WAIVER AND FIRST AMENDMENT TO TERM LOAN AGREEMENT


         THIS WAIVER AND FIRST AMENDMENT TO TERM LOAN AGREEMENT (this "WAIVER
AND FIRST AMENDMENT") is made as of this 28th day of October, 1999, by and among
ATLANTIC GULF COMMUNITIES CORPORATION, a Delaware corporation, formerly known as
General Development Corporation (the "COMPANY"), ANGLO-AMERICAN FINANCIAL, a New
York limited partnership, as agent for the Lenders (as defined in the Loan
Agreement) under the Loan Agreement (hereinafter defined) (hereinafter, in such
capacity, together with any successors thereto in such capacity, referred to as
the "AGENT"), and DAVIDSON KEMPNER SERVICE COMPANY, LLC, a New York limited
liability company and successor to M. H. DAVIDSON & CO., LLC, a New York limited
liability company, as collateral agent for the Lenders under the Loan Agreement
(hereinafter, in such capacity, togther with any successors thereto in such
capacity, referred to as "COLLATERAL AGENT").

         Each of the Company, the Agent and the Collateral Agent is sometimes
referred to herein as "PARTY" and all of them, together, are collectively
referred to herein as the "PARTIES."

                              W I T N E S S E T H:

         WHEREAS, the Parties and the Lenders (as defined in the Loan Agreement)
entered into that certain Term Loan Agreement (the "LOAN AGREEMENT"), dated as
of December 31, 1998; and

         WHEREAS, the Company has requested certain modifications to, and the
Agent has agreed to modify, the terms of (1) Section 7.1 of the Loan Agreement,
(2) Section 7.15 of the Loan Agreement and (3) the definitions of "Gross Allowed
Amount" and "Maximum Permissible Loan" in Section 1.1 of the Loan Agreement; and

         WHEREAS, the Company also has requested a waiver from the Agent and the
Collateral Agent of the Maximum Loan Amount "cap" in Section 2.1 of the Loan
Agreement and/or the mandatory prepayment obligation in Section 2.5(a) of the
Loan Agreement with respect to any violations thereof by the Company occurring
at any time after June 30, 1999, and before January 1, 2000; and

         WHEREAS, the Parties now desire to amend the Loan Agreement, and the
Agent and the Collateral Agent have agreed to provide the waiver requested by
the Company, on and subject to the terms hereinafter set forth.

         NOW, THEREFORE, in consideration of the respective covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged, the Parties
hereto hereby agree as follows:

         1. Capitalized terms used and not defined in this Waiver and First
Amendment shall have the meanings given them in the Loan Agreement.

<PAGE>

         2. The first paragraph of Section 7.1 of the Loan Agreement is deleted
in its entirety and the following new language is inserted in its place:

            "Permit  Consolidated Net Worth to be less than the sum of
            the amounts set forth  below  (hereinafter  referred to as
            the "Minimum Consolidated Net Worth"):  (a)(i) $25 million
            so long as the aggregate  outstanding principal balance of
            the DK Loans  equals or exceeds  $25,000,000  and (ii) $20
            million  so long as the  aggregate  outstanding  principal
            balance  of the DK Loans is less than  $25,000,000,  MINUS
            the sum of (b)(i) the GAAP Book Value of Homesite Contract
            Receivables,  Commercial Receivables and the real property
            consisting of identified  scattered homesites and Eligible
            Tract Land, plus (ii) the amount of the GAAP book loss, if
            any,  realized by the Company in connection  with the sale
            of any Collateral  permitted under this  Agreement,  other
            than sales of Homesite  Contract  Receivables,  Commercial
            Receivables and the real property consisting of identified
            scattered homesites and Eligible Tract Land."

         3. The second paragraph of Section 7.1 of the Loan Agreement is deleted
in its entirety and the following new language is inserted in its place:

            "To demonstrate compliance with the Consolidated Net Worth
            covenant  set forth in this  Section,  the  Company  shall
            furnish to Lenders (i) within 45 days of the close of each
            calendar  quarter a certificate  of a Responsible  Officer
            setting forth Minimum Consolidated Net Worth for such date
            calculated  in  accordance  with this Section 7.1, and the
            calculation  upon  which it is based;  and (ii)  within 90
            days of the close of each fiscal year, a certificate  of a
            Responsible Officer setting forth Minimum Consolidated Net
            Worth as of such date  calculated in accordance  with this
            Section  7.1 and the  calculation  upon which it is based,
            reflecting in each such certificate delivered under clause
            (i) and (ii) any  adjustments  the  Company is required to
            make  in  calculating   Minimum   Consolidated  Net  Worth
            pursuant  to  clauses  (b)(i)  and/or  (ii)  of the  first
            paragraph  of this  Section 7.1 during the period to which
            such certificate relates."

         4. The definition of "Gross Allowed Amount" in Section 1.1 of the Loan
Agreement is deleted in its entirety and the following new language is inserted
in its place:

            "Gross Allowed Amount' means the sum of:

            (a)    an amount  equal to  $10,328,000  with  respect  to  Eligible
         Homesite  Contract  Receivables  and  Eligible  Commercial  Receivables
         ("Receivables")  MINUS  the sum of (i) 75% of the  aggregate  net  cash
         proceeds from the sales or other  dispositions  of Receivables  closing
         after June 30, 1999, (ii) 75% of the principal  payments  received with
         respect  to  Receivables  after  June  30,  1999 and  (iii)  75% of the
         principal amount (as of June 30, 1999) of any

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<PAGE>

Receivables that are foreclosed on, terminated by reason of a deed in lieu or
canceled after June 30, 1999;

            (b)    an amount  equal to  $2,260,000  with  respect to  Commercial
         Receivables  or Homesite  Contract  Receivables  which are not Eligible
         Commercial  Receivables or Eligible Homesite Contract  Receivables,  as
         the case may be ("Ineligible Receivables"), MINUS the sum of (i) 50% of
         the aggregate net cash proceeds from the sales or other dispositions of
         Ineligible  Receivables  closing  after June 30, 1999,  (ii) 50% of the
         principal  payments  received  with respect to  Ineligible  Receivables
         after June 30, 1999 and (iii) 50% of the  principal  amount (as of June
         30,  1999)  of any  Ineligible  Receivables  that  are  foreclosed  on,
         terminated by reason of a deed in lieu or canceled after June 30, 1999;

            (c)    an amount equal to the sum of (i) $8,865,000  with respect to
         Real Property consisting of identified scattered homesites owned by the
         Company  as of June  30,  1999,  PLUS  (ii) 50% of the  "value"  of any
         identified  scattered  homesites  reacquired after June 30, 1999 as the
         result  of  foreclosure,  deed in lieu or  cancellation  of  Ineligible
         Receivables  (which  value for  purposes  hereof  shall be equal to the
         principal amount of such Ineligible Receivables) PLUS (iii) $1,194 with
         respect to each identified scattered homesite release from the Class 14
         Utility Reserve after June 30, 1999,  LESS, in all three cases,  50% of
         the aggregate net cash proceeds from the sales or other dispositions of
         such identified scattered homesites closing after June 30, 1999;

            (d)    an amount equal to the sum of (i) $3,232,000  with respect to
         Real Property  consisting of identified Eligible Tract Land (as defined
         in the DK Loan  Agreement)  owned by the  Company as of June 30,  1999,
         PLUS (ii) 50% of the  "value"  of any  identified  Eligible  Tract Land
         reacquired  after June 30, 1999, as the result of foreclosure,  deed in
         lieu  or  cancellation  of  Ineligible  Receivables  (which  value  for
         purposes  hereof  shall  be  equal  to the  principal  amount  of  such
         Ineligible  Receivables),  LESS 50% of the  aggregate net cash proceeds
         from the  sales or  other  dispositions  of such  Eligible  Tract  Land
         closing after June 30, 1999;

            (e)    an amount  equal to the sum of the  following  values for the
         following Eligible  Subdivision  Projects:  (i) $2,512,000 for the West
         Meadows  Project,  (ii)  $1,374,000 for the Lakeside  Estates  Project,
         (iii)  $1,136,000 for the Saxon Woods Project,  (iv) $1,719,000 for the
         Trails of West Frisco  Project,  (v)  $3,829,000  for the West Bay Club
         Project,  (vi)  $4,011,000 for the West Bay Club  Condominium  Project,
         (vii) $13,475,000 for the Aspen Springs Project and (viii) $551,000 for
         the Natures Cove Project; and

            (f)    an amount  equal to the sum of the  following  values for the
         Venture Subsidiaries' interests in the following Eligible Joint Venture
         Projects:  (i) $2,184,000 for the Falcon Trace Project, (ii) $4,068,000
         for the Sunset Lakes  Project and (iii)  $877,000 for the Jupiter Ocean
         Grande Project."

                                       3
<PAGE>

         5. The  definition  of  "Maximum  Permissible  Loan" in Section 1.1 is
deleted in its entirety and the following new language is inserted in its place:

             "Maximum   Permissible   Loan'  means,  on  any  date  of
             determination,  (1) during  the period  prior to April 1,
             2000,   the  Gross  Allowed  Amount  LESS  the  aggregate
             outstanding  principal  amount  of the DK  Loans  and (2)
             during the period from and after April 1, 2000, the Gross
             Allowed Amount LESS the sum of the aggregate  outstanding
             principal amount of the DK Loans and the aggregate stated
             amount of all  outstanding  letter  of credit  guarantees
             under the DK Loan Agreement."

         6. The text of Section 7.15 is deleted in its entirety and the
following new language is inserted in its place:

            "[RESERVED]"

         7. The Agent and the Collateral Agent hereby waives any violations by
the Company of the Maximum Loan Amount "cap" in Section 2.1 of the Loan
Agreement and/or the mandatory prepayment obligation in Section 2.5(a) of the
Loan Agreement with respect to any violations by the Company thereof occurring
at any time after June 30, 1999, and before January 1, 2000.

         8. The  Company  hereby  agrees to pay the  following  amounts  by wire
transfer  to (or such  method as  instructed  in  writing  by) the Agent for the
ratable benefit of the Agent and the Lenders:

            a.     an  amount,  payable in good  funds  upon the  execution  and
delivery by the Parties of this Waiver and First Amendment, equal to one-quarter
percent  (0.25%)  of the  outstanding  principal  balance  of the  Loans  on the
Effective Date hereof; and

            b.     an amount,  payable in good funds on March 31, 2000, equal to
one-half percent (0.50%) of the outstanding principal balance of the DK Loans on
March 31, 2000.

         9. This Waiver and First  Amendment  shall become  effective as of June
30, 1999, upon the satisfaction of all of the following conditions:

            a.     the Company has executed and delivered  this Waiver and First
Amendment to the Agent and the Collateral Agent; and

            b.     the  Agent  and  the  Collateral   Agent  have  executed  and
delivered this Waiver and First Amendment to the Company.

         10. The Company hereby represents and warrants that there exist no
causes of action, offsets, claims, counterclaims or defenses with respect to (a)
its obligations under the Loan Agreement or any of the other Loan Documents and
(b) the obligations of any of the entities set forth on EXHIBIT A under any of
the Loan Documents.

                                       4

<PAGE>

         11. The Company hereby represents and warrants to and covenants with
the Agent and the Collateral Agent that (a) the Company has full power,
authority and legal right to execute this Waiver and First Amendment and to keep
and observe all of the terms of this Waiver and First Amendment on the Company's
part to be observed and performed, (b) each and every representation and
warranty contained in Article 4 of the Loan Agreement is true and correct as of
the date hereof and (c) so long as the Commitments remain in effect or any
Obligations remain outstanding and unpaid or any other amount is owing to any
Lender or the Agent under the Loan Agreement, without the prior written consent
of the Agent, the Company shall not, and shall not permit any of its
Subsidiaries, to use any proceeds received, directly or indirectly, from any
SPUD, MPUD or Venture Subsidiary for any purpose other than (i) payment of
Indebtedness permitted under Section 7.2 of the Loan Agreement, (ii) payment of
reasonable overhead expenses of the Company and/or its Subsidiaries, (iii)
payment of reasonable severance obligations of the Company and/or its
Subsidiaries and (iv) reinvestment, directly or indirectly, in other Collateral
of the Company and/or its Subsidiaries.

         12. The Loan Agreement, as modified hereby, and the Loan Documents are
hereby ratified and confirmed in all respects, and the Loan Agreement, as so
modified, and the Loan Documents shall continue in full force and effect in
accordance with their respective terms. From and after the Effective Date, all
references in any of the Loan Documents to the Loan Agreement shall be to the
Loan Agreement, as amended by this Waiver and First Amendment.

         13. This Waiver and First Amendment shall be binding upon and inure to
the benefit of the Parties and their respective successor and assigns.

         14. Time is strictly of the essence of this Waiver and First Amendment
and full and complete performance of each and every provision hereof.

         15. This Waiver and First Amendment constitutes the entire agreement of
the Parties with respect to the subject matter hereof and cannot be modified or
amended except in writing signed by the Parties hereto.

         16. This Waiver and First Amendment shall be governed by and construed
and enforced in accordance with the laws of the State of New York applicable to
agreements made and to be performed wholly within such State.

         17. This Waiver and First Amendment may be executed in multiple
counterparts, wich of which shall be deemed an original and all of which
together will constitute one and the same instrument.

         18. This Waiver and First Amendment may be executed by facsimile
signature page. Each Party agrees to be bound by its own facsimile page hereto
and to accept the facsimile signature page hereto of any other Party, in each
case as if each such facsimile signature were a manually executed original
signature page, provided each Party shall promptly thereafter deliver its
original manually executed signature page.

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<PAGE>

             [The remainder of this page left blank intentionally.]

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<PAGE>

         IN WITNESS WHEREOF, the Parties have caused this Waiver and First
Amendment to be duly executed and delivered as of the Effective Date.



                                       ANGLO-AMERICAN FINANCIAL
                                       as Agent

                                       By:
                                              ----------------------------------
                                       Name:
                                              ----------------------------------
                                       Title:
                                              ----------------------------------


                                       DAVIDSON KEMPNER SERVICE COMPANY, LLC,
                                       as Collateral Agent


                                       By:
                                             -----------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                             -----------------------------------


                                       ATLANTIC GULF COMMUNITIES CORPORATION, on
                                       behalf of itself and, with respect to
                                       Sections 10 and 11 only, the Entities
                                       listed on Exhibit A hereto


                                       By:
                                             -----------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                             -----------------------------------

<PAGE>


                                    EXHIBIT A



1.       AG Sanctuary of Orlando, Inc. (Florida)
2.       AG Title Corporation (Florida)
3.       AG-NTC, Inc. (Florida)
4.       AGC CL Limited Partner, Inc.  (Florida)
5.       AGC Homes, Inc. (Florida)
6.       AGC Sanctuary Corporation (Florida)
7.       AGC-SP, Inc. (Delaware)
8.       AGC-SP4, Inc. (Florida)
9.       AGC-SP5, Inc. (Florida)
10.      Atlantic  Gulf C.C.  Corp.  (Florida)-f/k/a  C.C.  Village  Development
         Corporation
11.      Atlantic Gulf Commercial Realty, Inc. (Florida)
12.      Atlantic Gulf Communities Management Corporation (Florida)
13.      Atlantic Gulf Communities Service Corporation (Florida)
14.      Atlantic Gulf Development, Inc. (Florida)
15.      Atlantic Gulf Engineering Company (Florida)
16.      Atlantic Gulf of Tampa, Inc. (Florida)
17.      Atlantic Gulf Realty, Inc. (Florida)
18.      Atlantic Gulf Receivables Corporation (Florida)
19.      Atlantic Gulfshore Natures Cove, Inc. (Florida)
20.      Atlantic Gulf Utilities, Inc. (Florida)
21.      Atlantic Gulf Water's Edge, Inc. (Florida)
22.      Community Title Agency, Inc. (Florida)
23.      Country Lakes Development Corporation (Florida)
24.      Cumberland Cove, Inc. (Tennessee)
25.      Environmental Quality Laboratory, Incorporated (Florida)
26.      EQL Environmental Services, Inc. (Florida)
27.      Five Star Homes, Inc. (Florida)
28.      Fox Creek Development Corporation (Florida)
29.      FRC Investments, Inc. (Florida)
30.      GDV Financial  Corporation (Florida)
31.      General Development Acceptance Corporation (Delaware)
32.      General Development Air Service, Inc. (Florida)
33.      General Development Commercial Credit Corp. (Florida)
34.      General Development Headquarters Corp. (Florida)
35.      General Development Resorts, Inc. (Florida)
36.      General Development Sales Corporation (Florida)
37.      General Development Service Corporation (Florida)
38.      General Development Utilities, Inc, Inc. (Florida)
39.      Grand Oaks Development Corporation (Florida)
40.      Grand Oaks Holding Company (Florida)
41.      Hunter Trace Development Corporation (Florida)
42.      Lakeside Development of Orlando, Inc. (Florida)
43.      Las Olas Tower at River Walk, Inc. (Florida) - f/k/a AGC-SP2, Inc.
44.      Longwood Utilities, Inc. (Florida)
45.      Maplewood Development Corporation (Florida)

                                      A-1

<PAGE>


46.      Miramar Rock, Inc. (Florida)
47.      NT Development Corporation (Florida)
48.      Ocean Grove, Inc. (Florida)
49.      Panther Creek Corp. (North Carolina)
50.      Regency Island Dunes, Inc. (Florida)
51.      Sabal Trace Development Corporation (Florida)
52.      Saxon-DeBary, Inc. (Florida)
53.      Spring Valley Acquisition Corp. (Colorado) - f/k/a Aspen Springs Valley
         Acquisition Corp.
54.      Spring  Valley  Holding  Company  (Florida) - f/k/a Aspen Springs Ranch
         Holding Company
55.      Spring Valley Development, Inc. (Colorado) - f/k/a Aspen Springs Ranch,
         Inc.
56.      Summerchase Development Corporation (Florida)
57.      Sunset Lakes Development Corporation (Florida)
58.      Town & Country II, Inc. (Florida)
59.      Waterford-Orlando, Inc. (Florida) f/k/a AGC-SP1, Inc.
60.      West Bay Club  Development  Corporation  (Florida)  f/k/a Estero Pointe
         Development Corp.
61.      West Bay Holding Corporation (Florida)
62.      West Bay Realty, Inc. (Florida)
63.      West Frisco Development Corporation (Florida) - f/k/a AGC-SP3, Inc.
64.      Windsor Palms Corporation (Florida)
65.      XYZ Insurance, Inc. (Florida)
66.      Atlantic Gulf Asia Holdings N.V. (Netherlands Antilles)

                                      A-2