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Exhibit 10(d)

                      SECOND AMENDED AND RESTATED TERM NOTE

$15,939,758.00                                         Hilton Head Island, S. C.

                                                                October 31, 2002

         FOR VALUE RECEIVED, the undersigned SEA PINES ASSOCIATES, INC. AND SEA
PINES COMPANY, INC. both South Carolina corporations (hereinafter referred to
collectively as the "Maker") jointly and severally promise to pay to the order
of WACHOVIA BANK, N.A., a national banking association (which, together with any
subsequent holder(s) of this Note, from time to time is hereinafter referred to
as the "Holder") at Charleston, South Carolina, or at such other place or to
such other party or parties as the Holder of this Note may from time to time
designate, the principal sum of FIFTEEN MILLION, NINE HUNDRED THIRTY-NINE
THOUSAND SEVEN THOUSAND FIFTY-EIGHT AND NO/100 DOLLARS ($15,939,758.00) or so
much thereof as may be advanced, with interest thereon computed from the date of
each advance at the annual rate designated herein computed on the basis of a
360-day year for the actual number of days in each Interest Period (as
hereinafter defined).

         This Note shall bear interest from the date hereof at a rate per annum
equal to the Adjusted LIBOR Index for the applicable one month Interest Period
plus the Applicable Margin, all as defined in that certain Amended and Restated
Master Credit Agreement dated the same date hereof by and between Maker and the
initial Holder (the "Amended and Restated Master Credit Agreement").

         Interest only on the principal amount outstanding shall be due and
payable on the first (1st) day of each month.

         The outstanding principal balance shall be repaid with monthly seasonal
principal payments due on the first (1st)day of each month from May through
October of each year as follows:

<TABLE>
<CAPTION>
                    Year                     $Monthly Payment
                    -----------------------------------------
<S>                 <C>                         <C>
                    2003                         $190,333
                    2004                         $205,000
                    2005                         $220,883
                    2006                         $238,333
                    2007                         $256,667
                    2008                         $276,667
</TABLE>

The entire principal balance of this Note, together with interest accrued
thereon and all other sums due the Holder, shall be due and payable in full on
the Term Note Maturity Date, as defined in the Amended and Restated Master
Credit Agreement.

         Monthly payments of interest shall be applied first to any late charges
or other charges due and then to interest due. Upon the occurrence of an Event
of Default under this Note, all payments of principal and/or interest may be
applied in such order as the Holder of this Note may in its sole discretion
determine. All payments of principal and/or interest are payable in lawful money
of the United States of America, which shall be legal tender in payment of all
debts and dues, public and private, at the time of payment.

         In the event ("Event(s) of Default") (a) Maker fails to make a payment
of any interest or any installment of principal or any other sums payable
pursuant to the terms of this Note on or before the date
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on which it is due, (b) Maker fails to pay in full the entire amount outstanding
under this Note on the Term Note Maturity Date, (c) of the occurrence of an
Event of Default under the Amended and Restated Master Credit Agreement or any
other document or instrument which secures or evidences this Note , or (d) of an
event of default by Maker on any of the "Obligations" as defined in the Amended
and Restated Master Credit Agreement ; and if such default or failure is not
cured within the time, if any, provided in the Amended and Restated Master
Credit Agreement or other document or instrument, then or at any time
thereafter, at the option of the Holder of this Note, the whole of the principal
sum then remaining unpaid hereunder together with all interest accrued thereon,
shall immediately become due and payable without notice, and the liens given to
secure the payment of this Note may be foreclosed. In order to compensate the
Holder for the increased risk of collection after an Event of Default, from and
after the maturity of this Note either according to its terms or as the result
of a lawful declaration of maturity, the entire principal remaining unpaid
hereunder shall bear interest at a rate equal to the Default Rate, as defined in
the Amended and Restated Master Credit Agreement. Failure to exercise such
option or any other rights to which the Holder may in the event of any such
default be entitled shall not constitute a waiver of the right to exercise such
option or any other rights in the event of any subsequent default, whether of
the same or different nature.

         This Note is secured by, among other security, certain Mortgages,
Assignments and other Collateral, all as defined and more fully described in the
Master Credit Agreement. The terms and conditions of the Amended and Restated
Master Credit Agreement and the other Documents as defined in the Amended and
Restated Master Credit Agreement shall be considered a part hereof to the same
extent as if written herein, including any amendments thereto.

         If this Note is placed in the hands of an attorney for collection or is
collected through any legal proceedings, the Maker of this Note promises to pay
a reasonable attorney's fee.

         In the event the interest provisions hereof or any exactions provided
for herein or any other instruments securing this Note shall result for any
reason in an effective rate of interest which, for any period of time,
transcends the limit of the usury or any other law applicable to the loan
evidenced hereby, all sums in excess of those lawfully collectible as interest
for the period in question shall, without further agreement or notice between or
by any party hereto, be applied to principal immediately upon receipt of such
monies by the Holder.

         The Maker and all endorsers, and all persons liable or to become liable
on this Note waive presentment, protest and demand, notice of protest, demand
and dishonor and nonpayment of this Note (except for notice expressly required
by this Note), and consent to any and all renewals and extensions of the time of
payment hereof, and agree, further, that at any time and from time to time
without notice, the terms of payment herein may be modified or the security
described in the lien document securing this Note released in whole or in part,
or increased, changed or exchanged by agreement between the Holder hereof and in
the case of payments, the Maker, and in the case of liens, any owner of premises
affected by said lien document securing this Note without in any way affecting
the liability of any party to this instrument or any person liable with respect
to any indebtedness evidenced hereby.

         The Holder is not required to rely on the Collateral, as defined in the
Amended and Restated Master Credit Agreement, for the payment of the Note in the
event of default by the Maker, but may proceed directly against the Maker,
endorsers, or guarantors, if any, in such manner as it deems desirable. None of
the rights and remedies of the Holder hereunder are to be waived or affected by
failure or delay to exercise them. All remedies conferred on a Holder by this
Note or any other instrument or agreement shall be
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cumulative, and none is exclusive. Such remedies may be exercised concurrently
or consecutively at the Holder's option.

         This Note may be prepaid in whole or in part without penalty upon the
maturity of the then current Interest Period. If the Holder allows the Maker to
prepay the Loan prior to the maturity of the then current Interest Period, the
Maker shall pay a prepayment premium determined by the Holder, in its
commercially reasonable discretion, at the time of the prepayment to compensate
the Holder for any loss.

         The Holder may collect a late charge not to exceed an amount equal to
four (4%) per cent of any installment of principal which is not paid within
fifteen (15) days of the due date thereof to cover the extra expenses involved
in handling delinquent payments. The collection of the late charge shall not be
deemed a waiver by the Holder of any of its other rights under this Note,
including the right, upon the expiration of any applicable cure period, to
accelerate this Note due to Maker's default for nonpayment.

         This Note shall be governed as to validity, interpretation,
construction, effect, and in all other respects by the laws and decisions of the
State of South Carolina.

         Wherever possible each provision of this Note shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Note or portion thereof shall be prohibited by or invalid
under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Note.

         This Note amends and restates that certain promissory note of Maker
dated October 31, 1998, as amended from time to time.

         IN WITNESS WHEREOF, this Second Amended and Restated Term Note is
executed and delivered by the Maker to be legally binding and effective as of
the date first above written.

(CORPORATE SEAL)                    MAKER:

                                    SEA PINES ASSOCIATES, INC.

                                    By: /s/ Michael E. Lawrence
                                        ----------------------------------
                                             Its: Chief Executive Officer
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(CORPORATE SEAL)                    SEA PINES COMPANY, INC.

                                    By:  /s/ Michael E. Lawrence
                                        ----------------------------------
                                             Its: President
                                                  ------------------------