ANDIndenture • November 5th, 2003 • Wci Communities Inc • Operative builders • New York
EXHIBIT 3.49 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • April 6th, 2001 • Wci Communities Inc • Delaware
5,735,661 SHARES WCI COMMUNITIES, INC. COMMON STOCK ($0.01 PAR VALUE)Underwriting Agreement • November 24th, 2003 • Wci Communities Inc • Operative builders • New York
EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 10, 2005Registration Rights Agreement • March 11th, 2005 • Wci Communities Inc • Operative builders • New York
A/B EXCHANGERegistration Rights Agreement • April 6th, 2001 • Wci Communities Inc • New York
1 Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT STATEMENT (Alfred Hoffman, Jr.) THIS AGREEMENT is made as of January 1, 1999, by and between WATERMARK COMMUNITIES INC., a Delaware Corporation ("Employer") and ALFRED HOFFMAN, JR. ("Employee"). R E C I T...Employment Agreement • April 6th, 2001 • Wci Communities Inc
ANDIndenture • March 11th, 2005 • Wci Communities Inc • Operative builders • New York
RECITALSStock Option Agreement • March 2nd, 2005 • Wci Communities Inc • Operative builders • Florida
UBS WARBURG LLCPurchase Agreement • April 6th, 2001 • Wci Communities Inc • New York
JUNIOR SUBORDINATED INDENTURE between WCI COMMUNITIES, INC. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as TrusteeJunior Subordinated Indenture • May 10th, 2006 • Wci Communities Inc • Operative builders • New York
JUNIOR SUBORDINATED INDENTURE, dated as of February 3, 2006, between WCI COMMUNITIES, INC., a Delaware corporation (the “Company”), and JPMORGAN CHASE BANK, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).
RECITALSEmployment Agreement • April 6th, 2001 • Wci Communities Inc
RIGHTS AGREEMENT WCI COMMUNITIES, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of January 30, 2007Rights Agreement • February 2nd, 2007 • Wci Communities Inc • Operative builders • Delaware
Rights Agreement, dated as of January 30, 2007 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between WCI Communities, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”).
1 Exhibit 9.3 SECOND AMENDMENT TO INVESTORS' AGREEMENT This Second Amendment to Investors' Agreement ("Second Amendment") is made and entered into effective as of August 27, 2001, by and among the following: Communities Investor Corp., a Delaware...Investors' Agreement • September 6th, 2001 • Wci Communities Inc • Operative builders
Exhibit 9.2 FIRST AMENDMENT TO INVESTORS' AGREEMENT This First Amendment to Investor Agreement ("First Amendment") is entered into as of February 23, 1999, by and among the following: Communities Investor Corp., a Delaware corporation (the "CIC") and...Investor Agreement • April 6th, 2001 • Wci Communities Inc
WCI COMMUNITIES, INC. AND THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO 16% SENIOR SECURED NOTES DUE 2013 FORM OF INDENTURE Dated as of August 5, 2008 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC TrusteeIndenture • July 8th, 2008 • Wci Communities Inc • Operative builders • New York
INDENTURE dated as of August 5, 2008 between WCI Communities, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed on the signature pages hereto (collectively, the “Guarantors”) and American Stock Transfer & Trust Company, LLC, a New York corporation, as trustee (the “Trustee”).
6,900,000 Shares WCI COMMUNITIES, INC. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2002 • Wci Communities Inc • Operative builders • New York
UBS Warburg LLC Credit Suisse First Boston Corporation Deutsche Banc Alex Brown Inc. as Managing Underwriters 299 Park Avenue New York, New York 10171-0026
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2002 • Wci Communities Inc • Operative builders • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2002, among WCI COMMUNITIES, INC., a Delaware corporation (the “Company”), Don E. Ackerman (“Ackerman”), Alfred Hoffman, Jr. (“Hoffman”), Citicorp Venture Capital (“Citicorp”), John D. and Catherine T. MacArthur Foundation (“MacArthur Foundation”) and Kamehameha Activities Association (“Kamehameha” and together with Citicorp and the MacArthur Foundation, the “Business Investor Group”) and the various signatories on the signature page hereto. Each of Ackerman, the Ackerman Estate, Hoffman, the Hoffman Estate, Citicorp, MacArthur Foundation and Kamehameha are referred to herein as an “Investor.” The Company and the Investors are hereinafter collectively referred to as the “Parties.”
EXHIBIT 10.1 [Published CUSIP Number: ________________] SENIOR UNSECURED REVOLVING CREDIT AGREEMENT Dated as of August 13, 2004Senior Unsecured Revolving Credit Agreement • November 2nd, 2004 • Wci Communities Inc • Operative builders • New York
AMENDMENT TO SEVERANCE AND NONSOLICATION AGREEMENTSeverance and Nonsolicitation Agreement • March 17th, 2008 • Wci Communities Inc • Operative builders
THIS AMENDMENT (this “Amendment”), effective as of August 10, 2007, by and between WCI Communities, Inc., a Delaware corporation (the “Company”), and (the “Executive”), amends that certain Severance and Nonsolicitation Agreement, dated as of , 2002, by and between the Company and the Executive, as heretofore amended (the “Severance Agreement”).
PURCHASE AGREEMENT among WCI COMMUNITIES, INC. and TABERNA PREFERRED FUNDING II, LTD. and MERRILL LYNCH INTERNATIONALPurchase Agreement • October 3rd, 2005 • Wci Communities Inc • Operative builders • New York
Pursuant to Section 3(f) of the Purchase Agreement, Gardere Wynne Sewell LLP, special counsel for the Trustee, shall deliver an opinion to the effect that:
WCI COMMUNITIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 1st, 2004 • Wci Communities Inc • Operative builders • Delaware
THIS INDEMNIFICATION AGREEMENT, dated as of , is between WCI COMMUNITIES, INC., a Delaware corporation (the “Company”) and (“Indemnitee”).
among WCI COMMUNITIES, INC. and BAY COLONY-GATEWAY, INC. AS BORROWER, and WACHOVIA BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT AND A LENDER, and BANK OF AMERICA, N.A., AMSOUTH BANK, SUNTRUST BANK, BANK UNITED, F.S.B., GUARANTY BANK, NATIONAL...Revolving Credit Construction Loan Agreement • March 2nd, 2005 • Wci Communities Inc • Operative builders • Georgia
WCI COMMUNITIES, INC. STOCK APPRECIATION RIGHT AGREEMENT of WCI Communities, Inc.Stock Appreciation Right Agreement • April 17th, 2006 • Wci Communities Inc • Operative builders • Florida
This Stock Appreciation Right Agreement (“SAR Agreement”) is entered into effective as of the day of 2006 (the “SAR Grant Date”) by and between WCI Communities, Inc., a Delaware Corporation (the “Company”) and (the “Participant”).
SEVERANCE AND NONSOLICITATION AGREEMENTSeverance and Nonsolicitation Agreement • March 17th, 2008 • Wci Communities Inc • Operative builders • Florida
THIS AGREEMENT is made and entered into on this 19th day of March, 2007, by and between WCI COMMUNITIES, INC. (“WCI”), a Delaware corporation, and Name (the “Employee”).
SEVERANCE AND NONSOLICITATION AGREEMENTSeverance and Nonsolicitation Agreement • March 17th, 2008 • Wci Communities Inc • Operative builders • Florida
THIS AGREEMENT is made and entered into on this day of , 2002, by and between WCI COMMUNITIES, INC. (“WCI”), a Delaware corporation, and (the “Executive”).
WCI COMMUNITIES, INC. STOCK APPRECIATION RIGHTS AGREEMENT under theStock Appreciation Rights Agreement • May 8th, 2007 • Wci Communities Inc • Operative builders • Florida
This Stock Appreciation Rights Agreement (this “Agreement”) evidences the terms and conditions of an award granted on March 2, 2007 the (“Grant Date”) by WCI Communities, Inc., a Delaware corporation (the “Company”) to «First_Name» «Last_Name» (“Participant”).
WCI COMMUNITIES, INC. PERFORMANCE-CONDITIONED RESTRICTED STOCK UNIT AGREEMENT under thePerformance-Conditioned Restricted Stock Unit Agreement • May 8th, 2007 • Wci Communities Inc • Operative builders • Florida
This Performance-Conditioned Restricted Stock Unit Agreement (this “Agreement”) evidences the terms and conditions of an award granted on March 2, 2007 the (“Grant Date”) by WCI Communities, Inc., a Delaware corporation (the “Company”) to «First_Name» «Last_Name» (“Participant”).
RECITALS:Severance and Nonsolicitation Agreement • August 14th, 2002 • Wci Communities Inc • Operative builders • Florida
AGREEMENT (Charles E. Cobb, Jr.)Director Agreement • February 28th, 2007 • Wci Communities Inc • Operative builders • Florida
This AGREEMENT (the “Agreement”) is dated as of December 13, 2006, by and between WCI Communities, Inc. (the “Company”) and Charles E. Cobb, Jr. (the “Director”).
SEVERANCE AND NONSOLICITATION AGREEMENTSeverance and Nonsolicitation Agreement • May 8th, 2009 • Wci Communities Inc • Operative builders • Florida
THIS AGREEMENT is made and entered into on this 22nd day of November, 2008, by and between WCI COMMUNITIES, INC. (“WCI”), a Delaware corporation, and Russell Devendorf, (the “Employee”).
EXECUTIVE TERMINATION AND SEVERANCE AGREEMENTExecutive Termination and Severance Agreement • August 3rd, 2005 • Wci Communities Inc • Operative builders • Florida
THIS EXECUTIVE TERMINATION AND SEVERANCE AGREEMENT is made and entered effective as of the 16th day of March, 2005, by and between WCI Communities, Inc., a Delaware corporation, (the “Company”) and Jerry L. Starkey (hereinafter referred to as the “Executive”) and supersedes and replaces any prior severance or change in control agreements between the Parties.
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • August 21st, 2007 • Wci Communities Inc • Operative builders • Delaware
This SECOND AMENDMENT TO RIGHTS AGREEMENT dated August 20, 2007 (the “Second Amendment”), is between WCI Communities, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”). Capitalized terms used but not defined in this Second Amendment shall have the meanings assigned to such terms in the Rights Agreement (as defined below).
AMONG WCI COMMUNITIES, INC. AS BORROWER ANDSenior Secured Facilities Credit Agreement • April 6th, 2001 • Wci Communities Inc
FORM OF SECURITY AGREEMENTSecurity Agreement • July 22nd, 2008 • Wci Communities Inc • Operative builders • New York
THIS THIRD LIEN SECURITY AGREEMENT, dated as of [ ], 2008 (this “Security Agreement”), by and among the undersigned (individually, a “Debtor,” collectively, the “Debtors”), and Wilmington Trust Company, as collateral agent (in such capacity, the “Secured Party”), for the benefit of the Holders (as defined in the Indenture (as defined below)).
As of March 17, 2008 Bank of America, N.A., as Administrative Agent Bank of America, N.A.Senior Secured Revolving Credit Agreement • March 19th, 2008 • Wci Communities Inc • Operative builders
