CONSOLIDATED, AMENDED AND RESTATED REVOLVING CREDIT CONSTRUCTION LOAN AGREEMENT

Construction Loan Agreement

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WCI COMMUNITIES INC | BAY COLONY-GATEWAY, INC. | BANK OF AMERICA, N.A., | AMSOUTH BANK | KEYBANK, NATIONAL ASSOCIATION | GUARANTY BANK | WACHOVIA CAPITAL MARKETS, LLC | BANC OF AMERICA SECURITIES LLC

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Title: CONSOLIDATED, AMENDED AND RESTATED REVOLVING CREDIT CONSTRUCTION LOAN AGREEMENT
Governing Law: Florida Date: 3/2/2005
Industry: BLDSRV Law Firm: Shutts & Bowen, LLP; Morris, Manning & Martin, LLP

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EXHIBIT 10.22

SECOND CONSOLIDATED, AMENDED AND RESTATED

REVOLVING CREDIT CONSTRUCTION LOAN AGREEMENT

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 CITY BANK

AND KEYBANK, NATIONAL ASSOCIATION,

AS LENDERS

and

WACHOVIA CAPITAL MARKETS, LLC, AS CO-LEAD ARRANGER

and

BANK OF AMERICA, N.A., AS SYNDICATION AGENT

and

BANC OF AMERICA SECURITIES LLC, AS CO-LEAD ARRANGER

Dated as of December 31, 2004

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SECOND CONSOLIDATED, AMENDED AND RESTATED

REVOLVING CREDIT CONSTRUCTION LOAN AGREEMENT

THIS SECOND CONSOLIDATED, AMENDED AND RESTATED REVOLVING CREDIT

CONSTRUCTION LOAN AGREEMENT (this "Agreement") is made as of the 31st day of

December, 2004, by and among WCI COMMUNITIES, INC., a Delaware corporation

("WCI"), and BAY COLONY-GATEWAY, INC., a Delaware corporation ("BCG"), each

having its principal place of business at 24301 Walden Center Drive, Bonita

Springs, Florida 34134, Attention: Legal Department (WCI and BCG being

hereinafter jointly and severally, collectively and singularly referred to as

"Borrower"); WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association

("Wachovia"), having an address of 5801 Pelican Bay Boulevard, Naples, Florida

34108, Attention: James Howard, BANK OF AMERICA, N.A., a national banking

association ("BOA"), AMSOUTH BANK, an Alabama state chartered bank, SUNTRUST

BANK, a Georgia corporation, BANK UNITED, F.S.B., a federal savings bank,

GUARANTY BANK, a federal savings bank, NATIONAL CITY BANK, and KEYBANK NATIONAL

ASSOCIATION, a national banking association, together with certain other lending

institutions which may become parties hereto pursuant to Section 20.13 (Wachovia

and the foregoing lending institutions are collectively referred to herein as

the "Lenders" and individually as "Lender"); WACHOVIA BANK, NATIONAL

ASSOCIATION, as Administrative Agent ("Agent") for itself and the other Lenders;

WACHOVIA CAPITAL MARKETS, LLC, as Co-Lead Arranger; BANK OF AMERICA, N.A., as

Syndication Agent; and BANC OF AMERICA SECURITIES LLC, as Co-Lead Arranger.

R E C I T A L S:

WHEREAS, Fleet National Bank ("Fleet"), individually and as Agent,

Borrower and the Lenders (excluding BOA) entered into that certain Consolidated,

Amended and Restated Revolving Credit Construction Loan Agreement dated as of

March 30, 2004 (the "First Loan Agreement"), pursuant to which the Lenders

agreed to make available construction loans to the Borrower in an amount up to

$290,000,000.00; and

WHEREAS, Fleet assigned the agency under the First Loan Agreement to

Wachovia pursuant to that certain Assignment and Assumption of Agency with

respect to Consolidated, Amended and Restated Revolving Credit Construction Loan

Agreement and Other Loan Documents dated as of October 1, 2004; and

WHEREAS, Fleet assigned its Commitment under the First Loan Agreement to

BOA pursuant to that certain Assignment and Acceptance Agreement dated as of

October 1, 2004; and

WHEREAS, the First Loan Agreement makes reference in certain provisions to

the defined term "Senior Unsecured Revolving Credit Agreement" which is defined

as that certain Senior Unsecured Revolving Credit Agreement dated as of June 28,

2002, among WCI as "Borrower", Fleet National Bank and certain other lending

institutions as "Lenders", Fleet National Bank, as "Lead Agent", Wachovia Bank,

N.A., as "Syndication Agent", and Fleet

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Securities, Inc., and Wachovia Bank, N.A., as "Co-Lead Arrangers", as amended,

modified, renewed or consolidated from time to time; and

WHEREAS, the Senior Unsecured Revolving Credit Agreement was replaced by

that certain Senior Unsecured Revolving Credit Agreement dated as of August 13,

2004, among WCI as "Borrower", BOA as "Administrative Agent", "Swing Line

Lender" and an "L/C Issuer", the other "Lenders" party thereto, Wachovia as

"Syndication Agent", KeyBank National Association and Bank One, NA, as

"Co-Documentation Agents" and Banc of America Securities LLC and Wachovia

Capital Markets, LLC as "Joint Lead Arrangers" and "Joint Book Managers" (the

"BOA Senior Credit Agreement"); and

WHEREAS, Agent, the Lenders and the Borrower desire to amend the First

Loan Agreement so that all references to the Senior Unsecured Revolving Credit

Agreement shall now refer to the BOA Senior Credit Agreement, and to amend

certain other provisions of the First Loan Agreement;

NOW, THEREFORE, for and in consideration of the mutual benefits to be

received by the parties hereto and for other good and valuable consideration,

the receipt, adequacy and sufficiency of which are hereby expressly acknowledged

by the parties hereto, the parties do hereby amend and restate the First Loan

Agreement in its entirety and covenant and agree as follows:

ARTICLE 1

DEFINITIONS AND RULES OF INTERPRETATION.

1.1 DEFINITIONS. The following terms shall have the meanings set forth in

this Section 1.1 or elsewhere in the provisions of this Agreement or other Loan

Documents referred to below:

ACCORDION NOTE. That certain Renewal Replacement Revolving Line of Credit

Note (Accordion) dated as of March 30, 2004, made by Borrower payable to the

order of Fleet National Bank, in the face principal amount of $50,000,000.00,

transferred by Allonge to Wachovia Bank, National Association, as of October 1,

2004, and any replacement notes therefor, to be held in accordance with the

provisions of Section 2.4 of this Agreement.

ADDITIONAL COMMITMENT LENDER. See Section 4.6.4 of this Agreement.

ACT. See Article 35 of this Agreement.

ACTUAL KNOWLEDGE. See Section 20.10.1 of this Agreement.

ADA. See Section 11.10 of this Agreement.

ADJUSTED PROJECT COSTS. Project Costs less Required Equity Funds and

Escrow Deposits used in construction.

ADJUSTED TANGIBLE NET WORTH. As defined in the Senior Unsecured Revolving

Credit Agreement.

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ADVANCE. Any disbursement of the proceeds of the Loan made or to be made

by the Lenders pursuant to the terms of this Agreement.

AFFILIATE. As applied to any Person, any other Person that directly, or

indirectly through one or more intermediaries, Controls, or is Controlled by, or

is under common Control with the Person specified.

AGENT. See preamble.

AGENT'S OFFICE. Agent's address as set forth in Article 23, or such other

address as Agent may from time to time notify Borrower and the Lenders of.

AGREEMENT. This Second Consolidated, Amended and Restated Revolving Credit

Construction Loan Agreement, including the Exhibits and Schedules attached

hereto, as amended, modified consolidated, supplemented or restated from time to

time.

APPLICABLE RATE. At the time of determination thereof, a percentage per

annum determined by the Pricing Level in effect on such date as shown below:

<TABLE>

Senior

Pricing Leverage Unsecured Eurodollar

Level Ratio Debt Rating Rate Base Rate Unused Fee

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

1 N/A BBB-/Baa3 1.00% 0.00% 0.20%

or better

2 Less than N/A 1.05% 0.00% 0.25%

or equal

to 1.0:1

3 Greater N/A 1.25% 0.00% 0.275%

than

1.0:1 but

less than

or equal

to 1.25:1

4 Greater N/A 1.50% 0.00% 0.275%

than

1.25:1

but less

than or

equal to

1.75:1

5 Greater N/A 1.75% 0.00% 0.30%

than

1.75:1

but less

than or

equal to

2.0:1

6 Greater N/A 2.00% 0.00% 0.35%

than 2.0:1

</TABLE>

Initially, the Applicable Rate shall be set at Level 4. Upon delivery of

the Compliance Certificate pursuant to Section 9.6.3, after the end of each

Fiscal Quarter (commencing with the Compliance Certificate delivered for the

Fiscal Quarter ending December 31, 2004), the Applicable Rate shall

automatically be adjusted to the rate corresponding to the Leverage Ratio set

forth in the table above, such automatic adjustment to take effect on the last

day that the

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Compliance Certificate was required to be delivered, and shall remain in effect

until subsequently adjusted in accordance herewith upon the delivery of each

such subsequent Compliance Certificate. If Borrower fails to deliver such

Compliance Certificate with respect to any Fiscal Quarter within the period of

time required by Section 9.6.3, then the Applicable Rate shall automatically be

adjusted to that set forth in Level 6 as of the first (1st) Business Day after

the date on which such Compliance Certificate was required to be delivered until

Borrower delivers such Compliance Certificate with respect to such Fiscal

Quarter. Notwithstanding the foregoing, (a) for so long as WCI maintains an

Investment Grade Rating, the Applicable Rate as of any date of determination

thereof shall be set at Level 1, and (b) at all times while an Event of Default

exists, the Applicable Rate shall be set at Level 6. In the event that the Debt

Ratings are not equivalent, the Applicable Rate shall be based on the two (2)

highest Debt Ratings. Each change in the Applicable Rate resulting from a

publicly announced change in the Debt Rating shall be effective, in the case of

an upgrade, during the period commencing on the date of delivery by Borrower to

Agent of notice thereof pursuant to Section 9.7.6(c) and ending on the date

immediately preceding the effective date of the next such change and, in the

case of a downgrade, during the period commencing on the date of the public

announcement thereof and ending on the date immediately preceding the effective

date of the next such change.

APPRAISALS. Collectively, those certain MAI appraisals of the Projects,

determined on a fair market value basis, prepared in accordance with all

applicable Federal banking regulations by a qualified independent appraiser

approved by Agent.

APPRAISED VALUE. The "Discounted Bulk Sales Value" of a Project or

Proposed Project determined by the most recent Appraisal of such parcel or

update, subject, however, to such changes or adjustments to the value determined

thereby as may be required by the appraisal department of the Agent in its good

faith business judgment.

ARCHITECTS. Collectively, the architects selected by Borrower with respect

to the design of the Projects and described on Part III of the Project Schedules

attached hereto as Exhibit A.

ARCHITECTS' CONTRACTS. Collectively, the contracts between Borrower and

the Architects.

ARRANGERS. Each of BAS and WCM in its capacity as Co-Lead Arranger.

ASSIGNMENT AND ACCEPTANCE. See Section 20.13.1(e) of this Agreement.

ASSIGNMENTS OF PROJECT DOCUMENTS. Collectively, the Collateral Assignments

of Project Documents made by Borrower in favor of Agent, including, without

limitation, the Consolidated, Amended and Restated Collateral Assignment of

Project Documents, dated as of March 30, 2004, pursuant to which Borrower

assigns and grants a security interest in Borrower's right, title and interest

in and to the Architects' Contracts, the Construction Contracts, the Plans and

Specifications and the Project Approvals, as the same may be modified or

amended.

ASSIGNMENTS OF SALES CONTRACTS. Collectively, the Collateral Assignments

of Residence Purchase Agreements made by Borrower in favor of Agent, including,

without limitation, the Consolidated, Amended and Restated Collateral

Assignments of Residence Purchase Agreements, dated as of March 30, 2004,

pursuant to which Borrower assigns all of the sellers'

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rights, title and interest in and to the Sales Contracts, the Escrow Deposits

and all proceeds, issues and profits therefrom, as the same may be modified or

amended.

AUDITED FINANCIAL STATEMENTS. The audited consolidated balance sheet of

WCI and its Subsidiaries for the fiscal year ended December 31, 2003, and the

related consolidated statements of income or operations, shareholders' equity

and cash flows for such fiscal year of WCI and its Subsidiaries, including the

notes thereto.

BAS. Banc of America Securities LLC and its successors.

BASE RATE. For any day, a fluctuating rate per annum equal to the higher

of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in

effect for such day as publicly announced from time to time by Agent as its

"prime rate." The "prime rate" is a rate set by Agent based upon various factors

including Agent's costs and desired return, general economic conditions and

other factors, and is used as a reference point for pricing some loans, which

may be priced at, above, or below such announced rate. Any change in such rate

announced by Agent shall take effect at the opening of business on the day

specified in the public announcement of such change.

BASE RATE ADVANCE. Any Advance or portion of an Advance that bears

interest based at the Base Rate.

BCG. See preamble.

BOA. See preamble.

BORROWER. See preamble.

BORROWER MATERIALS. See Section 9.6 of this Agreement.

BORROWER'S REQUEST TO ADD PROPOSED PROJECT. See Section 2.5.2(a) of this

Agreement.

BORROWER'S REQUISITION FOR ADVANCE. See Section 3.1 of this Agreement.

BORROWING BASE. At any time of determination, the sum of the following:

(a) Project Costs. One hundred percent (100%) of the aggregate

Adjusted Project Costs; provided, that on and after the date that is ninety (90)

days after the Completion Date for Improvements at a Project, the Adjusted

Project Costs for such Project shall be excluded from computation in the

Borrowing Base under this subparagraph (a) and shall thereafter be included

under subparagraph (b) or (c) below; plus

(b) Sold Units. With respect to Units subject to Sales Contracts

(but not yet closed) and as to which ninety (90) days have elapsed from the

Completion Date for the Improvements in which such Units are located,

seventy-five percent (75%) of the Adjusted Project Costs incurred by Borrower

with respect thereto; provided, that such Adjusted Project Costs shall be

excluded from computation in the Borrowing Base under this subparagraph (b) on

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and after the date that is one hundred eighty (180) days from the Completion

Date and shall thereafter be included in subparagraph (c) below; plus

have elapsed from the Completion Date for the Improvements in which such Units

are located, fifty percent (50%) of the Adjusted Project Costs incurred by

Borrower with respect thereto; provided, that such Adjusted Project Costs shall

be excluded from computation in the Borrowing Base under this subparagraph (c)

on and after the date that is one (1) year from the Completion Date;

provided, however, that:

(i) the cost basis for any Borrowing Base asset

described in subparagraphs (b) and (c) above shall not exceed its net realizable

value determined in accordance with GAAP;

(ii) 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

(iii) the portion of the Borrowing Base attributable to

subparagraph (c) above shall not at any time exceed fifteen percent (15%) of the

total amount of the Borrowing Base.

BORROWING BASE REPORT. A report with respect to the Borrowing Base in the

form attached hereto as Exhibit G and by this reference incorporated herein, or

in such other form and substance as may be reasonably requested by Agent,

including a certificate signed by an authorized officer of Borrower showing a

calculation of the Borrowing Base and attaching all documentation used in such

calculation.

BUSINESS DAY. Any day other than a Saturday, Sunday, or other day on which

commercial banks are authorized or required to close under the Laws of the state

where the Agent's Office is located and the Laws of the United States of

America, and if the applicable day relates to a Eurodollar Rate Advance or an

Interest Period for a Eurodollar Rate Advance, the day on which dealings in

Dollar deposits are also carried on in the London interbank eurodollar market

and banks are open for business in London.

CERCLA. See Section 8.15.1 of this Agreement.

CHANGE OF CONTROL. An event or series of events by which:

(a) any "person" or "group" (as such terms are used in

Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding

any employee benefit plan of such person or its subsidiaries, and any person or

entity acting in its capacity as trustee, agent or other fiduciary or

administrator of any such plan) other than a Principal becomes the "beneficial

owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of

1934, except that a person or group shall be deemed to have "beneficial

ownership" of all securities that such

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person or group has the right to acquire (such right, an "option right"),

whether such right is exercisable immediately or only after the passage of

time), directly or indirectly, of fifty percent (50%) or more of the equity

securities of Borrower entitled to vote for members of the board of directors or

equivalent governing body of Borrower on a fully-diluted basis (and taking into

account all such securities that such person or group has the right to acquire

pursuant to any option right); or

(b) during any period of twelve (12) consecutive months, a

majority of the members of the board of directors or other equivalent governing

body of Borrower cease to be composed of individuals (i) who were members of

that board or equivalent governing body on the first day of such period, (ii)

whose election or nomination to that board or equivalent governing body was

approved by individuals referred to in clause (i) above constituting at the time

of such election or nomination at least a majority of that board or equivalent

governing body or (iii) whose election or nomination to that board or other

equivalent governing body was approved by individuals referred to in clauses (i)

and (ii) above constituting at the time of such election or nomination at least

a majority of that board or equivalent governing body (excluding, in the case of

both clause (ii) and clause (iii), any individual whose initial nomination for,

or assumption of office as, a member of that board or equivalent governing body

occurs as a result of an actual or threatened solicitation of proxies or

consents for the election or removal of one or more directors by any person or

group other than a solicitation for the election of one or more directors by or

on behalf of the board of directors); or

Persons other than Principals acting in concert shall have acquired by contract

or otherwise, or shall have entered into a contract or arrangement that, upon

consummation thereof, will result in its or their acquisition of the power to

exercise, directly or indirectly, a controlling influence over the management or

policies of Borrower, or control over the equity securities of Borrower entitled

to vote for members of the board of directors or equivalent governing body of

Borrower on a fully-diluted basis (and taking into account all such securities

that such Person or group has the right to acquire pursuant to any option right)

representing fifty percent (50%) or more of the combined voting power of such

securities; or

(d) for any reason a "change in control" or similar event

shall occur as provided in any agreement governing any "Senior Notes", any

"Senior Subordinated Notes", or any "Subordinated Debt", as such terms are

defined in the Senior Unsecured Revolving Credit Agreement.

CLOSING DATE. December 31, 2004.

CODE. The Internal Revenue Code of 1986, as amended.

COLLATERAL. All of the property, rights and interests of Borrower that are

subject to the security interests, assignments, and Liens created by the

Security Documents, including, without limitation, the Projects and Sales

Contracts.

COMMITMENT. With respect to each Lender, the obligation to make loans to

Borrower under this Agreement up to the amount set forth on Schedule 1.1 as the

amount of such Lender's

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commitment to make loans to Borrower, as the same may be reduced from time to

time or increased from time to time in accordance with Section 2.4 hereof.

COMPLETION DATE. With respect to each Project, the date the Certificate of

the applicable surveyor that the Improvements have been completed is recorded in

the official records of the county in which the Project is located in accordance

with Fla. Stat. Sections 718.104(4)(e) (or the substantial equivalent to such

certificate in any other applicable state is filed or recorded in accordance

with such state's Requirements).

COMPLIANCE CERTIFICATE. A certificate substantially in the form of Exhibit

CONDOMINIUM ACT. As to Projects located in the State of Florida, the

Florida Condominium Act, Fla. Stat. Ch. 718 (2003), as amended from time to

time, and as to Projects located outside the State of Florida, the condominium

act of such state applicable to such Project, as each such act is amended from

time to time.

CONFIDENTIAL INFORMATION. See Section 20.26 of this Agreement.

CONSOLIDATED GROUP. Collectively, Borrower and its Subsidiaries.

CONSTRUCTION CONTRACTS. Collectively, the contracts between Borrower and

each of the Contractors, providing for the construction of each of the

Improvements on their respective Land.

CONSTRUCTION INSPECTOR. At Agent's option, either a qualified officer or

employee of Agent or consulting architects, engineers or inspectors appointed by

Agent from time to time.

CONSTRUCTION SCHEDULES. Collectively, the schedules of the estimated dates

of commencement and completion of construction of each of the respective

Improvements, prepared by each of the respective Contractors, approved by Agent

and contained in Part VI of the Project Schedules attached hereto as Exhibit A.

CONTINGENCY RESERVES. Collectively, the amounts allocated as contingency

reserves in each of the Project Budgets, to be advanced only in accordance with

the provisions of Section 2.11 hereof.

CONTRACTORS. Collectively, the general contractors selected by Borrower

with respect to the construction of the Projects and described in Part II of the

Project Schedules attached hereto as Exhibit A.

CONTROL. The possession, directly or indirectly, of the power to direct or

cause the direction of the management or policies of a Person, whether through

the ability to exercise voting power, by contract or otherwise. CONTROLLING and

CONTROLLED have meanings correlative thereto.

CONVERT, CONVERSION and CONVERTED. The conversion of Base Rate Advances or

Eurodollar Rate Advances to another Type of Advance.

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CORE BUSINESSES. The business of planning, designing, engineering,

developing, constructing, marketing, selling, financing, managing and operating

real estate including business and commercial projects, office buildings,

residential subdivisions, condominiums (including low-, mid- and high-rise

condominiums), villa developments, single family residences, timeshares, hotels,

and related amenity improvements, which include golf clubs, marinas, tennis

facilities, and restaurants. In connection with the activities described above,

the Consolidated Group engages in planning, designing and engineering, land

development, construction/home building, marketing, real estate sales and

brokerage, mortgage brokerage and finance, title insurance, property management,

management of homeowner/condominium associations, fee based property development

and construction management services, real estate franchise brokerage business

and the operation of golf clubs, restaurants, marinas, conservation areas, rest

areas, hotels and health care facilities. The Consolidated Group may also engage

in various service business activities ancillary to and consistent with its

ownership and operation of real estate, such as pest control and security

services.

CUSTOMARY CLOSING COSTS. Reasonable and customary closing costs and

commissions paid for at the time of the closing of the sale of Units, not to

exceed in the aggregate six percent (6%) of the Total Price of each such Unit.

DEBTOR RELIEF LAWS. The Bankruptcy Code of the United States, and all

other liquidation, conservatorship, bankruptcy, assignment for the benefit of

creditors, moratorium, rearrangement, receivership, insolvency, reorganization,

or similar debtor relief Laws of the United States or other applicable

jurisdictions from time to time in effect and affecting the rights of creditors

generally.

DEBT RATING. As of any date of determination by a Rating Agency, (a) the

rating of the Obligations under this Agreement, or (b) if such Rating Agency

does not publicly announce the rating described in clause (a) above, the rating

of the obligations under the Senior Unsecured Revolving Credit Agreement, or (c)

if such Rating Agency does not publicly announce the rating described in clauses

(a) or (b) above, such Rating Agency's rating of Borrower's non-credit-enhanced

senior unsecured long term debt, or (d) if such Rating Agency does not publicly

announce the rating described in clauses (a), (b) or (c) above, such Rating

Agency's publicly announced corporate rating of WCI.

DEFAULT. A condition or event which, with either notice or passage of time

or both, would constitute an Event of Default.

DEFAULT RATE. When used with respect to Obligations other than Eurodollar

Rate Advances, an interest rate equal to (a) the Base Rate plus (b) the

Applicable Rate, if any, applicable to Base Rate Advances plus (c) four percent

(4%) per annum; provided, however, that with respect to a Eurodollar Rate

Advance, the Default Rate shall be an interest rate equal to the interest rate

(including any Applicable Rate) otherwise applicable to such Advance plus four

percent (4%) per annum.

DEFAULTED ADVANCE. See Section 20.14.1 of this Agreement.

DEFAULTING LENDER. See Section 20.14.1 of this Agreement.

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DIRECT COSTS. With respect to each Project, the costs of the Land, the

Personal Property, and all labor, materials, fixtures, machinery and equipment

required to construct, equip and complete the Improvements in accordance with

the Plans and Specifications, including, without limitation, the line item cost

breakdown of "Direct Costs" by Construction Contract trades, job and

subcontractors, as set forth in each Project Budget.

DISTRIBUTIONS. The declaration or payment of any distribution of cash or

cash flow from the Projects to Borrower or to the shareholders of Borrower.

DOLLAR OR $. Lawful money of the United States of America.

DRAWDOWN DATE. The date on which any Advance is made or is to be made.

DRAW REQUEST. With respect to each Advance, Borrower's Requisition for

Advance for such Advance, the Draw Request Summary and the other documents

required by this Agreement to be furnished to Agent as a condition to such

Advance.

DRAW REQUEST SUMMARY. The Draw Request Summary with respect to any

applicable Project in the form attached hereto as Exhibit H and by this

reference incorporated herein.

EFFECTIVE DATE. The date upon which this Agreement shall become effective

pursuant to Article 11.

ELIGIBLE ASSIGNEE. Any of (a) a Lender; (b) an Affiliate of a Lender; and

(ii) unless an Event of Default has occurred and is continuing, Borrower (each

such approval by Agent and Borrower not to be unreasonably withheld or delayed);

provided that notwithstanding the foregoing, "Eligible Assignee" shall not

include (A) Borrower or any of Borrower's Affiliates or Subsidiaries or (B) any

other Person that conducts (or is an Affiliate of a Person that conducts) any

businesses that are substantially similar to any of the Core Businesses and

would reasonably be deemed to be a competitor of Borrower.

ENVIRONMENTAL LAWS. See Section 8.15.1 of this Agreement.

ERISA. The Employee Retirement Income Security Act of 1974, as amended and

in effect from time to time.

ERISA AFFILIATE. Any trade or business (whether or not incorporated) under

common control with Borrower within the meaning of Section 414(b) or (c) of the

Code (and Sections 414(m) and (o) of the Code for purposes of provisions

relating to Section 412 of the Code).

ERISA EVENT. Any of (a) a Reportable Event with respect to a Pension Plan;

(b) a withdrawal by Borrower or any ERISA Affiliate from a Pension Plan subject

to Section 4063 of ERISA during a plan year in which it was a substantial

employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of

operations that is treated as such a withdrawal under Section 4062(e) of ERISA;

Multiemployer Plan or notification that a Multiemployer Plan is in

reorganization; (d) the filing of a notice of intent to terminate, the treatment

of a Plan amendment

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as a termination under Sections 4041 or 4041A of ERISA, or the commencement of

proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)

an event or condition which constitutes grounds under Section 4042 of ERISA for

the termination of, or the appointment of a trustee to administer, any Pension

Plan or Multiemployer Plan; or (f) the imposition of any liability under Title

IV of ERISA, other than for PBGC premiums due but not delinquent under Section

4007 of ERISA, upon Borrower or any ERISA Affiliate.

ESCROW ACCOUNTS. The accounts with respect to each of the Projects

described in Part IV of the Project Schedules attached hereto as Exhibit A.

ESCROW AGENT. With respect to each Project, the escrow agent(s) designated

under the Sales Contracts and not affiliated with Borrower and approved by Agent

for purposes of holding the Escrow Deposits.

ESCROW DEPOSITS. All earnest money, escrow deposits, additional deposits,

or good faith deposits required from the purchasers under Sales Contracts, to be

held in the Escrow Accounts and disbursed in accordance with applicable

Requirements and the terms hereof.

EURODOLLAR RATE. For any Interest Period with respect to a Eurodollar Rate

Advance, the rate per annum equal to the British Bankers Association LIBOR Rate

("BBA LIBOR"), as published by Reuters (or other commercially available source

providing quotations of BBA LIBOR as designated by Agent from time to time) at

approximately 11:00 a.m., London time, two (2) Business Days prior to the

commencement of such Interest Period, for Dollar deposits (for delivery on the

first day of such Interest Period) with a term equivalent to such Interest

Period. If such rate is not available at such time for any reason, then the

"Eurodollar Rate" for such Interest Period shall be the rate per annum

determined by Agent to be the rate at which deposits in Dollars for delivery on

the first day of such Interest Period in same day funds in the approximate

amount of the Eurodollar Rate Loan being made, continued or converted by Agent

and with a term equivalent to such Interest Period would be offered by Agent's

London branch to major banks in the London interbank eurodollar market at their

request at approximately 11:00 a.m. (London time) two (2) Business Days prior to

the commencement of such Interest Period.

EURODOLLAR RATE ADVANCE. Any Advance or portion of an Advance that bears

interest at the Eurodollar Rate.

EVENT OF DEFAULT. See Section 13.1 of this Agreement.

EXISTING MATURITY DATE. See Section 4.6.1 of this Agreement.

EXPENSES. See Section 20.12 of this Agreement.

EXTENSION NOTICE DATE. See Section 4.6.2 of this Agreement.

EXTENSION REQUEST DATE. See Section 4.6.1 of this Agreement.

FEDERAL FUNDS RATE. For any day, the rate per annum equal to the weighted

average of the rates on overnight Federal funds transactions with members of the

Federal Reserve System arranged by Federal funds brokers on such day, as

published by the Federal Reserve Bank of

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New York on the Business Day next succeeding such day; provided that (a) if such

day is not a Business Day, the Federal Funds Rate for such day shall be such

rate on such transactions on the next preceding Business Day as so published on

the next succeeding Business Day, and (b) if no such rate is so published on

such next succeeding Business Day, the Federal Funds Rate for such day shall be

the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of

1%) charged to Agent on such day on such transactions as determined by Agent.

FHA. See Section 11.10 of this Agreement.

FINANCING STATEMENTS. Collectively, the Uniform Commercial Code Financing

Statements from Borrower in favor of Agent, giving notice of a security interest

in the Collateral, such financing statements to be in form and substance

satisfactory to Agent.

FIRST LOAN AGREEMENT. See recitals.

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.

FITCH. Fitch IBCA, Duff & Phelps, a division of Fitch, Inc. and any

successor thereto.

FLEET. See preamble.

FLORIDA UNIFORM LAND SALES PRACTICES LAW. The Florida Uniform Land Sales

Practices Law, Fla. Stat. Ch. 498 (2003), as amended from time to time.

GAAP. Principles that are consistent with the principles promulgated or

adopted by the Financial Accounting Standards Board and its predecessor or

successor organizations, as in effect from time to time; provided that a

certified public accountant would, insofar as the use of such accounting

principles is pertinent, be in a position to deliver an unqualified opinion

(other than a qualification regarding changes in GAAP) as to financial

statements in which such principles have been properly applied; provided, that

if any changes in GAAP with which the independent certified accountants of

Borrower concur result in a change in the basis of calculating any of the

financial covenants, standards or terms contained in this Agreement, Borrower

and Agent agree to amend such covenant calculations, standards or terms to

reflect such changes in GAAP so that the criteria for evaluating the financial

condition of Borrower shall be the same after such changes as if such changes

had not been made; and provided, further that this definition of GAAP shall not

include the application of FASB Interpretation No. 46 or similar pronouncements

issued by the Financial Accounting Standards Board in January, 2003, as such

interpretations or pronouncements may be amended or modified from time to time.

GOVERNMENTAL AUTHORITY. The United States of America, the State of

Florida, or any political subdivision thereof, any other state, county or

municipality in which any of the Projects are located, or any agency, authority,

department, commission, board, bureau, or instrumentality of any of them.

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GUARANTOR. See Section 6.2 of this Agreement.

GUARANTY. See Section 6.2 of this Agreement.

HAZARDOUS MATERIALS. See Section 8.15.2 of this Agreement.

HUD. The United States Department of Housing and Urban Development and any

successor thereto.

IMPROVEMENTS. Collectively and individually, as the context requires, the

improvements described in Part I of the Project Schedules attached hereto as

Exhibit A.

INCREASING LENDER. See Section 2.4 of this Agreement.

INDEBTEDNESS. All obligations, contingent and otherwise, that in

accordance with GAAP should be classified upon the obligor's balance sheet as

liabilities, or to which reference should be made by footnotes thereto,

including in any event and whether or not so classified:

(a) all debt and similar monetary obligations, whether direct

or indirect;

(b) 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

obligations whether direct or indirect in respect of indebtedness of others,

including any obligation to supply funds to or in any manner to invest in,

directly or indirectly, the debtor, to purchase indebtedness, or to assure the

owner of indebtedness against loss, through an agreement to purchase goods,

supplies, or services for the purpose of enabling the debtor to make payment of

the indebtedness held by such owner or otherwise, and the obligations to

reimburse the issuer in respect of any letters of credit.

INDEMNITY AGREEMENTS. Collectively, the Indemnity Agreements Regarding

Hazardous Materials made by Borrower in favor of Agent and Lenders, including,

without limitation, the Consolidated, Amended and Restated Indemnity Agreement

Regarding Hazardous Materials, dated as of March 30, 2004, pursuant to which

Borrower agrees to jointly and severally indemnify Agent and Lenders with

respect to Hazardous Materials and Environmental Laws, as the same may be

modified or amended.

INDIRECT COSTS. With respect to each Project, title insurance premiums,

survey charges, engineering fees, architectural fees, real estate taxes,

appraisal costs, commitment fees and interest payable under the Loan, premiums

for other insurance, marketing, advertising and leasing costs, brokerage

commissions, legal fees, accounting fees, Construction Inspector fees, permit

and other governmental fees and charges, impact fees, utility access or

connection fees, overhead and administrative costs, and all other expenses which

are expenditures relating to such Project and are not Direct Costs, in each

instance as set forth in the applicable Project Budget.

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INSIDER SALES. Sales of Units pursuant to sales contracts with parties

affiliated with or employed by Borrower or any of its Subsidiaries or

Affiliates.

INSTALLMENT AMOUNT. See Section 4.11.1 of this Agreement.

INTEREST PAYMENT DATE. Three (3) Business Days after interest is billed by

Agent, which billing shall be made on or about the following dates:

(a) as to each Base Rate Advance, the first day of each

calendar month after the making of such Base Rate Advance; and

(b) with respect to each Eurodollar Rate Advance:

(i) with respect to any Interest Period that is either

seven (7) days, fourteen days, one (1) month, two

(2) months or three (3) months, the last day of

such Interest Period; and

(ii) with respect to any Interest Period that is six

(6) months, the last day of the third and sixth

months of such Interest Period.

INTEREST PERIOD. With respect to each Eurodollar Rate Advance:

(a) initially, the period (i) commencing on the date of such

Eurodollar Rate Advance or, in the case of a Conversion to a Eurodollar Rate

Advance pursuant to Section 4.8 of this Agreement, commencing on the date of

such Conversion, and (ii) ending on the date seven (7) days, fourteen (14) days,

or one (1), two (2), three (3) or six (6) months thereafter, as the case may be,

as determined in accordance with the provisions of this Agreement; and

(b) thereafter, each subsequent Interest Period for such

Eurodollar Rate Advance shall begin on the last day of the preceding Interest

Period for such Advance and shall end on the date seven (7) days, fourteen (14)

days, or one (1), two (2), three (3), or six (6) months thereafter as Borrower

may select pursuant to Section 4.9 of this Agreement.

The number of days in each Interest Period and the particular day on which each

Interest Period ends and the next begins shall be fixed by Agent in accordance

with Agent's generally accepted practice in the applicable London interbank

market; provided that

(i) any Interest Period which would otherwise end on a

day which is not a Business Day shall end and the

next Interest Period shall be extended to the next

succeeding Business Day unless such Business Day

falls in another calendar month, in which case

such Interest Period shall end on the next

preceding Business Day;

(ii) any Interest Period that begins on the last

Business Day of a calendar month (or on a day for

which there is no numerically corresponding day in

the calendar month at the end of such

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Interest Period) shall end on the last Business

Day of the calendar month at the end of such

Interest Period; and

(iii) no Interest Period for a Eurodollar Rate Advance

shall extend beyond the Maturity Date.

INTERSTATE LAND SALES FULL DISCLOSURE ACT. The Interstate Land Sales Full

Disclosure Act, 15 U.S.C.Section .1701-1720 (2003), as amended from time to

time.

INVESTMENT GRADE RATING. That at least two of the three following Debt

Ratings exist at the same time: (a) a Moody's Debt Rating of Baa3 or better; (b)

a S & P Debt Rating of BBB- or better; and (c) a Fitch Debt Rating of BBB- or

better.

IRS. The United States Internal Revenue Service.

KNOWLEDGE. With respect to Borrower, the actual knowledge (but not imputed

knowledge until known) of all executive officers of WCI, the vice president in

charge of the Florida Tower Division of WCI and the equivalent officers in

charge of tower development for WCI in any other states, and the respective

project managers for the respective Projects.

LAND. Collectively, the real property and appurtenant easements described

in the Security Instruments.

LAWS. Collectively, all international, foreign, Federal, state and local

statutes, treaties, rules, guidelines, regulations, ordinances, codes and

administrative or judicial precedents or authorities, including the

interpretation or administration thereof by any Governmental Authority charged

with the enforcement, interpretation or administration thereof, and all

applicable administrative orders, directed duties, requests, licenses,

authorizations and permits of, and agreements with, any Governmental Authority,

in each case whether or not having the force of law.

LENDERS. The Lenders, now or hereafter parties to this Agreement pursuant

to Section 20.13, which Lenders, as of the Closing Date, are listed on Schedule

1.1 attached hereto and by this reference incorporated herein, which Schedule

1.1 may be amended from time to time by Agent in conjunction with a sale of a

Lender's Commitment by noting the change of Lenders, Loan Percentages and/or

Commitments and forwarding a copy of such revised Schedule 1.1 to Borrower and

Lenders.

LEVERAGE RATIO. As of any date, the ratio of (a) Total Debt as of such

date to (b) Adjusted Tangible Net Worth as of such date.

LIEN. Any mortgage, pledge, hypothecation, assignment, deposit

arrangement, encumbrance, lien (statutory or other), charge, or preference,

priority or other security interest or preferential arrangement in the nature of

a security interest of any kind or nature whatsoever (including any conditional

sale or other title retention agreement, any easement, right of way or other

encumbrance on title to real property, and any financing lease having

substantially the same economic effect as any of the foregoing).

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LOAN. The revolving construction loan which is the subject of this

Agreement.

LOAN AMOUNT. The aggregate amount of all of the Commitments as shown in

Schedule 1.1 hereto, as same may be modified from time to time in accordance

with the provisions of this Agreement.

LOAN AMOUNT PROJECT ALLOCATIONS. The portions of the Loan Amount allocated

to each Project as shown on the cover page for the Project Schedules, which

shall be equivalent to the Adjusted Project Costs for each Project.

LOAN CHECKING ACCOUNT. See Section 3.3 of this Agreement.

LOAN DOCUMENTS. This Agreement, the Notes, the Guaranties, the Indemnity

Agreements and the Security Documents, and all other agreements, documents and

instruments now or hereafter evidencing, securing, guaranteeing or otherwise

relating to the Loan, as the same may be modified or amended from time to time.

LOAN PERCENTAGE. The percentage interest of a Lender in the Loan

calculated by dividing such Lender's Commitment by the aggregate amount of all

the Commitments, as rounded as shown on Schedule 1.1 hereto.

MAJORITY LENDERS. As of any date of determination prior to termination of

the Commitments, Lenders (excluding Defaulting Lenders) whose aggregate Loan

Percentages constitute more than fifty percent (50%) of the Commitments held by

Non-Defaulting Lenders. As of any date of determination occurring after the

termination of the Commitments, Lenders (excluding Defaulting Lenders) holding

more than fifty percent (50%) of the outstanding principal balance of the Loan

held by Non-Defaulting Lenders.

MATERIAL ADVERSE CHANGE. Any circumstances or event of whatever nature

(including the filing of, or any adverse determination or development in, any

litigation) occurs which

(a) impairs the validity or enforceability of any Loan

Document with respect to a material term thereof;

(b) materially and adversely affects or changes the condition

(financial or otherwise), operations, business, management or assets of Borrower

and its Subsidiaries, taken as a whole, or the Projects taken as a whole; or

principal or interest due on the Notes or to fulfill any other material

Obligation.

MATURITY DATE. Four (4) years from the Closing Date, unless extended in

accordance with Section 4.6 of this Agreement, or such earlier date as the

Obligations are accelerated or the Commitments are terminated pursuant to the

terms hereof.

MOODYS. Moody's Investors Service, Inc. and any successor thereto.

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MULTIEMPLOYER PLAN. Any employee benefit plan of the type described in

Section 4001(a)(3) of ERISA, to which Borrower or any ERISA Aff