annually, in
advance, for the Agent's own account, an Agent's Fee in accordance with the Fee 
and Expense Agreement ("Agent's Fee").                                          

       Section 5.4 Letter of Credit Fee. The Borrower shall pay to the Agent a
fee (collectively, "Letter of Credit Fee") for each Letter of Credit issued     
pursuant to this Agreement to be calculated at the rate of one and three-fourths
percent (1.75%) per annum on the Maximum Drawing Amount, plus the Agent's       
customary issuance fee, payable in accordance with the Agent's standard fee     
schedule. The Letter of Credit Fee shall be payable quarterly in arrears on the 
first day of the succeeding calendar quarter succeeding the date of issuance and
upon the date of renewal for the renewal term of any Letter of Credit. Upon     
receipt of such Letter of Credit Fee (but not issuance fee), the Agent shall    
remit to each Revolving Credit Lender that has a Revolving Credit Commitment its
pro rata portion of the Letter of Credit Fee based on its percentage of the     
Revolving Credit Commitment less one-eighth (.125%) percent.                    

       Section 5.5 Additional Amounts Payable on Account of Credit Facilities.
The Agent or any Lender shall promptly notify the Borrower if any Lender or the 
Agent shall have determined that any applicable law enacted by the United       
States, any federal agency, any state, or political subdivision thereof,        
including any rule, regulation, guideline, directive or request regarding       
capital requirements for banks or bank holding companies or subsidiaries of bank
holding companies, or any change therein or in the interpretation or            
administration thereof by any Governmental Authority, central bank or comparable
agency in the United States charged with the interpretation or administration   
thereof, or compliance by the Lender or the Agent with any of the foregoing,    
(collectively, "Applicable Laws") imposes or increases a requirement by any     
Lender or the Agent to allocate capital resources to the commitment of such     
Lender to make or issue, or to the maintenance by such Lender or the Agent of,  
Loans hereunder, and such Lender or Agent has determined in good faith that     
would have the effect of reducing the return on the capital of such Lender or   
the Agent to a level below that which such Lender or the Agent could have       
achieved (taking into consideration the then existing policies of such Lender or
the Agent with respect to capital adequacy and assuming full utilization of the 
capital of such Lender or the Agent) but for such applicability, change,        
interpretation, administration or compliance, by any amount deemed in good faith
by such Lender or the Agent to be material, and which is not reflected in an    
increase in the Base Rate or Eurodollar Basis, as the case may be. The Borrower 
and such Lender or as the case may be, shall thereafter attempt to negotiate in 
good faith an adjustment to the compensation payable hereunder which will       
adequately compensate such Lender for such modification. If the Borrower and    
such Lender are unable to agree to such adjustment within ninety (90) days of   
the day on which the Borrower shall receive such written notice, then commencing
on the date of such notice (but not earlier than the effective date of any such 
applicability, change, interpretation, administration or compliance), then the  
fees payable hereunder shall increase by an amount which will, in the reasonable
determination of such Lender, compensate such Lender for such modification. In  
determining the amount of income, the Lender may use any reasonable and         
equitable methods of averaging, allocating or attributing                       

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such modification among its customers.                                          

The affected Lender shall deliver to the Borrower a certificate 
demonstrating the calculation of the amount of such increased fees. The Borrower
shall be required to pay the increased amount within fifteen (15) days after its
receipt of such certificate.                                                    

       Section 5.6 Additional Costs and Expenses; Reserve Requirements. If any
Applicable Laws shall:                                                          

              (a)     subject any Lender or the Agent to any tax (other than
income tax), levy, impost, duty, charge, fee, deduction or withholding of any   
nature with respect to the Loans or deposits obtained to fund Loans; or         

              (b)     materially change the basis of taxation of payments to
any Lender of the principal of or the interest on the Loans or any other amounts
payable to any Lender hereunder (other than changes relating to taxes based on  
the net income of such Lender or the Agent); or                                 

          (c)     impose or render applicable any special deposit or
reserve or similar requirement (whether or not having the force of law) against 
the Loans or loans of the type contemplated hereby made by the Lenders; or      

    (d)     impose on any Lender any other conditions or
requirements with respect to the Loans or any class of loans of which the Loans 
form a part, and the result of any of the foregoing is to increase the cost to  
any Lender of making the Loans or Revolving Credit Advances, or to reduce the   
amount of principal, interest, or other amount payable to such Lender or the    
Agent hereunder, or to require such Lender to make any payment or to forego any 
interest or other sum payable hereunder, and which is not reflected in an       
increase in the Base Rate or Eurodollar Basis, as the case may be, the amount of
which payment or foregone interest or other sum is calculated by reference to   
the gross amount of any sum receivable or deemed received by such Lender from   
the Borrower hereunder, then, such Lender will notify the Borrower within ninety
(90) days of the date of the actual knowledge of the Lender of the occurrence of
such event, and the Borrower and such Lender shall thereafter attempt to        
negotiate in good faith an adjustment to the compensation payable hereunder     
which will adequately compensate such Lender for such reduction or payment. If  
the Lender and the Borrower are unable to agree to such adjustment within ninety
(90) days of the date of such notice, the Borrower will, upon written demand    
made by such Lender at any time and from time to time thereafter, pay to such   
Lender such additional amounts as will be sufficient in the good faith opinion  
of such Lender to compensate the Lender for such additional cost, reduction,    
payment or foregone interest or other sum. In determining the amount of such    
compensation, such Lender or the Agent may use any reasonable and equitable     
methods of averaging, allocating or attributing such amounts to its customers.  

The affected Lender shall deliver to the Borrower a certificate 
demonstrating the calculation of the amount of such increased payment. The      
Borrower shall pay such amount within fifteen (15) days after its receipt of    
this certificate.                                                               

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       Section 5.7 Indemnification. If, due to prepayments made by Borrower or
due to acceleration of the maturity date of any Eurodollar Loans pursuant to the
terms of this Agreement, or due to any other reason, including without          
limitation the events specified above, but subject to the provisions of Section 
3.5 (e) (ii), the Agent receives payments of principal other than on a required 
principal payments due date under this Agreement, the Borrower shall, upon      
demand by the Agent, pay to the Agent any amounts required to compensate any    
Lender for any losses, costs or expenses which such Lender may reasonably incur 
as a result of such prepayment, including without limitation, any loss, costs or
expenses incurred by reason of liquidation or reemployment of deposits or other 
funds acquired by such Lender to fund or maintain its portion of the Eurodollar 
Loans. Such compensation and the compensation provided for elsewhere in this    
Agreement shall include, without limitation, an amount calculated as follows:   

                (a)     First, the Agent shall determine the amount by which (i)
the total amount of interest which would have otherwise accrued hereunder on    
each installment of principal so paid, during the period beginning on the date  
of such payment and ending on the date such installment would have been due (the
"Reemployment Period"), exceeds (ii) the total amount of interest which would   
accrue during the Reemployment Period, on a deposit in the interbank Eurodollar 
borrowing market in an amount equal (as nearly as may be) to the amount of      
principal so paid and to have a maturity comparable to the Reemployment Period. 
Each such amount is hereafter referred to as an "Installment Amount."           

           (b)     Second, each Installment Amount shall be treated as
payable as of the date on which the related principal installment would have    
been payable by the Borrower had such principal installment not been prepaid.   

               (c)     Third, the amount to be paid on each such date shall be
the present value of the Installment Amount determined by discounting the amount
thereof from the date on which such Installment Amount is to be treated as      
payable, at the same annual interest rate as that payable upon the interbank    
Eurodollar deposit designated as aforesaid by the Agent.                        

        (d)     Fourth, no portion of the principal installments
required pursuant to Section 4.6 and Section 7.2 shall be considered prepayments
of the principal of the Eurodollar Loans. The application by the Agent to the   
Eurodollar Loans principal of any proceeds of insurance or awards from          
condemnation or other taking by eminent domain shall be not considered a        
prepayment of the principal of the Eurodollar Loans pursuant to this Section    
5.7.                                                                            

      Section 5.8 Interest on Overdue Amounts. Overdue principal and (to the
extent permitted by applicable law) interest on the Loans and all other overdue 
amounts payable hereunder arising from the occurrence of an Event of Default    
shall bear interest at a rate per annum equal to five percent (5%) plus the Base
Rate, compounded daily and payable on demand, to accrue from the due date       
thereof until the Obligation of the Borrower with respect to the payment thereof
shall be discharged, whether before or after judgment ("Default Rate").         

Section 6 PAYMENTS; COMPUTATIONS; AND INTEREST LIMITATION.      

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   Section 6.1 Payments. All payments of principal and interest on the
Loans, Fees, and any other amounts due hereunder shall be made by the Borrower  
to the Agent, for the respective accounts of the Lenders and the Agent, in      
immediately available funds at 1 Federal Street (MABE10307C), Boston,           
Massachusetts 02110 ("Payment Office") (MABE10307C). As provided in Section     
3.5(a), whenever any such Obligation is due and payable, the Agent may (but     
shall not be required to) make a Revolving Credit Advance in the amount of such 
Obligation and apply the proceeds of the Revolving Credit Advance to the payment
of the Obligation, provided that the Agent shall promptly notify the Borrower of
any such Revolving Credit Advance and the application of the proceeds thereof.  
Upon receipt by the Agent of any such payment of principal, interest or fees    
(other than fees or expenses to be retained by Agent pursuant to the terms      
thereof), the Agent shall, subject to the applicable settlement provisions of   
Section 18.5, remit to each other Lender its applicable pro rata share of such  
payment.                                                                        

        Section 6.2 Computations. All computations of (a) interest on the Loans,
(b) the Fees, and (c) any other amount due hereunder shall be based on a three  
hundred sixty (360) day year and paid for the actual number of days elapsed.    
Whenever a payment hereunder becomes due on a day which is not a Business Day,  
the due date for such payment shall be extended to the next succeeding Business 
Day, and interest shall accrue during such extension.                           

       Section 6.3 Interest Limitation. Notwithstanding any other term of this
Agreement or any other document referred to herein or therein, the maximum      
amount of interest which may be charged to or collected from any person liable  
hereunder by the Agent shall be absolutely limited to, and shall in no event    
exceed, the maximum amount of interest which could lawfully be charged or       
collected under applicable law, so that the maximum of all amounts constituting 
interest under applicable law, howsoever computed, shall never exceed as to any 
person liable therefor such lawful maximum, and any term of this Agreement or   
any other document referred to herein or therein which could be construed as    
providing for interest in excess of such lawful maximum shall be and hereby is  
made expressly subject to and modified by the provisions of this paragraph.     

Section 7 SECURITY, GUARANTIES AND DEPOSITORY ACCOUNT.          

   Section 7.1 Security. The Obligations shall be secured by a blanket
perfected first in priority security interest (subject only to Permitted Liens) 
in favor of the Agent for the benefit of each of the Lenders on all of the      
assets of the Property Owners and the Pledgor Subsidiaries. The Borrower hereby 
warrants that it is compliance with the provisions of the foregoing sentence of 
this Section 7.1 except for the assets described in Schedule 7.1 which are      
encumbered by liens in favor of Persons other than the Agent. The provisions of 
this Section 7.1 shall be subject to the provisions of Section 11.10 (o) and    
(p). Without limitation, the assets to be pledged shall include the Mortgaged   
Properties, all Receivables and other rights of the Property Owners and the     
Pledgor Subsidiaries to receive payments and proceeds with respect to any part  
of the Mortgaged Properties or assets pledged by the Pledgor Subsidiaries, all  
cash of the Consolidated Group, including that received from the operation of   
their businesses and properties (but subject to the rights of a creditor        
pursuant to a Permitted Lien under Section 11.9), all rights of the Property    
Owners under any mortgage, deed of trust or other security documents executed in
connection with the sale of any assets subject to the Mortgage or other Security
Documents, all trademarks and other intangible rights                           

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(including, without limitation, the rights of each member of the Consolidated   
Group to all the names or trade names owned or used by such member of the       
Consolidated Group but subject to rights of a creditor pursuant to a Permitted  
Lien under Section 11.9) pursuant to the terms of the Security Documents. The   
Security Documents are described on Schedule 7. BCG has executed this Agreement,
among other reasons, to evidence its agreement to the pledges and granting of   
security interests represented by the BCG Security Agreements and to enter into 
and deliver the BCG Guaranty and the BCG Security Agreements at Closing, to     
acknowledge and agree to the remaining terms and conditions of this Agreement   
and to ratify and agree to the representations and warranties contained herein. 
CFC has executed this Agreement, among other reasons, to evidence its agreement 
to the pledges and granting of security interests represented by the Mortgage   
and to enter into and deliver the CFC Guaranty and the Mortgage on the          
Modification Date, to acknowledge and agree to the remaining terms and          
conditions of this Agreement and to ratify and agree to the representations and 
warranties contained herein.                                                    

      All amounts owing with respect to the Obligations shall be secured pro
rata by the Collateral without distinction as to whether some Obligations are   
then due and payable and other Obligations are not then due and payable,        
provided that all costs and expenses as provided in Section 15 shall first be   
paid before any proceeds are applied to any other Obligations.                  

       Section 7.2 Guaranty. Each Subsidiary of the Borrower or any Subsidiary
of any of the Subsidiaries of the Borrower shall execute and deliver to the     
Agent a Guaranty of Payment and Performance in form and substance acceptable to 
the Agent. Each of such entities in existence as of the date hereof shall       
execute and deliver such guaranty to the Agent on or before the date hereof.    
Thereafter, as a condition to the formation of any Subsidiary, the Borrower     
shall cause the Subsidiary upon formation to execute and deliver a guaranty     
required by this Section 7.2 to the Agent.                                      

Section 7.3 Depository Account and Working Capital Account.     

           (a)     Borrower shall establish at one (1) or more banking
institutions selected by Borrower and approved by the Agent (each called a      
"Depository") special deposit accounts in the name of Borrower and for the      
benefit of the Agent from which withdrawals may be made only to the Working     
Capital Account (each called a "Depository Account"). Unless otherwise directed 
by the Agent, at the close of each Business Day, the Consolidated Group shall   
promptly deposit all cash, checks and other payments or proceeds received by it 
from the operation of its business or the Properties and all payments made under
any Housing Purchase Agreement, other than deposits required to be held in third
party escrows, Receivable or other agreement or instrument assigned to the Agent
as Collateral directly into the Depository Account. The Agent may, following    
written notice to the Borrower, revoke the designation of any Depository Account
or designate substitute or additional Depository Accounts. The foregoing        
requirement shall not be applicable to a member of the Consolidated Group at any
time that it is a party to a Permitted Lien which requires payment of its cash  
in a manner contrary to the provisions of this Section 7.3.                     

                (b)     Until the Agent, by written notice to the Borrower given
at any                                                                          

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time, requests that the obligors under the Collateral Documents be notified of  
the Agent's security interest, the Borrower shall cause all payments due        
thereunder to be made to a Depository Account or to specified post office boxes 
or other locations approved by the Agent. The Consolidated Group shall hold all 
proceeds of collection received by it at any time as trustee for the Lenders    
without commingling the same with other funds of any member of the Consolidated 
Group and shall turn such funds over to the Agent, or deposit such funds in a   
Depository Account, immediately upon receipt in the identical form received.    
Upon the occurrence of a Default, the Agent may, at any time and at its option, 
exercisable by notice to the Borrower, direct all or any member of the          
Consolidated Group to cease collection of payments made to such designated      
locations, and allow the Agent sole access to such locations for the purpose of 
accepting and collecting such payments and applying the collected proceeds to   
reduce the Obligations. The Consolidated Group shall, following the occurrence  
of a Default or Event of Default hereunder, if requested to do so by the Agent, 
notify the obligors under the Collateral Documents of the security interest of  
the Agent therein and that payments due thereunder are to be made directly to   
the Agent. At any time after making such a request of the Borrower, the Agent   
may itself, without further notice to or demand upon the Borrower, so notify the
obligors under the Collateral Documents. The collection of payments directly by 
the Agent in any manner permitted hereunder shall in no respect affect the      
duties of the Consolidated Group (i) to continue to render all reasonable       
assistance to the Agent in the collection of amounts due under the Collateral   
Documents and (ii) to fulfill its obligations as trustee for the Lenders        
described above with respect to proceeds of collection of amounts under any     
Collateral Documents and other payments received by the Consolidated Group.     

            (c)     In the event that (i) no Default or Event of Default
exists; (ii) Unfunded Revolving Credit Availability is equal to $200,000,000.00;
and (iii) a Property Owner has received net sales proceeds from the sale of any 
Collateral pursuant to the terms hereof, then upon all of such conditions       
occurring, the Borrower shall be entitled to deposit an unlimited amount of such
net proceeds in the Working Capital Account rather than applying such proceeds  
as a prepayment to the Senior Amortizing Term Loan. Upon deposit, the funds     
shall be applied in accordance with and governed by the other provisions of this
Agreement applicable to proceeds in the Working Capital Account.                

                (d)     The proceeds of the Depository Accounts shall be paid to
the Working Capital Account either: (i) at the direction of the Agent upon the  
occurrence of a Default or Event of Default or (ii) or, otherwise, at such times
and procedures as the Agent may from time to time direct. The Agent shall credit
the proceeds of collection and other monies received by it hereunder as follows:

                      (i)     If no Default or Event of Default then exists,
or unless directed by the Borrower to apply such proceeds to reduce the         
Revolving Credit Loan or Senior Amortizing Term Loan, the proceeds shall be     
transferred to a checking account maintained by the Borrower in its name with   
the Agent at the Agent's Head Office (herein called the "Working Capital        
Account"), subject to the limitation that the balance available to the Borrower 
in the Working Capital Account shall at no time exceed $10,000,000.00. Any      
excess amounts paid to or held by the Agent either in the Working Capital       
Account or otherwise shall be applied against the Loans in accordance with the  
provisions hereof. The amounts on deposit at any time in the                    

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Working Capital Account shall serve as collateral security for the Obligations  
and shall be subject to the Lenders' right of setoff under Section 13, and shall
not be subject to the one (1) day notice required in the next sentence. Prior to
the occurrence of an Event of Default or the termination of those rights at the 
Agent's unilateral recission of such rights, upon one (1) day notice to Borrower
by Agent, the Borrower shall be entitled to draw upon funds in the Working      
Capital Account for any purpose for which it would be entitled to use proceeds  
of the Loans. All funds held in the Working Capital Account shall be invested by
the Agent at the direction of the Borrower in obligations issued or guaranteed  
by the United States of America or in repurchase agreements for such securities 
or as otherwise agreed by the Agent, and the Borrower from time to time and all 
income and expense thereof shall be paid to or by Borrower as received or       
incurred by deposit or charge thereof to the Working Capital Account.           

                        (ii)    To the extent such proceeds are not deposited in
the Working Capital Account pursuant to (i) above, such proceeds shall be       
credited to reduce the Revolving Credit Loan and the Senior Amortizing Term Loan
in such order as Borrower may direct. Such credits shall be entered on the first
Business Day after receipt thereof by the Agent at the Agent's Head Office in   
immediately available funds.                                                    

                       (iii)   To the extent such proceeds are not credited to
reduce the Revolving Credit Loan or the Senior Amortizing Term Loan or deposited
in the Working Capital Account pursuant to (i) or (ii) above, such proceeds     
shall be credited to other Obligations then outstanding as of the first Business
Day after receipt by the Agent at the Agent's Head Office in immediately        
available funds. If no Default or Event of Default is ongoing and uncured,      
Borrower may, subject to the limitations herein, direct the application of such 
proceeds to specific Obligations.                                               

                       (iv)    If after applying the available proceeds in the
manner described in (i), (ii) and (iii) above, there are no Obligations         
outstanding, and there exists no Default or Event of Default, such proceeds     
shall be deposited to the Working Capital Account (whether or not such deposit  
shall increase the available balance therein to an amount greater than          
$10,000,000.00) and shall be invested and available for use by the Borrower as  
provided in (i) above.                                                          

                      (v)     For so long as there is an ongoing and uncured
Default or Event of Default, all such proceeds shall be credited to reduce the  
Loans proportionately, such credits to be entered as of the first Business Day  
after receipt thereof by the Agent at the Agent's Head Office in immediately    
available funds. Prior to the pendency of a Default, all such proceeds shall be 
applied against the Revolving Credit Loan and thereafter, at the Borrower's     
election, in accordance with the provisions of Section 7.2 (c). Any funds not   
applied in accordance with the previous sentence shall be applied to the Senior 
Amortizing Term Loan. The provisions of this Section 7.3 are subject to the     
provisions of Section 12.5.                                                     

Section 8 REPRESENTATIONS AND WARRANTIES.                       

   Each of the members of the Consolidated Group hereby represents and
warrants to the Lenders and the Agent as follows:                               

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Section 8.1 Existence, etc.                                     

             (a)     Borrower, Watermark and BCG are corporations existing
under the laws of the State of Delaware and have been duly organized and are in 
good standing under the laws of the State of Delaware and are qualified to do   
business and are in good standing under the laws of the State of Florida. Each  
of the Pledgor Subsidiaries and the Property Owners is an entity validly        
existing and in good standing under the laws of the state of its organization,  
and, if organized outside of the State of Florida, each such entity is qualified
to do business in the State of Florida. Each of the Consolidated Group has taken
all actions which, by reason of its ownership of property or carrying on of     
business, are required to be taken by it under the laws of any jurisdiction     
wherein it owns property or carries on business.                                

            (b)     Each of the Consolidated Group and Watermark has all
requisite power and authority and has full legal right to enter into each of the
Loan Documents to which it is or is to become a party, to perform, observe and  
comply with all of its agreements and obligations under each of such documents. 
The Borrower has all requisite power and authority and full legal right to make 
all of the borrowing and obtain the extensions of credit contemplated by this   
Agreement.                                                                      

               (c)     All of the members of the Consolidated Group are listed
on Schedule 1.10. The ownership of Watermark and the Consolidated Group is as   
set forth on Schedule 1.12. All of the Subsidiaries of Property Owners are      
listed on Schedule 1.2. None of the members of the Consolidated Group or        
Watermark has any material assets which add materially to the financial         
condition of the Consolidated Group or owns any real property or partnership or 
joint venture interest other than the Pledgor Subsidiaries and the Property     
Owners.                                                                         

                (d)     No member of the Consolidated Group or Watermark owns or
holds of record and/or beneficially (whether directly or indirectly) any shares 
of any class in the capital of any corporations nor any legal and/or beneficial 
interests in any partnership, limited liability company, business trust or joint
venture or in any other unincorporated trade or business enterprise, except for 
the partnership interests listed on Schedule 8.27 and the Subsidiaries set forth
on Schedule 1.10.                                                               

       Section 8.2 Capitalization. The sole owner of the Borrower is Watermark
as of even date. BCG is solely owned by Borrower.                               

       Section 8.3 Authority, etc. The execution and delivery by Watermark and
each of the members of the Consolidated Group of each of the Loan Documents to  
which it is a party, the performance by Watermark, and each member of the       
Consolidated Group of their respective agreements and obligations under each of 
such documents, and the making by the Borrower of all of the borrowing          
contemplated by this Agreement, are within their respective authority, have been
duly authorized by all necessary corporate and partnership action and do not and
will not, (i) contravene any member of the Consolidated Group's or Watermark's  
certificate of incorporation or partnership agreement or other charter          
documents, bylaws or any stock provisions, or any amendment thereof, or (ii)    
conflict with, or result in a breach of any material term, condition or         
provision of, or constitute a default under or result in the creation of any    
mortgage, lien, pledge,                                                         

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charge, security interest or other encumbrance upon any of its properties under 
any agreement, trust deed, indenture, mortgage or other instrument to which any 
member of the Consolidated Group or Watermark is a party or by which its        
properties are bound or affected except as disclosed to Agent on the day of     
Closing, or (iii) violate or contravene any provision of any law, regulation,   
order, ruling or interpretation thereunder or any decree, order or judgment of  
any Governmental Authority in a material manner or (iv) require any waiver,     
consent or approval by any of the creditors or partners or stockholders of any  
member of the Consolidated Group or Watermark or (v) require any approval,      
consent, order, authorization or license by, or giving prior notice to, or      
taking any other action with respect to, any Governmental Authority under any   
provision of any law applicable to any member of the Consolidated Group or      
Watermark, where the failure to do so would have a material adverse effect on   
such entity.                                                                    

    Section 8.4 Binding Effect of Documents, etc. (a) The members of the
Consolidated Group and Watermark have duly executed and delivered each of the   
Loan Documents to which each is a party, and each of such documents is in full  
force and effect. The agreements and obligations of members of the Consolidated 
Group and Watermark in each of the Loan Documents to which each is a party      
constitute legal, valid and binding obligations of the members of the           
Consolidated Group or Watermark, as the case may be, enforceable against the    
members of the Consolidated Group or Watermark, as the case may be, in          
accordance with their respective terms except as enforceability is limited by   
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or 
affecting generally the enforcement of creditors' rights and by general         
principles of equity regardless of whether enforcement of such obligations is   
sought in a proceeding in equity or at law.                                     

              (b)     Watermark has executed and delivered the Subordination
Agreement and such document is in full force and effect. The agreements and     
obligations of Watermark contained in the Subordination Agreement constitute the
legal, valid and binding obligation of Watermark enforceable in accordance with 
its terms except as enforceability is limited by bankruptcy, insolvency,        
reorganization, moratorium or other laws relating to or affecting generally the 
enforcement of creditors' rights and by general principles of equity regardless 
of whether enforcement of such obligations is sought in a proceeding in equity  
or at law.                                                                      

Section 8.5 No Events of Default, etc.                          

          (a)     No Default or Event of Default has occurred and is
continuing.                                                                     

           (b)     None of the members of the Consolidated Group is in
default under any provision of its charter documents, bylaws, stock provisions  
or under any indenture or agreement by which it is bound, or in violation of any
applicable law, order, regulation, ruling or requirement of any court or public 
body or authority by which any members of the Consolidated Group or properties  
are bound, which default or violation would have a material adverse effect on   
their business, assets, operations or financial condition.                      

     Section 8.6 Chief Executive Office. The chief executive office of the
Property Owners and Pledgor Subsidiaries is and shall be located at the address 
set forth in the Preamble. Borrower shall provide notice to the Lender on or    
before sixty (60) days of the relocation of its                                 

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office and shall execute and deliver to the Agent such financing statements as  
the Agent may deem necessary, including those necessary in order to continue the
effectiveness of those financing statements.                                    

Section 8.7 Financial Statements; Solvency; Consideration.      

       (a)     There has been furnished to the Lenders audited
financial statements of WCI as of December 31, 1999, audited by Pricewaterhouse.
Such statements are true and correct in all material respects. Except as        
otherwise disclosed herein, there are no additional material contingent         
liabilities of members of the Consolidated Group which would have a material    
adverse effect on the Consolidated Group if adversely determined.               

           (b)     Each member of the Consolidated Group (after giving
effect to the transactions contemplated hereby), and the Consolidated Group on a
consolidated basis, is solvent, has assets having a fair value in excess of the 
amount required to pay its probable liabilities on its existing debts as they   
become absolute and matured, and has, and will have, access to adequate funds   
for the conduct of its business and the ability to pay its debts from time to   
time incurred in connection therewith as such debts mature.                     

            (c)     Each of the members of the Consolidated Group agrees
that it has received good and adequate consideration for execution hereof and   
the foregoing documents in that, among other reasons, the Borrower will have    
sufficient funds to make available to each of the members of the Consolidated   
Group to support its operations.                                                

      Section 8.8 Material Adverse Change. Other than sales of assets in the
ordinary course of business of which the Agent is aware, since December 31,     
1999, there has not been any materially adverse change in the financial         
condition, assets, or results of operations of the Consolidated Group or        
Watermark. Neither Watermark nor any member of the Consolidated Group is a party
to any contract or agreement that could reasonably be expected to have a        
material adverse effect on the business of each of the Property Owners or of the
Consolidated Group taken as a whole, and which is not shown on the balance      
sheets of the Borrower delivered to the Lenders pursuant to Section 8.7 or      
otherwise disclosed in writing to Agent.                                        

       Section 8.9 Mortgage and Liens. None of the property, assets, income or
revenues of any character of the Consolidated Group is subject to any mortgage, 
lien, pledge, charge, security interest, defect or other encumbrance of any     
kind, other than the Permitted Liens.                                           

      Section 8.10 Indebtedness. No member of the Consolidated Group has any
Indebtedness other than Indebtedness permitted by the provisions contained in   
Section 11.10.                                                                  

        Section 8.11 Litigation. Except as disclosed on Schedule 8.11 and except
for claims, actions and proceedings fully covered by insurance, there is no     
pending or, to the best knowledge of Borrower and other Property Owners,        
threatened action, suit, or proceeding before any court, Governmental Authority,
or board of arbitration against any member of the Consolidated Group, which if  
determined against it could materially and adversely affect the financial       
condition, assets or operations of any member of the Consolidated Group taken as
a whole.                                                                        

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Section 8.12 No Default. Neither Watermark nor any member of the
Consolidated Group is in default in any respect under any material contract,    
agreement or instrument to which it is a party or by which it or any of its     
property is bound, the consequence of which default could materially and        
adversely affect the financial condition, assets, or operations of the          
Consolidated Group taken as a whole.                                            

       Section 8.13 Taxes. Except as otherwise disclosed to Agent, all members
of the Consolidated Group have filed all federal, state and local tax returns   
required to be filed by it and have paid, or have made reasonable provision for 
payment of, all taxes (if any) which have or are reasonably likely to become due
and payable pursuant to any of the said returns or pursuant to any matters      
raised by audits or for other reasons known to it, except for taxes the amount, 
applicability, or validity of which are currently being contested by it in good 
faith by appropriate proceedings and with respect to which it has set aside on  
its books adequate reserves.                                                    

Section 8.14 Collateral.                                        

             (a)     All of the Obligations are secured by and entitled to
the benefits of each of the Security Documents and the Subordination Agreement. 

            (b)     No financing statement which names any member of the
Consolidated Group, other than Permitted Liens, has been filed in any           
jurisdiction in the United States or any State thereof pursuant to Article 9 of 
the Uniform Commercial Code of any State, and except for the Permitted Liens, no
member of the Consolidated Group has signed any financing statement or any      
security agreement authorizing any secured party thereunder to file any such    
financing statement in any such jurisdiction.                                   

                (c)     No mortgages, chattel mortgages, assignments, statements
of assignment, security agreements or deeds of trust have been filed by any     
person or persons with respect to any part of the property or assets of any     
member of the Consolidated Group, except for the Permitted Liens.               

            (d)     All of the assets of the Property Owners and Pledgor
Subsidiaries are subject to perfected first in priority security interests in   
favor of the Agent except for (i) certain of the assets which are subject to the
Permitted Liens; (ii) those assets described in Schedule 7.1; and (iii) those   
assets included in Section 11.10 (o) or (p).                                    

Section 8.15 Compliance of Properties with Law. The location,   
construction, occupancy, development, operation and use of the Properties comply
in all material respects with the terms of all of the following encumbrances    
constituting Permitted Liens: all applicable regional impact plans and reports, 
all applicable restrictive covenants and deed restrictions, zoning and          
subdivision ordinances and building codes, health and Environmental Laws, and   
other applicable laws, statutes, ordinances, rules, regulations, orders or      
determinations of any Governmental Authority. The Property Owners have obtained 
all necessary certificates, licenses, authorizations, registrations, permits    
and/or approvals necessary for the use and operation of the Properties or any   
part thereof (the "Permits") as currently developed in accordance with all      
applicable laws. Without limiting the foregoing, Borrower and the other Property
Owners hereby                                                                   

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warrant and represent to the Agent and the Lenders as follows:                  

             (a)     All of the Properties (except as provided on Schedule
8.15(a)) are affected by permits for Developments of Regional Impact more       
particularly described on Schedule 8.15(a) (collectively, "DRIs"). Each of the  
Property Owners and all properties affected by the DRIs are in compliance in all
material respects with the terms, conditions, and obligations of the DRIs.      
Neither the Property Owners nor any of the Pledgor Subsidiaries have received or
has any knowledge of the existence of any notice of noncompliance or the        
imposition of additional obligations with respect to the DRIs. The DRIs are     
Vested.                                                                         

                (b)     All of the Properties are zoned PUD, RPD or CPD pursuant
to PUD zoning approvals or conventional zoning from the applicable Governmental 
Authority, except as identified on Schedule 8.15(b). No action is pending to    
change or modify any zoning applicable to any of the Properties, except as set  
forth on Schedule 8.15(c), and the zoning rights are Vested. The actions to     
change or modify the zoning set forth on Schedule 8.15(c) will not adversely    
affect the value of the Collateral.                                             

              (c)     All Permits are Vested and either run with and benefit
the land or are freely assignable to the Agent and the Lenders, except as set   
forth on Schedule 8.15(d), and the Property Owners have taken all required      
actions necessary to perfect a first in priority security interest in the       
Permits so that upon the succession to ownership of the Property by the Agent,  
the Agent or its designee shall have full ownership and the right to use the    
Permits without payment of additional fees, charges, or impositions other than  
currently required to be paid by the Property Owners.                           

Section 8.16 ERISA Compliance; Severance Obligations.           

               (a)     Each pension plan (as defined in Section 3(2) of ERISA)
established or assumed or maintained, or to which contributions are made by the 
Consolidated Group or any member thereof or any Person which is a member of the 
same controlled group, or under common control (within the meaning of Section   
414(b) or (c) of the Code or Section 4001(b)(l) of ERISA), with any of the      
foregoing is referred to herein as a "Pension Plan." No Pension Plan is a       
multi-employer plan (as defined in Section 4001(a)(3) of ERISA), and each       
Pension Plan is, and has at all times been, in compliance in all material       
respects with the applicable provisions of ERISA and the Code, including without
limitation any minimum funding requirements applicable with respect to such     
Pension Plan. Each Pension Plan is a defined contribution plan and not a        
"defined benefit plan" (as defined in Section 3(35) of ERISA). There have been  
no reportable events within the meaning of Section 4043 of ERISA and the        
regulations promulgated thereunder with respect to any Pension Plan.            

               (b)     Each welfare plan (as defined in Section 3(1) of ERISA)
established or assumed or maintained, or to which contributions are made, by the
Consolidated Group or any member thereof is referred to herein as a "Welfare    
Plan." No Welfare Plan is a multi-employer plan, and each Welfare Plan is, and  
has at all times been, in compliance in all material respects with the          
applicable provisions of ERISA and the Code. No member of the Consolidated Group
has any liability for post-retirement benefits provided or to be provided to    
employees under any                                                             

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Welfare Plan, except to make available continuous coverage as and to the extent 
required by the provisions regarding employee benefit plans set forth in Section
4980(B) of the Code.                                                            

              (c)     Except for the Pension Plans and the Welfare Plans, no
member of the Consolidated Group has established or assumed or maintains or     
makes any contributions to any employee benefit plan (as defined in Section 3(3)
of ERISA) except a Management Cash Incentive Distribution Plan; the details of  
which have been disclosed in writing to the Agent prior to the Closing Date.    
There is no material unfulfilled obligation on the part of any member of the    
Consolidated Group to make any contribution with respect to either the Pension  
Plans or the Welfare Plans.                                                     

                (d)     The execution and delivery of the Loan Documents and the
consummation of the transactions contemplated thereby will not involve any      
prohibited transaction within the meaning of ERISA.                             

                (e)     Except as disclosed in writing to the Agent prior to the
Effective Date, no member of the Consolidated Group has any obligation to make  
severance payments or provide post-employment benefits pursuant to any contract 
or other arrangement with any of its employees, officers or directors, excluding
the Pension Plans and Welfare Plans.                                            

   Section 8.17 Other Representations. Each of the representations and
warranties made by any of the members of the Consolidated Group or Watermark in 
any of the Loan Documents to which such member of the Consolidated Group or     
Watermark is a party is true and correct in all material respects.              

  Section 8.18 Disclosure. No representation or warranty made by the
Consolidated Group in this Agreement or in any agreement, instrument, document, 
certificate, statement or letter furnished to the Agent or the Lenders by or on 
behalf of the members of the Consolidated Group in connection with any of the   
transactions contemplated by any of the Loan Documents contains any untrue      
statement of a material fact when taken as a whole or omits to state a material 
fact necessary in order to make the statements contained therein not misleading 
in light of the circumstances in which they are made.                           

 Section 8.19 Loans as Senior Indebtedness. All Obligations of the
Consolidated Group to the Lenders will constitute senior indebtedness to any    
instrument evidencing indebtedness which purports to be Subordinated Debt or the
Senior Subordinated Notes.                                                      

     Section 8.20 Holding Company and Investment Company Acts. None of the
Consolidated Group nor any Subsidiary is a "holding company," nor a "subsidiary 
company" of a "holding company," nor an "affiliate" of a "holding company," as  
such terms are defined in the Public Utility Holding Company Act of 1935; nor is
it a "registered investment company," nor an "affiliated company" nor a         
"principal underwriter" of a "registered investment company", as such terms are 
defined in the Investment Company Act of 1940, as amended.                      

    Section 8.21 Regulations U and X. The proceeds of the Loans shall be
used by the Consolidated Group solely for the purposes specified in Section     
11.23. No portion of any Loan is to be                                          

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used for the purpose of purchasing or carrying any "margin security" or "margin 
stock" as such terms are used in Regulations U and X of the Board of Governors  
of the Federal Reserve System, 12 C.F.R. Parts 221 and 224.                     

  Section 8.22 Fiscal Year. The Consolidated Group has a Fiscal Year
ending December 31 of each calendar year.                                       

Section 8.23 Compliance With Certain Environmental Laws and Laws
Pertaining to Land Sales.                                                       

               (a)     Except for the Existing Environmental Matters listed on
Schedule 8.23, none of the Property Owners, nor any operator of the Properties  
or any operations thereon is in violation, or alleged violation, of any         
judgment, decree, order, law, license, rule or regulation pertaining to         
environmental matters, including without limitation, those arising under the    
Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 ("CERCLA"), as amended by the  
Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the Federal Clean
Water Act, the Toxic Substances Control Act, the Federal Clean Air Act, the Safe
Drinking Water Act, the Flood Disaster Protection Act of 1973, or any state or  
local statute, regulation, ordinance, order or decree relating to health,       
safety, wetlands, land usage and development, or the environment (collectively, 
the "Environmental Laws"), which violation would have a material adverse affect 
on the environment, or the business, assets or financial condition of any of the
Property Owners. The Existing Environmental Matters do not materially impact the
value and the use of the portions of the Collateral affected thereby. Each of   
the Property Owners shall take all actions necessary to comply with all         
compliance orders affecting the Collateral and cause the Existing Environmental 
Matters to comply with all Environmental Laws.                                  

              (b)     Except for the Existing Environmental Matters, none of
the Property Owners has received notice from any third party including, without 
limitation, any federal, state or local Governmental Authority: (i) that it has 
been identified by the United States Environmental Protection Agency as a       
potentially responsible party under CERCLA with respect to a site listed on the 
National Priorities List, 40 C.F.R. Part 300 Appendix B (1986); (ii) that any   
hazardous waste, as defined by 42 U.S.C. Section 9601(5), any hazardous         
substances, as defined by 42 U.S.C. Section 9601(14), any pollutant or          
contaminant, as defined by 42 U.S.C. Section 9601(33), or any toxic substances, 
oil or hazardous materials or other chemicals or substances regulated by any    
Environmental Law ("Hazardous Substances") which any Property Owner has         
generated, transported or disposed of has been found at any site at which a     
federal, state or local Governmental Authority or other third party has         
conducted or has ordered that any Property Owner conduct a remedial             
investigation, removal or other response action pursuant to any Environmental   
Law; or (iii) that any Property Owner is or shall be a named party to any claim,
action, cause of action, complaint, or legal or administrative proceeding (in   
each case, contingent or otherwise) arising out of any third party's incurrence 
of costs, expenses, losses or damages of any kind whatsoever in connection with 
the release of Hazardous Substances.                                            

             (c)     Except for the Existing Environmental Matters: (i) no
portion of the Properties has been used for the handling, processing, storage or
disposal of Hazardous                                                           

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Substances except in accordance with applicable Environmental Laws, and no      
underground tank or other underground storage receptacle for Hazardous          
Substances is located on any portion of the Properties, except for underground  
tanks for fuel maintained in accordance with applicable Environmental Laws; (ii)
in the course of any activities conducted by any Property Owner or operators of 
its properties, no Hazardous Substances have been generated or are being used on
the Properties except in accordance with applicable Environmental Laws; (iii)   
there have been no releases (i.e. any past or present releasing, spilling,      
leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
disposing or dumping) or threatened releases of Hazardous Substances on, upon,  
into or from any properties of any Property Owner, which releases would have a  
material adverse affect on the value of any of the Properties or adjacent       
properties or the environment; (iv) to the best knowledge of the Property       
Owners, there have been no releases on, upon, from or into any real property in 
the vicinity of any of the Properties which, through soil or groundwater        
contamination, may have come to be located on, and which would have a material  
adverse affect on the value of, the Properties; and (v) in addition, any        
Hazardous Substances that have been generated on any of the Properties have been
transported offsite only by carriers having an identification number issued by  
the EPA, treated or disposed of only by treatment or disposal facilities        
maintaining valid permits as required under applicable Environmental Laws, which
transporters and facilities have been and are, to the best knowledge of the     
Borrower, operating in compliance with such permits and applicable Environmental
Laws.                                                                           

              (d)     Except for the Existing Environmental Matters, none of
the Properties is or shall be subject to any applicable environmental clean-up  
responsibility law or environmental restrictive transfer law or regulation, by  
virtue of the transactions set forth herein and contemplated hereby.            

              (e)     The Property Owners are not now, and at no time in the
past has any Property Owner been given notice that it was, in violation of the  
Interstate Land Sales Full Disclosure Act (the "Interstate Land Sales Act"), the
Florida Land Sales Practices Law (the "Florida Land Sales Law") or similar laws 
pertaining to land sales (including, without limitation, any laws pertaining to 
the sale of interests in timeshare units) in any state in which any Property    
Owner sells, transfers, manages, operates, develops or otherwise disposes of    
property, which violation could have a materially adverse affect on the assets, 
business, operations, or financial condition of such Property Owner.            

               (f)     The Property Owners are not now, nor at any time in the
past has any Property Owner been given notice that it was, in violation of (i)  
any federal or state securities laws, (ii) the federal Truth in Lending Act     
(including regulations written under such Act by the Board of Governors of the  
Federal Reserve System) or any similar state statute, (iii) the federal Equal   
Credit Opportunity Act (including regulations written under such Act by the     
Board of Governors of the Federal Reserve System) or any similar state statute, 
or (iv) any judgment, decree, order, law, license, rule or regulation arising   
under such statutes or with respect to the matters covered thereby, which       
violation could materially adversely affect the assets, business, operations, or
financial condition of any Property Owner.                                      

    Section 8.24 Insurance. The policies of insurance or certificates of
insurance furnished to the Agent with respect to the business and properties of 
the Consolidated Group, are in full                                             

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force and effect, and no notice of cancellation or non-renewal has been received
with respect thereto.                                                           

        Section 8.25 Common Enterprise and Consideration. Each of the members of
the Consolidated Group are collectively engaged in a common enterprise for the  
furtherance of Core Business. Accordingly, the members of the Consolidated Group
have received good and adequate consideration for the entering into this        
Agreement and the Loan Documents. Furthermore, the members of the Consolidated  
Group agree that an advance to the Borrower that is subsequently disbursed by   
the Borrower to any members of the Consolidated Group for use by such entity    
shall benefit all of the other members of the Consolidated Group, even if the   
advance is based upon a Borrowing Base which includes assets of members of this 
group that do not receive the disbursement from the Borrower. Rather, the       
members of the foregoing group agree that they will each receive good and       
adequate benefit from this common arrangement given the common enterprise of all
of the foregoing as set forth above.                                            

 Section 8.26 Year 2000 Compliance. Each of the Consolidated Group
members are Year 2000 Compliant, and each Consolidated Group member's Internal  
MIS Systems and Facilities are Year 2000 Compliant. The Consolidated Group has  
purchased all of its computer software from third-party vendors and is relying  
on those vendors to make their software Year 2000 Compliant. The Consolidated   
Group's computer systems can be grouped into one of the following three         
categories: financial systems, telemarketing systems and amenities systems. The 
vendors of the financial and telemarketing systems have provided the            
Consolidated Group with third-party certifications that such vendors' systems   
are Year 2000 Compliant. The vendors of the amenities systems have represented  
to Consolidated Group that such vendors' systems are Year 2000 compliant. The   
Consolidated Group has entered into maintenance agreements with all of its      
software vendors, and all the work required to make its systems compliant will  
be performed under such agreements.                                             

        Section 8.27 Joint Ventures and Limited Partnerships. The members of the
Consolidated Group are parties to only those joint ventures and limited         
partnerships, and other ownership entities set forth on Schedule 8.27. No member
of the Consolidated Group has received notice that an event of default exists   
with respect thereto by any of the members of the Consolidated Group, except as 
set forth on Schedule 8.27. Borrower has obtained all necessary or required and 
obtainable consents in order to permit the pledge of the interests of the       
Property Owners and the Pledgor Subsidiaries to the Agent and the Lenders       
pursuant to the Loan Documents, except as set forth on Schedule 8.27. All of the
foregoing entities are Joint Ventures, except as set forth on Schedule 8.27.    

       Section 8.28 Projects. All of the Projects are listed on Schedule 8.28.

        Section 8.29 Options, Land Banking Facilities and Acquisitions. The list
of Options, Land Bank Facilities and Acquisitions set forth on Schedule 1.6 is a
true, correct and comprehensive list of all Options, Land Banking Facilities and
Acquisitions in existence as of the Effective Date. The definition of Options or
Land Banking Facilities and corresponding list on Schedule 1.6 shall be amended 
from time to time upon either the entry into such instrument by a member of the 
Consolidated Group which complies with the terms of this Agreement or is        

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otherwise permitted by waiver by the Agent. Borrower has received no notice that
an event of default exists by any member of the Consolidated Group thereunder.  
None of the Options, Land Banking Facilities, or Acquisitions are specific      
performance obligations of any member of the Consolidated Group except as       
designated on Schedule 8.30                                                     

Section 9     CONDITIONS AND EFFECTIVENESS.                     

This Agreement shall become effective when each of the following
conditions precedent has been fulfilled, except to the extent waived by the     
Agent.                                                                          

      Section 9.1 Loan Documents, etc. Each of the Loan Documents shall have
been duly and properly authorized, executed, amended, restated, ratified and    
delivered by the respective party or parties thereto and shall be in full force 
and effect, and executed original counterparts of each of the Loan Documents    
shall have been furnished to the Agent.                                         

       Section 9.2 Legality of Transactions. No change in applicable law shall
have occurred as a consequence of which it shall have become and continue to be 
unlawful for any Person, including any of the Lenders or the Agent, to perform  
any of its agreements or obligations under any of the Loan Documents to which   
any of them is a party on the Effective Date.                                   

       Section 9.3 Representations and Warranties. Each of the representations
and warranties made by or on behalf of the members of the Consolidated Group to 
the Lenders and the Agent in this Agreement or the other Loan Documents shall be
true and correct in all material respects when made, shall, for all purposes of 
this Agreement, be deemed to be repeated on and as of the Effective Date, and   
shall be true and correct in all material respects on and as of such date,      
except, in each case, as necessarily affected by the consummation of the        
transactions contemplated by the Loan Documents.                                

     Section 9.4 Performance, etc. Each of the members of the Consolidated
Group shall have duly and properly performed, complied with and observed each of
its covenants, agreements and obligations contained in any of the Loan Documents
to which it is a party or by which it is bound and are required to be performed 
on or prior to the Effective Date. No Event of Default or Default shall have    
occurred and be continuing on the Effective Date, and no condition shall exist  
on the Effective Date.                                                          

       Section 9.5 Certified Copies of Certain Documents. The Agent shall have
received from the members of the Consolidated Group copies of the charter       
documents and bylaws of each member of the Consolidated Group certified to be   
true and correct by the corporate secretary for each such entity.               

  Section 9.6 Proof of Action. The Agent shall have received copies,
certified by the corporate secretary of each member of the Consolidated Group to
be true and complete on the Effective Date, of the records of all actions taken 
by its partners or directors and shareholders as may be required to authorize   
(a) its execution and delivery of each of the Loan Documents to which it is a   
party, (b) its performance of all of its agreements and obligations under each  
of such documents, and (c) the borrowings and other transactions contemplated by
this Agreement.                                                                 

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     Section 9.7 Environmental Reports. The Agent shall have received from
the Property Owners at the Borrower's expense, such favorable reports and       
certificates, in form and substance satisfactory to the Agent in its sole       
discretion, as the Agent shall deem necessary or desirable of qualified         
engineers approved by the Agent as to environmental matters affecting the value 
or use of the Properties, including, but not limited to, the absence of any     
Hazardous Substances on the Properties and compliance with Environmental Laws,  
DRIs and applicable permits.                                                    

      Section 9.8 Incumbency Certificate. The Agent shall have received from
each of the Watermark and members of the Consolidated Group an incumbency       
certificate, dated the Effective Date, signed by the corporate secretary and    
giving the name and bearing a specimen signature of each individual who shall be
authorized: (i) to sign on its behalf each of the Loan Documents to which it is 
or is to become a party; (ii) in the case of the Borrower only, to make         
application for the Loans; and (iii) to give notices and to take any other      
action on its behalf under the Loan Documents.                                  

  Section 9.9 Proceedings and Documents. All corporate, partnership,
governmental and other proceedings in connection with the transactions          
contemplated by the Loan Documents and all instruments and documents incidental 
thereto, shall be in form and substance reasonably satisfactory to the Agent,   
and the Agent shall have received all such counterpart originals or certified or
other copies of all such instruments and documents as the Agent shall have      
reasonably requested.                                                           

      Section 9.10 Mortgages. The Property Owners, other than Wildcat, shall
have executed and delivered to the Agent the Mortgage (or amendments,           
restatements and ratifications thereof), granting the Agent, on behalf of the   
Lenders, a mortgage lien and security interest in and to the Properties.        

       Section 9.11 Fees. The Borrower shall have complied with its obligation
to pay the Fees and costs of the Agent incurred in closing the Loan evidenced by
this Agreement.                                                                 

      Section 9.12 Legal Opinions. The Agent shall have received a favorable
written opinion, in form and substance satisfactory to the Agent in its         
discretion, addressed to the Agent and the Lenders, dated the Effective Date    
from each of:                                                                   

             (a)     Counsel to the Property Owners, as to the matters set
forth on Sections 8.1 through 8.5, and Section 8.11 and such other matters as   
the Agent may reasonably request; and                                           

        (b)     Local counsel admitted to practice and currently
practicing in the State of Florida with respect to certain matters arising under
Florida law, including the recording and filing of the Mortgage and financing   
statements, the payment of documentary stamp tax and intangible tax due, the    
enforceability of all Loan Documents under Florida law, the transferability and 
assignability to the Agent and the Lenders of permits and licenses required for 
the development of the Properties as residential communities, the comprehensive 
nature of such permits and licenses to permit the current development of the    
Properties and such other matters as the Agent may reasonably request.          

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Section 9.13 Security Documents. The Security Documents and the 
appropriate financing statements and other documents in respect thereto and     
necessary to enable the Agent to perfect its security interests thereunder,     
shall have been duly executed, where appropriate, by the Property Owners and the
Pledgor Subsidiaries, delivered and filed or recorded in all appropriate filing 
offices or other locations necessary for the perfection of such interests, and  
all other actions necessary for the perfection of such security interests shall 
have been duly taken.                                                           

     Section 9.14 Title Insurance. The Agent shall have received the Title
Policy(ies) or commitment(s) to issue such policy(ies) from the Title Insurance 
Company on terms reasonably satisfactory to the Agent, together with a copy of  
the re-insurance treaties with a nationally recognized title insurance company  
approved by Agent providing re-insurance on the Title Policy(ies) in an amount  
reasonably determined by Agent, but no less than $450,000,000.00, together with 
receipts evidencing the full payment of the premiums for such Title Policy(ies) 
and re-insurance, insuring the Agent's interest on behalf of the Lenders, as    
first mortgagee of all of the Mortgaged Properties, free and clear of any liens 
or other encumbrances, except as disclosed on Schedule B to the Title Policy and
without containing any exception to title based on the absence of surveys or    
other exceptions to title not approved by the Agent.                            

Section 9.15 Subordinated Debt. The documents evidencing the    
Subordinated Debt, in form and content acceptable to the Agent, shall have been 
duly and properly authorized, executed and delivered by the parties thereto,    
shall be in full force and effect with all conditions precedent fulfilled, and  
executed counterparts thereof shall have been furnished to Agent.               

      Section 9.16 Senior Subordinated Notes. The Borrower shall have issued
the Senior Subordinated Notes.                                                  

       Section 9.17 Interest Rate Protection. The Borrower shall have executed
and delivered to the Agent an assignment, in form and substance satisfactory to 
the Agent, pursuant to which the Borrower shall assign all of the Borrower's    
rights and benefits under the Protective Interest Rate Agreement upon the       
execution and delivery of such Agreement.                                       

      Section 9.18 Borrowing Base Report. The Agent shall have received from
the Borrower, at least five (5) Business Days prior to the Closing Date, a      
Borrowing Base Report dated as of the most recent month then ended, provided,   
however, that the Borrower shall notify the Agent in writing on the Effective   
Date of any material deviation from the collateral values reflected on the      
Borrowing Base Report and shall provide the Agent with such supplementary       
documentation as the Agent may reasonably request.                              

        Section 9.19 Evidence of Insurance. The Borrower shall have delivered to
the Agent certificates of casualty, liability, wind damage, flood and builders  
risk insurance or other evidence of its insurance coverage on the Properties    
satisfactory to the Agent.                                                      

       Section 9.20 Subordination Agreement. The Agent shall have received the
Subordination Agreement from Watermark.                                         

        Section 9.21 Liquidity. Borrower has available liquidity, in the form of
Unrestricted                                                                    

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Cash, Cash Equivalents, Cash in Transit or undisbursed Revolving Credit         
Availability, of $25,000,000.00 as of the Effective Date and immediately after  
Closing.                                                                        

        Section 9.22 Hoffman and Ackerman Equity. Ackerman and Hoffman each hold
fifty percent (50%)of the Class X limited partnership interests in CILP and     
forty seven and one-half percent (47.5%) of the Class Y limited partnership     
interests in CILP. The Ackerman Group holds 1,558,948 shares, and the Hoffman   
Group holds 4,822,393 shares in Watermark.                                      

Section 10 CONDITIONS TO SUBSEQUENT LOAN ADVANCES.              

       The obligation of each Lender to make any Revolving Credit Advances and
the purposes thereof subsequent to the Effective Date shall be subject to the   
satisfaction of the following conditions precedent:                             

       Section 10.1 Legality of Transactions. It shall not be unlawful for any
Person including the Agent or any Lender to perform any of its agreements or    
obligations under any of the Loan Documents to which the Agent or such Lender is
a party on the Drawdown Date of such Revolving Credit Advance.                  

        Section 10.2 Representations and Warranties. Each of the representations
and warranties made by or on behalf of each of the members of the Consolidated  
Group to the Agent and the Lenders in this Agreement or any other Loan Documents
shall be true and correct in all material respects when made and shall, for all 
purposes of this Agreement, be deemed to be repeated on and as of the date of   
the Borrower's notice of borrowing for such Revolving Credit Advance and on and 
as of the Drawdown Date of such Revolving Credit Advance, and shall be true and 
correct in all material respects on and as of each of such dates, except, in    
each case, as affected by the consummation of the transactions contemplated by  
the Loan Documents.                                                             

      Section 10.3 Performance, etc. Each of the members of the Consolidated
Group shall have duly and properly performed, complied with and observed in all 
material respects each of its covenants, agreements and obligations contained in
Section 11, and shall have duly and properly performed, complied with and       
observed in all material respects its covenants, agreements, and obligations in 
all other articles of this Agreement and any of the other Loan Documents to     
which it is a party or by which it is bound on the Drawdown Date of such        
Revolving Credit Advance. No Default or Event of Default shall exist.           

   Section 10.4 Proceedings and Documents. Any corporate, partnership,
governmental and other proceedings which are undertaken in connection with the  
transactions contemplated by such Revolving Credit Advance, and any instruments 
and documents incidental to such Revolving Credit Advance shall be in form and  
substance reasonably satisfactory to the Agent, and the Agent shall have        
received all such counterpart originals or certified or other copies of all such
instruments and documents as the Agent shall have reasonably requested. With    
respect to any Revolving Credit Advance requested after any date on which the   
Outstanding Revolving Credit Advances have been repaid in full, the Borrower    
shall have provided to the Agent evidence satisfactory to the Agent as to the   
continuing priority and effectiveness of the Agent's first in priority security 
interest in and lien upon all of the Collateral subject to the Permitted        

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Liens.                                                                          

       Section 10.5 Payment of Fees. The Borrower shall have complied with its
obligations to pay the Fees under Section 5, or any other amount arising        
hereunder at any time subsequent to the Closing Date and becoming due and       
payable on or before the Drawdown Date of such Revolving Credit Advance.        

     Section 10.6 EBITDA to Interest Incurred. For the Consolidated Group,
the ratio of EBITDA to Interest Incurred must at all times equal or exceed 2.0  
to 1. This condition shall be measured on a rolling four (4) quarter basis and  
shall be tested on the last day of each Fiscal Quarter. If the ratio of EBITDA  
to Interest Incurred is less than 2.0 to 1, then all Advances during such period
shall be Limited Advances.                                                      

Section 11    COVENANTS.                                        

The Borrower covenants and agrees that, so long as any Loan is  
Outstanding or the Lenders have any obligation to make Revolving Credit Advances
or issue Letters of Credit hereunder, Borrower shall and Borrower shall cause   
each of the members of the Consolidated Group specified below to comply with all
of the following, provided, however, that nothing contained herein shall cause  
CFC to be an obligor under the Notes:                                           

    Section 11.1 Punctual Payment. Notwithstanding the Lenders' right to
make Revolving Credit Advances in the amount of any Obligation due hereunder,   
the Borrower will duly and punctually pay or cause to be paid the principal and 
interest on the Loans, Fees, and all other fees and other amounts due and       
payable hereunder, all in accordance with the terms of this Agreement and any   
applicable Loan Document.                                                       

  Section 11.2 Interest Rate Protection. The Borrower shall maintain
interest rate protection arrangements in accordance with the terms of a         
Protected Interest Rate Agreement to be entered into by Borrower in a manner    
acceptable to Agent with a principal amount protected of $150,000,000.00, upon  
such terms as the Agent designates ("Protected Interest Rate Agreement"). The   
Borrower shall not modify, terminate or transfer such arrangements without the  
Agent's prior written consent and shall maintain such arrangements in full force
and effect, at all times. The Protected Interest Rate Agreement shall cover the 
foregoing amount for at least a rolling twelve month period.                    

        Section 11.3 Legal Existence, Etc. Each member of the Consolidated Group
will maintain its respective legal existence and good standing under the laws of
the state of its formation, will maintain its qualification to do business in   
the State of Florida and in each other state in which the failure to do so would
have a material adverse effect on its condition, financial or otherwise, and    
will maintain all of its rights and franchises, except where the failure to     
maintain any such right or franchise would not have a material adverse effect on
the conduct of its business.                                                    

     Section 11.4 Merger and Consolidation. None of the Consolidated Group
will at any time merge or consolidate with or into any Person, except that (i)  
Subsidiaries of Borrower may                                                    

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merge into Borrower or another wholly owned Subsidiary of Borrower and the      
Borrower and Watermark may merge upon the issuance of an initial public or      
private offering of equity interests in each case to independent third parties  
where the amount of such issuance is greater than fifty percent (50%) of the    
Investor Equity in either Watermark or Borrower provided that the Borrower is   
the surviving entity and all terms and conditions of this Agreement remain in   
full force and effect with respect to the Borrower. Borrower shall provide      
thirty (30) days prior notice to the Agent of any proposed permitted merger     
hereunder and shall cause the Consolidated Group to execute such documents as   
the Agent may request in order to continue the effectiveness of the documents   
and instruments executed in connection herewith. No member of the Consolidated  
Group shall create a Subsidiary other than a wholly owned Subsidiary of Borrower
or a Subsidiary of such member of the Consolidated Group to conduct its Core    
Business. Any new Subsidiary shall automatically become a member of the         
Consolidated Group.                                                             

      The Consolidated Group may also create additional subsidiaries for the
purpose of owning real property or other assets. The Borrower shall cause such  
new Subsidiary to immediately grant a perfected, first in priority security     
interest in such real estate or property except as allowed in Sections 7.1 and  
7.2 and Section 11.10 (o) and (p). Such Subsidiary shall also be included as    
either a Property Owner or Pledgor Subsidiary as appropriate and shall enter    
into such other documents or instruments as the Agent may request in order to   
cause such Subsidiary to comply with the provisions of this Agreement, including
the provisions of Section 7. The Subsidiaries formed for homeowners'            
associations may be owned in part by the homeowners in the applicable community 
and with respect to Amenities, in part by the owners of equity memberships.     

   Section 11.5 Change of Corporate Name. The Consolidated Group shall
notify the Agent within five (5) days of any change in its or any Consolidated  
Group member's corporate name or any other name under which it conducts its     
business, and any affected member of the Consolidated Group will duly execute   
and deliver appropriate financing statements and other documents necessary to   
enable the Agent to maintain continuously perfected security interests under the
Security Documents and shall take all other reasonable actions requested by the 
Agent necessary to maintain the perfection of such security interests.          

        Section 11.6 Subordinated Debt. Except as provided in this Section 11.6,
no member of the Consolidated Group shall amend or modify the loan documents for
the Subordinated Debt without the prior written consent of the Agent.           

      Except for the Subordinated Debt and the Senior Subordinated Notes, no
member of the Consolidated Group shall enter into any subordinated debt unless  
the subordinated debt is either permitted hereunder or approved by the Agent and
Majority Lenders. No member of the Consolidated Group shall, directly or        
indirectly, make any payment of principal or in redemption, retirement or       
repurchase of any Subordinated Debt, except for payments made in accordance with
the terms of such Subordinated Debt as they become due without prepayment or    
acceleration, and otherwise in compliance with the provisions of Section 11.6   
and Section 11.12. Borrower shall cause the maturity date of the Subordinated   
Debt to always have a maturity date which is after the Maturity Date.           

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       The Borrower and other members of the Consolidated Group are parties on
even date to the Subordinated Debt as set forth on Schedule 1.1. In connection  
with the issuance of the Senior Subordinated Notes, the Borrower has caused     
certain of the proceeds thereof to be paid to the holders of subordinated debt  
so that from and after even date the Subordinated Debt and the shall be as set  
forth on Schedule 1.1. The Lenders hereby authorize such payments on even date  
provided that hereafter, the Subordinated Debt shall be governed by the other   
terms hereof.                                                                   

      Section 11.7 Financial Statements and Other Reports. The Borrower will
furnish or cause to be furnished financial statements and other monthly,        
quarterly or other periodic reports to the Agent and each of the Lenders with   
respect to the Consolidated Group as follows:                                   

              (a)     within ninety (90) days after the close of each fiscal
year, the consolidated audited balance sheets and audited consolidated          
statements of income, retained earnings and cash flows (the "Financial          
Statements") for such year, and, setting forth in comparative form the          
corresponding figures for the preceding year, prepared in accordance with       
generally accepted accounting principles consistently applied, accompanied by a 
report and unqualified opinion of Pricewaterhouse or another independent        
certified public accountant selected by Borrower and approved by the Agent;     

                (b)     within forty-five (45) days after the end of each Fiscal
Quarter of each Fiscal Year, the unaudited consolidated balance sheet,          
consolidated income statement and a consolidated statement of cash flows similar
to those required by clause (a) above (but with a requirement as to comparison  
with the prior year) as of the end of such Fiscal Quarter and for such Fiscal   
Quarter then ended and for the Fiscal Quarter from the beginning of the current 
Fiscal Year to the end of such Fiscal Quarter, prepared in accordance with      
generally accepted accounting principles consistently applied and certified as  
to preparation in accordance with generally accepted accounting principles and  
that such statements fairly present the financial condition of the Consolidated 
Group at the dates thereof and for the periods then ended, on behalf of the     
Borrower by its chief financial officer, subject only to changes resulting from 
audit and normal year-end adjustments;                                          

               (c)     at the delivery of each quarterly and annual statement,
a detailed computation showing compliance with the Financial Covenants and the  
annual budget certified by the chief financial officer of the Borrower or other 
designated officer of Borrower acceptable to Agent ("Compliance Certificate"),  
and further certifying that such officer has caused this Agreement to be        
reviewed and has no knowledge of any Default by it in the performance or        
observance of any of the provisions hereof, during such month or at the end of  
such year, or, if such officer has such knowledge, specifying each Default and  
the nature thereof;                                                             

             (d)     a report from Pricewaterhouse (or another independent
certified public accountant selected by Borrower and approved by Agent and, in  
the absence of approval, Agent may select any of Pricewaterhouse or other Big   
Five accounting firm) certifying, without material qualification, (i) within    
sixty (60) days of the end of each Fiscal Quarter, the accuracy of the          
quarter-end Borrowing Base Report, (ii) within ninety (90) days of the end of   
each Fiscal Year, the compliance by Borrower with the Financial Covenants and   
the covenants set forth in                                                      

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Section 11.14, and (iii) such other financial matters relating to Borrower as   
the Agent from time to time reasonably requests;                                

            (e)     promptly upon receipt thereof or at Agent's request,
copies of all management letters, which are submitted to Borrower by its        
independent accountants in connection with any annual or interim audit of any   
member of the Consolidated Group's books of the Consolidated Group made by such 
accountants;                                                                    

              (f)     a Borrowing Base Report in such form and at such times
specified in Section 11.22;                                                     

               (g)     on or before January 31 of each year, a budget for such
year for the Consolidated Group and a two (2) year projection of revenues,      
expenses and proposed Capital Expenditures and a two (2) year model of the      
Financial Covenants; and                                                        

                (h)     such other periodic reports, financial statements, other
information as the Agent from time to time reasonably requests, on a monthly,   
quarterly or other periodic basis, including, without limitation, periodic      
reports of financial information, construction progress, inventory, marketing   
and sales results, and compliance with financial, environmental or other        
covenants. Borrower shall submit to Agent reports required on an annual basis   
within ninety (90) days, on a quarterly basis or within forty-five (45) days on 
a monthly basis within thirty (30) days each after the end of the applicable    
reporting period. Annual budgets, marketing plans and other reports or          
statements providing projected figures for a fiscal year will be furnished by   
the Borrower on or before January 31st of the year for which such projections   
are made. The method and basis of calculation of financial data shall be        
consistently calculated in accordance with generally accepted accounting        
principles. The pro forma calculations shall be calculated in accordance with   
methods used in the pro forma financial data relied upon by Agent and the       
Lenders in entering into this Agreement.                                        

     Section 11.8 Investments. None of the Consolidated Group will make or
permit to exist to remain outstanding any Investment except Investments by a    
member of the Consolidated Group where designated in:                           

          (a)     marketable direct or guaranteed obligations of the
United States of America that mature within ninety (90) days from the date of   
purchase;                                                                       

         (b)     demand deposits, certificates of deposit, bankers
acceptances and time deposits of banks organized under the laws of the United   
States of America or any state thereof having total assets in excess of         
$100,000,000.00;                                                                

              (c)     securities commonly known as "commercial paper" issued
by a corporation organized and existing under the laws of the United States of  
America or any state thereof that at the time of purchase have been rated and   
the ratings for which are not less that "P-1" if rated by Moody's Investors     
Services, Inc., and not less than "A-1" if rated by Standard and Poor's         
Corporation;                                                                    

               (d)     repurchase agreements secured by any one or more of the

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Investments permitted under paragraphs (a), (b) or (c) above and other          
marketable securities approved by Agent;                                        

              (e)     acquisition of property permitted under Section 11.21;

             (f)     additional community development districts subject to
the limitations set forth in Section 11.10(f) and subject to the further        
limitation that, the Borrower shall provide notice to the Agent of its intention
to create a community development district or to modify or to enter into any    
agreement with respect to an existing community improvement district thirty (30)
days prior to such transaction. The Borrower shall also provide such additional 
information as the Agent may require concerning the proposed transaction,       
including such certifications by the Borrower and its auditors that the proposed
transaction will not violate any of the requirements set forth in this Agreement
as to CDD Indebtedness. Borrower shall, however, have the right to enter into   
agreements with respect to community development districts in the ordinary      
course of business, which do not create or affect CDD Indebtedness;             

          (g)     capital contributions and the amount of any future
required capital contributions to existing or new joint ventures which meet all 
of the requirements of an Eligible Joint Venture other than (iv), having a      
member of the Consolidated Group as a party in an aggregate maximum amount of   
fifteen percent (15%) of the Tangible Net Worth provided that the aggregate     
amount of capital contributions for any joint venture shall not exceed          
$20,000,000.00.                                                                 

   Section 11.9 Security Interests and Liens. None of the Consolidated
Group will create or permit to exist any mortgage, pledge, security interest, or
other lien or encumbrance on any of its property except for the following by a  
member of the Consolidated Group where designated ("Permitted Liens"):          

                (a)     liens and other encumbrances arising from attachments or
similar proceedings, pending litigation, judgments or taxes or assessments or   
government charges in any such event whose validity or amount is being contested
in good faith by appropriate proceedings and for which adequate reserves have   
been established and are maintained in accordance with generally accepted       
accounting principles, or taxes and assessments which are not due and           
delinquent;                                                                     

      (b)     liens of carriers, warehousemen, mechanics and
materialmen and other like liens and liens imposed by law, created in the       
ordinary course of business, for amounts not yet due or which are being         
contested in good faith by appropriate proceedings and as to which adequate     
reserves or other appropriate provisions are being maintained in accordance with
generally accepted accounting principles;                                       

             (c)     pledges or deposits made in connection with workmen's
compensation, employee benefit plans, unemployment or other insurance, old age  
pensions, or other Social Security benefits;                                    

             (d)     all mortgages, pledges, security interests, liens and
other                                                                           

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encumbrances in favor of the Agent;                                             

(e)     the Permitted Mortgages;                

         (f)     equipment leases or other operating leases in the
ordinary course of business;                                                    

       (g)     educational impact liens required by applicable
governmental authorities;                                                       

        (h)     liens with respect to approved CDD Indebtedness;

             (i)     easements and restrictions of record as of even date;

        (j)     restrictions and easements in connection with an
acquisition permitted under Section 11.21 as to a member of the Consolidated    
Group;                                                                          

         (k)     the liens and security interests of the issuer of
performance and payment bonds approved by Agent which are issued in connection  
with the surety bonds contemplated and permitted by Section 11.10 (l);          

           (l)     liens and security interests in connection with the
Textron Loan;                                                                   

                (m)     liens with respect to the Permitted Indebtedness allowed
under Section 11.10 (o) and (p).                                                

              Neither a member of the Consolidated Group nor Watermark shall
file for record or send to the Agent or any of the Lenders a notice limiting the
maximum principal amount of the Obligations which may be secured by the Mortgage
pursuant to Florida Statute Section 697.04.                                     

                Neither Watermark nor any member of the Consolidated Group shall
modify any provisions of any Construction Loan, Subordinated Debt, the Textron  
Loan (except as provided in Section 11.44), or the Senior Subordinated Notes    
which involve (i) granting additional collateral; (ii) incurring recourse; (iii)
increasing the amount of indebtedness (except as permitted in Section 11.10); or
(iv) which would otherwise adversely impact the Loans or the Collateral without 
the prior consent of the Agent. Borrower shall promptly provide to Agent copies 
of all proposed modifications, amendments and clarifications under any such     
facilities and copies of notices of Default or Events of Default under the      
foregoing facilities.                                                           

               Section 11.10 Indebtedness. None of the Consolidated Group will
incur or permit to exist or remain outstanding any Indebtedness to any Person,  
provided, however, that the Consolidated Group may incur or permit to exist or  
remain outstanding:                                                             

                (a) Indebtedness of the Borrower arising under this Agreement or
the other Loan Documents;                                                       

               (b) The Subordinated Debt, provided that no increase in, or new

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Subordinated Debt may be incurred other than interest accruals as provided      
therein;                                                                        

             (c)     The Borrower may issue the Senior Subordinated Notes;

             (d)     A member of the Consolidated Group may enter into the
Construction Loans;                                                             

          (e)     Indebtedness in the respect of taxes, assessments,
governmental charges, and claims for labor, materials or supplies, to the extent
that payment thereof is not yet due or is being contested in good faith by      
appropriate proceedings, and an adequate reserve has been established therefor  
and is maintained in accordance with generally accepted accounting principles;  

   (f)     CDD Indebtedness in the aggregate amount of
$90,000,000.00 at any one (1) time outstanding;                                 

         (g)     Indebtedness of the Borrower incurred through the
leasing of equipment (capitalized leases) and which is in an aggregate amount at
any one time outstanding not exceeding $12,000,000.00;                          

              (h)     Unsecured indebtedness including guaranties by members
of the Consolidated Group of a character not otherwise specified in this Section
11.10 without duplication, which is in an aggregate amount at any one time      
outstanding not exceeding $20,000,000.00;                                       

           (i)     Sale and leasebacks of Units in accordance with the
requirement of Section 11.28 in an amount not to exceed $5,000,000.00;          

        (j)     Indebtedness for normal operating expenses for a
Subsidiary or other member of the Consolidated Group when such member has       
executed a promissory note in favor of another member of the Consolidated Group 
or an appropriate entry has been recorded in the financial statements of the    
Consolidated Group;                                                             

       (k)     The execution of guaranties for the issuance of
performance and payment and other credit enhancement bonds without double       
counting for liabilities shown on the books of Borrower other than issued for   
CDD Indebtedness and the improvements constructed with respect thereto in the   
aggregate maximum amount of $67,000,000.00 at any one time;                     

                (l)     Condominium assurance bonds on behalf of a member of the
Consolidated Group for completion of Construction Projects;                     

               (m)     Indebtedness secured by a Permitted Lien without double
counting;                                                                       

               (n)     Accounts payable, accruals, customer deposits, reserves
and operating leases incurred in the ordinary course of business;               

(o)     Nonrecourse purchase money mortgages;   

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            (p)     Recourse purchase money mortgages up to a maximum of
$25,000,000.00;                                                                 

(q)     The Textron Loan;                       

                (r)     Guaranties issued in favor of and required by applicable

governmental authorities or utilities companies associated with infrastructure  
improvements;                                                                   

                (s)     The guaranties by the Pledgor Subsidiaries of the Senior
Subordinated Notes; and                                                         

                (t)     The Guaranty of Borrower of certain limited, conditional
obligations of Sun Golf under the Textron Loan.                                 

  Section 11.11 Reserves. Each member of the Consolidated Group on a
consolidated basis will maintain appropriate reserves for depreciation, taxes   
and any other expenses or liabilities in accordance with generally accepted     
accounting principles.                                                          

      Section 11.12 Permitted Distributions. Except as set forth below, none
of the Consolidated Group shall make any Distributions. No Distribution may be  
made if a Default or Event of Default exists at the time of the making or would 
exist after the making of a Distribution.                                       

          (a)     Subordinated Debt. The Consolidated Group may make
regularly scheduled required 0payments of interest and dividends as shown on  
Schedule 1.1. The Borrower may make Distributions to Watermark in the amount    
required for Watermark to make payments with respect to the Subordinated Debt to
which it is a party to the extent permitted hereunder as set forth on Schedule  
1.1. The Borrower may make payments with respect to the Subordinated Debt to the
extent permitted hereunder as set forth on Schedule 1.1. No other payment or    
Distribution is permitted with respect to the Subordinated Debt other than as   
set forth in (c);                                                               

                (b)     Taxes. The Borrower may make a distribution to Watermark
in the amount of the federal and state income taxes required to be paid by      
Watermark for the applicable period.                                            

           (c)     Optional Distribution. Upon the satisfaction of the
additional requirements set forth in the next paragraph, the Borrower may make  
Distributions in the amount of fifty percent (50%) of (i) Net Income of all     
members of the Consolidated Group (which shall include without double counting a
deduction for the amount of any Distribution previously made under (a) of this  
Section 11.12), on a consolidated basis from December 31, 1998, minus (ii) the  
amount of any Distributions previously made under Section 11.12(c). In lieu of  
making an Optional Distribution, but subject to the same requirements for an    
Optional Distribution, the Borrower may make investments in joint ventures in   
excess of the limits established herein for such investments provided all other 
requirements herein for such investments are complied with.                     

    The additional requirements applicable to this Optional Distribution
shall be:                                                                       

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             (i)     the average Unfunded Revolving Credit
Availability for the previous forty-five (45) day period is equal to or greater 
than $25,000,000.00, and one day subsequent to such payment the Unfunded        
Revolving Credit Availability is equal to or greater than $25,000,000.00        

                (ii)    At least thirty (30) days prior to any such Distribution
pursuant to this subsection, the Borrower shall provide to the Agent pro forma  
calculations, prepared by the Borrower and certified to be true and correct by  
the chief financial officer of the Borrower (and based upon certified financial 
information) showing a calculation for the proposed Distribution based upon the 
methods set forth in this subsection. The Agent may, upon notice given to the   
Borrower prior to the proposed payment date of any Distribution, disapprove of  
any such Distribution in its reasonable discretion, if it determines such       
information and calculations furnished to it to be incomplete or incorrect in   
any respect, and, in such event, no such Distribution shall be made unless and  
until the information and calculations upon which it is based are verified in   
writing to the Agent's reasonable satisfaction. The Agent shall promptly notify 
the Borrower of its objections to any information or calculations furnished to  
it. In the event that the Financial Statements for any Fiscal Year disclose that
the Borrower did not qualify for any Distribution that has been made, then the  
amount of subsequent Distributions under this subsection shall be decreased     
accordingly. Borrower may elect, rather than to make an Optional Distribution to
its shareholders, to make investments in joint ventures in excess of the        
limitations contained herein which would otherwise be permitted hereunder.      
Borrower shall provided ten (10) days prior written notice to the Agent of the  
exercise of its rights under this Section and shall provide to the Agent such   
additional information as the Agent may request in connection therewith.        

       Section 11.13 Maximum Commitment Amount. The Borrower will not cause or
permit the sum of the Outstanding Revolving Credit Advances and the Maximum     
Drawing Amount to exceed the Maximum Revolver Amount.                           

       Section 11.14 Minimum Tangible Net Worth. The Borrower shall not permit
Tangible Net Worth, as of the Effective Date and each June 30, September 30,    
December 31, and March 31 during the term of the Loans, to be less than the sum 
of                                                                              

(a)     $240,000,000.00; plus   

                     (b)     an amount equal to fifty percent (50%) of the
Net Income earned after January 1, 2000; plus                                   

                        (c)     an amount equal to seventy-five percent (75%) of
the aggregate cumulative increases in Investors' Equity (net of equity          
substituted from proceeds of new equity) in the Consolidated Group and Watermark
after the Effective Date by reason of the issuance and sale of equity interests 
in the Consolidated Group and Watermark.                                        

Section 11.15 Total Liabilities to Tangible Net Worth Ratio. The
Borrower will at no time permit the ratio of (a) Total Liabilities less         
Unrestricted Cash to (b) Tangible Net Worth to be determined each as of the last
day of any Fiscal Quarter ending after the Closing Date, to be                  

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greater than 2.90 to 1.                                                         

       Section 11.16 Total Senior Debt to Tangible Net Worth. The ratio of (a)
the sum of Total Senior Debt to (b) the Tangible Net Worth shall at all times be
equal to or less than 1.75 to 1. The foregoing covenant shall be tested as of   
the last day of each Fiscal Quarter.                                            

   Section 11.17 EBITDA to Fixed Charges. The ratio of EBITDA to Fixed
Charges must be greater than 1.5 to 1. This ratio shall be calculated on a      
rolling four (4) quarter basis and shall be tested as of the last day of each   
Fiscal Quarter.                                                                 

      Section 11.18 Capital Expenditures. Consolidated Group will not permit
the ratio of (a) the sum of (i) Properties purchased; (ii) land and Amenity     
development expenditures (excluding expenditures by the Consolidated Group for  
either Units or for Construction Projects and applicable CDD Indebtedness) for  
the preceding four (4) Fiscal Quarters, each as of the last day of any Fiscal   
Quarter ending after the Closing Date, to (b) the sum of (i) land sales, (ii)   
Amenity sales revenue including customer deposits determined on a cash basis    
(exclusive of Amenity operations for such period) (iii) twenty-five percent     
(25%) of the sales revenue of any Units; and (iv) twenty-five percent (25%) of  
the sales revenue for condominiums, each as closed during the period of         
reference to exceed 1.10 to 1.                                                  

     For purposes of this provision, sales revenue shall be as reported on
the audited financial statements of the Borrower as prepared in accordance with 
the provisions of Section 11.7.                                                 

     The foregoing ratio shall be calculated on a rolling four (4) quarter
basis and shall be tested as of the last day of each Fiscal Quarter. Capitalized
interest and corporate general administration expenses shall be excluded for    
purposes of calculation of expenditures in this Section 11.18.                  

     Section 11.19 Appraised Value. The Consolidated Group will not permit
the sum of the (i) outstanding principal balance of the Revolving Credit Loan,  
plus (ii) outstanding principal balance of the Senior Amortizing Term Loan, plus
(iii) outstanding principal balance or outstanding obligation under the         
Permitted Mortgages (excluding the Construction Projects) to exceed sixty-five  
percent (65%) of the Appraised Value of the Mortgaged Properties (excluding the 
Construction Projects) tested at Agent's discretion at a point in time.         

       Section 11.20 Unsold Units in Production. Borrower shall not permit the
number of Unsold Units as of the end of any Fiscal Quarter to exceed thirty-five
percent (35%) of the aggregate number of Unit sales for the immediately         
preceding four (4) Fiscal Quarters.                                             

Section 11.21 Acquisitions.                                     

        (a) Real Estate. The Property Owners shall be permitted to
acquire additional Properties, including those designated in the category Other 
Permitted Acquisitions below, provided that the following conditions are        
continuously complied with and provided that the Consolidated Group is then and 
will immediately after such acquisition be in compliance with all covenants     
contained in this Agreement;                                                    

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(b)    Conditions.                                

              (i)     the Property meets the requirements to
constitute Developable Land (excluding (v) below);                              

                      (ii)    no Default or Event of Default exists or would
occur upon such acquisition;                                                    

                   (iii)   (a) the aggregate net book value (including
capitalized interest and overhead) of all Properties not subject to a purchase  
contract (other than Amenities and Units), less (b) the balance of applicable   
CDD Indebtedness, is less than the greater of (i) one hundred seventy-five      
percent (175%) of Tangible Net Worth or (ii) one hundred fifteen percent (115%) 
of the sum of Tangible Net Worth and the Senior Subordinated Notes;             

                        (iv)    no acquisition shall be for an acquisition price
               of greater than $15,000,000.00;

               (v)     the aggregate book value (including all
acquisition costs) of all Unentitled Land (excluding the MacArthur Land) does   
not exceed ten percent (10%) of the Tangible Net Worth; and                     

                    (vi)    Borrower is otherwise in compliance with the
provisions of Section 10.6.                                                     

(c)     Other Permitted Acquisitions.           

       Acquisitions under the Options, Land Banking Facilities, real property,
which is the subject of liens in favor of a Property Owner and which is required
to be purchased pursuant to the terms of the Mortgage Servicing Agreement       
between WCI and Westinghouse Electric Company, Lot Exchanges, pursuant to the   
foreclosure of an Eligible Receivable.                                          

    In the event the conditions in this Section 11.21(b)(i) through (vi)
above are not complied with, Property Owners shall be permitted to acquire      
additional Properties provided that: (i) acquisitions worth $5,000,000.00 and   
below are approved by Agent up to an aggregate of $20,000,000.00 per year; and  
(ii) acquisitions worth greater than $5,000,000.00 are approved by Majority     
Lenders.                                                                        

        The ability of the Property Owner to acquire additional Properties shall
be further conditioned upon the satisfaction of (i), (ii) and (iii) below:      

                   (i)     the Property Owner shall submit to Agent at
least ten (10) days prior to any such acquisition, a copy of the purchase and   
sale agreement, a certified written report prepared by a qualified environmental
engineer employed by Borrower, or a Phase I ASTM audit each being certified to  
the Agent stating that an environmental inspection of the land was made and that
it is free of hazardous substances in excess of permitted levels under          
applicable law (and, upon request of the Agent, a current certified             
environmental audit by an independent environmental engineering company showing 
the property to be free of hazardous substances or other environmental problems)
and a copy of a title insurance commitment, indicating that title to the        
property to be acquired is free and clear (or will be at the time of closing)   
subject only to                                                                 

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commercially reasonable easements and restrictions;                             

                    (ii)    the Property Owners shall execute a mortgage
modification and spreader agreement at the time of acquisition of such property,
spreading the lien of the applicable Mortgage to such property, and executing   
such other documents and instruments as shall be required by the Agent and the  
payment of the applicable intangible and documentary stamp tax and endorsement  
to the Title Policy with respect to such asset and payment of the applicable    
premium; and                                                                    

                      (iii)   the Borrower submits to the Agent at least ten
(10) days prior to any such acquisition, a copy of the purchase and sale        
agreement and other documents and instruments requested by the Agent, and the   
acquiring member of the Consolidated Group executes such documents and          
instruments as are necessary to grant to the Agent a perfected first in priority
security interest in such asset.                                                

               (d)     Assets. None of the Consolidated Group shall acquire or
enter into any commitment to acquire option or other contracts to acquire any 
stock or other ownership interest in any other Person, subject to the provisions
of Section 11.4, without the prior written approval of the Agent, provided,     
however, that the Consolidated Group may acquire non-real estate assets or the  
controlling interest in an entity in an aggregate purchase price of no greater  
than $5,000,000.00. The Borrower shall comply with all other conditions set     
forth in this Section with respect to acquisitions other than as set forth at   
Section 11.21 (c) (i) and (ii).                                                 

     Section 11.22 Borrowing Base. Consolidated Group represents, warrants
and covenants as follows:                                                       

              (a)     At any time any Eligible Receivable is included in the
Borrowing Base: the Eligible Receivable shall be a valid obligation representing
an undisputed indebtedness incurred by the Person obligated thereunder (the     
"Account Debtor"); there shall be no setoffs or asserted counterclaims against  
the Account Debtor's obligation; no agreement under which any deduction or      
discount may be claimed shall have been made with the Account Debtor unless     
written notice thereof has theretofore been or concurrently is given to and     
approved by the Agent; and a Property Owner shall be the lawful owner of the    
Eligible Receivable and shall have good right to subject the same to a security 
interest in favor of the Agent                                                  

             (b)     The Property Owners are the owners of all Developable
Land or Amenity the value of which is to be included in the Borrowing Base and  
shall neither create nor suffer to exist any lien or encumbrance thereon or     
security interest therein (other than Permitted Liens), nor sell, assign,       
transfer or create or suffer to exist any lien or encumbrance on or security    
interest (other than Permitted Liens) in any Receivable or other right          
constituting proceeds thereof to or in favor of any other Person, other than the
Agent on behalf of the Lenders.                                                 

       (c)     One of the Property Owners is the owner of each
Developed Lot, Developed Parcel, Qualified Condo Unit and Unit, the value of    
which is to be included in the Borrowing Base and shall neither create nor      
suffer to exist any lien or encumbrance thereon or security interest therein    
(other than Permitted Liens), nor sell, assign, transfer or create or suffer    

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to exist any lien or encumbrance on or security interest (other than Permitted  
Liens) in any Housing Purchase Contract, Receivable or other right constituting 
proceeds thereof to or in favor of any other Person, other than the Agent on    
behalf of the Lenders.                                                          

                (d)     At the time any instrument, document of title, security,
chattel paper or other property (including marketable securities, inventory,    
contract rights and accounts) or any proceeds or products thereof, or any       
interest therein is created or arises with respect to any of the Property       
Owner's assets, such entity shall be the lawful owner thereof and shall have    
good right to pledge, sell, assign or transfer the same; the Property Owners    
shall deliver the same to the Agent and shall pledge and assign to the Agent a  
fully perfected first priority security interest to the Agent in all of Property
Owner's right, title and interest thereunder; none of such property shall have  
been pledged, sold, assigned or transferred to any person other than the Agent  
or in any way encumbered (other than by Permitted Liens); and the Property      
Owners shall defend the same against the claims and demands of all Persons.     

             (e)     The Borrower shall give the Agent on the date of this
Agreement a list of, and thereafter shall give written notice prior to any      
change in, each location at which the records pertaining to all Collateral are  
kept. All records of or pertaining to Collateral are and shall be kept, only at 
the addresses set forth in Section 8.6. To the extent that any Collateral       
Documents constitute instruments, the Borrower shall have delivered the         
originals thereof to the Agent prior to including Eligible Receivables arising  
therefrom in the Borrowing Base, to perfect the Agent's security interest       
therein. The Borrower hereby agrees to afford to the Agent access to each of the
locations where the Collateral Documents are kept for such purpose and for the  
purpose of examining the Collateral Documents and all records pertaining to the 
Collateral at any time and from time to time.                                   

            (f)     For the purpose of computing the Borrowing Base, the
Borrower shall furnish on a monthly basis to the Agent information with such    
specificity as the Agent shall from time to time require in the form of Exhibit 
A (the "Borrowing Base Report"), or in such other form and substance, and at    
such times as may be reasonably requested by the Agent, including, also on a    
monthly basis, a certificate signed by an authorized officer of the Borrower    
showing a calculation of the Borrowing Base (attaching all documentation used in
such calculations).                                                             

                (g)     The Borrower shall also provide to Agent on or about the
time of the delivery of such monthly report of information with all Collateral  
Documents and executed pledges or assignments of its rights, title and interest 
in Collateral Documents, in form and substance satisfactory to the Agent, which 
shall give the Agent full power to collect, compromise or otherwise deal with   
the assigned property, as the sole owner thereof.                               

             (h)     Consolidated Group shall, at all reasonable times and
from time to time, allow the Agent, by or through any of its authorized         
officers, agents, attorneys or accountants, at the expense of the Consolidated  
Group, to examine, inspect or make extracts from its books and records, and to  
arrange for verification of Eligible Receivables, by all reasonable procedures, 
directly with Account Debtors or by other methods; shall furnish to the Agent   
upon request any guaranty, securities or other documents or info0rmation        
relating to any                                                                 

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Collateral Documents; and shall do, make, execute and deliver                   
all such additional and further acts, things, deeds, assurances, and instruments
as the Agent may reasonably require more completely to vest in and assure to the
Agent its rights hereunder or in any Collateral and to carry into effect the    
provisions and intent of this Agreement.                                        

        Section 11.23 Use of Loan Proceeds. The Consolidated Group shall use the
proceeds of the Loans solely: (i) to provide working capital needs of the       
Property Owners for the Projects in a manner consistent with the provisions of  
this Agreement and (ii) for other uses set forth in this Agreement.             

        Section 11.24 Disposition of Assets. No member of the Consolidated Group
will at any time, without the prior written approval of the Agent and the       
Majority Lenders, which may be withheld in the discretion of the Agent and the  
Majority Lenders, sell or lease or otherwise dispose of any assets; provided,   
however, that, so long as there is no Default or Event of Default in existence  
at the time or would be created as a result of any such action, the Consolidated
Group may (subject to the provisions of Section 11.29):                         

             (a)     sell or dispose of Developed Lots, Developed Parcels,
Units, Receivables and memberships in Amenities and CFC may sell the MacArthur  
Land and assets not integral to the operation of any of the Core Business other 
than land or Amenities, all in the ordinary course of its business for which it 
receives cash and/or a Receivable equal to their Fair Market Value if all such  
net proceeds are paid to the Agent pursuant to Section 7.3 and are used to apply
the proceeds in accordance with Section 7.3;                                    

                (b)     Lot Exchanges, corrective deeds, transfers of greenbelts
and other conveyances to Homeowners Associations in the normal course of        
business and real property conveyed in order to satisfy a requirement of a      
governmental authority without consideration; or                                

(c)     sell or dispose of real estate parcels in the amount of 
$15,000,000.00 or less per sale, provided that such parcels sold do not, when   
taken in the aggregate with other parcels sold pursuant to this subsection (c), 
constitute all or a significant portion of a Project. All real estate parcels   
sold shall be in the ordinary course of its business for which it receives cash 
and/or a Receivable equal to their Fair Market Value if all such net proceeds   
are paid to the Agent pursuant to Section 7.3 and are used to apply the proceeds
in accordance with Section 7.3.                                                 

      Section 11.25 Commencement and Financing of Construction Projects. All
net proceeds from the sale of individual condominium units within Construction  
Projects after payment in full of the applicable Construction Loan shall be paid
to the Agent pursuant to Section 7.3 and are applied in accordance with Section 
7.3.                                                                            

              Agent and the Lenders acknowledge that the Borrower contemplates
entering into the Construction Loans. Agent shall have the right, at its option,
to provide the Construction Loans. In the event Agent or a combination of some  
of the Lenders declines to provide any of the Construction Loans, or in the     
event Agent fails to provide a commitment for a Construction Loan on terms      
acceptable to the Borrower within thirty (30) days of the completion of a       
request by Borrower on standard documentation for the loan by Fleet, then Agent 
and the Lenders agree                                                           

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to release their first in priority security interests in the real property to be
developed as a Construction Project provided that Agent and the Lenders receive 
a perfected first in priority assignment of net proceeds (after repayment of    
release prices to the Construction Lender) and partnership interests. Prior to  
the commencement of the Construction Project and the release of the mortgage    
lien in favor of the Agent and the Lenders, the following conditions must be    
satisfied:                                                                      

               (a)     The simultaneous closing of a Construction Loan (either
with Agent or other lender depending upon the resolution of the right of first  
offer in favor of Agent set forth above) not in excess of eighty percent (80%)  
of the total cost of the Construction Projects including land at Fair Market    
Value and interest and soft costs (net of unrestricted deposits);               

              (b)     All required governmental approvals have been obtained
and issued;                                                                     

          (c)     Construction Contract by a bonded contractor and a
consulting engineering report, all being acceptable to Agent; and               

            (d)     Valid purchase contracts for condominium units which
produce proceeds from sales (net of selling expenses and contract deposits used 
for construction costs) in excess of: (i) seventy-five percent (75%) of the     
construction loan amount or (ii) the cost to complete the Construction Projects;
and an assignment and grant of a perfected first in priority security interest  
acceptable to and in favor of the Agent and the Lenders, in net cash proceeds   
from the condominium sales.                                                     

      Borrower shall not use any proceeds of the Loan or any of its funds to
construct vertical improvements beyond the foundation for a Construction Project
until the Borrower has complied with the foregoing conditions, including the    
closing of a Construction Loan for such Construction Project.                   

       Section 11.26 Maintenance and Alterations. The Consolidated Group shall
preserve and maintain the Properties in good order, repair and condition, damage
from casualty or condemnation, which condemnation could have a material adverse 
affect on its business operations or financial condition expressly not excepted,
and shall not permit or commit waste on the Properties and shall cause each and 
every part of the Properties to comply in all material respects with all        
applicable Federal, State and local laws and governmental regulations, and any  
lawful private restrictions or other requirements or provisions relating to the 
development, operation, maintenance or use of the Properties, including, without
limitation, the terms and provisions of any mortgages or other agreements or    
instruments constituting Permitted Liens. No portion of the Mortgaged Properties
shall be removed, demolished or altered in any material manner which materially 
diminishes the value of the Mortgaged Properties taken as a whole without the   
prior written consent of the Agent. Upon any casualty, condemnation, removal,   
demolition, or alteration, the portion of any such affected Mortgaged Properties
shall be removed from the Borrowing Base.                                       

   Section 11.27 Certain Environmental Matters. The Consolidated Group
shall (i) strictly comply with all applicable requirements of any Environmental 
Law; (ii) provide the Agent with                                                

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written notice immediately upon obtaining knowledge of: (a) any potential or    
known release, or threat of release, of any Hazardous Substances or oil at or   
from the properties or upon receiving notice from any federal, state or other   
environmental agency or authority in connection with the foregoing matters,     
including the assessment, containment or removal of any Hazardous Substance from
its properties; (b) and any non-compliance with or challenge to any DRI, zoning 
requirement, or any other Environmental Law; or (c) any material non-compliance 
with any license or permit. The Agent may, in its discretion, from time to time,
by or through any of its authorized officers, agents or professional            
consultants, visit, inspect and conduct tests, (including a Phase I             
environmental audit, and if recommended, further tests) or otherwise examine the
Properties and the records maintained with respect thereto to verify compliance 
with such requirements to its satisfaction, all at the cost and expense of the  
Consolidated Group.                                                             

            Section 11.28 Sale and Leaseback. Subject to the provisions of
Section 11.10, none of the Consolidated Group will enter into any sale and      
leaseback transactions as seller-lessee without the prior written consent of the
Agent, except that the Property Owners may enter into sale and leaseback        
transactions of Units and Qualified Condominium Units which are used as model   
homes for display to potential purchasers of Units provided that the Property   
Owners have entered into a bona fide lease of such Units and has no obligation  
to repurchase such Units.                                                       

             Section 11.29 Transactions with Affiliated Persons. None of the
Consolidated Group shall pay or enter into any agreement to pay any fees, wages,
salary, bonus, commission, contributions to benefit plans or any other          
compensation for goods or services with the affiliated companies or to or for   
the benefit of any Person who is a director or officer of the Consolidated Group
or any of the affiliated companies or who has, or any of whose affiliates has, a
beneficial interest in the capital stock or partnership interests of any of the 
Consolidated Group or any of the affiliated companies, unless such compensation 
is not in excess of the Fair Market Value of such services other than the WCI   
Employee Homesite Purchase Policy. At the request of the Agent, the Borrower    
shall provide computations and evidence of compliance with this Section 11.29.  
None of the Consolidated Group shall enter into any other agreement or          
arrangement with the affiliated companies, its or their respective directors,   
officers, shareholders or affiliates except upon terms and conditions no more   
favorable than those with which Borrower would be willing to enter into such an 
agreement or arrangement with an unaffiliated third party. Schedule 11.29       
describes existing affiliate transactions.                                      

           Section 11.30 Notice of Litigation and Judgment. The Borrower
will give notice in writing, in form and detail satisfactory to the Agent,      
within five (5) Business Days of becoming aware of any litigation or proceedings
threatened in writing or any pending litigation and proceedings to which any    
member of the Consolidated Group is or becomes a party involving an uninsured   
claim against it or any litigation or proceeding against Persons with which it  
has a business relationship, which, if adversely determined could materially and
adversely affect the Consolidated Group's financial condition, assets or        
operations, and stating the nature and status of such litigation or proceedings.
The Borrower will give notice, in writing, in form and detail satisfactory to   
the Agent, within five (5) Business Days of any judgment, final or otherwise,   
against a member of the Consolidated Group in an amount in excess of Four       
Hundred Thousand and no/100 Dollars ($400,000.00).                              

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             Section 11.31 Notice of Defaults. The Borrower will give notice
in writing to the Agent immediately upon becoming aware of the occurrence of any
Default or Event of Default.                                                    

             Section 11.32 Books and Records. The books and records relating
to the financial affairs of the Consolidated Group shall at all times be        
maintained in accordance with, and all financial statements provided for herein,
shall be prepared in accordance with generally accepted accounting principles   
consistently applied, subject only to changes resulting from audit and normal   
year-end adjustments. Such books and records shall be kept by the Borrower at   
the Chief Executive Office of the Borrower, or at such other location as the    
Borrower shall specify by prior written notice given to the Agent. The          
Consolidated Group shall maintain a Fiscal Year ending December 31 of each year.

           Section 11.33 Insurance. The Consolidated Group will maintain
with financially sound and reputable insurers insurance with respect to its     
properties and business against such casualties and contingencies including     
windstorm insurance and as shall be in accordance with the general practices of 
businesses engaged in similar activities in similar geographic areas, and in    
amounts, containing such terms, in such forms and for such periods as may be    
reasonable and prudent in accordance with sound business practices. With respect
to the Collateral, all such insurance shall be in such amount, such form, for   
such periods and written by such companies as may be reasonably satisfactory to 
the Agent and (except for third-party liability insurance) shall be payable to  
the Agent and to the respective member of the Consolidated Group, as the case   
may be, as their interests may appear. The Agent may apply all proceeds received
by it to pay the Obligations in such order as it shall determine in its         
discretion. All policies of insurance applicable to Watermark or the            
Consolidated Group shall provide for a minimum thirty (30) days prior written   
cancellation notice to the Agent and shall name the Agent as additional insured 
party, and, in the case of the Collateral, shall name the Agent as mortgagee and
loss payee. Certificates of insurance (or, if requested by the Agent, certified 
copies of policies) with respect to all renewals or replacements of such        
insurance from time to time in force together with evidence of payment of       
premiums thereon satisfactory to the Agent shall be delivered to the Agent at   
least ten (10) days before the expiration date of then current insurance. No    
settlement on account of any loss covered by such insurance applicable to       
Watermark or the Consolidated Group shall be made without the consent of the    
Agent if the amount of the casualty loss is greater than $2,000,000.00. In the  
event of failure to provide and maintain insurance as herein provided, the Agent
may, at its option, after giving notice to the Borrower, as applicable, provide 
such insurance and charge the amount thereof to the Borrower (including by      
making a Revolving Credit Advance therefor). The Borrower shall furnish to the  
Agent certificates or other evidence satisfactory to the Agent of compliance    
with the foregoing insurance provision. Without limiting the foregoing, the     
Consolidated Group will (i) keep all of Consolidated Group's physical property  
insured against fire and extended coverage risks in amounts and with deductibles
and endorsements acceptable to the Agent (ii) maintain all such workers'        
compensation or similar insurance as may be required by law, and (iii) maintain,
in amounts, deductibles and endorsements acceptable to the Agent, general public
liability insurance against claims for bodily injury, death or property damage  
occurring on, in or about the properties of the Consolidated Group's and        
business interruption insurance, and (iv) in the event the Properties or any    
portion thereof is located in a flood hazard area identified by the Secretary of
Housing and Urban Development as an area having special flood hazards and in    
which flood insurance has been                                                  

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made available under the National Flood Insurance Act of 1968, as amended by the
Flood Disaster Act of 1973 (and any successor Act thereto), maintain a flood    
insurance policy as required by the Flood Disaster Act of 1973. The Consolidated
Group shall at all times comply with and conform to all provisions of each such 
insurance policy and to all requirements of the insurers thereunder applicable  
to the Consolidated Group, the Properties or to the use, occupation, possession,
operation, maintenance or repair of all or any portion of the Properties.       

              Section 11.34 Taxes and Mechanic's Liens. The Consolidated Group
will duly pay and discharge, or cause to be paid and discharged, before the same
shall become overdue, all taxes, assessments and other governmental charges     
imposed upon any of the Consolidated Group and their real properties, sales and 
activities, or any part thereof, or upon the income or profits therefrom, as    
well as all claims for labor, materials or supplies that if unpaid might by law 
become a lien or charge upon any of its property; provided that any such tax,   
assessment, charge, levy or claim need not be paid if the validity or amount    
thereof shall currently be contested in good faith by appropriate proceedings   
and if the Borrower shall have set aside on its books adequate reserves with    
respect thereto; and provided further that any of the Consolidated Group will   
pay all such taxes, assessments, charges, levies or claims forthwith upon the   
commencement of proceedings to foreclose any lien that may have attached as     
security therefor.                                                              

            Section 11.35 Conduct of Business. The Consolidated Group will
continue to engage in the Core Businesses.                                      

            Section 11.36 Compliance with Law. The Consolidated Group will
(i) comply with all laws, rules, regulations, orders, writs, judgments,         
injunctions, decrees or awards, and any lawful private restrictions and other   
encumbrances constituting Permitted Liens, whether now existing or hereafter    
arising, to which the Consolidated Group or their properties may be or become   
subject, noncompliance with which could have a material adverse effect on the   
Consolidated Group's business, operations or financial condition or their       
ability to fulfill their obligations under this Agreement or the other Loan     
Documents, (and will strictly comply with any applicable requirements of the    
Interstate Land Sales Act, the Florida Land Sales Law and any other laws with   
respect to land sales, including, without limitation, disclosure laws, in any   
state in which it engages in business) and (ii) promptly obtain, maintain, apply
for renewal, and not allow to lapse, any authorization, consent, approval,      
license or order, and accomplish any filing or registration with, any court or  
Governmental Authority which may be or may become necessary in order that the   
Consolidated Group perform all of their obligations under this Agreement or the 
other Loan Documents and in order that the same may be valid and binding and    
effective in accordance with their terms and in order that the Agent and the    
Lenders may be able freely to exercise and enforce any and all of their rights  
under this Agreement or the other Loan Documents.                               

              Section 11.37 Access. Except as otherwise required by applicable
law or regulation, the Consolidated Group will permit Agent, by its             
representatives and agents, to inspect, during normal business hours, any of its
properties, to examine and make copies of its books of accounts and other       
financial records, and to discuss its affairs, finances and accounts with, and  
to be advised as to the same by, its officers at such reasonable times and      
intervals as the Agent may designate, all at the cost and expense of the        
Borrower. The Consolidated Group authorizes the                                 

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Agent and the Lenders to disclose information obtained pursuant to this         
Agreement to any participant or potential participant in the Loan made hereunder
and, whenever required or requested by governmental or regulatory authorities,  
to such authorities. The Consolidated Group will permit a potential purchaser of
all or a portion of the Loans, which purchaser is designated by the Agent, to   
inspect, in the presence of an authorized representative of the Borrower, during
normal business hours, any of its Properties, to examine and make copies of its 
accounts and other financial records, and to discuss its affairs, finances and  
accounts with such potential purchaser at such reasonable times and intervals as
the Agent may request without charge to the Agent or such potential purchaser.  

              Section 11.38 Equity. Each of the Ackerman Group and the Hoffman
Group shall maintain at least seventy percent (70%) of their current ownership  
as set forth in Section 9.22, but nothing contained herein shall prohibit the   
sale of any of the interests of either the Hoffman Group or the Ackerman Group  
to pay estate taxes by the estate or heirs of either Ackerman or Hoffman.       

              Section 11.39 ERISA Compliance. Except for the Pension Plans and
Welfare Plans in effect on the Effective Date which are set forth on Schedule   
11.39, none of the Consolidated Group will, without giving prior notice to the  
Agent, establish, assume, maintain or contribute to any employee benefit plan   
(as that term is defined in Section 3(3) of ERISA). None of the Consolidated    
Group will permit any Pension Plan or Welfare Plan to (i) engage in a           
"prohibited transaction" as such term is defined in Section 4975 of the Code    
which would result in a liability for it; (ii) incur any "accumulated funding   
deficiency", as such term is defined in Section 302 of ERISA, whether or not    
waived; or (iii) be terminated in a manner which would result in the imposition 
of a lien or encumbrance on its assets pursuant to Section 4068 of ERISA.       

             Section 11.40 Further Assurances. The Consolidated Group shall,
at any time and from time to time, execute and deliver such further instruments 
and take such further action as may reasonably be requested by the Agent, in    
each case further and more perfectly to effect the purposes of this Agreement,  
the Security Documents, and the other Loan Documents, including, without        
limitation, execution and delivery of financing statements, assignments or other
instruments permitted or required to be filed with any public recording office  
which the Agent deems appropriate to perfect and continue the perfection of the 
security interests granted by the Security Documents, and the Borrower hereby   
irrevocably authorizes the Agent, or its designee, at Borrower's expense, to    
file such financing statements with respect hereto, with or without any of the  
Consolidated Group's signature, as the Agent may deem appropriate, and appoints 
the Agent as such attorney-in-fact to execute such financing statements. Copies 
of any such financing statements executed by the Agent as attorney-in-fact shall
be delivered promptly to the Borrower.                                          

    Section 11.41 Intangible, Recording and Stamp Tax. The
Consolidated Group will promptly pay all Florida intangible taxes, recording    
taxes, mortgage taxes and documentary stamp taxes assessed against the          
Consolidated Group, the Agent or any of the Lenders as a result of this         
Agreement or any document related hereto. The Borrower agrees to promptly       
provide stamped original receipts of such payments to the Agent.                

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       Section 11.42 Material Adverse Changes. Watermark and the
Consolidated Group shall disclose in writing to the Agent, immediately upon     
becoming aware of it, any fact that materially and adversely affects or which   
could in the future materially and adversely affect the financial condition and 
operations of Watermark or any member of the Consolidated Group within five (5) 
Business Days of such time as Borrower provides such disclosure to the Agent,   
Borrower shall also deliver to the Agent in writing its proposal for addressing 
such material adverse affect.                                                   

Section 11.43 Senior Subordinated Notes.          

         The Agent and the Lenders acknowledge that the Borrower has
issued the Senior Subordinated Notes as of the Modification Date. The Agent and 
the Lenders hereby approve the terms and conditions of the Senior Subordinated  
Notes as described in the Trust Indenture as of the Modification Date between   
the Borrower and The Bank of New York with respect to the issuance of such      
notes.                                                                          

         Section 11.44 Sun City Golf. Sun City Golf may enter into a
refinance of the Textron Loan provided that: (i) the amount of the indebtedness 
of such refinance does not exceed eighty percent (80%) loan to value ratio and  
(ii) the applicable debt service coverage ratio is at least 1.25 to 1. Sun City 
Golf shall also at all times cause the holder of the Textron Loan or the        
refinance thereof to be a party to the TriParty Agreement or similar agreement  
with the Agent in form and substance acceptable to the Agent ("Use Agreement'). 
The Use Agreement shall be for the purpose of establishing the joint use,       
membership and other rights of the owners of any of the Collateral in any       
Project affected by the Sun City Amenities. The Use Agreement shall be          
applicable to any purchaser at any foreclosure sale of all or any portion of the
Sun City Amenities. Upon the release of the Sun City Amenities from the lien and
interest of the encumbrances securing the Textron Loan or any facility granted  
to refinance the Textron Loan in the manner provided herein, the Borrower shall 
cause Sun City Golf to grant to Agent a perfected first in priority security    
interest in and to the Sun City Amenities. Pursuant to the terms of a Mortgage, 
Sun City Golf shall be included as a Property Owner and a member of the         
Consolidated Group and Sun City Golf shall execute and deliver such other       
Security Documents as the Agent may request in order to cause Sun City Golf to  
comply with the requirements of Section 7.                                      

      Section 12    EVENTS OF DEFAULT; ACCELERATION; REMEDIES.

         Section 12.1 Events of Default; Acceleration. If any of the
following events (an "Event of Default") shall occur and be continuing:         

                            (a)     if the Borrower or a Guarantor shall fail to
pay any principal of or interest on the Loans when the same shall become due and
payable, whether at the stated date of maturity or any accelerated date of      
maturity or at any other date fixed for payment;                                

                            (b)     if the Borrower or a Guarantor shall fail to
pay any Fees, or other amounts due and payable hereunder when the same shall    
become due and payable whether at the Maturity Date or any accelerated date of  
maturity or at any other date fixed for payment;                                

                       (c)     if any member of the Consolidated Group
shall fail to comply with                                                       

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any of its covenants contained in Section 11.1, Section 11.4, Section 11.6,     
Section 11.8, Section 11.10, Section 11.12, Section 11.21, Section 11.23,       
Section 11.24, Section 11.25, Section 11.28, Section 11.29, Section 11.31,      
Section 11.33, and Section 11.42 through Section 11.44;                         

                     (d)     if any member of the Consolidated Group shall
fail to comply with any of its covenants contained in Section 11.2, Section     
11.7, Section 11.13, Section 11.19, Section 11.22(f) and (h), Section 11.30,    
Section 11.36, Section 11.37, Section 11.38, Section 11.39 and Section 11.40 and
such failure shall continue for ten (10) days after written notice of such      
failure has been given to the Borrower by the Agent;                            

                     (e)     if any member of the Consolidated Group shall
fail to comply with any of its covenants contained in Section 11.3, Section     
11.5, Section 11.11, Section 11.14, Section 11.15, Section 11.16, Section 11.17,
Section 11.18, Section 11.20, Section 11.22 (other than (f) and (h)), Section   
11.26, Section 11.27, Section 11.32, Section 11.34, Section 11.35, and Section  
11.41 and such failure shall continue for thirty (30) days after written notice 
of such failure has been given to the Borrower by the Agent;                    

                     (f)     if any member of the Consolidated Group shall
fail to comply with any of its covenants contained in Section 11.9 by the filing
of an involuntary lien or interest and such failure shall continue for          
forty-five (45) days after written notice of such failure has been given to the 
Borrower by the Agent; the voluntary filing of such lien or interest shall not  
have a cure period;                                                             

                     (g)     if any member of the Consolidated Group shall
fail to perform any term, covenant or agreement contained herein (other than    
those specified in subsections (a) through (g) above) and such failure shall    
continue for thirty (30) days after written notice of such failure has been     
given to the Borrower by the Agent;                                             

                       (h)     if any representation or warranty of any member
of the Consolidated Group in any Loan Document or in any document or instrument 
delivered pursuant to or in connection with this Agreement shall prove to have  
been false in any material respect upon the date when made;                     

                     (i)     if any member of the Consolidated Group shall
fail to make payment or otherwise shall fail to observe or perform when due or  
within any applicable period of grace any term, covenant or agreement contained 
in any agreement by which the Borrower is bound, evidencing or securing borrowed
money in a principal amount greater than One Million and no/100 Dollars         
($1,000,000.00) or Subordinated Debt in any amount, as would permit the holder  
or holders thereof or of any such obligations to accelerate the maturity        
thereof;                                                                        

                  (j)     if any member of the Consolidated Group or
Watermark shall be involved in financial difficulties as evidenced by:          

                            (i)     its commencement of a voluntary case
under Title 11 of the United States Code as from time to time in effect, or by  
its authorizing, by appropriate proceedings of its board of directors, managing 
partner or other governing body, the commencement of such a voluntary case;     

                              (ii)    its filing an answer or other pleading
admitting or failing to deny the material allegations of a petition filed       
against it commencing an involuntary case under                                 

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said Title 11, or seeking, consenting to or acquiescing in the relief therein   
provided, or by its failing to controvert timely the material allegations of any
such petition;                                                                  

                                (iii)   the entry of an order for relief against
it in any involuntary case commenced under said Title 11;                       

                                (iv)    its seeking relief as a debtor under any
applicable law, other than said Title 11, of any jurisdiction relating to the   
liquidation or reorganization of debtors or to the modification or alteration of
the rights of creditors, or by its consenting to or acquiescing in such relief; 

                       (v)     entry of an order by a court of
competent jurisdiction (A) finding it to be bankrupt or insolvent or (B)        
ordering or approving its liquidation, reorganization or any modification or    
alteration of the rights of its creditors which remains undischarged and        
unstayed for more than thirty (30) days;                                        

                           (vi)    the entry of an order by a court of
competent jurisdiction assuming custody for, or appointing a receiver or other  
custodian for, all or a substantial part of its property which remains          
undischarged and unstayed for more than thirty (30) days; or                    

                                (vii)   its making an assignment for the benefit
of, or entering into a composition with, its creditors, or appointing or        
consenting to the appointment of a receiver or other custodian for all or a     
substantial part of its property;                                               

     (k)     if there shall remain in force, undischarged,
unsatisfied, unstayed and unbonded, for more than thirty (30) days, whether or  
not consecutive, any final judgment against any member of the Consolidated Group
which, with other outstanding final judgments, undischarged, unsatisfied,       
unstayed and unbonded for more than thirty (30) days against such Person(s)     
exceeds Four Hundred Thousand and no/100 Dollars ($400,000.00);                 

                (l)     if any member of the Consolidated Group shall default in
the performance of any term, covenant or agreement contained in the Senior      
Subordinated Notes which continues beyond any applicable cure period;           

                (m)     if any member of the Consolidated Group shall default in
the performance of any term, covenant or agreement contained in any Security    
Document and such default shall continue beyond the applicable cure period set  
forth in subsections (a) through (e) hereof;                                    

                (n)     if any material covenant, agreement or obligation of any
person (other than the Agent or the Lenders) contained in or evidenced by any   
Security Document or the Subordination Agreements shall cease to be legal,      
valid, binding, or enforceable in accordance with the terms thereof other than  
as a result of a written waiver thereof by the Agent or any of the Lenders;     

               (o)     if any Security Document or the Subordination Agreement
shall be canceled, terminated, revoked or rescinded otherwise than in accordance
with the terms thereof                                                          

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or the express prior written agreement, consent or approval of the Agent other  
than as a result of a default thereof by the Agent; or any action at law, suit  
in equity or other legal proceeding to cancel, revoke or rescind any Security   
Document or the Subordination Agreement shall be commenced by or on behalf of   
any Person (other than the Agent or any of the Lenders) who is a party thereto; 
or any court or any other Governmental Authority of competent jurisdiction shall
make a determination that, or shall issue a judgment, order, decree or ruling to
the effect that any one or more of the Security Documents or the Subordination  
Agreement or any one or more of the material obligations or any Person or       
Persons under any one or more of the Security Documents or the Subordination    
Agreement are illegal, invalid or unenforceable in accordance with the terms    
thereof and no further appeal may be made regarding such judgment, order, decree
or ruling;                                                                      

               (p)     As of the Closing Date, (i) Hoffman holds the positions
of Chief Executive Officer of Borrower and Watermark and (ii) Ackerman holds the
positions of Chairman of the Board/Executive Vice President of Borrower and     
Watermark. If for whatever reason, both Hoffman and Ackerman fail to hold their 
respective positions in both of Watermark and Borrower (a "Management Change    
Event") the following provisions shall be applicable. Borrower shall promptly   
advise Agent of the occurrence of a Management Change Event. Thereafter, the    
boards of directors of Watermark and Borrower shall evaluate the management     
needs of such companies and take such action as the boards deem appropriate to  
fill the position necessitated by the Management Change Event. Borrower         
acknowledges that the person or persons selected to replace the office(s) held  
by Hoffman and Ackerman, as the case may be, must be capable of leading the     
affected companies, pursuing the Core Business of Borrower and furthering the   
growth of such companies. If after six (6) months following a Management Change 
Event, Agent is not reasonably satisfied that the boards of directors are       
exercising good business judgment, then, provided that more than six (6) months 
remains in the term of the Loans, Agent may require that the companies retain a 
nationally recognized executive search firm or consulting firm active in the    
real estate industry to assist in such deliberations or efforts to replace the  
departed officer. If after one year following a Management Change Event, the    
boards of such companies have not appointed a satisfactory replacement, Agent   
may declare an Event of Default.                                                

              (q)     if an event of default (as defined in the Construction
Loan Agreements) shall occur and be continuing under any Construction Loan      
Agreement beyond any applicable cure period;                                    

            (r)     if an event of default shall occur and be continuing
under any document executed in connection with the Subordinated Debt beyond any 
applicable cure period;                                                         

                (s)     (A) the material violation by any Property Owner of: (i)
the order of a DRI or regulation or requirement issued with respect thereto;    
(ii) an applicable zoning ordinance; (iii) any license or permit; any of which  
are necessary or required for the development or operation of a Project in      
accordance with the proposed development of the Project as set forth on the     
schedule describing the Project or as modified in a business plan provided to   
the Agent, and (B) the failure of any of items A(i)-(iii) to obtain or retain   
Vested status and such failure has a material adverse effect on the applicable  
Project. The Borrower                                                           

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shall have a right to cure this event of default for a period of up to six (6)  
months from the date of occurrence of such violation or failure to attain Vested
status provided that the Borrower immediately commences all available curative  
action and continuously undertakes such curative action;                        

                (t)     if any interest in any member of the Consolidated Group,
unless otherwise permitted under this Agreement, is assigned, transferred,      
pledged or otherwise conveyed without the prior consent of Agent, excluding     
transfers by Hoffman or Ackerman to the Hoffman Group or Ackerman Group,        
respectively;                                                                   

              (u)     if any member of the Consolidated Group, or Hoffman or
Ackerman shall be indicted for a federal crime, a punishment for which could    
include the forfeiture of any of its assets;                                    

 (v)     the occurrence of a Change of Control; or

      (w)     if a Default or Event of Default occurs and is
continuing under the Senior Subordinated Notes or any document or instrument    
executed in connection with the Textron Loan; then, the Agent may by notice to  
the Borrower terminate the Commitments under this Agreement, and upon such      
termination shall have no further obligation to make Loans or Revolving Credit  
Advances to the Borrower, and may declare all amounts owing with respect to this
Agreement to be, and they shall thereupon forthwith mature and become,          
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the parties hereto;    
provided, that in the event of any Event of Default specified in Section 12.1(k)
or (p), the Lenders' Commitments hereunder shall immediately terminate and all  
such amounts shall become immediately due and payable automatically and without 
any requirement of notice from the Agent.                                       

              The cure periods contained herein are subject to the following
terms and conditions:                                                           

             (a)     The Agent shall have the right to take all actions it
deems appropriate or necessary, notwithstanding the pendency of the cure period,
if the Agent determines that an emergency condition creating imminent danger to 
life or property exists which is not being expeditiously acted upon by the      
Borrower;                                                                       

          (b)     The applicable cure period is conditioned upon the
Borrower ceasing and desisting, to the extent possible, from the action creating
the Event of Default, and the Borrower consistently taking all actions necessary
to cure the Event of Default; and                                               

             (c)     No portion of the Properties shall be included in the
Borrowing Base during the pendency of an Event of Default affecting that portion
of the Properties.                                                              

The cure periods contained in the foregoing defaults shall be automatically     
reduced to the applicable cure period contained in the documents related to the 
Senior Subordinated Notes. Accordingly, no cure period contained herein shall   
extend beyond the applicable cure period contained in the Senior Subordinated   
Notes.                                                                          

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      Section 12.2 Remedies and Default Rate. No remedy herein
conferred upon any Lender or the Agent or the holder of any promissory note     
hereunder is intended to be exclusive of any other remedy, and each and every   
remedy shall be cumulative and shall be in addition to every other remedy given 
hereunder or now or hereafter existing at law or in equity or by statute or any 
other provision of law. Upon the occurrence of an Event of Default, the         
Obligations shall bear interest at the Default Rate.                            

      Section 12.3 Environmental Audit. At any time during the
existence of any Event of Default, the Agent, at its option, may obtain at the  
sole cost and expense of the Borrower an environmental audit or Phase 1 or 2 of 
the Properties prepared by a geohydrologist, an independent engineer or other   
qualified consultant or expert approved by the Agent evaluating and confirming  
(i) whether any Hazardous Substances are present in the soil or water at or     
adjacent to the Properties, (ii) whether the operations at the Properties comply
with all air quality and other applicable Environmental Laws or (iii) or        
identification of preventive maintenance or a compliance review with respect to 
any Environmental Laws. In furtherance of the preceding sentence, the Agent     
reserves the right, upon reasonable notice, to enter and investigate the        
Properties and to take such samples as may be necessary to perform soil, water  
or other analysis.                                                              

             Section 12.4 Advances. If the Agent shall elect to advance sums
for the protection of its security or for any other reason permitted or provided
by any of the terms of this Agreement or any other instrument or document       
executed by any member of the Consolidated Group in favor of the Agent in       
connection with the Obligations, then such sums shall be secured by the Security
Documents and shall be payable upon demand of the Agent and shall bear interest,
commencing on the date advanced and continuing until repaid, at the Default     
Rate.                                                                           

     Section 12.5 Proceeds. In the event that, following the
occurrence or during the continuance of any Default or Event of Default, the    
Agent or any Lender, as the case may be, receives any monies in connection with 
the enforcement of any the Security Documents, or otherwise with respect to the 
realization upon any of the Collateral, such monies shall be distributed for    
application as follows:                                                         

                         (a)     First, to the payment of, or (as the case
may be) the reimbursement of the Agent for or in respect of all reasonable      
costs, expenses, disbursements and losses which shall have been incurred or     
sustained by the Agent in connection with the collection of such monies by the  
Agent, for the exercise, protection or enforcement by the Agent of all or any of
the rights, remedies, powers and privileges of the Agent under this Agreement or
any of the other Loan Documents or in respect of the Collateral or in support of
any provision of adequate indemnity to the Agent against any taxes or liens     
which by law shall have, or may have, priority over the rights of the Agent to  
such monies;                                                                    

                        (b)     Second, to all other Obligations in such
order or preference as the Agent and the Majority Lenders may determine;        
provided, however, that distributions in respect of such Obligations shall be   
made (i) pari passu among Obligations with respect to the Agent's fee payable   
pursuant to Section 5.3 and all other Obligations; (ii) pari passu among        
Obligations with respect to the Revolving Credit Loans and the Senior Amortizing
Term Loan; and (iii) Obligations owing to the Lenders with respect to each type 
of Obligation such as interest,                                                 

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principal, fees and expenses, shall be made among the Lenders pro rata; and     
provided, further that the Agent may in its discretion make proper allowance to 
take into account any Obligations not then due and payable;                     

                       (c)     Third, upon payment and satisfaction in full or
other provisions for payment in full satisfactory to the Lenders and the Agent  
of all of the Obligations, to the payment of any obligations required to be paid
pursuant to Section 9-504(1)(c) of the Uniform Commercial Code of the State of  
Georgia; and                                                                    

                        (d)     Fourth, the excess, if any, shall be returned to
the Borrower or to such other Persons as are entitled thereto.                  

Section 13    SETOFF.                             

                           Regardless of the adequacy of any Collateral, any
deposits or other sums credited by or due from any of the Lenders to any member 
of the Consolidated Group and any securities or other property of any member of 
the Consolidated Group in the possession of such Lender may, upon the consent of
the Agent and the Majority Lenders, be applied to or setoff against the payment 
of Obligations of the Consolidated Group hereunder and under the other Loan     
Documents and any and all other liabilities, direct, or indirect, absolute or   
contingent, due or to become due, now existing or hereafter arising, of the     
Consolidated Group to such Lender at any time after the occurrence and during   
the continuance of any Event of Default. Each of the Lenders agrees with each   
other Lender that (a) if an amount to be setoff is to be applied to Indebtedness
of the Borrower or other Property Owners to such Lender, other than Indebtedness
evidenced by the Notes held by such Lender, such amount shall be applied ratably
to such other Indebtedness and to the Indebtedness evidenced by all such Notes  
held by such Lender and (b) if such Lender shall receive from the Borrower or   
other Property Owners, whether by voluntary payment, exercise of the right of   
setoff, counterclaim, cross-action, enforcement of the claim evidenced by the   
Notes held by such Lender by proceedings against the Borrower or other Property 
Owners at law or in equity or by proof thereof in bankruptcy, reorganization,   
liquidation, receivership or similar proceedings or otherwise, and shall retain 
and apply to the payment of the Note or Notes held by such Lender any amount in 
excess of its ratable portion of the payments received by all of the Lenders    
with respect to the Notes held by all of the Lenders, such Lender will make such
disposition and arrangements with the other Lenders with respect to such excess,
either by way of distribution, pro tanto, assignment of claims, subrogation, or 
otherwise as shall result in each Lender receiving in respect of the Notes held 
by it its proportionate payment as contemplated by this Agreement; provided that
if all or any part of such excess payment is thereafter recovered from such     
Lender, such disposition and arrangements shall be rescinded and the amount     
restored to the extent of such recovery, but without interest.                  

Section 14    CERTAIN RIGHTS OF AGENT.            

           Section 14.1  Right to Retain the Construction Inspector. The
Agent shall have the right to retain, at the Borrower's and the other Property  
Owners' cost and expense, a Construction Inspector to review construction       
budgets, contracts and schedules, make periodic inspections of construction of  
improvements at the Projects and to advise the Agent regarding all construction 

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matters at the Projects. The fees of the Construction Inspector shall be paid by
the Borrower and the other Property Owner forthwith upon billing therefor, and  
expenses incurred by the Agent on account thereof shall be reimbursed to the    
Agent forthwith upon request therefor, but neither the Agent, the Lenders nor   
the Construction Inspector shall have any liability to the Borrower or any      
member of the Consolidated Group on account of the services performed by the    
Construction Inspector. Neither the Agent, the Lenders nor the Construction     
Inspector assumes any obligation to the Borrower or any other Person concerning 
the quality of construction of any Project improvements or the absence therefrom
of defects.                                                                     

               Section 14.2 Right to Obtain Appraisals. The Agent shall have the
right to obtain, from time to time, at the Borrower's cost and expense, upon the
acquisition of any Property for a purchase price of equal to or greater than    
$5,000,000.00, or with respect to all Properties on a rolling twenty-four (24)  
month basis, one or more Appraisals (complying with all terms and conditions of 
FIRREA) updating the Appraised Value of Developable Land, Developed Lots,       
Developed Parcels and Amenities as of such date. The updated Appraisals shall   
consider the Appraised Value de novo and shall not simply add development costs 
incurred since the prior Appraisal to the amount of the appraised value         
reflected in such Appraisal) of the Mortgaged Properties. So long as no Default 
or Event of Default shall have occurred and be continuing, the Borrower shall   
only be obligated to pay for the costs and expenses associated with one (1) such
Appraisal for a particular Project during any twenty-four (24) month period or  
upon the occurrence of a Default or Event of Default and upon the foregoing     
$5,000,000.00 or greater acquisition of a parcel of property. The costs and     
expenses incurred by the Agent in obtaining such Appraisals shall be paid by the
Borrower forthwith upon billing or request by the Agent for reimbursement       
thereof. The Agent shall also obtain such appraisals upon the request of the    
Required Lenders; provided that if the Borrower is not required to pay the costs
of such appraisals pursuant to this Section 14.2, then the costs shall be paid  
by the Lenders. Agent reserves the right to adjust the Appraised Value to more  
accurately reflect the Fair Market Value at its discretion.                     

     Section 15 EXPENSES. The Borrower agrees to pay (a) the
reasonable costs of producing and reproducing this Agreement, the other Loan    
Documents and the agreements and instruments mentioned herein and delivered     
pursuant to this Agreement, (b) any taxes (including any interest and penalties 
in respect thereto) payable by the Agent or any of the Lenders (other than taxes
based upon the Agent's or any Lender's net income) on or with respect to the    
transactions contemplated by this Agreement, (c) the reasonable fees, expenses  
and disbursements of the Agent and the Agent's legal counsel incurred in        
connection with the preparation or interpretation of the Loan Documents and     
other instruments mentioned herein, and amendments, modifications, approvals,   
consents or waivers hereto or hereunder, and the administration of the Loans,   
which shall include but shall not be limited to all syndication costs and the   
costs to organize, plan, hold and attend periodic meetings of the Lenders, (d)  
all reasonable expenses (including reasonable attorneys' fees and costs, which  
attorneys may be employees of any Lender or the Agent) incurred by any Lender,  
or affiliates of Lender, or the Agent in connection with (i) the enforcement of 
or preservation of rights under any of the Loan Documents against the Borrower  
or other Property Owners, or the administration thereof after the occurrence of 
a Default or Event of Default and (ii) any litigation, proceeding or dispute    
whether arising hereunder or otherwise, in any way related to the Agent's or any
Lender's relationship                                                           

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with any member of the Consolidated Group, and (e) all reasonable fees, expenses
and disbursements of any Lender or the Agent incurred in connection with        
Appraisals, the Title Policy, UCC searches, UCC filings or mortgage recordings, 
and intangible property searches. The Borrower shall not be charged any fees or 
costs, other than the Agent's Fee, and other fees described herein for the      
normal day to day administration of the Loan by the Agent (which shall include  
only services performed by the Agent's in-house employees), including the       
exchange of information between the Agent and the Lenders.                      

      Section 16 INDEMNIFICATION. Except for liability arising
exclusively from the gross negligence or willful misconduct of the Agent, the   
Borrower and other Property Owners agree to indemnify and hold harmless the     
Agent and the Lenders, and all affiliates thereof, from and against any and all 
claims, actions and suits whether groundless or otherwise, and from and against 
any and all liabilities, losses, damages and expenses of every nature and       
character arising out of this Agreement or any of the other Loan Documents or   
the transactions contemplated hereby including, without limitation, (a) any     
actual or proposed use by the Borrower or other Property Owners of the proceeds 
of any of the Loans, (b) any actual or alleged infringement of any patent,      
copyright, trademark, service mark or similar right of a member of the          
Consolidated Group comprised in the Collateral, (c) the Borrower or other       
Property Owners entering into or performing this Agreement or any of the other  
Loan Documents, (d) with respect to the Borrower or a member of the Consolidated
Group and their respective properties and assets, the violation of any          
Environmental Laws, the presence, disposal, escape, seepage, leakage, spillage, 
discharge, emission, release or threatened release of any Hazardous Substances  
or any action, suit, proceeding or investigation brought or threatened with     
respect to any Hazardous Substances (including, but not limited to, claims with 
respect to wrongful death, personal injury or damage to property), in each case 
including, without limitation, the reasonable fees and disbursements of counsel 
and allocated costs of internal counsel incurred in connection with any such    
investigation, litigation or other proceeding or (e) the violation by the       
Borrower or the any other Property Owner of any DRI, zoning ordinance, or any   
license or permit required or necessary for the operation and the development of
the Properties. In litigation, or the preparation therefor, the Lenders and the 
Agent shall be entitled to select their own counsel and, in addition to the     
foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and
expenses of such counsel. If, and to the extent that the obligations of the     
Borrower under this Section 16 are unenforceable for any reason, the Borrower   
hereby agrees to make the maximum contribution to the payment in satisfaction of
such obligations which is permissible under applicable law. There shall be      
specifically excluded from the foregoing indemnification any claims, actions,   
suits, liabilities, losses, damages and expenses arising from disputes among the
Lenders with respect to the Loan or the Loan Documents. In the event that any   
such claims, actions, suits, liabilities, losses, damages and expenses involve  
both a dispute among the Lenders and other matters covered by this              
indemnification provision, the Agent shall make a reasonable good faith         
allocation of all losses, damages and expenses incurred between the Lenders'    
dispute and the other matters covered by this indemnification provision, which  
allocation by the Agent shall be final and binding upon the parties hereto.     

               Section 17 SURVIVAL OF COVENANTS, ETC. All covenants, agreements,
representations and warranties made herein, in any of the Loan Documents or in  
any documents or other instruments delivered by or on behalf of the Borrower or 
Property Owners pursuant                                                        

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hereto and thereto shall be deemed to have been relied upon by the Lenders and  
the Agent, notwithstanding any investigation made by any of them, and shall     
survive the making by the Lenders of any of the Loans, and shall continue in    
full force and effect so long as any amount due under this Agreement remains    
outstanding and unpaid or any Lender has any obligation to make any Revolving   
Credit Advances. The provisions of the Hazardous Waste Indemnity of even date by
the Borrower in favor of the Agent as well as the representations and warranties
as to environmental matters set forth in Section 8.23 shall not terminate and   
shall survive the payment in full of the Loans.                                 

Section 18   THE AGENT; LEAD ARRANGER.            

              Section 18.1 Authorization. The Agent is authorized to take such
action on behalf of each of the Lenders and to exercise all such powers as are  
hereunder and under any of the other Loan Documents and any related documents   
delegated to the Agent, together with such powers as are reasonably incident    
thereto, provided that no duties or responsibilities not expressly assumed      
herein or therein shall be implied to have been assumed by the Agent. The       
relationship between the Agent and the Lenders is and shall be that of agent and
principal only, and nothing contained in this Agreement or any of the other Loan
Documents shall be construed to constitute the Agent as a trustee or fiduciary  
for any Lender.                                                                 

           Section 18.2 Employees and Agents. The Agent may exercise its
powers and execute its duties by or through employees or agents and shall be    
entitled to take, and to rely on, advice of counsel concerning all matters      
pertaining to its rights and duties under this Agreement and the other Loan     
Documents. The Agent may utilize the services of such Persons as the Agent in   
its sole discretion may reasonably determine, and all reasonable fees and       
expenses of any such Persons shall be paid by the Borrower in accordance with   
and subject to the limitations of Section 15. The Agent may from time to time   
appoint such Persons as it desires to act on its behalf under this Agreement in 
such capacities and with such powers as it may specify. The Agent shall promptly
notify the Borrower of the appointment of any such Person and the capacity in   
which they are authorized to act on behalf of the Agent. The Agent may, upon    
giving written notice to the Borrower, revoke the appointment of any such       
Person.                                                                         

         Section 18.3 No Liability. Neither the Agent nor any of its
shareholders, directors, officers or employees nor any other Person assisting   
them in their duties nor any agent or employee thereof, shall be liable for any 
waiver, consent or approval given or any action taken, or omitted to be taken,  
in good faith by it or them hereunder or under any of the other Loan Documents, 
or in connection herewith or therewith, or be responsible for the consequences  
of any oversight or error of judgment whatsoever, except that the Agent or such 
other Person, as the case may be, may be liable for losses due to its willful   
misconduct or gross negligence.                                                 

     Section 18.4 No Representations. The Agent shall not be
responsible for the execution or validity or enforceability of this Agreement,  
the Notes, any of the other Loan Documents or any instrument at any time        
constituting, or intended to constitute, collateral security for the Notes, or  
for the value of any such collateral security or for the validity,              
enforceability or collectability of any such amounts owing with respect to the  
Notes, or for any recitals or statements, warranties or representations made    
herein or in any of the other Loan Documents or                                 

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in any certificate or instrument hereafter furnished to it by or on behalf of   
the Borrower or other Property Owners, or be bound to ascertain or inquire as to
the performance or observance of any of the terms, conditions, covenants or     
agreements herein or in any instrument at any time constituting, or intended to 
constitute, collateral security for the Notes. The Agent shall not be bound to  
ascertain whether any notice, consent, waiver or request delivered to it by the 
Borrower or any holder of any of the Notes shall have been duly authorized or is
true, accurate and complete. The Agent has not made nor does it now make any    
representations or warranties, express or implied, nor does it assume any       
liability to the Lenders, with respect to the credit worthiness or financial    
condition of the Borrower or other Property Owners. Each Lender acknowledges    
that it has, independently and without reliance upon the Agent or any other     
Lender, and based upon such information and documents as it has deemed          
appropriate, made its own credit analysis and decision to enter into this       
Agreement.                                                                      

Section 18.5 Payments.                            

                      (a)     A payment by the Borrower to the Agent
hereunder or any of the other Loan Documents for the account of any Lender shall
constitute a payment to such Lender. The Agent agrees promptly to distribute to 
each Lender such Lender's pro rata share of payments received by the Agent for  
the account of the Lenders except as otherwise expressly provided herein or in  
any of the other Loan Documents.                                                

                  (b)     If in the opinion of the Agent the
distribution of any amount received by it in such capacity hereunder, under the 
Notes or under any of the other Loan Documents might involve it in liability, it
may refrain from making the distribution until its right to make such           
distribution shall have been adjudicated by a court of competent jurisdiction.  
If a court of competent jurisdiction shall adjudge that any amount received and 
distributed by the Agent is to be repaid, each Person to whom any such          
distribution shall have been made shall either repay to the Agent its           
proportionate share of the amount so adjudged to be repaid or shall pay over the
same in such manner and to such Persons as shall be determined by such court.   

                        (c)     Notwithstanding anything to the contrary
contained in this Agreement or any of the other Loan Documents, any Lender that 
fails (i) to make available to the Agent its pro rata share of any Loan or      
Revolving Credit Advance or (ii) to comply with the provisions of Section 13    
with respect to making dispositions and arrangements with the other Lenders,    
where such Lender's share of any payment received, whether by setoff or         
otherwise, is in excess of its pro rata share of such payments due and payable  
to all of the Lenders, in each case as, when and to the full extent required by 
the provisions of this Agreement, shall be deemed delinquent (a "Delinquent     
Lender") and shall be deemed a Delinquent Lender until such time as such        
delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned  
any and all payments due to it from the Borrower, whether on account of         
Outstanding Loans, unpaid reimbursement Obligations, interest, fees or          
otherwise, to the remaining nondelinquent Lenders for application to, and       
reduction of, their respective pro rata shares of all Outstanding Loans. The    
Delinquent Lender hereby authorizes the Agent to distribute such payments to the
nondelinquent Lenders in proportion to their respective pro rata shares of all  
Outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full
a delinquency when and if, as a result of application of the assigned payments  
to all Outstanding Loans of the nondelinquent                                   

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Lenders, the Lenders' respective pro rata shares of all Outstanding Loans have  
returned to those in effect immediately prior to such delinquency and without   
giving effect to the nonpayment causing such delinquency.                       

              Section 18.6  Holders of Notes. The Agent may deem and treat the
payee of any Note as the absolute owner or purchaser thereof for all purposes   
hereof until it shall have been furnished in writing with a different name by   
such payee or by a subsequent holder, assignee or transferee.                   

          Section 18.7  Indemnity. The Lenders ratably agree hereby to
indemnify and hold harmless the Agent from and against any and all claims,      
actions and suits (whether groundless or otherwise), losses, damages, costs,    
expenses (including any expenses for which the Agent has not been reimbursed by 
the Borrower as required by Section 15), and liabilities of every nature and    
character arising out of or related to this Agreement, the Notes, or any of the 
other Loan Documents or the transactions contemplated or evidenced hereby or    
thereby, or the Agent's actions taken hereunder or thereunder, except to the    
extent that any of the same shall be directly caused by the Agent's willful     
misconduct or gross negligence.                                                 

              Section 18.8  Agent as Lender. In its individual capacity, Fleet
shall have the same obligations and the same rights, powers and privileges in   
respect to its Commitment and the Loans made by it, and as the holder of any of 
the Notes as it would have were it not also the Agent.                          

            Section 18.9  Resignation. The Agent may resign at any time by
giving sixty (60) days prior written notice thereof to the Lenders and the      
Borrower. Upon any such resignation, the Majority Lenders shall have the right  
to appoint a successor Agent. Unless an Event of Default shall have occurred and
be continuing, such successor Agent shall be reasonably acceptable to the       
Borrower. If no successor Agent shall have been so appointed by the Majority    
Lenders and shall have accepted such appointment within thirty (30) days after  
the retiring Agent's giving of notice of resignation, then the retiring Agent   
may, on behalf of the Lenders, appoint a successor Agent, which shall be a      
financial institution having a rating of not less than A-2 or its equivalent by 
Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent  
hereunder by a successor Agent, such successor Agent shall thereupon succeed to 
and become vested with all the rights, powers, privileges and duties of the     
retiring Agent, and the retiring Agent shall be discharged from its duties and  
obligations hereunder. After any retiring Agent's resignation, the provisions of
this Agreement and the other Loan Documents shall continue in effect for its    
benefit in respect of any actions taken or omitted to be taken by it while it   
was acting as Agent.                                                            

           Section 18.10 Notification of Defaults and Events of Default.
Each Lender hereby agrees to promptly notify the Agent upon learning of the     
existence of a Default or an Event of Default. The Agent hereby agrees to       
promptly notify the other Lenders if it is aware of the existence of such       
Default or Event of Default.                                                    

             Section 18.11 Duties in the Case of Enforcement. In case one or
more Events of Default have occurred and shall be continuing, and whether or not
acceleration of the Obligations shall have occurred, the Agent shall, if (a) so 
requested by the Majority Lenders and (b) the Lenders, or such portion as       
acceptable to the Agent have provided to the Agent such additional              

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indemnities and assurances against expenses and liabilities as the Agent may    
reasonably request, proceed to enforce the provisions of the Security Documents 
authorizing the foreclosure of the Mortgage and the sale or other disposition of
all or any part of the Collateral and exercise all or any such other legal and  
equitable and other rights or remedies as it may have in respect of such        
Collateral. The Majority Lenders may direct the Agent in writing as to the      
method and the extent of any such sale or other disposition. The Lenders hereby 
agree to indemnify and hold the Agent harmless from all liabilities incurred in 
respect of all actions taken or omitted in accordance with such directions. The 
Agent need not comply with any such direction to the extent that the Agent      
reasonably believes the Agent's compliance with such direction to be unlawful or
commercially unreasonable in any applicable jurisdiction. Agent may, in its     
discretion, but without obligation, in the absence of direction from the        
Majority Lenders, take such interim actions as it believes necessary to preserve
the Collateral and the rights of the Lenders therein. Such actions may include, 
but shall not be limited to, petitioning a court for injunctive relief,         
appointment of a receiver or sequestration of proceeds of the Properties.       

             Section 18.12 Bankruptcy of Borrower. In the event a bankruptcy
or other insolvency proceeding is commenced by or against Borrower, Agent shall 
have the sole and exclusive right to file and pursue a joint proof of claim on  
behalf of all Lenders. Each Lender irrevocably waives its right to file or      
pursue a separate proof of claim in any such proceedings.                       

             Section 18.13 Disclosure. Agent hereby discloses to the Lenders
that it is an affiliate of FleetBoston Investments, which owns an interest in   
CILP. The Lenders hereby acknowledge: the foregoing disclosure and that         
FleetBoston Investments, as an owner of CILP, may take actions which may        
conflict with actions taken by Fleet as Agent. The Lenders agree that the Agent 
is hereby authorized by the Lenders to continue in the capacity as Agent and to 
fulfill the role of Agent hereunder notwithstanding its affiliation with        
FleetBoston Investments, and that Fleet, as Agent, will not be liable to the    
Lenders for actions taken by FleetBoston Investments.                           

              Section 18.14 Lead Arranger. Consolidated Group acknowledges and
agrees that FleetBoston Robertson Stephens Inc. has acted as Lead Arranger in   
connection with these Loans. The relevant Agent indemnification provisions      
contained herein shall also protect Lead Arranger.                              

  Section 18.15 Documentation Agent and Co-Agents. The
Documentation Agent and each Co-Agent acknowledge that Agent is acting as "Lead 
Agent" under this Agreement and that the Documentation Agent and either Co-Agent
shall have no duties or responsibilities except those that may be requested from
time to time by the Agent and accepted in writing by the Documentation Agent or 
either Co-Agent.                                                                

Section 19    ASSIGNMENT.                         

          Section 19.1  Conditions to Assignment by Lenders. Except as
provided herein, each Lender may assign to one (1) or more Eligible Assignees   
all or a portion of its interests, rights and obligations under this Agreement  
(including all or a portion of its Commitment Percentage and Commitment and the 
same portion of the Loans at the time owing to it, and the Notes held by it);   
provided that (a) the Agent shall have given its prior written consent to such  
assignment, (b) each such assignment shall be of a constant, and not a varying, 
percentage of all the assigning                                                 

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Lender's rights and obligations under this Agreement, (c) each assignment shall 
be in an amount that is at least $5,000,000.00 and is a whole multiple of       
$1,000,000.00, unless otherwise consented to by Agent, (d) each Lender which is 
a Lender on the date hereof shall retain, free of any such assignment, an amount
of its Commitment of not less than $10,000,000.00, and (e) the parties to such  
assignment shall execute and deliver to the Agent, for recording in the Register
(as hereinafter defined), an Assignment and Acceptance, substantially in the    
form established by Agent (an "Assignment and Acceptance"), together with any   
Notes subject to such assignment. Nothing contained herein shall prohibit the   
assignment of participation interests by a Lender to an affiliate controlled by 
such Lender provided that all voting rights and funding obligations are retained
by such Lender and the Lender provides notice of the participation and copies of
the participation documents to the Agent. Upon such execution, delivery,        
acceptance and recording, from and after the effective date specified in each   
Assignment and Acceptance, which effective date shall be at least five (5)      
Business Days after the execution thereof, but in no event prior to recording   
(i) the assignee thereunder shall be a party hereto and, to the extent provided 
in such Assignment and Acceptance, have the rights and obligations of a Lender  
hereunder, and (ii) the assigning Lender shall, to the extent provided in such  
assignment and upon payment to the Agent of the registration fee referred to in 
Section 19.3, be released from its further obligations under this Agreement with
respect to the interest assigned.                                               

             Fleet may assign portions of its rights under this Agreement so
that the Fleet holds a minimum portion of the Loans of $20,000,000.00.          

         With Agent's consent, each Lender may at any time assign or
pledge its Loan or Note to a Federal Reserve Bank, and a Lender, which is a     
"fund," may at any time assign or pledge all or any portion of its rights under 
this Credit Agreement to secure such Lender's indebtedness, in each case without
the prior written consent of the Borrower, provided that each such assignment   
shall be made in accordance with applicable law and shall be either to a Federal
Reserve Bank or Eligible Assignee, and no such assignment shall release a Lender
from any of its obligations hereunder. In order to facilitate any such          
assignment, the Borrower shall, at the request of the assigning Lender, duly    
execute a registered promissory note or notes evidencing the Obligations made or
extended to the Borrowers by the assigning Lender hereunder, provided that the  
assignment is otherwise in compliance with the terms hereof. For avoidance of   
doubt, the parties to this Agreement acknowledge that the provisions of this    
subsection concerning assignments do not prohibit assignments creating security 
interests, including, without limitation, any pledge or assignment by a Lender  
of any Loan or Note to any Federal Reserve Bank in accordance with applicable   
law and the terms hereof.                                                       

               Section 19.2 Certain Representations and Warranties; Limitations;
Covenants. By executing and delivering an Assignment and Acceptance, the parties
to the assignment thereunder confirm to and agree with each other and the other 
parties hereto as follows: (a) other than the representation and warranty that  
it is the legal and beneficial owner of the interest being assigned thereby free
and clear of any adverse claim, the assigning Lender makes no representation or 
warranty and assumes no responsibility with respect to any statements,          
warranties or representations made in or in connection with this Agreement or   
the execution, legality, validity, enforceability, genuineness, sufficiency or  
value of this Agreement, the other Loan Documents or any other instrument or    
document furnished pursuant hereto; (b) the                                     

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assigning Lender makes no representation or warranty and assumes no             
responsibility with respect to the financial condition of the Borrower and other
Property Owners or any other Person primarily or secondarily liable in respect  
of any of the Obligations, or the performance or observance by the Borrower,    
Property Owners or any other Person primarily or secondarily liable in respect  
of any of the Obligations or any of their obligations under this Agreement or   
any of the other Loan Documents or any other instrument or document furnished   
pursuant hereto; (c) such assignee confirms that it has received a copy of this 
Agreement, together with copies of the most recent financial statements referred
to in Section 8.7 and Section 11.7 and such other documents and information as  
it has deemed appropriate to make its own credit analysis and decision to enter 
into such Assignment and Acceptance; (d) such assignee will, independently and  
without reliance upon the assigning Lender, the Agent or any other Lender and   
based on such documents and information as it shall deem appropriate at the     
time, continue to make its own credit decisions in taking or not taking action  
under this Agreement; (e) such assignee represents and warrants that it is an   
Eligible Assignee; (f) such assignee appoints and authorizes the Agent to take  
such action as agent on its behalf and to exercise such powers under this       
Agreement and the other Loan Documents as are delegated to the Agent by the     
terms hereof or thereof, together with such powers as are reasonably incidental 
thereto; (g) such assignee agrees that it will perform in accordance with their 
terms all of the obligations that by the terms of this Agreement are required to
be performed by it as a Lender; (h) such assignee represents and warrants that  
it is legally authorized to enter into such Assignment and Acceptance; and (i)  
such assignee represents that it is acquiring the portion of the Loans assigned 
to it pursuant to the Assignment and Acceptance for investment only and not with
a view to or with any intention to resell, distribute, subdivide or             
fractionalize such portion in whole or in part, or grant any participation      
therein.                                                                        

            Section 19.3 Register. The Agent shall maintain a copy of each
Assignment and Acceptance delivered to it and a register or similar list (the   
"Register") for the recordation of the names and addresses of the Lenders and   
the Commitment Percentages of, and principal amount of the Loans owing to the   
Lenders from time to time as a condition to the effectiveness thereof. All      
assignments of Loans or Commitments must be reported to the Agent to permit     
registration in the Register. The entries in the Register shall be conclusive,  
in the absence of manifest error, and the Borrower, the Agent and the Lenders   
may treat each Person whose name is recorded in the Register as a Lender        
hereunder for all purposes of this Agreement. The Register shall be available   
for inspection by the Borrower and the Lenders at any reasonable time and from  
time to time upon reasonable prior notice. Upon each such recordation, (i) the  
assigning Lender agrees to pay to the Agent a registration fee in the sum of    
$5,000.00 and (ii) the Agent will deliver a copy of the Register to the         
Borrower.                                                                       

           Section 19.4 New Notes. Upon its receipt of an Assignment and
Acceptance executed by the parties to such assignment, together with each Note  
subject to such assignment, the Agent shall (a) record the information contained
therein in the Register, and (b) give prompt notice thereof to the Borrower and 
the Lenders (other than the assigning Lender). Within five (5) Business Days    
after receipt of such notice, the Borrower, at its own expense, shall execute   
and deliver to the Agent, in exchange for each surrendered Note, a new Note to  
the order of such Eligible Assignee in an amount equal to the amount assumed by 
such Eligible Assignee pursuant to such Assignment and Acceptance and, if the   
assigning Lender has maintained some portion of its obligations hereunder, a new
Note to the order of the assigning Lender in an amount equal to                 

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the amount retained by it hereunder. Such new Notes shall provide that they are 
replacements for the surrendered Notes, shall be in an aggregate principal      
amount equal to the aggregate principal amount of the surrendered Notes, shall  
be dated the effective date of such Assignment and Acceptance and shall         
otherwise be in substantially the form of the Notes delivered at the time of    
execution of this Agreement. Within five (5) Business Days upon request,        
following issuance of any new Notes pursuant to this Section 19.4, the Borrower 
shall deliver an opinion of counsel, addressed to the Lenders and the Agent,    
relating to the due authorization, execution and delivery of such new Notes and 
the legality, validity, enforceability and binding effect thereof and the       
applicability of the Guaranties to the new Note. The surrendered Notes shall be 
canceled and returned to the Borrower.                                          

            Section 19.5 No Assignment by Borrower. The Borrower shall not
assign or transfer any of its rights or obligations under any of the Loan       
Documents without the prior written consent of each of the Lenders.             

            Section 19.6 Disclosure. Each Lender agrees to take normal and
reasonable precautions and exercise due care to maintain the confidentiality of 
all information identified as "confidential" or "secret" by the Borrower and    
provided to it by the Borrower, or by the Agent on Borrower's behalf, under this
Agreement or any other Loan Document, and neither it nor any of its affiliates  
shall use any such information other than in connection with or in enforcement  
of this Agreement and the other Loan Documents; except to the extent such       
information (i) was or becomes generally available to the public other than as a
result of disclosure by the Lender, or (ii) was or becomes available on a       
non-confidential basis from a source other than the Borrower, provided that such
source is not bound by a confidentiality agreement with the Borrower known to   
the Lender; provided, however, that any Lender may disclose such information (a)
at the request or pursuant to any requirement of any Governmental Authority to  
which the Lender is subject or in connection with an examination of such Lender 
by any such authority; (b) pursuant to subpoena or other court process; (c) when
required to do so in accordance with the provisions of any applicable           
requirement of law; (d) to the extent reasonably required in connection with any
litigation or proceeding to which the Agent, any Lender or their respective     
affiliates may be party; (e) to the extent reasonably required in connection    
with the exercise of any remedy hereunder or under any other Loan Document; (f) 
to such Lender's independent auditors and other professional advisors; (g) to   
any participant or assignee, actual or potential, provided that such Person     
agrees in writing to keep such information confidential to the same extent      
required of the Lenders hereunder, and (h) as to any Lender, as expressly       
permitted under the terms of any other document or agreement regarding          
confidentiality to which the Borrower is party or is deemed party with such     
Lender.                                                                         

Section 19.7 Withholding Tax.                     

                        (a)     If any Lender is a "foreign corporation,
partnership or trust" within the meaning of the Code and such Lender claims     
exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or  
1442 of the Code, such Lender agrees with and in favor of the Agent, to deliver 
to the Agent:                                                                   

                                  (i)     if such Lender claims an exemption
from, or a reduction of,                                                        

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withholding tax under a United States tax treaty, properly completed IRS Forms  
1001 and W-8 before the payment of any interest in the first calendar year and  
before the payment of any interest in each third succeeding calendar year during
which interest may be paid under this Agreement;                                

                                (ii)    if such Lender claims that interest paid
under this Agreement is exempt from United States withholding tax because it is 
effectively connected with a United States trade or business of such Lender, two
(2) properly completed and executed copies of IRS Form 4224 before the payment  
of any interest is due in the first taxable year of such Lender and in each     
succeeding taxable year of such Lender during which interest may be paid under  
this Agreement, and IRS Form W-9;                                               

                          (iii)   such other form or forms as may be
required under the Code or other laws of the United States as a condition to    
exemption from, or reduction of, United States withholding tax; and             

                          (iv)    in the case of any Lender claiming
exemption from U.S. Withholding Tax under Sections 871(b) or 881(c) of the Code,
with respect to payments of "Portfolio Interest," a Form W-8, or any subsequent 
versions thereof or successors thereto, and if the Lender delivers a Form W-8, a
certificate representing that such Lender is not a bank for purposes of Section 
881(c) of the Code, is not a ten percent (10%) shareholder (within the meaning  
of Section 871(h)(3)(b) of the Code) of the Borrower or any Subsidiary thereof, 
and is not a controlled foreign corporation related to the Borrower or any of   
its Subsidiaries (within the meaning of Section 864(d)(4) of the Code). Each    
such certificate and form shall be properly completed and duly executed by such 
Lender claiming complete exemption from a reduced rate of U.S. Withholding Tax  
on payments by the Borrower under this Agreement and other Loan Documents.      

              Such Lender agrees to promptly notify the Agent of any change in
circumstances which would modify or render invalid any claimed exemption or     
reduction.                                                                      

               (b)     If any Lender claims exemption from, or
reduction of, withholding tax under a United States tax treaty by providing IRS 
Form 1001, and such Lender sells, assigns, grants a participation in, or        
otherwise transfers all or part of the Obligations of the Borrower to such      
Lender, such Lender agrees to notify the Agent of the percentage amount in which
it is no longer the beneficial owner of Obligations of the Borrower to such     
Lender. To the extent of such percentage amount, the Agent will treat such      
Lender's IRS Form 1001 as no longer valid.                                      

                    (c)     If any Lender claiming exemption from United
States withholding tax by filing IRS Form 4224 with the Agent sells, assigns,   
grants a participation in, or otherwise transfers all or part of the Obligations
of the Borrower to such Lender, such Lender agrees to undertake sole            
responsibility for complying with the withholding tax requirements imposed by   
Sections 1441 and 1442 of the Code.                                             

                       (d)     If any Lender is entitled to a reduction in the
applicable withholding tax, the Agent may withhold from any interest payment to 
such Lender an amount                                                           

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equivalent to the applicable withholding tax after taking into account such     
reduction. If the forms or other documentation required by subsection (a) of    
this Section 19.7 are not delivered to the Agent, then the Agent may withhold   
from any interest payment to such Lender not providing such forms or other      
documentation an amount equivalent to the applicable withholding tax.           

                      (e)     If the IRS or any other Governmental Authority
of the United States or other jurisdiction asserts a claim that the Agent did   
not properly withhold tax from amounts paid to or for the account of any Lender 
(because the appropriate form was not delivered, was not properly executed, or  
because such Lender failed to notify the Agent of a change in circumstances     
which rendered the exemption from, or reduction of, withholding tax ineffective,
or for any other reason) such Lender shall indemnify the Agent fully for all    
amounts paid, directly or indirectly, by the Agent as tax or otherwise,         
including penalties and interest, and including any taxes imposed by any        
jurisdiction on the amounts payable to the Agent under this Section 19.7,       
together with all costs and expenses (including reasonable attorneys' fees and  
legal expenses). The obligation of the Lenders under this subsection (e) shall  
survive the payment of all Obligations and the resignation or replacement of the
Agent.                                                                          

                (f)     Certain Lenders that may enter into this
Agreement from and after even date may be unable to comply with the indemnity   
provision of Section 19.7(e). In the event that the Agent agrees in the         
applicable Assignment and Acceptance for any subsequent Lender, then such Lender
shall be governed by and shall comply with the provisions of this Section       
19.7(f) rather than Section 19.7(e). In addition to any other rights of offset  
contained in this Agreement or under any applicable law, in the event that any  
amounts would otherwise be covered by an indemnity under Section 19.7(e) from   
such Lenders, such as U.S. Withholding Tax due and payable and any penalties or 
interest with respect thereto and fees and expenses of collection, then in such 
event, the Agent shall be authorized to offset any such amounts against the     
amounts payable to such Lenders hereunder until otherwise indemnified amounts   
are fully paid. The right of offset contained herein shall be in addition to and
shall not limit or otherwise waive or diminish any right or remedy that the     
Agent may have against such Lenders under any applicable law.                   

Section 20    NOTICES, ETC.                                     

                     Except as otherwise expressly provided in this Agreement,
all notices and other communications made or required to be given pursuant to   
this Agreement or the other Loan Documents shall be in writing and shall be (i) 
delivered in hand, (ii) mailed by United States registered or certified         
first-class mail, postage prepaid, or (iii) sent by telegraph or telex and      
confirmed by letter mailed on the same Business Day, or (iv) sent by Federal    
Express or other nationally recognized overnight delivery service, addressed as 
follows:                                                                        

(a)    if to the Borrower:          
WCI Communities, Inc. 
   24301 Walden Center Drive
       Bonita Springs, Florida 34134
          Attention:     Steven C. Adelman
                             Vivien Hastings, Esq.

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(b)    if to Watermark:             
     Watermark Communities, Inc.
   24301 Walden Center Drive
       Bonita Springs, Florida 34134
          Attention:     Steven C. Adelman
                             Vivien Hastings, Esq.

(c)    if to BCG:                   
  Bay Colony-Gateway, Inc.
   24301 Walden Center Drive
       Bonita Springs, Florida 34134
          Attention:     Steven C. Adelman
                             Vivien Hastings, Esq.

or at such other address for notice as such party shall last have furnished in  
writing to the person giving the notice; or                                     

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(d)    if to the Agent:             
Fleet National Bank   
111 Westminster Street
        Providence, Rhode Island 02903

with a copy to:       

Fleet National Bank   
    115 Perimeter Center Place
Suite 500             
Atlanta, Georgia 30346
      Attn:  Steve Selbo, Director

and a copy to:        

               Paul, Hastings, Janofsky & Walker LLP
    600 Peachtree Street, N.E.
Suite 2400            
Atlanta, Georgia 30308
           Attn:  Charles T. Sharbaugh, Esq.

or such other address for notice as the Agent shall last have furnished in      
writing to the person giving the notice; and                                    

                      (e)     if to any Lender, at such Lender's address set
forth on Schedule 1.0, or such other address for notice as such Lender shall    
have last furnished in writing to the Person giving the notice.                 

               Any such notice or demand shall be deemed to have been duly given
or made and to have become effective (a) if delivered by hand to a responsible  
officer of the party to which it is directed, at the time of the receipt thereof
by such officer, (b) if sent by registered or certified first-class mail,       
postage prepaid, upon the earlier of the date of receipt or five (5) Business   
Days after the posting thereof, (c) if sent by telex or cable, on the Business  
Day such telex or cable is dispatched, and (d) the next Business Day for the    
overnight courier service is sent by overnight courier service. Refusal of      
delivery shall be deemed to constitute a delivery.                              

Section 21    MISCELLANEOUS.                                    

           Except as otherwise required by the laws of any
jurisdiction in which any Collateral is located, the Loan Documents shall be    
deemed to be contracts under the laws of the State of Georgia and shall for all 
purposes be construed in accordance with and governed by the internal laws of   
the State of Georgia, without reference to principles of conflicts of law. The  
rights and remedies herein expressed are cumulative and not exclusive of any    
other rights which the parties would otherwise have. The captions in this       
Agreement are for convenience of reference only and shall not define or limit   
the provisions hereof. This Agreement and any                                   

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amendment hereof may be executed in several counterparts and by each party on a 
separate counterpart, each of which when so executed and delivered shall be an  
original, but all of which together shall constitute one instrument. In proving 
this Agreement, it shall not be necessary to produce or account for more than   
one (1) such counterpart signed by the party against whom enforcement is sought.

Section 22    ENTIRE AGREEMENT, ETC.                        

                      This Agreement, together with the other Loan Documents
and any other documents executed in connection herewith or therewith, expresses 
the entire understanding of the parties with respect to the transactions        
contemplated hereby. Neither this Agreement nor any term hereof may be changed, 
waived, discharged or terminated orally or in writing, except as provided in    
Section 23.                                                                     

Section 23    CONSENTS, AMENDMENTS, WAIVERS, ETC.           

                        (a)     The following may occur with, but only with, the
written consent of the Borrower (unless the Borrower is the party requesting    
such action), and the written consent of the Agent and the Majority Lenders:    

                               1.      except as otherwise provided in Section
23(b), the amendment of any term of this Agreement, the other Loan Documents or 
any other instrument related hereto or mentioned herein.                        

                        (b)     The following specific approval procedures shall
be applicable as follows:                                                       

                                (i)     the rate of interest on and the maturity
of the Notes and this Agreement and the payments of interest or principal       
required under the Notes and this Agreement, and the amount of the Commitments  
of the Lenders hereunder may not be changed without the written consent of the  
Borrower and the written consent of each Lender affected thereby;               

                            (ii)    the Agent may not release Collateral
(other than as set forth in Section 24) from the lien of the Security Documents 
or the Guaranties other than in accordance with the provisions hereof except    
with the approval of the Lenders;                                               

                             (iii)   the definition of Majority Lenders or
Required Lenders may not be amended, without the written consent of all of the  
Lenders;                                                                        

                          (iv)    the provisions and requirements of
Section 11.3, Section 11.5, Section 11.7, Section 11.26, Section 11.29, Section 
11.30 (for amounts equal to or less than $1,000,000.00), Section 11.31, Section 
11.32, Section 11.37, Section 11.40, Section 11.41, Section 11.42 and Section   
11.44 may be waived, suspended or modified by the Agent;                        

                          (v)     the provisions and requirements of
Section 11.2, Section 11.6, Section 11.8, through Section 11.12, Section 11.18, 
Section 11.20, Section 11.21, Section 11.24, Section 11.25, Section 11.27,      
Section 11.28, Section 11.30 (for amounts in                                    

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excess of $1,000,000.00), Section 11.33, Section 11.34, Section 11.36, Section  
11.38, Section 11.39, and Section 11.43 shall not be waived, suspended or       
modified without the written consent of the Majority Lenders;                   

                          (vi)    the provisions and requirements of
Section 11.6 (as to wavier of terms of Subordinations Agreements), Section      
11.14, Section 11.15, Section 11.16, Section 11.17, Section 11.19, Section      
11.22, Section 11.23, and Section 11.35 shall not be waived, suspended or       
modified without the written consent by the Required Lenders;                   

                          (vii)   the provisions and requirements of
Section 11.1, Section 11.4, and Section 11.13 shall not be waived, suspended or 
modified without the written consent of all the Lenders; and                    

                             (viii)  the amount of the Origination Fee and
Agent's Fee payable for the Agent's account and Section 18 may not be amended   
without the written consent of the Agent.                                       

                   (c)     Except as otherwise provided in (a) or (b),
above, the Agent and the Majority Lenders may waive the performance or          
observance by the Borrower of any terms of this Agreement, the other Loan       
Documents or such other instrument or the continuance of any Default or Event of
Default (either generally or in a particular instance and either retroactively  
or prospectively).                                                              

    No waiver shall extend to or affect any obligation not expressly
waived or impair any right consequent thereon. No course of dealing or delay or 
omission on the part of the Agent or any Lender in exercising any right shall   
operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or
demand upon the Borrower shall entitle the Borrower to other or further notice  
or demand in similar or other circumstances.                                    

Section 24    RELEASE OF SECURITY.                          

                   So long as no Default or Event of Default exists or
would result therefrom, the Agent shall release from the lien of the Security   
Documents, by the Agent itself or by its duly appointed attorney-in-fact, any   
Developable Land, Developed Lots, Developed Parcels, Receivables or Unit which  
is sold by the Borrower pursuant to the terms of Section 11.24, promptly        
following the date upon which (i) all net cash proceeds of such sale shall have 
been promptly delivered to the Agent by the closing official, or such other     
person as the Agent may from time to time direct, together with all Receivables,
mortgages, deeds of trust or other Collateral Documents relating thereto, in    
each case accompanied by instruments of assignment and recorded collateral      
assignments in favor of the Agent satisfactory, in form and substance, to the   
Agent; and (ii) the purchaser thereof shall have complied with all the terms and
conditions required to be performed by such purchaser under its agreement with  
the Borrower prior to the delivery of a deed for such portion of the Developable
Land, or such Developed Lot, or Developed Parcel or Unit to such purchaser. The 
requirement to pay net cash proceeds set forth at (i) shall not be applicable to
Properties subject to the provisions of Section 11.24(b).                       

Section 25    CONSENT TO SERVICE.                           

                       (a)     The Borrower hereby irrevocably consents to the
service of the                                                                  

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summons and complaint and any other process in any action or proceeding on      
behalf of Borrower or its property by the hand delivery or mailing of copies of 
such process to Borrower at its address specified in Section 20.                

                   (b)     Nothing in this Section 25 shall affect the
right of the Agent or the Lenders to serve legal process in any other manner    
permitted by law or affect the right of the Agent or any of the Lenders to bring
any action or proceeding against the Borrower or its properties in the courts of
any other jurisdictions.                                                        

Section 26    SEVERABILITY.                                 

                      In the event any provision of this Agreement shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such 
invalidity, illegality or unenforceability shall not affect any other term or   
provision hereof, and this Agreement shall be interpreted and construed as if   
such provision to the extent the same shall have been invalid, illegal or       
unenforceable had never been contained herein. The parties hereto agree that    
they will negotiate in good faith to replace any provision held to be invalid,  
illegal or unenforceable with a valid provision which is as similar as possible 
in substance to the invalid, illegal or unenforceable provision.                

Section 27    WAIVER.                                       

                       The Borrower, the Agent and the Lenders hereby mutually
knowingly, voluntarily, and intentionally waive any right any of them may have  
to a trial by jury in respect of any litigation (including, but not limited to, 
any claims, cross-claims, or third party claims) arising out of, under or in    
connection with the Agreement, the Notes, the Mortgage, the other Loan          
Documents, or the transactions contemplated therein or herein. The Borrower, the
Agent and the Lenders certify to each other party that no representative or     
agent of any party hereto nor counsel of any such party has represented,        
expressly or otherwise, that such party would not, in the event of such         
litigation, seek to enforce this waiver of right to jury trial provision.       

Section 28    RIGHTS OF THIRD PARTIES.                      

                       All conditions to the performance of the obligations of
the Agent and the Lenders under this Agreement, including the obligation to make
Revolving Credit Advances, are imposed solely and exclusively for the benefit of
the Agent and the Lenders. No other Person shall have standing to require       
satisfaction of such conditions in accordance with their terms or be entitled to
assume that the Agent and the Lenders will refuse to make Revolving Credit      
Advances in the absence of strict compliance with any or all conditions. No     
other Person shall, under any circumstances, be deemed to be a beneficiary of   
such conditions. Any and all of the conditions may be freely waived, in whole or
in part, by the Agent and the Lenders at any time if in their sole discretion   
they deem it desirable to do so. In particular, the Agent and the Lenders make  
no representations and assume no obligations as to third parties concerning the 
quality of the construction by the Property Owners of the Projects.             

Section 29    RELATIONSHIP.                                 

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                        The relationship between the Lenders and the Borrower is
solely that of a lender and borrower, and nothing contained herein or in any of 
the other Loan Documents shall in any manner be construed as making the parties 
hereto partners, joint venturers or any other relationship other than lender and
borrower.                                                                       

Section 30    EXISTING CREDIT AGREEMENT WAIVERS AND RELEASE.

                        Agent hereby confirms the waivers previously provided by
the Agent with respect to provisions of the Existing Credit Agreements or the   
Credit Agreement. The Consolidated Group shall execute and deliver in favor of  
Agent, at Closing, a general release of all liabilities whatsoever.             

Section 31    TIME OF THE ESSENCE.                          

         Time is of the essence of this Agreement.

Section 32    SUCCESSORS AND ASSIGNS.                       

                     This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the parties hereto.                    

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                    IN WITNESS WHEREOF, the undersigned have caused this
Agreement to be executed and delivered under seal as of the date first set forth
above.                                                                          

                                   WCI COMMUNITIES, INC., a Delaware corporation

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

                            WATERMARK COMMUNITIES INC., a Delaware
 corporation

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

                          BAY COLONY-GATEWAY, INC., a Delaware
 corporation

               By:/s/ Vivien N. Hastings
                  ----------------------
              Name: Vivien N. Hastings
                  Title: Senior Vice President

                             COMMUNITIES FINANCE COMPANY, a Delaware
               limited liability company

              By:/s/ Steven C. Adelman
                 ---------------------
             Name: Steven C. Adelman
           Title: Vice President

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                   FLEET NATIONAL BANK, as Agent

            By:/s/ Steven P. Selbo
               -------------------
             Name:   Steven P. Selbo
      Title:  Director

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            FLEET SECURITIES, INC.

              By:/s/ Michael P. Hannon
                 ---------------------
             Name: Michael P. Hannon
              Title: Managing Director

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         FLEET NATIONAL BANK

            By:/s/ Steven P. Selbo
                                      ------------------------------------------
             Name:   Steven P. Selbo
      Title:  Director

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                     THE TRAVELERS INSURANCE COMPANY

            By:/s/ Robert M. Mills
               -------------------
           Name: Robert M. Mills
               Title: Investment Officer

                 Columbus Loan Funding, Ltd.

                   By Travelers Asset Management
                International Company, LLC

            By:/s/ Robert M. Mills
               -------------------
           Name: Robert M. Mills
               Title: Investment Officer

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    BANK OF HAWAII

           By:/s/ S. G. Pagliaro
             -----------------
          Name: S. G. Pagliaro
           Title: Vice President

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             AMSOUTH BANK OF FLORIDA

       By:/s/ Sean Davis
                                      ------------------------------------------
      Name: Sean Davis
           Title: Vice President

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                      SUNTRUST BANK, SOUTHWEST FLORIDA

              By:/s/ Michael J. Durain
                 ---------------------
             Name: Michael J. Durain
           Title: Vice President

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   COMERICA BANK

               By:/s/ George W. Jennings
                                      ------------------------------------------
              Name: George W. Jennings
                 Title: First Vice President

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   COLONIAL BANK

            By:/s/ Kenneth N. Kidd
               -------------------
           Name: Kenneth N. Kidd
                  Title: Senior Vice President

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         WACHOVIA BANK, N.A.

        By:/s/ Carl Roeder
           ---------------
       Name: Carl Roeder
                  Title: Senior Vice President

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               FIFTH THIRD BANK, FLORIDA

                By:/s/ Kenneth J. Iglesias
                   -----------------------
               Name: Kenneth J. Iglesias
           Title: Vice President

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      KZH PAMCO, LLC

        By:/s/ Susan Lee
                                       -----------------------------------------
       Name: Susan Lee
               Title: Authorized Agent

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          KZH HIGHLAND-2 LLC

        By:/s/ Susan Lee
           -------------
       Name: Susan Lee
               Title: Authorized Agent

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\                                                                               

             CAPTIVA FINANCE, LTD.

         By:/s/ David Dyer
            --------------
        Name: David Dyer
       Title: Director

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               HIGHLAND LEGACY LIMITED
                             BY: HIGHLAND CAPITAL MANAGEMENT, L.P.
             AS COLLATERAL MANAGER

           By:/s/ Todd Travers
              ----------------
          Name: Todd Travers
                       Title: Senior Portfolio Manager

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          SRV-HIGHLAND, INC.

              By:/s/ Kelly C. Walker
                 -------------------
             Name: Kelly C. Walker
             Title: Vice President

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                 FIRST UNION NATIONAL BANK

              By:/s/ James S. Howard
                 -------------------
             Name: James S. Howard
                    Title: Senior Vice President

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       BANKUNITED, FSB

             By:/s/ Clay F. Wilson
                ------------------
            Name: Clay F. Wilson
                    Title: Senior Vice President

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                           BANK UNITED, a Federal Savings Bank

            By:/s/ Peter Feldman
               -----------------
           Name: Peter Feldman
                       Title: Assistant Vice President

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                     GUARANTY FEDERAL BANK, F.S.B.

         By:/s/ Paul Pirok
            --------------
        Name: Paul Pirok
                    Title: Senior Vice President

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                           ELC (CAYMAN) LTD. CDO SERIES 1999-I

                By:/s/ John W. Stelwagon
                   ---------------------
               Name: John W. Stelwagon
             Title: Vice President

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                 ELC (CAYMAN) LTD. 1999-II

                By:/s/ John W. Stelwagon
                   ---------------------
               Name: John W. Stelwagon
             Title: Vice President

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                  ELC (CAYMAN) LTD. 1999-III

                By:/s/ John W. Stelwagon
                   ---------------------
               Name: John W. Stelwagon
             Title: Vice President

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                 UNION PLANTERS BANK, N.A.

               By:/s/ Donald F. Smiley
                  --------------------
              Name: Donald F. Smiley
                    Title: Senior Vice President

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                TRYON CLO, LTD. 2000 - I

                By:/s/ John W. Stelwagon
                   ---------------------
               Name: John W. Stelwagon
             Title: Vice President

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                  ELC (Cayman) LTD. 2000 - I

                By:/s/ John W. Stelwagon
                   ---------------------
               Name: John W. Stelwagon
             Title: Vice President

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               APEX (IDM) CDO I, LTD.,

                By:/s/ John W. Stelwagon
                   ---------------------
               Name: John W. Stelwagon
             Title: Vice President

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                              SALOMON BROTHERS HOLDING COMPANY, INC.

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

129                                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
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		1/31/02		45
Filed on:		4/6/01
		2/20/01		1
		4/26/00		11		26
		4/25/00		22
		1/1/00		32		74
		12/31/99		55
		6/29/99		11
		12/31/98		73
		12/23/98		26
		11/30/98		10
		10/27/98		10
		4/27/98		10
		10/6/97		10
		8/22/97		10
		2/18/97		10
		2/17/97		13
		8/8/96		31
		8/31/95		10
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