Atlantic Gulf Communities Corporation Exhibit to the September 30, 1998 
Form 10-Q

Exhibit (a)(10.4) Fourth Amendment to Second Amended and Restated Revolving Loan
Agreement Atlantic Gulf Communities Corporation, dated as of September 30, 1998
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                 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED
                            REVOLVING LOAN AGREEMENT
                      ATLANTIC GULF COMMUNITIES CORPORATION


         THIS FOURTH  AMENDMENT TO SECOND  AMENDED AND RESTATED  REVOLVING  LOAN
AGREEMENT (this "FOURTH  AMENDMENT") is entered into as of September 30, 1998 by
and  among  ATLANTIC  GULF  COMMUNITIES  CORPORATION,  a  Delaware  corporation,
formerly known as General  Development  Corporation  ("COMPANY"),  THE FINANCIAL
INSTITUTIONS  LISTED ON THE SIGNATURE PAGES HEREOF (together with each financial
institution  that may  become  a party to this  Agreement  as  herein  provided,
referred  to herein  individually  as a "BANK"  and  collectively  as  "BANKS"),
FOOTHILL CAPITAL CORPORATION, a California corporation, as successor to Chemical
Bank as agent  for  Banks  (hereinafter,  in such  capacity,  together  with any
successors  thereto in such  capacity,  referred to as  "AGENT"),  and  FOOTHILL
CAPITAL  CORPORATION,  a California  corporation,  as collateral agent for Banks
(hereinafter,  in such capacity,  together with any  successors  thereto in such
capacity, referred to as "COLLATERAL AGENT").


                                R E C I T A L S:

         WHEREAS,  Company,  Banks, Agent and Collateral Agent entered into that
certain  Second  Amended  and  Restated  Revolving  Loan  Agreement  dated as of
September 30, 1996, as modified by that certain  Amendment dated as of March 31,
1997, as further  modified by that certain Second Amendment dated as of June 17,
1997, as further  modified by that certain Third  Amendment dated as of June 30,
1998 (collectively, the "Loan Agreement").

         WHEREAS,  the parties hereto desire to enter into this Fourth Amendment
for the purpose of modifying  the Loan  Agreement  with respect to the dates for
mandatory principal reduction payments to be made under the Working Capital Note
dated June 30, 1998 in the  original  principal  amount of  Twenty-Five  Million
Dollars ($25,000,000.00);

         WHEREAS,  all terms which are  capitalized but not defined herein shall
have the meaning set forth therefor in the Loan Agreement.

         NOW THEREFORE,  in  consideration  of the premises and the  agreements,
provisions and covenants herein contained,  Company, Banks, Agent and Collateral
Agent agree as follows:

         1.   RECITALS.  The  foregoing  recitals  are true and  correct and are
incorporated herein by reference.

         2.   AMENDMENT AND RESTATEMENT OF CERTAIN DEFINED TERMS.

         Subparagraph  B of  the  definition  of  Borrowing  Base  in  the  Loan
Agreement is hereby

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amended and restated as follows:

         B.   With respect to each  corresponding  period, the amounts set forth
              on the chart below (the "Borrowing Base Limits"):

         DATE                                    BORROWING BASE LIMIT

         September 1, 1998, through
         October 31, 1998                        $20,000,000.00

         November 1, 1998, through
         November 30, 1998                       $12,500,000.00

         December 1, 1998                        $0.0

Anything to the contrary notwithstanding,  the Borrowing Base shall not include,
directly or indirectly,  either any asset of any Unrestricted Subsidiary, or any
of the following:  (a) any Homesite Contract Receivable,  Commercial Receivable,
or JV Receivable to the extent the same is sold or  discounted;  or (b) any Real
Property  or JV Real  Property  to the  extent  the  same  is sold or  otherwise
disposed of; or (c) any Borrowing Base Joint Venture  interest to the extent the
same (or any  underlying JV Real Property of the relevant  Borrowing  Base Joint
Venture) is sold or  otherwise  disposed of; in each case,  whether  pursuant to
Section 7.6 or otherwise.

         3.   AMENDMENT FEE. In consideration for the execution and delivery of
this Fourth  Amendment,  the Company agrees to pay  Collateral  Agent the sum of
Seventy-Five Thousand and No/100 Dollars ($75,000.00) (the "Amendment Fee"). The
Amendment   Fee  shall  be  delivered  by  the  Company  to   Collateral   Agent
simultaneously with the execution of this Fourth Amendment.

         4.   RATIFICATION.  Except as modified by this Fourth Amendment and by
any other documents executed in connection herewith, the terms and conditions of
the Loan  Agreement  and all  other  Loan  Documents  are  hereby  ratified  and
confirmed and remain in full force and effect.

         5.   MISCELLANEOUS.

              (a)  SURVIVAL   OF    REPRESENTATIONS    AND    WARRANTIES.    All
representations  and warranties made hereunder and in any document,  certificate
or statement  delivered pursuant hereto or in connection  herewith shall survive
the execution and delivery of this Fourth Amendment.

              (b)  COUNTERPARTS. This Fourth Amendment may be executed by one or
more  of the  parties  to  this  Fourth  Amendment  on any  number  of  separate
counterparts,  and all of said  counterparts  taken  together shall be deemed to
constitute one and the same instrument.

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly  authorized  officers as of
the day and year first above written.


                                               ATLANTIC GULF COMMUNITIES
                                               CORPORATION


                                               By: 
                                                  --------------------------
                                                    John H. Fisher
                                                    Vice President



                                               FOOTHILL CAPITAL CORPORATION,
                                               as Agent and as a Bank


                                               By: 
                                                  --------------------------
                                                    Catherine Burke
                                                    Senior Vice President



                                               FOOTHILL CAPITAL CORPORATION,
                                               as Collateral Agent


                                               By: 
                                                  --------------------------
                                                  Catherine Burke
                                                  Senior Vice President

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                               JOINDER AND CONSENT

         AP-AGC,  LLC, a Delaware  limited  liability  company,  consents to the
Company  entering  into this Fourth  Amendment and agrees that the execution and
delivery of this Fourth  Amendment  shall not  constitute  a default or event of
default under that certain Investment Agreement dated February 7, 1997 (together
with any and all amendments and modifications  thereto), or that certain Secured
Agreement dated as of February 7, 1997 (together with any and all amendments and
modifications  thereto),  or any other  documents  executed in  connection  with
either of the foregoing documents.


                                               AP-AGC, LLC, a Delaware limited 
                                               liability company

                                               By:  KRONUS PROPERTY, INC., its
                                                    manager

                                                    By:
                                                       -------------------------
                                                       Ricardo Koenigsberger
                                                       Vice President



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