SEA PINES ASSOCIATES INC
SECOND MASTER AMENDMENT TO COLLATERAL ASSIGNMENTS
<DOCUMENT>
<TYPE>EX-10.J
<SEQUENCE>11
<FILENAME>g80245exv10wj.txt
<DESCRIPTION>SECOND MASTER AMENDMENT TO COLLATERAL ASSIGNMENTS
<TEXT>
<PAGE>
Exhibit 10(j)

                                                                 [WACHOVIA LOGO]

This instrument was prepared and is to be returned to Benton D. Williamson;
whose address is Haynsworth Sinkler Boyd, P.A., P.O. Box 11889, Columbia, South
Carolina 29211-1889.

                SECOND MASTER AMENDMENT TO COLLATERAL ASSIGNMENTS
                                  ("Agreement")

STATE OF SOUTH CAROLINA    )
                           )
COUNTY OF BEAUFORT         )


                  THIS SECOND MASTER AMENDMENT TO COLLATERAL ASSIGNMENT, made as
of the 31st day of October, 2002 by and among WACHOVIA BANK, N.A. (formerly
known as WACHOVIA BANK OF SOUTH CAROLINA, N.A. and formerly known as THE SOUTH
CAROLINA NATIONAL BANK) (the "Lender"), whose address is Post Office Box 700,
Charleston, South Carolina 29401, Attention: Real Estate Lending, and SEA PINES
ASSOCIATES, INC. and SEA PINES COMPANY, INC. (collectively, the "Borrower").

                                   WITNESSETH:

                  WHEREAS, the Borrower has made and issued certain notes as
follows:

                  1.       That certain Second Amended and Restated Term Note of
the date hereof evidencing an indebtedness of FIFTEEN MILLION, NINE HUNDRED
THIRTY-NINE THOUSAND, SEVEN HUNDRED FIFTY-EIGHT and NO/100 DOLLARS
($15,939,758.00); and

                  2.       That certain Second Amended and Restated Seasonal
Line of Credit Note of the date hereof evidencing an indebtedness of FOUR
MILLION, FIVE HUNDRED THOUSAND and NO/100 DOLLARS ($4,500,000.00); and

                  3.       That certain Second Amended and Restated Revolving
Line of Credit Note of the date hereof evidencing an indebtedness of EIGHTEEN
MILLION, THREE HUNDRED THOUSAND and NO/100 DOLLARS ($18,300,000.00);

which notes, as amended and restated, are collectively referred to herein as the
"Notes" and are made a part hereof by reference as if fully set out herein
verbatim; and

                  WHEREAS, to partially secure the Notes, the Borrower executed
and delivered assignments to the Lender as described below which were recorded
in the RMC Office or Clerk of Court, as appropriate (the "Registry") for
Beaufort County as indicated:

                  1.       Assignment of Permits and Licenses dated November 17,
1987 as recorded in Deed Book 490 at Page 880 and ORB 659 at Page 1833 as
amended October 15, 1993; and

                  2.       Collateral Assignment of Contracts dated November 17,
1987 as recorded in Deed Book 490 at Page 887 and ORB 659 at Page 1814 as
amended October 15, 1993; and

                  3.       Assignment of Tournament Contracts and Agreements
dated November 17, 1987 as recorded in Deed Book 490 at Page 873 and ORB 659 at
Page 1826 as amended October 15, 1993; and


                                      -1-
<PAGE>
                  4.       Assignment of Rents, Leases and Profits dated
November 17, 1987 as recorded in Lease Book 18 at Page 302 and ORB 659 at Page
1779 as amended October 15, 1993; and

                  5.       Stock Pledge with Voting Power dated November 17,
1987 as recorded in ORB 659 at Page 1794 as amended October 15, 1993; and

                  6.       Collateral Assignment of Rights and Easements dated
November 17, 1987 as recorded in Deed Book 490 at Page 897 and ORB 659 at Page
1807 as amended October 15, 1993; and

                  7.       Collateral Assignment of Trademarks, Trade Names,
Intangibles and Proprietary Rights dated November 17, 1987 as recorded in Deed
Book 490 at Page 946 and ORB 659 at Page 1800 as amended October 15, 1993; and

                  8.       Security Agreement dated November 17, 1987 as
recorded in ORB 659 at Page 1821 as amended October 15, 1993; and

                  9.       Collateral Assignment of Leases and Rents dated
January 17, 1992 as recorded in Mortgage Book 499 at Page 1020; and

                  10.      Collateral Assignment of Hotel Unit Density Rights
dated April 18, 1988 as recorded in Mortgage Book 418 at Page 2339;

which assignments, as heretofore amended as described above and otherwise are
herein referred to as "Assignments;" and

                  WHEREAS, Borrower and Lender have entered into a Amended and
Restated Master Credit Agreement dated the same date hereof (the "Amended and
Restated Master Credit Agreement"); and

                  WHEREAS, the Borrower and Lender desire to re-establish,
re-state and modify the Facilities as defined in the Amended and Restated Master
Credit Agreement; and

                  WHEREAS, the Borrower and Lender have agreed to make certain
modifications to the Assignments in order to secure, cross-collateralize and
cross-default all Obligations under the Amended and Restated Master Credit
Agreement; and

                  WHEREAS, the Borrower and Lender have established uniform
agreements, obligations, covenants and other matters for such Obligations,
whether now existing or hereinafter arising, owed to the Lender; and

                  WHEREAS, the Lender, as holder and owner of the Assignments,
and the Borrower mutually desire to modify and amend the provisions of the same
in the manner hereinafter set out, it being specifically understood that except
as herein modified and amended, the terms and provisions of the Assignments
shall remain unchanged and continue in full force and effect as therein written;

                  NOW, THEREFORE, the Lender and the Borrower, in consideration
of the sum of One Dollar ($1.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and the mutual
covenants contained herein do hereby agree that the Assignments should be, and
the same hereby are modified and amended as follows:


                                      -2-
<PAGE>
                  1.       The provisions of the Notes and the Amended and
Restated Master Credit Agreement, are incorporated in the Assignments as fully
as if set out therein verbatim.

                  2.       Notwithstanding anything to the contrary contained in
the Notes and Assignments, and any amendments thereto, the Assignments shall be
amended to include as additional Events of Default the following:

                           a.       the occurrence of an Event of Default under
the Amended and Restated Master Credit Agreement, or

                           b.       a default by the Borrower on any of the
Obligations as defined in the Amended and Restated Master Credit Agreement.

                  3.       Notwithstanding anything to the contrary contained in
the Assignments, and any amendments thereto, the Assignments shall be amended so
as to secure, in addition to all items secured currently, amounts owing under
the Obligations and the performance of all Obligations as defined in the Amended
and Restated Master Credit Agreement.

                  4.       Any reference contained in the Assignments, as
amended herein, to the "Credit Agreement," the "Revolving Credit Agreement," the
"1987 Credit Agreement" or any other loan or credit agreement shall hereinafter
be deemed to be a reference to the Amended and Restated Master Credit Agreement.

                  5.       Each of the Assignments is amended so as to include,
and the Borrower hereby grants, a lien and security interest in and to, the
following property to secure the Obligations:

         (1) All Licenses, Contracts, Leases, Rents, the Assignment of Rights,
Intangibles and Collateral, all as defined in the Assignments and any other
property assigned pursuant to such Assignments, including, without limitation,
all of the Borrower's contract rights with respect to any contracts related to
professional golf or tennis tournaments, and any and all replacements of such
property; and

         (2) All licenses, permits, contract or other rights, leases, rents,
intangibles, trade names, patents, and trademarks pertaining to or connected
with the Secured Properties, as defined in the Amended and Restated Master
Credit Agreement, whether acquired by the Borrower since execution of the
Assignments or hereafter acquired; and

         (3) All proceeds, products, replacements, additions, substitutions,
renewals and accessions of any of the foregoing.

                  6.       Any reference contained in the Notes or Assignments,
as amended herein, to the Assignments shall hereinafter be deemed to be a
reference to such document as amended hereby. In amplification thereof, the
Assignments, as amended hereby, shall secure the Obligations including, without
limitation, the Notes, and any further modifications, renewals or extensions
thereof.

                  IT IS MUTUALLY AGREED by and between the parties hereto that
this Agreement shall become a part of the Assignments by reference and that
nothing herein contained shall (i) impair the security now held for the
indebtedness endorsed by the Notes, (ii) waive, annul, vary or affect any
provision, condition, covenant or agreement contained in the Assignments except
as herein amended, or (iii) affect or impair any rights, powers or remedies
under the Assignments as hereby amended. Furthermore, the Lender does hereby
reserve all rights and remedies it may have as against all parties who may be or
may hereafter become primarily or secondarily liable for the repayment of the
indebtedness evidenced by the Notes.


                                      -3-
<PAGE>
         The execution and delivery hereof shall not constitute a novation or
modification of the lien, encumbrance or security interest given by any of the
Assignments, each of which shall retain its priority as originally filed for
record. Borrower expressly agrees that the Assignments remain in full force and
effect.

                  This Agreement shall be governed by and construed in
accordance with the laws of the State of South Carolina without regard to
principles of conflict of laws.

                  This Agreement shall be binding upon and inure to the benefit
of any assignee or the respective heirs, executors, administrators, successors
and assigns of the parties hereto.

                  This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which taken together shall
constitute one and the same instrument, and any of the parties hereto may
execute any of such counterparts.


                                      -4-
<PAGE>
                  IN WITNESS WHEREOF, this instrument has been executed under
seal by the parties hereto and delivered on the date and year first above
written.

SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:

                                     LENDER:

/s/ Donna M. Bucci                WACHOVIA BANK, N.A.
------------------
(Witness)
                                     By:  /s/ R. Ross Campbell, Jr.
                                          -------------------------
/s/ Elisabeth Peavy                           Its:  Vice President
-------------------                                 --------------
(Witness)



                                    BORROWER:

/s/ Steven P. Birdwell               SEA PINES ASSOCIATES, INC.
----------------------
(Witness)
                                     By:  /s/ Michael E. Lawrence
                                          -------------------------
/s/ Connie Smith                              Its:  Chief Executive Officer
----------------                                    -----------------------
 (Witness)
                                                                (CORPORATE SEAL)


/s/ Steven P. Birdwell               SEA PINES COMPANY, INC.
----------------------
(Witness)
                                     By:  /s/ Michael E. Lawrence
                                          -------------------------
                                              Its:  President
                                                    ---------
/s/ Connie Smith
----------------
(Witness)                                                       (CORPORATE SEAL)


                                      -5-
<PAGE>
STATE OF SOUTH CAROLINA
                                     PROBATE
COUNTY OF BEAUFORT

PERSONALLY appeared before me the undersigned witness, who, being duly sworn,
says that (s)he saw Michael E. Lawrence, Chief Executive Officer of Sea Pines
Associates, Inc. sign the foregoing instrument, and that (s)he with the other
witness named above witnessed the execution and delivery thereof as the act and
deed of the said corporation.

                                     /s/ Connie Smith
                                     ----------------
                                     (Signature of Witness)

SWORN to before me this 20th
day of November, 2002.

/s/ Marion Dennis
-----------------
Notary Public,
State of South Carolina
My commission expires:  March 9, 2004

[Notarial Seal]




STATE OF SOUTH CAROLINA
                                     PROBATE
COUNTY OF BEAUFORT

PERSONALLY appeared before me the undersigned witness, who, being duly sworn,
says that (s)he saw Ross Campbell, Senior Vice President of Wachovia Bank, N.A.,
sign the foregoing instrument, and that (s)he with the other witness named above
witnessed the execution and delivery thereof as the act and deed of the said
Wachovia Bank, N.A.

                                     /s/ Donna M. Bucci
                                     ------------------
                                     (Signature of Witness)

SWORN to before me this 25th
day of October, 2002.

/s/ Elisabeth Peavy
-------------------
Notary Public,
State of South Carolina
My commission expires:  June 24, 2006

[Notarial Seal]


                                      -6-
<PAGE>
STATE OF SOUTH CAROLINA
                                     PROBATE
COUNTY OF BEAUFORT

PERSONALLY appeared before me the undersigned witness, who, being duly sworn,
says that (s)he saw Michael E. Lawrence, President of Sea Pines Company, Inc.
sign the foregoing instrument, and that (s)he with the other witness named above
witnessed the execution and delivery thereof as the act and deed of the said
corporation.

                                     /s/ Connie Smith
                                     ----------------
                                     (Signature of Witness)

SWORN to before me this 20th
day of November, 2002.

/s/ Marion Dennis
-----------------
Notary Public,
State of South Carolina
My commission expires:  March 9, 2004

[Notarial Seal]


                                      -7-


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</DOCUMENT>
